Registration Rights Agreement, dated May 17, 2006


    
      
        

      
                                                                                                                   Exhibit
      10.1


    REGISTRATION
      RIGHTS AGREEMENT

     

    


     

    dated
      as of May 17, 2006

     

    


     

    between

     

    


     

    JDS
      Uniphase Corporation

     

    


     

    and

     

    


     

    J.P.
      Morgan Securities Inc.

     

    


     

    and

     

    Merrill
      Lynch, Pierce, Fenner & Smith 

     

    Incorporated

     

    


     

    as
      Initial Purchasers

     

    


     

    



    
      
        
          


           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


           

        

      

    



    REGISTRATION
      RIGHTS AGREEMENT, dated as of May 17, 2006 (this “Agreement”),
      between JDS Uniphase Corporation, a Delaware corporation (the “Company”),
      and
      J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith
      Incorporated, as initial purchasers (the “Initial
      Purchasers”)
      to the
      Purchase Agreement, dated May 11, 2006 (the “Purchase
      Agreement”),
      between the Company and the Initial Purchasers. In order to induce the Initial
      Purchasers to enter into the Purchase Agreement, the Company has agreed to
      provide the registration rights set forth in this Agreement. The Company has
      represented and warranted that it will have executed and delivered this
      Agreement prior to closing the transactions contemplated under the Purchase
      Agreement.

     

    The
      Company agrees with the Initial Purchasers, (i) for their benefit as Initial
      Purchasers and (ii) for the benefit of the beneficial owners (including the
      Initial Purchasers) from time to time of the Notes (as defined herein) and
      the
      beneficial owners from time to time of the Underlying Common Stock (as defined
      herein) issued upon conversion of the Notes (each of the foregoing a
“Holder”
and
      together the “Holders”),
      as
      follows:

     

    Section
      1  .
      Definitions. Capitalized
      terms used herein without definition shall have their respective meanings set
      forth in the Purchase Agreement. As used in this Agreement, the following terms
      shall have the following meanings:

     

    “Additional
      Interest Amount”
has
      the
      meaning set forth in Section
      2(e)
      hereof.

     

    “Affiliate”
means
      with respect to any specified person, an “affiliate,” as defined in Rule 144, of
      such person.

     

    “Amendment
      Effectiveness Deadline”
has
      the
      meaning set forth in Section
      2(d)
      hereof.

     

    “Business
      Day”
means
      any day, except a Saturday, Sunday or legal holiday on which banking
      institutions in The City of New York are authorized or obligated by law or
      executive order to close.

     

    “Common
      Stock”
means
      the shares of common stock, $0.001 par value per share, of the Company, together
      with the Rights evidenced by such common stock to the extent provided in the
      Rights Agreement, and any other shares of common stock as may constitute “Common
      Stock” for purposes of the Indenture, including the Underlying Common
      Stock.

     

    “Conversion
      Price”
has
      the
      meaning assigned such term in the Indenture.

     

    “Deferral
      Notice”
has
      the
      meaning set forth in Section
      3(h)
      hereof.

     

    “Deferral
      Period”
has
      the
      meaning set forth in Section
      3(h)
      hereof.

     

    “Effectiveness
      Deadline”
has
      the
      meaning set forth in Section
      2(a)
      hereof.

     

    “Effectiveness
      Period”
means
      the period commencing on the first date that a Shelf Registration Statement
      is
      declared effective under the Securities Act hereof and ending on the earliest
      of
      (i) the date when all of the Registrable Securities have been sold pursuant
      to
      the Shelf Registration statement or Rule 144, (ii) the expiration of the holding
      period under Rule 144(k) under the Securities Act, or any successor provision
      or
      (iii) the date when all of the Registrable Securities have ceased to be
      outstanding (whether as a result of repurchase and cancellation, conversion
      or
      otherwise). 

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the SEC promulgated thereunder.

     

    “Filing
      Deadline”
has
      the
      meaning set forth in Section
      2(a)
      hereof.

     

    “Holder”
has
      the
      meaning set forth in the second paragraph of this Agreement.

     

    “Indenture”
means
      the Indenture dated as of May 17, 2006 between the Company and The Bank of
      New
      York, as trustee, pursuant to which the Notes are being issued.

     

    “Initial
      Purchasers”
has
      the
      meaning set forth in the preamble hereof.

     

    “Interest
      Payment Date”
means
      each May 15 and November 15.

     

    “Issue
      Date”
means
      the first date of original issuance of the Notes.

     

    “Material
      Event”
has
      the
      meaning set forth in Section
      3(h)
      hereof.

     

    “Notes”
      means
      the 1.00% Senior Convertible Notes Due 2026 of the Company to be purchased
      pursuant to the Purchase Agreement, including any Notes purchased by the Initial
      Purchasers upon exercise of their option to purchase additional
      Notes.

     

    “Notice
      and Questionnaire”
means
      a
      written notice delivered to the Company containing substantially the information
      called for by the Selling Securityholder Notice and Questionnaire attached
      as
      Annex A to the Offering Memorandum of the Company, dated May 11, 2006,
      relating to the Notes.

     

    “Notice
      Holder”
means,
      on any date, any Holder that has delivered a Notice and Questionnaire to the
      Company on or prior to such date.

     

    “Purchase
      Agreement”
has
      the
      meaning set forth in the preamble hereof.

     

    “Prospectus”
means
      a
      prospectus relating to a Shelf Registration Statement, as amended or
      supplemented, and all materials incorporated by reference in such
      Prospectus.

     

    "Record
      Holder"  means with
      respect to any Interest Payment Date relating to any Notes as to which any
      Additional Interest Amount has accrued, the registered holder of such Note
      or
      Underlying Common Stock on the May 1 or the November 1 immediately preceding
      the
      Interest Payment Date.

     

    “Registrable
      Securities”
means
      the Notes until such Notes have been converted into or exchanged for the
      Underlying Common Stock and, at all times subsequent to any such conversion,
      the
      Underlying Common Stock and any securities into or for which such Underlying
      Common Stock has been converted or exchanged, and any security issued with
      respect thereto upon any stock dividend, split or similar event until, in the
      case of any such security, (A) the earliest of (i) its effective registration
      under the Securities Act and resale in accordance with a Shelf Registration
      Statement, (ii) expiration of the holding period that would be applicable
      thereto under Rule 144(k) or (iii) its sale to the public pursuant to Rule
      144
      (or any similar provision then in force, but not Rule 144A) under the Securities
      Act, and (B) as a result of the event or circumstance described in any of the
      foregoing clauses (i) through (iii), the legend with respect to transfer
      restrictions required under the Indenture is removed or removable in accordance
      with the terms of the Indenture or such legend, as the case may be.

     

    “Registration
      Default”
has
      the
      meaning set forth in Section
      2(e)
      hereof.

     

    “Registration
      Default Period”
has
      the
      meaning set forth in Section
      2(e)
      hereof.

     

    “Rights
      Agreement”
means
      the Fifth Amended and Restated Rights Agreement dated February 13, 2003 between
      the Company and American Stock Transfer & Trust Company, as rights
      agent.

     

    “Rule
      144”
means
      Rule 144 under the Securities Act, as such Rule may be amended from time to
      time, or any similar rule or regulation hereafter adopted by the
      SEC.

