EMCORE CORP. FY'05 10-K EX-4.5 NOVEMBER 2005 NOTE


    
      
        

      

    

    Exhibit
      4.5

     

     

    R-1

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
      OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE
      DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
      DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
      CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL NOTE WITHIN THE
      MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
      OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR SECURITIES
      REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
      ONLY
      IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL
      IT
      IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS NOTE
      MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
      THE
      DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
      NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
      SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY AND TRANSFERS
      OF
      PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
      WITH SECTION 2.12 OF THE INDENTURE. 

     

    THIS
      NOTE
      (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
      REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES
      ACT”), AND THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY
      NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
      REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE
      IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
      FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
      THEREUNDER.

     

    THE
      HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE
      AND
      THE NOTE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD,
      PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON
      WHOM
      THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED
      IN
      RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS
      OF
      RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
      ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
      THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
      NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED
      TO
      IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY,
      ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE NOTES EXCEPT AS PERMITTED
      UNDER THE SECURITIES ACT.

     

    


     

    EMCORE
      CORPORATION

    


    CUSIP
      290846 AD 6

    


    5%
      CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2011

    


    EMCORE
      Corporation, a New Jersey corporation (the “Company”, which term shall include
      any successor corporation under the Indenture referred to on the reverse
      hereof), promises to pay to Cede & Co., or registered assigns, the principal
      sum of sixteen million five hundred eighty thousand four hundred and sixty
      Dollars ($16,580,460) on May 15, 2011 or such greater or lesser amount as is
      indicated on the Schedule of Exchanges of Notes on the other side of this
      Note.

     

    Interest
      Payment Dates: May 15 and November 15

     

    Record
      Dates: May 1 and November 1

     

    This
      Note
      is convertible as specified on the other side of this Note. Additional
      provisions of this Note are set forth on the other side of this Note.


     

    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly
      executed.

     

    EMCORE
      Corporation

    


    


    By:
      /s/ Howard W. Brodie    

    Howard
      W.
      Brodie

    Executive
      Vice President and Chief Legal Officer

    


    Attest:

     

    By:
      /s/ Ian T. Graham   

    Ian
      T.
      Graham

    Assistant
      Secretary

    


    Dated: 
      November 16, 2005

     

    
Trustee’s
      Certificate of Authentication: This is one of the Notes referred to in the
      within-mentioned Indenture.

    


    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

    as
      Trustee

     

    By: 
      /s/ Wanda Camacho   

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [REVERSE
      SIDE OF SECURITY]

    


    EMCORE
      CORPORATION

    5%
      CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2011

    


    
      	1.  	
              INTEREST

            


    

     

    EMCORE
      Corporation, a New Jersey corporation (the “Company,” which term shall include
      any successor corporation under the Indenture hereinafter referred to), promises
      to pay interest on the principal amount of this Note at the rate of 5% per
      annum. The Company shall pay interest semiannually on May 15 and November 15
      of
      each year, commencing May 15, 2006, unless such date is not a business day,
      in
      which case, we shall pay interest on the next succeeding business day and such
      payment shall be deemed to have been paid on such interest payment date and
      no
      interest shall accrue during the additional period of time. Interest on the
      Notes shall accrue from the most recent date to which interest has been paid
      or,
      if no interest has been paid, from November 16, 2005; provided, however, that
      if
      there is not an existing default in the payment of interest and if this Note
      is
      authenticated between a record date referred to on the face hereof and the
      next
      succeeding interest payment date, interest shall accrue from such interest
      payment date. Interest will be computed on the basis of a 360-day year of twelve
      30-day months. 

