0001193125-07-055951 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • March 16th, 2007 • Magma Design Automation Inc • Services-prepackaged software

This Exchange Agreement (this “Agreement”) is made and entered into as of this day of March, 2007, by and between (the “Holder”), and Magma Design Automation, Inc., a Delaware corporation (the “Company”).

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REGISTRATION RIGHTS AGREEMENT AMENDMENT
Registration Rights Agreement • March 16th, 2007 • Magma Design Automation Inc • Services-prepackaged software • New York

This Registration Rights Agreement Amendment (this “Agreement”) is made and entered into as of this day of March, 2007, by and between the parties listed on Schedule A attached hereto (each a “Holder,” and, collectively, the “Holders”), and Magma Design Automation, Inc., a Delaware corporation (the “Company”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 16th, 2007 • Magma Design Automation Inc • Services-prepackaged software • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is entered into as of March , 2007, by and between Magma Design Automation, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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