     

    “Rule
      144A”
means
      Rule 144A under the Securities Act, as such Rule may be amended from time to
      time, or any similar rule or regulation hereafter adopted by the
      SEC.

     

    “SEC”
means
      the Securities and Exchange Commission.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated by the SEC thereunder.

     

    “Shelf
      Registration Statement”
has
      the
      meaning set forth in Section
      2(a)
      hereof,
      including amendments to such registration statement, all exhibits and all
      materials incorporated by reference in such registration statement.

     

    “Special
      Counsel”
means
      Skadden, Arps, Slate, Meagher & Flom LLP or one such other successor counsel
      as shall be specified by the Holders of a majority of the Registrable
      Securities, but which may, with the written consent of the Initial Purchasers
      (which shall not be unreasonably withheld), be another nationally recognized
      law
      firm experienced in securities law matters designated by the Company. For
      purposes of determining Holders of a majority of the Registrable Securities
      in
      this definition, Holders of Notes shall be deemed to be the Holders of the
      number of shares of Underlying Common Stock into which such Notes are or would
      be convertible as of the date the consent is requested.

     

    “Trustee”
means
      The Bank of New York, the Trustee under the Indenture.

     

    “Underlying
      Common Stock”
means
      the Common Stock into which the Notes are convertible or issued upon any such
      conversion.

     

    Section
      2  .
      Shelf Registration. (a)
      To the
      extent not prohibited by any applicable law or applicable interpretation of
      the
      staff of the SEC, the Company shall prepare and file or cause to be prepared
      and
      filed with the SEC, as soon as practicable but in any event by the date (the
      “Filing
      Deadline”)
      210
      days after the Issue Date, a registration statement for an offering to be made
      on a delayed or continuous basis pursuant to Rule 415 of the Securities Act
      registering the resale from time to time by Holders of the Registrable
      Securities (a “Shelf
      Registration Statement”).
      The
      Shelf Registration Statement shall be on Form S-3 or another appropriate form
      permitting registration of the Registrable Securities for resale by the Holders
      in accordance with the methods of distribution elected by the Holders and set
      forth in the Shelf Registration Statement. The Company shall use its
      commercially reasonable efforts to cause a Shelf Registration Statement to
      be
      declared effective under the Securities Act as promptly as is practicable but
      in
      any event by the date (the “Effectiveness
      Deadline”)
      that
      is 240 days after the Issue Date, and to keep a Shelf Registration Statement
      continuously effective under the Securities Act until the expiration of the
      Effectiveness Period (subject to the procedures described in Section 3). Each
      Holder that became a Notice Holder on or prior to the date ten Business Days
      prior to the initial Shelf Registration Statement is declared effective shall
      be
      named as a selling securityholder in the initial Shelf Registration Statement
      and the related Prospectus in such a manner as to permit such Holder to deliver
      the Prospectus to purchasers of Registrable Securities in accordance with
      applicable law provided that such Holder shall have completed and delivered
      to
      the Company a Notice and Questionnaire. None of the Company’s current security
      holders (other than the Holders) have the right to include any of the Company’s
      securities in a Shelf Registration Statement.

     

    (b)  If
      a
      Shelf Registration Statement covering resales of the Registrable Securities
      ceases to be effective for any reason at any time during the Effectiveness
      Period (other than because all securities registered thereunder shall have
      been
      resold pursuant thereto or shall have otherwise ceased to be Registrable
      Securities), the Company shall use its best efforts to obtain the prompt
      withdrawal of any order suspending the effectiveness thereof, and in any event
      shall within 45 days of such cessation of effectiveness amend the Shelf
      Registration Statement in a manner reasonably expected to obtain the withdrawal
      of the order suspending the effectiveness thereof, or file an additional Shelf
      Registration Statement so that all Registrable Securities outstanding as of
      the
      date of such filing are covered by a Shelf Registration Statement. If a new
      Shelf Registration Statement is filed, the Company shall use its commercially
      reasonable efforts to cause the new Shelf Registration Statement to become
      effective as promptly as is practicable after such filing and to keep the new
      Shelf Registration Statement continuously effective until the end of the
      Effectiveness Period.

     

    (c)  The
      Company shall amend and supplement the Prospectus and amend the Shelf
      Registration Statement if required by the rules, regulations or instructions
      applicable to the registration form used by the Company for such Shelf
      Registration Statement or file a new Shelf Registration Statement, if required
      by the Securities Act, or any other documents necessary to name a Notice Holder
      as a selling securityholder pursuant to Section
      2(d)
      below.

     

    (d)  Each
      Holder may sell Registrable Securities pursuant to a Shelf Registration
      Statement and related Prospectus only in accordance with this Section
      2(d)
      and
Section
      3(h).
      From
      and after the date the initial Shelf Registration Statement is declared
      effective, the Company shall, as promptly as practicable after the date a Notice
      and Questionnaire is delivered, and in any event upon the later of (x) 15
      Business Days after such date or (y) five Business Days after the expiration
      of
      any Deferral Period in effect when the Notice and Questionnaire is delivered
      or
      put into effect within 15 Business Days of such delivery date:

     

    (i)  if
      required by applicable law, file with the SEC a post-effective amendment to
      the
      Shelf Registration Statement or prepare and, if required by applicable law,
      file
      a supplement to the related Prospectus or a supplement or amendment to any
      document incorporated therein by reference or file a new Shelf Registration
      Statement or any other required document so that the Holder delivering such
      Notice and Questionnaire is named as a selling securityholder in a Shelf
      Registration Statement and the related Prospectus in such a manner as to permit
      such Holder to deliver such Prospectus to purchasers of the Registrable
      Securities in accordance with applicable law and, if the Company shall file
      a
      post-effective amendment to a Shelf Registration Statement or shall file a
      new
      Shelf Registration Statement, the Company shall use its commercially reasonable
      efforts to cause such post-effective amendment or new Shelf Registration
      Statement to be declared effective under the Securities Act as promptly as
      is
      practicable, but in any event by the date (the “Amendment
      Effectiveness Deadline”)
      that
      is 45 days after the date such post-effective amendment or new Shelf
      Registration Statement is required by this clause to be filed;

     

    (ii)  provide
      such Holder copies of any documents filed pursuant to Section
      2(d)(i);
      and

     

    (iii)  notify
      such Holder as promptly as practicable after the effectiveness under the
      Securities Act of any new Shelf Registration Statement or post-effective
      amendment filed pursuant to Section
      2(d)(i);

     

    provided
      that if
      such Notice and Questionnaire is delivered during a Deferral Period, the Company
      shall so inform the Holder delivering such Notice and Questionnaire and shall
      take the actions set forth in clauses (i), (ii) and (iii) above upon expiration
      of the Deferral Period in accordance with Section
      3(h).
      Notwithstanding anything contained herein to the contrary, (i) the Company
      shall
      be under no obligation to name any Holder that is not a Notice Holder as a
      selling securityholder in any Shelf Registration Statement or related Prospectus
      and (ii) the Amendment Effectiveness Deadline shall be extended by up to ten
      Business Days from the expiration of a Deferral Period.