     

    
      	2.  	
              METHOD
                OF PAYMENT

            


    

     

    The
      Company shall pay interest on this Note (except defaulted interest) to the
      person who is the Holder of this Note at the close of business on May 1 or
      November 1, as the case may be, next preceding the related interest payment
      date. The Holder must surrender this Note to a Paying Agent to collect payment
      of principal. The Company will pay principal and interest in money of the United
      States that at the time of payment is legal tender for payment of public and
      private debts. The Company may, however, pay principal and interest in respect
      of any Definitive Note by check or wire payable in such money; provided,
      however, that a Holder with an aggregate principal amount in excess of
      $2,000,000 will be paid by wire transfer in immediately available funds at
      the
      election of such Holder. The Company may mail an interest check to the Holder’s
      registered address. Notwithstanding the foregoing, so long as this Note is
      registered in the name of a Depositary or its nominee, all payments hereon
      shall
      be made by wire transfer of immediately available funds to the account of the
      Depositary or its nominee.

     

    
      	3.  	
              PAYING
                AGENT, REGISTRAR AND CONVERSION
                AGENT

            


    

     

    Initially,
      Deutsche Bank Trust Company Americas (the “Trustee,” which term shall include
      any successor trustee under the Indenture hereinafter referred to) will act
      as
      Paying Agent, Registrar and Conversion Agent. The Company may change any Paying
      Agent, Registrar or Conversion Agent without notice to the Holder. The Company
      or any of its Subsidiaries may, subject to certain limitations set forth in
      the
      Indenture, act as Paying Agent or Registrar.

     

    
      	4.  	
              INDENTURE,
                LIMITATIONS

            


    

     

    This
      Note
      is one of a duly authorized issue of Notes of the Company designated as its
      5%
      Convertible Senior Subordinated Notes due 2011 (the “Notes”), issued under an
      Indenture dated as of November 16, 2005 (together with any supplemental
      indentures thereto, the “Indenture”), between the Company and the Trustee. The
      terms of this Note include those stated in the Indenture and those required
      by
      or made part of the Indenture by reference to the Trust Indenture Act of 1939,
      as amended, as in effect on the date of the Indenture. This Note is subject
      to
      all such terms, and the Holder of this Note is referred to the Indenture and
      said Act for a statement of them. All capitalized terms used but not defined
      herein shall have the meaning ascribed to such term in the
      Indenture.

     

    The
      Notes
      are subordinated unsecured obligations of the Company. The aggregate principal
      amount of Notes which may be authenticated and delivered pursuant to the
      Indenture is unlimited. The Indenture does not limit other debt of the Company,
      secured or unsecured, including Senior Indebtedness.

     

    
      	5.  	
              PROVISIONAL
                REDEMPTION

            


    

     

    The
      Notes
      may be redeemed at the election of the Company, as a whole or in part from
      time
      to time, at any time (a “Provisional
      Redemption”),
      upon
      at least 20 and not more than 60 days’ notice by mail to the Holders of the
      Notes (a “Provisional
      Redemption Notice”)
      at a
      redemption price equal to $1,000 per $1,000 principal amount of the Notes
      redeemed plus accrued and unpaid interest, if any (such amount, together with
      the Early Call Premium described below, the “Provisional
      Redemption Price”),
      to
      but excluding the date of redemption (the “Provisional
      Redemption Date”)
      if the
      Closing Sale Price of the Common Stock has exceeded 150% of the Conversion
      Price
      for at least 20 Trading Days within a period of any 30 consecutive Trading
      Days
      ending on the Trading Day prior to the date of mailing of the notice of
      Provisional Redemption (the “Provisional
      Redemption Notice Date”).

     

    Except
      as
      set forth above, the Company shall not have the option to redeem the
      Notes.

     

    
      	6.  	
              EARLY
                CALL PREMIUM

            


    

     

    If
      the
      Company delivers a Provisional Redemption Notice on or prior to May 15, 2007,
      the Company shall make an additional payment, at its option, in cash or Common
      Stock or a combination of cash and Common Stock (the “Early
      Call Premium”)
      with
      respect to the Notes called for redemption to holders on the Provisional
      Redemption Notice Date in an amount equal to $150.00 per $1,000 principal amount
      of the Notes, less the amount of any interest actually paid (including, if
      the
      Provisional Redemption Date occurs after a record date but before an interest
      payment date, any interest paid or to be paid in connection with such interest
      payment date) on such Notes prior to the Provisional Redemption Date. Payments
      made in Common Stock will be valued at 95% of the average closing sales prices
      of Common Stock for the five Trading Days ending on the third day prior to
      the
      Provisional Redemption Date. The Company shall pay the Early Call Premium on
      all
      Notes called for Provisional Redemption on or prior to May 15, 2007, including
      those Notes converted into Common Stock between the Provisional Redemption
      Notice Date and the Provisional Redemption Date.

     

    
      	7.  	
              NOTICE
                OF REDEMPTION

            


    

     

    Notice
      of
      redemption will be mailed by first-class mail at least 20 days but not more
      than
      60 days before the Redemption Date to each Holder of Notes to be redeemed at
      its
      registered address. Notes in denominations larger than $1,000 may be redeemed
      in
      part, but only in whole multiples of $1,000. On and after the Redemption Date,
      subject to the deposit with the Paying Agent of funds sufficient to pay the
      Redemption Price plus accrued interest, if any, accrued to, but not including,
      the Redemption Date, interest shall cease to accrue on Notes or portions of
      them
      called for redemption.

     

    
      	8.  	
              PURCHASE
                OF NOTES AT OPTION OF HOLDER UPON A CHANGE OF CONTROL
                

            


    

     

    At
      the
      option of the Holder and subject to the terms and conditions of the Indenture,
      the Company shall become obligated to purchase all or any part specified by
      the
      Holder (so long as the principal amount of such part is $1,000 or an integral
      multiple of $1,000 in excess thereof) of the Notes held by such Holder on the
      date that is 30 Business Days after the occurrence of a Change of Control,
      at a
      purchase price equal to 100% of the principal amount thereof together with
      accrued interest up to, but excluding, the Change of Control Purchase Date.
      The
      Holder shall have the right to withdraw any Change of Control Purchase Notice
      (in whole or in a portion thereof that is $1,000 or an integral multiple
      thereof) at any time prior to the close of business on the Business Day next
      preceding the Change of Control Purchase Date by delivering a written notice
      of
      withdrawal to the Paying Agent in accordance with the terms of the
      Indenture.

     

    
      	9.  	
              CONVERSION

            


    

     

    A
      Holder
      of a Note may convert the principal amount of such Note (or any portion thereof
      equal to $1,000 or any integral multiple of $1,000 in excess thereof) into
      shares of Common Stock at any time prior to the close of business on May 15,
      2011; provided, however, that if the Note is called for redemption or subject
      to
      purchase upon a Change of Control, the conversion right will terminate at the
      close of business on the Business Day immediately preceding the redemption
      date
      or the Change of Control Purchase Date, as the case may be, for such Note or
      such earlier date as the Holder presents such Note for redemption or purchase
      (unless the Company shall default in making the redemption payment or Change
      of
      Control Purchase Price, as the case may be, when due, in which case the
      conversion right shall terminate at the close of business on the date such
      default is cured and such Note is redeemed or purchased).

     

    The
      initial Conversion Price is $8.06 per
      share, subject to adjustment under certain circumstances. The number of shares
      of Common Stock issuable upon conversion of a Note is determined by dividing
      the
      principal amount of the Note or portion thereof converted by the Conversion
      Price in effect on the Conversion Date. No fractional shares will be issued
      upon
      conversion; in lieu thereof, an amount will be paid in cash based upon the
      Closing Price (as defined in the Indenture) of the Common Stock on the Trading
      Day immediately prior to the Conversion Date.

     

