PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 7th, 2006 • Avanex Corp • Semiconductors & related devices • New York
Avanex Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (collectively, the “Investors”) up to an aggregate of 24,075,000 shares (the “Shares”) of Common Stock, $.001 par value per share (the “Common Stock”), of the Company. In addition, together with each Share sold, the Company shall issue and sell to each Investor a warrant to purchase 0.3 shares of the Company’s Common Stock per Share issued to such Investor (the “Warrants”). The Shares and Warrants are collectively referred to herein as the “Securities.” The Company desires to engage Banc of America Securities LLC (the “Placement Agent”) as its exclusive placement agent in connection with the issuance and sale of the Securities. The Securities are described in the Prospectus that is referred to below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2006 • Avanex Corp • Semiconductors & related devices • Delaware
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 6, 2006, by and among Avanex Corporation, a Delaware corporation, with headquarters located at 40919 Encyclopedia Circle, Fremont, California 94538 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FOURTH AMENDMENT to the PREFERRED STOCK RIGHTS AGREEMENT between AVANEX CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. formerly known as EQUISERVE TRUST COMPANY, N.A.Preferred Stock Rights Agreement • March 7th, 2006 • Avanex Corp • Semiconductors & related devices • Delaware
This Fourth Amendment (the “Fourth Amendment”) to the Preferred Stock Rights Agreement is made and entered into as of March 6, 2006 between AVANEX CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., formerly known as EQUISERVE TRUST COMPANY, N.A., a national banking association, as Rights Agent (the “Rights Agent”).
