Preview | Affiliate Agreement |

Subject to the last paragraph below, I have been advised that as of the date hereof I may be deemed to be an affiliate of PowerDsine Ltd., an Israeli company (the Company), as the term affiliate is defined for purposes of paragraphs (c) and (d) of Rule 145 (Rule 145) of the rules and regulations of the Securities and Exchange Commission (the SEC) under the U.S. Securities Act of 1933, as amended (collectively, the 1933 Act). I have been further advised that pursuant to the terms of the Agreement and Plan of Merger dated as of October 24, 2006 (the Merger Agreement), by and among Microsemi Corporation, a Delaware corporation (Parent), Pinnacle Acquisition Corporation Ltd and the Company, and that as a result of consummation of the transactions contemplated by the Merger Agreement (including the merger of Merger Sub with and into the Company (the Merger)), (i) each Company Share outstanding as of the Effective Time shall automatically be converted into the right to receive, inter alia, 0.1498 shares of Parent Common Stock, and (ii) except as otherwise provided in the Merger Agreement, each option, warrant, convertible note or other convertible or exercisable security entitling the holder thereof to acquire Company Shares (the Company Derivative Securities) will be converted into, inter alia, an option, warrant, convertible note or other security to acquire shares of Parent Common Stock at a price and in an amount based on the Option Exchange Ratio set forth in the Merger Agreement (the Parent Derivative Securities).