EMCORE CORP. FY'05 10-K EX-10.15 EXCHANGE AGREEMENT


    
      
        

      

    

    Exhibit
      10.15

     

     

    

      EXCHANGE
        AGREEMENT

      


      


      dated
        as of November 10, 2005

      


      


      by
        and between

      


      


      EMCORE
        CORPORATION

      


      


      and

      


      


      ALEXANDRA
        GLOBAL MASTER FUND LTD.

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EMCORE
        CORPORATION

       

      EXCHANGE
        AGREEMENT

       

      TABLE
        OF CONTENTS

       

    

    

      1. Definitions.

      2. Agreement
        to Exchange; Exchange Value.

      (a) Agreement
        to Exchange.

      (b) Closing.

      3. Representations,
        Warranties, Covenants, Etc. of the Holder.

      (a) Ownership
        of Securities.

      (b) Authority.

      (c) Investment
        Representations.

      (1) The
        Holder Bears Economic Risk.

      (2) Acquisition
        for Own Account.

      (3) Qualified
        Institutional Buyer.

      (4) The
        Holder Can Protect Its Interest.

      (5) Company
        Information.

      (6) Residence.

      (7) Foreign
        Investors.

      (8) Transfer
        Restrictions.

      (d) Non−Affiliate
        Status.

      (e) Tax
        Advice.

      4. Representations,
        Warranties, Covenants, Etc. of the Company.

      (a) Organization
        and Authority.

      (b) Concerning
        the Conversion Shares.

      (c) Authorization
        and Binding Obligations of the Agreement.

      (d) Authorization
        and Binding Obligations of the New Note Indenture.

      (e) Authorization
        and Binding Obligations of the New Notes.

      (f) Non-contravention.

      (g) Approvals,
        Filings, Etc.

      (h) Absence
        of Certain Proceedings.

      (i) Absence
        of Brokers, Finders, Etc.

      (j) Certain
        Securities Law Matters.

      (k) Trust
        Indenture Act.

      (l) No
        Integrated Offering.

      (m) No
        Event
        of Default.

      5. Certain
        Covenants.

      (a) Covenants
        by the Company.

      (1) Exchange
        with Holders of Other Debentures.

      (2) Principal
        Market Listing; Reporting Status.

      (3) PORTAL
        Eligibility.

      (b) Settlement
        of Interest on the Existing Notes.

      6. Conditions
        to the Company’s Obligation to Exchange.

      7. Conditions
        to the Holder’s Obligations to Exchange.

      8. Indemnification
        and Contribution.

      (a) Indemnification.

      (b) Contribution.

      (c) Other
        Rights.

      9. Miscellaneous.

      (a) Governing
        Law.

      (b) Headings.

      (c) Severability.

      (d) Notices.

      (e) Counterparts.

      (f) Entire
        Agreement; Benefit.

      (g) Waiver.

      (h) Amendment.

      (i) Best
        Efforts.

      (j) Further
        Assurances.

      (k) Expenses.

      (l) Termination.

      (m) Survival.

      (n) Public
        Statements, Press Releases, Etc.

      (o) Construction.


    

    
       

      ANNEXES

       

      ANNEX
        I     
Form
        of
        Opinion of Holder Counsel to be Delivered on the Closing Date

      ANNEX
        II     Form
        of
        Opinion of Company Counsel to be Delivered on the Closing Date

      ANNEX
        III    Form
        of Opinion of
        General Counsel to be Delivered on the Closing Date

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXCHANGE
        AGREEMENT

       

      THIS
        EXCHANGE AGREEMENT,
        dated as
        of November 10, 2005 (this “Agreement”), by and between EMCORE
        CORPORATION,
        a New
        Jersey corporation (the “Company”), and ALEXANDRA
        GLOBAL MASTER FUND LTD., a
        British
        Virgin Islands international business company (the “Holder”).

       

      W I T N E S S E T H:

       

      WHEREAS,
        the
        Holder currently holds beneficial interests in an aggregate of $14,425,000
        principal amount of Existing Notes (such capitalized term and all other
        capitalized terms used in this Agreement having the meanings provided in
        Section
        1);

       

      WHEREAS,
        upon
        the terms and subject to the conditions of this Agreement, the Holder wishes
        to
        exchange the Existing Notes with the Company for New Notes, and the Company
        wishes to issue New Notes to the Holder in exchange for the Existing Notes;
        and

       

      WHEREAS,
        the
        parties hereto intend that the New Notes to be issued in exchange for the
        Existing Notes be exempt from registration pursuant to Section 4(2) of the
        1933
        Act and Rule 506 of Regulation D thereunder;

       

      NOW
        THEREFORE,
        in
        consideration of the premises and the mutual covenants contained herein and
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties hereto agree as follows:

       

      1.  Definitions.

       

      (a)  As
        used
        in this Agreement, the terms “Agreement”, “Company” and “Holder” shall have the
        respective meanings assigned to such terms in the introductory paragraph
        of this
        Agreement.

       

      (b)  All
        the
        agreements or instruments herein defined shall mean such agreements or
        instruments as the same may from time to time be supplemented or amended
        or the
        terms thereof waived or modified to the extent permitted by, and in accordance
        with, the terms thereof and of this Agreement.

       

      (c)  The
        following terms shall have the following meanings (such meanings to be equally
        applicable to both the singular and plural forms of the terms
        defined):

       

      “Claims”
        means any losses, claims, damages, liabilities or expenses (joint or several),
        incurred by a Person.

       

      “Closing
        Date” means 12:00 noon, New York City time, on November 16, 2005 or such other
        mutually agreed to time.

       

      “Common
        Stock” means the Common Stock, no par value per share, of the
        Company.

       

      “Common
        Stock Equivalents” means any warrant, option, subscription or purchase right
        with respect to shares of Common Stock, any security convertible into,
        exchangeable for, or otherwise entitling the holder thereof to acquire, shares
        of Common Stock or any warrant, option, subscription or purchase right with
        respect to any such convertible, exchangeable or other security.

       

      “Conversion
        Shares” means the shares of Common Stock issuable or issued upon conversion of
        the New Notes.

       

      “DTC”
        means The Depository Trust Company.

       

      “Excess
        Interest Payment” shall have the meaning provided in Section 5(b).

       

      “Existing
        Notes” means $14,425,000.00 aggregate principal amount of the Company’s 5%
        Convertible Subordinated Debentures due May 15, 2006, owned
        by
        the Holder and registered in the name of the Holder or its nominee.

       

      “Existing
        Note Indenture” means the Indenture, dated as of May 7, 2001, between the
        Company and Wilmington Trust Company, as Trustee, relating to the Company’s 5%
        Convertible Subordinated Debentures due May 15, 2006.

       

      “Indemnified
        Person” means the Holder and each of its affiliates
        and their respective officers, directors, stockholders and members and each
        Person who controls the Holder within the meaning of the 1933 Act or the
        1934
        Act.

       

      “Interest
        Payment” shall have the meaning provided in Section 5(b).

       

      “NASD”
        means the National Association of Securities Dealers, Inc.

       

      “New
        Note
        Indenture” means the Indenture, dated as of November 16, 2005, between the
        Company and Deutsche Bank Trust Company Americas, as Trustee, relating to
        the
        New Notes.

       

      “New
        Notes” means the $16,580,460 aggregate principal amount of the Company’s 5%
        Convertible Senior Subordinated Notes due 2011 in substantially the form
        set
        forth in the New Note Indenture.

       

      “1934
        Act” means the Securities Exchange Act of 1934, as amended.

       

      “1939
        Act” means the Trust Indenture Act of 1939, as amended.

       

      “1933
        Act” means the Securities Act of 1933, as amended.

       

      “Person”
        means any natural person, corporation, partnership, limited liability company,
        trust, incorporated organization, unincorporated association, or similar
        entity
        or any government, governmental agency or political subdivision.

       

      “PORTAL”
        means the Private Offerings, Resales and Trading through Automated Linkages
        system of the NASD.

       

      “Principal
        Market” means the Nasdaq National Market or such other U.S. market or exchange
        which is the principal market on which the Common Stock is then listed for
        trading.

       

      “Rule
        144” means Rule 144 under the 1933 Act or any other similar rule or regulation
        of the SEC that may at any time provide a “safe harbor” exemption from
        registration under the 1933 Act so as to permit a holder of any securities
        to
        sell securities of the Company to the public without registration under the
        1933
        Act.

