AVANEX CORP S-1

S-1

FORM S-1

EX-1.1

FORM OF UNDERWRITING AGREEMENT

EX-3.2

AMENDED AND RESTATED BYLAWS OF THE REGISTRANT

EX-4.3

WARRANT TO PURCHASE THE STOCK OF THE REGISTRANT

EX-4.4

WARRANTS TO PURCHASE STOCK OF REG. HELD BY LEE WAN

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

1998 STOCK PLAN

EX-10.3

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.4

1999 DIRECTOR OPTION PLAN

EX-10.5

FOUNDER'S STOCK PURCHASE AGREEMENT

EX-10.6

RESTRICTED STOCK PURCHASE AGREEMENT, OCTOBER 8, 99

EX-10.7

RESTRICTED STOCK PURCHASE AGREEMENT, MARCH 26, 99

EX-10.8

FORM OF RESTRICTED STOCK - SCHEDULE OF PURCHASERS

EX-10.9

SERIES A PREFERRED, SERIES B PREFERRED AND SERIES

EX-10.10

FIRST AMENDED AND RESTATED SERIES A PREFERRED

EX-10.11

SERIES D PREFERRED STOCK PURCHASE AGREEMENT

EX-10.12

SECOND AMENDED AND RESTATED CO-SALE AGREEMENT

EX-10.12.1

SECOND AMENDED AND RESTATED VOTING AGREEMENT

EX-10.12.2

SECOND AMENDED AND RESTATED SHAREHOLDER RIGHTS

EX-10.13

REVOLVING CREDIT AND SECURITY AGREEMENT/COMERICA

EX-10.14

QUICK START LOAN AND SECURITY AGREEMENT

EX-10.15

SENIOR LOAN AND SECURITY AGREEMENT NO. 053-6193

EX-10.16

EXHIBIT 10.16

EX-10.17

EXHIBIT 10.17

EX-10.18

EXHIBIT 10.18

EX-10.20

EXHIBIT 10.20

EX-10.21

EXHIBIT 10.21

EX-10.22

EXHIBIT 10.22

EX-10.25

EXHIBIT 10.25

EX-10.27

EXHIBIT 10.27

EX-10.28

EXHIBIT 10.28

EX-23.1

CONSENT OF ERNST & YOUNG LLP

EX-27.1

EXHIBIT 27.1

EX-27.2

EXHIBIT 27.2

EX-27.3

EXHIBIT 27.3