WINTEGRA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 9th, 2006 • Wintegra Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT is entered into, effective as of _____________ by and between Wintegra, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”), effective as of the date that the Registration Statement on Form S-1 related to the initial public offering of the Company’s Common Stock is declared effective by the United States Securities and Exchange Commission.
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
Underwriting AgreementUnderwriting Agreement • June 26th, 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 1,830,000 shares and, at the election of the Underwriters, up to 136,469 additional shares of Stock. The aggregate of 5,000,000 shares to be sold by the Company and the Selling Stockholders is herein called the "Firm Shares" and the aggregate of 750,000 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
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2006 • Wintegra Inc • Semiconductors & related devices
This Amendment to Employment Agreement (the “Amendment”) is made and entered into as of March 27 2006 (“Effective Date”) by and among Wintegra, Ltd. a company Incorporated under the laws of the State of Israel, with its principal offices at Ra'anana, Israel (the “Company”), and Ricardo Berger, residing at Ra'anana (the “Executive”).
SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT October 31, 2008Investors’ Rights Agreement • May 7th, 2010 • Wintegra Inc • Semiconductors & related devices
THIS SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 31st day of October, 2008, 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 an “E-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”, the holders of Series C Preferred Shares listed on Schedule D hereto, each of which is referred to as a "C-Investor" and the holders of Series D Preferred Shares listed on Schedule E hereto, each of which is herein referred to as a “D-Investor (the E-Investors, 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 F hereto, each of whom is herein referred to as a “Foun
DSL MULTI-PROTOCOL DSLAM (MP-DSLAM) AGREEMENTDslam) Agreement • June 26th, 2006 • Wintegra Inc • Semiconductors & related devices • Texas
THIS DSL MULTI-PROTOCOL DSLAM (MP-DSLAM) AGREEMENT (this “Agreement”) is entered into this 24th day of November, 2003 (the "Effective Date") by and between Texas Instruments Incorporated ("TI"), with offices at 12500 TI Boulevard, Dallas, TX 75243, and Wintegra, Ltd. ("Wintegra"), a company incorporated under the laws of Israel with its principal place of business located at 6 Hamasger Street, P.O.B. 3048, 43653 Ra’anana, Israel. (TI and Wintegra are each individually a “Party”, and collectively the “Parties”).
AMENDMENT TO LOAN AGREEMENTLoan Agreement • June 9th, 2006 • Wintegra Inc • Semiconductors & related devices
This PLEDGE AND SECURITY AGREEMENT, dated as of June 4th, 2002 (this "Agreement"), by and among Wintegra Inc., a Delaware corporation (the "Grantor"), and Plenus Technologies Ltd., as Collateral Agreement ("Plenus" or "Collateral Agent").
PALMCHIP TECHNOLOGY LICENSE AGREEMENTLicense Agreement • June 26th, 2006 • Wintegra Inc • Semiconductors & related devices • California
WINTEGRA LTD. JACOB (KOBI) BEN ZVI EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2006 • Wintegra Inc • Semiconductors & related devices
THIS AGREEMENT (the “Agreement”) is made and entered into effective as of January 1, 2006 (“Effective Date”), by and between Wintegra Ltd. of 6 Hamasger St. Raa’nana, Israel (the “Company”), and Jacob (Kobi) Ben Zvi, Israeli I.D. No. 51713709, Israel, (“Executive”).
FOUNDER STOCK PURCHASE AGREEMENTAssignment Agreement • May 2nd, 2006 • Wintegra Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT is made as of the 26th day of January, 2000 (the "Effective Date") by and between Wintegra, Inc., a Delaware corporation (the "Company"), and Robert O'Dell (the "Purchaser").
Second Addendum to the Unprotected Rental Agreement Dated July 15, 2001Unprotected Rental Agreement • May 12th, 2006 • Wintegra Inc • Semiconductors & related devices
Whereas the Lessor and the Lessee are parties to an unprotected rental agreement dated July 15, 2001, including its various appendices, and an Addendum to the Agreement dated July 31, 2005, attached to this Addendum and constituting an integral part thereof (hereinafter, jointly - “the Rental Agreement”).
