0000950134-06-019208 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • October 17th, 2006 • Finisar Corp • Semiconductors & related devices

This Exchange Agreement (this “Agreement”) is made and entered into as of this 6th day of October, 2006, by and between ___(the “Holder”), and Finisar Corporation, a Delaware corporation (the “Company”).

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REGISTRATION RIGHTS AGREEMENT Dated as of October 12, 2006 among Finisar Corporation and The Initial Purchasers of Finisar Corporation’s 21/2% Convertible Senior Subordinated Notes due 2010
Registration Rights Agreement • October 17th, 2006 • Finisar Corp • Semiconductors & related devices • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into this 12th day of October, 2006, among Finisar Corporation, a Delaware corporation (the “Company”), and the initial purchasers of the Company’s Notes (as such term is defined below) named in Exhibit A hereto (each, an “Initial Purchaser,” and collectively, the “Initial Purchasers”), pursuant to those separate Exchange Agreements, dated October 6, 2006, between the Company and each of the Initial Purchasers (collectively, the “Exchange Agreement”). In order to induce the Initial Purchasers to enter into the Exchange Agreement and in satisfaction of a condition to the Initial Purchasers’ obligations thereunder, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees and assigns the registration rights set forth in this Agreement.

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