REGISTRATION RIGHTS AGREEMENT Dated as of October 15, 2001 among Finisar Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and CIBC World Markets Corp.Registration Rights Agreement • December 12th, 2001 • Finisar Corp • Semiconductors & related devices • New York
This Registration Rights Agreement (the "Agreement") is made and entered into this 15th day of October, 2001, among Finisar Corporation, a Delaware corporation (the "Company"), Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and CIBC World Markets Corp. (each, an "Initial Purchaser," and collectively, the "Initial Purchasers").
COLLATERAL PLEDGE AND SECURITY AGREEMENT Dated as of October 15, 2001 among FINISAR CORPORATION as Pledgor, U.S. BANK TRUST NATIONAL ASSOCIATION as Trustee, and U.S. BANK NATIONAL ASSOCIATION as Collateral AgentCollateral Pledge and Security Agreement • December 12th, 2001 • Finisar Corp • Semiconductors & related devices • New York
Pursuant to Section 3(e) of the Collateral Pledge and Security Agreement (as supplemented from time to time, the "Pledge Agreement") dated as of October 15, 2001, among Finisar Corporation, a Delaware corporation (the "Pledgor"), U.S. Bank Trust National Association, a national banking association, as trustee (the "Trustee") for the holders of the $100 million aggregate principal amount (or up to $125 million aggregate principal amount if the Initial Purchaser's overallotment option is exercised) of 51/4% Convertible Subordinated Notes Due 2008 of the Pledgor and U.S. Bank National Association, a national banking association, as collateral agent and securities intermediary (the "Collateral Agent"), the undersigned officer of the Collateral Agent, on behalf of the Collateral Agent, makes the following certifications to the Pledgor and the Initial Purchasers. Capitalized terms used and not defined in this Officer's Certificate have the meanings set forth or referred to in the Pledge Agre
