Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d).

Exchange Procedures. Promptly after the Effective Time, Avanex Parent ------------------- shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock Stock, whose shares were converted into the right to receive shares of Avanex Parent Common Stock pursuant to Section 1.5, (and cash in lieu of any fractional shares shares) pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, Stock (and cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(dshares), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by thereto, the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), and payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) 1.6 and any dividends or other distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) 1.6 and any dividends or other distributions payable pursuant to Section 1.6(d1.7(d).

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- and in any event within 10 business days after the Effective Time, Thermo Electron shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink Fisher Common Stock whose shares were converted (the "Certificates"), which at the Effective Time ▇▇▇▇ ▇onverted into shares of Avanex Common Stock the right to receive the Merger Consideration pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)2.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Avanex may substance reasonably specify), satisfactory to Thermo Electron and Fisher) and (ii) instructions for use in effecting the surrender of the Certificates th▇ ▇▇▇▇ificates in exchange for certificates representing whole shares of Avanex Thermo Electron Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g2.1(f) and any dividends or other distributions payable pursuant to Section 1.6(d2.2(c), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required by the Exchange Agent, each the holder of a Certificate such Certificates shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Avanex Thermo Electron Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulationrequested), payment by cash or check in lieu of fractional shares which such holder has the right is entitled to receive pursuant to Section 1.5(g2.1(f) and any dividends or distributions payable pursuant to Section 1.6(d2.2(c), and the Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Fisher Common Stock which is not registered in the transfer records of ▇▇▇▇▇r, a certificate representing the proper number of shares of Ther▇▇ ▇▇▇ctron Common Stock may be issued to a Person (as defined in Section 8.3(l)) other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other Taxes (as defined in Section 3.1(j)(xi)) required by reason of the issuance of shares of Thermo Electron Common Stock to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Thermo Electron that such Tax has been paid or is not applicable. Until so surrenderedsurrendered as contemplated by this Section 2.2(b), outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and represent only the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) Merger Consideration (and any dividends amounts to be paid pursuant to Section 2.1(f) or distributions Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 1.6(d2.1(f) or Section 2.2(c).

Exchange Procedures. Promptly Within ten (10) days after the Effective TimeDate, Avanex ------------------- shall cause the Exchange Agent to shall mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink Common Company Capital Stock (the "Certificates") whose shares were are being converted into shares of Avanex Common Stock the Merger Consideration pursuant to Section 1.5, cash 3.1 hereof (less any shares held in lieu of any fractional shares escrow pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d3.8 hereof), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Avanex Parent may reasonably specify), including appropriate investment representations)(the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole the Merger Consideration (less any shares of Avanex Common Stock, cash held in lieu of any fractional shares escrow pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d3.8 hereof), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittaltransmittal and a Stockholder Certificate in the form of Exhibit E, duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holderless any shares held in escrow pursuant to Section 3.8 hereof) to which such the holder of Company Common Stock is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d), and the Certificates 3.1 hereof. The Certificate so surrendered shall forthwith be canceled. Until so surrendered, No interest will accrue or be paid to the holder of any outstanding Certificates will be deemed from Company Common Stock. From and after the Effective TimeDate, until surrendered as contemplated by this Section 3.6, each Certificate shall be deemed for all corporate purposes, purposes to evidence the ownership of, the number of whole shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), and into which the right to receive an amount shares of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)Company Common Stock represented by such Certificate have been converted.

Exchange Procedures. Promptly after Prior to the Effective TimeClosing Date, Avanex ------------------- Parent shall cause the Exchange Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) Stockholder and any dividends or other distributions pursuant to Section 1.6(d), (i) each Warrantholder a letter of transmittal (which shall specify that delivery shall be effectedthe “Letter of Transmittal”) in the form attached hereto as Annex I. Following the consummation of the Merger and upon (x) in the case of Company Stock Certificate(s) or a Company Warrant(s), and risk surrender of, as applicable, a Company Stock Certificate(s) or a Company Warrant(s) (collectively, the “Certificates”) (or affidavits of loss and title in accordance with Section 1.8(b) in lieu thereof) for cancellation or (y) in the case of Book Entry Shares, surrender of such Book Entry Shares in accordance with the procedures set forth in the Letter of Transmittal, in each case to the Certificates shall passPaying Agent, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, a duly completed and validly executed in accordance with Letter of Transmittal, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate such Certificate(s) or Book Entry Share(s) shall be entitled to receive in exchange therefor certificates representing therefor, the number amount of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) cash to which such holder is entitled pursuant to Section 1.5(a1.6(b) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d), and as applicable, for (i) each share of Company Capital Stock formerly represented by such Certificate(s) or such Book Entry Share(s) or (ii) each Company Warrant represented by such Certificate(s), and, in each case, the Certificates Certificate(s) or Book Entry Share(s) so surrendered shall forthwith be canceledcancelled. Parent shall cause the Paying Agent to pay, by wire transfer of immediately available funds, to the holder of each such Certificate(s) (or affidavits of loss in accordance with Section 1.8(b) in lieu thereof) or Book Entry Share(s), (A) within two Business Days after the later to occur of (1) the Closing and (2) the Paying Agent’s receipt of such Certificate(s) (or affidavits of loss in accordance with Section 1.8(b) in lieu thereof) or such Book Entry Share(s), the portion of the Aggregate Stockholder Closing Proceeds or Aggregate Warrant Closing Proceeds, as applicable, to which such holder is entitled pursuant to Section 1.6(b) or Section 1.6(d), as applicable, and (B) within two Business Days after the later to occur of (1) the determination of the Final Merger Consideration pursuant to Section 1.9 and (2) the Paying Agent’s receipt of such Certificate(s) (or affidavits of loss in accordance with Section 1.8(b) in lieu thereof) or such Book Entry Share(s), the portion of the sum of (I) the Positive Adjustment (if any), (II) the Remaining Adjustment Escrow Fund (if any) and (III) the Remaining Seller Representative Escrow Fund (if any), in each case to which such holder is entitled pursuant to Section 1.6(b); provided, that Parent shall use commercially reasonable efforts to cause the Paying Agent to pay to each holder of Certificate(s) who delivers such Certificate(s) (or affidavits of loss in accordance with Section 1.8(b) in lieu thereof) or Book Entry Share(s) and a fully completed and signed Letter of Transmittal to the Paying Agent prior to the Closing Date, such holder’s portion of the Aggregate Stockholder Closing Proceeds or Aggregate Warrant Closing Proceeds pursuant to Section 1.6(b) or Section 1.6(d), as applicable, on the Closing Date. Until so surrendered, each outstanding Certificates Certificate or Book Entry Share will be deemed from and after the Effective Time, for all corporate purposes, purposes to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and only the right to receive an the amount of cash in lieu into which such shares of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends Company Capital Stock or distributions payable pursuant to Section 1.6(d)Company Warrant, as applicable, shall be so exchanged.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Avanex ------------------- shall cause Adamis or the Exchange Agent to will mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common DMK Capital Stock whose shares were would be converted into the right to receive shares of Avanex Common Stock the Merger Consideration pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), 1.6(a): (i) a letter of transmittal in customary form mutually agreeable to DMK and Adamis; (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have ii) such other provisions customary documents as Avanex may reasonably specify), be required pursuant to such instructions; and (iiiii) instructions for use in effecting the surrender of the Certificates DMK Capital Stock in exchange for certificates representing whole shares of Avanex Common Stock, cash Adamis constituting Merger Consideration (or evidence of shares in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends uncertificated or other distributions pursuant to Section 1.6(dbook-entry form), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates DMK Capital Stock for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAgent, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by thereto, the Exchange Agent, each holder of a Certificate such DMK Capital Stock shall be entitled to receive in exchange therefor certificates therefor, (x) a certificate (or evidence of shares in uncertificated or book-entry form) representing the number of whole shares of Avanex Exchange Shares into which the DMK Common Stock represented thereby shall have been converted into the right to receive as of the Effective Time, (after taking into account all Certificates surrendered by such holdery) any dividends or other distributions to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation1.10(d), payment and (z) cash in lieu respect of any fractional shares which such holder has the right to receive pursuant to as provided in Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d1.6(e), and the Certificates DMK Capital Stock so surrendered shall forthwith be canceled. Until so surrendered, each such outstanding Certificates share of DMK Capital Stock will be deemed from and after the Effective Time, for all corporate purposespurposes other than the payment of dividends, to evidence the ownership of, of the number of whole full Exchange Shares into which such shares of Avanex Common DMK Capital Stock issuable pursuant to Section 1.5(a), shall have been so converted and the right to receive an amount of cash in lieu of the issuance of any fractional shares. If any DMK Stock Certificate shall have been lost, stolen or destroyed, A▇▇▇▇▇ may, in its discretion and as a condition precedent to the issuance of any certificate (or evidence of shares in accordance uncertificated or book-entry form) representing Merger Consideration, require the owner of such lost, stolen or destroyed DMK Stock Certificate to provide a reasonable affidavit as indemnity against any claim that may be made against the Exchange Agent, A▇▇▇▇▇ or the Surviving Corporation with Section 1.5(g) and any dividends or distributions payable pursuant respect to Section 1.6(d)such DMK Stock Certificate.

Exchange Procedures. Promptly after the Effective TimeTime (and in any event within three (3) Business Days thereof), Avanex ------------------- the Parent shall cause the Exchange Agent to mail to each holder of record of Shares (as other than holders of the Effective TimeExcluded Shares) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Avanex Parent and the Company may reasonably specify)agree, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange AgentMerger Consideration. Upon surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holderrounded down to the nearest whole share) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to the provisions of this Article IV (after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.5(g) 4.2(e), and any dividends or other distributions to which such holder is entitled pursuant to Section 4.2(c). No interest will be paid or will accrue on any cash payable pursuant to Section 1.6(d4.2(c) or 4.2(e), and . The Exchange Agent shall forthwith cancel the Certificates so surrendered shall forthwith surrendered. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and a check for any factional shares to be canceled. Until so surrenderedexchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, outstanding Certificates will be deemed from and after the Effective Time, for accompanied by all corporate purposes, documents required to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant and effect such transfer and to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of evidence that any fractional shares in accordance with Section 1.5(g) and any dividends applicable stock transfer taxes have been paid or distributions payable pursuant to Section 1.6(d)are not applicable.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime (and in any event within three (3) Business Days thereof), Avanex ------------------- Acquiror shall cause instruct the Exchange Agent to mail (and shall make available for collection by hand) to each holder of record (as of certificates or instruments evidencing the Effective Time) of a certificate or certificates (the "Certificates") Company Common Stock and Company Options and Company Restricted Stock Units that were outstanding immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares (collectively, the “Certificates”) and which were converted into shares of Avanex Common Stock the right to receive cash pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d2.1(b), (i) a letter of transmittal (which in customary form, that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent (provided that Acquiror will provide the Company with a reasonable opportunity to review and shall be in such form and have such other provisions as Avanex may reasonably specifycomment thereon), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares cash, (which instructions shall provide that, at the election of Avanex Common Stockthe surrendering holder, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)Certificates may be surrendered, and (iii) such other documents as may reasonably be required a check in exchange therefor collected, by the Exchange Agenthand delivery). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required by the Exchange AgentAgent (including any required Form W-9 or Form W-8), each holder the holders of a Certificate such Certificates shall be entitled to receive in exchange therefor certificates representing a check or wire transfer (at the number election of whole shares the holder thereof) in the amount of Avanex Common Stock (after taking into account all Certificates surrendered by U.S. dollars that such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d2.1(b), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and only the right to receive an upon surrender thereof a check or wire transfer (at the election of the holder thereof) in the amount of cash in lieu of U.S. dollars that the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable holders thereof have the right to receive pursuant to Section 1.6(d2.1(b). No interest will be paid or accrued on any cash payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a check or wire transfer (at the election of the transferee) in the amount of U.S. dollars that the holder thereof has the right to receive pursuant to Section 2.1(b) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid.

Exchange Procedures. Promptly (i) As promptly as practicable after the Effective Time, Avanex ------------------- shall and in any event not later than the fifth Business Day after the Effective Time, Parent will cause the Exchange Agent to mail to each Person who was, at the Effective Time, a holder of record (as of Shares entitled to receive the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock Merger Consideration pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), 1.5(a): (iA) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which shall specify including a provision confirming that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be or, in such form and have such other provisions as Avanex may reasonably specifythe case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (iiB) instructions for use in effecting the surrender of the such holder’s Certificates in exchange for certificates representing whole shares and Book-Entry Shares pursuant to such letter of Avanex Common Stock, cash in lieu transmittal. Exchange of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably Book-Entry Shares will be required by effected in accordance with the Exchange Agent. ’s customary procedures with respect to securities represented by book entry. (ii) Upon surrender of Certificates for cancellation a Certificate or Book-Entry Share to the Exchange Agent or to such other agent or agents as may be appointed by Avanexfor exchange, together with such a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto transmittal and such other documents as may be reasonably be required by the Exchange AgentAgent or Parent, each (A) the holder of a Certificate shall such Shares will be entitled to receive in exchange therefor certificates representing (1) cash in the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) amount equal to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which the Cash Consideration that such holder has the right to receive pursuant to Section 1.5(g1.5(a) and any dividends or distributions payable pursuant to Section 1.6(d)this ARTICLE II, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of, (2) a certificate representing the number of whole shares of Avanex Parent Common Stock issuable (or uncertificated shares of Parent Common Stock represented by a book entry) representing the Stock Consideration that such holder has the right to receive pursuant to Section 1.5(a) and this ARTICLE II after applying the Exchange Ratio, (3) cash in lieu of any fractional shares of Parent Common Stock such holder is entitled to receive pursuant to Section 2.1(e) and (4) any dividends or other distributions such holder is entitled to receive pursuant to Section 2.1(c); and (B) the Certificates or Book-Entry Shares so surrendered will forthwith be cancelled. Until surrendered as contemplated by Section 1.5(a) and this Section 2.1, and each Certificate or Book-Entry Share will be deemed at all times after the Effective Time to represent only the right to receive an amount of upon such surrender, in each case, without interest, the Merger Consideration, cash in lieu of the issuance of any fractional shares in accordance with of Parent Common Stock the holder of such Certificate or Book-Entry Share is entitled to receive pursuant to Section 1.5(g2.1(e) and any dividends or other distributions payable such holder is entitled to receive pursuant to Section 1.6(d2.1(c).

