Stockholders Agreement

STOCKHOLDERS' AGREEMENT

Between

AVANEX CORPORATION,

ALCATEL

and

CORNING INCORPORATED

Dated as of July 31, 2003


TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 1.1 Certain Definitions 1 ARTICLE 2 STANDSTILL AND RELATED COVENANTS 5 2.1 Standstill Provisions 5 2.2 Voting 6 ARTICLE 3 RESTRICTIONS ON TRANSFER OF SECURITIES; COMPLIANCE WITH SECURITIES LAWS 6 3.1 Restrictions on Transfer 6 3.2 Restrictive Legends 9 3.3 Procedures for Certain Transfers 9 3.4 Covenant Regarding Exchange Act Filings 10 ARTICLE 4 REGISTRATION RIGHTS 11 4.1 Initial Registration; Demand Registration 11 4.2 Piggyback Registration 12 4.3 Registration Procedures, Rights and Obligations 14 4.4 Expenses 17 4.5 Indemnification 17 4.6 Issuances by Avanex or Other Holders 18 4.7 Information by the Stockholders 19 4.8 Market Standoff Agreement 19 4.9 Restrictions on Transfer 19 4.10 Termination 19 ARTICLE 5 RIGHT OF FIRST REFUSAL 19 ARTICLE 6 BOARD OF DIRECTORS 21 6.1 Election of Directors 21 6.2 Replacement Directors 21 6.3 Resignation of Directors 21 ARTICLE 7 REPRESENTATIONS AND WARRANTIES 22 7.1 Representations and Warranties of Avanex 22 7.2 Representations and Warranties of Corning 22 7.3 Representations and Warranties of Alcatel 23 ARTICLE 8 MISCELLANEOUS 23 8.1 Amendment; Waiver 23 8.2 Notices 24 8.3 Interpretation 25 8.4 Counterparts 25 8.5 Entire Agreement; Third-Party Beneficiaries 25

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Page 8.6 Severability 25 8.7 Other Remedies; Specific Performance 25 8.8 Governing Law; Jurisdiction 26 8.9 Rules of Construction 26 8.10 Assignment 26 8.11 Waiver of Jury Trial 27 8.12 Further Assurances 27 8.13 Automatic Adjustments to Share Numbers 27 8.14 Liability 27

Schedules

Schedule I Alcatel Competitors

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STOCKHOLDERS' AGREEMENT

THIS STOCKHOLDERS' AGREEMENT (the " Agreement") is made and entered into as of July 31, 2003, among Avanex Corporation, a Delaware corporation (" Avanex"), Alcatel, a socie9te9 anonyme with a capital of 2,529,416,996 euros, its registered office at 54, rue La Boe9tie 75008, Paris, France and registered in the Registry of Commerce and Companies under number 542019096 (" Alcatel"), and Corning Incorporated, a New York corporation (" Corning"). Corning and Alcatel are together referred to herein as the " Stockholders ," and each of them is referred to herein as a " Stockholder ."

RECITALS

A. Pursuant to the terms of a Share Acquisition and Asset Purchase Agreement, dated as of May 12, 2003 (the " Purchase Agreement"), by and among Avanex, Alcatel and Corning, (1) Avanex will acquire from Alcatel, and Alcatel will sell to Avanex, all of the issued and outstanding share capital of Alcatel Optronics SA in consideration for which Avanex shall issue to Alcatel shares of Avanex Common Stock (the " Alcatel Shares"), upon the terms and subject to the conditions set forth in the Purchase Agreement, and (2) Avanex will purchase from Corning, and Corning will sell to Avanex, certain assets of Corning, in consideration for which Avanex shall issue to Corning or any of its Affiliates shares of Avanex Common Stock (the " Corning Shares ," and together with the Alcatel Shares, the " Consideration Shares"), upon the terms and subject to the conditions set forth in the Purchase Agreement.

B. The Purchase Agreement provides for the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and conditions herein and in the Purchase Agreement, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Certain Definitions. As used in this Agreement:

(a) " Affiliate" or " affiliate" shall have the meaning provided in Rule 144(a)(1) under the Securities Act.

