REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2005 • Audiocodes LTD • Telephone & telegraph apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2004 between AudioCodes Ltd., an Israeli company (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc. and CIBC World Markets Corp. (collectively, the “Initial Purchasers”), pursuant to the Purchase Agreement, dated November 3, 2004 (the “Purchase Agreement”), between the Company and the Initial Purchasers, which provides for the sale by the Company to the Initial Purchasers of an aggregate of $100 million principal amount of the Notes (as defined herein) and grants the Initial Purchasers an option to purchase an additional $25 million principal amount of the Notes. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
AUDIOCODES LTD. (an Israeli company) 2.00% Senior Convertible Notes due 2024 PURCHASE AGREEMENTPurchase Agreement • April 5th, 2005 • Audiocodes LTD • Telephone & telegraph apparatus • New York
For purposes of the opinions set forth below, “Non-Acquired Subsidiary” refers to each Designated Subsidiary other than Ai-Logix, Inc.