       

      “Rule
        144A” means Rule 144A as promulgated under the 1933 Act.

       

      “SEC”
        means the Securities and Exchange Commission.

       

      “SEC
        Reports” means all annual reports, quarterly reports, proxy statements and other
        reports filed by the Company under the 1934 Act, in each case as filed with
        the
        SEC and including the information and documents (other than exhibits)
        incorporated therein by reference.

       

      “Subsidiary”
        means any corporation or other entity of which a majority of the capital
        stock
        or other ownership interests having ordinary voting power to elect a majority
        of
        the board of directors or other persons performing similar functions are
        at the
        time directly or indirectly owned by the Company.

       

      “Trading
        Day” means a day on which the Principal Market is open for the general trading
        of securities.

       

      “Transaction
        Documents” means this Agreement, the New Note Indenture and the New
        Notes.

       

      “Trustee”
        shall have the meaning provided in the New Note Indenture.

       

      “Violation”
        means

       

      any
        violation or alleged violation by the Company of the 1933 Act, the 1934 Act,
        any
        state securities law or any rule or regulation under the 1933 Act, the 1934
        Act
        or any state securities law, or

       

      any
        breach or alleged breach by any Person other than the Holder of any
        representation, warranty, covenant, agreement or other term of this
        Agreement.

       

      2.  Agreement
        to Exchange; Exchange Value.

       

      (a)  Agreement
        to Exchange.

       

      Upon
        the
        terms and subject to the conditions of this Agreement,

       

      (1)  the
        Holder agrees to sell, assign, transfer and deliver the Existing Notes to
        the
        Company in exchange for the issuance by the Company to the Holder of the
        New
        Notes; and

       

      (2)  the
        Company agrees to issue to the Holder the New Notes in exchange for the Existing
        Notes.

       

      The
        Company agrees to cancel the Existing Notes in full immediately after the
        closing.

       

      (b)  Closing.

       

      The
        closing of the exchange provided for in Section 2(a) shall occur on the Closing
        Date at the Law Offices of Brian W. Pusch, Penthouse Suite, 29 West 57th
        Street,
        New York, New York. At the closing, upon the terms and subject to the conditions
        of this Agreement, (1) the Company shall deliver to the Trustee, against
        evidence of cancellation of the Holders’ beneficial interest in the Existing
        Notes, one or more permanent global securities, registered in the name of
        Cede
& Co., as nominee for DTC, and (2) the Holder shall cancel its beneficial
        interest in the Existing Notes and deliver to the Company evidence that such
        beneficial interest has been cancelled on records maintained in book-entry
        form
        by DTC and its participants. The Holders’ beneficial interests in the New Notes
        will be shown on records maintained in book-entry form by DTC and its
        participants.

       

      3.  Representations,
        Warranties, Covenants, Etc. of the Holder.

       

      The
        Holder represents and warrants to, and covenants and agrees with, the Company
        as
        follows:

       

      (a)  Ownership
        of Securities.

       

      The
        Holder has all right, title and interest in its beneficial interest in the
        Existing Notes, and has not endorsed, assigned, sold, transferred or otherwise
        in any manner disposed of the Holder’s beneficial interest in the Existing Notes
        or any interest therein. No person or entity other than the Holder has any
        interest in the Holder’s beneficial interest in the Existing Notes.

       

      (b)  Authority.

       

      The
        execution, delivery and performance by the Holder of this Agreement are within
        the powers of the Holder and have been duly authorized by all necessary action
        on the part of the Holder. This Agreement constitutes a valid and binding
        agreement of the Holder, enforceable against the Holder in accordance with
        its
        terms, subject to the effect of any applicable bankruptcy, insolvency,
        reorganization, moratorium or other similar laws now or hereafter in effect
        relating to or affecting creditors’ rights generally and general principles of
        equity, regardless of whether such enforceability is considered in a proceeding
        in equity or at law.

       

      (c)  Investment
        Representations.

       

      The
        Holder understands that the New Notes and Conversion Shares have not been
        registered under the 1933 Act and that the Company has no intention of
        registering the New Notes or the Conversion Shares under the 1933 Act. The
        Holder also understands that the New Notes and Conversion Shares are being
        offered and sold pursuant to an exemption from registration contained in
        the
        1933 Act based in part upon the Holder’s representations contained in the
        Agreement. The Holder hereby represents and warrants as follows:

       

      (1)  The
        Holder Bears Economic Risk.

       

      The
        Holder has substantial experience in evaluating and investing in private
        placement transactions of securities in companies similar to the Company
        so that
        it is capable of evaluating the merits and risks of its investment in the
        Company and has the capacity to protect its own interests. The Holder must
        bear
        the economic risk of this investment indefinitely unless the New Notes and
        the
        Conversion Shares are registered pursuant to the Securities Act, or an exemption
        from registration is available. The Holder also understands that there is
        no
        assurance that any exemption from registration under the Securities Act will
        be
        available and that, even if available, such exemption may not allow the Holder
        to transfer all or any portion of the New Notes and the Conversion Shares
        under
        the circumstances, in the amounts or at the times the Holder might
        propose.

       

      (2)  Acquisition
        for Own Account.

       

      The
        Holder is acquiring the New Notes and Conversion Shares for the Holder’s own
        account.

       

      (3)  Qualified
        Institutional Buyer.

       

      The
        Holder represents that it is a qualified institutional buyer as defined in
        Rule
        144A.

       

      (4)  The
        Holder Can Protect Its Interest.

       

      The
        Holder represents that by reason of its, or of its management’s, business or
        financial experience, the Holder has the capacity to protect its own interests
        in connection with the transactions contemplated in this Agreement. Further,
        the
        Holder is aware of no publication of any advertisement in connection with
        the
        transactions contemplated in this Agreement.

       

      (5)  Company
        Information.

       

      The
        Holder has had an opportunity to discuss the Company’s business, management and
        financial affairs with directors, officers and management of the Company
        and has
        had the opportunity to review the Company’s operations and facilities. The
        Holder has also had the opportunity to ask questions of and receive answers
        from, the Company and its management regarding the terms and conditions of
        this
        investment.

       

      (6)  Residence.

       

      The
        office or offices of the Holder in which its investment decision was made
        is
        located at the address or addresses of the Holder set forth on the signature
        page.

       

      (7)  Foreign
        Investors.

       

      If
        the
        Holder is not a United States person (as defined by Section 7701(a)(30) of
        the
        Internal Revenue Code of 1986, as amended), the Holder hereby represents
        that it
        has satisfied itself as to the full observance of the laws of its jurisdiction
        in connection with any invitation to subscribe for the New Notes and Conversion
        Shares or any use of this Agreement, including (i) the legal requirements
        within
        its jurisdiction for the exchange of the New Notes and Conversion Shares
        for the
        Existing Notes, (ii) any foreign exchange restrictions applicable to such
        exchange, (iii) any government or other consents that may need to be obtained,
        and (iv) the income tax and other tax consequences, if any, that may be relevant
        to the purchase, holding, redemption, sale or transfer of the New Notes and
        Conversion Shares. The exchange of New Notes and Conversion Shares for the
        Existing Notes and the continued ownership by the Holder of the New Notes
        and
        Conversion Shares will not violate any applicable securities or other laws
        of
        the Holder’s jurisdiction.

       

      (8)  Transfer
        Restrictions.

       

      The
        Holder understands that the New Notes and Conversion Shares are being offered
        in
        a transaction not involving any public offering in the United States within
        the
        meaning of the 1933 Act, that the New Notes and Conversion Shares will not
        be
        registered under the 1933 Act and agrees that (A) if in the future it decides
        to
        offer, resell, pledge or otherwise transfer any of the New Notes and Conversion
        Shares, it shall offer, resell, pledge or otherwise transfer such New Notes
        and
        Conversion Shares only (i) in the United States to a person whom the seller
        reasonably believes is a qualified institutional buyer in a transaction meeting
        the requirements of Rule 144A, (ii) outside the United States in an offshore
        transaction complying with the provisions of Rule 904 under the 1933 Act,
        (iii)
        pursuant to an exemption from registration under the 1933 Act provided by
        Rule
        144 (if available), or (iv) pursuant to an effective registration statement
        under the 1933 Act, in each of cases (i) through (iv) in accordance with
        any
        applicable securities laws of any States of the United States, and (B) the
        Holder will notify any subsequent purchaser of the New Notes and Conversion
        Shares from it of the resale restrictions referred to in (A) above. The Holder
        acknowledges and agrees that the New Notes and Conversion Shares shall be
        subject to restrictions on transfer as set forth in the New Note Indenture.
        The
        Company acknowledges that a transfer in circumstances covered by the opinion
        contemplated in Section 6(c) will meet the requirements of clause (iii) of
        the
        second preceding sentence; provided,
        however,
        that the
        Company may require a confirmation of the opinion contemplated by Section
        6(c)
        at the time of a particular transfer which confirmation the Holder may provide
        from the counsel who rendered the opinion or the opinion of other counsel
        to the
        Holder reasonably acceptable to the Company.

