REGISTRATION RIGHTS AGREEMENT
AGREEMENT, made as of the 30/th/ day of March, 2000, by and among MIND C.T.I. Ltd., an Israeli
corporation (the "Company"), those persons set forth on Schedule 1 as Investors (each an "Investor" and
collectively the "Investors"), and those persons set forth on Schedule 2 as Principal Shareholders (each, a
"Principal Shareholder" and collectively, the "Principal Shareholders").
WHEREAS, the Investors are acquiring an aggregate of 111,111 Series A Convertible Preferred Shares, par
value NIS 0.01 per share, of the Company (the "Series A Preferred Shares") and 27,778 Series B Convertible
Preferred Shares, par value NIS 0.01 per share, of the Company (the "Series B Preferred Shares"), pursuant to
the terms of a Share Purchase Agreement dated as of the date hereof among the Company, the Investors, and
certain other parties named therein (the "Purchase Agreement"); and
WHEREAS, it is a condition to the obligations of the Investors under the Purchase Agreement that this
Agreement be executed by the parties hereto in order to provide the Investors with certain registration rights, and
the parties are willing to execute this Agreement and to be bound by the provisions hereof;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto
agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective
"Act" means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at the time.
"Commission" means the Securities and Exchange Commission, or any other Federal agency at the time
administering the Act.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and
the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.