Exchange Procedures. Promptly (i) As soon as reasonably practicable after the Effective TimeTime (but in no event later than five (5) Business Days thereafter), Avanex ------------------- Parent shall cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record (of one or more Company Certificates as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)Time, (i1) a letter of transmittal (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, pass only upon proper delivery of the Company Certificates (or affidavits of loss in lieu thereof), to the Exchange Agent Agent, and which Letter of Transmittal shall be in such form and have such other provisions as Avanex Parent may reasonably specify), and (ii2) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates or, at Parent’s option, evidence of shares in book-entry form representing whole the shares of Avanex Parent Common Stock, cash in lieu of any fractional shares Stock issuable pursuant to Section 1.5(g2.1(a) and or Parent Series A Preferred Stock, issuable pursuant to Section 2.1(c), together with any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 1.6(d2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock pursuant to and in accordance with Section 2.2(e), and . (iiiii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Company Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAgent, together with such letter a Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required by the Exchange Agent, each the holder of a such Company Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered formerly represented by such holderCompany Certificate pursuant to the provisions of this Article II, plus any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 2.2(c) to which and any cash such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment receive in lieu of fractional shares which of Parent Common Stock that such holder has the right to receive pursuant to and in accordance with Section 1.5(g2.2(e), to be mailed, made available for collection by hand or delivered by wire transfer, within five (5) and any dividends Business Days following the later to occur of (A) the Effective Time or distributions payable pursuant to Section 1.6(d(B) the Exchange Agent’s receipt of such Company Certificate (or affidavit of loss in lieu thereof), and the Certificates Company Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith be canceled. The Exchange Agent shall accept such Company Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until so surrenderedsurrendered as contemplated by this Section 2.2(b), outstanding Certificates will each Company Certificate shall be deemed from and deemed, at any time after the Effective Time, for all corporate purposesto represent only the right to receive, to evidence the ownership ofupon such surrender, the consideration as expressly set forth in this Article II. (iii) As promptly as practicable following the Effective Time (but in no event later than five (5) Business Days thereafter), Parent shall cause the Exchange Agent: (A) to issue to each holder of Company Book-Entry Securities as of immediately prior to the Effective Time that number of uncertificated whole shares of Avanex Parent Common Stock issuable or Parent Series A Preferred Stock, as applicable, that such holder is entitled to receive in respect of such Company Book-Entry Securities pursuant to this Article II; and (B) subject to Section 1.5(a2.2(h), to issue and deliver to each holder of Company Book-Entry Shares a check or wire transfer of any amounts that such holder has the right to receive an amount in respect of cash in lieu dividends or other distributions on shares of the issuance of any fractional shares Parent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 1.5(g2.2(c) and any dividends or distributions payable cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to and in accordance with Section 1.6(d2.2(e). (iv) In the event of a transfer of ownership of shares of Company Common Stock or Company Series A Preferred Stock that is not registered in the transfer records of the Company, it shall be a condition of payment that any Company Certificate surrendered in accordance with the procedures set forth in this Section 2.2 shall be properly endorsed or shall be otherwise in proper form for transfer, or any Company Book-Entry Securities shall be properly transferred, and that the Person requesting such payment shall have paid any transfer or similar Tax required by reason of the payment of the consideration to a Person other than the registered holder of the Company Certificate surrendered or Company Book-Entry Securities properly transferred, or shall have established to the satisfaction of Parent that such Tax either has been paid or is not applicable. No interest shall be paid or accrued for the benefit of (A) holders of the Company Certificate on the consideration otherwise payable upon the surrender of the Company Certificate pursuant to this Article II or (B) Company Book-Entry Securities on the consideration otherwise payable in respect of such shares pursuant to this Article II.

Exchange Procedures. At or prior to the Effective Time Parent shall deposit with the Exchange Agent (as defined below), in trust for the benefit of the holders of Company Shares, certificates representing shares of Parent Common Stock issuable pursuant to Section 4.1(a), and an amount of cash sufficient to pay cash in lieu of fractional shares in accordance with Section 4.2(d). Parent shall make sufficient funds available to the Exchange Agent from time to time as needed to pay cash in respect of dividends or other distributions in accordance with Section 4.2(b). Promptly after the Effective Time, Avanex ------------------- but in no event later than three business days following the Closing Date, the Surviving Corporation shall cause an exchange agent (the "Exchange Agent Agent"), selected by Parent with the Company's prior approval, which shall not be unreasonably withheld, to mail to each holder of record (as of the Effective Time) Time of a certificate or certificates Certificate in respect of Company Shares (the "Certificates"other than holders of a Certificate in respect of Excluded Company Shares) that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify specifying that delivery of the Certificates shall be effected, and that risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss and indemnity undertakings or indemnity bonds, as the case may be, in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Avanex Parent and the Company may reasonably specify)agree, and (ii) instructions for use in effecting the surrender of exchanging the Certificates in exchange for (A) certificates representing whole shares of Avanex Parent Common Stock, Stock and (B) any cash in lieu of any fractional shares pursuant to determined in accordance with Section 1.5(g4.2(d) plus any cash dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article IV. Subject to Section 1.6(d4.2(g), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates (x) a certificate representing the that number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which that such holder is entitled to receive pursuant to this Section 1.5(a4.2, and (y) a check in the amount (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise after giving effect to any required by applicable law rule or regulation), payment tax withholdings) of (A) any cash in lieu of fractional shares which determined in accordance with Section 4.2(d) plus (B) any cash dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d), and the Certificates 4.2. The Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates No interest will be deemed from and after paid or accrued on any amount payable upon due surrender of any Certificate. In the event of a transfer of ownership of Company Shares that occurred prior to the Effective Time, for all corporate purposesbut is not registered in the transfer records of the Company, to evidence a certificate representing the ownership of, the proper number of whole shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a)Stock, and the right to receive an amount of together with a check for any cash in lieu of fractional shares to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of any fractional certificates for shares of Parent Common Stock in accordance with Section 1.5(g) and any dividends a name other than that of the registered holder of the Certificate surrendered, or distributions payable pursuant shall establish to Section 1.6(d)the satisfaction of Parent or the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. (a) Promptly after the Effective Time, Avanex ------------------- and in any event not later than the third Business Day following the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Avanex Parent may reasonably specify), specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) in exchange for certificates representing whole shares of Avanex Common Stockthe Merger Consideration, any cash in lieu of any fractional shares of Parent Common Stock to be issued or paid in consideration therefor pursuant to Section 1.5(g) 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent2.3. Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required by the Exchange Agent, each the holder of a such Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole (A) one or more shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book book-entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)requested) representing, payment in lieu the aggregate, the whole number of fractional shares which that such holder has the right to receive pursuant to Section 1.5(g1.8 (after taking into account all shares of Company Common Stock then held by such holder) and (B) cash in the amount equal to cash that such holder has the right to receive in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3 (in each case, after taking into account all shares of Company Common Stock then held by such holder). Notwithstanding anything contained in this Agreement to the contrary, no holders of Book-Entry Shares shall be required to deliver a Certificate or distributions an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Agreement. (b) No interest will be paid or will accrue on any cash payable pursuant to Section 1.6(d)2.3 or Section 2.5. (c) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of the Company, the Merger Consideration shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock is properly endorsed or otherwise in proper form for transfer and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu Person requesting such payment or issuance pays any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of any fractional shares in accordance with Section 1.5(g) and any dividends the Certificate or distributions payable pursuant establish to Section 1.6(d)the satisfaction of Parent that the Tax has been paid or is not applicable.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- and in no event later than five business days thereafter (unless otherwise agreed to by each of the parties in writing), the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate Certificate (other than the Company, the Parent, Merger Sub or certificates (the "Certificates"any Parent Subsidiary) that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of Certificates) to the Exchange Agent, in a form and with other customary provisions reasonably specified by the Parent and the Company, and (ii) instructions for surrendering the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex may reasonably specifyexchange for (A) an ADR representing the number of whole Parent ADSs pursuant to Section 2.2(f), (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares Parent ADSs, and (C) any unpaid dividends and other distributions (if any) pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d2.2(c), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a that Certificate shall be entitled to receive in exchange therefor certificates (1) an ADR representing the that number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such Parent ADSs that the holder is entitled pursuant to Section 1.5(areceive under this Article II, (2) a check in the amount (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise after giving effect to any required by applicable law rule or regulation), payment tax withholding) of (x) any cash in lieu of fractional shares which Parent ADSs plus (y) any unpaid dividends (other than stock dividends) and any other dividends or other distributions that such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(dunder the provisions of this Article II (if any), and the Certificates Certificate so surrendered shall forthwith immediately be canceled. Until so surrendered, outstanding Certificates No interest will be deemed from paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, an ADR representing the proper number of Parent ADSs, together with a check for any cash to be paid upon the surrender of the Certificate and after any other dividends or distributions (if any) in respect of those shares, may be issued or paid to such a transferee if the Effective TimeCertificate formerly representing such Shares of Company Common Stock is presented to the Exchange Agent, for accompanied by all corporate purposes, documents required to evidence and effect the ownership of, the number of whole transfer and to evidence that any applicable stock transfer taxes have been paid. If any ADRs for shares of Avanex Common Stock issuable pursuant Parent ADSs is to Section 1.5(a)be issued in a name other than that in which the surrendered Certificate is registered, and it shall be a condition of such exchange that the right to receive an amount of cash in lieu person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of any fractional certificates for shares of Parent Common Stock in accordance with Section 1.5(g) and any dividends a name other than that of the registered holder of the surrendered Certificate, or distributions payable pursuant shall establish to Section 1.6(d)the satisfaction of the Parent or the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- shall cause Upon surrender of a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to mail such instructions, the holder of such Certificate shall be entitled to each receive in exchange therefor (i) the number of shares of UTC Common Stock (which shall be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 3.1(a)(i), (ii) any dividends or other distributions payable pursuant to Section 3.2(d) and (iii) any cash in lieu of fractional shares of UTC Common Stock payable pursuant to Section 3.1(c), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith canceled. No holder of record (as of the Effective Time) of a certificate or certificates book-entry share (the "Certificates"a “Book-Entry Share”) that immediately prior to the Effective Time represented outstanding shares of Oplink Raytheon Common Stock whose shares were converted into shall be required to deliver a Certificate or letter of transmittal or surrender such Book-Entry Shares to the Exchange Agent, and in lieu thereof, each Book-Entry Share shall automatically upon the Effective Time be entitled to receive (x) the number of shares of Avanex UTC Common Stock (which shall be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Book-Entry Shares pursuant to Section 1.53.1(a)(i), (y) any dividends or other distributions payable pursuant to Section 3.2(d) and (z) any cash in lieu of any fractional shares of UTC Common Stock payable pursuant to Section 1.5(g3.1(c). Until surrendered, in the case of a Certificate, or paid for, in the case of a Book-Entry Share, in each case, as contemplated by this Section 3.2(c), each Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by this Section 3.2(c) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d3.2(d), and the . The Exchange Agent shall accept such Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of, the number (or affidavits of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and the right to receive an amount of cash loss in lieu of thereof) and make such payments and deliveries with respect to Book-Entry Shares upon compliance with such reasonable terms and conditions as the issuance of any fractional shares Exchange Agent may impose to effect an orderly exchange thereof in accordance with Section 1.5(g) and normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or any dividends or distributions cash payable pursuant to Section 1.6(d)hereunder.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Avanex ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that Certificate which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), Stock: (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent) and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agentletter of transmittal. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanexof a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required by pursuant to such instructions, the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates (A) a certificate representing the that number of whole shares of Avanex Parent Common Stock which such holder has the right to receive, if any, in respect of the Company Common Stock formerly represented by such Certificate (after taking into account all Certificates surrendered Company Common Stock then held by such holder), (B) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.5(a4.02(e) and (C) any dividends or other distributions to which shall be in uncertificated book entry form unless a physical certificate such holder is requested or is otherwise required by applicable law rule or regulationentitled pursuant to Section 4.02(c), payment and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder has the right to receive is entitled pursuant to Section 1.5(g4.02(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.6(d)4.02(c) may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and the Certificates so surrendered shall forthwith be canceledeffect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 4.02, outstanding Certificates will each Certificate shall be deemed from and at all times after the Effective Time, for all corporate purposes, Time to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and represent only the right to receive an amount upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of the issuance of any fractional shares in accordance with of Parent Common Stock to which such holder is entitled pursuant to Section 1.5(g4.02(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.6(d4.02(c).

Exchange Procedures. Promptly after the Effective Time, Avanex Parent ------------------- shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into shares of Avanex Parent Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)1.6, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holder has holders have the right to receive pursuant to Section 1.5(g1.7(e) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.7(e) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- TIBCO shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that ), which immediately prior to the Effective Time represented outstanding shares of Oplink Talarian Common Stock Stock, whose shares were converted into shares of Avanex Common Stock the Merger Consideration pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), 1.6 (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other customary provisions as Avanex TIBCO may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stockthe Merger Consideration, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(e) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexTIBCO, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor the Cash Consideration and certificates representing the number of whole shares of Avanex TIBCO Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)their shares of Talarian Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g1.6(e) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of, of the number of whole full shares of Avanex TIBCO Common Stock issuable pursuant to Section 1.5(a), into which such shares of Talarian Common Stock shall have been so converted and the right to receive the Cash Consideration and an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.6(e) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d).

Exchange Procedures. Promptly As soon as reasonably practical after the Effective Time, Avanex ------------------- and in any event within 5 business days after the Effective Time, Delta shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink Northwest Common Stock whose shares (the “Certificates”), which at the Effective Time were converted into shares of Avanex Common Stock the right to receive the Merger Consideration pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)2.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Avanex may substance reasonably specify), satisfactory to Delta and Northwest) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Delta Common StockStock in book-entry form, cash in lieu of any fractional shares pursuant to Section 1.5(g2.1(e) and any dividends or other distributions payable pursuant to Section 1.6(d2.2(c), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required by the Exchange Agent, each the holder of a Certificate such Certificates shall be entitled to receive in exchange therefor certificates representing the that number of whole shares of Avanex Delta Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) 2.1 (which shall be in uncertificated book book-entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulationform), payment by cash or check in lieu of fractional shares which such holder has the right is entitled to receive pursuant to Section 1.5(g2.1(e) and any dividends or distributions payable pursuant to Section 1.6(d2.2(c), and the Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Northwest Common Stock which is not registered in the transfer records of Northwest, the proper number of shares of Delta Common Stock in book-entry form may be issued to a Person (as defined in Section 8.3(p)) other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other Taxes (as defined in Section 3.1(j)) required by reason of the issuance of shares of Delta Common Stock to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Delta that such Tax has been paid or is not applicable. Until so surrenderedsurrendered as contemplated by this Section 2.2(b), outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and represent only the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) Merger Consideration (and any dividends amounts to be paid pursuant to Section 2.1(e) or distributions Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 1.6(d2.1(e) or Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES") that ), which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock Shares whose shares were converted into exchanged for shares of Avanex Parent Common Stock pursuant to Section 1.51.4, cash in lieu of any fractional shares pursuant to Section 1.5(g1.4(e) and any dividends or other distributions pursuant to Section 1.6(d1.4(d), subject to receipt of (i) a duly completed and validly executed letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g1.4(e) and any dividends or other distributions pursuant to Section 1.6(d1.4(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)their Company Common Shares were exchanged at the Effective Time, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g1.4(e) and any dividends or distributions payable pursuant to Section 1.6(d1.4(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.4(d) as to dividends and other distributions, to evidence only the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant into which such Company Common Shares are entitled to Section 1.5(a), be exchanged and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.4(e) and any dividends or distributions payable pursuant to Section 1.6(d1.4(d).