MENTOR GRAPHICS INTELLECTUAL PROPERTY CUSTOMER AGREEMENT Agreement No. 1A-3139Mentor Graphics Intellectual Property Customer Agreement • June 26th, 2006 • Wintegra Inc • Semiconductors & related devices • Oregon
This Agreement is between Mentor Graphics Corporation and Mentor Graphics (Ireland) Limited, as may be represented by the affiliated company identified in the signature block below ("Mentor Graphics"), and Wintegra Ltd at 6 Hamasger Street, Ra'anana, 43653 Israel ("Customer"). This Agreement is effective as of the date last signed below by authorized representatives of the parties.
Wintegra logo] Date: August 12, 2004 Customer’s name: WINTEGRA LTD. Corporate no.: 512901075 Address: 6 Hamasger St. Ra'anana Account No.: ______________________, To: United Mizrahi Bank Ltd. Dear Sir, Re: Framework Agreement for Foreign Currency LoansWintegra Inc • May 12th, 2006 • Semiconductors & related devices
It is hereby agreed and declared between Wintegra Ltd. (hereinafter: the “Borrower”) and United Mizrahi Bank Ltd. (hereinafter: the “Bank”) that the following terms and conditions shall apply to all loans that the Bank shall make available from time to time to the Borrower, in accordance with (i) this Framework Agreement for Foreign Currency Loans (hereinafter: the “Agreement”) and (ii) every specific loan agreement in the form attached hereto as Appendix “A” (hereinafter: the “Loan Agreement”), such Loan Agreement being deemed to form an integral part of the Agreement and will be submitted to the Bank from time to time in the future, in accordance with the terms of the Agreement and approved by the Bank.
Memorandum of Understanding between Wintegra, Inc. and Texas Instruments IncorporatedWintegra Inc • June 26th, 2006 • Semiconductors & related devices • Texas
This Memorandum of Understanding (“MOU”) is entered into as of April 20, 2005, (the “Effective Date”), by and between Wintegra, Inc., a Delaware corporation, with principal offices located at 6850 Austin Center Blvd., Suite 215, Austin, Texas 78731, Wintegra Ltd., a company incorporated under the laws of Israel with its principal place of business located at 6 Hamasger St. P.O. Box 3048, 43653 Ra’anana Israel (Wintegra, Inc. and Wintegra, Ltd shall be referred to as “Wintegra”) and Texas Instruments Incorporated, a Delaware corporation with principal offices located at 12500 TI Boulevard, Dallas, Texas 75243 (“TI”).
MASTER LICENSE AGREEMENTMaster License Agreement • May 12th, 2006 • Wintegra Inc • Semiconductors & related devices • California
This Master License Agreement (“Agreement”) is made and entered into__12/20/00_________ (“Effective Date”) by and between Virage Logic Corporation (“Virage Logic”), a Delaware corporation, with offices at 46501 Landing Parkway, Fremont, California 94538, and Wintegra, Inc. and its wholly owned subsidiary Wintegra Ltd. Wintegra Inc. is a Delaware corporation, with offices at 7000 N. MoPac Expressway, Ste 200, Austin, Texas 78731 and Wintegra Ltd. is an Israel corporation with offices at Taya Center 9 Hata’asia St., Ra’anana Industrial Park, 43654 Israel, P.O.B. 3048. Collectively, Wintegra, Inc. and Wintegra Ltd. are known as “Licensee”.
