REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of November
30, 1998 by and between EMCORE Corporation, a New Jersey corporation (the "Company"), and Hakuto Co.
Ltd., Uniroyal Technology Corporation and Union Miniere Inc. (each a "Purchaser" and collectively, the
"Purchasers") pursuant to the Purchase Agreement, dated as of November 30, 1998 ("the Purchase
Agreement"), between the Company and the Purchasers. In order to induce the Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase Agreement.
The Company agrees as follows:
1. DEFINITIONS. Capitalized terms used herein without definition shall have their respective meanings set forth
in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
AFFILIATE: "Affiliate" means, with respect to any specified person, (i) any other person directly or indirectly
controlling or controlled by, or under direct or indirect common control with, such specified person or
(ii) any officer or director of such other person. For purposes of this definition, the term "control" (including the
terms "controlled by" and "under common control with") of a person means the possession, direct or indirect, of
the power (whether or not exercised) to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.
BUSINESS DAY: Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in the City of New York are authorized or obligated by law or executive order to close.
CERTIFICATE OF DESIGNATION: The Certificate of Amendment to Designate the Series I Preferred Stock,
filed with the Secretary of State of New Jersey on November 19, 1998.