       

      (d)  Non−Affiliate
        Status.

       

      The
        Holder is not an “affiliate” (as that term is defined under Rule 144(a) of the
        1933 Act and Rule 13e-3 of the 1934 Act of the Company. To the best of the
        Holder’s knowledge, the Holder did not acquire its beneficial interest in the
        Existing Notes from an “affiliate” of the Company.

       

      (e)  Tax
        Advice.

       

      The
        Holder has had the opportunity to review with its own tax advisors the U.S.
        Federal, state, local and foreign tax consequences of the transactions
        contemplated by this Agreement. With respect to such tax matters, the Holder
        has
        relied and relies solely on such advisors and not on any statements or
        representations of the Company or any of its agents, written or oral. The
        Holder
        understands that it (and not the Company or any of its agents) shall be
        responsible for its own tax liability that may arise as a result of the
        transactions contemplated by this Agreement.

       

      4.  Representations,
        Warranties, Covenants, Etc. of the Company.

       

      The
        Company represents and warrants to the Holder that the following matters
        are
        true and correct on the date of execution and delivery of this Agreement,
        will
        be true and correct on the Closing Date and the Company covenants and agrees
        with the Holder as follows:

       

      (a)  Organization
        and Authority.

       

      The
        Company is a corporation duly organized, validly existing and in good standing
        under the laws of the State of New Jersey and has all requisite corporate
        power
        and authority (i) to own, lease and operate its properties and to carry on
        its
        business as described in the SEC Reports and as currently conducted, and
        (ii) to
        execute, deliver and perform its obligations under the Transaction Documents
        and
        to consummate the transactions contemplated hereby and thereby.

       

      (b)  Concerning
        the Conversion Shares.

       

      The
        Conversion Shares have been duly and validly authorized and when issued upon
        conversion of the New Notes will be duly and validly issued, fully paid and
        non-assessable. The holders of outstanding shares of capital stock of the
        Company are not entitled to preemptive or other rights to subscribe for the
        Conversion Shares. The Common Stock is listed for trading on the Principal
        Market and (1) the Company and the Common Stock meet the criteria for continued
        listing and trading on the Principal Market; (2) the Company has not been
        notified since December 31, 2003 of any failure or potential failure to meet
        the
        criteria for continued listing and trading on the Principal Market; and (3)
        no
        suspension of trading in the Common Stock is in effect. The Company knows
        of no
        reason that the Conversion Shares will not be eligible for listing on the
        Principal Market.

       

      (c)  Authorization
        and Binding Obligations of the Agreement.

       

      This
        Agreement has been duly authorized, executed and delivered by the Company
        and
        (assuming due authorization, execution and delivery by the Holder) constitutes
        a
        legally valid and binding agreement of the Company enforceable against the
        Company in accordance with its terms, subject to the effect of any bankruptcy,
        insolvency, reorganization, moratorium or other similar laws now or hereafter
        in
        effect relating to or affecting creditors’ rights generally and general
        principles of equity, regardless of whether such enforceability is considered
        in
        a proceeding in equity or at law.

       

      (d)  Authorization
        and Binding Obligations of the New Note Indenture.

       

      The
        New
        Note Indenture has been duly authorized by the Company, and when the New
        Note
        Indenture is duly executed and delivered by the Company (assuming due
        authorization, execution and delivery of the New Note Indenture by the Trustee)
        will constitute a legally valid and binding agreement of the Company enforceable
        against the Company in accordance with its terms, subject to the effect of
        any
        bankruptcy, insolvency, reorganization, moratorium or other similar laws
        now or
        hereafter in effect relating to or affecting creditors’ rights generally and
        general principles of equity, regardless of whether such enforceability is
        considered in a proceeding in equity or at law.

       

      (e)  Authorization
        and Binding Obligations of the New Notes.

       

      The
        New
        Notes have been duly authorized by the Company, and when the New Notes are
        executed, authenticated and issued in accordance with the terms of the Indenture
        and subject to the terms and conditions set forth herein delivered pursuant
        to
        this Agreement at the Closing (assuming due authentication of the New Notes
        by
        the Trustee), such New Notes will constitute legally valid and binding
        obligations of the Company, entitled to the benefits of the Indenture and
        enforceable against the Company in accordance with their terms, subject to
        the
        effect of any bankruptcy, insolvency, reorganization, moratorium or other
        similar laws now or hereafter in effect relating to or affecting creditors’
rights generally and general principles of equity, regardless of whether
        such
        enforceability is considered in a proceeding in equity or at law.

       

      (f)  Non-contravention.

       

      The
        execution and delivery of the Transaction Documents by the Company and the
        consummation by the Company of the transactions contemplated herein and therein
        do not and will not, with or without the giving of notice or the lapse of
        time,
        or both, (i) result in any violation of any provision of the certificate
        of
        incorporation or by-laws or similar instruments of the Company or any
        Subsidiary, (ii) conflict with or result in a breach by the Company or any
        Subsidiary of any of the terms or provisions of, or constitute a default
        under,
        or result in the modification of, or result in the creation or imposition
        of any
        lien, security interest, charge or encumbrance upon any of the properties
        or
        assets of the Company pursuant to, any indenture, mortgage, deed of trust
        or
        other agreement or instrument to which the Company or any Subsidiary is a
        party
        or by which the Company or any Subsidiary or any of their respective properties
        or assets are bound or affected which would have a material adverse effect
        on
        the business, properties, or results of operations of the Company and the
        Subsidiaries, taken as a whole, (iii) violate or contravene any applicable
        law,
        rule or regulation or any applicable decree, judgment or order of any court,
        United States federal or state regulatory body, administrative agency or
        other
        governmental body having jurisdiction over the Company or any Subsidiary
        or any
        of their respective properties or assets which would have a material adverse
        effect on the business, properties, or results of operations of the Company
        and
        the Subsidiaries, taken as a whole, or (iv) have any material adverse effect
        on
        any permit, certification, registration, approval, consent, license or franchise
        necessary for the Company or any Subsidiary to own or lease and operate any
        of
        its properties and to conduct any of its business or the ability of the Company
        or any Subsidiary to make use thereof.

       

      (g)  Approvals,
        Filings, Etc.

       

      No
        authorization, approval or consent of, or filing with, any court, governmental
        body, regulatory agency, self-regulatory organization, or stock exchange
        or
        market or the stockholders of the Company is required to be obtained or made
        by
        the Company or any Subsidiary in connection with the execution, delivery
        and
        performance of this Agreement and the New Note Indenture and the issuance
        of the
        New Notes as contemplated by this Agreement and the issuance of the Conversion
        Shares upon conversion of the New Notes other than notification by the Company
        to the Principal Market with respect to the listing of the Conversion
        Shares.

       

      (h)  Absence
        of Certain Proceedings.

       

      Except
        as
        disclosed in the SEC Reports, there are no legal or governmental proceedings
        pending to which the Company or any of its Subsidiaries is a party or of
        which
        any of their respective properties or assets is the subject which, if determined
        adversely to the Company, might reasonably be expected to materially and
        adversely affect the consummation of the transactions contemplated by the
        Transaction Documents or the performance by the Company of its obligations
        under
        the Transaction Documents and, to the Company’s knowledge, no such proceedings
        are threatened or contemplated by governmental authorities or, except as
        set
        forth or contemplated in the SEC Reports, threatened by others.

       

      (i)  Absence
        of Brokers, Finders, Etc.

       

      No
        broker, finder, or similar Person is entitled to any commission, fee, or
        other
        compensation by reason of the transactions contemplated by this
        Agreement.

       

      (j)  Certain
        Securities Law Matters.