     

    (e)  The
      parties hereto agree that the Holders of Registrable Securities will suffer
      damages and that it would not be feasible to ascertain the extent of such
      damages with precision, if:

     

    (i)  the
      Company has failed to perform its obligations set forth in the first sentence
      of
      Section 2(a) hereof on or prior to the Filing Deadline,

     

    (ii)  a
      Shelf
      Registration Statement has not been declared effective under the Securities
      Act
      on or prior to the Effectiveness Deadline,

     

    (iii)  the
      Company has failed to perform its obligations set forth in Section
      2(d)(i)
      within
      the time period required therein,

     

    (iv)  a
      new
      Shelf Registration Statement or a post-effective amendment to a Shelf
      Registration Statement has not become effective on or prior to the Amendment
      Effectiveness Deadline in accordance with Section
      2(d)(i)
      hereof,

     

    (v)  the
      aggregate duration of Deferral Periods in any period exceeds the number of
      days
      permitted in respect of such period pursuant to Section
      3(h)
      hereof,
      or

     

    (vi)  the
      number of Deferral Periods in any period exceeds the number permitted in respect
      of such period pursuant to Section
      3(h)
      hereof.

     

    Each
      event described in any of the foregoing clauses (i) through (vi) is individually
      referred to herein as a “Registration
      Default.”
For
      purposes of this Agreement, each Registration Default set forth above shall
      begin and end on the dates set forth in the table set forth below:

     

    
      	
              Type
                of Registration Default by Clause

               

            	
              Beginning
                Date

               

            	
              Ending
                Date

               

            
	
              (i)

               

            	
              Filing
                Deadline

               

            	
              the
                date a Shelf Registration Statement is filed

               

            
	
              (ii)

               

            	
              Effectiveness
                Deadline

               

            	
              the
                date a Shelf Registration Statement becomes effective under the Securities
                Act

               

            
	
              (iii)

               

            	
              the
                date by which the Company is required to perform its obligations
                under
                Section
                2(d)(i)

               

            	
              the
                date the Company performs its obligations set forth in Section
                2(d)(i)

               

            
	
              (iv)

               

            	
              the
                Amendment Effectiveness Deadline

               

            	
              the
                date the applicable post-effective amendment to a Shelf Registration
                Statement or a new Shelf Registration Statement becomes effective
                under
                the Securities Act

               

            
	
              (v)

               

            	
              the
                date on which the aggregate duration of Deferral Periods in any period
                exceeds the number of days permitted by Section
                3(h)

               

            	
              termination
                of the Deferral Period that caused the limit on the aggregate duration
                of
                Deferral Periods to be exceeded

               

            
	
              (vi)

               

            	
              the
                date of commencement of a Deferral Period that causes the number
                of
                Deferral Periods to exceed the number permitted by Section
                3(h)

               

            	
              termination
                of the Deferral Period that caused the number of Deferral Periods
                to
                exceed the number permitted by Section
                3(h)

               

            


    

    


    For
      purposes of this Agreement, Registration Defaults shall begin on the dates
      set
      forth in the table above and shall continue until the ending dates set forth
      in
      the table above.

     

    Commencing
      on (and including) any date that a Registration Default has begun and ending
      on
      (but excluding) the next date on which there are no Registration Defaults that
      have occurred and are continuing (a “Registration
      Default Period”),
      the
      Company shall be required to pay to Record Holders of Registrable Securities
      that are Notes in respect of each day in the Registration Default Period
      additional interest in respect of any Note, at a rate per annum equal to an
      additional one-quarter of one percent (0.25%) of the aggregate principal amount
      of such Note, to and including the 90th day following the date of such
      Registration Default, and one-half of one percent (0.5%) thereof with respect
      to
      any Note from and after the 91st day following the date of such Registration
      Default (the “Additional
      Interest Amount”);
      provided
      that in
      the case of a Registration Default Period that is in effect solely as a result
      of a Registration Default of the type described in clause (iii) or (iv) of
      the
      preceding paragraph, such Additional Interest Amount, as applicable, shall
      be
      paid only to the Holders (as set forth in the succeeding paragraph) that have
      delivered Notices and Questionnaires that caused the Company to incur the
      obligations set forth in Section
      2(d)
      the
      non-performance of which is the basis of such Registration Default.
      Notwithstanding the foregoing, no Additional Interest Amount shall accrue as
      to
      any Registrable Security from and after the earlier of (x) the date such
      security is no longer a Registrable Security and (y) expiration of the
      Effectiveness Period. The rate of accrual of the Additional Interest Amount
      with
      respect to any period shall not exceed the rate provided for in this paragraph
      notwithstanding the occurrence of multiple concurrent Registration
      Defaults.

     

    The
      Additional Interest Amount shall accrue from the first day of the applicable
      Registration Default Period, and shall be payable on each Interest Payment
      Date
      during the Registration Default Period (and on the Interest Payment Date next
      succeeding the end of the Registration Default Period if the Registration
      Default Period does not end on a Interest Payment Date) to the Record Holders
      of
      the Registrable Securities that are Notes entitled thereto; provided
      that any
      Additional Interest Amount accrued with respect to any Note or portion thereof
      redeemed by the Company on a redemption date, purchased by the Company on a
      repurchase date prior to the Interest Payment Date, shall, in any such event,
      be
      paid instead to the Holder who submitted such Note or portion thereof for
      redemption or purchase on the applicable redemption date or repurchase date,
      as
      the case may be, on such date (or promptly following the conversion date, in
      the
      case of conversion), unless the redemption date or the repurchase date, as
      the
      case may be, falls after May 1 or November 1 and on or prior to the
      corresponding Interest Payment Date; and provided
      further,
      that,
      in the case of a Registration Default of the type described in clause (iii)
      or
      (iv) of the first paragraph of this Section
      2(e)
      such
      Additional Interest Amount shall be paid only to the Holders entitled thereto
      by
      check mailed to the address set forth in the Notice and Questionnaire delivered
      by such Holder. If a holder has converted some or all of its Notes into
      Underlying Common Stock, the holder will not be entitled to receive any
      Additional Interest Amount with respect to such Underlying Common Stock or
      the
      principal amount of the Note that have been so converted. In addition, in no
      event will any Additional Interest Amount be payable in connection with a
      Registration Default relating to a failure to register the Underlying Common
      Stock deliverable upon conversion of the Notes. For avoidance of doubt, if
      the
      Company fails to register both the Notes and the Underlying Common Stock
      deliverable upon conversion of the Notes, then any Additional Interest Amount
      will be payable in connection with the Registration Default relating to the
      failure to register the Notes. The Trustee shall be entitled, on behalf of
      registered holders of Notes or Underlying Common Stock, to seek any available
      remedy for the enforcement of this Agreement, including, with respect to holders
      of the Notes, for the payment of such Additional Interest Amount.
      Notwithstanding the foregoing, the parties agree that the sole damages payable
      for a violation of the terms of this Agreement with respect to which additional
      interest are expressly provided shall be such additional interest. Nothing
      shall
      preclude any Holder from pursuing or obtaining specific performance or other
      equitable relief with respect to this Agreement.

     

    All
      of
      the Company’s obligations set forth in this Section
      2(e)
      that are
      outstanding with respect to any Registrable Security at the time such security
      ceases to be a Registrable Security shall survive until such time as all such
      obligations with respect to such security have been satisfied in full
      (notwithstanding termination of this Agreement pursuant to Section
      8(k)).

