Registration Rights AgreementRegistration Rights Agreement • May 23rd, 2006 • Fei Co • Laboratory analytical instruments • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of May 15, 2006, among the Company and the Initial Purchasers (the ”Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $100,000,000 aggregate principal amount ($115,000,000 principal amount if the Initial Purchasers exercise their option in full) of the Company’s 2.875% Convertible Subordinated Notes due 2013 (the ”Securities”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
PURCHASE AGREEMENTPurchase Agreement • May 23rd, 2006 • Fei Co • Laboratory analytical instruments • New York
The Notes will be convertible into fully paid, nonassessable shares of common stock of the Company, no par value per share (the ”Common Stock”), on the terms, and subject to the conditions, set forth in the Indenture (as defined below). As used herein, “Conversion Shares” means the shares of Common Stock into which the Notes are convertible, and each Conversion Share will have attached thereto the right to purchase one one-thousandth (0.001) of a share of the Series A Participating Preferred Stock of the Company (each, a ”Right”), issuable by the Company pursuant to the Preferred Stock Rights Agreement by and between the Company and Mellon Investor Services LLC, as rights agent, dated as of July 21, 2005. The Notes will be issued pursuant to an indenture (the ”Indenture”) to be dated as of the First Delivery Date (as defined in Section 2(a)), between the Company and The Bank of New York Trust Company, a California state chartered banking corporation (the ”Trustee”).