       

      Assuming
        the accuracy of the representations and warranties of the Holder contained
        in
        Section 3 hereto, the New Notes may be issued to the Holder pursuant to this
        Agreement without registration under the 1933 Act by virtue of Section 4(2)
        of
        the 1933 Act and Rule 506 of Regulation D thereunder. The Company acknowledges
        that, for purposes of Rule 144, the Holder will be entitled to tack the holding
        period of the Existing Notes determined in accordance with Rule 144, and
        “no-action letters” from the Division of Corporation Finance of the SEC relating
        thereto, to the holding period of the New Notes and the Conversion Shares
        and,
        so long as (x) the aggregate period during which the Existing Notes and the
        New
        Notes and the Conversion Shares as so determined are held is at least two
        years
        and (y) at the time of determination the Holder is not and has not for the
        preceding three months been an “affiliate” (as such term is defined in Rule 144)
        of the Company, the New Notes and the Conversion Shares may be sold pursuant
        to
        Rule 144(k). The Company agrees not to take a position contrary thereto in
        determining whether a transfer of the New Notes is permissible under Rule
        144
        unless the SEC or its staff by rule or interpretation changes its rules and
        interpretations thereof in effect on the date of this Agreement or such rules
        or
        interpretations are held invalid or incorrect by a court of competent
        jurisdiction or are altered as a result of legislative actions.

       

      (k)  Trust
        Indenture Act.

       

      The
        New
        Notes may be offered and issued to the Holder without the qualification of
        the
        New Note Indenture under the 1939 Act in reliance on the exemption contained
        in
        Section 304(b) of the 1939 Act.

       

      (l)  No
        Integrated Offering.

       

      Neither
        the Company nor any affiliate (as defined in Rule 501(b) of Regulation D
        under
        the 1933 Act) of the Company has taken or will take any action to sell, offer
        for sale, solicit offers to buy or otherwise negotiate in respect of, any
        security (as defined in the 1933 Act) which is or will be integrated with
        the
        exchange of the New Notes for the Existing Notes in a manner that would require
        the registration under the 1933 Act of the New Notes.

       

      (m)  No
        Event of Default.

       

      No
        event
        has occurred nor has any circumstance arisen which, had the New Notes been
        outstanding as of December 31, 2004, would constitute a default or an Event
        of
        Default (as such term is defined in the Indenture).

       

      5.  Certain
        Covenants.

       

      (a)  Covenants
        by the Company.

       

      (1)  Exchange
        with Holders of Other Debentures.

       

      For
        a
        period of 90 days after the Closing Date the Company will not enter into
        any
        agreement with any other holder of the Company’s 5% Convertible Subordinated
        Debentures due May 15, 2006 to exchange, repurchase, retire, repay or otherwise
        acquire any of such debentures (other than by payment when due at maturity)
        upon
        terms more favorable to such holder than the terms set forth in this Agreement,
        without the prior written consent of the Holder; provided, however that nothing
        in this Agreement shall restrict the Company’s ability to redeem such notes
        pursuant to the terms of the indenture by which they are governed.

       

      (2)  Principal
        Market Listing; Reporting Status.

       

      So
        long
        as the Holder beneficially owns any of the Conversion Shares, the Company
        shall
        (x) use its commercially reasonable best efforts to maintain the listing
        of the
        Common Stock on the Nasdaq National Market, and (y) timely file all reports
        required to be filed with the SEC pursuant to Section 13 or 15(d) of the
        1934
        Act, and the Company shall not terminate its status as an issuer required
        to
        file reports under the 1934 Act even if the 1934 Act or the rules and
        regulations thereunder would permit such termination.

       

      (3)  PORTAL
        Eligibility.

       

      In
        the
        event the New Notes are not eligible for trading on PORTAL at or prior to
        the
        Closing Date, the Company shall use its commercially reasonable best efforts
        to
        cause the New Notes to be eligible for trading on PORTAL as promptly as
        practicable following the Closing Date.

       

      (b)  Settlement
        of Interest on the Existing Notes.

       

       The
        parties hereby agree that the Holder shall receive a payment of unpaid and
        accrued interest with respect to the Existing Notes (the “Interest Payment”) at
        the Closing Date. The parties hereby agree that the payment of the Interest
        Payment shall be deemed to satisfy any and all obligations by the Company
        to pay
        accrued and unpaid interest on the Existing Notes. In the event that the
        Holder
        shall receive any payments at the closing on the Closing Date or thereafter
        which include the payment of interest accrued on or after the Closing Date
        (an
“Excess Interest Payment”), the Holder shall immediately remit to the Company in
        immediately available funds an amount equal to such Excess Interest
        Payment.

       

      6.  Conditions
        to the Company’s Obligation to Exchange.

       

      The
        Holder understands that the Company’s obligation to issue to the Holder the New
        Notes in exchange for the Existing Notes on the Closing Date is conditioned
        upon
        satisfaction of the following conditions precedent on or before the Closing
        Date
        (any or all of which may be waived by the Company in its sole
        discretion):

       

      (a)  On
        the
        Closing Date, no legal action, suit or proceeding shall be pending or threatened
        which seeks to restrain or prohibit the transactions contemplated by this
        Agreement;

       

      (b)  The
        representations and warranties of the Holder contained in this Agreement
        shall
        have been true and correct on the date of this Agreement and on the Closing
        Date
        as if made on the Closing Date and on or before the Closing Date the Holder
        shall have performed all covenants and agreements of the Holder required
        to be
        performed by the Holder on or before the Closing Date; and

       

      (c)  On
        the
        Closing Date, the Company shall have received the opinion of the Law Offices
        of
        Brian W. Pusch, dated the Closing Date, addressed to the Company, in form,
        scope
        and substance reasonably satisfactory to the Company, substantially in the
        form
        of Annex I
        to this
        Agreement, and

       

      (d)  The
        Trustee shall have executed the New Note Indenture and the New Note Indenture
        shall be in full force and effect.

       

      7.  Conditions
        to the Holder’s Obligations to Exchange.

       

      The
        Company understands that the Holder’s obligation to exchange Existing Notes for
        the New Notes on the Closing Date is conditioned upon satisfaction of the
        following conditions precedent on or before the Closing Date (any or all
        of
        which may be waived by the Holder in its sole discretion):

       

      (a)  On
        the
        Closing Date, no legal action, suit or proceeding shall be pending or threatened
        which seeks to restrain or prohibit the transactions contemplated by this
        Agreement;

       

      (b)  The
        representations and warranties of the Company contained in this Agreement
        shall
        have been true and correct on the date of this Agreement and shall be true
        and
        correct on the Closing Date as if given on and as of the Closing Date (except
        for representations given as of a specific date, which representations shall
        be
        true and correct as of such date), and on or before the Closing Date the
        Company
        shall have performed all covenants and agreements of the Company contained
        herein required to be performed by the Company on or before the Closing
        Date;

       

      (c)  No
        Event
        of Default under and as defined in the Existing Note Indenture or event which,
        with the giving of notice or the passage of time, or both, would constitute
        an
        Event of Default under and as defined in the Existing Notes shall have occurred
        and be continuing;

       

      (d)  The
        Company shall have delivered to the Holder a certificate, dated the Closing
        Date, duly executed by its Chief Executive Officer or Chief Financial Officer
        to
        the effect set forth in subparagraphs (a), (b), and (c) of this Section
        7;

       

      (e)  The
        Company shall have delivered to the Holder a certificate, dated the Closing
        Date, of the Secretary of the Company certifying (A) the Certificate of
        Incorporation and By-Laws of the Company as in effect on the Closing Date,
        (B)
        all resolutions of the Board of Directors (and committees thereof) of the
        Company relating to this Agreement and the transactions contemplated hereby
        and
        (C) such other matters as reasonably requested by the Holder;

       

      (f)  On
        the
        Closing Date, the Holder shall have received opinions of Jenner & Block LLP
        and Howard W. Brodie, Esq., dated the Closing Date, addressed to the Holder,
        in
        form, scope and substance reasonably satisfactory to the Holder, substantially
        in the form of Annex II
        and
Annex III,
        respectively, to this Agreement;

       

      (g)  The
        Company and the Trustee shall have executed the New Note Indenture and the
        New
        Note Indenture shall be in full force and effect and the New Notes shall
        have
        been duly authenticated by the Trustee;

       

      (h)  On
        the
        Closing Date (1) trading in securities on the Nasdaq National Market shall
        not
        have been suspended or materially limited and (2) a general moratorium on
        commercial banking activities in the State of New York shall not have been
        declared by either federal or state authorities; and

       

      (i)  The
        Company shall have used its commercially reasonable best efforts to cause
        the
        New Notes to be eligible for trading on PORTAL.

