0001144204-06-012510 Sample Contracts

INVESTORS’ RIGHTS AGREEMENT February 9, 2006
Investors’ Rights Agreement • March 30th, 2006 • Wintegra Inc • Semiconductors & related devices

THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 9th day of February, 2006, by and among Wintegra, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as a “D-Investor”, the holders of Series A Preferred Shares listed on Schedule B hereto, each of which is herein referred to as an “A-Investor”, the holders of Series B Preferred Shares listed on Schedule C hereto, each of which is herein referred to as an “B-Investor” and the holders of Series C Preferred Shares listed on Schedule D hereto, each of which is referred to as a "C-Investor" (the D-Investors, C-Investors, B-Investors and the A-Investors shall jointly be referred to as the “Investors”) and the holders of Common Stock listed on Schedule E hereto, each of whom is herein referred to as a “Founder.”

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SERVICES AGREEMENT
Services Agreement • March 30th, 2006 • Wintegra Inc • Semiconductors & related devices

THIS AGREEMENT (the “Agreement”) is made and entered into this 1st day of February, 2002 (the "Effective Date"), by and between Wintegra Ltd. (P.C. No. 51-290107-5), of business address at Taya Center 6, Hamasger St. P.O.B. 3048, 43653 Ra'anana, Israel (“Wintegra”), and Shardan B Management Services Ltd. (in formation) of 13A Shphinoza St. Herzlia 46683, Israel (the “Company”).

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