Exchange Procedures. Promptly (a) At or prior to the Effective Time, United shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates formerly representing shares of Premier Common Stock (“Old Certificates”), for exchange in accordance with this Article IV, (i) certificates representing shares of United Common Stock (“New Certificates”) and (ii) an amount of cash necessary to pay the cash portion of the Merger Consideration and any payments required by Section 2.02(b) (the “Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in connection with merger transactions. (b) As soon as practicable after the Effective Time, Avanex ------------------- shall cause and in no event later than five business days thereafter, the Exchange Agent to shall mail to each holder of record (as of the Effective Time) of one or more Old Certificates who has not previously submitted such Old Certificates with a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) properly completed Election Form a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent Agent) and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing whole shares New Certificates, if any, that the holders of Avanex Common Stockthe Old Certificates are entitled to receive pursuant to Article IV, and the cash, if any, that the holders of the Old Certificates are entitled to receive pursuant to Article IV, any cash in lieu of any fractional shares into which the shares of Premier Common Stock represented by the Old Certificates shall have been converted pursuant to this Agreement and any payment required pursuant to Section 1.5(g2.02(b) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agentof this Agreement. Upon proper surrender of Certificates an Old Certificate for exchange and cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAgent, together with such properly completed letter of transmittal, duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate such Old Certificates shall be entitled to receive in exchange therefor certificates therefore (i) a New Certificate representing the that number of whole shares of Avanex United Common Stock that such holder has the right to receive pursuant to Article IV, if any, (after taking into account all Certificates surrendered by such holderii) to which a check representing the amount of the cash that such holder is entitled to receive pursuant to Section 1.5(aArticle IV, if any, (iii) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment check representing the amount of any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificates surrendered pursuant to the provisions of this Article IV, and (iv) any payment required by Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d2.02(b), and the Old Certificates so surrendered shall forthwith be canceled. Until so surrenderedcancelled. (c) Neither the Exchange Agent, outstanding Certificates will if any, nor any party hereto shall be deemed from and liable to any former holder of Premier Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to United Common Stock with a record date occurring after the Effective Time, for all corporate purposes, Time shall be paid to evidence the ownership of, the number holder of whole any unsurrendered Old Certificate representing shares of Avanex Premier Common Stock issuable pursuant to Section 1.5(a), and converted in the Merger into the right to receive an amount shares of such United Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefore in accordance with the procedures set forth in this Section 4.05. After becoming so entitled in accordance with this Section 4.05, the record holder thereof also shall be entitled to receive any such dividends or other distributions by the Exchange Agent, without any interest thereon, which theretofore had become payable with respect to shares of United Common Stock such holder had the right to receive upon surrender of the Old Certificates. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of Premier for twelve months after the Effective Time shall be paid to United. Any stockholders of Premier who have not theretofore complied with this Article IV shall thereafter look only to United for payment of the Merger Consideration, cash in lieu of the issuance of any fractional shares and unpaid dividends and distributions on United Common Stock deliverable in accordance with Section 1.5(g) and any dividends or distributions payable respect of each share of Premier Common Stock such stockholder holds as determined pursuant to Section 1.6(d)this Agreement, in each case, without any interest thereon.

Exchange Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time, Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that Prize Certificate that, immediately prior to the Effective Time Time, represented outstanding shares of Oplink Prize Common Stock, which was converted into the right to receive Parent Common Stock whose shares were converted into shares of Avanex Common Stock and Cash Consideration pursuant to Section 1.52.4(b)(i), a letter of transmittal to be used to effect the exchange of such Prize Certificate for a Parent Certificate (and cash in lieu of any fractional shares pursuant to Section 1.5(gshares) and any dividends or other distributions pursuant the Cash Consideration, along with instructions for using such letter of transmittal to Section 1.6(d), (i) a effect such exchange. The letter of transmittal (which or the instructions thereto) shall specify that delivery of any Prize Certificate shall be effected, and risk of loss and title to the Certificates thereto shall pass, only upon delivery of the Certificates such Prize Certificate to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), . (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanexof a Prize Certificate for cancellation, together with such letter of transmittal, a duly completed and validly executed letter of transmittal and any other required documents (including, in accordance with the instructions thereto case of any Person constituting an "affiliate" of Prize for purposes of Rule 145(c) and (d) under the Securities Act, a written agreement from such other documents Person as may reasonably be required by described in Section 5.10, if not theretofore delivered to Parent): (A) the Exchange Agent, each holder of a such Prize Certificate shall be entitled to receive in exchange therefor certificates a Parent Certificate representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which and Cash Consideration that such holder has the right to receive pursuant to Section 1.5(g) 2.4(b)(i), any cash in lieu of fractional shares of Parent Common Stock as provided in Section 2.5(e), and any unpaid dividends or and distributions payable that such holder has the right to receive pursuant to Section 1.6(d2.5(c) (after giving effect to any required withholding of taxes), ; and (B) the Certificates Prize Certificate so surrendered shall forthwith be canceledcancelled. No interest shall be paid or accrued on the Cash Consideration, cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Prize Certificates. (iii) In the event of a transfer of ownership of Prize Common Stock that is not registered in the transfer records of Prize, a Parent Certificate representing the appropriate number of shares of Parent Common Stock and the appropriate Cash Consideration (along with any cash in lieu of fractional shares and any unpaid dividends and distributions that such holder has the right to receive) may be issued or paid to a transferee if the Prize Certificate representing such shares of Prize Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer, including such signature guarantees as Parent or the Exchange Agent may request, and to evidence that any applicable stock transfer taxes have been paid. (iv) Until so surrenderedsurrendered as contemplated by this Section 2.5(b), outstanding Certificates will each Prize Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and represent only the right to receive an amount upon such surrender a Parent Certificate representing shares of Parent Common Stock and Cash Consideration as provided in Section 2.4(b)(i) (along with any cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any unpaid dividends or distributions payable pursuant to Section 1.6(dand distributions).

Exchange Procedures. Promptly after the Effective Time, Avanex Parent ------------------- shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into shares of Avanex Parent Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)1.6, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holder has holders have the right to receive pursuant to Section 1.5(g1.7(e) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.7(e) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly (and in no event later than the fifth business day) after the Effective Time, Avanex ------------------- USWeb shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink CKS Common Stock whose shares were converted into the right to receive shares of Avanex USWeb Common Stock pursuant to Section 1.51.6, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex USWeb, in consultation with CKS prior to the Effective Time, may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex USWeb Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex USWeb Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)Stock, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g1.6(f) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence the ownership of, of the number of whole full shares of Avanex USWeb Common Stock issuable pursuant to Section 1.5(a), into which such shares of CKS Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.6(f) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d).

Exchange Procedures. Promptly (i) As soon as reasonably practical after the Effective Time, Avanex ------------------- the Parent shall cause the Exchange Agent to mail be mailed to each holder of record of (as A) certificates representing shares of Common Stock or Parent Non-Voting Convertible Stock (the “Certificates”) or (B) uncertificated shares of Common Stock (the “Uncertificated Shares”), at the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock , whose shares were converted into shares of Avanex Common Stock pursuant the right to receive the consideration set forth in Section 1.5, 1.6(b) (and cash in lieu of fractional shares, less any fractional shares pursuant amount required to Section 1.5(g) and any dividends be withheld from such cash under foreign, federal, state or other distributions pursuant to Section 1.6(dlocal tax laws), (i1) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent Agent, and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), and (ii2) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing whole shares of Avanex Parent Common Stock, Parent Non-Voting Convertible Stock and cash that such holder has the right to receive pursuant to Section 1.6(b) (and cash in lieu of fractional shares, less any fractional amount required to be withheld from such cash under foreign, federal, state or local tax laws). (ii) Each holder of shares of Company Common Stock that have been converted into the right to receive a pro rata portion of the Merger Consideration (pursuant to Section 1.5(g1.6(b)) and any dividends or other distributions pursuant shall be entitled to Section 1.6(d)receive, and upon (iiiA) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required thereto, or (B) receipt of an “agent’s message” by the Exchange AgentAgent (or such other evidence, each holder if any, of transfer as the Exchange Agent may reasonably request) in the case of a Certificate shall be entitled to receive in exchange therefor certificates book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which or Parent Non-Voting Convertible Stock that such holder is entitled to receive pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation1.6(b), (Y) cash that such holder is entitled to receive pursuant to Section 1.6(b), and (Z) if applicable, the cash payment in lieu of fractional shares which that such holder has the right is entitled to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d1.6(f), and the Certificates Certificate or Uncertificated Share so surrendered or transferred shall forthwith be canceled. Until so surrenderedcancelled. (iii) In the event that any Certificate shall have been lost, outstanding Certificates stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be deemed from and after issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Time, for all corporate purposes, Date and deliver or cause to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.5(a1.6(b) and, if any, Section 1.6(f). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and the right as a condition precedent to receive an amount of cash in lieu of the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give Parent and/or the Exchange Agent a reasonable form of indemnity against any fractional shares in accordance claim that may be made against Parent or the Exchange Agent with Section 1.5(g) and any dividends respect to the Certificate alleged to have been lost, stolen or distributions payable pursuant to Section 1.6(d)destroyed.

Exchange Procedures. Promptly (i) As soon as reasonably practicable (and in no event more than five (5) business days) after the Effective Time, Avanex ------------------- Parent shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "“Certificates"”) that which immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock Company Capital Stock, whose shares were converted into shares of Avanex Common Stock the right to receive cash pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(b) and any dividends or other distributions pursuant to Section 1.6(d)hereto, (i1) a letter of transmittal in customary form as Parent and the Company may reasonably specify prior to the Closing (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent and shall be in such form and have such other provisions as Avanex may reasonably specifyAgent), and (ii2) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(gcash. (ii) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by thereto, (A) the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled a cash payment pursuant to Section 1.5(a1.6(b) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)hereof, payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)without interest, and (B) the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered. (iii) In the event that any Certificate shall have been lost, outstanding Certificates will stolen or destroyed, upon the making of an affidavit of that fact by the stockholder of the Company (the “Company Stockholder”) claiming such Certificate to be deemed from and after the Effective Timelost, for all corporate purposes, to evidence the ownership ofstolen or destroyed, the number Exchange Agent will pay such Person in exchange for such lost, stolen or destroyed Certificate, that amount of whole shares of Avanex Common Stock issuable cash which such Person shall be entitled to receive pursuant to Section 1.5(a1.6(b). When authorizing such payment in exchange therefor, the Exchange Agent may, in its discretion and the right as a condition precedent to receive an amount of cash in lieu of the issuance thereof, require the owner of any fractional shares such lost, stolen or destroyed Certificate to give the Exchange Agent a reasonable form of bond as indemnity, as it shall direct in accordance with Section 1.5(g(and amounts prescribed by) its customary practices, policies and procedures, against any dividends claim that may be made against the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or distributions payable pursuant destroyed. As a further condition to Section 1.6(d)payment with respect to any Certificate that shall have been lost, stolen or destroyed, Parent may require the Company Stockholder to whom payment is to be made to agree in writing to indemnify and hold harmless Parent with respect to any loss or expense incurred by Parent as a result of the loss, theft or destruction of such Certificate.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES") that which immediately prior to the Effective Time represented outstanding shares of Oplink Common Company Capital Stock whose shares were converted into the right to receive shares of Avanex Parent Common Stock pursuant to Section 1.51.6, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(e) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)Stock, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g1.6(e) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Capital Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.6(e) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d).

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares (the "Certificates"), which at the Effective Time were converted into shares of Avanex Common Stock the right to receive the Merger Consideration pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)2.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stockthe Merger Consideration, cash in lieu of any fractional shares pursuant to Section 1.5(g2.1(e) and any dividends or other distributions payable pursuant to Section 1.6(d2.2(c), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required by the Exchange Agent, each the holder of a Certificate such Certificates shall be entitled to receive in exchange therefor a certificate or certificates representing the that number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulationrequested), payment in lieu of fractional shares which such holder has the right is entitled to receive pursuant to Section 1.5(g2.1(e) and any dividends or distributions payable pursuant to Section 1.6(d2.2(c), and the Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a Person (as defined in Section 8.3(jj)) other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until so surrenderedsurrendered as contemplated by this Section 2.2(b), outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and represent only the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) Merger Consideration (and any dividends amounts to be paid pursuant to Section 2.1(e) or distributions Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 1.6(d2.1(e) or Section 2.2(c).

Exchange Procedures. Promptly after the Effective TimeTime (and in any event within five (5) Business Days thereafter), Avanex ------------------- shall cause the Exchange Agent to shall mail to each holder of record of Shares represented by a Certificate (as other than holders of the Effective TimeExcluded Shares) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(g)) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Avanex Parent and the Company may reasonably specify)agree, and (ii) instructions for use surrendering the Certificates (or affidavits of loss in effecting the surrender lieu of the Certificates as provided in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant Section 2.2(g)) to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(g)) to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates representing one or more shares of Parent Common Stock which shall represent, in the aggregate, the whole number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which that such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d2.1(a), and the Certificates less any required Tax withholdings as provided in Section 2.2(h). The Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates No interest will be deemed from and after paid or accrued on any amount payable upon due surrender of the Effective TimeCertificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, for the shares of Parent Common Stock to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all corporate purposes, documents required to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant and effect such transfer and to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of evidence that any fractional shares in accordance with Section 1.5(g) and any dividends applicable stock transfer Taxes have been paid or distributions payable pursuant to Section 1.6(d)are not applicable.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Avanex ------------------- shall cause Parent will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (other than Dissenting Shares) (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing whole evidencing shares of Avanex Common StockParent Preferred Stock and, cash in lieu of any fractional shares thereof, cash, and, if applicable, the cash portion of the Merger Consideration payable pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d2.06(b), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other customary documents as may reasonably be required by pursuant to such instructions, the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Avanex Parent Preferred Stock which such holder has the right to receive in accordance with the Exchange Ratio or, if applicable, the Adjusted Exchange Ratio, in respect of the shares of Company Common Stock (after taking into account all Certificates surrendered formerly evidenced by such holderCertificate, (B) the amount of cash, if any, payable with respect to such shares pursuant to Section 2.06(b), (C) any dividends or other distributions to which such holder is entitled pursuant to Section 1.5(a2.07(c) and (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment D) cash in lieu of fractional shares of Parent Preferred Stock to which such holder has the right to receive is entitled pursuant to Section 1.5(g2.06(f) (the Parent Preferred Stock, cash, dividends and distributions described in clauses (A), (B), (C) and any dividends or distributions payable pursuant to Section 1.6(d(D) being, collectively, the "Merger Consideration"), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, the Merger Consideration may be issued and paid in accordance with this Article II to a transferee if the Certificate evidencing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of, right to receive the number of whole full shares of Avanex Parent Preferred Stock into which such shares of Company Common Stock issuable shall have been so converted, the right to receive the cash portion of the Merger Consideration payable with respect thereto pursuant to Section 1.5(a), 2.06(b) and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d2.06(f).