       

      8.  Indemnification
        and Contribution.

       

      (a)  Indemnification.

       

      (1)  To
        the
        extent not prohibited by applicable law, the Company will indemnify and hold
        harmless each Indemnified Person against any Claims to which any of them
        may
        become subject, insofar as such Claims (or actions or proceedings, whether
        commenced or threatened, in respect thereof) arise out of or are based upon
        any
        Violation or any of the transactions contemplated by this Agreement; provided
        that the Company shall not be liable under this provision to the extent that
        such Claims resulted from the gross negligence or willful misconduct of the
        Indemnified Person. The Company shall reimburse each such Indemnified Person,
        promptly as such expenses are incurred and are due and payable, for any
        documented reasonable legal fees or other documented and reasonable expenses
        incurred by them in connection with investigating or defending any such Claim.
        Notwithstanding anything to the contrary contained herein, the indemnification
        agreement contained in this Section 8(a) shall not apply to amounts paid
        in
        settlement of any Claim if such settlement is effected without the prior
        written
        consent of the Company, which consent shall not be unreasonably
        withheld.

       

      (2)  Promptly
        after receipt by an Indemnified Person under this Section 8(a) of notice
        of the
        commencement of any action (including any governmental action), such Indemnified
        Person shall, if a Claim in respect thereof is to be made against the Company
        under this Section 8(a), deliver to the Company a notice of the commencement
        thereof and the Company shall have the right to participate in, and, to the
        extent the Company so desires, to assume control of the defense thereof with
        counsel reasonably satisfactory to the Indemnified Person; provided,
        however,
        that an
        Indemnified Person shall have the right to retain its own counsel with the
        fees
        and expenses to be paid by the Company, if, in the reasonable opinion of
        counsel
        retained by the Company, the representation by such counsel of the Indemnified
        Person and the Company would be inappropriate due to actual or potential
        differing interests between such Indemnified Person and any other party
        represented by such counsel in such proceeding; provided
        further, however,
        that the
        Company shall not be responsible for the fees and expenses of more than one
        separate counsel for all Indemnified Persons hereunder and one separate counsel
        in each jurisdiction in which a Claim is pending or threatened. The failure
        to
        deliver notice to the Company within a reasonable time of the commencement
        of
        any such action shall not relieve the Company of any liability to the
        Indemnified Person under this Section 8(a), except to the extent that the
        Company is prejudiced in its ability to defend such action. The indemnification
        required by this Section 8(a) shall be made by periodic payments of the amount
        thereof during the course of the investigation or defense, as such expense,
        loss, damage or liability is incurred and is due and payable.

       

      (b)  Contribution.

       

      To
        the
        extent any indemnification by the Company as set forth in Section 8(a) above
        is
        applicable by its terms but is prohibited or limited by law, the Company
        agrees
        to make the maximum contribution with respect to any amounts for which it
        would
        otherwise be liable under Section 8(a) to the fullest extent permitted by
        law.
        In determining the amount of contribution to which the respective parties
        are
        entitled, there shall be considered the relative fault of each party, the
        parties’ relative knowledge of and access to information concerning the matter
        with respect to which the Claim was asserted, the opportunity to correct
        and
        prevent any statement or omission and any other equitable considerations
        appropriate under the circumstances; provided,
        however,
        that (a)
        no contribution shall be made under circumstances where the maker would not
        have
        been liable for indemnification under the fault standards set forth in Section
        8(a) and (b) no Person guilty of fraudulent misrepresentation (within the
        meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
        from
        any other Person who was not guilty of such fraudulent
        misrepresentation.

       

      (c)  Other
        Rights.

       

      The
        indemnification and contribution provided in this Section shall be in addition
        to any other rights and remedies available at law or in equity.

       

      9.  Miscellaneous.

       

      (a)  Governing
        Law.

       

      THIS
        AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
        OF
        THE STATE OF NEW YORK.

       

      (b)  Headings.

       

      The
        headings, captions and footers of this Agreement are for convenience of
        reference and shall not form part of, or affect the interpretation of, this
        Agreement.

       

      (c)  Severability.

       

      If
        any
        provision of this Agreement shall be invalid or unenforceable in any
        jurisdiction, such invalidity or unenforceability shall not affect the validity
        or enforceability of the remainder of this Agreement or the validity or
        enforceability of this Agreement in any other jurisdiction.

       

      (d)  Notices.

       

      Any
        notices required or permitted to be given under the terms of this Agreement
        shall be in writing and shall be sent by mail, personal delivery, by telephone
        line facsimile transmission or courier and shall be effective five days after
        being placed in the mail, if mailed, or upon receipt, if delivered personally,
        by telephone line facsimile transmission or by courier, in each case addressed
        to a party at such party’s address (or telephone line facsimile transmission
        number) shown in the introductory paragraph or on the signature page of this
        Agreement or such other address (or telephone line facsimile transmission
        number) as a party shall have provided by notice to the other party in
        accordance with this provision. In the case of any notice to the Company,
        such
        notice shall be addressed to the Company at its address (or telephone line
        facsimile transmission number) shown on the signature page hereto, Attention:
        Chief Legal Officer, with a copy addressed to John E. Welch, Jenner & Block,
        LLP, 601 Thirteenth Street, NW, Suite 1200 South, Washington, DC 20005
        (facsimile transmission number (202) 661-4980), and in the case of any notice
        to
        the Holder, such notice shall be addressed to the Holder at its address (or
        telephone line facsimile transmission number) shown on the signature page
        hereto
        and a copy shall be given to: Law Offices of Brian W Pusch, Penthouse Suite,
        29
        West 57th Street, New York, New York 10019 (telephone line facsimile
        transmission number (212) 980-7055).

       

      (e)  Counterparts.

       

      This
        Agreement may be executed in counterparts and by the parties hereto on separate
        counterparts, each of which shall be deemed to be an original but all of
        which
        together shall constitute one and the same instrument. A telephone line
        facsimile transmission of this Agreement bearing a signature on behalf of
        a
        party hereto shall be legal and binding on such party. Although this Agreement
        is dated as of the date first set forth above, the actual date of execution
        and
        delivery of this Agreement by each party is the date set forth below such
        party’s signature on the signature page hereof. Any reference in this Agreement
        or in any of the documents executed and delivered by the parties hereto in
        connection herewith to (1) the date of execution and delivery of this Agreement
        by the Holder shall be deemed a reference to the date set forth below the
        Holder’s signature on the signature page hereof, (2) the date of execution and
        delivery of this Agreement by the Company shall be deemed a reference to
        the
        date set forth below the Company’s signature on the signature page hereof and
        (3) the date of execution and delivery of this Agreement, or the date of
        execution and delivery of this Agreement by the Holder and the Company, shall
        be
        deemed a reference to the later of the dates set forth below the signatures
        of
        the parties on the signature page hereof.

       

      (f)  Entire
        Agreement; Benefit.

       

      This
        Agreement, the New Note Indenture and the New Notes and the other documents
        contemplated hereby and thereby constitute the entire agreement between the
        parties hereto with respect to the subject matter hereof and thereof and
        supersede all prior agreements and understandings, whether written or oral,
        between the parties hereto with respect to the subject matter hereof and
        thereof. There are no restrictions, promises, warranties, or undertakings,
        other
        than those set forth or referred to herein and therein. This Agreement and
        the
        terms and provisions hereof are for the sole benefit of only the Company,
        the
        Holder and their respective successors and permitted assigns and in no event
        shall the Holder have any liability to any stockholder or creditor of the
        Company or any other Person (other than the Company) in any way relating
        to or
        arising from this Agreement or the transactions contemplated
        hereby.

       

      (g)  Waiver.

       

      Failure
        of any party to exercise any right or remedy under this Agreement or otherwise,
        or delay by a party in exercising such right or remedy, or course of dealing
        between the parties, shall not operate as a waiver thereof or an amendment
        hereof, nor shall any single or partial exercise of any such right or power,
        or
        any abandonment or discontinuance of steps to enforce such a right or power,
        preclude any other or further exercise thereof or exercise of any other right
        or
        power.

       

      (h)  Amendment.

