AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT June 22, 2006 AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT

EX-4.3 9 v046295_ex4-3.htm

AMENDMENT TO

FIFTH AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT

June 22, 2006

AMENDMENT TO

FIFTH AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT

THIS AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT ("Amendment") is made as of the 22^nd 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 "IRA").

RECITALS

WHEREAS, the Company and the parties hereto wish to amend the IRA;

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

Amendment. Section 3.1(iv) shall be amended in its entirety as follows:

(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.

Survival. Except as explicitly stated herein, the IRA shall remain in full force and effect.

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.

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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Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreement - Company

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


COMPANY:	WINTEGRA, INC.

	By:	/s/ Jacob Ben-Zvi
		Jacob Ben-Zvi, President and Chief Executive Officer

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreement - Company


	Magnum Communication Fund L.P.
	By: Magnum Communications Management Ltd., its general partner

	By:	/s/ Yahal Zilka
	Title:	Managing Partner
	Name:	Yahal Zilka


	Magnum Communication Fund (Israel) L.P.
	By: Magnum Communications Management Ltd., its general partner

	By:	/s/ Yahal Zilka
	Title:	Managing Partner
	Name:	Yahal Zilka


	Magnum Communication Entrepreneurs Fund L.P.
	By: Magnum Communications Management Ltd., its general partner

	By:	/s/ Yahal Zilka
	Title:	Managing Partner
	Name:	Yahal Zilka

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreements


	Concord Ventures II (Israel), L.P.
	By: Concord II Investment Partners Ltd., its general partner

	By:	/s/ M. Karp
	Title:
	Name:


	Concord Ventures II (Cayman), L.P.
	By: Concord II Investment Partners Ltd., its general partner

	By:	/s/ M. Karp
	Title:
	Name:

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreements


	Concord Ventures Advisors II (Cayman), L.P.
	By: Concord II Investment Partners Ltd., its general partner

	By:	/s/ M. Karp
	Title:
	Name:


	Concord Ventures Advisors II-A (Israel), L.P.
	By: Concord II Investment Partners Ltd., its general partner

	By:	/s/ M. Karp
	Title:
	Name:

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreements


	Texas Instruments Incorporated.

	By:	/s/ Barbara C. Papas
	Title:	Vice President, Manager Corporate Development
	Name:	Barbara C. Papas


	China Development Industrial Bank Inc.

	By:
	Title:
	Name:


	Marvell Semiconductor Israel Ltd.

	By:	/s/ Mike Tate
	Title:	VP & Treasurer
	Name:	Mike Tate

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreements


	Genesis Partners II LDC

	By:	/s/ Eyal Kishon
	Title:	Founder & Managing Partner
	Name:	Dr. Eyal Kishon


	Genesis Partners II (Israel) L.P.

	By:	/s/ Eyal Kishon
	Title:	Founder & Managing Partner
	Name:	Dr. Eyal Kishon


	Marinon Development Inc. (for itself and as proxy)

	By:	/s/ [illegible]
	Title:	[illegible]
	Name:	[illegible]

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreements


	PMC-Sierra, Inc.

	By:
	Title:
	Name:

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreement - Founders


FOUNDERS:	Jacob Ben-Zvi

	/s/ Jacob Ben-Zvi


	Robert O’Dell

	/s/ Robert O’Dell

Signature page - Amendment to Fifth Amended and Restated Investors' Rights Agreements


	Vivian Lampert

	By:
	Title:
	Name:

	Bonale Foundation

	By:	/s/ Ivo Kaufmann
	Title:	Member of the Foundation Council
	Name:	Ivo Kaufmann

	Angold Trust

	By:	/s/ [illegible] /s/ [illegible]
	Title:	Rothschild Trust Guernsey Limited as
		Trustee of the Angold Trust
	Name:	Ivo Kaufmann

	Lesser Trust

	By:
	Title:
	Name:

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreements


	Jacob Ben-Zvi, as proxy-holder

	/s/ Jacob Ben-Zvi

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreements





	YZMS Advisory Services Ltd.

	By:	/s/ Yahal Zilka
	Title:	Managing Partner
	Name:	Yahal Zilka

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreements


	Kiernan Family Trust

	By:
	Title:
	Name:

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreements


	Murato Inc, as Trustee of the Elefes Trust


	By:	/s/ Ryan Rudolph
	Title:	Director
	Name:	Ryan Rudolph


	Zebulon International Ltd.


	By:
	Title:
	Name:
	Address:

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreements


	Uzi Zucker


	Paul Luggen

Signature page -

Amendment to Fifth Amended and Restated Investors' Rights Agreements


	GCWF Investment Partners II


	By:


	BDA Investment Partners


	By:


	Tally A. Eitan - Zeev Pearl & Co. Trustees Ltd.


	By: