Form S-1

NeoPhotonics Corporation

«Optionee_»

James D. Fay, Chief Financial Officer

0001193125-10-084460.txt : 20110318 0001193125-10-084460.hdr.sgml : 20110318 20100415172152 ACCESSION NUMBER: 0001193125-10-084460 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 63 FILED AS OF DATE: 20100415 DATE AS OF CHANGE: 20110201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOPHOTONICS CORP CENTRAL INDEX KEY: 0001227025 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166096 FILM NUMBER: 10752859 BUSINESS ADDRESS: STREET 1: 2911 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 951342125 BUSINESS PHONE: 4082329200 MAIL ADDRESS: STREET 1: 2911 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95134 S-1 1 ds1.htm FORM S-1 Form S-1

As filed with the Securities and Exchange Commission on April 15, 2010

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEOPHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

3674

94-3253730

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer

Identification Number)

2911 Zanker Road

San Jose, California 95134

(408) 232-9200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Timothy S. Jenks

Chief Executive Officer

c/o NeoPhotonics Corporation

2911 Zanker Road

San Jose, California 95134

(408) 232-9200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


John H. Sellers, Esq.		William B. Brentani, Esq.
Cooley Godward Kronish LLP		Simpson Thacher & Bartlett LLP
3175 Hanover Street		2550 Hanover Street
Palo Alto, California 94304		Palo Alto, California 94304
(650) 843-5000		(650) 251-5000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “accelerated filer,” “large accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act.


Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer þ	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)(2)	Amount of registration fee
Common Stock, $0.0001 par value per share	$115,000,000	$8,199.50

(1)

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Includes shares that the underwriters have an option to purchase.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we and the selling stockholders are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated April 15, 2010

Preliminary Prospectus

shares

LOGO

Common stock

This is an initial public offering of shares of common stock by NeoPhotonics Corporation. We are offering shares of our common stock, and the selling stockholders identified in this prospectus are selling an additional shares of common stock. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. The estimated initial public offering price is between $ and $ per share.

Currently, no public market exists for our common stock. We intend to apply for the listing of our common stock on the New York Stock Exchange under the symbol “NPTN.”

Investing in our common stock involves a high degree of risk. See “Risk factors” beginning on page 12.



	Per share	Total

Initial public offering price	$	$

Underwriting discounts and commissions	$	$

Proceeds to us, before expenses	$	$

Proceeds to selling stockholders, before expenses	$	$

We have granted the underwriters an option for a period of 30 days to purchase from us up to additional shares of common stock at the initial public offering price, less the underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver shares of common stock to purchasers on , 2010.



J.P. Morgan		Deutsche Bank Securities



Piper Jaffray		Thomas Weisel Partners LLC

Morgan Keegan & Company, Inc.		ThinkEquity LLC

, 2010

LOGO

Table of contents


		Page

Conventions that apply in this prospectus		ii

Prospectus summary		1

Risk factors		12

Special note regarding forward-looking statements and industry data		43

Use of proceeds		45

Dividend policy		45

Capitalization		46

Dilution		49

Selected consolidated financial data		51

Management’s discussion and analysis of financial condition and results of operations		54

Business		84

Management		104

Compensation discussion and analysis		116

Executive compensation		128

Certain relationships and related party transactions		154

Principal and selling stockholders		157

Description of capital stock		162

Shares eligible for future sale		166

Material U.S. federal income and estate tax consequences to non-U.S. holders		169

Underwriting		173

Legal matters		178

Experts		178

Where you can find more information		178

Index to consolidated financial statements		F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by or on behalf of us and delivered or made available to you. Neither we nor the selling stockholders have authorized anyone to provide you with information different from that contained in this prospectus. We and the selling stockholders are offering to sell, and seeking offers to buy, common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

No action is being taken in any jurisdiction outside the United States to permit a public offering of the common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

Conventions that apply in this prospectus

Unless otherwise indicated, references in this prospectus to:

•

“3D” refer to three dimensional or other multiview technology;

•

“3G” refer to third generation wireless architecture;

•

“AWG” refer to arrayed waveguide grating;

•

“China” or “Chinese” refer to the People’s Republic of China, excluding, for the purpose of this prospectus only, Hong Kong, Macau and Taiwan;

•

“design win” refer to a confirmation by a customer that a product or group of products may be used as part of a customer’s solution and we have a purchase order for such products;

•

“doping” refer to altering the physical properties of a material by adding a different element to the material;

•

“Gbps” refer to gigabits per second;

•

“HD” refer to high definition;

•

“IP” refer to Internet protocol;

•

“LTE” refer to long-term evolution wireless architecture;

•

“MEMS” refer to micro electro-mechanical systems;

•

“OADM” refer to optical add drop multiplexer;

•

“PIC” refer to photonic integrated circuit;

•

“PON” refer to a passive optical network;

•

“product family” refer to one or more of our products with similar functionality deployed in similar optical network segments;

•

“RMB” refer to the legal currency of the People’s Republic of China;

•

“ROADM” refer to reconfigurable optical add drop multiplexer;

•

“service provider” refer to companies that maintain networks to provide communications services to businesses and consumers;

•

“Tier 1 customers” refer to a list of our key network equipment customers first set forth in “Prospectus summary—Overview;”

•

“U.S. dollars,” “$,” and “dollars” refer to the legal currency of the United States;

•

“U.S. GAAP” refer to accounting principles generally accepted in the United States;

•

“VMUX” refer to a variable optical attenuator multiplexer;

•

“WDM-PON” refer to a wavelength division multiplexing passive optical network; and

•

“well-characterized” refer to our ability to predict the outcome of our manufacturing processes based upon known statistics of various manufacturing inputs.

Unless the context indicates otherwise, we use the terms “NeoPhotonics,” “we,” “us” and “our” in this prospectus to refer to NeoPhotonics Corporation and, where appropriate, its subsidiaries.

Prospectus summary

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth under the sections “Risk factors” and “Management’s discussion and analysis of financial condition and results of operations,” in each case appearing elsewhere in this prospectus.

Overview

We are a leading designer and manufacturer of photonic integrated circuit, or PIC, based modules and subsystems for bandwidth-intensive, high-speed communications networks. The rapid growth of bandwidth-intensive content, including HD and 3D video, music, social networking, video conferencing and other multimedia, is driving the demand for high-bandwidth products. The demand for bandwidth capacity is further intensified by the proliferation of network-attached devices, such as smartphones, laptops, netbooks, PCs, e-readers, televisions and gaming devices, that are enabling consumers to access bandwidth-intensive content anytime and anywhere over fixed and wireless networks, including 3G, and increasingly, LTE networks.

Our products enable cost-effective, high-speed data transmission and efficient allocation of bandwidth over communications networks. We have a broad portfolio of over 300 products, including high-speed products that enable data transmission at 10Gbps, 40Gbps and 100Gbps, agility products such as ROADMs that dynamically allocate bandwidth to adjust for volatile traffic patterns, and access products that provide high-bandwidth connections to more devices and people over fixed and wireless networks.

Our innovative PIC technology utilizes proprietary design elements that provide optical functionality on a silicon chip. PIC devices integrate many more functional elements than discretely packaged components, enabling increased functionality in a small form factor while reducing packaging and interconnection costs. In addition, the cost advantages of PIC-based components are driven by the economics of semiconductor wafer mass manufacturing, where the marginal cost of producing an incremental chip is much less than that of a discrete component.

We sell our products to the leading network equipment vendors globally, including ADVA AG Optical Networking Ltd., Alcatel-Lucent SA, Ciena Corporation (including its recent acquisition of Nortel’s Metro Ethernet Networks business), Cisco Systems, Inc., FiberHome Technologies Group, ECI Telecom Ltd., Telefonaktiebolaget LM Ericsson, Fujitsu Limited, Harmonic, Inc., Huawei Technologies Co., Ltd., Mitsubishi Electric Corporation, NEC Corporation, Nokia Siemens Networks B.V. and ZTE Corporation. We refer to these companies as our Tier 1 customers. According to Infonetics Research, or Infonetics, an independent research firm, the top 12 optical network hardware vendors supplied over 90% of the worldwide market for optical network hardware in 2009. Each of these vendors is one of our Tier 1 customers. In 2009, we had revenue of $155.1 million and a net loss of $6.8 million. We have grown our revenue at a 45.1% compound annual growth rate, or CAGR, from 2005 to 2009 due to organic growth and acquisitions.

Industry background

Network traffic is continuing to experience rapid growth driven primarily by bandwidth-intensive content, such as HD and 3D video, music, social networking, video conferencing and other multimedia. This growth is intensified by the proliferation of fixed and wireless network-attached devices, and the widespread and growing use of IP-based video, including user-generated video, IPTV, streaming web video, video conferencing and mobile video, enabled by 3G and increasingly by LTE networks. These factors have contributed to the growth in network traffic and placed significant strains on existing communications networks. According to Cisco’s Visual Networking Index, global IP-based traffic is expected to grow from 14.7 petabytes per month in 2009 to 55.6 petabytes per month in 2013, representing a 39.3% CAGR.

Service providers are increasingly moving beyond their traditional markets to deliver a broad suite of converged services, including voice, video, broadband and mobile offerings. As a result, competition has increased, placing pressure on revenues, driving consolidation and creating increasingly complex networks with multiple bottlenecks. Consequently, service providers are seeking solutions that improve profitability by utilizing scalable, low-cost, high-bandwidth network architectures that deploy increased bandwidth capacity closer to end users.

Optical networking has emerged as a key technology to support the increasing demand for bandwidth capacity due to its ability to provide the speed, agility and access required by service providers. The market for high-bandwidth solutions presents a compelling opportunity for optical technology providers. According to Infonetics, global optical network hardware revenue is projected to increase from $13.4 billion in 2009 to $16.7 billion in 2013.

Existing communications networks face many challenges. Most currently available solutions consist of multiple discrete components which result in a high degree of complexity, creating challenges to cost-effectively operate with the precision and performance necessary to deliver high-speed data transmission. In addition, approaches to increase bandwidth capacity that cannot efficiently leverage existing infrastructure, or are not otherwise backward compatible, are less attractive to service providers.

Given these challenges, we believe that existing discrete optical solutions and certain alternative PIC-based solutions are sub-optimal and do not allow service providers to cost-effectively deliver scalable bandwidth capacity to their customers. We believe this provides multiple opportunities for vendors that provide PIC-based modules and subsystems that address these challenges.

Our solutions

The key benefits of our solutions include:

•

Satisfying our customers’ quality and volume requirements. We believe we are one of the highest volume PIC manufacturers in the world and have the ability to grow our capacity to meet increasing customer demand. Our Silicon Valley and China-based manufacturing facilities utilize semiconductor manufacturing techniques, such as statistical processing control and wafer scale fabrication, which enable us to provide repeatable, well-characterized performance at nanoscale tolerances with high yields.

Our strengths

Our key competitive strengths include the following:

•

Leading provider of PIC technology. Our differentiated PIC technology is a key enabler for delivering the speed, agility and access necessary to meet the increasing performance requirements of high-speed communications networks, including 100Gbps, at low costs.

•

Tier 1 global customer base and leading supplier to fast growing Asian markets. We are focused on serving our global Tier 1 customer base of network equipment vendors in the United States, Europe and Asia. In addition, we are a leading global supplier of PIC-based and other communications products to the largest markets in Asia, and we sell to each of the leading optical network hardware vendors, including Huawei Technologies. According to Infonetics, Huawei Technologies had the leading market share with 21.9% of the optical network hardware market in 2009.

•

Broad portfolio of products that address bandwidth bottlenecks across various network segments. Our products range from single function devices to modules and subsystems that enable speed, agility and access across communications networks, such as wireless backhaul, fiber-to-the-home, cable and transport.

•

Our strategy

Our goal is to become the leading global supplier of high-performance optical technologies that enable the speed, agility and access required to support the rapid growth in traffic over communications networks. Key elements of our strategy include:

•

Extending our leadership in photonic integration technologies. We plan to strengthen our technology leadership and leading product performance by enhancing and extending our PIC capabilities across multiple product lines, including 40Gbps, 100Gbps, ROADM and PON products.

•

Expanding our product development and vertically integrated volume manufacturing capabilities. We plan to continue innovating in our design and manufacturing process to shorten our product development cycles and enhance our ability to provide highly integrated PIC-based and other communications solutions.

•

Pursuing opportunistic acquisitions. We intend to opportunistically pursue acquisitions that we believe provide complementary technology and can help accelerate our growth and market position.

Risk factors

Our business is subject to numerous risks and uncertainties, such as those highlighted in the section titled “Risk factors” immediately following this prospectus summary, including:

•

our history of losses that may continue in the future;

•

the overall condition of the highly cyclical communications network industry, including the impact of any future downturn;

•

the loss of, or a significant reduction in orders from, our key customers, including Huawei Technologies;

•

our ability to continually achieve new design wins and enhance our existing products; and

•

our ability to anticipate and respond to rapidly changing technologies and customer requirements.

Corporate information

We changed our name to NeoPhotonics Corporation in 2002 after having been incorporated as NanoGram Corporation in October 1996 in the State of Delaware. Our principal executive offices are located at 2911 Zanker Road, San Jose, California 95134, USA, and our telephone number is +1 (408) 232-9200. Our website address is www.neophotonics.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase shares of our common stock.

Our name is a registered trademark of NeoPhotonics Corporation. This prospectus contains additional trade names and trademarks of ours and of other companies.

The offering

Common stock offered by NeoPhotonics Corporation

Common stock offered by the selling stockholders

Over-allotment option

Common stock to be outstanding after this offering

Use of proceeds

We intend to use our net proceeds from this offering for working capital, to continue to expand our existing business and general corporate purposes. Accordingly, our management will have broad discretion in the application of our net proceeds from this offering, and investors will be relying on management’s judgment regarding the application of these net proceeds. We also may use a portion of our net proceeds from this offering to acquire complementary businesses, products, services or technologies, but we currently have no agreements or commitments relating to any material acquisitions. We may also use a portion of our net proceeds to repay outstanding indebtedness, which currently has interest rates ranging from 4.25% to 5.31% and maturity dates ranging from May 2010 to December 2010, but we currently have no commitments or specific plans to repay any particular indebtedness in advance of its maturity date. We will not receive any proceeds from the sale of shares by the selling stockholders.

Proposed NYSE symbol

NPTN

The number of shares of our common stock to be outstanding after this offering are based on shares of our common stock outstanding, on a pro forma basis as of December 31, 2009, assuming the exercise of 199,960 stock warrants with a weighted average exercise price of $0.72 per share into an equal number of shares of common stock and the conversion of all outstanding shares of our preferred stock (other than our Series X preferred stock) into an aggregate of 165,990,598 shares of common stock on a 1-for-1 basis and, in the case of our Series X preferred stock, into an aggregate of shares of common stock on a -for- basis, which conversion ratio is based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus, based on a predetermined formula whereby the number of shares of common stock issued to the holders of Series X preferred stock shall be the quotient obtained by (i) dividing the total number of shares of

Series X preferred stock multiplied by $100.00 by (ii) 50% of the price per share at which shares of common stock are sold to the public, and excludes:

•

38,132,024 stock options with a weighted average exercise price of $0.17 per share outstanding as of December 31, 2009, exercisable into an equal number of shares of common stock; and

•

30,199,710 shares of common stock reserved for future issuance under our 2010 equity incentive plan and 2010 employee stock purchase plan, which will become effective in connection with this offering.

From January 1, 2010 to March 31, 2010, we note the following:

•

we issued 60,027 shares of Series X preferred stock on January 25, 2010, which would be convertible into shares of common stock; and

•

we granted 7,753,500 stock options with a weighted average exercise price of $0.49 per share, exercisable into an equal number of shares of common stock.

Unless otherwise indicated, all information in this prospectus assumes:

•

the automatic conversion of all outstanding shares of our preferred stock into shares of our common stock effective immediately prior to the closing of this offering, including the conversion of shares of our Series X preferred stock into common stock based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus;

•

the amendment and restatement of our certificate of incorporation and the amendment and restatement of our bylaws prior to the closing of this offering; and

•

no exercise by the underwriters of their right to purchase up to an additional shares of common stock from us.

None of the information contained in this prospectus has been adjusted to reflect a -for- reverse stock split that we intend to effect prior to the completion of this offering.

Summary consolidated financial data

The following summary consolidated financial data should be read together with our consolidated financial statements and related notes and “Management’s discussion and analysis of financial condition and results of operations” appearing elsewhere in this prospectus. The actual consolidated statements of operations data for the years ended December 31, 2007, 2008 and 2009 are derived from our consolidated financial statements appearing elsewhere in this prospectus. The actual consolidated summary balance sheet data as of December 31, 2009 are derived from our consolidated financial statements appearing elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in any future period.


	Years ended December 31,
(in thousands, except percentages, share and per share data)	2007			2008			2009


Consolidated statements of operations data:
Revenue	$	95,825		$	133,989		$	155,062
Cost of goods sold⁽¹⁾		83,475			109,439			114,572

Gross profit		12,350			24,550			40,490

Gross margin		12.9%			18.3%			26.1%

Operating expenses
Research and development⁽¹⁾		23,076			21,480			17,266
Sales and marketing⁽¹⁾		10,123			10,435			9,587
General and administrative⁽¹⁾		13,142			14,581			15,448
Amortization of purchased intangible assets		1,826			1,665			1,136
Asset impairment charges		6,138			4,047			1,233
Restructuring charges		—			1,383			—

Total operating expenses		54,305			53,591			44,670

Loss from operations		(41,955	)		(29,041	)		(4,180	)
Interest and other income (expense), net		566			(812	)		(765	)

Loss before income taxes		(41,389	)		(29,853	)		(4,945	)
Benefit from (provision for) income taxes		(86	)		1,812			(1,902	)

Net loss		(41,475	)		(28,041	)		(6,847	)
Net (income) loss attributable to noncontrolling interests		8			(13	)		(116	)

Net loss attributable to NeoPhotonics Corporation		(41,467	)		(28,054	)		(6,963	)
Accretion of redeemable convertible preferred stock		—			(428	)		(153	)

Net loss attributable to NeoPhotonics Corporation common stockholders	$	(41,467	)	$	(28,482	)	$	(7,116	)


Basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders	$	(0.89	)	$	(0.59	)	$	(0.15	)


Weighted average shares used to compute basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders		46,405,390			48,103,540			47,827,916

Pro forma basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders⁽²⁾⁽³⁾

Weighted average shares used to compute pro forma basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders⁽²⁾⁽³⁾

(footnotes on following page)


	December 31, 2009
(in thousands)	Actual			Pro forma⁽³⁾	Pro forma as adjusted⁽⁴⁾⁽⁵⁾


Consolidated summary balance sheet data:
Cash and cash equivalents	$	43,420
Working capital⁽⁶⁾		44,167
Total assets		162,248

Total debt⁽⁷⁾		36,488
Redeemable convertible preferred stock		205,450
Common stock and additional paid-in capital		91,899
Total equity (deficit)		(119,582	)

(1)

These expenses include stock-based compensation expense. Stock-based compensation expense for employee stock options granted on or before December 31, 2005 was accounted for as the difference, if any, between the exercise price and the fair value of the common stock on the date of grant. Stock-based compensation expense for employee stock options granted on or after January 1, 2006 is accounted for at fair value, using the Black-Scholes option pricing model. Stock-based compensation expense is recognized over the vesting period of the stock options and was included in cost of goods sold and operating expenses as follows:


	Years ended December 31,
(in thousands)	2007		2008		2009

Cost of goods sold	$	130	$	125	$	53
Research and development		435		314		228
Sales and marketing		226		177		180
General and administrative		545		512		520

Total stock-based compensation expense	$	1,336	$	1,128	$	981

(2)

The pro forma basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders calculations assume the conversion of all outstanding shares of preferred stock into shares of common stock using the as-if-converted method as though the conversion had occurred at the beginning of the period presented, or the date of issuance, if later.

(3)

Pro forma basis reflects the conversion of all outstanding shares of our preferred stock, other than our Series X preferred stock, into an aggregate of 165,990,598 shares of common stock on a 1-for-1 basis and, in the case of our Series X preferred stock, into an aggregate of shares of common stock on a -for- basis, which conversion ratio is based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus and to reflect the recognition of a liability and the impact to accumulated deficit for the vested portion of the 4,971,000 stock appreciation units that become exercisable on this offering, based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus.

(4)

Pro forma as adjusted basis reflects the pro forma adjustments described above in footnote (3) and further reflects the exercise of 199,960 stock warrants with a weighted average exercise price of $0.72 per share into an equal number of shares of common stock and the sale by us of shares of common stock in this offering, at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses.

(5)

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) each of pro forma as adjusted cash and cash equivalents, total assets and common stock and additional paid-in capital by $ million, and would increase (decrease) each of pro forma as adjusted working capital and total equity by $ million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions and estimated offering expenses that we must pay.

(6)

Working capital is defined as total current assets less total current liabilities.

(7)

Total debt is defined as short-term loans, notes payable and total long-term debt.

Non-GAAP financial measures


	Years ended December 31,
(in thousands)	2007			2008			2009

Non-GAAP income (loss) from operations	$	(28,980	)	$	(16,547	)	$	3,254
Non-GAAP net income (loss)		(28,492	)		(15,560	)		471
Adjusted EBITDA		(21,636	)		(8,521	)		11,428

The following table reflects the reconciliation of U.S. GAAP financial measures to non-GAAP financial measures:


	Years ended December 31,
(in thousands)	2007			2008			2009

Loss from operations	$	(41,955	)	$	(29,041	)	$	(4,180	)

Non-GAAP adjustments:
Amortization of purchased intangible assets⁽¹⁾		5,501			5,936			5,220
Stock-based compensation expense		1,336			1,128			981
Asset impairment charges		6,138			4,047			1,233
Restructuring charges		—			1,383			—

Non-GAAP income (loss) from operations	$	(28,980	)	$	(16,547	)	$	3,254

Net loss attributable to NeoPhotonics Corporation	$	(41,467	)	$	(28,054	)	$	(6,963	)

Non-GAAP adjustments:
Amortization of purchased intangible assets⁽¹⁾		5,501			5,936			5,220
Stock-based compensation expense		1,336			1,128			981
Asset impairment charges		6,138			4,047			1,233
Restructuring charges		—			1,383			—

Non-GAAP net income (loss)		(28,492	)		(15,560	)		471

Interest (income) expense, net		(247	)		1,244			701
Provision for (benefit from) income taxes		86			(1,812	)		1,902
Depreciation expense		7,017			7,607			8,354

Adjusted EBITDA	$	(21,636	)	$	(8,521	)	$	11,428

(1)

Reflects amortization of purchased intangible assets included in cost of goods sold and operating expenses.

We believe that the use of non-GAAP income (loss) from operations, non-GAAP net income (loss) and adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, are helpful for an investor determining whether to invest in our common stock. In computing our non-GAAP financial measures, we exclude certain items included under U.S. GAAP. Non-GAAP income (loss) from operations and non-GAAP net income (loss) exclude the amortization of purchased intangible assets, stock-based compensation expense, asset impairment charges and restructuring charges. Adjusted EBITDA excludes these same items and, additionally, it excludes interest (income) expense, net, provision for (benefit from) income taxes and depreciation expense.

We believe that excluding amortization of purchased intangible assets, stock-based compensation expense, asset impairment charges and restructuring charges helps investors compare our operating performance with our results in prior periods. We believe that it is appropriate to exclude these items as they are not necessarily indicative of ongoing operating performance and, therefore, limit comparability between periods and between us and similar companies. We believe adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, we believe that adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of adjusted EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which items may vary for different companies for reasons unrelated to overall operating performance. We use these non-GAAP financial measures to evaluate the operating performance of our business and aid in the period-to-period comparability. We also use the non-GAAP financial measures for planning and forecasting and measuring results against the forecast and in certain cases for bonus targets for certain of our employees. Using several measures to evaluate the business allows us and investors to (1) assess our relative performance against our competitors and (2) ultimately monitor our capacity to generate returns for our stockholders. See “Management’s discussion and analysis of financial condition and results of operations—Key metrics.”

Risk factors

You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our common stock. Investing in our common stock involves a high degree of risk. If any of the following risks actually occur, we may be unable to conduct our business as currently planned and our financial condition and results of operations could be seriously harmed. In addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you may lose all or part of your investment. See “Special note regarding forward-looking statements and industry data” beginning on page 43.

Risks related to our business

We have a history of losses which may continue in the future.

We have a history of losses and we may incur additional losses in future periods. We experienced a net loss of $6.8 million for the year ended December 31, 2009. As of December 31, 2009, our accumulated deficit was $219.0 million. We also expect to continue to make significant expenditures related to the development of our business. These include expenditures to hire additional personnel related to the sales, marketing and development of our products and to maintain and expand our manufacturing facilities and research and development operations.

We are subject to the cyclical nature of the markets in which we compete and any future downturn may reduce demand for our products and revenue.

The markets in which we compete are tied to the aggregate capital expenditures of service providers as they build out and upgrade their network infrastructure. These markets are highly cyclical and characterized by constant and rapid technological change, price erosion, evolving standards and wide fluctuations in product supply and demand. In the past, these markets have experienced significant downturns, often connected with, or in anticipation of, the maturation of product cycles—for both manufacturers’ and their customers’ products—and with declining general economic conditions. These downturns have been characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices.

Our historical results of operations have been subject to substantial fluctuations, and we may experience substantial period-to-period fluctuations in future results of operations. Any future downturn in the markets in which we compete could significantly reduce the demand for our products and therefore may result in a significant reduction in revenue. It may also increase the volatility of the price of our common stock. Our revenue and results of operations may be materially and adversely affected in the future due to changes in demand from individual customers or cyclical changes in the markets utilizing our products.

In addition, the communications networks industry from time to time has experienced and may again experience a pronounced downturn. To respond to a downturn, many service providers may slow their capital expenditures, cancel or delay new developments, reduce their workforces and inventories and take a cautious approach to acquiring new equipment and technologies from original equipment manufacturers, which would have a negative impact on our business. Weakness in the global economy or a future downturn in the communications networks industry may cause our results of operations to fluctuate from year-to-year, harm our business, and may increase the volatility of the price of our common stock.

If spending for communications networks does not continue to grow as expected, our business may suffer.

Our future success as a provider of modules and subsystems to leading network equipment vendors depends on their continued capital spending on global communications networks. Network traffic has experienced rapid growth driven primarily by bandwidth-intensive content, including HD and 3D video, music, social networking, video conferencing and other multimedia. This growth is intensified by the proliferation of fixed and wireless network-attached devices, including smartphones, laptops, netbooks, PCs, e-readers, televisions and gaming devices, that are enabling consumers to access content at increasing data rates anytime and anywhere. Our future success depends on continued demand for high-bandwidth, high-speed communications networks and the ability of network equipment vendors to meet this demand. Growth in demand for communications networks is limited by several factors, including an evolving regulatory environment and uncertainty regarding long-term sustainable business models. We cannot be certain that demand for bandwidth-intensive content will continue to grow in the future. If expectations for growth of communications networks and bandwidth consumption are not realized and investment in communications networks does not grow as anticipated, our business could be harmed.

We are dependent on Huawei Technologies and our key customers for a significant portion of our revenue and the loss of, or a significant reduction in orders from, Huawei Technologies or any of our other key customers may reduce our revenue and adversely impact our results of operations.

Historically, we have generated most of our revenue from a limited number of customers. In 2009, our largest customer, Huawei Technologies, represented 52.9% of our total revenue and our top ten customers represented 82.9% of our total revenue. As a result, the loss of, or a significant reduction in orders from, Huawei Technologies or any of our other key customers would materially and adversely affect our revenue and results of operations. Adverse events affecting our customers could also adversely affect our revenue and results of operations (for instance, in 2009, the filing of a voluntary petition for bankruptcy protection by one of our customers, Nortel Networks Limited, has prevented us from timely collection of our accounts receivable from that customer). In addition, network equipment vendors serving the communications networks industry may continue to consolidate, and we may not be able to offset any potential decline in revenue arising from consolidation of our existing customers with revenue from new customers.

We have a limited history operating on a global basis, making it difficult to predict our future results of operations.

We have a limited history operating on a global basis, which makes it difficult to evaluate our business and financial prospects. While our operations began in 1996, we did not begin commercial shipments of our PIC products until the second quarter of 2003 and we did not acquire our subsidiaries in China until 2005. Since then, our revenue, gross margin and results of operations have varied significantly and are likely to continue to vary from quarter to quarter due to a number of factors, many of which are not within our control. For instance, changes in gross margin may result from various factors, such as changes in our fixed costs and changes in the mix of our products sold. In making an investment decision, you should evaluate our business in light of the risks, expenses and difficulties frequently encountered by companies operating on a global platform, particularly companies in the rapidly changing communications networks industry. It is difficult for us to accurately forecast our future revenue and gross margin and plan

expenses accordingly and, therefore, it is difficult for us to predict our future results of operations.

We must continually achieve new design wins and enhance existing products or our business may be harmed.

The markets for our products are characterized by frequent new product introductions, changes in customer requirements and evolving industry standards, all with an underlying pressure to reduce cost and meet stringent reliability and qualification requirements. Our future performance will depend on our successful development, introduction and market acceptance of new and enhanced products that address these challenges. The anticipated or actual introduction of new and enhanced products by us and by our competitors may cause our customers to defer or cancel orders for our existing products. In addition, the introduction of new products by us or our competitors could result in a slowdown in demand for our existing products and could result in a write-down in the value of inventory. We have in the past experienced a slowdown in demand for existing products and delays in new product development, and such delays may occur in the future. To the extent customers defer or cancel orders for our products for any reason or we fail to achieve new design wins, our competitive position would be adversely affected and our ability to grow revenue would be impaired.

Product development delays may result from numerous factors, including:

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changing product specifications and customer requirements;

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unanticipated engineering complexities;

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difficulties in reallocating engineering resources and overcoming resource limitations; and

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changing market or competitive product requirements.

Furthermore, fast time-to-market with new products can be critical to success in our markets. It is difficult to displace an existing supplier for a particular type of product once a network equipment vendor has chosen a supplier, even if a later-to-market product provides superior performance or cost efficiency. If we are unable to make our new or enhanced products commercially available on a timely basis, we may lose existing and potential customers and our financial results would suffer.

The development of new, technologically-advanced products is a complex and uncertain process requiring frequent innovation, highly-skilled engineering and development personnel and significant capital, as well as the accurate anticipation of technological and market trends. We cannot assure you that we will be able to identify, develop, manufacture, market or support new or enhanced products successfully, if at all, or on a timely basis. Further, we cannot assure you that our new products will gain market acceptance or that we will be able to respond effectively to product introductions by competitors, technological changes or emerging industry standards. We also may not be able to develop the underlying core technologies necessary to create new products and enhancements, license these technologies from third parties, or remain competitive in our markets.

Our success will depend on our ability to anticipate and quickly respond to rapidly changing technologies and customer requirements.

The communications networks industry is characterized by substantial investment in new technology and the development of diverse and changing technologies and industry standards. For example, new technologies are required to satisfy the emerging standards for 40Gbps and 100Gbps data transmission in communications networks.

Our ability to anticipate and respond to rapid changes in technology, industry standards, customer requirements and product offerings, and to develop and introduce new and enhanced products and technologies, will be critical factors in our ability to succeed. If we are unable to anticipate and respond to such changes in the future, our competitive position could be adversely affected. In addition, the introduction of new products by other companies embodying new technologies, or the emergence of new industry standards, could render our existing products uncompetitive from a pricing standpoint, obsolete or otherwise unmarketable.

If our customers do not qualify our products for use, then our results of operations may suffer.

Prior to placing volume purchase orders with us, most of our customers require us to obtain their approval—called qualification in our industry—of our new and existing products, and our customers often audit our manufacturing facilities and perform other vendor evaluations during this process. The qualification process involves product sampling and reliability testing and collaboration with our product management and engineering teams in the design and manufacturing stages. If we are unable to qualify our products with customers, then our revenue would be lower than expected and we may not be able to recover the costs associated with the qualification process which would have an adverse effect on our results of operations.

In addition, due to rapid technological changes in our markets, a customer may cancel or modify a design project before we have qualified our product or begun volume manufacturing of a qualified product. It is unlikely that we would be able to recover the expenses for cancelled or unutilized custom design projects. It is difficult to predict with any certainty whether our customers will delay or terminate product qualification or the frequency with which customers will cancel or modify their projects, but any such delay, cancellation or modification would have a negative effect on our results of operations.

In particular, we have developed new technologies and products that are key components in our customers’ system designs for 40Gbps and 100Gbps data transmission. While we are shipping certain products for 40Gbps system designs today, many of our products for these systems are currently being qualified for use by our customers. Our ability to successfully qualify and scale capacity for these new technologies and products is important to our ability to grow our business and market presence. If we are unable to qualify and sell any of these products in volume on time, or at all, our results of operations may be adversely affected.

We are under continuous pressure to reduce the prices of our products.

The communications networks industry has been characterized by declining product prices over time. We have reduced the prices of some of our products in the past and we expect to experience pricing pressure for our products in the future. When seeking to maintain or increase their market share, our competitors may also reduce the prices of their products. In addition, our customers may have the ability to internally develop and manufacture competing products at a lower cost than we would otherwise charge, which would add additional pressure on us to lower

our selling prices. If we are unable to offset any future reductions in our average selling prices by increasing our sales volume, reducing our costs and expenses or introducing new products, our gross margin would suffer.

Customer demand is difficult to accurately forecast and, as a result, we may be unable to optimally match production with customer demand.

We make planning and spending decisions, including determining the levels of business that we will seek and accept, production schedules, component procurement commitments, personnel needs and other resource requirements, based on our estimates of customer requirements. The short-term nature of commitments by many of our customers and the possibility of unexpected changes in demand for their products reduce our ability to accurately estimate future customer requirements. On occasion, customers may require rapid increases in production, which can strain our resources, cause our manufacturing to be negatively impacted by materials shortages, necessitate higher or more restrictive procurement commitments and reduce our gross margin. We may not have sufficient capacity at any given time to meet the volume demands of our customers, or one or more of our suppliers may not have sufficient capacity at any given time to meet our volume demands. Conversely, a downturn in the markets in which our customers compete can cause, and in the past have caused, our customers to significantly reduce the amount of products ordered from us or to cancel existing orders, leading to lower utilization of our facilities. Because many of our costs and operating expenses are relatively fixed, reduction in customer demand would have an adverse effect on our gross margin, operating income and cash flow. During an industry downturn, there is also a higher risk that our trade receivables would be uncollectible.

The majority of our products are purchased pursuant to individual purchase orders. While our customers generally provide us with their demand forecasts, they are typically not contractually committed to buy any quantity of products beyond firm purchase orders. Many of our customers may increase, decrease, cancel or delay purchase orders already in place. If any of our major customers decrease, stop or delay purchasing our products for any reason, our business and results of operations would be harmed. Cancellation or delays of such orders may cause us to fail to achieve our short and long-term financial and operating goals.

We face intense competition which could negatively impact our results of operations and market share.

The communications networks industry is highly competitive. Our competitors range from large, international companies offering a wide range of products to smaller companies specializing in niche markets. In addition, we believe that a number of companies have developed or are developing planar lightwave or MEMS-based, PIC devices and other products that compete directly with our products. Current and potential competitors may have substantially greater financial, marketing, research and manufacturing resources than we possess, and there can be no assurance that our current and future competitors will not be more successful than us in specific product lines or as a whole.

Some of our competitors have substantially greater name recognition, technical, financial, and marketing resources, and greater manufacturing capacity, as well as better-established relationships with customers, than we do. Some of our competitors have more resources to develop or acquire, and more experience in developing or acquiring, new products and technologies and in creating market awareness for these products and technologies. Some of our competitors may be able to develop new products more quickly than us and may be able to develop products that are more reliable or which provide more functionality than ours. In

addition, some of our competitors have the financial resources to offer competitive products at below-market pricing levels that could prevent us from competing effectively and result in a loss of sales or market share or cause us to lower prices for our products.

We also face competition from some of our customers who evaluate our capabilities against the merits of manufacturing products internally. Due to the fact that such customers are not seeking to make a profit directly from the manufacture of these products, they may have the ability to manufacture competitive products at a lower cost than we would charge such customers. As a result, these customers may purchase less of our products and there would be additional pressure to lower our selling prices which, accordingly, would negatively impact our revenue and gross margin.

In particular we have developed new technologies and products that are key components in our customers’ system designs for 40Gbps and 100Gbps data transmission. The emergence of technologies and products from our competitors and their success in competing against our technologies and products for 40Gbps and 100Gbps data transmission could render our existing products uncompetitive from a pricing standpoint, obsolete or otherwise unmarketable.

Intense competition in our markets could result in aggressive business tactics by our competitors, including aggressively pricing their products or selling older inventory at a discount. If our current or future competitors utilize aggressive business tactics, including those described above, demand for our products could decline, we could experience delays or cancellations of customer orders, or we could be required to reduce our sales prices.

The communications networks industry has long product development cycles requiring us to incur product development costs without assurances of an acceptable investment return.

The communications networks industry is highly capital-intensive. Large volumes of equipment and support structures are installed with considerable expenditures of funds and other resources, and long investment return period expectations. At the component supplier level, this reluctance creates considerable, typically multi-year, gaps between the commencement of new product development and volume purchases. Accordingly, we and our competitors often incur significant research and development and sales and marketing costs for products that, at the earliest, will be purchased by our customers long after much of the cost is incurred and, in some cases, may never be purchased due to changes in industry or customer requirements in the interim.

Due to changing industry and customer requirements, we are constantly developing new products, including seeking to further integrate functions on PICs and developing and using new technologies in our products. These development activities can and are expected to necessitate significant investment of capital. Our new products often require a long time to develop because of their complexity and rigorous testing and qualification requirements. Additionally, developing a manufacturing approach with an acceptable cost structure and yield for new products can be expensive and time-consuming. Due to the costs and length of research and development and manufacturing process cycles, we may not recognize revenue from new products until long after such expenditures are incurred, if at all, and our gross margin may decrease if our costs are higher than expected.

Manufacturing problems could result in delays in product shipments to customers and could adversely affect our revenue, competitive position and reputation.

We may experience delays, disruptions or quality control problems in our manufacturing operations. For instance, we could experience a disruption in our fabrication facility for our PIC products due to any number of reasons, such as equipment failure, contaminated materials or process deviations, which could adversely impact manufacturing yields or delay product shipments. As a result, we could incur additional costs that would adversely affect our gross margin, and product shipments to our customers could be delayed beyond the shipment schedules requested by our customers, which would negatively affect our revenue, competitive position and reputation.

Additionally, manufacturing yields depend on a number of factors, including the stability and manufacturability of the product design, manufacturing improvements gained over cumulative production volumes, the quality and consistency of component parts and the nature and extent of customization requirements by customers. Capacity constraints, raw materials shortages, logistics issues, labor shortages, the introduction of new product lines and changes in customer requirements, manufacturing facilities or processes, or those of some third party contract manufacturers and suppliers of raw materials and components have historically caused, and may in the future cause, reduced manufacturing yields, negatively impacting the gross margin on, and our production capacity for, those products. Moreover, an increase in the rejection and rework rate of products during the quality control process before, during or after manufacture would result in our experiencing lower yields, gross margin and production capacity.

Our ability to maintain sufficient manufacturing yields is particularly challenging with respect to PICs due to the complexity and required precision of a large number of unique manufacturing process steps. Manufacturing yields for PICs can also suffer if contaminated materials or materials that do not meet highly precise composition requirements are inadvertently utilized. Because a large portion of our PIC manufacturing costs are fixed, PIC manufacturing yields have a substantial effect on our gross margin. Lower than expected manufacturing yields could also delay product shipments and decrease our revenue.

While we rely on many suppliers, there are a few which, if they stopped, decreased or delayed shipments to us, it could have an adverse effect on our business.

We depend on a limited number of suppliers for certain components we have qualified to use in the manufacture of certain of our products. Some of these suppliers could disrupt our business if they stop, decrease or delay shipments or if the components they ship have quality or consistency issues. Some of these components are available only from a sole source or have been qualified only from a single supplier. Furthermore, other than our current suppliers, there are a limited number of entities from whom we could obtain certain of these supplies. We may also face component shortages if we experience increased demand for components beyond what our qualified suppliers can deliver. Any inability on our part to obtain sufficient quantities of critical components could adversely affect our ability to meet demand for our products, which could cause our revenue and results of operations to suffer.

Our customers generally restrict our ability to change the component parts in our modules without their approval. For more critical components, such as PICs, lasers and photodetectors, any changes may require repeating the entire qualification process. We typically have not entered into long-term agreements with our suppliers and, therefore, our suppliers could stop supplying materials and equipment at any time or fail to supply adequate quantities of component parts on a timely basis. It is difficult, costly, time consuming and, on short notice, sometimes impossible for

us to identify and qualify new component suppliers. The reliance on a sole supplier, single qualified vendor or limited number of suppliers could result in delivery and quality problems, reduced control over product pricing, reliability and performance and an inability to identify and qualify another supplier in a timely manner. We have in the past had to change suppliers, which has, in some instances, resulted in delays in product development and manufacturing and loss of revenue. Any such delays in the future may limit our ability to respond to changes in customer and market demands. Any supply deficiencies relating to the quality or quantities of components that we use to manufacture our products could adversely affect our ability to fulfill our customer orders and our results of operations.

Rapidly changing standards and regulations could make our products obsolete, which would cause our revenue and results of operations to suffer.

We design our products to conform to regulations established by governments and to standards set by industry standards bodies worldwide, such as The American National Standards Institute, the European Telecommunications Standards Institute, the International Telecommunications Union and the Institute of Electrical and Electronics Engineers, Inc. Various industry organizations are currently considering whether and to what extent to create standards for elements used in 100Gbps systems. Because certain of our products are designed to conform to current specific industry standards, if competing or new standards emerge that are preferred by our customers, we would have to make significant expenditures to develop new products. If our customers adopt new or competing industry standards with which our products are not compatible, or the industry groups adopt standards or governments issue regulations with which our products are not compatible, our existing products would become less desirable to our customers and our revenue and results of operations would suffer.

If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our success and ability to implement our business strategy depends upon the continued contributions of our senior management team and others, including our technical employees. Our future success depends, in part, on our ability to attract and retain key personnel, including our senior management and others, and on the continued contributions of members of our senior management team and key technical personnel, each of whom would be difficult to replace. The loss of services of members of our senior management team or key personnel or the inability to continue to attract and retain qualified personnel could have a material adverse effect on our business. Competition for highly skilled technical people, both in the United States and China, is extremely intense, and we continue to face challenges identifying, hiring and retaining qualified personnel in many areas of our business. If we fail to retain our senior management and other key personnel or if we fail to attract additional qualified personnel, our business could suffer.

If we fail to protect, or incur significant costs in defending, our intellectual property and other proprietary rights, our business and results of operations could be materially harmed.

Our success depends to a significant degree on our ability to protect our intellectual property and other proprietary rights. We rely on a combination of patent, trademark, copyright, trade secret and unfair competition laws, as well as license agreements and other contractual provisions, to establish and protect our intellectual property and other proprietary rights. We have applied for patent registrations in the United States and in other foreign countries, some of which have been issued. In addition, we have registered the trademark “NeoPhotonics” and applied for

registration of the trademark “NEO” in the United States. We cannot guarantee that our pending applications will be approved by the applicable governmental authorities. Moreover, our existing and future patents and trademarks may not be sufficiently broad to protect our proprietary rights or may be held invalid or unenforceable in court. A failure to obtain patents or trademark registrations or a successful challenge to our registrations in the United States or other foreign countries may limit our ability to protect the intellectual property rights that these applications and registrations intended to cover.

Policing unauthorized use of our technology is difficult and we cannot be certain that the steps we have taken will prevent the misappropriation, unauthorized use or other infringement of our intellectual property rights. Further, we may not be able to effectively protect our intellectual property rights from misappropriation or other infringement in foreign countries where we have not applied for patent protections, and where effective patent, trademark, trade secret and other intellectual property laws may be unavailable, or may not protect our proprietary rights as fully as U.S. law. Particularly, our U.S. patents do not afford any intellectual property protection in China, where we have substantial operations. We seek to secure, to the extent possible, comparable intellectual property protections in China. However, while we have issued patents and pending patent applications in China, portions of our intellectual property portfolio are not yet protected by patents in China. Moreover, the level of protection afforded by patent and other laws in China may not be comparable to that afforded in the United States.

We attempt to protect our intellectual property, including our trade secrets and know-how, through the use of trade secret and other intellectual property laws, and contractual provisions. We enter into confidentiality and invention assignment agreements with our employees and independent consultants. We also use non-disclosure agreements with other third parties who may have access to our proprietary technologies and information. Such measures, however, provide only limited protection, and there can be no assurance that our confidentiality and non-disclosure agreements will not be breached, especially after our employees or those of our third-party contract manufacturers end their employment or engagement, and that our trade secrets will not otherwise become known by competitors or that we will have adequate remedies in the event of unauthorized use or disclosure of proprietary information. Unauthorized third parties may try to copy or reverse engineer our products or portions of our products, otherwise obtain and use our intellectual property, or may independently develop similar or equivalent trade secrets or know-how. If we fail to protect our intellectual property and other proprietary rights, or if such intellectual property and proprietary rights are infringed or misappropriated, our business, results of operations or financial condition could be materially harmed.

In the future, we may need to take legal actions to prevent third parties from infringing upon or misappropriating our intellectual property or from otherwise gaining access to our technology. Protecting and enforcing our intellectual property rights and determining their validity and scope could result in significant litigation costs and require significant time and attention from our technical and management personnel, which could significantly harm our business. In addition, we may not prevail in such proceedings. An adverse outcome of such proceedings may reduce our competitive advantage or otherwise harm our financial condition and our business.

We may be involved in intellectual property disputes in the future, which could divert management’s attention, cause us to incur significant costs and prevent us from selling or using the challenged technology.

Participants in the markets in which we sell our products have experienced frequent litigation regarding patent and other intellectual property rights. Numerous patents in these industries are held by others, including our competitors. In addition, from time to time, we have been notified that we may be infringing certain patents or other intellectual property rights of others. Regardless of their merit, responding to such claims can be time consuming, divert management’s attention and resources and may cause us to incur significant expenses. In addition, there can be no assurance that third parties will not assert infringement claims against us. While we believe that our products do not infringe in any material respect upon intellectual property rights of other parties and/or meritorious defense would exist with respect to any assertions to the contrary, we cannot be certain that our products would not be found infringing the intellectual property rights of others. Intellectual property claims against us could invalidate our proprietary rights and force us to do one or more of the following:

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obtain from a third party claiming infringement a license to sell or use the relevant technology, which may not be available on reasonable terms, or at all;

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stop manufacturing, selling, incorporating or using our products that use the challenged intellectual property;

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pay substantial monetary damages; or

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expend significant resources to redesign the products that use the technology and to develop non-infringing technology.

Any of these actions could result in a substantial reduction in our revenue and could result in losses over an extended period of time.

On January 5, 2010, Finisar Corporation, or Finisar, filed a complaint in the United States District Court for the Northern District of California against Source Photonics, Inc., MRV Communications, Inc., Oplink Communications, Inc. and us, or collectively, the co-defendants. In the complaint, Finisar alleges infringement of certain of its U.S. patents arising from the co-defendants’ respective manufacture, importation, use, sale of or offer to sell certain optical transceiver products. Finisar seeks to recover unspecified damages, up to treble the amount of actual damages, together with attorneys’ fees, interest and costs. Finisar has alleged that at least some of the patents asserted are a part of certain digital diagnostic standards for optoelectronics transceivers and, therefore, are being utilized in such digital diagnostic standards. On March 23, 2010, we filed an answer to the complaint and counterclaims, asserting two claims of patent infringement and additional claims asserting that Finisar has violated state and federal competition laws.