     

    The
      parties hereto agree that the additional interest provided for in this
Section
      2(e)
      constitute a reasonable estimate of the damages that may be incurred by Holders
      of Notes by reason of the failure of a Shelf Registration Statement to be filed
      or declared effective or available for effecting resales of Notes in accordance
      with the provisions hereof.

     

    Section
      3  .
      Registration Procedures. In
      connection with the registration obligations of the Company under Section
      2
      hereof,
      the Company shall:

     

    (a)  Before
      filing any Shelf Registration Statement or Prospectus or any amendments or
      supplements thereto with the SEC, furnish to the Initial Purchasers and the
      Special Counsel of such offering, if any, copies of all such documents proposed
      to be filed at least three Business Days prior to the filing of such Shelf
      Registration Statement or amendment thereto or Prospectus or supplement
      thereto.

     

    (b)  Subject
      to Section
      3(h)
      prepare
      and file with the SEC such amendments and post-effective amendments to each
      Shelf Registration Statement as may be necessary to keep such Shelf Registration
      Statement continuously effective during the Effectiveness Period; cause the
      related Prospectus to be supplemented by any required prospectus supplement,
      and
      as so supplemented to be filed pursuant to Rule 424 (or any similar provisions
      then in force) under the Securities Act; and use its best efforts to comply
      with
      the provisions of the Securities Act applicable to it with respect to the
      disposition of all securities covered by such Shelf Registration Statement
      during the Effectiveness Period in accordance with the intended methods of
      disposition by the sellers thereof set forth in such Shelf Registration
      Statement as so amended or such Prospectus as so supplemented.

     

    (c)  As
      promptly as practicable give notice to the Notice Holders, the Initial
      Purchasers and the Special Counsel, (i)
      when any
      Prospectus, prospectus supplement, Shelf Registration Statement or
      post-effective amendment to a Shelf Registration Statement has been filed with
      the SEC and, with respect to a Shelf Registration Statement or any
      post-effective amendment, when the same has been declared effective,
(ii)
      of any
      request, following the effectiveness of the initial Shelf Registration Statement
      under the Securities Act, by the SEC or any other federal or state governmental
      authority for amendments or supplements to any Shelf Registration Statement
      or
      related Prospectus or for additional information, (iii)
      of the
      issuance by the SEC or any other federal or state governmental authority of
      any
      stop order suspending the effectiveness of any Shelf Registration Statement
      or
      the initiation or threatening of any proceedings for that purpose, (iv)
      of the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction or the initiation or threatening of
      any
      proceeding for such purpose, (v)
      of the
      occurrence of, but not the nature of or details concerning, a Material Event
      and
(vi)
      of the
      determination by the Company that a post-effective amendment to a Shelf
      Registration Statement will be filed with the SEC, which notice may, at the
      discretion of the Company (or as required pursuant to Section
      3(h))
      state
      that it constitutes a Deferral Notice, in which event the provisions of
Section
      3(h)
      shall
      apply.

     

    (d)  Use
      its
      best efforts to obtain the withdrawal of any order suspending the effectiveness
      of a Shelf Registration Statement or the lifting of any suspension of the
      qualification (or exemption from qualification) of any of the Registrable
      Securities for sale in any jurisdiction in which they have been qualified for
      sale, in either case at the earliest possible moment, and provide immediate
      notice to each Notice Holder and the Initial Purchasers of the withdrawal of
      any
      such order.

     

    (e)  As
      promptly as practicable furnish to each Notice Holder, the Special Counsel
      and
      the Initial Purchaser, upon request and without charge, at least one conformed
      copy of each Shelf Registration Statement and any amendment thereto, including
      exhibits and all documents incorporated or deemed to be incorporated therein
      by
      reference.

     

    (f)  During
      the Effectiveness Period, deliver to each Notice Holder, the Special Counsel,
      if
      any, and the Initial Purchaser, in connection with any sale of Registrable
      Securities pursuant to a Shelf Registration Statement, without charge, as many
      copies of the Prospectus relating to such Registrable Securities (including
      each
      preliminary prospectus) and any amendment or supplement thereto as such Notice
      Holder may reasonably request; and the Company hereby consents (except during
      such periods that a Deferral Notice is outstanding and has not been revoked)
      to
      the use of such Prospectus or each amendment or supplement thereto by each
      Notice Holder in connection with any offering and sale of the Registrable
      Securities covered by such Prospectus or any amendment or supplement thereto
      in
      the manner set forth therein.

     

    (g)  Prior
      to
      any public offering of the Registrable Securities pursuant to a Shelf
      Registration Statement, use its best efforts to register or qualify or cooperate
      with the Notice Holders and the Special Counsel in connection with the
      registration or qualification (or exemption from such registration or
      qualification) of such Registrable Securities for offer and sale under the
      securities or Blue Sky laws of such jurisdictions within the United States
      as
      any Notice Holder reasonably requests in writing (which request may be included
      in the Notice and Questionnaire); prior to any public offering of the
      Registrable Securities pursuant to a Shelf Registration Statement, use its
      commercially reasonable efforts to keep each such registration or qualification
      (or exemption therefrom) effective during the Effectiveness Period in connection
      with such Notice Holder’s offer and sale of Registrable Securities pursuant to
      such registration or qualification (or exemption therefrom) and do any and
      all
      other acts or things reasonably necessary or advisable to enable the disposition
      in such jurisdictions of such Registrable Securities in the manner set forth
      in
      the Shelf Registration Statement and the related Prospectus; provided
      that the
      Company will not be required to (i)
      qualify
      as a foreign corporation or as a dealer in securities in any jurisdiction where
      it would not otherwise be required to qualify but for this Agreement or
(ii)
      take any
      action that would subject it to general service of process in suits or to
      taxation in any such jurisdiction where it is not then so subject.

     

    (h)  Upon
      (A)
      the issuance by the SEC of a stop order suspending the effectiveness of a Shelf
      Registration Statement or the initiation of proceedings with respect to a Shelf
      Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B)
      the
      occurrence of any event or the existence of any fact (a “Material
      Event”)
      as a
      result of which a Shelf Registration Statement shall contain any untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      or
      any Prospectus shall contain any untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading, or (C) the occurrence or existence of any pending
      corporate development that, in the reasonable discretion of the Company, makes
      it appropriate to suspend the availability of a Shelf Registration Statement
      and
      the related Prospectus:

     

    (i)  in
      the
      case of clause (B) above, as promptly as practicable prepare and file, if
      necessary pursuant to applicable law, a post-effective amendment to such Shelf
      Registration Statement or a supplement to the related Prospectus or any document
      incorporated therein by reference or file any other required document that
      would
      be incorporated by reference into such Shelf Registration Statement and
      Prospectus so that such Shelf Registration Statement does not contain any untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      and
      such Prospectus does not contain any untrue statement of a material fact or
      omit
      to state any material fact required to be stated therein or necessary to make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading, as thereafter delivered to the purchasers of the
      Registrable Securities being sold thereunder, and, in the case of a
      post-effective amendment to a Shelf Registration Statement, use its best efforts
      to cause it to be declared effective as promptly as is practicable,
      and 

     

    (ii)  give
      notice to the Notice Holders, and the Special Counsel, if any, that the
      availability of a Shelf Registration Statement is suspended (a “Deferral
      Notice”).
      

     

    The
      Company will use its best efforts to ensure that the use of the Prospectus
      may
      be resumed (x) in the case of clause (A) above, as promptly as is practicable,
      (y) in the case of clause (B) above, as soon as, in the sole judgment of the
      Company, public disclosure of such Material Event would not be prejudicial
      to or
      contrary to the interests of the Company or, if necessary to avoid unreasonable
      burden or expense, as soon as practicable thereafter and (z) in the case of
      clause (C) above, as soon as in the reasonable discretion of the Company, such
      suspension is no longer appropriate. The Company shall be entitled to exercise
      its right under this Section
      3(h)
      to
      suspend the availability of a Shelf Registration Statement or any Prospectus,
      without incurring or accruing any obligation to pay additional interest or
      liquidated damages pursuant to Section
      2(e),
      no more
      than once in any three month period or three times in any twelve month period,
      and any such period during which the availability of the Shelf Registration
      Statement and any Prospectus is suspended (the “Deferral
      Period”)
      shall,
      without incurring any obligation to pay additional interest or liquidated
      damages pursuant to Section
      2(e),
      not
      exceed 30 days; provided
      that the
      aggregate duration of any Deferral Periods shall not exceed 30 days in any
      three
      month period (or 60 days in any three month period in the event of a Material
      Event pursuant to which the Company has delivered a second notice as required
      below) or 90 days in any 12 month period; provided
      that in
      the case of a Material Event relating to an acquisition or a probable
      acquisition or financing, recapitalization, business combination or other
      similar transaction, the Company may, without incurring any obligation to pay
      additional interest or liquidated damages pursuant to Section
      2(e),
      deliver
      to Notice Holders a second notice to the effect set forth above, which shall
      have the effect of extending the Deferral Period by up to an additional 30
      days,
      or such shorter period of time as is specified in such second
      notice.

     

    (i)  If
      requested in writing in connection with a disposition of Registrable Securities
      pursuant to a Shelf Registration Statement, make reasonably available for
      inspection during normal business hours by a representative for the Notice
      Holders of such Registrable Securities, any broker-dealers, attorneys and
      accountants retained by such Notice Holders, and any attorneys or other agents
      retained by a broker-dealer engaged by such Notice Holders, all relevant
      financial and other records and pertinent corporate documents and properties
      of
      the Company and its subsidiaries, and cause the appropriate officers, directors
      and employees of the Company and its subsidiaries to make reasonably available
      for inspection during normal business hours on reasonable notice all relevant
      information reasonably requested by such representative for the Notice Holders,
      or any such broker-dealers, attorneys or accountants in connection with such
      disposition, in each case as is customary for similar “due diligence”
examinations; provided
      that
      such
      persons shall first agree in writing with the Company that any non-public
      information shall be used solely for the purposes of satisfying “due diligence”
obligations under the Securities Act and exercising rights under this Agreement
      and shall be kept confidential by such persons, unless (i)
      disclosure of such information is required by court or administrative order
      or
      is necessary to respond to inquiries of regulatory authorities, (ii)
      in the
      opinion of Special Counsel, disclosure of such information is required by law
      (including any disclosure requirements pursuant to federal securities laws
      in
      connection with the filing of any Shelf Registration Statement or the use of
      any
      prospectus referred to in this Agreement), (iii)
      such
      information becomes generally available to the public other than as a result
      of
      a disclosure or failure to safeguard by any such person or (iv)
      such
      information becomes available to any such person from a source other than the
      Company and such source is not bound by a confidentiality agreement, and
provided
      further
      that the
      foregoing inspection and information gathering shall, to the greatest extent
      possible, be coordinated on behalf of all the Notice Holders and the other
      parties entitled thereto by the Special Counsel. Any person legally compelled
      to
      disclose any such confidential information made available for inspection shall
      provide the Company with prompt prior written notice of such requirement so
      that
      the Company may seek a protective order or other appropriate
      remedy.

     

    (j)  Comply
      with all applicable rules and regulations of the SEC in all material respects
      and make generally available to its securityholders earning statements (which
      need not be audited) satisfying the provisions of Section 11(a) of the
      Securities Act and Rule 158 thereunder (or any similar rule promulgated under
      the Securities Act) for a 12-month period commencing on the first day of the
      first fiscal quarter of the Company commencing after the effective date of
      a
      Shelf Registration Statement, which statements shall be made available no later
      than 45 days after the end of the 12-month period or 90 days if the 12-month
      period coincides with the fiscal year of the Company.

     

    (k)  Use
      its
      best efforts to cooperate with each Notice Holder to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      sold or to be sold pursuant to a Shelf Registration Statement, which
      certificates shall not bear any restrictive legends, and cause such Registrable
      Securities to be in such denominations as are permitted by the Indenture and
      registered in such names as such Notice Holder may request in writing at least
      one Business Day prior to any sale of such Registrable Securities.

     

    (l)  Provide
      a
      CUSIP number for all Registrable Securities covered by each Shelf Registration
      Statement not later than the effective date of such Shelf Registration Statement
      and provide the Trustee and the transfer agent for the Common Stock with printed
      certificates for the Registrable Securities that are in a form eligible for
      deposit with The Depository Trust Company.

     

    (m)  Use
      its
      best efforts to cooperate and assist in any filings required to be made with
      the
      National Association of Securities Dealers, Inc.

     

    (n)  Upon
      (i)
      the
      filing of the initial Shelf Registration Statement and (ii)
      the
      effectiveness of the initial Shelf Registration Statement, announce the same,
      in
      each case by release to Reuters Economic Services and Bloomberg Business
      News.

     

    Section
      4  .
      Holder’s Obligations. (a)
      Each
      Holder agrees, by acquisition of the Registrable Securities, that no Holder
      shall be entitled to sell any of such Registrable Securities pursuant to a
      Shelf
      Registration Statement or to receive a Prospectus relating thereto, unless
      such
      Holder has furnished the Company with a Notice and Questionnaire as required
      pursuant to Section
      2(d)
      hereof
      (including the information required to be included in such Notice and
      Questionnaire) and the information set forth in the next sentence. Each Notice
      Holder agrees promptly to furnish to the Company all information required to
      be
      disclosed in order to make the information previously furnished to the Company
      by such Notice Holder not misleading and any other information regarding such
      Notice Holder and the distribution of such Registrable Securities as the Company
      may from time to time reasonably request. Any sale of any Registrable Securities
      by any Holder shall constitute a representation and warranty by such Holder
      that
      the information relating to such Holder and its plan of distribution is as
      set
      forth in the Prospectus delivered by such Holder in connection with such
      disposition, that such Prospectus does not as of the time of such sale contain
      any untrue statement of a material fact relating to or provided by such Holder
      or its plan of distribution and that such Prospectus does not as of the time
      of
      such sale omit to state any material fact relating to or provided by such Holder
      or its plan of distribution necessary to make the statements in such Prospectus,
      in the light of the circumstances under which they were made, not
      misleading. 

