Preview | Registration Rights Agreement |

VIXEL CORPORATION

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this Agreement) is made as of the 14th day of February, 2003 by and among Vixel Corporation, a Delaware corporation (the Company) and the holders of Series B Convertible Preferred Stock of the Company, par value $0.001 per share (the Series B Preferred Stock) listed on Exhibit A hereto (the Investors).

RECITALS

WHEREAS, the Company and the Investors are entering into a Series B Convertible Preferred Stock and Warrant Purchase Agreement (the Series B Purchase Agreement) of even date herewith pursuant to which the Company shall sell to the Investors and the Investors shall purchase from the Company shares of the Companys Series B Preferred Stock and Warrants (the Warrants) to purchase shares of the Companys Common Stock, par value $0.0015 per share (the Common Stock). A condition to the Investors obligations under the Series B Purchase Agreement is that the Company and the Investors enter into this Agreement in order to provide the Investors certain rights to register shares of the Common Stock, issuable upon conversion of the Preferred Stock and exercise of the Warrants held by the Investors.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Company and the Investors hereby agree as follows:

AGREEMENT

The parties hereby agree as follows:

1. Registration Rights. The Company and the Investors covenant and agree as follows:

1.1 Definitions. For purposes of this Section 1:

(a) The terms register, registered, and registration refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act of 1933, as amended (the Securities Act), and the declaration or ordering of effectiveness of such registration statement or document;

(b) The term Registrable Securities means (i) the shares of Common Stock issuable or issued upon conversion of the Companys Series B Preferred Stock or exercise of the Warrants, other than shares for which registration rights have terminated pursuant to Section 1 hereof, (ii) any other shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the securities listed in (i), or (iii) any other shares of Common Stock of the Company issued as a result of the provisions related to the failure by the Company to file and/or have declared effective a registration statement pursuant to Section 1.2 hereof; provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which his or her rights under this Agreement are not assigned. Notwithstanding the foregoing, Common Stock or other securities shall only be treated as Registrable Securities if and so long

as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale;

(c) The number of shares of Registrable Securities then outstanding shall be determined by the number of shares of Common Stock outstanding which are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities which are, Registrable Securities;

(d) The term Holder means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 1 of this Agreement;

(e) The term Form S-3 means such form under the Securities Act as in effect on the date hereof or any successor form under the Securities Act that permits significant incorporation by reference of the Companys subsequent public filings under the Securities Exchange Act of 1934, as amended (the Exchange Act);

(f) The term Registration Expenses means all expenses incurred by the Company in complying with Sections 1.2, 1.3 and 1.4 hereof, including without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements not to exceed thirty-five thousand dollars ($35,000.00) of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company); and

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