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Avanex ------------------- Parent shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record (as of Shares entitled to receive the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock Merger Consideration pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), 2.1(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent) and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agentletter of transmittal. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanexof a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required by pursuant to such instructions, the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates therefore: (A) a certificate representing the that number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate, and (B) a check for the cash which such holder has the right to receive in respect of such holder) 's Shares formerly represented by such Certificate and for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.5(a2.7(e) (and any dividends or other distributions to which shall be in uncertificated book entry form unless a physical certificate such holder is requested or is otherwise required by applicable law rule or regulationentitled pursuant to Section 2.7(c), payment and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.1(a), 2.7(c) or 2.7(e). In the event of a transfer of ownership of Shares that is not registered in lieu the transfer records of fractional the Company, a certificate representing the proper number of shares of Parent Common Stock which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate and a check for cash which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate, for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.5(g2.7(e) and for any dividends or other distributions to which such holder is entitled pursuant to Section 2.7(c) may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.7, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, the cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.7(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d2.7(c).

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- the Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into shares of Avanex Common Stock the right to receive the Merger Consideration, together with any cash payable pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex the Parent may reasonably specify, provided that risk of loss and title shall already have passed with respect to Certificates previously surrendered in connection with Section 1.6(b)(i), ) and (ii) instructions for use in effecting the surrender exchange of the Certificates in exchange for certificates representing whole shares of Avanex Common Stockthe Merger Consideration, together with any cash in lieu of any fractional shares payable pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of a Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanexthe Parent, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by thereto, the Exchange Agent, each holder of a Certificate such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)Merger Consideration, payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and together with any dividends or distributions cash payable pursuant to Section 1.6(d1.6(f) and Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), and the aggregate Per Share Cash Amount into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.6(f) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d).

Exchange Procedures. Promptly after 2.5.1. As of the Effective TimeTime of the Merger, Avanex ------------------- GBB shall cause have deposited with the Exchange Agent for the benefit of the holders of shares of BCS Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of GBB Stock issuable pursuant to Section 2.2 in exchange for shares of BCS Stock outstanding immediately prior to the Effective Time of the Merger, and funds in an amount not less than the amount of cash payable in lieu of fractional shares of GBB Stock which would otherwise be issuable in connection with Section 2.2 hereof but for the operation of Section 2.4 of this Agreement (collectively, the "Exchange Fund"). 2.5.2. GBB shall direct the Exchange Agent to mail mail, promptly after the Effective Time of the Merger, to each holder of record (as of the Effective Time) of a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of BCS Stock (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into the right to receive shares of Avanex Common GBB Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)2.2 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex GBB and BCS may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common GBB Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexGBB, together with such letter of transmittal, duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Avanex Common GBB Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) Sections 2.2 and any dividends or distributions payable pursuant to Section 1.6(d)2.4 hereof, and the Certificates Certificate so surrendered shall forthwith be canceled. In the event a certificate is surrendered representing BCS Stock, the transfer of ownership of which is not registered in the transfer records of BCS, a certificate representing the proper number of shares of GBB Stock may be issued to a transferee if the Certificate representing such BCS Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.5, outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time of the Merger to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and represent only the right to receive an amount upon such surrender the certificate representing shares of GBB Stock and cash in lieu of any fractional shares of stock as contemplated by this Section 2.5. Notwithstanding anything to the issuance contrary set forth herein, if any holder of any shares of BCS should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to GBB and shall be entitled to receive the certificate representing the proper number of shares of GBB Stock and cash in lieu of fractional shares in accordance with Sections 2.2 and 2.4 hereof. 2.5.3. No dividends or other distributions declared or made with respect to GBB Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of GBB Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.5(g2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of GBB Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of GBB Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of GBB Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of GBB Stock. 2.5.4. All shares of GBB Stock issued upon the surrender for exchange of BCS Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of BCS Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of BCS Stock which were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to GBB for any reason, they shall be canceled and exchanged as provided in this Agreement. 2.5.5. Any portion of the Exchange Fund which remains undistributed to the shareholders of BCS following the passage of six months after the Effective Time of the Merger shall be delivered to GBB, upon demand, and any shareholders of BCS who have not theretofore complied with this Section 2.5 shall thereafter look only to GBB for payment of their claim for GBB Stock, any cash in lieu of fractional shares of GBB Stock and any dividends or distributions payable with respect to GBB Stock. 2.5.6. Neither GBB nor BCS shall be liable to any holder of shares of BCS Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to Section 1.6(d)any applicable abandoned property, escheat or similar law. 2.5.7. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of GBB Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares of GBB Stock for the account of the Persons entitled thereto.

Exchange Procedures. Promptly (i) ▇▇▇▇▇▇▇▇▇ shall instruct the Exchange Agent to, as soon as reasonably practicable after the Effective Time, Avanex ------------------- shall cause but in no event more than three (3) Business Days following the Exchange Agent to Effective Time, mail to each holder of record (as of the Effective Time) of a certificate (a Certificate) or certificates book-entry share (the "Certificates"a Book-Entry Share) that immediately prior to the Effective Time represented outstanding shares of Oplink Janus Common Stock Stock, whose shares were converted into shares of Avanex Common Stock pursuant the right to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)receive the Merger Consideration, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Avanex may reasonably specify), ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ agree prior to the Effective Time) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for certificates representing whole shares the Merger Consideration, including any amount payable in respect of Avanex Common Stock, cash in lieu of any fractional shares pursuant to in accordance with Section 1.5(g3.2(e) and any dividends or other distributions pursuant to on ▇▇▇▇▇▇▇▇▇ Ordinary Shares in accordance with Section 1.6(d3.2(c), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, as applicable, for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex▇▇▇▇▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required by the Exchange Agent, each the holder of a such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) Merger Consideration (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment include cash in lieu of fractional shares which as provided in Section 3.2(e)) that such holder has the right to receive pursuant to Section 1.5(g) the provisions of this ARTICLE III and any amounts that such holder has the right to receive in respect of dividends or other distributions payable pursuant on ▇▇▇▇▇▇▇▇▇ Ordinary Shares in accordance with Section 3.2(c). ▇▇▇▇▇▇▇▇▇ shall instruct the Exchange Agent to Section 1.6(d)mail such amounts to such holders within three (3) Business Days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificates Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. If any portion of the Merger Consideration is to be registered in the name of or, if applicable, paid to a person other than the person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition to the registration and, if applicable, payment of such Merger Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other Taxes required by reason of such registration in the name of a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. (ii) Until so surrenderedsurrendered as contemplated by this Section 3.2, outstanding Certificates will each Certificate or Book-Entry Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and represent only the right to receive an amount upon such surrender the Merger Consideration and any amounts that such holder has the right to receive in respect of cash in lieu of the issuance of any fractional shares dividends or other distributions on ▇▇▇▇▇▇▇▇▇ Ordinary Shares in accordance with Section 1.5(g) and any dividends 3.2(c). No interest shall be paid or distributions shall accrue for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable pursuant to Section 1.6(d)upon the surrender of Certificates or Book-Entry Shares.

Exchange Procedures. Promptly after the Effective TimeTime of the Company Merger, Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective TimeTime of the Company Merger) of a certificate or certificates (the "“Certificates"”) that which immediately prior to the Effective Time of the Company Merger represented outstanding shares of Oplink the Company Common Stock whose shares were converted into the right to receive shares of Avanex Parent Common Stock pursuant to Section 1.51.9(a), cash in lieu of any fractional shares pursuant to Section 1.5(g1.9(f) and any dividends or other distributions pursuant to Section 1.6(d), 1.11(d): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g1.9(f) and any dividends or other distributions pursuant to Section 1.6(d1.11(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each the holder of a Certificate such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation1.9(a), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g1.9(f) and any dividends or distributions payable pursuant to Section 1.6(d1.11(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective TimeTime of the Company Merger, for all corporate purposes, to evidence the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of the Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.9(f) and any dividends or distributions payable pursuant to Section 1.6(d1.11(d).

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "“Certificates"”) that which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into the right to receive shares of Avanex Parent Common Stock pursuant to Section 1.51.6(a), cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d), 1.7(d): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as Avanex Parent may reasonably specify), specify and the Company shall reasonably approve prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each the holder of a Certificate such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a1.6(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g1.6(f) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.6(f) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d).

Exchange Procedures. Promptly As soon as practicable after the Effective TimeTime (and in any event within five business days after Parent's receipt of all necessary shareholder list and other supporting information), Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that ), which immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock Shares whose shares Shares were converted into the right to receive shares of Avanex Parent Common Stock pursuant to Section 1.51.6, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g1.6(f) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends and other distributions, to evidence only the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d1.6(f).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Avanex ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that certificates, which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d(the "CERTIFICATES"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common StockStock pursuant to Section 1.09(a), cash in lieu of any fractional shares pursuant to Section 1.5(g1.09(f) and any dividends or other distributions pursuant to Section 1.6(d1.10(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent Agent, or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled their shares of Company Common Stock were converted pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation1.09(a), payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g1.09(f) and any dividends or other distributions payable pursuant to Section 1.6(d1.10(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed deemed, from and after the Effective Time, for all corporate purposes, to evidence only the ownership of, of the number of whole shares of Avanex Parent Common Stock issuable into which such shares of Company Common Stock shall have been so converted pursuant to Section 1.5(a)1.09(a) (including any voting, notice or other rights associated with the ownership of such shares of Parent Common Stock under the Certificate of Incorporation or Bylaws of Parent or under Delaware Law) and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.09(f) and any dividends or other distributions payable pursuant to Section 1.6(d1.10(d).

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into the right to receive shares of Avanex Parent Common Stock pursuant to Section 1.5, and cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, Stock and cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agentshares. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by thereto, the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), and payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of, right to receive the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)1.6.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Avanex ------------------- shall cause the Exchange Agent to will mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Adamis Capital Stock whose shares were would be converted into the right to receive shares of Avanex La Jolla Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d1.6(a), (i) a letter of transmittal in customary form; (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have ii) such other provisions customary documents as Avanex may reasonably specify), be required pursuant to such instructions; and (iiiii) instructions for use in effecting the surrender of the Certificates Adamis Capital Stock in exchange for certificates (or, if La Jolla elects to have shares be represented in uncertificated form, then notifications of share ownership) representing whole shares of Avanex La Jolla Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates Adamis Capital Stock for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAgent, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by thereto, the Exchange Agent, each holder of a Certificate such Adamis Capital Stock shall be entitled to receive in exchange therefor certificates (x) a certificate (or, for uncertificated shares, a notification of share ownership) representing the number of whole shares of Avanex Exchange Shares into which the Adamis Common Stock represented thereby shall have been converted into the right to receive as of the Effective Time, (after taking into account all Certificates surrendered by such holdery) any dividends or other distributions to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation1.10(d), payment and (z) cash in lieu respect of any fractional shares which such holder has the right to receive pursuant to as provided in Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d1.6(f), and the Certificates Adamis Capital Stock so surrendered shall forthwith be canceled. Until so surrendered, each such outstanding Certificates share of Adamis Capital Stock will be deemed from and after the Effective Time, for all corporate purposespurposes other than the payment of dividends, to evidence the ownership of, of the number of whole full shares of Avanex La Jolla Common Stock issuable pursuant to Section 1.5(a), into which such shares of Adamis Capital Stock shall have been so converted and the right to receive an amount of cash in lieu of the issuance of any fractional shares shares. If any Adamis Stock Certificate shall have been lost, stolen or destroyed, La Jolla may, in accordance its discretion and as a condition precedent to the issuance of any certificate (or notification of share ownership) representing La Jolla Common Stock, require the owner of such lost, stolen or destroyed Adamis Stock Certificate to provide a reasonable affidavit and/or bond as indemnity against any claim that may be made against the Exchange Agent, La Jolla or the Surviving Corporation with Section 1.5(g) and any dividends or distributions payable pursuant respect to Section 1.6(d)such Adamis Stock Certificate.

Exchange Procedures. (i) Promptly after the Effective Time, Avanex ------------------- but in no event more than 10 days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to before the Effective Time represented ------------ outstanding shares of Oplink Common Genovo Capital Stock whose shares that were converted into the right to receive shares of Avanex Targeted Common Stock pursuant to Section 1.5, (and any cash in lieu of any fractional shares of Targeted Common Stock) pursuant to Section 1.5(g1.6(a) and any dividends or other distributions pursuant to Section 1.6(d), of this Agreement: (iA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and which shall be in such form and have such other provisions as Avanex Targeted may reasonably specify), and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Targeted Common Stock, Stock (and cash in lieu of any fractional shares pursuant to Section 1.5(g) of Targeted Common Stock and any dividends or other distributions payable pursuant to Section 1.6(d1.7(f) of this Agreement), and . (iiiii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent (or to such other agent or agents as may be appointed by AvanexTargeted), together with such the letter of transmittal, duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates for such Certificate (A) a certificate representing the number of whole shares of Avanex Targeted Common Stock (after taking into account all Certificates surrendered by such holder) to which such the holder is entitled to receive in the Merger, as set forth in the Distribution Schedule, less the number of shares of Targeted Common Stock to be issued to such holder and deposited in the Escrow Fund on such holder's behalf pursuant to Section 1.5(aArticle Eight of this Agreement, (B) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of any fractional shares which share of Targeted Common Stock that such holder has the right to receive pursuant to Section 1.5(g1.6(g) of this Agreement and (C) any dividends or distributions payable pursuant to Section 1.6(d)1.7(f) of this Agreement, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective TimeTime each outstanding Certificate will be deemed, for all corporate purposespurposes (subject to Section 1.7(f)), to evidence the ownership of, of the number of whole shares of Avanex Targeted Common Stock issuable pursuant to Section 1.5(a), into which such shares of Genovo Capital Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)share of Targeted Common Stock.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that certificates, which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g(the “Certificates”) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares Stock pursuant to Section 1.5(g1.6(a) and Section 1.6(f), and any dividends or other distributions pursuant to Section 1.6(d1.7(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive receive, in exchange therefor therefor, certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled their shares of Company Common Stock were converted pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation1.6(a), payment a share of Parent Common Stock in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g1.6(f) and any dividends or other distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed deemed, from and after the Effective Time, for all corporate purposes, to evidence only the ownership of, of the number of whole shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a)into which such shares of Company Common Stock shall have been so converted (including any voting, notice or other rights associated with the ownership of such shares of Parent Common Stock under the Articles of Incorporation or Bylaws of Parent or under Florida Law) and the right to receive an amount one share of cash Parent Common Stock in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.6(f) and any dividends or other distributions payable pursuant to Section 1.6(d1.7(d).