    To
      convert a Note, a Holder must (a) complete and manually sign the conversion
      notice set forth below and deliver such notice to a Conversion Agent, (b)
      surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements
      and transfer documents if required by a Registrar or a Conversion Agent, and
      (d)
      pay any transfer or similar tax, if required. Notes so surrendered for
      conversion (in whole or in part) during the period from the close of business
      on
      any regular record date to the opening of business on the next succeeding
      interest payment date (excluding Notes or portions thereof called for redemption
      or subject to purchase upon a Change of Control on a Redemption Date or Change
      of Control Purchase Date, as the case may be, during the period beginning at
      the
      close of business on a regular record date and ending at the opening of business
      on the first Business Day after the next succeeding interest payment date,
      or if
      such interest payment date is not a Business Day, the second such Business
      Day)
      shall also be accompanied by payment in funds acceptable to the Company of
      an
      amount equal to the interest payable on such interest payment date on the
      principal amount of such Note then being converted, and such interest shall
      be
      payable to such registered Holder notwithstanding the conversion of such Note,
      subject to the provisions of this Indenture relating to the payment of defaulted
      interest by the Company. If the Company defaults in the payment of interest
      payable on such interest payment date, the Company shall promptly repay such
      funds to such Holder. A Holder may convert a portion of a Note equal to $1,000
      or any integral multiple thereof. 

     

    A
      Note in
      respect of which a Holder had delivered a Change of Control Purchase Notice
      exercising the option of such Holder to require the Company to purchase such
      Note may be converted only if the Change of Control Purchase Notice is withdrawn
      in accordance with the terms of the Indenture. 

     

    
      	10.  	
              SUBORDINATION

            


    

     

    The
      indebtedness evidenced by the Notes is, to the extent and in the manner provided
      in the Indenture, subordinate and junior in right of payment to the prior
      payment in full in cash of all Senior Indebtedness. Any Holder by accepting
      this
      Note agrees to and shall be bound by such subordination provisions and
      authorizes the Trustee to give them effect. In addition to all other rights
      of
      Senior Indebtedness described in the Indenture, the Senior Indebtedness shall
      continue to be Senior Indebtedness and entitled to the benefits of the
      subordination provisions irrespective of any amendment, modification or waiver
      of any terms of any instrument relating to the Senior Indebtedness or any
      extension or renewal of the Senior Indebtedness. The indebtedness evidenced
      by
      the Notes shall rank pari passu with the Company’s 5% Convertible Senior
      Subordinated Notes due 2011 issued under that certain Indenture dated as of
      February 24, 2004, between the Company and the Trustee.

     

    
      	11.  	
              DENOMINATIONS,
                TRANSFER, EXCHANGE

            


    

     

    The
      Notes
      are in registered form without coupons in denominations of $1,000 and integral
      multiples thereof. A Holder may register the transfer of or exchange Notes
      in
      accordance with the Indenture. The Registrar may require a Holder, among other
      things, to furnish appropriate endorsements and transfer documents and to pay
      any taxes or other governmental charges that may be imposed in relation thereto
      by law or permitted by the Indenture.

     

    
      	12.  	
              PERSONS
                DEEMED OWNERS

            


    

     

    The
      Holder of a Note may be treated as the owner of it for all
      purposes.

     

    
      	13.  	
              UNCLAIMED
                MONEY

            


    

     

    If
      money
      for the payment of principal or interest remains unclaimed for two years, the
      Trustee or Paying Agent will pay the money back to the Company at its written
      request. After that, Holders entitled to money must look to the Company for
      payment.

     

    
      	14.  	
              AMENDMENT,
                SUPPLEMENT AND WAIVER

            


    

     

    Subject
      to certain exceptions, the Indenture or the Notes may be amended or supplemented
      with the consent of the Holders of at least a majority in principal amount
      of
      the Notes then outstanding, and an existing default or Event of Default and
      its
      consequence or compliance with any provision of the Indenture or the Notes
      may
      be waived in a particular instance with the consent of the Holders of a majority
      in principal amount of the Notes then outstanding. Without the consent of or
      notice to any Holder, the Company and the Trustee may amend or supplement the
      Indenture or the Notes to, among other things, cure any ambiguity, defect or
      inconsistency or make any other change that does not adversely affect the rights
      of any Holder.

     

    
      	15.  	
              SUCCESSOR
                CORPORATION

            


    

     

    When
      a
      successor corporation assumes all the obligations of its predecessor under
      the
      Notes and the Indenture in accordance with the terms and conditions of the
      Indenture, the predecessor corporation will (except in certain circumstances
      specified in the Indenture) be released from those obligations. 

