AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 22, 2006
AMENDMENT
TO
FIFTH
AMENDED AND RESTATED
June
22, 2006
AMENDMENT
TO
FIFTH
AMENDED AND RESTATED
THIS
AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
("Amendment")
is
made as of the 22nd
day of
June, 2006, by and among Wintegra, Inc., a Delaware corporation (the
“Company”)
and at
least the Majority of the Preferred Registrable Securities and at least one
Founder, all as defined in the Fifth Amended and Restated Investors' Rights
Agreement executed as of January, 2006 between the Company and certain Investors
named therein (the "▇▇▇").
RECITALS
WHEREAS,
the Company and the parties hereto wish to amend the ▇▇▇;
NOW,
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
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1.
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Amendment.
Section 3.1(iv) shall be amended in its entirety as
follows:
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| (iv) |
“Shares”
shall not include: (i) the issuance or sale of shares of stock (or
options therefor) to employees, directors and consultants under stock
plans approved by the Company’s Board of Directors; (ii) the issuance
of securities pursuant to the conversion or exercise of convertible
or
exercisable securities; (iii) any dividend payable in shares of Common
Stock or any shares issued upon a subdivision or combination of such
shares; (iv) the issuance of securities in connection with acquisitions
of
assets, businesses or companies, made by the Company or settlements
of
claims involving the Company (v) the issuance of securities constituting
up to 10% of the outstanding share capital of the Company immediately
prior to such issuance, to a Strategic Investor, (herein defined
as an
entity that has entered into a material agreement with the Company
such as
an OEM agreement, agreement for purchase and/or sale of goods, or
a joint
project), which Strategic Investor has been designated as a Strategic
Investor by a majority of the Board of Directors with the affirmative
vote
of at least two of the Board members appointed by the holders of
Preferred
Stock; (vi) the issuance and sale of shares of Common Stock in connection
with an Initial Offering; and (vi) issuance of securities or warrants
to a
lending institution in connection with a Hybrid Financing, as defined
in
and subject to subsection 3.2 (v )
below.
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| 2. |
Survival.
Except as explicitly stated herein, the ▇▇▇ shall remain in full
force and
effect.
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|
3.
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Governing
Law.
Since certain of the Investors are based in Israel, this Amendment
shall
be governed by and construed under the laws of the State of Israel
as
applied to agreements among Israel residents entered into and to
be
performed entirely within Israel. However, corporate law matters
will be
governed by and construed under the laws of the State of
Delaware.
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|
4.
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Counterparts.
This Amendment may be executed in two or more counterparts, each
of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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Signature
page -
Amendment
to Fifth Amended and Restated Investors' Rights Agreement -
Company
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
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