Exchange Procedures. Promptly after the Effective Time, Avanex the ------------------- Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the ------------ Effective Time represented outstanding shares of Oplink Target Common Stock whose Stock, the shares of which were converted into shares of Avanex Acquiror Common Stock pursuant to Section 1.5, (and cash in lieu of any fractional shares shares) pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such customary form and have such other customary provisions as Avanex Acquiror may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Acquiror Common Stock, Stock (and cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(dshares), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAcquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by thereto, the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Avanex Acquiror Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), and payment in lieu of fractional shares which that such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates each Certificate will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of, of the number of whole full shares of Avanex Acquiror Common Stock issuable pursuant to Section 1.5(a), into which such shares of Target Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)1.6.

Exchange Procedures. Promptly after the Effective Time (but in no event later than five days after the Effective Time), Avanex ------------------- AWS shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink Common TeleCorp Capital Stock whose shares were converted into the right to receive shares of Avanex Common AWS Capital Stock pursuant to Section 1.51.6, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex TeleCorp may reasonably specify), (ii) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common AWS Capital Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by thereto, the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number and type of whole shares of Avanex Common AWS Capital Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)or, as the case may be, payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)1.10, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates will Certificate that, prior to the Effective Time, represented shares of TeleCorp Capital Stock shall be deemed from and after the Effective Time, for all corporate legal purposes, to evidence only the ownership of, right to receive the number of whole shares of Avanex Common AWS Capital Stock issuable pursuant to Section 1.5(a)into which the holder of such shares of TeleCorp Capital Stock is entitled and, and as the case may be, the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.10. Any portion of the shares of AWS Capital Stock and cash deposited with the Exchange Agent pursuant to Section 1.11(b) which remains undistributed to the holders of Certificates representing shares of TeleCorp Capital Stock for six months after the Effective Time shall be delivered to AWS, upon demand, and any holders of shares of TeleCorp Capital Stock who have not theretofore complied with the provisions of this Article I shall thereafter look only to AWS and only as general creditors thereof for payment of their claim for AWS Capital Stock, any cash in lieu of fractional shares and any dividends or distributions payable pursuant with respect to Section 1.6(d)AWS Capital Stock to which such holders may then be entitled.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares (as other than holders of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(dExcluded Shares), (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Avanex Parent and the Company may reasonably specify)agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing whole shares of Avanex Parent Common Stock or Parent Preferred Stock, as applicable, and (B) if applicable, any cash, unpaid dividends or other distributions and cash in lieu of any fractional shares pursuant shares. Subject to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d4.2(h), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates (x) a certificate representing the that number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which or Parent Preferred Stock, as applicable, that such holder is entitled to receive pursuant to Section 1.5(athis Article IV, (y) a check in the amount (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise after giving effect to any required by applicable law rule or regulation), payment tax withholdings) of (A) any cash in lieu of fractional shares which plus (B) any cash, including unpaid non-stock dividends and any other dividends or other distributions, that such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)the provisions of this Article IV, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates No interest will be deemed from and after paid or accrued on any amount payable upon due surrender of the Effective TimeCertificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, for all corporate purposes, to evidence a certificate representing the ownership of, the proper number of whole shares of Avanex Parent Common Stock issuable pursuant or Parent Preferred Stock, as applicable, together with a check for any cash to Section 1.5(a), and the right to receive an amount of cash in lieu be paid upon due surrender of the issuance of any fractional shares in accordance with Section 1.5(g) Certificate and any other dividends or distributions payable pursuant in respect thereof, may be issued and/or paid to Section 1.6(d).such a transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to

Exchange Procedures. Promptly (a) Prior to the Effective Time, AUB shall designate Computershare or an exchange agent as mutually agreed by AUB and SASR (the “Exchange Agent”) for the payment and exchange of the Merger Consideration. (b) At or prior to the Effective Time, AUB shall deposit, or shall cause to be deposited, with the Exchange Agent, for exchange in accordance with this Article 2 for the benefit of the holders of Old Certificates, evidence in book-entry form representing shares of AUB Common Stock to be issued pursuant to Section 2.6, respectively, and any cash in lieu of any fractional shares to be paid pursuant to Section 2.6 (such cash and shares of AUB Common Stock, together with any dividends or distributions with respect to shares of AUB Common Stock payable in accordance with Section 2.3(b), being referred to herein as the “Exchange Fund”). (c) As promptly as practicable after the Effective Time, Avanex ------------------- but in no event later than five (5) business days thereafter, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) one or more Old Certificates representing shares of a certificate or certificates (the "Certificates") that SASR Common Stock immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were that have been converted at the Effective Time into shares of Avanex the right to receive AUB Common Stock pursuant to Section 1.5Article 1, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent Agent) and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex AUB Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment and any cash in lieu of fractional shares, which the shares which of SASR Common Stock represented by such holder has Old Certificate shall have been converted into the right to receive pursuant to Section 1.5(g) and this Plan of Merger as well as any dividends or distributions payable to be paid pursuant to Section 1.6(d), 2.3(b) (such materials and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, instructions to evidence the ownership of, the number include customary provisions with respect to delivery of whole shares of Avanex Common Stock issuable pursuant an “agent’s message” with respect to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(dbook-entry shares).

Exchange Procedures. Promptly after the Effective TimeTime (and in any event within four business days thereafter), Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record of Shares (as of other than Excluded Shares) entitled to receive the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock Merger Consideration pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i4.1(a)(A) a letter of transmittal (which shall specify in customary form advising such holder of the effectiveness of the Merger and the conversion of its Shares into the right to receive the Merger Consideration, and specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(g)) to the Exchange Agent Agent, and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(g)) in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant the Merger Consideration to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon the surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and terms of such other documents as may reasonably be required by transmittal materials, the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates representing the (i) that number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which that such holder is entitled to receive pursuant to this ARTICLE IV in uncertificated form (or evidence of shares in book-entry form), and (ii) an amount in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after giving effect to any required Tax withholding provided in Section 4.2(h)) equal to (A) the cash amount that such holder is entitled to receive pursuant to Section 1.5(a4.1(a) plus (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment B) any cash in lieu of fractional shares which pursuant to Section 4.2(e) plus (C) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d4.2(c), and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates No interest will be deemed from paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the proper number of shares of Parent Common Stock in uncertificated form, together with a check for any cash to be paid upon due surrender of the Certificate and after any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Effective TimeCertificate formerly representing such Shares is presented to the Exchange Agent, for accompanied by all corporate purposes, documents required to evidence the ownership of, the number and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. If any shares (or evidence of whole shares in book-entry form) of Avanex Parent Common Stock issuable pursuant are to Section 1.5(a)be issued to a name other than that in which the Certificate surrendered in exchange therefor is registered, and it shall be a condition of such exchange that the right to receive an amount of cash in lieu Person requesting such exchange shall pay any stock transfer or other Taxes required by reason of the issuance of any fractional shares (or evidence of shares in accordance with Section 1.5(gbook-entry form) and of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent or the Exchange Agent that such Taxes have been paid or are not applicable. For the purposes of this Agreement, the term “Person” shall mean any dividends individual, corporation (including not-for-profit), general or distributions payable pursuant to Section 1.6(d)limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Exchange Procedures. Promptly A. Immediately prior to the Effective Time, FNBC shall deposit in trust with Computershare, Inc. (or another third party as may be mutually agreed upon by FNBC and SIBC), for the benefit of the holders of Certificates, as hereinafter defined, for exchange in accordance with this Section 3.03, an amount of cash which is not less than the product of $21.25 multiplied by the total number of outstanding shares of SIBC Stock as of the Effective Time (which is hereinafter referred to as the “Exchange Fund”). B. As soon as practicable after the Effective Time, Avanex ------------------- shall cause and in no event more than five business days after the Effective Time, the Exchange Agent to will mail to each record holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented one or more outstanding shares of Oplink Common SIBC Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i“Certificate”) a letter of transmittal that will (which shall i) specify that delivery shall will be effected, and risk of loss and title to the Certificates shall Certificate(s) will pass, only upon delivery of the Certificates Certificate(s) to the Exchange Agent and shall be in such form and have such other provisions as Avanex may reasonably specify)Agent, (ii) include instructions for use in effecting surrendering the surrender of the Certificates Certificate(s) in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant the consideration to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)which the holder is entitled, and (iii) include such other documents reasonable provisions consistent with the terms hereof as may reasonably be required by the Exchange AgentAgent may specify. The letter of transmittal (which shall contain no representations or warranties other than as to ownership) shall be prepared by FNBC prior to the Effective Time and shall be subject to approval by SIBC (which shall not be unreasonably withheld, conditioned or delayed). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other documents as FNBC may reasonably be required by require, the Exchange Agent, each holder of a such Certificate shall will be entitled to receive the cash consideration described in exchange therefor certificates representing Section 3.01. The Exchange Agent will cancel the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with this Section 1.5(g3.03. C. No interest will be paid or will accrue to the holders of the Certificate(s) and with respect to the cash consideration to which the holder may be entitled. Notwithstanding anything herein to the contrary, none of FNBC, First NBC Bank, SIBC, or the Exchange Agent will be liable to any dividends former holder of SIBC Stock with respect to any amount delivered in good faith to a public official in accordance with any applicable abandoned property, escheat or distributions payable pursuant similar laws. D. If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to Section 1.6(d)be lost, stolen or destroyed and, if required by FNBC, the posting by such Person of a bond in such reasonable amount as FNBC may determine is necessary as indemnity against any claim that may be made against it with respect to such Certificate, FNBC will deliver in exchange for the lost, stolen or destroyed Certificate the cash consideration due to such Person under this Agreement.

Exchange Procedures. Promptly (i) As soon as reasonably practical after the Effective Time, Avanex ------------------- the Parent shall cause the Exchange Agent to mail be mailed to each holder of record (as of Certificates or Uncertificated Shares at the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock , whose shares were converted into shares of Avanex Common Stock pursuant the right to receive the consideration set forth in Section 1.5, 2.6(a) (and cash in lieu of fractional shares, less any fractional shares pursuant amount required to Section 1.5(g) and any dividends be withheld from such cash under foreign, federal, state or other distributions pursuant to Section 1.6(dlocal Tax laws), (i1) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent Agent, and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), and (ii2) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing whole shares of Avanex Parent Common Stock, Stock and cash that such holder has the right to receive pursuant to Section 2.6(a) (and cash in lieu of fractional shares, less any fractional amount required to be withheld from such cash under foreign, federal, state or local Tax laws). (ii) Each holder of shares pursuant of Company Common Stock that have been converted into the right to receive the consideration as set forth in Section 1.5(g2.6(a) and any dividends or other distributions pursuant shall be entitled to Section 1.6(d)receive, and upon (iiiA) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required thereto, or (B) receipt of an “agent’s message” by the Exchange AgentAgent (or such other evidence, each holder if any, of transfer as the Exchange Agent may reasonably request) in the case of a Certificate shall be entitled to receive in exchange therefor certificates book-entry transfer of Uncertificated Shares, (X) a certificate representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which that such holder is entitled to receive pursuant to Section 1.5(a2.6(a) (which shall be in uncertificated book entry form unless a physical certificate Y) cash that such holder is requested or is otherwise required by applicable law rule or regulationentitled to receive pursuant to Section 2.6(a), and (Z) if applicable, the cash payment in lieu of fractional shares which that such holder has the right is entitled to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d2.6(e), and the Certificates Certificate or Uncertificated Share so surrendered or transferred shall forthwith be canceled. Until so surrenderedcancelled. (iii) In the event that any Certificate shall have been lost, outstanding Certificates stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue or cause to be deemed from and after issued to such Person in exchange for such lost, stolen or destroyed Certificate, a new certificate into which the shares of such Person’s Company Common Stock are converted on the Effective Time, for all corporate purposes, Time and deliver or cause to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable be delivered to such Person cash in immediately available funds that such holder is entitled to receive pursuant to Section 1.5(a2.6(a) and, if any, Section 2.6(e). When authorizing such issuance in exchange therefor, Parent and/or the Exchange Agent may, in its reasonable discretion and as a condition precedent to the right issuance thereof, require the owner of such lost, stolen or destroyed Certificate to receive an amount give Parent and/or the Exchange Agent a reasonable form of cash in lieu of indemnity (including the issuance of a surety bond) against any fractional shares in accordance claim that may be made against Parent, Surviving Corporation or the Exchange Agent with Section 1.5(g) and any dividends respect to the Certificate alleged to have been lost, stolen or distributions payable pursuant to Section 1.6(d)destroyed.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- shall cause the The Exchange Agent to shall mail to each ------------------- holder of record (as of the Effective Time) of a certificate an OSI Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock , whose shares were converted into the right to receive shares of Avanex LRC Common Stock pursuant to Section 1.5, (and cash in lieu of any fractional shares shares) pursuant to Section 1.5(g) 1.6 promptly after the Effective Time (and in any dividends or other distributions pursuant event no later than three business days after the later to Section 1.6(d), occur of the Effective Time and receipt by LRC of a complete list from OSI of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the OSI Certificates shall pass, only upon delivery receipt of the OSI Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Avanex LRC may reasonably specify), ; and (ii) instructions for use in effecting the surrender of the OSI Certificates in exchange for certificates representing whole shares of Avanex Common Stock, LRC Certificates (and cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(dshares), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates an OSI Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexLRC, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other documents as may be reasonably be required by the Exchange Agent, each the holder of a such OSI Certificate shall be entitled to receive in exchange therefor certificates a LRC Certificate representing the number of whole shares of Avanex LRC Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)1.6, and the Certificates OSI Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates OSI Certificate that, prior to the Effective Time, represented shares of OSI Common Stock will be deemed from and after the Effective Time, for all corporate purposespurposes other than the payment of dividends and distributions, to evidence the ownership of, of the number of whole full shares of Avanex LRC Common Stock issuable pursuant to Section 1.5(a), into which such shares of OSI Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and 1.6. Notwithstanding any dividends other provision of this Agreement, no interest will be paid or distributions will accrue on any cash payable to holders of OSI Certificates pursuant to Section 1.6(d)the provisions of this Article 1.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- shall cause the The Exchange Agent to shall mail to each holder of record of certificates of Company Common Stock (as of the Effective Time) of a certificate or certificates (the "Company Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock ), whose shares were converted into the right to receive shares of Avanex Parent Common Stock pursuant to Section 1.5, (and cash in lieu of any fractional shares pursuant to Section 1.5(g3.04) promptly after the Effective Time (and in any dividends or other distributions pursuant event no later than three Business Days after the later to Section 1.6(d), occur of the Effective Time and receipt by Parent of a complete list from the Company of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), ; and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing whole shares of Avanex Common Stock, Parent Certificates (and cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(dshares), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other documents as may be reasonably be required by the Exchange Agent, each the holder of a such Company Certificate shall be entitled to receive in exchange therefor certificates a Parent Certificate representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which that such holder is entitled has the right to receive pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)3.04, and the Certificates Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposespurposes other than the payment of dividends and distributions, to evidence the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and 3.04. Notwithstanding any dividends other provision of this Agreement, no interest will be paid or distributions will accrue on any cash payable to holders of Company Certificates pursuant to Section 1.6(d)the provisions of this Article III.

