EXHIBIT 10.31
[EXECUTION COPY]
AMENDMENT NO. 2 TO REGISTRATION AGREEMENT
THIS AMENDMENT NO. 2 TO REGISTRATION AGREEMENT (this "Amendment"), dated as
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of July 23, 1999, is by and among E-Tek Dynamics, Inc., a Delaware corporation
(the "Company"), Summit Ventures IV, L.P., a Delaware limited partnership
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("Summit Ventures"), Summit Subordinated Debt Fund II, L.P., a Delaware limited
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partnership ("SSDF"), and Summit Investors III, L.P., a Delaware limited
partnership (together with Summit Ventures and SSDF, the "Summit Investors"),
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
WHEREAS, the parties hereto are parties to that certain Registration
Agreement, dated as of July 23, 1997 (as amended, the "Registration Agreement"),
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by and among the Company, the parties listed as Investors on the Schedule of
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Investors attached thereto (including the Summit Investors, the "Investors") and
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▇▇▇▇▇▇▇ ▇▇▇▇▇ Pan, ▇▇▇▇ ▇▇▇▇ Pan and the J.J. & ▇▇▇▇▇▇▇ Pan Revocable Trust
(collectively, the "Founders");
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WHEREAS, the Summit Investors are the holders of a majority of the Investor
Registrable Securities (as defined in the Registration Agreement);
WHEREAS, the Company and the Summit Investors desire to enter into this
Amendment in order to clarify certain provisions of the Registration Agreement;
WHEREAS, the prior written consent of the holders of a majority of the
Founder Registrable Securities (as defined in the Registration Agreement) is not
required pursuant hereto since such holders are not adversely affected hereby;
and;
WHEREAS, capitalized terms used herein and not defined herein have the
meanings given to such terms in the Registration Agreement.
NOW, THEREFORE, in order to clarify and confirm certain provisions of the
Registration Agreement, the parties hereto hereby acknowledge and agree as
follows:
1. The Investor Registrable Securities currently held by the Summit
Investors were acquired by the Summit Investors from Summit/E-Tek Holdings, LLC,
a Delaware limited liability company ("Summit/E-Tek Holdings"). As such, the
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provisions of the Registration Agreement which were for the benefit of
Summit/E-Tek Holdings as the former holder of such Investor Registrable
Securities are currently for the benefit of, and enforceable by, the Summit
Investors as the subsequent holders of such Investor Registrable Securities
pursuant to paragraph 9(d) of the Registration Agreement. The Summit Investors
agree to be bound by all of the covenants and agreements in the Registration
Agreement in respect of such Investor Registrable Securities.
2. As to any particular Investor Registrable Securities described in
paragraph 8(b) of the Registration Agreement, such securities shall cease to be
Investor Registrable Securities when they have been distributed (whether before
or after the date of this Amendment), by any of the Summit Investors to their
partners so that, e.g., the holders of those securities so distributed shall not
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have any registration rights under the Registration Agreement with respect to
such securities (except that any Investor Registrable Securities distributed by
any of the Summit Investors to their partners
subsequent to the date hereof and prior to the effective date of the Company
next registered public offering of Common Stock which occurs within 45 days
following the date hereof shall be subject to the same underwriters' lock-up
agreement as may apply to the Investor Registrable Securities with respect to
such offering).
3. This Amendment may be executed in two or more counterparts (including
by means of telecopied signature pages), any one of which need not contain the
signature of more than one party, but all of such counterparts taken together
shall constitute one and the same Amendment.
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment as of the date first written above.
E-TEK DYNAMICS INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Its: President and CEO
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SUMMIT VENTURES IV, L.P.
By: Summit Partners IV, L.P.
Its: General Partner
By: Stamps, ▇▇▇▇▇▇▇ & Co. IV
Its: General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its: General Partner
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SUMMIT SUBORDINATED DEBIT FUND II, L.P.
By: Summit SD, LLC
Its: General Partner
By: Stamps, ▇▇▇▇▇▇▇ & Co. IV
Its: General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its: General Partner
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SUMMIT INVESTORS III, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its: General Partner
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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