(b) " Alcatel" has the meaning set forth in the preamble hereto and includes any Person controlling Alcatel.

(c) " Alcatel Shares" has the meaning set forth in the recitals hereto.


(d) " Avanex" has the meaning set forth in the preamble hereto.

(e) " Avanex Securities" means all shares of capital stock of Avanex, and all options, warrants, convertible securities or other rights to acquire any shares of capital stock of Avanex or securities or instruments exchangeable or exercisable for, or convertible into, shares of capital stock of Avanex. (f) " Avanex Transaction Proposal" has the meaning set forth in Section 2.1(b). (g) " Board" means the Board of Directors of Avanex. (h) " Beneficial ownership" or " beneficial owner" has the meaning provided in Rule 13d-3 under the Exchange Act. References to ownership of Voting Securities hereunder mean record or beneficial ownership. (i) " Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, California or Paris, France are authorized by law to close. (j) " Corning" has the meaning set forth in the preamble hereto and includes any Person controlling Corning. (k) " Corning Designee" has the meaning set forth in Section 6.1. (l) " Corning Shares" has the meaning set forth in the recitals hereto. (m) " Consideration Shares" has the meaning set forth in the recitals hereto. (n) " Cumulative Basis" has the meaning set forth in Section 3.1(b)(i). (o) " Demanding Stockholder" has the meaning set forth in Section 4.1(b). (p) " Demand Managing Underwriter" has the meaning set forth in Section 4.3(d). (q) " Demand Market Cut-Back" has the meaning set forth in Section 4.3(e). (r) " Demand Registrable Securities" has the meaning set forth in Section 4.1(b). (s) " Demand Registration Statement" has the meaning set forth in Section 4.1(b). (t) " Demand Request" has the meaning set forth in Section 4.1(b). (u) A Person shall be deemed to have effected a " Disposition" of a security if such Person, directly or indirectly, (i) offers to sell, contracts to sell, makes any short sale of, or otherwise sells, disposes of, loans, gifts, pledges, assigns, encumbers or grants any options or rights with respect to, such security or any interest therein or any security convertible into or exchangeable or exercisable for any such security, (ii) enters into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such security, or (iii) enters into any agreement or understanding with respect to the foregoing.

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(v) " Exchange Act" means the United States Securities Exchange Act of 1934, as amended. (w) " Financial Arbitrator" shall mean a nationally recognized investment banking firm. (x) " First Quarter" has the meaning set forth in Section 3.1(b)(i). (y) " First Release Period" has the meaning set forth in Section 3.1(b)(i). (z) " Fourth Quarter" has the meaning set forth in Section 3.1(b)(i). (aa) " Group" or " group" shall have the meaning provided in Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder, but shall exclude any institutional underwriter purchasing Voting Securities in connection with an underwritten registered offering for purposes of a distribution of such securities. (bb) " Indemnified Party" has the meaning set forth in Section 4.5(c). (cc) " Indemnifying Party" has the meaning set forth in Section 4.5(c). (dd) " Initial Lock-Up Period" means the period ending two Business Days prior to the first anniversary of the Share Acquisition Closing, in the case of Alcatel, and the Asset Purchase Closing, in the case of Corning. (ee) " Initial Registration Statement" has the meaning set forth in Section 4.1(a). (ff) " Lock-Up Exceptions" has the meaning set forth in Section 3.1(a). (gg) " New Securities" has the meaning set forth in Article 5. (hh) " Participating Stockholder" has the meaning set forth in Section 4.2(b). (ii) " Person" shall mean any Person, individual, corporation, partnership, trust, limited liability company or other non-governmental entity or any governmental agency, court, authority or other body (whether foreign, federal, state, local or otherwise). (jj) " Piggyback Registrable Securities" has the meaning set forth in Section 4.2(a). (kk) " Piggyback Registration Statement" has the meaning set forth in Section 4.2(a). (ll) " Piggyback Request" has the meaning set forth in Section 4.2(a). (mm) " Piggyback Underwriting Agreement" has the meaning set forth in Section 4.2(b). (nn) " Public Offering Lock-Up" has the meaning set forth in Section 4.8.

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(oo) " Purchase Agreement" has the meaning set forth in the recitals hereto. (pp) " Quarter" has the meaning set forth in Section 3.1(b)(i). (qq) " Register," " registered" and " registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. (rr) " Registrable Securities" means (i) the Alcatel Shares, (ii) the Corning Shares and (iii) any securities issued in respect of the foregoing as a result of any stock split, stock dividend, recapitalization, or similar transaction. (ss) " Restricted Securities" has the meaning set forth in Section 3.2(a). (tt) " Securities Act" means the United States Securities Act of 1933, as amended. (uu) " SEC" means the United States Securities and Exchange Commission or any other United States federal agency administering the Securities Act. (vv) " Second Quarter" has the meaning set forth in Section 3.1(b)(i). (ww) " Standstill Period" has the meaning set forth in Section 2.1. (xx) " Stockholders" and " Stockholder" have the meanings set forth in the preamble hereto. (yy) " Substitute Director" has the meaning set forth in Section 6.2. (zz) " Suspension Condition" has the meaning set forth in Section 4.3(g). (aaa) "Suspension Period" has the meaning set forth in Section 4.3(g). (bbb) " Third Quarter" has the meaning set forth in Section 3.1(b)(i). (ccc) " Voting Securities" means all securities of Avanex entitled, in the ordinary course, to vote in the election of directors of Avanex, and all options, warrants, convertible securities or other rights to acquire any securities of Avanex or securities or instruments exchangeable or exercisable for, or convertible into, securities of Avanex; provided that Voting Securities shall not include stockholder rights or other comparable securities that acquire such voting rights only upon the happening of a trigger event or comparable contingency and which can only be transferred together with the securities to which they attach. References herein to meetings of holders of Voting Securities shall include meetings of any class or type thereof. All capitalized terms used and not defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement.

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ARTICLE 2

STANDSTILL AND RELATED COVENANTS

2.1 Standstill Provisions. Beginning on the date of this Agreement until the third anniversary of the Share Acquisition Closing, in the case of Alcatel, or the Asset Purchase Closing, in the case of Corning (in each case, as applicable to such Stockholder, the " Standstill Period"), without the prior written consent of the Board or approval by vote at a meeting of the Board (excluding, in the case of Corning, the Corning Designee), each Stockholder covenants and agrees not to, and that it shall not cause or permit its respective Affiliates to, directly or indirectly, alone or in concert with any other Affiliate, group or Person:

(a) except for the Alcatel Shares and the Corning Shares, acquire, offer or propose to acquire or agree to acquire, directly or indirectly, whether through market purchases, tender or exchange offer, acquisition of control (including by way of merger or consolidation) or otherwise, record or beneficial ownership of, or the right to vote, any Avanex Securities; provided, however, that the prior written consent of the Board shall not be required for (i) the acquisition of any Avanex Securities resulting from a stock split, stock dividend or similar recapitalization by Avanex, or (ii) incidental indirect investments made by employee benefit plan-related trusts; (b) propose or seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange or other disposition of substantially all of the assets of, or other business combination involving, or a tender or exchange offer for securities of, Avanex or any of its subsidiaries or any material portion of Avanex's or such subsidiary's business or assets, or any other type of transaction that would result in the stockholders of Avanex immediately preceding such transaction holding, directly or indirectly, less than fifty percent (50%) of the equity interests in the surviving or resulting entity of such transaction or in any parent entity immediately following such transaction (any such action in this Section 2.1(b) being referred to herein as an " Avanex Transaction Proposal"); (c) publicly seek to exercise any control or influence over the management of Avanex or the Board or any of the businesses, operations or policies of Avanex, provided, however, that the Corning Designee may take any action necessary in order for such designee to fulfill his or her fiduciary obligations to the stockholders of Avanex; (d) solicit proxies (or written consents) or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents), or otherwise become a " participant" in a " solicitation ," or assist any " participant" in a " solicitation" (as such terms are defined under the Exchange Act) in opposition to the recommendation or proposal of the Board; or (e) except as contemplated herein, form, join in or in any other way (including by deposit of Avanex Securities) participate in a "group" with unaffiliated Persons, or in a partnership, pooling agreement, syndicate or voting trust, with respect to any of Avanex Securities, or enter into any agreement or arrangement or otherwise act in concert with any other unaffiliated Person, for the purpose of acquiring, holding, voting or disposing of any of Avanex Securities; provided, however,

