0000912057-01-529057 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated as of July 16, 2001
Registration Rights Agreement • August 15th, 2001 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California

This REGISTRATION RIGHTS AGREEMENT dated as of July , 2001, is made and entered into by and between U.S. Bancorp Investments, Inc., a Minnesota corporation ("Investor"), and Photon Dynamics, Inc., a California corporation (the "Company"). Capitalized terms not otherwise defined herein have the meanings set forth in Section 6.

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