Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - WINTEGRA INC | v181667_s1.htm |
| EX-3.1 - EXHIBIT 3.1 - WINTEGRA INC | v181667_ex3-1.htm |
| EX-3.3 - EXHIBIT 3.3 - WINTEGRA INC | v181667_ex3-3.htm |
| EX-4.2 - EXHIBIT 4.2 - WINTEGRA INC | v181667_ex4-2.htm |
| EX-23.3 - EXHIBIT 23.3 - WINTEGRA INC | v181667_ex23-3.htm |
| EX-23.1 - EXHIBIT 23.1 - WINTEGRA INC | v181667_ex23-1.htm |
| EX-10.13 - EXHIBIT 10.13 - WINTEGRA INC | v181667_ex10-13.htm |
| EX-10.13.1 - EXHIBIT 10.13.1 - WINTEGRA INC | v181667_ex10-131.htm |
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
FILED
TO AMEND
THE
NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
WINTEGRA, INC.
Wintegra,
Inc., a corporation organized and existing under the laws of the State of
Delaware (the “Corporation”), hereby
certifies as follows:
FIRST: The name of the
Corporation is Wintegra, Inc. The original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware on
January 26, 2000. The Ninth Restated and Amended Certificate of Incorporation
was filed with the Secretary of State of the State of Delaware on October 29,
2008.
SECOND: This Certificate of
Amendment amends the Ninth Restated and Amended Certificate of Incorporation of
the Corporation and has been duly adopted and approved in accordance with
Sections 242 of the General Corporation Law of the State of Delaware.
Stockholder approval of this Certificate of Amendment was given by written
consent of the stockholders of the Corporation in accordance with Section 228 of
the General Corporation Law of the State of Delaware.
THIRD: Article IV, I. shall
be amended in its entirety to state as follows:
ARTICLE
IV
I. Classes of Stock. This
Corporation is authorized to issue two classes of stock to be designated,
respectively, “Common
Stock” and "Preferred
Stock". The total number of shares that this Corporation is authorized to
issue is forty million six hundred and eighty five thousand six hundred fifteen
(40,685,615) shares, of which twenty-eight million (28,000,000) shall be shares
of Common Stock, US$ 0.001 par value each, and the remaining twelve million six
hundred and eighty five thousand six hundred fifteen (12,685,615) shall be
Preferred Stock.
The
Preferred Stock may be issued from time to time in one or more series. The first
series of Preferred Stock shall be designated as Series A Preferred Stock, which
series shall consist of 2,525,000 shares (“Series A Preferred Stock”) and
shall have the rights, preferences, privileges and restrictions set forth
herein. The second series of Preferred Stock shall be designated as Series B
Preferred Stock, which series shall consist of 3,989,019 shares (“Series B Preferred Stock”) and
shall have the rights, preferences, privileges and restrictions set forth
herein. The third series of Preferred Stock shall be designated as Series C
Preferred Stock, which series shall consist of 5,211,751 shares (“Series C Preferred Stock”) and
shall have the rights, preferences, privileges and restrictions set forth
herein. The fourth series of Preferred Stock shall be designated as Series D
Preferred Stock, which series shall consist of 426,512 shares (“Series D Preferred Stock”) and
shall have the rights, preferences, privileges and restrictions set forth
herein. The fifth series of Preferred Stock shall be designated as Series E
Preferred Stock, which series shall consist of 533,333 shares (“Series E Preferred Stock”) and
shall have the rights, preferences, privileges and restrictions set forth
herein. Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock and Series E Preferred Stock shall be referred
to as the “Preferred
Stock”. For the purposes of this Ninth Restated and Amended Certificate
of Incorporation, any reference to "Preferred Stock" shall be to
one combined class of shares.
IN WITNESS HEREOF, Wintegra,
Inc. has caused this Certificate of Amendment to be signed by its President this
29th
day of January, 2009.
|
/s/
J. Ben-Zvi
Jacob
(Kobi) Ben-Zvi
President
|
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