     

    
      	16.  	
              DEFAULTS
                AND REMEDIES

            


    

     

    Under
      the
      Indenture, an Event of Default includes: (i) default for 30 days in payment
      of
      any interest on any Notes; (ii) default in payment of any principal (including,
      without limitation, any premium, if any) on the Notes when due; (iii) failure
      by
      the Company for 60 days after notice, given in accordance with the terms of
      the
      indenture, to it to comply with any of its other agreements contained in the
      Indenture or the Notes; (iv) the Company fails to comply with any of the
      provisions of Section 6.08 of the Indenture; (v) the Company fails to provide
      timely notice of a change of control; and (vi) certain events of bankruptcy,
      insolvency or reorganization of the Company. If an Event of Default (other
      than
      as a result of certain events of bankruptcy, insolvency or reorganization of
      the
      Company) occurs and is continuing, the Trustee or the Holders of at least 25%
      in
      principal amount of the Notes then outstanding may declare all unpaid principal
      to the date of acceleration on the Notes then outstanding to be due and payable
      immediately, all as and to the extent provided in the Indenture. If an Event
      of
      Default occurs as a result of certain events of bankruptcy, insolvency or
      reorganization of the Company, unpaid principal of the Notes then outstanding
      shall become due and payable immediately without any declaration or other act
      on
      the part of the Trustee or any Holder, all as and to the extent provided in
      the
      Indenture. Holders may not enforce the Indenture or the Notes except as provided
      in the Indenture. The Trustee may require indemnity satisfactory to it before
      it
      enforces the Indenture or the Notes. Subject to certain limitations, Holders
      of
      a majority in principal amount of the Notes then outstanding may direct the
      Trustee in its exercise of any trust or power. The Trustee may withhold from
      Holders notice of any continuing default (except a default in payment of
      principal or interest) if it determines that withholding notice is in their
      interests. The Company is required to file periodic reports with the Trustee
      as
      to the absence of default. 

     

    
      	17.  	
              TRUSTEE
                DEALINGS WITH THE COMPANY

            


    

     

    Deutsche
      Bank Trust Company Americas, the Trustee under the Indenture, in its individual
      or any other capacity, may make loans to, accept deposits from and perform
      services for the Company or an Affiliate of the Company, and may otherwise
      deal
      with the Company or an Affiliate of the Company, as if it were not the
      Trustee.

     

    
      	18.  	
              NO
                RECOURSE AGAINST OTHERS

            


    

     

    A
      director, officer, employee or shareholder, as such, of the Company shall not
      have any liability for any obligations of the Company under the Notes or the
      Indenture nor for any claim based on, in respect of or by reason of such
      obligations or their creation. The Holder of this Note by accepting this Note
      waives and releases all such liability. The waiver and release are part of
      the
      consideration for the issuance of this Note.

     

    
      	19.  	
              AUTHENTICATION

            


    

     

    This
      Note
      shall not be valid until the Trustee or an authenticating agent manually signs
      the certificate of authentication on the other side of this Note.

     

    
      	20.  	
              ABBREVIATIONS
                AND DEFINITIONS

            


    

     

    Customary
      abbreviations may be used in the name of the Holder or an assignee, such as:
      TEN
      COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
      joint tenants with right of survivorship and not as tenants in common), CUST
      (=
      Custodian) and UGMA (= Uniform Gifts to Minors Act). 

     

    All
      terms
      defined in the Indenture and used in this Note but not specifically defined
      herein are defined in the Indenture and are used herein as so
      defined.

     

    
      	21.  	
              INDENTURE
                TO CONTROL; GOVERNING LAW

            


    

     

    In
      the
      case of any conflict between the provisions of this Note and the Indenture,
      the
      provisions of the Indenture shall control. This Note shall be governed by,
      and
      construed in accordance with, the laws of the State of New York, without regard
      to principles of conflicts of law.