     

    (b)  Upon
      receipt of any Deferral Notice, each Notice Holder agrees not to sell any
      Registrable Securities pursuant to any Shelf Registration Statement until such
      Notice Holder’s receipt of copies of the supplemented or amended Prospectus
      provided for in Section
      3(h)(i),
      or
      until it is advised in writing by the Company that the Prospectus may be
      used.

     

    (c)  In
      the
      event of a sale of Registrable Securities by the Holder under the Registration
      Statement, if requested by the Company, the Holder shall deliver to the
      Company’s transfer agent, with a copy to the Company, a Certificate of
      Subsequent Sale substantially in the form attached here to as Exhibit
      A.

     

    Section
      5  .
      Registration Expenses. The
      Company shall bear all fees and expenses incurred in connection with the
      performance by the Company of its obligations under Sections 2
      and
3
      of this
      Agreement whether or not any Shelf Registration Statement is declared effective.
      Such fees and expenses shall include, without limitation, (i) all registration
      and filing fees (including, without limitation, fees and expenses (x) with
      respect to filings required to be made with the National Association of
      Securities Dealers, Inc. and (y) of compliance with federal and state securities
      or Blue Sky laws (including, without limitation, reasonable fees and
      disbursements of the Special Counsel in connection with Blue Sky qualifications
      of the Registrable Securities under the laws of such jurisdictions as Notice
      Holders of a majority of the Registrable Securities being sold pursuant to
      a
      Shelf Registration Statement may designate), (ii) printing expenses (including,
      without limitation, expenses of printing certificates for Registrable Securities
      in a form eligible for deposit with The Depository Trust Company), (iii)
      duplication expenses relating to copies of any Shelf Registration Statement
      or
      Prospectus delivered to any Holders hereunder, (iv) the fees and disbursements
      of counsel for the Company in connection with any Shelf Registration Statement,
      (v) reasonable fees and disbursements of the Trustee and its counsel and of
      the
      registrar and transfer agent for the Common Stock, (vi) Securities Act liability
      insurance obtained by the Company in its sole discretion and (vii) the
      reasonable fees and disbursements of Special Counsel. In addition, the Company
      shall pay the internal expenses of the Company (including, without limitation,
      all salaries and expenses of officers and employees performing legal or
      accounting duties), the expense of any annual audit, the fees and expenses
      incurred in connection with the listing by the Company of the Registrable
      Securities on any securities exchange on which similar securities of the Company
      are then listed and the fees and expenses of any person, including special
      experts, retained by the Company. Notwithstanding the provisions of this
Section
      5,
      each
      seller of Registrable Securities shall pay any broker’s commission, agency fee
      or underwriter’s discount or commission in connection with the sale of the
      Registrable Securities under a Shelf Registration Statement.

     

    Section
      6  .
      Indemnification and Contribution. 

     

    (a)  The
      Company agrees to indemnify and hold harmless each Notice Holder, each person,
      if any, who controls any Notice Holder within the meaning of either Section
      15
      of the Securities Act or Section 20 of the Exchange Act, and each affiliate
      of
      any Notice Holder within the meaning of Rule 405 under the Securities Act
      from and against any and all losses, claims, damages and liabilities (including,
      without limitation, any legal or other expenses reasonably incurred in
      connection with defending or investigating any such action or claim) caused
      by
      any untrue statement or alleged untrue statement of a material fact contained
      in
      any Shelf Registration Statement or any amendment thereof, any preliminary
      prospectus or any Prospectus (as amended or supplemented if the Company shall
      have furnished any amendments or supplements thereto), caused by any omission
      or
      alleged omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, except insofar
      as
      such losses, claims, damages or liabilities are caused by any such untrue
      statement or omission or alleged untrue statement or omission based upon
      information relating to any Holder furnished to the Company by such Holder
      expressly for use therein.

     

    (b)  Each
      Holder agrees severally and not jointly to indemnify and hold harmless the
      Company and its directors, its officers who sign any Shelf Registration
      Statement and each person, if any, who controls the Company (within the meaning
      of either Section 15 of the Securities Act or Section 20 of the Exchange Act)
      or
      any other Holder, to the same extent as the foregoing indemnity from the Company
      to such Holder, but only with reference to information relating to such Holder
      furnished to the Company by such Holder expressly for use in such Shelf
      Registration Statement or Prospectus or amendment or supplement thereto. In
      no
      event shall the liability of any Holder hereunder be greater in amount than
      the
      dollar amount of the proceeds received by such Holder upon the sale of the
      Registrable Securities pursuant to the Shelf Registration Statement giving
      rise
      to such indemnification obligation.

     

    (c)  In
      case
      any proceeding (including any governmental investigation) shall be instituted
      involving any person in respect of which indemnity may be sought pursuant to
      Section
      6(a)
      or
6(b)
      hereof,
      such person (the “indemnified
      party”)
      shall
      promptly notify the person against whom such indemnity may be sought (the
“indemnifying
      party”)
      in
      writing and the indemnifying party, upon request of the indemnified party,
      shall
      retain counsel reasonably satisfactory to the indemnified party to represent
      the
      indemnified party and any others the indemnifying party may designate in such
      proceeding and shall pay the reasonable fees and disbursements of such counsel
      related to such proceeding. In any such proceeding, any indemnified party shall
      have the right to retain its own counsel, but the fees and expenses of such
      counsel shall be at the expense of such indemnified party unless (i)
      the
      indemnifying party and the indemnified party shall have mutually agreed to
      the
      retention of such counsel or (ii)
      the
      named parties to any such proceeding (including any impleaded parties) include
      both the indemnifying party and the indemnified party and representation of
      both
      parties by the same counsel would be inappropriate due to actual or potential
      differing interests between them. It is understood that the indemnifying party
      shall not, in respect of the legal expenses of any indemnified party in
      connection with any proceeding or related proceedings in the same jurisdiction,
      be liable for the fees and expenses of more than one separate firm (in addition
      to any local counsel) for all such indemnified parties and that all such fees
      and expenses shall be reimbursed as they are incurred. Such firm shall be
      designated in writing by, in the case of parties indemnified pursuant to
Section
      6(a),
      the
      Holders of a majority (with Holders of Notes deemed to be the Holders, for
      purposes of determining such majority, of the number of shares of Underlying
      Common Stock into which such Notes are or would be convertible as of the date
      on
      which such designation is made) of the Registrable Securities covered by the
      Shelf Registration Statement held by Holders that are indemnified parties
      pursuant to Section
      6(a)
      and, in
      the case of parties indemnified pursuant to Section
      6(b),
      the
      Company. The indemnifying party shall not be liable for any settlement of any
      proceeding effected without its written consent, but if settled with such
      consent or if there be a final judgment for the plaintiff, the indemnifying
      party agrees to indemnify the indemnified party from and against any loss or
      liability by reason of such settlement or judgment. Notwithstanding the
      foregoing sentence, if at any time an indemnified party shall have requested
      an
      indemnifying party to reimburse the indemnified party for fees and expenses
      of
      counsel as contemplated by the second and third sentences of this paragraph,
      the
      indemnifying party agrees that it shall be liable for any settlement of any
      proceeding effected without its written consent if (i) such settlement is
      entered into more than 30 days after receipt by such indemnifying party of
      the aforesaid request and (ii) such indemnifying party shall not have reimbursed
      the indemnified party in accordance with such request prior to the date of
      such
      settlement. No indemnifying party shall, without the prior written consent
      of
      the indemnified party, effect any settlement of any pending or threatened
      proceeding in respect of which any indemnified party is or could have been
      a
      party and indemnity could have been sought hereunder by such indemnified party,
      unless such settlement includes an unconditional release of such indemnified
      party from all liability on claims that are the subject matter of such
      proceeding.