       

      No
        amendment, modification, waiver, discharge or termination of any provision
        of
        this Agreement nor consent to any departure by the Holder or the Company
        therefrom shall in any event be effective unless the same shall be in writing
        and signed by the party to be charged with enforcement, and then shall be
        effective only in the specific instance and for the purpose for which given.
        No
        course of dealing between the parties hereto shall operate as an amendment
        of
        this Agreement.

       

      (i)  Best
        Efforts.

       

      Each
        of
        the parties shall use its best efforts timely to satisfy each of the conditions
        to the other party’s obligations set forth in Section 6 or 7, as the case may
        be, of this Agreement on or before the Closing Date.

       

      (j)  Further
        Assurances.

       

      Each
        party to this Agreement will perform any and all acts and execute any and
        all
        documents as may be necessary and proper under the circumstances in order
        to
        accomplish the intents and purposes of this Agreement and to carry out its
        provisions.

       

      (k)  Expenses.

       

      The
        Company and the Holder shall each be responsible for its own expenses
        (including, without limitation, the legal fees and expenses of its counsel)
        incurred by them in connection with the negotiation and execution of, and
        closing under, this Agreement and of the transactions contemplated
        hereby.

       

      (l)  Termination.

       

      This
        Agreement may be terminated:

       

      (1)  By
        the
        Holder at or after the Closing Date if any condition set forth in Section
        7 has
        not been satisfied by the Closing Date (other than as a result of any failure
        on
        the part of the Holder to comply with or perform any covenant or obligation
        of
        the Holder set forth in this Agreement);

       

      (2)  By
        the
        Company at or after the Closing Date if any condition set forth in Section
        6 has
        not been satisfied by the Closing Date (other than as a result of any failure
        on
        the part of the Company to comply with or perform any covenant or obligation
        of
        the Company set forth in this Agreement); 

       

      (3)  By
        the
        Holder if the closing shall not have occurred on a Closing Date on or before
        December 30, 2005, other than solely by reason of a breach of this Agreement
        by
        the Holder; or

       

      (4)  By
        mutual
        consent of the Holder and the Company.

       

      If
        the
        Holder wishes to terminate this Agreement pursuant to Section 9(l)(1) or
        (3),
        the Holder shall deliver to the Company a written notice stating that the
        Holder
        is terminating this Agreement and setting forth a brief description of the
        basis
        on which the Holder is termination this Agreement. If the Company wishes
        to
        terminate this Agreement pursuant to Section 9(l)(2), the Company shall deliver
        to the Holder a written notice stating that the Company is terminating this
        Agreement and setting forth a brief description of the basis on which the
        Company is terminating this Agreement.

       

      If
        this
        Agreement is terminated pursuant to Section 9(l), this Agreement shall be
        of no
        further force or effect (and, except as provided in this paragraph, there
        shall
        be no liability or obligation hereunder on the part of any of the parties
        hereto
        or their respective officers, directors, stockholders or affiliates); provided,
        however, that Section 9, including without limitation, this Section 9(l),
        shall
        survive the termination of this Agreement and shall remain in full force
        and
        effect, and the termination of this Agreement shall not relieve any party
        from
        any liability for any willful breach of any representation, warranty or covenant
        contained in this Agreement

       

      (m)  Survival.

       

      The
        respective representations, warranties, covenants and agreements of the Company
        and the Holder contained in this Agreement and the documents delivered in
        connection with this Agreement shall survive the execution and delivery of
        this
        Agreement and the closing hereunder, and shall remain operative and in full
        force and effect regardless of any investigation made by or on behalf of
        the
        Holder or any Person controlling or acting on behalf of the Holder or by
        the
        Company or any Person controlling or acting on behalf of the
        Company.

       

      (n)  Public
        Statements, Press Releases, Etc.

       

      The
        Company and the Holder shall have the right to approve before issuance any
        press
        releases or any other public statements with respect to the transactions
        contemplated hereby; provided, however, that the Company shall be entitled,
        without the prior approval of the Holder, to make any press release or other
        public disclosure with respect to such transactions as is required by applicable
        law and regulations, including the 1934 Act and the rules and regulations
        promulgated thereunder.

       

      (o)  Construction.

       

      The
        language used in this Agreement will be deemed to be the language chosen
        by the
        parties to express their mutual intent, and no rules of strict construction
        will
        be applied against any party.

       

      [Signature
        Page Follows]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    
      IN
        WITNESS WHEREOF,
        the
        parties have caused this Agreement to be duly executed by their respective
        officers or other representatives thereunto duly authorized as of the date
        first
        set forth above and on the dates set forth below their respective
        signatures.

       

      EMCORE
        CORPORATION

       

      By: 
        /s/ Howard Brodie    

      Name:
        Howard Brodie

      Title: 
        Executive Vice President

      


      Address:

      


      145
        Belmont Drive

      Somerset,
        New Jersey 08873

      


      Facsimile
        No.: (732) 271-9686

      


      Date:    November
        10,
        2005

      


      


      ALEXANDRA
        GLOBAL MASTER

      FUND
        LTD.

      


      
        	 	
                By:

              	
                ALEXANDRA
                  INVESTMENT MANAGEMENT,
                  LLC,

              


      

       

      as
        Investment Advisor

       

      By: 
        /s/ M. Filimonov    

          Mikhail
        Filimonov

          Chairman
        and
        Chief Executive Officer

      


      Address:

      


      c/o
        Alexandra Investment Management,

      LLC

      767
        Third
        Avenue

      39th
        Floor

      New
        York,
        New York 10017

      


      Facsimile
        No.: (212) 301-1810

      


      Date:    November
        11, 2005

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      ANNEX
        I

       

      [LETTERHEAD
        - Law Offices of Brian W Pusch]

       

      November
        __, 2005

      


      Emcore
        Corporation

      145
        Belmont Drive

      Somerset,
        New Jersey 08873

      


      ALEXANDRA
        GLOBAL MASTER FUND LTD.

      Emcore
        Corporation  

      


       

      Ladies
        and Gentlemen:

      


      We
        are
        special counsel for Alexandra Global Master Fund Ltd., a British Virgin Islands
        international business company ("Alexandra"), in connection with the exchange
        of
        $14,425,000.00 aggregate principal amount of 5% Convertible Subordinate
        Debentures due May 15, 2006 (the “5% Debentures”) of Emcore Corporation, a New
        Jersey corporation (the “Company”), for $16,580,460.00 aggregate principal
        amount of 5% Senior Subordinated Convertible Notes due 2011 of the Company
        (the
“Notes”) pursuant to the terms of an Exchange Agreement, dated as of November
  ,
        2005,
        by and between the Company and Alexandra (the “Exchange Agreement”). The 5%
        Debentures are, and the Notes will be, convertible into shares of Common
        Stock,
        no par value per share, of the Company (the “Common Stock”).

       

      In
        connection with this opinion, we have examined the Exchange Agreement, the
        form
        of the 5% Debentures, the Indenture, dated as of May 7, 2001, between the
        Company and Wilmington Trust Company, as Trustee, relating to the 5% Debentures,
        the form of the Notes, the Indenture, dated as of November 14, 2005, between
        the
        Company and Deutsche Bank Trust Company, as Trustee, relating to the Notes
        (the
“Note Indenture”) and relied on originals or copies, certified or otherwise
        identified to our satisfaction, of such records, documents, agreements or
        other
        instruments of Alexandra, orders, rulings and certificates of public officials,
        officers and representatives of Alexandra and Alexandra Investment Management,
        LLC, a Delaware limited liability company (“AIM”) that serves as Alexandra’s
        investment adviser, and such other persons, have made such investigations
        of
        law, and have discussed with representatives of Alexandra and AIM such questions
        of fact, as we have deemed proper and necessary as a basis for the opinions
        hereinafter expressed. As to certain questions of fact we have relied, without
        independent verification, on information provided to us by Alexandra and
        AIM.

       

      We
        have
        assumed the genuineness of all signatures appearing on the documents furnished
        to or reviewed by us and we have also assumed that any person purporting
        to
        execute any document in a representative capacity is a duly authorized
        representative of the person for whom such person executed such document.
        We
        have also assumed, without verification, that the representations and warranties
        of Alexandra and the Company contained in the Exchange Agreement are true
        and
        correct.

