AMENDED AND RESTATED PREFERRED STOCK PURCHASE AGREEMENT

        THIS AMENDED AND RESTATED PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made on the 15th day of October, 2002 (the "Effective Date"), by and between JAZZ SEMICONDUCTOR, INC., a Delaware corporation (the "Company"), and RF MICRO DEVICES, INC., a North Carolina corporation ("RFMD"), and amends and fully restates in its entirety as set forth herein that certain Preferred Stock Purchase Agreement dated as of August 22, 2002, by and between the Company and RFMD (the "Original Purchase Agreement").

        1.    Subscription for and Issuance of Preferred Stock.    


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.


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        2.    Representations and Warranties of the Company.    As a material inducement to RFMD to enter into this Agreement and purchase the Shares hereunder, the Company hereby represents and warrants to RFMD that:

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        3.    Representations and Warranties of RFMD.    As a material inducement to the Company to enter into this Agreement and sell the Shares hereunder, RFMD hereby represents and warrants to the Company that:

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        4.    Covenants.    

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        5.    Conditions to Closing.    

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        6.    Indemnification.    

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        7.    Miscellaneous.    

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[Signature page follows]

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        IN WITNESS WHEREOF, the parties have executed this Amended and Restated Preferred Stock Purchase Agreement as of the date first above written.

  COMPANY
    
  JAZZ SEMICONDUCTOR, INC.,
a Delaware corporation
    
    
  By:/s/  SHU LI      
Shu Li
President and Chief Executive Officer
    
  Address:4321 Jamboree Blvd.
Newport Beach, CA 92660
  Fax No.:(949) 435-8455
  Attention:Legal Counsel
    
  With a copy to:
    
  Latham & Watkins
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
Attn: Jonn R. Beeson
Facsimile: (714) 755-8290
    
  RFMD
    
  RF MICRO DEVICES, INC.,
a North Carolina corporation
    
    
  By:/s/  JERRY D. NEAL      
Jerry D. Neal
Executive Vice President of Marketing &
Strategic Development
    
  Address:7628 Thorndike Road
Greensboro, NC 27409
  Fax No.:(336) 931-7655
  Attention:Suzanne Rudy
    
  With a copy to:
    
  Womble Carlyle Sandridge & Rice, PLLC
200 West Second Street
Winston-Salem, NC 27101
Attn: Jeffrey C. Howland, Esq.
Facsimile: (336) 733-8371

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SCHEDULE 2.5(a)

STOCKHOLDERS

Classification of Stock

  Stockholder
  Number of Shares
Outstanding

Series A Preferred Carlyle Partners III, L.P. 50,254,440
Series A Preferred Carlyle High Yield Partners, L.P. 2,750,000
Series A Preferred CP III Coinvestment, L.P. 1,995,560

Series B Preferred

 

Conexant Systems, Inc.

 

45,000,000

Series A Common

 

 

 

no shares outstanding
Series B Common   no shares outstanding

Total Options issued as of August 22, 2002

 

 

 

no more than 8,000,000

SCHEDULE 2.5(c)

COMPANY SUBSIDIARIES

        Newport Fab, LLC—membership interest owned 100% by Jazz Semiconductor, Inc.


SCHEDULE 2.7

FINANCIAL STATEMENTS

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.


SCHEDULE 2.9

MATERIAL LITIGATION

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.


SCHEDULE 2.10

CHANGES SINCE STATEMENT DATE

[SEE ATTACHED]


[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.


SCHEDULE 2.11

PROPRIETARY ASSETS

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.


SCHEDULE 2.15

ARRANGEMENTS WITH CONEXANT

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

Source: OneCLE Business Contracts.