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that the provisions of this Section 2.1 shall not apply to any acquisition by Alcatel or any of its Affiliates, or by Corning or any of its Affiliates, of up to five percent (5%) in the aggregate of Avanex Securities pursuant to an acquisition, business combination or merger with an entity that holds Avanex Securities on the date of the closing of such acquisition, business combination or merger.

2.2 Voting. Without the prior written consent of the full Board:

(a) For so long as Corning, together with its Affiliates, owns 5% or more of the outstanding Voting Securities, (i) Corning shall take such action (and shall cause each Affiliate of Corning that beneficially owns Voting Securities to take such action) as may be required so that all Voting Securities beneficially owned by Corning (or any such Affiliate of Corning) from time to time are voted on all matters to be voted on by holders of Voting Securities in the manner recommended by a majority of the Board, and (ii) Corning (or any Affiliate of Corning), as the holder of Voting Securities, shall be present, in Person or by proxy, at all meetings of the stockholders of Avanex so that all Voting Securities beneficially owned by Corning (or such Affiliate of Corning) from time to time may be counted for the purposes of determining the presence of a quorum at such meetings.

(b) For so long as Alcatel owns 5% or more of the outstanding Voting Securities, (i) Alcatel shall take such action (and shall cause each Affiliate of Alcatel that beneficially owns Voting Securities to take such action) as may be required so that all Voting Securities beneficially owned by Alcatel (or any such Affiliate of Alcatel) from time to time are voted on all matters to be voted on by holders of Voting Securities in the manner recommended by the Board; and (ii) Alcatel (or any Affiliate of Alcatel), as the holder of Voting Securities, shall be present, in Person or by proxy, at all meetings of the stockholders of Avanex so that all Voting Securities beneficially owned by Alcatel (or such Affiliate of Alcatel) from time to time may be counted for the purposes of determining the presence of a quorum at such meetings; provided that the foregoing voting obligations of Alcatel shall not apply with respect to any Avanex Transaction Proposal between Avanex and any competitor of Alcatel listed on Schedule I hereto.

(c) The foregoing provisions shall also apply to the execution by Corning (or any Affiliate of Corning) or Alcatel, as the case may be, of any written consent in lieu of a meeting of holders of Voting Securities.

ARTICLE 3

RESTRICTIONS ON TRANSFER OF SECURITIES; COMPLIANCE WITH SECURITIES LAWS

3.1 Restrictions on Transfer.

(a) During the Initial Lock-Up Period, each Stockholder covenants and agrees that it shall not, and shall not cause or permit any of its respective Affiliates to, effect any Disposition with respect to any Avanex Securities now owned or hereafter acquired, or with respect to which Corning

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or Alcatel (or any of their respective Affiliates) has or hereafter acquires the power of disposition, subject to the following exceptions for Dispositions (the " Lock-Up Exceptions"):

(i) to any Person or group approved in writing in advance by the Board;

(ii) to its Affiliate, so long as such Affiliate agrees in writing (in form reasonably acceptable to Avanex) to hold such Avanex Securities subject to all the provisions of this Agreement, and so agrees to transfer such Avanex Securities to Corning or Alcatel, as the case may be, or another Affiliate of Corning or Alcatel, as the case may be, if it ceases to be an Affiliate of Corning or Alcatel, as the case may be; and

(iii) in response to a tender offer or exchange offer made by Avanex or recommended by the Board, or pursuant to a merger, consolidation or other business combination involving Avanex approved by the Board.