       

      On
        the
        basis of the foregoing and in reliance thereon, we are of the opinion
        that:

       

      1.  For
        purposes of Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended
        (the “1933 Act”), Alexandra’s holding period for the 5% Debentures began on the
        later of the date the 5% Debentures were (i) issued by the Company or (ii)
        sold
        by an “affiliate” of the Company, as the term “affiliate” is defined for
        purposes of Rule 144;

       

      2.  After
        Alexandra exchanges the 5% Debentures for the Notes pursuant to the Exchange
        Agreement, Alexandra may tack its holding period of the 5% Debentures to
        its
        holding period of the Notes for purposes of Rule 144;

       

      3.  After
        any
        conversion of any of the Notes into shares (the “Conversions Shares”) of Common
        Stock in accordance with the terms of the Notes and the Note Indenture,
        Alexandra may tack its holding period of the Notes, determined as stated
        in our
        opinion in the immediately preceding paragraph 2, to its holding period of
        such
        Conversion Shares for purposes of Rule 144;

       

      4.  After
        any
        sale of any of the Notes by Alexandra to a person (a “Transferee”) who is not an
“affiliate” of the Company, as the term “affiliate” is defined for purposes of
        Rule 144, in a transaction not involving a public offering, such Transferee
        may
        tack Alexandra’s holding period of such Notes, determined as stated in our
        opinion in the preceding paragraph 2, to such Transferee’s holding period of
        such Notes for purposes of Rule 144;

       

      5.  After
        any
        conversion of such Notes by such Transferee into Conversion Shares in accordance
        with the terms of the Notes and the Note Indenture following a sale by Alexandra
        of such Notes to such Transferee in a transaction not involving a public
        offering, such Transferee may tack its holding period of the Notes, determined
        as stated in our opinion in the immediately preceding paragraph 4, to its
        holding period of such Conversion Shares for purposes of Rule 144;
        and

       

      6.  Alexandra
        may sell the Notes and the Conversion Shares without registration of the
        Notes
        or the Conversion Shares under the 1933 Act.

       

      We
        are
        admitted to practice in the State of New York and no opinion is expressed
        herein
        on any laws other than the federal laws of the United States. This opinion
        is
        rendered solely for the benefit of the Company, Alexandra and AIM and may
        not be
        relied upon for any other purpose or by any other person. 

       

      


      Very
        truly yours,

      


      


      


      Brian
        W.
        Pusch

      


      BWP:to

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      II

     

    [LETTERHEAD
      - Jenner & Block LLP]

     

    
      
         

        November
          [__], 2005

         

      

      
        Alexandra
          Global Master Fund Ltd.

        c/o
          Alexandra Investment Management, LLC

        767
          Third
          Avenue, 39th Floor

        New
          York,
          New York 10017


        Ladies
          and Gentlemen:

      

       

      We
        are
        issuing this letter in our capacity as special counsel for EMCORE Corporation
        (the “Company”) in response to the requirement of Section 7(f) of the Exchange
        Agreement dated November [__], 2005 (the “Exchange Agreement”) by and between
        the Company and Alexandra Global Master Fund Ltd (the “Holder”) relating to the
        exchange of the $14,425,000 aggregate principal amount of the Company’s
        outstanding Convertible Subordinated Notes due 2006 (the “Existing 2006 Notes”)
        for $16,580,460 aggregate principal amount of the Company’s newly issued
        Convertible Senior Subordinated Notes due 2011 (the “New 2011 Notes”). Every
        term which is defined or given a special meaning in the Exchange Agreement
        and
        which is not given a different meaning in this letter has the same meaning
        whenever it is used in this letter as the meaning it is given in the Exchange
        Agreement.

       

      In
        connection with the preparation of this letter, we have among other things
        read:

       

      (a)  the
        Indenture dated as of May 7, 2001 by and between the Company and Wilmington
        Trust Company as trustee;

       

      (b)  the
        Indenture (the “New 2011 Notes Indenture”), dated as of [_______], 2005 by and
        between the Company and Deutsche Bank Trust Company Americas as trustee (the
        “Trustee”);

       

      (c)  the
        Exchange Agreement;

       

      (d)  a
        specimen of the Existing 2006 Notes;

       

      (e)  a
        specimen of the New 2011 Notes;

       

      (f)  copy
        of
        the resolutions of the Board of Directors of the Company adopted on October
        [__], 2005; 

       

      (g)  a
        certificate of the Secretary of the Company dated the date hereof and delivered
        to us in connection with this opinion; and

       

      (h)  copies
        of
        all certificates and other documents delivered today in connection with the
        consummation of the Exchange Offer.

       

      Subject
        to the assumptions, qualifications and limitations which are identified in
        this
        letter, and subject to compliance by the Holder with its representations
        and
        warranties set forth in Section 3(c) of the Exchange Agreement and by the
        Company with its representations and warranties set forth in Section 4(l)
        of the
        Exchange Agreement, it is not necessary in connection with the sale and delivery
        of the New 2011 Notes to the Holder in the manner contemplated by the Exchange
        Agreement to register the New 2011 Notes under the Securities Act of 1933,
        as
        amended, it being understood that no opinion is expressed as to any subsequent
        resales of the New 2011 Notes.

       

       

      **********

       

      Except
        for the activities described in the immediately preceding section of this
        letter, we have not undertaken any investigation to determine the facts upon
        which the advice in this letter is based.

       

      We
        have
        assumed for purposes of this letter: each document we have reviewed for purposes
        of this letter is accurate and complete, each such document that is an original
        is authentic, each such document that is a copy conforms to an authentic
        original, and all signatures on each such document are genuine; that the
        Exchange Agreement and every other agreement we have examined for purposes
        of
        this letter constitutes a valid and binding obligation of each party to that
        document and that each such party has satisfied all legal requirements that
        are
        applicable to such party to the extent necessary to entitle such party to
        enforce such agreement (except that we make no such assumption with respect
        to
        the Company); and that you have acted in good faith and without notice of
        any
        fact which has caused you to reach any conclusion contrary to any of the
        advice
        provided in this letter. We have also made other assumptions which we believe
        to
        be appropriate for purposes of this letter.

       

      In
        preparing this letter we have relied without independent verification upon:
        (i)
        factual information represented to be true in the Exchange Agreement, in
        the
        other documents specifically identified at the beginning of this letter as
        having been read by us and in the certificates and other documents executed
        by
        the Company and delivered to you or to the Trustee under the New 2011 Notes
        Indenture; (ii) factual information provided to us by the Company or its
        representatives; and (iii) factual information we have obtained from such
        other
        sources as we have deemed reasonable. We have assumed that there has been
        no
        relevant change or development between the dates as of which the information
        cited in the preceding sentence was given and the date of this letter and
        that
        the information upon which we have relied is accurate and does not omit
        disclosures necessary to prevent such information from being misleading.
        

       

      We
        confirm that we do not have knowledge that has caused us to conclude that
        our
        reliance and assumptions cited in the two immediately preceding paragraphs
        are
        unwarranted. Whenever this letter provides advice about (or based upon) our
        knowledge of any particular information or about any information which has
        or
        has not come to our attention such advice is based entirely on the conscious
        awareness at the time this letter is delivered on the date it bears by the
        lawyers with Jenner & Block LLP at that time who spent substantial time
        representing the Company in connection with the transactions contemplated
        by the
        Exchange Agreement.

       

      Our
        advice on every legal issue addressed in this letter is based exclusively
        on the
        federal laws of the United States that are, in our experience, generally
        applicable to transactions of the nature contemplated in the Exchange Agreement,
        and represents our opinion as to how that issue would be resolved were it
        to be
        considered by the highest court in the jurisdiction which enacted such law.
        Our
        opinions are limited to the specific issues addressed. None of the opinions
        or
        other advice contained in this letter considers or covers any foreign or
        state
        securities (or “blue sky”) laws or regulations. This letter does not cover any
        other laws, statutes, governmental rules or regulations or decisions which
        in
        our experience are not usually considered for or covered by opinions like
        those
        contained in this letter or are not generally applicable to transactions
        of the
        kind covered by the Exchange Agreement.

       

      This
        letter speaks as of the time of its delivery on the date it bears. We do
        not
        assume any obligation to provide you with any subsequent opinion or advice
        by
        reason of any fact about which we did not have knowledge at that time, by
        reason
        of any change subsequent to that time in any law, other governmental requirement
        or interpretation thereof covered by any of our opinions or advice, or for
        any
        other reason.

