Registration Rights Agreement Dated as of February 7, 2007 between Newport Corporation and Merrill Lynch, Pierce, Fenner & Smith IncorporatedRegistration Rights Agreement • February 7th, 2007 • Newport Corp • Laboratory apparatus & furniture • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of February 1, 2007, between the Company and the Initial Purchaser (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchaser of an aggregate of $150,000,000 aggregate principal amount ($175,000,000 principal amount if the Initial Purchaser exercises its overallotment option in full) of the Company’s 2.50% Convertible Subordinated Notes due 2012 (the “Notes” and together with the shares of common stock of the Company into which the Notes are convertible, the “Securities”). In order to induce the Initial Purchaser 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.
