0000808326-07-000033 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • April 10th, 2007 • Emcore Corp • Semiconductors & related devices • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 9, 2007, is entered into between EMCORE Corporation, a New Jersey corporation (the “Company”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

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CONSENT TO AMENDMENT AND WAIVER
Consent to Amendment and Waiver • April 10th, 2007 • Emcore Corp • Semiconductors & related devices • New York

This CONSENT TO AMENDMENT AND WAIVER (this “Consent”), dated as of April 9, 2007 (the “Effective Date”), is entered into among EMCORE Corporation, a New Jersey corporation (the “Company”), and the beneficial owners party hereto (collectively, the “Consenting Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture, dated as of February 24, 2004 (the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

CONSENT TO AMENDMENT AND WAIVER
Consent to Amendment and Waiver • April 10th, 2007 • Emcore Corp • Semiconductors & related devices • New York

This CONSENT TO AMENDMENT AND WAIVER (this “Consent”), dated as of April 9, 2007 (the “Effective Date”), is entered into among EMCORE Corporation, a New Jersey corporation (the “Company”), and the beneficial owner party hereto (the “Consenting Holder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture, dated as of November 16, 2005 (the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

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