SECURITY AGREEMENTSecurity Agreement • May 17th, 2005 • Avanex Corp • Semiconductors & related devices • Delaware
SECURITY AGREEMENT, dated as of May , 2005 (as amended, restated or otherwise modified from time to time, this “Agreement”) made by Avanex Corporation, a Delaware corporation, with headquarters located at 40919 Encyclopedia Circle, Fremont, California 94538, (“AVNX”), and the undersigned subsidiaries of AVNX (each a “Subsidiary” and collectively the Subsidiaries, and together with AVNX, each a “Grantor” and, collectively, the “Grantors”) in favor of HBK Investments L.P., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2005 • Avanex Corp • Semiconductors & related devices • Delaware
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 16, 2005, by and among Avanex Corporation, a Delaware corporation, with headquarters located at 409l9 Encyclopedia Circle, Fremont, California 94538 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2005 • Avanex Corp • Semiconductors & related devices • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2005, by and among Avanex Corporation, a Delaware corporation, with headquarters located at 40919 Encyclopedia Circle, Fremont, California 94538 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
PLEDGE AGREEMENTPledge Agreement • May 17th, 2005 • Avanex Corp • Semiconductors & related devices • Delaware
PLEDGE AGREEMENT (this “Agreement”), dated as of May , 2005, made by each entity listed as a pledgor on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”), in favor of HBK INVESTMENTS L.P., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”) (together with its successors, transferees and assigns, the “Investor”).
THIRD AMENDMENT to the PREFERRED STOCK RIGHTS AGREEMENT between AVANEX CORPORATION and EQUISERVE TRUST COMPANY, N.A.Preferred Stock Rights Agreement • May 17th, 2005 • Avanex Corp • Semiconductors & related devices • Delaware
This Third Amendment (the “Third Amendment”) to the Preferred Stock Rights Agreement is made and entered into as of May 16, 2005 between AVANEX CORPORATION, a Delaware corporation (the “Company”), and EQUISERVE TRUST COMPANY, N.A., a national banking association, as Rights Agent (the “Rights Agent”).
GUARANTYGuaranty • May 17th, 2005 • Avanex Corp • Semiconductors & related devices • Delaware
GUARANTY, dated as of May , 2005 made by the undersigned (each, a “Guarantor” and, collectively, the “Guarantors”), in favor of HBK INVESTMENTS L.P., in its capacity as collateral agent (in such capacity, the “Collateral Agent”) on behalf of the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
