EXCHANGE AGREEMENTExchange Agreement • March 5th, 2007 • Magma Design Automation Inc • Services-prepackaged software
This Exchange Agreement (this “Agreement”) is made and entered into as of this day of February, 2007, by and between (the “Holder”), and Magma Design Automation, Inc., a Delaware corporation (the “Company”).
MAGMA DESIGN AUTOMATION, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2007 • Magma Design Automation Inc • Services-prepackaged software • New York
Magma Design Automation, Inc., a Delaware corporation (the “Company”), proposes to issue to the initial purchasers set forth on Schedule A attached hereto (the “Initial Purchasers”), upon the terms set forth in those certain exchange agreements, each dated February 27, 2007 (each, an “Exchange Agreement” and, collectively, the “Exchange Agreements”), $47,439,000 aggregate principal amount of its 2.00% Convertible Senior Notes due 2010 (the “Notes”). The Notes will be issued pursuant to an Indenture, dated as of March 5, 2007 (the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to each Initial Purchaser to enter into its respective Exchange Agreement, the Company agrees with each Initial Purchaser, for the benefit of 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 the Notes (each of the foregoin
