DRAFT 11/18/99 ____________ SHARES AVANEX CORPORATION COMMON STOCK, $__ PAR VALUE UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated Lehman Brothers Inc. BancBoston Robertson Stephens Inc. U.S. Bancorp Piper Jaffray Inc. c/o Morgan Stanley & Co....Underwriting Agreement • December 3rd, 1999 • Avanex Corp • New York
BETWEENLease Agreement • December 3rd, 1999 • Avanex Corp • California
1 EXHIBIT 10.14 [SILICON VALLEY BANK LOGO] QUICKSTART LOAN AND SECURITY AGREEMENT BORROWER: Avanex Corporation ADDRESS: 42501 Albrae St. DATE: February 17, 1998 Fremont, CA 94538 SILICON'S OFFER TO EXTEND FINANCING ON THE TERMS SET FORTH HEREIN SHALL...Loan and Security Agreement • December 3rd, 1999 • Avanex Corp
1 EXHIBIT 10.5 AVANEX CORPORATION FOUNDER'S STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of January 13, 1998, by and between Avanex Corporation, a California corporation (the "COMPANY"), and Simon Xiaofan Cao (the "PURCHASER"). Whereas,...Stock Purchase Agreement • December 3rd, 1999 • Avanex Corp • California
AVANEX CORPORATION FIRST AMENDED AND RESTATED SERIES A PREFERRED, SERIES B PREFERRED AND SERIES C PREFERRED STOCK PURCHASE AGREEMENT SERIES A CLOSING: FEBRUARY 10, 1998 SERIES B CLOSING: JUNE 29, 1998 SERIES C CLOSING: FEBRUARY __, 1999Preferred Stock Purchase Agreement • December 3rd, 1999 • Avanex Corp • California
1 EXHIBIT 10.17 Comerica SECURITY AGREEMENT As of September 16, 1999, for value received, the undersigned ("Debtor") grants to Comerica Bank-California ("Bank"), a California banking corporation, a continuing security interest in the collateral (as...Security Agreement • December 3rd, 1999 • Avanex Corp • California
1998 STOCK PLANRestricted Stock Purchase Agreement • December 3rd, 1999 • Avanex Corp • California
1 EXHIBIT 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHER WISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Avanex Corp • December 3rd, 1999 • California
AVANEX CORPORATIONVoting Agreement • December 3rd, 1999 • Avanex Corp
1 EXHIBIT 4.4 WARRANT PURCHASE AGREEMENT Haiguang Lu (the "Purchaser") hereby purchases from Avanex Corporation, a California corporation (the "Seller"), and the Seller hereby sells to the Purchaser, a warrant in the form attached hereto as Exhibit A...Warrant Purchase Agreement • December 3rd, 1999 • Avanex Corp • California
1998 STOCK PLANSecurity Agreement • December 3rd, 1999 • Avanex Corp • California
1 EXHIBIT 10.12 AVANEX CORPORATION SECOND AMENDED AND RESTATED CO-SALE AGREEMENT This Second Amended and Restated Co-Sale Agreement (this "Co-Sale Agreement") is made as of September 14, 1999 by and among Avanex Corporation, a California corporation...Co-Sale Agreement • December 3rd, 1999 • Avanex Corp • California
2- 3 then, with respect to all matters thereafter arising concerning the rights of Indemnitees to payments of Expenses and Expense Advances under this Agreement or any other agreement or under the Company's Certificate of Incorporation or Bylaws as...Indemnification Agreement • December 3rd, 1999 • Avanex Corp • Delaware
2 3 SECTION 4. SECURITY INTERESTS. (a) Borrower hereby grants to Lender a first security interest in all Collateral; (b) This Security Agreement secures (i) the payment of the principal of and interest on the Notes and all other sums due thereunder...Senior Loan and Security Agreement • December 3rd, 1999 • Avanex Corp • California
EXHIBIT 10.28 COMMERCIAL LEASE AGREEMENT THIS LEASE AGREEMENT is entered into by: 1. LANDLORD: Jackson-Shaw Partners No. 33, Ltd. ("Landlord"). 2. TENANT: KLA Instruments Corporation ("Tenant"). 3. LEASED PREMISES: In consideration of the rents, terms...Commercial Lease Agreement • December 3rd, 1999 • Avanex Corp
1 EXHIBIT 10.13 REVOLVING CREDIT AND SECURITY AGREEMENT DATED AS OF JULY 8, 1999 BY AND BETWEEN AVANEX CORPORATIONRevolving Credit and Security Agreement • December 3rd, 1999 • Avanex Corp • California
1 EXHIBIT 10.22 AVANEX CORPORATION EMPLOYMENT AGREEMENT This Agreement is made by and between Avanex Corporation (the "Company"), and William Lanfri (the "Executive"). 1. Duties and Scope of Employment. (a) Position: Employment Commencement Date. The...Employment Agreement • December 3rd, 1999 • Avanex Corp • California
1 EXHIBIT 10.12.2 AVANEX CORPORATION SECOND AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENT This Second Amended and Restated Shareholder Rights Agreement (this "Agreement") is made as of this 14th day of September, 1999, by and among Avanex...Shareholder Rights Agreement • December 3rd, 1999 • Avanex Corp • California
AMENDMENT TO SUBLEASE THIS AMENDMENT TO SUBLEASE (the "Amendment") is dated January _____, 1998 and is made and entered into by and between KLA-TENCOR CORPORATION, a Delaware corporation ("Sublessor") and PATHNET, INC., a Delaware corporation...Avanex Corp • December 3rd, 1999