(b) Following the expiration of the Initial Lock-Up Period, the following restrictions on transfer shall apply:

(i) In each case subject to the continued application of the Lock-Up Exceptions: (A) from the expiration of the Initial Lock-Up Period until the end of the calendar quarter in which the Initial Lock-Up Period expires (the " First Release Period"), Corning may effect Dispositions of up to 10% of the Corning Shares, (B) in the first calendar quarter following the expiration of the First Release Period (the " First Quarter"), but in any event at least 30 calendar days after the last Disposition effected by Corning during the First Release Period, Corning may effect Dispositions of up to an additional 10% of the Corning Shares on a Cumulative Basis (as defined below) such that, at the end of the First Quarter, Corning holds at least 80% of the Corning Shares, (C) in the second calendar quarter following the expiration of the First Release Period (the " Second Quarter"), Corning may effect Dispositions of up to an additional 10% of the Corning Shares on a Cumulative Basis such that, at the end of the Second Quarter, Corning holds at least 70% of the Corning Shares, (D) in the third calendar quarter following the expiration of the First Release Period (the " Third Quarter"), Corning may effect Dispositions of up to an additional 10% of the Corning Shares on a Cumulative Basis such that, at the end of the Third Quarter, Corning holds at least 60% of the Corning Shares, (E) in the fourth calendar quarter following the expiration of the First Release Period (the " Fourth Quarter ," and each of the First Quarter, Second Quarter, Third Quarter and Fourth Quarter, a " Quarter"), Corning may effect Dispositions of up to an additional 10% of the Corning Shares on a Cumulative Basis such that, at the end of the Fourth Quarter, Corning holds at least 50% of the Corning Shares, and (F) following the expiration of the Fourth Quarter, there will be no further restrictions on Dispositions by Corning pursuant to this Agreement. For purposes of this Section 3.1, " Cumulative Basis" means that, in any given calendar quarter, the Stockholder may transfer the number of Consideration Shares permitted to be transferred in that calendar quarter plus a number of Consideration Shares equal to the difference between (x) the aggregate maximum number of Consideration Shares permitted to be transferred in the previous calendar quarter(s) and (y) the number of Consideration Shares actually transferred by the relevant Stockholder.

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(ii) In each case subject to the continued application of the Lock-Up Exceptions: (A) during the First Release Period, Alcatel may effect Dispositions of up to 10% of the Alcatel Shares, (B) in the First Quarter, but in any event at least 30 calendar days after the last Disposition effected by Alcatel during the First Release Period, Alcatel may effect Dispositions of up to an additional 10% of the Alcatel Shares on a Cumulative Basis such that, at the end of the First Quarter, Alcatel holds at least 80% of the Alcatel Shares, (C) in the Second Quarter, Alcatel may effect Dispositions of up to an additional 10% of the Alcatel Shares on a Cumulative Basis such that, at the end of the Second Quarter, Alcatel holds at least 70% of the Alcatel Shares, (D) in the Third Quarter, Alcatel may effect Dispositions of up to an additional 10% of the Alcatel Shares on a Cumulative Basis such that, at the end of the Third Quarter, Alcatel holds at least 60% of the Alcatel Shares, (E) in the Fourth Quarter, Alcatel may effect Dispositions of up to an additional 10% of the Alcatel Shares on a Cumulative Basis such that, at the end of the Fourth Quarter, Alcatel holds at least 50% of the Alcatel Shares, and (F) following the expiration of the Fourth Quarter, there will be no further restrictions on Dispositions by Alcatel pursuant to this Agreement. Notwithstanding the foregoing, during the Quarter ending December 31, 2004 (the " December Quarter") Alcatel may effect a Disposition or series of Dispositions of Alcatel Shares (" Significant Dispositions") which relate to, in the aggregate, greater than 10% of the Alcatel Shares, provided that, at the end of the December Quarter, Alcatel will continue to hold at least that number of Alcatel Shares equal to the product of (A) the lesser of (i) the actual number of shares of Avanex Common Stock outstanding at the end of the December Quarter or (ii) a mutually agreed upon reasonable estimate of the minimum number of shares of Avanex Common Stock to be outstanding at the end of the December Quarter multiplied by (B) .199; provided, however , that in the event that, during the December Quarter, Alcatel intends to effect Significant Dispositions, not less than sixty (60) days prior to such Significant Disposition Alcatel and Avanex shall discuss, and agree to, reasonable measures to enable such Significant Dispositions to be made in an orderly manner and to minimize the effect of such Significant Disposition on the public market for Avanex Common Stock, which measures shall include block trades, privately negotiated transactions and underwritten offerings, or any combination thereof; provided, further , that in the event that Alcatel and Avanex do not agree to such measures within a reasonable period, Alcatel and Avanex shall refer the matter to a Financial Arbitrator. The Financial Arbitrator shall be instructed to select the most appropriate available measures to enable such Significant Disposition to be made in an orderly manner and to minimize the effect of such Significant Disposition on the public market for Avanex Common Stock. Following the determination of such measures, the Significant Disposition shall only be made in accordance with the manner(s) of sale selected by the Financial Arbitrator. In the event that Alcatel effects a Significant Disposition in the December Quarter, Alcatel may only effect Dispositions in the Quarter following the December Quarter to the extent that, at the end of such Quarter, Alcatel will hold at least 70% of the Alcatel Shares.

