OCLARO, INC.
By: /s/ Pete Mangan
Name:
Pete Mangan
Title:
CFO
U.S. Bank National Association
as Trustee
By: /s/ Paula Oswald
Name: Paula Oswald
Title:
Vice President
SCHEDULE A
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EXHIBIT A
[FORM OF RESTRICTED STOCK LEGEND]
THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE
OFFERED, RESOLD, OR OTHERWISE TRANSFERRED, EXCEPT:
(A) TO OCLARO, INC. (THE "COMPANY") OR ANY SUBSIDIARY THEREOF;
(B) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS
EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER;
(C) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; OR
(D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF
AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).
THE "RESALE RESTRICTION TERMINATION DATE" MEANS THE LATEST OF: (1) THE DATE THAT
IS ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE COMPANY'S 6.00%
CONVERTIBLE SENIOR NOTES DUE 2020 (THE "NOTES") (INCLUDING THE LAST DATE OF
ISSUANCE OF ADDITIONAL NOTES PURSUANT TO THE EXERCISE OF THE INITIAL PURCHASER'S
OPTION TO PURCHASE ADDITIONAL NOTES) OR SUCH SHORTER PERIOD OF TIME PERMITTED BY
RULE 144 OR ANY SUCCESSOR PROVISION THERETO; (2) THE DATE ON WHICH THE COMPANY
HAS INSTRUCTED THE TRUSTEE FOR THE NOTES THAT THE SUBSTANTIALLY SIMILAR
RESTRICTIONS APPLICABLE TO THE NOTES WILL NO LONGER APPLY IN ACCORDANCE WITH THE
PROCEDURES DESCRIBED IN THE INDENTURE GOVERNING THE NOTES AND (3) SUCH LATER
DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW.
WITH RESPECT TO ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D), PRIOR TO THE
RESALE RESTRICTION TERMINATION DATE, THE COMPANY AND THE COMPANY'S TRANSFER
AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND MAY RELY UPON
TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.
EXHIBIT B
[FORM OF FREE TRANSFERABILITY CERTIFICATE]
Officer's Certificate
[NAME OF OFFICER], the [TITLE] of Oclaro, Inc., a Delaware corporation (the
"Company") and [NAME OF OFFICER], the [TITLE] of the Company do hereby certify,
in connection with the sale of $65,000,000 of the Company's 6.00% Convertible
Senior Notes due 2020 (the "Notes") pursuant to the terms of the Indenture,
dated as of February 19, 2015 (as may be amended or supplemented from time to
time, the "Indenture"), by and among the Company and U.S. Bank National
Association (the "Trustee"), that:
1.
The undersigned are permitted to sign this "Officer's Certificate" on
behalf of the Company, as the term "Officer's Certificate" is defined in the
Indenture.
2.
The undersigned have read, and thoroughly examined, the Indenture and the
definitions