MAGMA DESIGN AUTOMATION, INC. Zero Coupon Convertible Subordinated Notes due 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2003 • Magma Design Automation Inc • Services-prepackaged software • New York
Magma Design Automation, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC and UBS Warburg LLC (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated May 16, 2003 (the “Purchase Agreement”), $150,000,000 aggregate principal amount (plus up to an additional $30,000,000 principal amount) of its Zero Coupon Convertible Subordinated Notes due 2008 (the “Notes”). The Notes will be issued pursuant to an Indenture, dated as of May 22, 2003 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of (i) the Initial Purchasers as Initial Purchasers and (ii) the beneficial owners (including the Initial Purchasers) from time to time of the Notes and of the Underlying Common Stock (as defined herein) issued upon conversion of
