Ceragon Networks Ltd. Ordinary Shares UNDERWRITING AGREEMENT dated November ___, 2007 Banc of America Securities LLC Lehman Brothers Inc.Underwriting Agreement • November 5th, 2007 • Ceragon Networks LTD • Radio & tv broadcasting & communications equipment • New York
The undersigned is an owner of record or beneficially of certain shares of Ordinary Shares of the Company (“Ordinary Shares”) or securities convertible into or exchangeable or exercisable for Ordinary Shares. The Company proposes to carry out a public offering of Ordinary Shares (the “Offering”) for which you will act as the representatives of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering.