If we are unsuccessful in our defense of the Finisar patent infringement claims, a license to use the allegedly infringing technology may not be available to us at all, and if it is, it may not be available on commercially reasonable terms and therefore may limit or preclude us from competing in the market for optical transceivers in the United States, which may have a material adverse effect on our results of operations and financial condition, and otherwise materially harm our business.

Although we believe that we have meritorious defenses to the infringement allegations and intend to defend the lawsuit vigorously, there can be no assurance that we will be successful in our defense. Even if we are successful, we may incur substantial legal fees and other costs in defending the lawsuit. Further, this lawsuit is likely to divert the efforts and attention of our management and technical personnel, which could harm our business.

If we fail to obtain the right to use the intellectual property rights of others which are necessary to operate our business, and to protect their intellectual property, our ability to succeed will be adversely affected.

From time to time we may choose to or be required to license technology or intellectual property from third parties in connection with the development of our products. We cannot assure you that third-party licenses will be available to us on commercially reasonable terms, if at all. Generally, a license, if granted, would include payments of up-front fees, ongoing royalties or both. These payments or other terms could have a significant adverse impact on our results of operations. The inability to obtain a necessary third-party license required for our product offerings or to develop new products and product enhancements could require us to substitute technology of lower quality or performance standards, or of greater cost, either of which could adversely affect our business. If we are not able to obtain licenses from third parties, if necessary, then we may also be subject to litigation to defend against infringement claims from these third parties. Our competitors may be able to obtain licenses or cross-license their technology on better terms than we can, which could put us at a competitive disadvantage. Also, we typically enter into confidentiality agreements with such third parties in which we agree to protect and maintain their proprietary and confidential information, including requiring our employees to enter into agreements protecting such information. There can be no assurance that the confidentiality agreements will not be breached by any of our employees or that such third parties will not make claims that their proprietary information has been disclosed.

Any potential dispute involving our patents or other intellectual property could also include our customers using our products, which could trigger our indemnification obligations to them and result in substantial expenses to us.

In any potential dispute involving our patents or other intellectual property, our customers could also become the target of litigation. Because we often indemnify our customers for intellectual property claims made against them for products incorporating our technology, any claims against our customers could trigger indemnification obligations in some of our supply agreements, which could result in substantial expenses such as increased legal expenses, damages for past infringement or royalties for future use. While we have not incurred any indemnification expenses to date, any future indemnity claim could adversely affect our relationships with our customers and result in substantial costs to us. Our insurance does not cover intellectual property infringement.

It could be discovered that our products contain defects that may cause us to incur significant costs, divert our attention, result in a loss of customers and result in product liability claims.

Our products are complex and undergo quality testing as well as formal qualification by our customers and us. However, defects may occur from time to time. Our customers’ testing procedures are limited to evaluating our products under likely and foreseeable failure scenarios and over varying amounts of time. For various reasons, such as the occurrence of performance problems that are unforeseeable in testing or that are detected only when products age or are

operated under peak stress conditions, our products may fail to perform as expected long after customer acceptance. Failures could result from faulty components or design, problems in manufacturing or other unforeseen reasons. As a result, we could incur significant costs to repair or replace defective products under warranty, particularly when such failures occur in installed systems. We have experienced such failures in the past and will continue to face this risk going forward, as our products are widely deployed throughout the world in multiple demanding environments and applications. In addition, we may in certain circumstances honor warranty claims after the warranty has expired or for problems not covered by warranty in order to maintain customer relationships. Any significant product failure could result in lost future sales of the affected product and other products, as well as customer relations problems, litigation and damage to our reputation.

In addition, our products are typically embedded in, or deployed in conjunction with, our customers’ products, which incorporate a variety of components, modules and subsystems and may be expected to interoperate with modules produced by third parties. As a result, not all defects are immediately detectable and when problems occur, it may be difficult to identify the source of the problem. These problems may cause us to incur significant damages or warranty and repair costs, divert the attention of our engineering personnel from our product development efforts and cause significant customer relations problems or loss of customers, all of which would harm our business.

The occurrence of any defects in our products could give rise to liability for damages caused by such defects. They could, moreover, impair our customers’ acceptance of our products. Both could have a material adverse effect on our business and financial condition. Although we carry product liability insurance which covers this risk, this insurance may not adequately cover our costs arising from defects in our products or otherwise.

If we fail to adequately manage our long-term growth and expansion requirements, our business will suffer.

In recent years, we have experienced significant growth through, among other things, internal expansion programs, product development and acquisitions of other companies. We expect to continue to grow, which could require us to expand our manufacturing operations, including hiring new personnel, purchasing additional equipment, leasing or purchasing additional facilities, developing the management infrastructure and developing our suppliers to manage any such expansion. If we fail to secure these expansion requirements or manage our future growth effectively, our business could suffer.

Potential future acquisitions could be difficult to integrate, divert the attention of key personnel, disrupt our business, dilute stockholder value and impair our financial results.

As part of our business strategy, we have pursued and intend to continue to pursue acquisitions of complementary businesses, products, services or technologies that we believe could accelerate our ability to compete in our existing markets or allow us to enter new markets.

Acquisitions involve numerous risks, any of which could harm our business, including:

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difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the target company and realizing the anticipated synergies of the combined businesses;

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difficulties in supporting and transitioning customers, if any, of the target company;

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diversion of financial and management resources from existing operations;

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the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;

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risks of entering new markets in which we have limited or no experience;

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potential loss of key employees, customers and strategic alliances from either our current business or the target company’s business;

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assumption of unanticipated problems or latent liabilities, such as problems with the quality of the target company’s products;

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inability to generate sufficient revenue to offset acquisition costs;

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dilutive effect on our stock as a result of any equity-based acquisitions;

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inability to successfully complete transactions with a suitable acquisition candidate; and

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in the event of international acquisitions, risks associated with accounting and business practices that are different from applicable U.S. practices and requirements.

Acquisitions also frequently result in the recording of goodwill and other intangible assets which are subject to potential impairments which have occurred in the past and which, were they to occur in the future, could harm our financial results. As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate. The failure to successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm our business and financial results.

Covenants in our credit facilities may limit our flexibility in responding to business opportunities and competitive developments and increase our vulnerability to adverse economic or industry conditions.

We have lending arrangements with several financial institutions, including a loan and security agreement with Comerica Bank in the United States, and our subsidiaries in China have several line of credit arrangements. Our U.S. loan and security agreement requires us to maintain certain financial covenants, including a liquidity ratio, and restricts our ability to take certain actions such as incurring additional debt, paying dividends, or engaging in certain transactions like mergers and acquisitions, investments and asset sales. These restrictions may limit our flexibility in responding to business opportunities, competitive developments and adverse economic or industry conditions. In addition, our obligations under our U.S. loan and security agreement with Comerica Bank are secured by substantially all of our U.S. assets other than intellectual property assets, which limits our ability to provide collateral for additional financing. A breach of any of these covenants, or a failure to pay interest or indebtedness when due under any of our credit facilities, could result in a variety of adverse consequences, including the acceleration of our indebtedness.

Our future results of operations may be subject to volatility as a result of exposure to fluctuations in foreign exchange rates, primarily the RMB/U.S. dollar exchange rate.

We are exposed to foreign exchange risks. Foreign currency fluctuations may adversely affect our revenue and our costs and expenses, and hence our results of operations. A substantial portion of

our business is conducted through our subsidiaries based in China, whose functional currency is the RMB. The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. Since July 21, 2005, the RMB has no longer been pegged solely to the value of the U.S. dollar. Instead, the RMB is now pegged against a basket of currencies, determined by the People’s Bank of China, against which it can rise or fall by as much as 0.3% each day. This change in policy has resulted in approximately 18% appreciation of the RMB against the U.S. dollar between July 21, 2005 and March 29, 2010. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the Chinese government to adopt an even more flexible currency policy, which may result in a further and more significant appreciation of the RMB against the U.S. dollar. In the long term, the RMB may appreciate or depreciate significantly in value against the U.S. dollar, depending upon the fluctuation of the basket of currencies against which it is currently valued, or it may be permitted to enter into a full float, which may also result in a significant appreciation or depreciation of the RMB against the U.S. dollar.

Foreign currency exchange rates are subject to fluctuation and may cause us to recognize transaction gains and losses in our statements of operations. To the extent that transactions by our subsidiaries in China are denominated in currencies other than the RMB, we bear the risk that fluctuations in the exchange rates of the RMB in relation to other currencies could decrease our revenue or increase our costs and expenses, therefore having an adverse effect on our future results of operations.

While we generate the majority of our revenue in RMB, conversely, a majority of our operating expenses are in U.S. dollars. Therefore, depreciation in the RMB against the U.S. dollar would adversely impact our revenue upon translation to U.S. dollars, but the positive impact on operating expenses would be less. This would result in an overall adverse effect on our results of operations and financial position.

To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure. In addition, our currency exchange variations may be magnified by Chinese exchange control regulations that restrict our ability to convert RMB into foreign currency.

We face a variety of risks associated with international sales and operations.

