0001144204-05-020341 Sample Contracts

AMENDMENT NO. 1 TO AGREEMENT
Amendment No. 1 to Agreement • June 30th, 2005 • Powerdsine LTD • Communications equipment, nec • New York

This AMENDMENT NO. 1 dated as of April 18, 2005 (this “Amendment”), to the Agreement dated as of May 12, 2004 (the “Original Agreement”), among PowerDsine Ltd., a company organized under the laws of the State of Israel (the “Company”), General Atlantic Partners 78, L.P., a Delaware limited partnership (“GAP LP”), General Atlantic Partners (Bermuda), L.P., a Bermuda limited partnership (“GAP Bermuda”), GAP-W International, L.P., a Bermuda limited partnership (“GAP-W International”), GapStar, LLC, a Delaware limited liability company (“GapStar”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”), and GAPCO GmbH & Co. KG, a German limited partnership (“GAPCO KG” and, collectively, with GAP LP, GAP Bermuda, GAP-W International, GapStar, GAPCO III and GAPCO IV, the “Purchasers”).

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