Underwriting AgreementUnderwriting Agreement • June 27th, 2006 • Wintegra Inc • Semiconductors & related devices • New York
Wintegra, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 3,170,000 shares and, at the election of the Underwriters, up to 613,531 additional shares of the Common Stock, $0.001 par value, ("Stock") of the Company, and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,721,401 shares and, at the election of the Underwriters, up to 82,194 additional shares of Stock. The aggregate of 4,891,401 shares to be sold by the Company and the Selling Stockholders is herein called the "Firm Shares" and the aggregate of 695,725 additional shares to be sold by the Company and the Selling Stockholders is herein called the "Optional Shares." The Firm Shares and the Optional Shares that the Underwriters
INVESTORS’ RIGHTS AGREEMENT February 9, 2006Investors’ Rights Agreement • June 27th, 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.”
AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 22, 2006Investors’ Rights Agreement • June 27th, 2006 • Wintegra Inc • Semiconductors & related devices
THIS AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT ("Amendment") is made as of the 22nd 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").
