0000950123-06-014228 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 16th, 2006 • Conexant Systems Inc • Semiconductors & related devices • New York

This REGISTRATION RIGHTS AGREEMENT dated as of November 13, 2006 (the “Agreement”) is entered into by and among Conexant Systems, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”) for itself and on behalf of the other initial purchasers identified in the Purchase Agreement (as defined below) (the “Initial Purchasers”).

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CONEXANT SYSTEMS, INC. AND THE BANK OF NEW YORK TRUST COMPANY, N.A. AS TRUSTEE AND COLLATERAL AGENT Floating Rate Senior Secured Notes due 2010 INDENTURE Dated as of November 13, 2006
Indenture • November 16th, 2006 • Conexant Systems Inc • Semiconductors & related devices • New York

INDENTURE dated as of November 13, 2006, among CONEXANT SYSTEMS, INC, a Delaware corporation (the “Company”) and certain subsidiaries of the Company (the “Subsidiary Guarantors”) from time to time parties hereto and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as Trustee (in such capacity, the “Trustee”) and as Collateral Agent (in such capacity, “Collateral Agent”).

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