Exchange Procedures. Promptly after the Effective Time (and in no event later than three (3) business days following the Effective Time), Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES") that which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock or Company Preferred Stock whose shares were converted into shares of Avanex Common Stock the right to receive cash pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to 1.6(a) or Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), 1.6(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares the Merger Consideration to which the holder of Avanex Common Stock, cash in lieu of any fractional shares such Certificate is entitled pursuant to Section 1.5(g1.6(a) and any dividends or other distributions pursuant to Section 1.6(d1.6(b) (without limiting the effect of Section 1.7(e), and (iii) such other documents as may reasonably be required by the Exchange Agent). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each the holder of a Certificate such Certificates shall be entitled to receive promptly (and in no event later than three (3) business days after receipt thereof) in exchange therefor certificates representing the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) Merger Consideration to which the holder of such holder certificate is entitled pursuant to Section 1.5(a1.6(a) or Section 1.6(b) (which shall be in uncertificated book entry form unless a physical certificate is requested less any withholding amount with respect to the shares of Company Common Stock or is otherwise required Company Preferred Stock held by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to as provided by Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d1.7(e)), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will No interest shall accrue or be deemed from and after paid on the Effective Time, for all corporate purposes, to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions amounts payable pursuant to Section 1.6(d)this Article I upon surrender of the Certificates.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into shares of Avanex Parent Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)1.6, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holder has holders have the right to receive pursuant to Section 1.5(g1.7(e) and any dividends or 12 distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.7(e) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record (record, as of the Effective Time) , of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Company Common Stock shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Avanex Parent may reasonably specify), specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agentapplicable Merger Consideration. Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required by the Exchange Agent, each the holder of a such Certificate shall be entitled to receive in exchange therefor (A) one or more certificates representing for Parent Ordinary Shares representing, in the aggregate, the whole number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which Parent Ordinary Shares that such holder has the right to receive pursuant to Section 1.5(g1.8 (after taking into account all shares of Company Common Stock surrendered by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, consisting of cash in lieu of any fractional Parent Ordinary Shares pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or distributions will accrue on any cash payable pursuant to Section 1.6(d)2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, and one or more certificates for Parent Ordinary Shares evidencing, in the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership ofaggregate, the proper number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a)Parent Ordinary Shares, and a check in the right to receive an proper amount of cash in lieu of the issuance of any fractional shares in accordance with Parent Ordinary Shares pursuant to Section 1.5(g) 2.5 and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.6(d)2.3, may be issued with respect to such Company Common Stock to such a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time, Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that Company Certificate that, immediately prior to the Effective Time Time, represented outstanding shares of Oplink Company Common Stock whose shares were Stock, which was converted into shares of Avanex Common the right to receive Stock Consideration and Cash Consideration pursuant to Section 1.52.4(c)(i), a letter of transmittal to be used to effect the exchange of such Company Certificate for a Parent Certificate (and cash in lieu of any fractional shares pursuant to Section 1.5(gshares) and any dividends or other distributions pursuant the Cash Consideration, along with instructions for using such letter of transmittal to Section 1.6(d), (i) a effect such exchange. The letter of transmittal (which or the instructions thereto) shall specify that delivery of any Company Certificate shall be effected, and risk of loss and title to the Certificates thereto shall pass, only upon delivery of the Certificates such Company Certificate to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), . (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanexof a Company Certificate for cancellation, together with such letter of transmittal, a duly completed and validly executed letter of transmittal and any other required documents (including, in accordance with the instructions thereto case of any Person constituting an “affiliate” of the Company for purposes of Rule 145(c) and (d) under the Securities Act, a written agreement from such other documents Person as may reasonably be required by described in Section 5.9, if not theretofore delivered to Parent): (A) the Exchange Agent, each holder of a such Company Certificate shall be entitled to receive in exchange therefor certificates a Parent Certificate representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which and Cash Consideration that such holder has the right to receive pursuant to Section 1.5(g) 2.4(c)(i), any cash in lieu of fractional shares of Parent Common Stock as provided in Section 2.6(e), and any unpaid dividends or and distributions payable that such holder has the right to receive pursuant to Section 1.6(d2.6(c) (after giving effect to any required withholding of taxes), ; and (B) the Certificates Company Certificate so surrendered shall forthwith be canceledcancelled. Until so surrenderedNo interest shall be paid or accrued on the Cash Consideration, outstanding Certificates will be deemed from cash in lieu of fractional shares and after unpaid dividends and distributions, if any, payable to holders of Company Certificates. (iii) In the Effective Timeevent of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, for all corporate purposes, to evidence a Parent Certificate representing the ownership of, the appropriate number of whole shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), and the appropriate Cash Consideration (along with any cash in lieu of fractional shares and any unpaid dividends and distributions that such holder has the right to receive an amount under this Agreement) may be issued or paid to a transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer, including such signature guarantees as Parent or the Exchange Agent may request, and to evidence that any applicable stock transfer taxes have been paid. (iv) Until surrendered as contemplated by this Section 2.6(b), each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a Parent Certificate representing shares of Parent Common Stock and Cash Consideration as provided in Section 2.4(c)(i) (along with any cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any unpaid dividends or distributions payable pursuant to Section 1.6(dand distributions).

Exchange Procedures. Promptly after the Effective TimeTime (and in any event within five (5) Business Days thereafter), Avanex ------------------- shall cause the Exchange Agent to shall mail to each holder of record of Shares (as other than holders of the Effective TimeExcluded Shares) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(g)) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Avanex Parent and the Company may reasonably specify)agree, and (ii) instructions for use surrendering the Certificates (or affidavits of loss in effecting the surrender lieu of the Certificates as provided in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant Section 2.2(g)) to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(g)) to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates representing one or more Parent Shares which shall represent, in the aggregate, the whole number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which Parent Shares that such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d2.1(b), and the Certificates less any required Tax withholdings as provided in Section 2.2(h). The Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates No interest will be deemed from and after paid or accrued on any amount payable upon due surrender of the Effective TimeCertificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, for the Parent Shares to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all corporate purposes, documents required to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant and effect such transfer and to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of evidence that any fractional shares in accordance with Section 1.5(g) and any dividends applicable stock transfer Taxes have been paid or distributions payable pursuant to Section 1.6(d)are not applicable.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- but in no event later than five (5) days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock Target Capital Stock, whose shares were converted into the right to receive shares of Avanex Common Acquiror Capital Stock pursuant to Section 1.5, (and cash in lieu of any fractional shares shares) pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)2.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such customary form and have such other provisions as Avanex Acquiror may reasonably specify), ; (ii) such other customary documents as may be required pursuant to such instructions; and (iii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, Acquiror Capital Stock (and cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(dshares), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAcquiror, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by thereto, the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates representing therefore (i) the number of whole shares of Avanex Common Stock Acquiror Capital Stock; (after taking into account all Certificates surrendered by such holderii) any dividends or other distributions to which such holder is entitled pursuant to Section 1.5(a2.7(d); and (iii) cash (which shall be without interest) in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu respect of fractional shares which such holder has the right to receive pursuant to as provided in Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d2.6(f), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that prior to the Effective Time represented shares of Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposespurposes other than the payment of dividends, to evidence the ownership of, of the number of whole full shares of Avanex Common Acquiror Capital Stock issuable pursuant to Section 1.5(a), into which such shares of Target Capital Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)2.6.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- Parametric shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Computervision Common Stock whose shares were converted into the right to receive shares of Avanex Parametric Common Stock pursuant to Section 1.51.6, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d1.6(e) or 1.7(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parametric may reasonably specify), ) and (ii) instructions for use in effecting the surrender exchange of the Certificates in exchange for certificates representing whole shares of Avanex Parametric Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d1.6(e) or 1.7(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParametric, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by thereto, the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Avanex Parametric Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)Stock, payment in lieu of fractional shares which that such holder has the right to receive pursuant to Section 1.5(g1.6(f) and any dividends or distributions payable pursuant to Section 1.6(d1.6(e) or 1.7(d), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.6(e) or 1.7(d) as to the payment of dividends, to evidence only the ownership of, of the number of whole full shares of Avanex Parametric Common Stock issuable pursuant to Section 1.5(a), into which such shares of Computervision Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.6(f) and any dividends or distributions payable pursuant to Section 1.6(d1.6(e) or 1.7(d).

Exchange Procedures. Promptly (a) As promptly as practicable after the Effective Time, Avanex ------------------- shall cause the Exchange Agent to mail will send to each record holder of record (as a Certificate or holder of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Uncertificated Company Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or (other distributions pursuant to Section 1.6(dthan Excluded Shares), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates or Uncertificated Company Stock in exchange for certificates representing whole shares the Merger Consideration. As soon as reasonably practicable after the Effective Time, each holder of Avanex Company Common StockStock (other than Excluded Shares), cash (A) upon surrender of a Certificate (or affidavit of lost, stolen or destroyed Certificate in lieu of any fractional shares pursuant to a Certificate, as provided in Section 1.5(g2.7) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other documents as may reasonably be required by the Exchange Agent, (B) upon the transfer of shares of Company Common Stock that are Uncertificated Company Stock not held through Depository Trust Company (“DTC”), in accordance with the terms of the letter of transmittal and accompanying instructions (including such other documents as may reasonably be required by the Exchange Agent), or (C) upon the transfer of shares of Company Common Stock that are Uncertificated Company Stock held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s procedures and such other procedures as agreed by Parent, the Exchange Agent and DTC, each holder of a Certificate shares of Company Common Stock (other than Excluded Shares) shall be entitled to receive in exchange therefor certificates representing therefor, and Parent and the number Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, the amount of whole shares of Avanex Common Stock cash (after taking into account all Certificates surrendered by such holder) including amounts to which such holder is entitled be paid pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation1.7(a)(i)), payment in lieu into which the aggregate number of fractional shares which of Company Common Stock previously represented by such holder has the right to receive Certificate shall have been converted pursuant to Section 1.5(gthis Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. (b) and No interest will be paid or will accrue on any dividends or distributions cash payable pursuant to Section 1.6(d1.7(a)(i), and the Certificates so . Any Certificate that has been surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after cancelled by the Effective Time, for all corporate purposes, to evidence Exchange Agent. (c) In the event of a transfer of ownership of, the number of whole shares of Avanex Company Common Stock issuable which is not registered in the transfer records of the Company, a check in the proper amount of cash pursuant to Section 1.5(a1.7(a)(i), may be issued with respect to such Company Common Stock to such a transferee only if (i) in the case of Uncertificated Company Stock, written instructions authorizing the transfer of Uncertificated Company Stock are presented to the Exchange Agent and (ii) in the right case of Certificates, the Certificate representing such shares of Company Common Stock is presented to receive an amount of cash the Exchange Agent, and in lieu of the issuance of each case, together with all documents required to evidence and effect such transfer and to evidence that any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)applicable stock transfer Taxes have been paid.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Avanex ------------------- SB Merger shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that ), which immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock RxBazaar Shares whose shares were converted into shares of Avanex Common Stock the right to receive SB Merger Shares pursuant to Section 1.5this Agreement, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d1(j)(4), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Avanex SB Merger may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) SB Merger Shares and any dividends or other distributions pursuant to Section 1.6(d1(j)(4), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexSB Merger, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Common Stock (after taking SB Merger Shares into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has their RxBazaar Shares were converted at the right to receive pursuant to Section 1.5(g) Effective Time and any dividends or distributions payable pursuant to Section 1.6(d1(j)(4), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1(j)(4) as to the payment of dividends, to evidence only the ownership of, of the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) full SB Merger Shares into which such RxBazaar Shares shall have been so converted and any dividends or distributions payable pursuant to Section 1.6(d1(j)(4).

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- shall cause the The Exchange Agent to shall mail to each holder of record of certificates of Company Common Stock (as of the Effective Time) of a certificate or certificates (the "Company Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock ), whose shares were converted into the right to receive shares of Avanex Parent Common Stock pursuant to Section 1.5, (and cash in lieu of any fractional shares pursuant to Section 1.5(g3.04) promptly after the Effective Time (and in any dividends or other distributions pursuant event no later than three business days after the later to Section 1.6(d), occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), ; and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing whole shares of Avanex Common Stock, Parent Certificates (and cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(dshares), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other documents as may be reasonably be required by the Exchange Agent, each the holder of a such Company Certificate shall be entitled to receive in exchange therefor certificates a Parent Certificate representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which that such holder is entitled has the right to receive pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)3.04, and the Certificates Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposespurposes other than the payment of dividends and distributions, to evidence the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and 3.04. Notwithstanding any dividends other provision of this Agreement, no interest will be paid or distributions will accrue on any cash payable to holders of Company Certificates pursuant to Section 1.6(d)the provisions of this Article III.

