DEALER MANAGER AGREEMENT Dealer Manager AgreementDealer Manager Agreement • June 29th, 2017 • Ciena Corp • Telephone & telegraph apparatus • New York
Ciena Corporation, a Delaware corporation (the “Company”), proposes to make an offer (together with any amendments, supplements or extensions thereof, each an “Offer”) for any and all of its outstanding 3.75% Convertible Senior Notes due 2018 (the “Outstanding Securities”) in exchange for consideration consisting of, with respect to the Outstanding Securities, newly issued convertible debt securities of the Company, (collectively, the “Exchange Securities”) and cash (together with the Exchange Securities, the “Exchange Consideration”). The Exchange Securities are to be issued under an indenture among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Indenture”). Any shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), into which the Exchange Securities are convertible are referred to herein as the “Underlying Securities.”
