Form of Registration Rights AgreementRegistration Rights Agreement • July 18th, 2006 • Primus Telecommunications Holdings Inc • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 28, 2006, by and among Primus Telecommunications Group, Incorporated, a Delaware corporation (“Primus”), Primus Telecommunications Holding, Inc., a Delaware corporation (“Holding” and together with Primus the “Company”), and the Purchasers, each of whom has agreed to acquire from Primus, Holding’s 5.00% Exchangeable Senior Notes due 2009 fully and unconditionally guaranteed by Primus (the “Guarantee”) pursuant to the Exchange Agreements (as defined below) and the Purchase Agreements (as defined below). The Notes will be exchangeable into shares of Common Stock (as defined below) pursuant to the terms of the Indenture (as defined below). As an inducement to the Purchasers to acquire the Notes, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