We currently derive, and expect to continue to derive, a significant portion of our revenue from international sales in various markets. In addition, a major portion of our operations is based in Shenzhen, China. Our international revenue and operations are subject to a number of material risks, including, but not limited to:

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difficulties in staffing, managing and supporting operations in more than one country;

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difficulties in enforcing agreements and collecting receivables through foreign legal systems;

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fewer legal protections for intellectual property in foreign jurisdictions;

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foreign and U.S. taxation issues and international trade barriers;

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general economic and political conditions in the markets in which we operate;

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difficulties in obtaining any necessary governmental authorizations for the export of our products to certain foreign jurisdictions;

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fluctuations in foreign economies;

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fluctuations in the value of foreign currencies and interest rates;

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trade and travel restrictions;

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outbreaks of avian flu, Severe Acute Respiratory Syndrome, or SARS, H1N1 swine flu or other contagious diseases;

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domestic and international economic or political changes, hostilities and other disruptions in regions where we currently operate or may operate in the future;

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difficulties and increased expenses in complying with a variety of U.S. and foreign laws, regulations and trade standards, including the Foreign Corrupt Practices Act; and

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different and changing legal and regulatory requirements in the jurisdictions in which we currently operate or may operate in the future.

Negative developments in any of these areas in China or other countries could result in a reduction in demand for our products, the cancellation or delay of orders already placed, difficulties in producing and delivering our products, threats to our intellectual property, difficulty in collecting receivables, and a higher cost of doing business. In addition, although we maintain an anti-corruption compliance program throughout the company, violations of our compliance program may result in criminal or civil sanctions, including material monetary fines, penalties and other costs against us or our employees, and may have a material adverse effect on our business.

We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets.

We are subject to export control laws, regulations and requirements that limit which products we sell and where and to whom we sell our products, especially laser-dependent products. In some cases, it is possible that export licenses would be required from U.S. government agencies for some of our products in accordance with various statutory authorities, including but not limited to the International Traffic in Arms Regulations, the Export Administration Act of 1979, the International Emergency Economic Powers Act of 1977, the Trading with the Enemy Act of 1917 and the Arms Export Control Act of 1976 and various country-specific trade sanctions legislation. In addition, various countries regulate the import of certain technologies and have enacted laws that could limit our ability to distribute our products. We may not be successful in obtaining the necessary export and import licenses. Failure to comply with these and similar laws on a timely basis, or at all, or any limitation on our ability to export or sell our products would adversely affect our business, financial condition and results of operations.

Changes in our products or changes in export and import laws and implementing regulations may create delays in the introduction of new products in international markets, prevent our customers from deploying our products internationally or, in some cases, prevent the export or import of our products to certain countries altogether. Any change in export or import regulations or related legislation, shift in approach to the enforcement or scope of existing regulations, or change in the countries, persons or technologies targeted by such regulations,

could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations. In such event, our business and results of operations could be adversely affected.

We are subject to government regulations that could adversely impact our business.

The Federal Communications Commission, or FCC, has jurisdiction over the entire U.S. telecommunications industry and, as a result, our products and our U.S. customers are subject to FCC rules and regulations. Current and future FCC regulations affecting communications services, our products or our customers’ businesses could negatively affect our business. In addition, international regulatory standards could impair our ability to develop products for international customers in the future. Delays caused by our compliance with regulatory requirements could result in postponements or cancellations of product orders. Further, we may not be successful in obtaining or maintaining any regulatory approvals that may, in the future, be required to operate our business. Any failure to obtain such approvals could harm our business and results of operations.

If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected.

Preparing our consolidated financial statements involves a number of complex manual and automated processes, which are dependent upon individual data input or review and require significant management judgment. One or more of these elements may result in errors that may not be detected and could result in a material misstatement of our consolidated financial statements. In 2007, we implemented Oracle eBusiness suite software to automate certain business operations and internal reporting activities. While automation is intended to decrease the likelihood for error and enhance our ability to detect errors that could arise, we expect that for the foreseeable future we will have procedures that are manually intensive.

The Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, requires, among other things, that as a publicly traded company we maintain effective internal control over financial reporting and disclosure controls and procedures. During 2009, we determined we had a significant deficiency related to policies, procedures and controls over maintaining adequate third party evidence of product shipment or delivery to support revenue recognition. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a company’s financial reporting. For certain quarters, our subsidiaries in China did not retain shipping documentation adequate under U.S. GAAP to enable us to determine whether to recognize revenue for certain shipments at the end of such periods. Specifically, we noted that in certain instances shipping documentation was not retained or did not clearly indicate the date on which shipment or delivery had occurred. In the fourth quarter of 2009, we developed and implemented a remediation plan designed to address this deficiency. The remediation plan includes training of our logistics personnel with a focus on adequate documentation and procedures necessary for satisfying revenue recognition criteria under U.S. GAAP, additional training of our employees with regard to our code of business conduct and ethics and revenue recognition criteria, and other policies and procedures. Although we have not noted any additional exceptions in the fourth quarter of 2009, until we have further experience with the results of the remediation plan, we will not know if it will be successful in helping us avoid such errors in the future.

If a material misstatement occurs in the future, we may fail to meet our future reporting obligations, we may need to restate our financial results and the price of our common stock may decline. Any failure of our internal controls could also adversely affect the results of the periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that will be required when the rules of the Securities and Exchange Commission, or the SEC, under Section 404 of the Sarbanes-Oxley Act, become applicable to us beginning with the filing of our Annual Report on Form 10-K for the year ending December 31, 2011. Effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

Potential changes in our effective tax rate could harm our future results.

We are subject to income taxes in the United States and various foreign jurisdictions, and our domestic and international tax liabilities are subject to the allocation of expenses in differing jurisdictions. Our tax rate is affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses arising from the requirement to expense stock options and the valuation of deferred tax assets and liabilities, including our ability to utilize our net operating losses. Increases in our effective tax rate could harm our results of operations.

We may be unable to utilize our net operating loss carryforwards to reduce our income taxes.

As of December 31, 2009, we had net operating loss, or NOL, carryforwards for U.S. federal and state tax purposes of $130.8 million and $85.4 million, respectively, which are subject to valuation allowance. If not utilized, these NOL carryforwards expire, beginning in 2010. The utilization of the NOL and tax credit carryfowards are subject to a substantial limitation imposed by Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, and similar state provisions. We recorded deferred tax assets net of valuation allowance for the NOL carryforwards currently available after considering the existing Section 382 limitation. If we incur an additional limitation under Section 382, then the NOL carryforwards, as disclosed, could be reduced by the impact of any future limitation that would result in existing NOL carryforwards and tax credit carryforwards expiring unutilized.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and the New York Stock Exchange, imposes additional requirements on public companies, including specific corporate governance practices. For example, the listing requirements of the New York Stock Exchange require that we satisfy certain corporate governance requirements relating to independent directors, audit and compensation committees, distribution of annual and interim reports, stockholder meetings, stockholder approvals, solicitation of proxies, conflicts of interest, stockholder voting rights and codes of conduct. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For

example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantial additional costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders.

We believe that our existing cash and cash equivalents, and cash flows from our operating activities, will be sufficient to meet our anticipated cash needs for at least the next 12 months. We operate in an industry, however, that makes our prospects difficult to evaluate. It is possible that we may not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs. If this occurs, we may need additional financing to execute on our current or future business strategies, including to:

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invest in our research and development efforts by hiring additional technical and other personnel;

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expand our operating or manufacturing infrastructure;

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acquire complementary businesses, products, services or technologies; or

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otherwise pursue our strategic plans and respond to competitive pressures.

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders, including those acquiring shares in this offering. We cannot assure you that additional financing will be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, if and when needed, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our products, or otherwise respond to competitive pressures could be significantly limited.

In some instances, we rely on third-party sales representatives and distributors to assist in selling our products, and the failure of these representatives and distributors to perform as expected could reduce our future revenue.

Although we primarily sell our products through direct sales to systems vendors, we also sell our products to some of our customers through third-party sales representatives and distributors. Many of our third-party sales representatives and distributors also market and sell competing products from our competitors. Our third-party sales representatives and distributors may terminate their relationships with us at any time, or with short notice. Our future performance will also depend, in part, on our ability to attract additional third-party sales representatives and distributors that will be able to market and support our products effectively, especially in markets in which we have not previously distributed our products. If our current third-party sales representatives and distributors fail to perform as expected, our revenue and results of operations could be harmed.

Natural disasters, terrorist attacks or other catastrophic events could harm our operations.

Our worldwide operations could be subject to natural disasters and other business disruptions, which could harm our future revenue and financial condition and increase our costs and expenses. For example, our corporate headquarters and wafer fabrication facility in Silicon Valley, California are located near major earthquake fault lines. In addition, our manufacturing facilities are located in Shenzhen, China, an area that is susceptible to typhoons. Further, a terrorist attack, including one aimed at energy or communications infrastructure suppliers, could hinder or delay the development and sale of our products. In the event that an earthquake, typhoon, terrorist attack or other natural or manmade catastrophe were to destroy any part of our facilities, destroy or disrupt vital infrastructure systems or interrupt our operations for any extended period of time, our business, financial condition and results of operations would be materially adversely affected.

We are subject to environmental, health and safety laws and regulations, which could subject us to liabilities, increase our costs, or restrict our business or operations in the future.

Our manufacturing operations and our products are subject to a variety of federal, state, local and international environmental, health and safety laws and regulations in each of the jurisdictions in which we operate or sell our products. These laws and regulations govern, among other things, air emissions, wastewater discharges, the handling and disposal of hazardous substances and wastes, soil and groundwater contamination, employee health and safety, and the use of hazardous materials in, and the recycling of, our products. Our failure to comply with present and future environmental, health or safety requirements, or the identification of contamination, could cause us to incur substantial costs, including cleanup costs, monetary fines, civil or criminal penalties, or curtailment of operations. In addition, these laws and regulations have increasingly become more stringent over time. The identification of presently unidentified environmental conditions, more vigorous enforcement of current environmental, health and safety requirements by regulatory agencies, the enactment of more stringent laws and regulations, or other unanticipated events could restrict our ability to expand our facilities, require us to install costly pollution control equipment or incur other additional expenses, or require us to modify our manufacturing processes or the contents of our products, which could have a material adverse effect on our business, financial condition and results of operations.