MASTER TECHNOLOGY LICENSE AGREEMENT FOR MIPS CORESMaster Technology License Agreement • April 5th, 2006 • Wintegra Inc • Semiconductors & related devices • California
Licensee desires to license from MIPS and MIPS is willing to license to Licensee the intellectual property associated with the MIPS Core described below subject to the terms and conditions of the Master Technology License Agreement for MIPS Cores between MIPS and Licensee made to be effective as of January 9, 2001 (the "Agreement" or "Master Agreement") and this MIPS Core Technology Schedule (the "Technology Schedule") to be effective as of ________, 200_ (the "Schedule Effective Date"). All of the terms and conditions of the Master Agreement are incorporated herein and shall apply to this Technology Schedule. Unless otherwise indicated, all capitalized terms shall have the meanings assigned in the Master Agreement:
Co-Marketing and Software License AgreementMarketing and Software License Agreement • May 8th, 2006 • Wintegra Inc • Semiconductors & related devices • Texas
This Agreement is made and entered into as of April 16, 2003, (“Effective Date”) by and between Wintegra, Inc., a Delaware corporation with its principal place of business located at 7200 North MoPac Expressway, Suite 270, Austin, Texas 78731, Wintegra Ltd., a company incorporated under the laws of the State of Israel (Wintegra, Inc. and Wintegra Ltd. shall be referred to as "Wintegra" or “Licensor”) and Texas Instruments Incorporated, a Delaware corporation with its principal place of business located at 12500 TI Boulevard, Dallas, Texas, 75243 (“TI” or “Licensee”)(collectively, the “Parties,” or individually, each a “Party”).
AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 22, 2006Rights Agreement • June 26th, 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").
AMENDMENT NO. 1 TO LEASELease • May 2nd, 2006 • Wintegra Inc • Semiconductors & related devices • Texas
This AMENDMENT NO. 1 TO LEASE (“this Amendment”) is made as of the 21st day of April, 2006, between PROMINENT NORTHPOINT L.P., a Texas limited partnership (as successor-in interest to Connecticut General Life Insurance Company, A Connecticut Corporation, on Behalf of its Separate Account R) (“Landlord”) and Wintegra, Inc., ("Tenant").
AMENDMENT TO OFFER LETTEROffer Letter • May 8th, 2006 • Wintegra Inc • Semiconductors & related devices • Texas
This Amendment to Offer Letter (the “Amendment”) is made and entered into as of April 12 2006 (“Effective Date”) by and among Wintegra, Inc. a private company Incorporated under the laws of the State of Delaware, with its principal offices at Austin, Texas (the “Company”), and Michael Phillip, residing at 4100 Dunning Lane, Austin, TX 78746 (the “Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2010 • Wintegra Inc • Semiconductors & related devices
This Amendment to Employment Agreement (the “Amendment”) is made and entered into as of December 12, 2006 (“Effective Date”) by and among Wintegra, Ltd. a company Incorporated under the laws of the State of Israel, with its principal offices at Ra'anana, Israel (the “Company”), and Shai Shahar, residing at Israel (the “Employee”).
WINTEGRA, INC. JACOB (KOBI) BEN ZVI EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2006 • Wintegra Inc • Semiconductors & related devices • Texas
This Employment Agreement (the “Agreement”) is entered into as of January 1, 2006, (the “Effective Date”) by and between Wintegra, Inc. (the ”Company”) and Jacob (Kobi) Ben Zvi (“Executive”) (together, the “Parties”).
Employment AgreementEmployment Agreement • May 7th, 2010 • Wintegra Inc • Semiconductors & related devices
We are pleased to inform you that you have been accepted for employment at Wintegra ltd. (hereinafter: the “Company”), starting as of December 12, 2006. Division into paragraphs and titles are for purposes of convenience only, and are not to be used for interpretation. Appendices to this Agreement constitute an integral part of the Agreement.
Third Addendum to the Unprotected Rental Agreement Dated July 15, 2001Unprotected Rental Agreement • June 11th, 2010 • Wintegra Inc • Semiconductors & related devices
SERVICES AGREEMENTServices 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”).
SERVICES AGREEMENTServices Agreement • May 2nd, 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").
NORTHPOINT CENTRE OFFICE LEASE AGREEMENT By and Between Connecticut General Life Insurance Company, a Connecticut corporation, on behalf of its Separate Account R (“Landlord”) and Wintegra, Inc. (“Tenant”) DATED: _____________________Lease Agreement • February 17th, 2006 • Wintegra Inc • Semiconductors & related devices • Texas
THIS LEASE AGREEMENT (“Lease”) is made and entered into as of the date indicated below by and between Connecticut General Life Insurance Company, a Connecticut corporation, on behalf of its Separate Account R (“Landlord”); Wintegra, Inc., a Delaware Corporation (“Tenant”). Subject to and upon the terms, provisions, and conditions set forth in this Lease, and each in consideration of the duties, covenants, and obligations of the other hereunder, Landlord does lease, demise, and let the Leased Premises (defined below) to Tenant, and Tenant does lease, demise, and take the Leased Premises from Landlord.