     

    (d)  To
      the
      extent that the indemnification provided for in Section
      6(a)
      or
6(b)
      is
      unavailable to an indemnified party or insufficient in respect of any losses,
      claims, damages or liabilities referred to therein, then each indemnifying
      party
      under such paragraph, in lieu of indemnifying such indemnified party thereunder,
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such losses, claims, damages or liabilities (i)
      in such
      proportion as is appropriate to reflect the relative benefits received by the
      indemnifying party or parties on the one hand and the indemnified party or
      parties on the other hand or (ii)
      if the
      allocation provided by clause (i) above is not permitted by applicable law,
      in
      such proportion as is appropriate to reflect not only the relative benefits
      referred to in clause (i) above but also the relative fault of the indemnifying
      party or parties on the one hand and of the indemnified party or parties on
      the
      other hand in connection with the statements or omissions that resulted in
      such
      losses, claims, damages or liabilities, as well as any other relevant equitable
      considerations. The relative benefits received by the Company shall be deemed
      to
      be equal to the total net proceeds from the initial placement pursuant to the
      Purchase Agreement (before deducting expenses) of the Registrable Securities
      to
      which such losses, claims, damages or liabilities relate. The relative benefits
      received by any Holder shall be deemed to be equal to the value of receiving
      registration rights under this Agreement for the Registrable Securities. The
      relative fault of the Holders on the one hand and the Company on the other
      hand
      shall be determined by reference to, among other things, whether the untrue
      or
      alleged untrue statement of a material fact or the omission or alleged omission
      to state a material fact relates to information supplied by the Holders or
      by
      the Company, and the parties’ relative intent, knowledge, access to information
      and opportunity to correct or prevent such statement or omission. The Holders’
respective obligations to contribute pursuant to this Section
      6(d)
      are
      several in proportion to the respective number of Registrable Securities they
      have sold pursuant to a Shelf Registration Statement, and not
      joint.

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section
      6(d)
      were
      determined by pro
      rata
      allocation or by any other method of allocation that does not take into account
      the equitable considerations referred to in the immediately preceding paragraph.
      The amount paid or payable by an indemnified party as a result of the losses,
      claims, damages or liabilities referred to in the immediately preceding
      paragraph shall be deemed to include, subject to the limitations set forth
      above, any legal or other expenses reasonably incurred by such indemnified
      party
      in connection with investigating or defending any such action or claim.
      Notwithstanding this Section
      6(d),
      no
      indemnifying party that is a selling Holder shall be required to contribute
      any
      amount in excess of the amount by which the total price at which the Registrable
      Securities sold by it and distributed to the public were offered to the public
      exceeds the amount of any damages that such indemnifying party has otherwise
      been required to pay by reason of such untrue or alleged untrue statement or
      omission or alleged omission. No person guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act) shall be entitled
      to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.

     

    (e)  The
      remedies provided for in this Section
      6
      are not
      exclusive and shall not limit any rights or remedies which may otherwise be
      available to an indemnified party at law or in equity, hereunder, under the
      Purchase Agreement or otherwise.

     

    (f)  The
      indemnity and contribution provisions contained in this Section
      6
      shall
      remain operative and in full force and effect regardless of (i)
      any
      termination of this Agreement, (ii)
      any
      investigation made by or on behalf of any Holder, any person controlling any
      Holder or any affiliate of any Holder or by or on behalf of the Company, its
      officers or directors or any person controlling the Company and (iii)
      the sale
      of any Registrable Securities by any Holder.

     

    Section
      7  .
      Information Requirements. The
      Company covenants that, if at any time before the end of the Effectiveness
      Period, the Company is not subject to the reporting requirements of the Exchange
      Act, it will cooperate with any Holder and take such further reasonable action
      as any Holder may reasonably request in writing (including, without limitation,
      making such reasonable representations as any such Holder may reasonably
      request), all to the extent required from time to time to enable such Holder
      to
      sell Registrable Securities without registration under the Securities Act within
      the limitation of the exemptions provided by Rule 144 and Rule 144A under the
      Securities Act and customarily taken in connection with sales pursuant to such
      exemptions. Upon the written request of any Holder, the Company shall deliver
      to
      such Holder a written statement as to whether it has complied with such filing
      requirements, unless such a statement has been included in the Company’s most
      recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act.
      Notwithstanding the foregoing, nothing in this Section
      7
      shall be
      deemed to require the Company to register any of its securities (other than
      the
      Common Stock) under the Exchange Act.

     

    Section
      8  .
      Miscellaneous. 

     

    (a)  No
      Conflicting Agreements. The
      Company is not, as of the date hereof, a party to, nor shall it, on or after
      the
      date of this Agreement, enter into, any agreement with respect to its securities
      that conflicts with the rights granted to the Holders in this Agreement. The
      Company represents and warrants that the rights granted to the Holders hereunder
      do not in any way conflict with the rights granted to the holders of the
      Company’s securities under any other agreements.

     

    (b)  Amendments
      and Waivers. The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the Company has obtained the
      written consent of Holders of a majority of the then outstanding Underlying
      Common Stock constituting Registrable Securities (with Holders of Notes deemed
      to be the Holders, for purposes of this Section, of the number of outstanding
      shares of Underlying Common Stock into which such Notes are or would be
      convertible as of the date on which such consent is requested). Notwithstanding
      the foregoing, a waiver or consent to depart from the provisions hereof with
      respect to a matter that relates exclusively to the rights of Holders whose
      securities are being sold pursuant to a Shelf Registration Statement and that
      does not directly or indirectly affect the rights of other Holders may be given
      by Holders of at least a majority of the Registrable Securities being sold
      by
      such Holders pursuant to such Shelf Registration Statement; provided
      that the
      provisions of this sentence may not be amended, modified or supplemented except
      in accordance with the provisions of the immediately preceding sentence.
      Notwithstanding the foregoing sentence, this Agreement may be amended by written
      agreement signed by the Company and the Initial Purchaser, without the consent
      of the Holders of Registrable Securities, to cure any ambiguity or to correct
      or
      supplement any provision contained herein that may be defective or inconsistent
      with any other provision contained herein, or to make such other provisions
      in
      regard to matters or questions arising under this Agreement that shall not
      adversely affect the interests of the Holders of Registrable Securities. Each
      Holder of Registrable Securities outstanding at the time of any such amendment,
      modification, supplement, waiver or consent or thereafter shall be bound by
      any
      such amendment, modification, supplement, waiver or consent effected pursuant
      to
      this Section
      8(b)
      whether
      or not any notice, writing or marking indicating such amendment, modification,
      supplement, waiver or consent appears on the Registrable Securities or is
      delivered to such Holder.