(c) Any Disposition by Corning or Alcatel or any of their respective Affiliates of any Avanex Securities shall be subject in each case to compliance with the Securities Act, including Rule 144 under the Securities Act, and, if applicable, the reasonable requirements of Avanex's transfer agent with respect to sales of securities pursuant to Rule 144. (d) Notwithstanding anything in this Agreement to the contrary, during the Standstill Period each Stockholder covenants and agrees that it shall not, and shall not cause or permit any of its respective Affiliates to, make any Disposition to: (A) any Person or group that has (1) announced

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or commenced an unsolicited offer for any Voting Securities, (2) publicly initiated, proposed or otherwise solicited Avanex stockholders for the approval of one or more stockholder proposals with respect to Avanex or (3) publicly made, or in any way participated in, any solicitation of proxies (or written consents), or otherwise become a " participant" in a " solicitation ," or assist any " participant" in a " solicitation" (as such terms are defined under the Exchange Act) in opposition to the recommendation or proposal of the Board; or (B) any Person or group known to the Stockholder or its Affiliates at the time of the Disposition to be accumulating stock on behalf of or acting in concert with any Person or group contemplated by clause (A) of this Section 3.1(d).

3.2 Restrictive Legends.

(a) Any certificate or certificates representing the Consideration Shares and any securities issued in respect of the Consideration Shares as a result of any stock split, stock dividend, recapitalization, or similar transaction (collectively, the " Restricted Securities") shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AS TO THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION.

(b) In addition to the legend provided for in Section 3.2(a), any certificate or certificates representing the Restricted Securities and any other Avanex Securities hereafter acquired by the Stockholder shall be stamped or otherwise imprinted with a legend substantially in the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, INCLUDING ANY SALE, PLEDGE OR OTHER HYPOTHECATION, WHICH RESTRICTIONS ARE SET FORTH IN A STOCKHOLDERS' AGREEMENT BETWEEN THE ISSUER, CASCADES INCORPORATED AND PARENT, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER AT THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES.

Each Stockholder consents to Avanex making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Article 3.

3.3 Procedures for Certain Transfers.

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(a) Prior to any proposed transfer of any Restricted Securities, a Stockholder shall give written notice to Avanex of its intention to effect such transfer; provided, however, that such notice shall not be required for transfers made to Affiliates pursuant to the terms of Section 3.1(a)(ii) or transfers made pursuant to a Piggyback Registration Statement. Except for a proposed transfer of Restricted Securities to be made pursuant to a Registration Statement, ...