EXHIBIT 10.31
AMENDMENT NO. 1 TO
CONVERTIBLE PROMISSORY NOTE
THIS
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE DATED APRIL 8, 2005
(this “ Amendment ”) is entered into as of
June 21, 2005, by and between Finisar Corporation, a Delaware
corporation (the “ Company ”), and Steven Bucher
(“ Holder ”).
RECITALS
A. The
parties hereto, I-Robot Acquisition Corp, a Minnesota corporation
and a wholly-owned subsidiary of the Company (“ Sub
”), and I-TECH CORP., a Minnesota corporation (“
I-TECH ”), entered into an Agreement and Plan of
Merger dated April 7, 2005 (the “ Merger
Agreement ”), pursuant to which Sub was merged with and
into I-TECH, with I-TECH surviving as a wholly-owned subsidiary of
the Company;
B. In
connection with the transactions contemplated by the Merger
Agreement, the Company issued to Holder a Convertible Promissory
Note dated April 8, 2005 (the “ Note ”),
pursuant to which the Company promised to pay Holder the principal
sum of $11,061,000, together with interest on the outstanding
principal balance of the Note at a rate of 3.35% per
annum;
C. On
May 12, 2005, $4,507,077.45, the Initial Conversion Amount (as
defined in the Note), and accrued interest outstanding as of that
date was converted into 3,652,756 shares of the Company’s
common stock;
D. Pursuant
to Section 3.1(b) of the Note, the Holder has the right to
select up to two (2) Subsequent Conversion Events (as defined in
the Note) prior to September 12, 2005 on which to convert the
remaining principal balance outstanding under the Note into shares
of the Company’s common stock;
E. Pursuant
to Section 5 of the Note, the Note may only be amended or
modified by written instruments signed by the Company and Holder;
and
F. The
parties hereto desire to amend Section 3.1(b) of the Note to
provide that the Holder can select up to five (5) Subsequent
Conversion Events.
NOW,
THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties agree as follows:
1.
Definitions . Unless otherwise defined or specifi