       

      This
        letter may be relied upon by the Holder only for the purpose served by the
        provision in the Exchange Agreement cited in the initial paragraph of this
        letter in response to which it has been delivered. Without our written consent:
        (i) no person other than the Holder may rely on this letter for any purpose;
        (ii) this letter may not be cited or quoted in any financial statement,
        prospectus, private placement memorandum or other similar document; (iii)
        this
        letter may not be cited or quoted in any other document or communication
        which
        could encourage reliance upon this letter by any person or for any purpose
        excluded by the restrictions in this paragraph; and (iv) copies of this letter
        may not be furnished to anyone for purposes of encouraging such reliance.
        

       

      Sincerely,

      


      


      Jenner
        & Block LLP

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      III


    
       

      [EMCORE
        Corporation Letterhead]

       

      November
        [__], 2005


      


      Alexandra
        Global Master Fund Ltd.

      c/o
        Alexandra Investment Management, LLC

      767
        Third
        Avenue, 39th Floor

      New
        York,
        New York 10017

       

      Ladies
        and Gentlemen:

       

      I
        am
        issuing this letter in my capacity as Vice President and General Counsel
        of
        EMCORE Corporation (the “Company”) in response to the requirement of Section
        7(f) of the Exchange Agreement dated [__________], 2005 (the “Exchange
        Agreement”) by and between the Company and Alexandra Global Master Fund Ltd (the
“Holder”) relating to the exchange of the $14,425,000 aggregate principal amount
        of the Company’s outstanding Convertible Subordinated Notes due 2006 (the
“Existing 2006 Notes”) held by the Holder for $16,580,460 aggregate principal
        amount of the Company’s newly issued Convertible Senior Subordinated Notes due
        2011 (the “New 2011 Notes”). Every term which is defined or given a special
        meaning in the Exchange Agreement and which is not given a different meaning
        in
        this letter has the same meaning whenever it is used in this letter as the
        meaning it is given in the Exchange Agreement.

       

      In
        connection with the preparation of this letter, I or others under my supervision
        have among other things read:

       

      (a)  the
        Indenture (the “New2011 Notes Indenture”), dated as of [_______], 2005 by and
        between the Company and Deutsche Bank Trust Company Americas as trustee (the
        “Trustee”);

       

      (b)  the
        Exchange Agreement;

       

      (c)  a
        specimen of the New 2011 Notes;

       

      (d)  copy
        of
        the resolutions of the Board of Directors of the Company adopted on October
        [__], 2005; 

       

      (e)  a
        copy of
        the restated certificate of incorporation of the Company certified as of
        a
        recent date by the Secretary of State of New Jersey;

       

      (f)  a
        copy of
        the by-laws of the Company; and

       

      (g)  copies
        of
        all certificates and other documents delivered today in connection with the
        consummation of the Exchange Offer.

       

      Subject
        to the assumptions, qualifications and limitations which are identified in
        this
        letter, it is my opinion that:

       

       

      (i) The
        Company has been duly organized and is validly existing as a corporation
        in good
        standing under the laws of the State of New Jersey; 

       

      (ii) The
        Conversion Shares have been duly and validly authorized and reserved for
        issuance upon conversion of the New Notes by all necessary corporate action
        and
        are free of preemptive rights; all Conversion Shares, when so issued and
        delivered upon such conversion in accordance with the terms of the New 2011
        Notes Indenture, will be duly and validly authorized and issued, fully paid
        and
        nonassessable; 

       

      (iii) The
        execution, delivery and performance of the Exchange Agreement and the New
        2011
        Notes Indenture and the issuance of the New Notes and the Conversion Shares
        and
        the consummation of the transactions contemplated thereby do not result in
        any
        violation of the provisions of the certificate of incorporation or bylaws
        of the
        Company or any statute or any order, rule or regulation known to us of any
        court
        or governmental agency or body having jurisdiction over the Company or any
        of
        the properties or assets of the Company; and, except as may be required by
        the
        securities or “blue sky” laws of any state of the United States in connection
        with the issuance of the New Notes, no consent, approval, authorization or
        order
        of, or filing or registration with, any such court or governmental agency
        or
        body is required for the execution, delivery and performance of the Exchange
        Agreement and the New Note Indenture by the Company and the issuance of the
        New
        Notes and the Conversion Shares and the consummation of the transactions
        contemplated thereby; 

       

      (iv) The
        Company has all necessary corporate power and authority to execute and deliver
        each of the Transaction Documents to which it is a party and to perform its
        obligations thereunder and to issue and deliver the New Notes and the Conversion
        Shares to the Holder;

       

      (v) The
        Exchange Agreement has been duly authorized, executed and delivered by the
        Company;

       

      (vi) The
        New
        2011 Notes Indenture has been duly authorized, executed and delivered by
        the
        Company and, assuming due authorization, execution and delivery thereof by
        the
        Trustee, constitutes a legally valid and binding agreement of the Company
        enforceable against the Company in accordance with its terms, subject to
        the
        effect of any bankruptcy, insolvency, reorganization, moratorium or other
        similar laws now or hereafter in effect relating to or affecting creditors’
rights generally and general principles of equity, regardless of whether
        such
        enforceability is considered in a proceeding in equity or at law;
        and

       

      (vii) The
        New
        Notes have been duly authorized by the Company and when executed, issued
        and
        authenticated in accordance with terms of the New 2011 Notes Indenture and
        delivered to the Holder in exchange for the Existing Notes, will constitute
        legally valid and binding obligations of the Company, entitled to the benefits
        of the Indenture and enforceable against the Company in accordance with their
        terms, subject to the effect of any bankruptcy, insolvency, reorganization,
        moratorium or other similar laws now or hereafter in effect relating to or
        affecting creditors’ rights generally and general principles of equity,
        regardless of whether such enforceability is considered in a proceeding in
        equity or at law

       

      *********

       

      Except
        for the activities described in the immediately preceding section of this
        letter, I have not undertaken any investigation to determine the facts upon
        which the advice in this letter is based.

       

      I
        have
        assumed for purposes of this letter: each document I have reviewed for purposes
        of this letter is accurate and complete, each such document that is an original
        is authentic, each such document that is a copy conforms to an authentic
        original, and all signatures on each such document are genuine; and that
        you
        have acted in good faith and without notice of any fact which has caused
        you to
        reach any conclusion contrary to any of the advice provided in this letter.
        I
        have also made other assumptions which I believe to be appropriate for purposes
        of this letter.

       

      I
        confirm
        that I do not have knowledge that has caused me to conclude that my reliance
        and
        assumptions cited in the immediately preceding paragraph are unwarranted.
        Whenever this letter provides advice about (or based upon) my knowledge of
        any
        particular information or about any information which has or has not come
        to my
        attention such advice is based entirely on the conscious awareness at the
        time
        this letter is delivered on the date it bears.

       

      My
        advice
        on every legal issue addressed in this letter is based exclusively on the
        federal securities laws of the United States of America, and the laws of
        the
        State of New York and the New Jersey Business Corporation Act. My opinion
        is
        limited to the specific issues addressed. Neither the opinion nor other advice
        contained in this letter considers or covers any foreign or state securities
        (or
“blue sky”) laws or regulations. This letter does not cover any other laws,
        statutes, governmental rules or regulations or decisions which in my experience
        are not usually considered for or covered by opinions like those contained
        in
        this letter or are not generally applicable to transactions of the kind covered
        by the Exchange Agreement.

       

      This
        letter speaks as of the time of its delivery on the date it bears. I do not
        assume any obligation to provide you with any subsequent opinion or advice
        by
        reason of any fact about which I did not have knowledge at that time, by
        reason
        of any change subsequent to that time in any law, other governmental requirement
        or interpretation thereof covered by any of my opinions or advice, or for
        any
        other reason.

       

      This
        letter may be relied upon by the Holder only for the purpose served by the
        provision in the Exchange Agreement cited in the initial paragraph of this
        letter in response to which it has been delivered. Without my written consent:
        (i) no person other than the Holder may rely on this letter for any purpose;
        (ii) this letter may not be cited or quoted in any financial statement,
        prospectus, private placement memorandum or other similar document; (iii)
        this
        letter may not be cited or quoted in any other document or communication
        which
        could encourage reliance upon this letter by any person or for any purpose
        excluded by the restrictions in this paragraph; and (iv) copies of this letter
        may not be furnished to anyone for purposes of encouraging such reliance;
        provided, however, that this opinion may be relied upon by Deutsche Bank
        Trust
        Company Americas in its capacity as Trustee under the New 2011 Notes Indenture.
        

      
 

      Sincerely,

      


      


      Howard
        W.
        Brodie, Esq.