Exchange Procedures. (i) Promptly after the Effective TimeTime (and in any event within two business days), Avanex ------------------- the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates Certificate representing Shares (the "Certificates"other than holders of Excluded Shares) that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (iA) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(e)) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such form and have such other provisions as Avanex Parent and the Company may reasonably specify)agree, and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(e)) in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange AgentPer Share Merger Consideration. Upon surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by Avanex, together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates representing a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to (x) the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered Shares represented by such holder) to which such holder is entitled pursuant to Section 1.5(a) Certificate (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment affidavit of loss in lieu of fractional shares which such holder has thereof as provided in Section 4.2(e)) multiplied by (y) the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)Per Share Merger Consideration, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates No interest will be deemed from paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. (ii) Notwithstanding anything to the contrary in this Agreement, any holder of Book Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article IV. In lieu thereof, each holder of record of one or more Book Entry Shares whose Shares were converted into the right to receive the Per Share Merger Consideration shall upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, for all corporate purposes, to evidence the ownership of, the number Per Share Merger Consideration in respect of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), each such Share and the right to receive an amount Book Entry Shares of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)such holder shall forthwith be cancelled.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Avanex ------------------- shall cause the Exchange Agent to Parent will mail to each holder of the record (as holders of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), Company Interests (i) a letter Letter of transmittal (which shall specify that delivery shall be effectedTransmittal, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates Company Interests in exchange for certificates representing whole non-certificated shares of Avanex Parent Common Stock, cash in lieu of any fractional shares Stock represented by book-entry issuable pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d1.6(a), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a Company Certificate (if applicable) to Parent for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanexexchange, together with such letter a duly executed Letter of transmittal, duly completed and validly executed in accordance with the instructions thereto Transmittal and such other documents as may be reasonably be required by Parent, (A) the Exchange Agent, each holder of a Certificate shall such Company Interests will be entitled to receive in exchange therefor certificates representing non-certificated shares of Parent Common Stock represented by book-entry equal to the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which that such holder has the right to receive pursuant to the provisions of Section 1.5(g1.6(a), (B) the Company Interests so surrendered will be canceled and any dividends or distributions payable (C) Parent will instruct Parent’s transfer agent to issue non-certificated shares of Parent Common Stock represented by book-entry issuable pursuant to Section 1.6(d1.6(a). Until surrendered as contemplated by this Section 1.8(a), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates each Company Interest held by a Company Member will be deemed deemed, from and after the Effective Time, for all corporate purposes, to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and represent only the right to receive the Merger Consideration. If any Company Certificate (if applicable) will have been lost, stolen or destroyed, Parent will require the owner of such lost, stolen or destroyed Company Certificate to provide an amount of cash appropriate affidavit and, in lieu of Parent’s discretion, to deliver a bond as indemnity against any claim that may be made against Parent or the issuance of any fractional shares in accordance Surviving LLC with Section 1.5(g) and any dividends or distributions payable pursuant respect to Section 1.6(d)such Company Certificate.

Exchange Procedures. Promptly after the Effective Time, Avanex Parent ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that ), which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into the right to receive shares of Avanex Parent Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)1.4, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g1.4(c) and any dividends or other distributions pursuant to Section 1.6(d1.5(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor therefor, and the Exchange Agent shall deliver to the holders, certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g1.4(c) and any dividends or distributions payable pursuant to Section 1.6(d1.5(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.4(c) and any dividends or distributions payable pursuant to Section 1.6(d1.5(d).. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article I.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- TEAM shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "“Certificates"”) that which immediately prior to the Effective Time represented outstanding shares of Oplink Common Vsource Capital Stock whose shares which were converted into the right to receive shares of Avanex TEAM Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)1.6, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Avanex TEAM and Vsource may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex TEAM Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required by the Exchange Agent, each holder the holders of a Certificate such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex TEAM Common Stock (after taking into account aggregating all Certificates shares of Vsource Capital Stock surrendered by such holder) to into which such holder is entitled pursuant to Section 1.5(aSections 1.6(a)-(d) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which that such holder has holders have the right to receive pursuant to Section 1.5(gl.7(e) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of, of the number of whole full shares of Avanex TEAM Common Stock issuable pursuant to Section 1.5(a), into which such shares of Vsource Capital Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(gl.7(e) and any dividends or distributions payable pursuant to Section 1.6(dl.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of TEAM Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Vsource Capital Stock that is not registered in the transfer records of Vsource, a certificate representing the proper number of shares of TEAM Common Stock may be issued to a transferee if the Certificate representing such shares of Vsource Capital Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- the Surviving Corporation shall cause the Exchange Agent to mail be delivered to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink Target Common Stock (including converted Target Preferred Stock), whose shares were converted into the right to receive shares of Avanex Acquiror Common Stock pursuant to Section 1.5, (and cash in lieu of any fractional shares shares) pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Avanex Target may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Acquiror Common Stock, Stock (and cash in lieu of any fractional shares pursuant to Section 1.5(gshares) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexTarget, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by thereto, the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates (A) a certificate representing the number of whole shares of Avanex Acquiror Common Stock Stock, (after taking into account all Certificates surrendered by such holderB) any dividends or other distributions to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation1.7(d), payment and (C) cash (without interest) in lieu respect of fractional shares which such holder has the right to receive pursuant to as provided in Section 1.5(g1.6(e) and any dividends or distributions payable pursuant to Section 1.6(d), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of, of the number of whole full shares of Avanex Acquiror Common Stock issuable pursuant to Section 1.5(a), into which such shares of Target Capital Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)1.6.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Avanex ------------------- and in no event later than five (5) business days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES") that ), which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into shares of Avanex Parent Common Stock pursuant to Section 1.51.6, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(f) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g1.6(f) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Common Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.6(f) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d).

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"certificate(s) that which, immediately prior to the Effective Time Time, represented outstanding Company Common Stock(the "Certificates"), whose Company Common Stock was converted into the right to receive shares of Oplink Parent Common Stock whose shares were converted into shares of Avanex Common and Parent Stock Warrants pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), 1.03: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), ; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates certificate(s) representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) Stock and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by for the Exchange AgentParent Stock Warrants. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates certificate(s) representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)Parent Stock Warrants, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposespurposes other than the payment of dividends, to evidence the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)Parent Stock Warrants into which such Company Common Stock shall have been so converted.

Exchange Procedures. Promptly after the First Effective TimeTime (and in any event within four business days thereafter or at such other time as may be agreed by the Company, Avanex ------------------- Parent and the Exchange Agent), Parent shall cause the Exchange Agent to mail to each holder of record of Certificates (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (ithan Excluded Shares) a letter of transmittal (which shall specify that delivery shall be effectedtogether with any other materials delivered therewith, the “Letter of Transmittal”) in customary form advising such holder of the effectiveness of the Initial Merger and the conversion of its Shares into the Merger Consideration, and specifying that risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to (or affidavits of loss in lieu of the Exchange Agent Certificates as provided in Section 2.03(g)) and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in exchange for certificates representing whole lieu of the Certificates as provided in Section 2.03(g)). Prior to causing the Exchange Agent to mail the Letter of Transmittal, Parent shall give the Company a reasonable opportunity to review and comment on such Letter of Transmittal and shall consider in good faith all reasonable additions, deletions or changes suggested by the Company. Upon the surrender of a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.03(g)) to the Exchange Agent in accordance with the terms of such Letter of Transmittal, the holder of such Certificate shall be (i) credited in the stock ledger and other appropriate books and records of Parent that number of shares of Avanex Common StockParent Stock for which its Shares were exchanged pursuant to this Article II in uncertificated form (or evidence of shares in book-entry form), and (ii) sent an amount in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after giving effect to any required Tax withholding provided in Section 2.03(h)) equal to (A) any cash in lieu of any fractional shares pursuant to Section 1.5(g2.03(e) plus (B) any unpaid non-stock dividends and any other dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which that such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d2.03(c), and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates No interest will be deemed from and after paid or accrued on any amount payable upon due surrender of the Effective Time, for all corporate purposes, to evidence Certificates. In the event of a transfer of ownership ofof Shares that is not registered in the transfer records of the Company, the proper number of whole shares of Avanex Common Parent Stock issuable pursuant in uncertificated form, together with a check for any cash to Section 1.5(a), and the right to receive an amount of cash in lieu be paid upon due surrender of the issuance of any fractional shares in accordance with Section 1.5(g) Certificate and any other dividends or distributions payable pursuant in respect thereof, may be credited and/or paid to Section 1.6(d)such a transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. If any shares (or evidence of shares in book-entry form) of Parent Stock are to be credited to a name other than that in which the applicable Certificate is registered, it shall be a condition of such credit that the Person requesting such credit shall pay any stock transfer or other Taxes required by reason of the crediting of shares (or evidence of shares in book-entry form) of Parent Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent or the Exchange Agent that such Taxes have been paid or are not applicable.”

Exchange Procedures. Promptly after As promptly as practicable following the Effective TimeTime (but in no event later than five business days thereafter), Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate Certificate or certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock Shares whose shares were converted into shares of Avanex Common Stock the right to receive the Merger Consideration pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), 2.1(c): (i) a letter of transmittal (a “Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass to the Exchange Agent only upon proper delivery of the Certificate or Certificates to the Exchange Agent and Agent, which Letter of Transmittal shall be in such form and have such other customary provisions as Avanex Parent and the Company may reasonably specify)agree upon, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares the Merger Consideration into which the number of Avanex Common Stock, cash in lieu of any fractional shares Shares previously represented by such Certificate shall have been converted pursuant to this Agreement, together with any amounts payable in respect of the Fractional Share Consideration in accordance with Section 1.5(g) 2.8 and any dividends or other distributions pursuant to on Parent ADSs in accordance with Section 1.6(d2.3(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent Agent, or to such other agent or agents reasonably satisfactory to the Company as may be appointed by AvanexParent, together with such letter Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably be required by the Exchange Agent, each the holder of a such Certificate shall be entitled to receive in exchange therefor certificates representing the number Merger Consideration payable in respect of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered the Shares previously represented by such holder) to which such holder is entitled Certificate pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)the provisions of this Article II, payment in lieu of fractional shares which plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 1.5(g) 2.8 and any amounts that such holder has the right to receive in respect of dividends or other distributions payable pursuant on Parent ADSs in accordance with Section 2.3(d) to Section 1.6(dbe mailed or delivered by wire transfer, within five business days following the later to occur of (A) the Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificates Certificate so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be canceledmade to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, or any Book-Entry Share shall be properly transferred, and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Until so surrenderedsurrendered as contemplated by this Section 2.2, outstanding Certificates will each Certificate shall be deemed from and deemed, at any time after the Effective Time, for all corporate purposesto represent only the right to receive, to evidence the ownership ofupon such surrender, the number Merger Consideration as contemplated by this Article II. No interest shall be paid or accrue on any cash payable upon surrender of whole shares any Certificate or in respect of Avanex Common Stock issuable Book- Entry Shares or on the Merger Consideration or the Fractional Share Consideration payable upon the surrender of the Certificates or Book-Entry Shares or on any distributions to which holders of such Certificates or Book-Entry Shares are entitled pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d2.3(d).

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES") that which immediately prior to the Effective Time represented outstanding shares of Oplink Common Company Preferred Stock whose shares were converted into the right to receive shares of Avanex Common Parent Preferred Stock pursuant to Section 1.5, 1.6 and cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d1.6(f), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, Parent Preferred Stock and cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d1.6(f), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Common Parent Preferred Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), and payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g1.6(f) and any dividends or distributions payable pursuant to Section 1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, purposes to evidence only the ownership of, of the number of whole full shares of Avanex Parent Preferred Stock into which such shares of Company Common Stock issuable pursuant to Section 1.5(a), shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d1.6(f).

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- The exchange agent shall cause the Exchange Agent to mail to each holder of record of certificates of company common stock (as of the Effective Time) of a certificate or certificates (the "Company Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock ), whose shares were converted into the right to receive shares of Avanex Common Stock pursuant to Section 1.5, parent common stock (and cash in lieu of any fractional shares pursuant to Section 1.5(gsection 3.04) promptly after the effective time (and in any dividends or other distributions pursuant to Section 1.6(d), event no later than three business days after the effective time): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates company certificates shall pass, only upon delivery receipt of the Certificates to company certificates by the Exchange Agent exchange agent, and shall be in such form and have such other provisions as Avanex parent may reasonably specify), ; and (ii) instructions for use in effecting the surrender of the Certificates company certificates in exchange for parent certificates representing whole shares of Avanex Common Stock, (and cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(dshares), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates a company certificate for cancellation to the Exchange Agent exchange agent or to such other agent or agents as may be appointed by Avanexparent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other documents as may be reasonably be required by the Exchange Agentexchange agent, each the holder of a Certificate such company certificate shall be entitled to receive in exchange therefor certificates a parent certificate representing the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which parent common stock that such holder is entitled has the right to receive pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)section 3.04, and the Certificates company certificate so surrendered shall forthwith be canceled. Until until so surrendered, each outstanding Certificates company certificate that, prior to the effective time, represented shares of company common stock will be deemed from and after the Effective Timeeffective time, for all corporate purposespurposes other than the payment of dividends and distributions, to evidence the ownership of, of the number of whole full shares of Avanex Common Stock issuable pursuant to Section 1.5(a), parent common stock into which such shares of company common stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and section 3.04. Notwithstanding any dividends other provision of this agreement, no interest will be paid or distributions will accrue on any cash payable to holders of company certificates pursuant to Section 1.6(d)the provisions of this Article III.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- Parent shall cause the Exchange Paying Agent to mail to each holder of record of Shares (as other than holders of the Effective TimeDissenting Shares or Excluded Shares) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(e)) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such form and to have such other provisions as Avanex Parent and the Company may reasonably specify)agree, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(e)) in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agentapplicable Per Share Merger Consideration. Upon surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by Avanex, together in accordance with the terms of such letter of transmittal, and such letter of transmittal having been duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor certificates representing a cash amount in immediately available funds (less any required Tax withholdings as provided in Section 4.2(f)) equal to (A) the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered Shares represented by such holder) to which such holder is entitled pursuant to Certificate (or affidavit of loss in lieu thereof as provided in Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation4.2(e)), payment in lieu of fractional shares which such holder has multiplied by (B) the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)Per Share Merger Consideration, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled and extinguished of no further force or effect. Until so surrenderedNo interest will accrue or be paid on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, outstanding Certificates will a check for any cash to be deemed from and after exchanged upon due surrender of the Effective TimeCertificate may be issued to the transferee of such Shares if the Certificate formerly representing such Shares is presented to the Paying Agent, for properly endorsed with signature guaranteed, accompanied by all corporate purposes, documents reasonably required to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant and effect such transfer and to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of evidence that any fractional shares in accordance with Section 1.5(g) and any dividends applicable stock transfer taxes have been paid or distributions payable pursuant to Section 1.6(d)are not applicable.

Exchange Procedures. Promptly after the Effective Time, ------------------- Avanex ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d).

Exchange Procedures. Promptly after (and no later than the fifth business day) following the Effective Time, Avanex ------------------- NBEV shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (each, a “Certificate” and, collectively, the "“Certificates") that ”), which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into shares of Avanex Common Stock the right to receive Merger Consideration pursuant to Section 1.51.6 hereof, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d)1.7(d) hereof, (i) a letter of transmittal in a customary form and reasonably agreed to by the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Avanex NBEV may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stockthe Merger Consideration, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii1.7(d) such other documents as may reasonably be required by the Exchange Agenthereof. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexNBEV, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d), Merger Consideration and the Certificates so surrendered shall forthwith be canceled. The Exchange Agent shall perform similar procedures with respect to the Phantom Stock and obtaining a certificate of release of such Phantom Stock rights from the holder thereof and also request that such holder complete and provide IRS Form W-8BEN. Until so surrendered, outstanding Certificates will and Phantom Stock shall be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) hereof, to evidence only the ownership of, of the number of whole Merger Consideration into which such shares of Avanex Company Common Stock issuable shall have been so converted pursuant to Section 1.5(a)1.6 hereof, and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or other distributions payable pursuant to Section 1.6(d)1.7(d) hereof.