     

    (c)  Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand delivery, by telecopier, by courier or by first-class
      mail, return receipt requested, and shall be deemed given (i) when made, if
      made
      by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one
      Business Day after being deposited with such courier, if made by overnight
      courier or (iv) on the date indicated on the notice of receipt, if made by
      first-class mail, to the parties as follows:

     

    (i)  if
      to a
      Holder, at the most current address given by such Holder to the Company in
      a
      Notice and Questionnaire or any amendment thereto;

     

    (ii)  if
      to the
      Company, to:

     

    JDS
      Uniphase Corporation

    430
      North
      McCarthy Blvd.

    Milpitas,
      California 95035

    Attention:
      Christopher S. Dewees

    Telecopy
      No.: (408) 546-5430

     

    with
      a
      copy to:

     

    Morrison
      & Foerster LLP

    755
      Page
      Mill Road

    Palo
      Alto, California 94304

    Attention:
      Michael Phillips

    Telecopy
      No. (650) 494-0792

     

    (iii)  if
      to the
      Initial Purchaser, to:

     

    J.P.
      Morgan Securities Inc.

    277
      Park
      Avenue, 9th
      Floor

    New
      York,
      New York 10072

    Attention:
      Syndicate Desk

    Telecopy
      No.: (212) 622-8358

    


    and:

     

    Merrill
      Lynch & Co.

    Merrill
      Lynch, Pierce, Fenner & Smith

    Incorporated

    4
      World
      Financial Center

    New
      York,
      New York 10080

    Attention:
      Office of the General Counsel

    Telecopy
      No.: (212) 449-3207

     

    with
      a
      copy to:

     

    Skadden,
      Arps, Slate, Meagher & Flom LLP

    525
      University Avenue

    Suite
      1100

    Palo
      Alto, CA 94301

    Attention:
      Thomas J. Ivey

    Telecopy
      No.: (650) 470-4570

     

    or
      to
      such other address as such person may have furnished to the other persons
      identified in this Section
      8(c)
      in
      writing in accordance herewith.

     

    (d)  Approval
      of Holders.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its affiliates (as such term is defined in Rule 405 under the
      Securities Act) (other than the Initial Purchasers or subsequent Holders if
      such
      subsequent Holders are deemed to be such affiliates solely by reason of their
      holdings of such Registrable Securities) shall not be counted in determining
      whether such consent or approval was given by the Holders of such required
      percentage.

     

    (e)  Successors
      and Assigns. Any
      person who purchases any Registrable Securities from an Initial Purchaser shall
      be deemed, for purposes of this Agreement, to be an assignee of such Initial
      Purchaser. This Agreement shall inure to the benefit of and be binding upon
      the
      successors and assigns of each of the parties and shall inure to the benefit
      of
      and be binding upon each Holder of any Registrable Securities, provided
      that
      nothing herein shall be deemed to permit any assignment, transfer or other
      disposition of Registrable Securities in violation of the terms of the
      Indenture. If any transferee of any Holder shall acquire Registrable Securities,
      in any manner, whether by operation of law or otherwise, such Registrable
      Securities shall be held subject to all of the terms of this Agreement, and
      by
      taking and holding such Registrable Securities, such person shall be
      conclusively deemed to have agreed to be bound by and to perform all of the
      terms and provisions of this Agreement and such person shall be entitled to
      receive the benefits hereof.

     

    (f)  Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be original and all of which taken together shall constitute one and the
      same
      agreement.

     

    (g)  Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    (h)  Governing
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK. 

     

    (i)  Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held to be
      invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected, impaired or invalidated thereby, and
      the
      parties hereto shall use their best efforts to find and employ an alternative
      means to achieve the same or substantially the same result as that contemplated
      by such term, provision, covenant or restriction, it being intended that all
      of
      the rights and privileges of the parties shall be enforceable to the fullest
      extent permitted by law.

     

    (j)  Entire
      Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and is intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein and the registration rights granted by the Company with respect to the
      Registrable Securities. Except as provided in the Purchase Agreement, there
      are
      no restrictions, promises, warranties or undertakings, other than those set
      forth or referred to herein, with respect to the registration rights granted
      by
      the Company with respect to the Registrable Securities. This Agreement
      supersedes all prior agreements and undertakings among the parties with respect
      to such registration rights. No party hereto shall have any rights, duties
      or
      obligations other than those specifically set forth in this Agreement. In no
      event will such methods of distribution take the form of an underwritten
      offering of the Registrable Securities without the prior agreement of the
      Company. 

     

    (k)  Termination.
      This
      Agreement and the obligations of the parties hereunder shall terminate upon
      the
      end of the Effectiveness Period, except for any liabilities or obligations
      under
Section
      4,
      5
      or
6
      hereof
      and the obligations to make payments of and provide for additional interest
      or
      liquidated damages under Section
      2(e)
      hereof
      to the extent such damages accrue prior to the end of the Effectiveness Period,
      each of which shall remain in effect in accordance with its terms.

     

    



    
      
        
          


           

          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


           

        

      

    



    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.

     

    
      	
              JDS
                UNIPHASE CORPORATION

               

            
	
              By:

            	 
	
              Name: 

            
	
              Title: 

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Confirmed
      and accepted as of

     

    the
      date
      first above written:

     

    
      	
              J.P.
                MORGAN SECURITIES INC.

               

            
	
              By:

            	 
	
              Name: 

            
	
              Title: 

            


    

    


     

    
      	
              MERRILL
                LYNCH & CO.

              MERRILL
                LYNCH, PIERCE, FENNER & SMITH

               

              INCORPORATED

               

            
	
              By:

            	 
	
              Name: 

            
	
              Title: 

            


    

    


     

    


     


    
      
        
          


          


          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


           

        

      

    



    EXHIBIT
      A

     

    CERTIFICATE
      OF SUBSEQUENT SALE

     

    


     

    [Transfer
      Agent]

    [Address]

    Attention:
      [_______]

     

    JDS
      Uniphase Corporation

    430
      North
      McCarthy Blvd.

    Milpitas,
      California 95035

    Attention:
      Christopher S. Dewees

    Telecopy
      No.: (408) 546-5430

     

    
      	 	
              Re:

            	
              Sale
                of Registrable Securities of JDS Uniphase Corporation (the “Company”)
                pursuant to the Company’s Prospectus, dated , 2006 (the
                “Prospectus”)

            


    

     

    Ladies
      and Gentlemen:

     

    The
      undersigned hereby certifies, in connection with the transfer of Registrable
      Securities of the Company included in the table of Selling Securityholders
      in
      the Prospectus, that the undersigned has sold the number of the Company’s
      Registrable Securities indicated below pursuant to the Prospectus and in a
      manner described under the caption “Plan of Distribution” in the Prospectus, and
      that such sale complies with all applicable securities laws, including, without
      limitation, the Prospectus delivery requirements of the Securities Act of 1933,
      as amended.

     

    Selling
      Securityholder (the beneficial owner):_____________________________

     

    Record
      Holder (e.g., if held in name of
      nominee):__________________________

     

    Number
      of
      Securities Sold:____________________________________________

     

    Date
      of
      Sale:_______________________________________________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Very
      truly yours,

     

    


     

    Dated:________________
      

     

    _______________________________________________________

     

    Print
      Full Legal Name of Selling Stockholder or Nominee

     

    By:_____________________________________________________

     

    Name:__________________________________________________

     

    Title:___________________________________________________