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

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 "XXX").

RECITALS

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

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. 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.

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

3. 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.

4. 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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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/ Xxxxx Xxx-Xxx
		Xxxxx Xxx-Xxx, President and Chief Executive Officer

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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 Xxxxx
	Title:	Managing Partner
	Name:	Yahal Xxxxx

	Magnum Communication Fund (Israel) L.P.
	By: Magnum Communications Management Ltd., its general partner
	By:	/s/ Yahal Xxxxx
	Title:	Managing Partner
	Name:	Yahal Xxxxx

	Magnum Communication Entrepreneurs Fund L.P.
	By: Magnum Communications Management Ltd., its general partner
	By:	/s/ Yahal Xxxxx
	Title:	Managing Partner
	Name:	Yahal Xxxxx

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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/ X. Xxxx
	Title:
	Name:

	Concord Ventures II (Cayman), L.P.
	By: Concord II Investment Partners Ltd., its general partner
	By:	/s/ X. Xxxx
	Title:
	Name:

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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/ X. Xxxx
	Title:
	Name:

	Concord Ventures Advisors II-A (Israel), L.P.
	By: Concord II Investment Partners Ltd., its general partner
	By:	/s/ X. Xxxx
	Title:
	Name:

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Amendment to Fifth Amended and Restated Investors' Rights Agreements

	Texas Instruments Incorporated.
	By:	/s/ Xxxxxxx X. Xxxxx
	Title:	Vice President, Manager Corporate Development
	Name:	Xxxxxxx X. Xxxxx

China Development Industrial Bank Inc.

By:

Title:

Name:  

	Marvell Semiconductor Israel Ltd.
	By:	/s/ Xxxx Xxxx
	Title:	VP & Treasurer
	Name:	Xxxx Xxxx

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Amendment to Fifth Amended and Restated Investors' Rights Agreements

	Genesis Partners II LDC
	By:	/s/ Xxxx Xxxxxx
	Title:	Founder & Managing Partner
	Name:	Xx. Xxxx Xxxxxx

	Genesis Partners II (Israel) L.P.
	By:	/s/ Xxxx Xxxxxx
	Title:	Founder & Managing Partner
	Name:	Xx. Xxxx Xxxxxx

	Marinon Development Inc. (for itself and as proxy)
	By:	/s/ [illegible]
	Title:	[illegible]
	Name:	[illegible]

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Amendment to Fifth Amended and Restated Investors' Rights Agreements

PMC-Sierra, Inc.

By: 

Title: 

Name: 

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

FOUNDERS:	Xxxxx Xxx-Xxx
	/s/ Xxxxx Xxx-Xxx

Xxxxxx O’Dell

    /s/ Xxxxxx O’Dell

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

Xxxxxx Xxxxxxx

By:

Title:

Name:

	Bonale Foundation
	By:	/s/ Xxx Xxxxxxxx
	Title:	Member of the Foundation Council
	Name:	Xxx Xxxxxxxx

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

Lesser Trust

By:

Title:

Name:

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Amendment to Fifth Amended and Restated Investors' Rights Agreements

Xxxxx Xxx-Xxx, as proxy-holder

 /s/ Xxxxx Xxx-Xxx

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Amendment to Fifth Amended and Restated Investors' Rights Agreements

	YZMS Advisory Services Ltd.
	By:	/s/ Yahal Xxxxx
	Title:	Managing Partner
	Name:	Yahal Xxxxx

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Amendment to Fifth Amended and Restated Investors' Rights Agreements

Xxxxxxx Family Trust

By:

Title:

Name:

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Amendment to Fifth Amended and Restated Investors' Rights Agreements

	Murato Inc, as Trustee of the Elefes Trust
	By:	/s/ Xxxx Xxxxxxx
	Title:	Director
	Name:	Xxxx Xxxxxxx

Zebulon International Ltd.

By: 

Title: 

Name: 

Address:

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Amendment to Fifth Amended and Restated Investors' Rights Agreements

 

Xxx Xxxxxx

Xxxx Xxxxxx

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Amendment to Fifth Amended and Restated Investors' Rights Agreements

GCWF Investment Partners II

By: 

BDA Investment Partners

By:

Tally A. Xxxxx - Xxxx Pearl & Co. Trustees Ltd.

By:

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