Exchange Procedures. Promptly after (i) Within one business day following the Effective Time, Avanex ------------------- the Paying Agent shall cause the Exchange Agent to mail mail: (1) to each holder of record (holder, as of immediately prior to the Effective Time, of (1) of a an outstanding certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink Company Common Stock whose shares were converted into (the “Certificates”) or (2) shares of Avanex Company Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(drepresented by book-entry (“Book-Entry Shares”), (i) a customary letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such a customary form and have agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such other provisions shares, for payment of the Merger Consideration set forth in Section 2.1(a); (2) to each holder of a Company Stock Option as Avanex may reasonably specifyof the Effective Time (1) a letter describing the treatment and payment for such Company Stock Option, and (2) instructions for effecting the surrender of such Company Stock Option in exchange for the Options Consideration set forth in Section 2.1(b), ; (ii3) To each holder of a Warrants as of the Effective Time (1) a customary letter of transmittal and (2) instructions for use in effecting the surrender of the Certificates Warrants in exchange for certificates representing whole shares payment of Avanex Common Stockthe Warrants Consideration set forth in Section 2.1(c); and (ii) Each former stockholder of the Company, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon upon surrender of Certificates for cancellation to the Exchange Paying Agent of a Certificate or to such other agent or agents as may be appointed by Avanex, Book-Entry Shares together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto thereto, and such other documents as may reasonably customarily be required by the Exchange Paying Agent, each shall be entitled to receive by check or, if such amount is in excess of $500,000, by wire transfer or delivery of other immediately available funds, an amount of U.S. dollars (after giving effect to any required withholdings pursuant this Section 2.2(c)) equal to the amount of Merger Consideration into which such holder’s shares of Company Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares were converted in accordance with this Article II. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Company Common Stock such amounts as Parent or the Paying Agent are required to withhold or deduct under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax law with respect to the making of such payment. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Stock in respect of whom such deduction and withholding were made by Parent or the Paying Agent. Until surrendered as contemplated by this Section 2.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. No interest will be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares under the provisions of this Article II. (iii) Upon cancellation of a Certificate Company Stock Option, together with the delivery of the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Company or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor certificates representing the number amount of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares cash which such holder has the right to receive pursuant to the provisions of Section 1.5(g2.1(b)(i). (iv) Upon cancellation of a Warrant, together with the delivery of the letter of transmittal, duly executed, and any dividends other documents reasonably required by the Surviving Company or distributions payable pursuant to Section 1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership ofPaying Agent, the number holder of whole shares the Warrant shall be entitled to receive in exchange therefor the amount of Avanex Common Stock issuable pursuant to Section 1.5(a), and cash which such holder has the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to the provisions of Section 1.6(d2.1(c).

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- SpeedFam shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink IPEC Common Stock or IPEC Preferred Stock whose shares were converted into the right to receive shares of Avanex SpeedFam Common Stock pursuant to Section 1.5this Article I, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(l) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex SpeedFam may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex SpeedFam Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(l) and any dividends or other distributions pursuant to Section 1.6(d1.7(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex SpeedFam Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation)Stock, payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g1.6(l) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence the ownership of, of the number of whole full shares of Avanex SpeedFam Common Stock issuable pursuant to Section 1.5(a), into which such shares of IPEC Common Stock or IPEC Preferred Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.6(l) and any dividends or distributions payable pursuant to Section 1.6(d1.7(d).

Exchange Procedures. Promptly after (a) As of the Effective Time, Avanex ------------------- Company shall cause have deposited with the Exchange Agent for the benefit of the holders of shares of Seller Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of Company Stock issuable pursuant to Section 2.3 and funds in an amount not less than the amount of cash payable pursuant to Elections (as hereinafter defined) and to fractional shares of Company Stock which would otherwise be payable in connection with Section 2.3 hereof, but for the operation of Section 2.4 of this Agreement (collectively, the “Exchange Fund”). (b) Company shall direct the Exchange Agent to mail on the Mailing Date (as hereinafter defined) to each holder of record (as of the Effective Time) of a certificate or certificates (the "“Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), ”): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex may reasonably specifyAgent), (ii) an Election Form (as hereinafter defined), and (iii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange AgentCertificates. Upon surrender surrendering of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexCompany, together with such letter letters of transmittal, duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor the consideration provided herein (subject to the provisions of Section 2.7), and the Certificate so surrendered shall forthwith be canceled. In the event a Certificate is surrendered representing Seller Stock, the transfer of ownership which is not registered in the transfer records of Seller, the consideration provided herein will be paid if the Certificate representing such Seller Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.5 and except as provided in subsection (g) hereof, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the consideration provided herein. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Seller should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof, in the discretion of Company, such bond in form and substance and with surety reasonably satisfactory to Company and thereafter shall be entitled to receive the consideration provided herein. No interest shall be paid on the Per Share Cash Consideration (as hereinafter defined). (c) No dividends or other distributions declared or made after the Effective Time with respect to Company Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate who is to receive Company Stock pursuant to the provisions hereof until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate by a holder receiving Company Stock pursuant to the provisions hereof, there shall be paid to the record holder of the certificates representing the number of whole shares of Avanex Common Company Stock issued in exchange therefore, without interest, (after taking into account all Certificates surrendered by i) at the time of such holder) surrender, the amount of any cash payable in lieu of a fractional share of Company Stock to which such holder is entitled pursuant to Section 1.5(a2.4 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Company Stock. (which d) There shall be in uncertificated book entry form unless a physical certificate is requested no further registration of transfers on the stock transfer books of Seller or is otherwise required by applicable law rule or regulation)Company of the shares of Seller Stock, payment in lieu of fractional shares which such holder has were outstanding immediately prior to the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d), and the Certificates so surrendered shall forthwith be canceledEffective Time. Until so surrendered, outstanding Certificates will be deemed from and If after the Effective Time, Certificates are presented to Company for any reason, they shall be canceled and exchanged as provided in this Agreement. (e) Any portion of the Exchange Fund which remains undistributed to the shareholders of Seller following the passage of six months after the Effective Time shall be delivered to Company, upon demand, and any shareholders of Seller who have not theretofore complied with this Section 2.5 shall thereafter look only to Company for payment of their claim for the consideration provided herein. (f) Neither Company nor Seller shall be liable to any holder of shares of Seller Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Company Stock held by it from time to time hereunder, except that it shall receive and hold all corporate purposes, dividends or other distributions paid or distributed with respect to evidence such shares of Company Stock for the ownership of, account of the Persons entitled thereto. Former shareholders of record of Seller who are to receive shares of Company Stock pursuant to the provisions hereof shall be entitled to vote after the Effective Time at any meeting of Company shareholders the number of whole shares of Avanex Common Company Stock issuable pursuant to Section 1.5(a)into which their respective shares of Seller Stock are converted, and the right to receive an amount regardless of cash in lieu of the issuance of any fractional shares whether such holders have exchanged their Certificates for certificates representing Company Stock in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)the provisions of this Agreement.

Exchange Procedures. Promptly (a) At or prior to the Effective Time, Summit shall deposit, or shall cause to be deposited, with Registrar and Transfer Company or a bank or trust company designated by Summit and reasonably satisfactory to GAFC (the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of GAFC Common Stock ("Old Certificates"), for exchange in accordance with this Article IV, (i) certificates representing the shares of Summit Common Stock ("New Certificates") and (ii) an amount of cash necessary for payments required by Section 4.03 (the "Exchange Fund"). The Exchange Fund will be distributed in accordance with the Exchange Agent's normal and customary procedures established in connection with merger transactions. (b) As soon as practicable after the Effective Time, Avanex ------------------- and in no event later than five business days thereafter, Summit shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate one or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), (i) more Old Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent Agent) and shall be in such form and have such other provisions as Avanex may reasonably specify), (ii) instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing whole shares New Certificates, if any, that the holders of Avanex Common Stockthe Old Certificates are entitled to receive pursuant to Article IV, any cash in lieu of any fractional shares into which the shares of GAFC Common Stock represented by the Old Certificates shall have been converted pursuant to this Agreement and any payment required pursuant to Section 1.5(g2.02(b) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agentof this Agreement. Upon proper surrender of Certificates an Old Certificate for exchange and cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexAgent, together with such properly completed letter of transmittal, duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate such Old Certificates shall be entitled to receive in exchange therefor certificates therefore (i) a New Certificate representing the that number of whole shares of Avanex Summit Common Stock (after taking into account all Certificates surrendered by such holder) to which that such holder is entitled has the right to receive pursuant to Section 1.5(aArticle IV, if any, (ii) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment check representing the amount of any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificates surrendered pursuant to the provisions of this Article IV, and (iii) any payment required by Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d2.02(b), and the Old Certificates so surrendered shall forthwith be canceled. Until so surrenderedcancelled. (c) Neither the Exchange Agent, outstanding Certificates will if any, nor any party hereto shall be deemed from and liable to any former holder of GAFC Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to Summit Common Stock with a record date occurring after the Effective Time, for all corporate purposes, Time shall be paid to evidence the ownership of, the number holder of whole any unsurrendered Old Certificate representing shares of Avanex GAFC Common Stock issuable pursuant to Section 1.5(a), and converted in the Merger into the right to receive an amount shares of such Summit Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefore in accordance with the procedures set forth in this Section 4.04. After becoming so entitled in accordance with this Section 4.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions by the Exchange Agent, without any interest thereon, which theretofore had become payable with respect to shares of Summit Common Stock such holder had the right to receive upon surrender of the Old Certificates. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of GAFC for twelve months after the Effective Time shall be paid to Summit. Any stockholders of GAFC who have not theretofore complied with this Article IV shall thereafter look only to Summit for payment of the Merger Consideration, cash in lieu of the issuance of any fractional shares and unpaid dividends and distributions on Summit Common Stock deliverable in accordance with Section 1.5(g) and any dividends or distributions payable respect of each share of GAFC Common Stock such stockholder holds as determined pursuant to Section 1.6(d)this Agreement, in each case, without any interest thereon. (f) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if reasonably required by Summit or the Exchange Agent, the posting by such person of a bond in such amount as Summit may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Avanex ------------------- shall cause Parent will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parent may reasonably specifyspecify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agentevidencing Parent Shares. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto executed, and such other customary documents as may reasonably be required by pursuant to such instructions, the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares Parent Shares which such holder has the right to receive in accordance with the provisions of Avanex Common Stock Section 1.7(a) (after taking into account all Certificates surrendered as adjusted, if applicable, pursuant to Section 1.15(b)) in respect of the Shares formerly evidenced by such holderCertificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation1.8(c), payment and (C) cash in lieu respect of fractional shares which such holder has as provided in Section 1.7(f) (the right to receive pursuant to Section 1.5(g) Parent Shares, dividends, distributions and any dividends or distributions payable pursuant to Section 1.6(dcash being, collectively, the "Merger Consideration"), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, the Merger Consideration may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.8(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented Shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.7(f), to evidence the ownership of, of the number of whole full Parent Shares into which such shares of Avanex Company Common Stock issuable pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)shall have been so converted.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- and in no event more than three (3) business days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "“Certificates") that ”), which immediately prior to the Effective Time represented outstanding shares of Oplink Common Company Capital Stock whose shares were converted into the right to receive shares of Avanex Parent Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), 1.6: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Parent and shall be in such form and have contain such other customary provisions as Avanex Parent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) Stock and any dividends or other distributions pursuant to Section 1.6(d1.7(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu their shares of fractional shares which such holder has Company Capital Stock were converted into the right to receive pursuant to Section 1.5(g) at the Effective Time and any dividends or distributions payable pursuant to Section 1.6(d1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of, right to receive the applicable number of whole shares of Avanex Parent Common Stock (or Common Stock issuable upon conversion of Common Stock) issuable pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d)1.6.

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- Arch shall cause its transfer agent or another exchange agent selected by Arch with PageNet's prior approval (the "Exchange Agent Agent"), which shall not be unreasonably withheld, to mail to each holder of record (as of the Effective Time) Time of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Oplink Common Stock whose shares were converted into shares of Avanex Common Stock pursuant to Section 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), Certificate: (i) a letter of transmittal (which shall specify specifying that delivery of the Certificates shall be effected, and that risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent in accordance with the terms and shall conditions of such letter of transmittal, such letter of transmittal to be in such form and have such other provisions as Avanex Arch and PageNet may reasonably specify), agree; and (ii) instructions for use exchanging the Certificates for: (A) certificates representing shares of Arch Common Stock; and (B) any unpaid dividends and other distributions due to such holder with respect to such shares, including, with respect to holders of PageNet Shares at the Spinoff Record Date (as defined in effecting Section 6.22), the Distributed Interests (as defined in Section 6.22). Subject to Section 4.2(g), upon proper surrender of the Certificates in exchange a Certificate for certificates representing whole shares cancellation (or affidavits of Avanex Common Stock, cash loss in lieu of any fractional shares pursuant to Section 1.5(gthereof) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Avanex, together with such letter of transmittal, duly completed and validly executed in accordance with executed, the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, each holder of a such Certificate shall be entitled to receive in exchange therefor therefor: (x) a certificate representing that number of shares of Arch Common Stock that such holder is entitled to receive pursuant to this Article IV and, with respect to PageNet Shares at the Spinoff Record Date, certificates representing the number of whole shares of Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which Distributed Interests that such holder is entitled pursuant to Section 1.5(a6.22; and (y) a check in the amount (which shall be in uncertificated book entry form unless a physical certificate is requested after giving effect to any required tax withholdings) of any dividends or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which other distributions that such holder has the right to receive pursuant to Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of, the number provisions of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d).this

Exchange Procedures. Promptly after the Effective Time, Avanex ------------------- and in any event within twenty (20) business days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Oplink Common Company Capital Stock whose shares were converted into the right to receive shares of Avanex Parent Common Stock pursuant to Section 1.51.6(b), cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(e) and any dividends or other distributions payable pursuant to Section 1.6(d), 1.8(d): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Avanex Parent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Avanex Parent Common StockStock pursuant to Section 1.6(b), cash in lieu of any fractional shares pursuant to Section 1.5(g1.6(e) and any dividends or other distributions payable pursuant to Section 1.6(d1.8(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AvanexParent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and thereto, the holders of such other documents as may reasonably be required by the Exchange Agent, each holder of a Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Avanex Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation1.6(b), payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 1.5(g1.6(e) and any dividends or distributions payable pursuant to Section 1.6(d1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.8(d) as to the payment of dividends, to evidence the ownership of, of the number of whole full shares of Avanex Parent Common Stock issuable pursuant to Section 1.5(a), into which such shares of Company Capital Stock shall have been so converted and the right to receive an amount of in cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g1.6(e) and any dividends or distributions payable pursuant to Section 1.6(d1.8(d).