     

    The
      Company will furnish to any Holder, upon written request and without charge,
      a
      copy of the Indenture. Requests may be made to: EMCORE Corporation, 145 Belmont
      Drive, Somerset, New Jersey 08873, Attention: Chief Financial
      Officer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ASSIGNMENT
      FORM

    


    To
      assign
      this Note, fill in the form below:

    


    I
      or we
      assign and transfer this Note to

    


     

    (Insert
      assignee’s soc. sec. or tax I.D. no.)

    


     

     

    


     

    (Print
      or
      type assignee’s name, address and zip code)

    


    


    and
      irrevocably appoint

    


     

    


    agent
      to
      transfer this Note on the books of the Company. The agent may substitute another
      to act for him or her.

    


     

    Your
      Signature:    

    


    


    Date:      

    (Sign
      exactly as your name appears on the other side of this Note)

    


    *Signature
      guaranteed by:

    


    


    By:      

    


    


    
      	
              *

            	
              The
                signature must be guaranteed by an institution which is a member
                of one of
                the following recognized signature guaranty programs: (i) the Securities
                Transfer Agent Medallion Program (STAMP); (ii) the New York Stock
                Exchange
                Medallion Program (MSP); (iii) the Stock Exchange Medallion Program
                (SEMP); or (iv) such other guaranty program acceptable to the Trustee.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    CONVERSION
      NOTICE

    


    


    To
      convert this Note into Common Stock of the Company, check the box: ྡྷ

    


    


    To
      convert only part of this Note, state the principal amount to be converted
      (must
      be $1,000 or an integral multiple thereof): $____________. 

    


    


    If
      you
      want the stock certificate made out in another person’s name, fill in the form
      below:

    


    


     

    (Insert
      assignee’s soc. sec. or tax I.D. no.)

    


    


     

     

    (Print
      or
      type assignee’s name, address and zip code)

     

     

    Your
      Signature:    

    


    


    Date:     

    (Sign
      exactly as your name appears on the other side of this Note)

    


    *Signature
      guaranteed by:

    


    


    By:      

    


    


    
      	
              *

            	
              The
                signature must be guaranteed by an institution which is a member
                of one of
                the following recognized signature guaranty programs: (i) the Securities
                Transfer Agent Medallion Program (STAMP); (ii) the New York Stock
                Exchange
                Medallion Program (MSP); (iii) the Stock Exchange Medallion Program
                (SEMP); or (iv) such other guaranty program acceptable to the
                Trustee.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    OPTION
      TO ELECT REPURCHASE UPON A CHANGE OF CONTROL

     

    To: EMCORE
      Corporation

    


    The
      undersigned registered owner of this Note hereby irrevocably acknowledges
      receipt of a notice from EMCORE Corporation (the “Company”) as to the occurrence
      of a Change of Control with respect to the Company and requests and instructs
      the Company to redeem the entire principal amount of this Note, or the portion
      thereof (which is $1,000 or an integral multiple thereof) below designated,
      in
      accordance with the terms of the Indenture referred to in this Note at the
      Change of Control Purchase Price, together with accrued interest to, but
      excluding, such date.

    


    


    


    Dated:      

    


     

    


    Signature(s)

    


    Signature(s)
      must be guaranteed by a qualified guarantor institution with membership in
      an
      approved signature guarantee program pursuant to Rule 17Ad-15 under the
      Securities Exchange Act of 1934.

    


    


     

    Signature
      Guaranty

    


    


    Principal
      amount to be redeemed

    (in
      an
      integral multiple of $1,000, if less than all):

    


    


     

    NOTICE:
      The signature to the foregoing Election must correspond to the Name as written
      upon the face of this Note in every particular, without alteration or any change
      whatsoever.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
SCHEDULE
      OF EXCHANGES OF NOTES

    


    


    The
      following exchanges, redemptions, repurchases or conversions of a part of this
      global Note have been made:

    


    


    


    
      	
              Principal
                Amount of this Global Note Following Such Decrease Date of
                Exchange
                (or Increase)

            	
               

               

               

              Authorized
                Signatory of
                Custodian

            	
               

               

              Amount
                of Decrease in Principal Amount of this
                Global Note

            	
               

               

              Amount
                of Increase in Principal Amount of this
                Global Note