Memorandum of UnderstandingWintegra Inc • June 9th, 2006 • Semiconductors & related devices
This Memorandum of Understanding describes the collaboration between Wintegra Ltd. and PMC-Sierra, Inc. on the design of an 8 port T1/E1 development kit that enables evaluation of the PM4358 COMET OCTAL device with the WinPath2 Development System. The 8 port T1/E1 development board which has been designed by PMC-Sierra is known as the ORBIT Daughter Board.
Jauher Zaidi President and CEO Palmchip CorporationWintegra Inc • May 12th, 2006 • Semiconductors & related devices
Co-Marketing and Software License AgreementMarketing and Software License Agreement • June 26th, 2006 • Wintegra Inc • Semiconductors & related devices • Texas
This Agreement is made and entered into as of April 16, 2003, (“Effective Date”) by and between Wintegra, Inc., a Delaware corporation with its principal place of business located at 7200 North MoPac Expressway, Suite 270, Austin, Texas 78731, Wintegra Ltd., a company incorporated under the laws of the State of Israel (Wintegra, Inc. and Wintegra Ltd. shall be referred to as "Wintegra" or “Licensor”) and Texas Instruments Incorporated, a Delaware corporation with its principal place of business located at 12500 TI Boulevard, Dallas, Texas, 75243 (“TI” or “Licensee”)(collectively, the “Parties,” or individually, each a “Party”).
AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 22, 2006Rights 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").
Supply and License AgreementSupply and License Agreement • June 26th, 2006 • Wintegra Inc • Semiconductors & related devices • Texas
This Agreement is made and entered into as of April 16, 2003, (“Effective Date”) by and between Wintegra, Inc., a Delaware corporation with its principal place of business located at 7200 North MoPac Expressway, Suite 270, Austin, Texas 78731, Wintegra Ltd., a company incorporated under the laws of Israel with its principal place of business located at 6 Hamasger St. P.O. Box 3048, 43653 Ra'anana Israel (Wintegra, Inc. and Wintegra, Ltd shall be referred to as "Wintegra" or “Licensor”) and Texas Instruments Incorporated, a Delaware corporation with its principal place of business located at 12500 TI Boulevard, Dallas, Texas, 75243 (“TI” or “Licensee”) (collectively, the “Parties,” or individually, each a “Party”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2006 • Wintegra Inc • Semiconductors & related devices • Texas
This Amendment to Employment Agreement (the “Amendment”) is made and entered into as of April 12 2006 (“Effective Date”) by and among Wintegra, Inc. a private company Incorporated under the laws of the State of Delaware, with its principal offices at Austin, Texas (the “Company”), and Robert O’Dell, residing at 5604 Sedona Drive, Austin Texas, 78759 (the “Employee”).
Supply and License AgreementSupply and License Agreement • May 8th, 2006 • Wintegra Inc • Semiconductors & related devices • Texas
This Agreement is made and entered into as of April 16, 2003, (“Effective Date”) by and between Wintegra, Inc., a Delaware corporation with its principal place of business located at 7200 North MoPac Expressway, Suite 270, Austin, Texas 78731, Wintegra Ltd., a company incorporated under the laws of Israel with its principal place of business located at 6 Hamasger St. P.O. Box 3048, 43653 Ra’anana Israel (Wintegra, Inc. and Wintegra, Ltd shall be referred to as "Wintegra" or “Licensor”) and Texas Instruments Incorporated, a Delaware corporation with its principal place of business located at 12500 TI Boulevard, Dallas, Texas, 75243 (“TI” or “Licensee”)(collectively, the “Parties,” or individually, each a “Party”).
PALMCHIP TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • May 8th, 2006 • Wintegra Inc • Semiconductors & related devices • California
The parties to this Technology License Agreement ("Agreement") are PALMCHIP CORPORATION ("Licensor") and WINTEGRA CORPORATION ("Licensee") both having principal places of business at the addresses specified in the signature blocks below.