Our manufacturing facilities use, store and dispose of hazardous substances in connection with their processes. In addition, our operations have grown through acquisitions, and it is possible that businesses that we have acquired may expose us to environmental liabilities that have not yet been discovered associated with historical site conditions or offsite locations. Some environmental laws impose liability for contamination on current and former owners and operators of affected sites, or on parties that generated wastes disposed of at off-site locations, regardless of fault. In the event we are found liable for any such contamination in the future, there can be no assurance that remediation costs, or potential claims for personal injury or property or natural resource damages resulting from contamination, will not be material.

Additionally, increasing efforts to control emissions of greenhouse gases, or GHG, may also impact us. For example California’s recently enacted Global Warming Solutions Act will require us to design and install additional pollution control equipment at our San Jose, California, manufacturing plant. Additional climate change or GHG control requirements are under consideration at the federal level in the United States and in China. Additional restrictions, limits, taxes, or other controls on GHG emissions could increase our operating costs and, while it is not

possible to estimate the specific impact any final GHG regulations will have on our operations, there can be no assurance that these measures will not have significant additional impact on us.

Risks related to our operations in China

Our business operations conducted in China are critical to our success. $105.6 million, or 68.1%, of our revenue in 2009 was recognized from customers located in China. Additionally, a substantial portion of our property, plant and equipment, 78.0% as of December 31, 2009, is located in China. We expect to make further investments in China in the foreseeable future. Therefore, our business, financial condition, results of operations and prospects are to a significant degree subject to economic, political, legal, and social events and developments in China.

Adverse changes in economic and political policies in China, or Chinese laws or regulations could have a material adverse effect on business conditions and the overall economic growth of China, which could adversely affect our business.

The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Despite reforms, the government continues to exercise significant control over China’s economic growth by way of the allocation of resources, control over foreign currency-denominated obligations and monetary policy and provision of preferential treatment to particular industries or companies. Moreover, the laws, regulations and legal requirements in China, including the laws that apply to foreign-invested enterprises, or FIEs, are relatively new and are subject to frequent changes. The interpretation and enforcement of such laws is uncertain. Any adverse changes to these laws, regulations and legal requirements or their interpretation or enforcement could have a material adverse effect on our business.

Furthermore, while China’s economy has experienced rapid growth in the past 20 years, growth has been uneven across different regions, among various economic sectors and over time. China has also in the past and may in the future experience economic downturns due to, for example, government austerity measures, changes in government policies relating to capital spending, limitations placed on the ability of commercial banks to make loans, reduced levels of exports and international trade, inflation, lack of financial liquidity, stock market volatility and global economic conditions. Any of these developments could contribute to a decline in business and consumer spending in addition to other adverse market conditions, which could adversely affect our business.

The termination and expiration or unavailability of our preferential tax treatments in China may have a material adverse effect on our operating results.

qualify for preferential status. Currently, we have qualified for a preferential 15% tax rate that is available for new and high technology enterprises. The preferential rate applies to 2008, 2009 and 2010. We realized benefits from this 10% reduction in tax rate of $0.2 million and $1.0 million for 2008 and 2009, respectively, or $0.00 and $0.02 per basic and diluted share for 2008 and 2009, respectively. We intend to reapply for the preferential rate for 2011. If approved, the income tax rate will remain at 15%, otherwise, the income tax rate will be 24% for 2011 and 25% thereafter.

Our subsidiaries in China are subject to restrictions on dividend payments, on making other payments to us or any other affiliated company, and on borrowing or allocating tax losses among our subsidiaries.

Current Chinese regulations permit our subsidiaries in China to pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations, which are different than U.S. accounting standards and regulations. In addition, our subsidiaries in China are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund their statutory common reserves until such reserves have reached at least 50% of their respective registered capital. As of December 31, 2009, our Chinese subsidiaries’ common reserves had not reached this threshold and, accordingly, these entities are required to continue funding such reserves with accumulated net profits. The statutory common reserves are not distributable as cash dividends except in the event of liquidation. In addition, current Chinese regulations prohibit inter-company borrowings or allocation of tax losses among subsidiaries in China. Further, if our subsidiaries in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Accordingly, we may not be able to move our capital easily, which could harm our business.

Restrictions on currency exchange may limit our ability to receive and use our revenue and cash effectively.

Because a substantial portion of our revenue is denominated in RMB, any restrictions on currency exchange may limit our ability to use revenue generated in RMB to fund any business activities we may have outside China or to make dividend payments in U.S. dollars. Under relevant Chinese rules and regulations, the RMB is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans, without the prior approval of the State Administration of Foreign Exchange, or SAFE. Currently, our subsidiaries in China may purchase foreign exchange for settlement of “current account transactions,” including the payment of dividends to us, without the approval of SAFE. Although Chinese government regulations now allow greater convertibility of the RMB for current account transactions, significant restrictions remain. For example, foreign exchange transactions under our primary Chinese subsidiary’s capital account, including principal payments in respect of foreign currency-denominated obligations, remain subject to significant foreign exchange controls and the approval of SAFE. These limitations could affect the ability of our subsidiaries in China to obtain foreign exchange for capital expenditures through debt or equity financing, including by means of loans or capital contributions from us. We cannot be certain that Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB, especially with respect to foreign exchange transactions. If such restrictions are imposed, our ability to adjust our capital structure or engage in foreign exchange transactions may be limited.

In August 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of Payment and Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 142, a notice regulating the conversion by FIEs of foreign currency into RMB by restricting how the converted RMB may be used. Circular 142 requires that RMB converted from the foreign currency-dominated capital of a FIE may only be used for purposes within the business scope approved by the applicable government authority and may not be used for equity investments within China unless specifically provided for otherwise. In addition, SAFE strengthened its oversight over the flow and use of RMB funds converted from the foreign currency-dominated capital of a FIE. The use of such RMB may not be changed without approval from SAFE. As a result of Circular 142, our subsidiaries in China that are considered FIEs may not be able to convert our capital contributions to them into RMB for equity investments or acquisitions in China.

Uncertainties with respect to China’s legal system could adversely affect the legal protection available to us.

Our operations in China are governed by Chinese laws and regulations. Our subsidiaries in China are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. China’s legal system is a civil law system based on written statutes. Unlike common law systems, it is a legal system where decided legal cases have limited value as precedents. Since 1979, Chinese legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully-integrated legal system, and recently-enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, the interpretation and enforcement of these laws and regulations involve uncertainties. For example, we may have to resort to administrative and court proceedings to enforce the legal protection under contracts or law. However, since Chinese administrative and court authorities have significant discretion in interpreting and implementing statutory and contract terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we would receive compared to more developed legal systems. In addition, protections of intellectual property rights and confidentiality in China may not be as effective as in the United States or other countries or regions with more developed legal systems. Furthermore, the legal system in China is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. All the uncertainties described above could limit the legal protections available to us.

Chinese regulations relating to offshore investment activities by Chinese residents and employee stock options granted by overseas-listed companies may increase our administrative burden, restrict our overseas and cross-border investment activity or otherwise adversely affect the implementation of our acquisition strategy. If our stockholders who are Chinese residents, or our Chinese employees who are granted or exercise stock options, fail to make any required registrations or filings under such regulations, we may be unable to distribute profits and may become subject to liability under Chinese laws.

Chinese foreign exchange regulations require Chinese residents and corporate entities to register with local branches of SAFE in connection with their direct or indirect offshore investment activities. These regulations apply to our stockholders who are Chinese residents and may apply

to any offshore acquisitions that we make in the future. Pursuant to these foreign exchange regulations, Chinese residents who make, or have previously made, direct or indirect investments in offshore companies, will be required to register those investments. In addition, any Chinese resident who is a direct or indirect stockholder of an offshore company is required to file or update the registration with the local branch of SAFE, with respect to that offshore company, any material change involving its round-trip investment, capital variation, such as an increase or decrease in capital, transfer or swap of shares, merger, division, long-term equity or debt investment or creation of any security interest. If any Chinese stockholder fails to make the required SAFE registration or file or update the registration, subsidiaries in China of that offshore parent company may be prohibited from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation, to their offshore parent company, and the offshore parent company may also be prohibited from injecting additional capital into their subsidiaries in China. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liability under Chinese laws for evasion of applicable foreign exchange restrictions. We cannot provide any assurances that all of our stockholders who are Chinese residents have made or obtained, or will make or obtain, any applicable registrations or approvals required by these foreign exchange regulations. The failure or inability of our stockholders in China to comply with the required registration procedures may subject us to fines and legal sanctions, restrict our cross-border investment activities, or limit our Chinese subsidiaries’ ability to distribute dividends or obtain foreign-exchange-dominated loans. Moreover, because of the uncertainties in the interpretation and implementation of these foreign exchange regulations, we cannot predict how they will affect our business operations or future strategy. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our results of operations and financial condition. In addition, if we decide to acquire a domestic company in China, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by these foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

On March 28, 2007, SAFE promulgated the Application Procedure of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Holding Plan or Stock Option Plan of Overseas-Listed Company, or the Stock Option Rule. Under the Stock Option Rule, Chinese residents who are granted stock options by an overseas publicly-listed company are required, through a Chinese agent or Chinese subsidiary of such overseas publicly-listed company, to register with SAFE and complete certain other procedures. We and our Chinese employees who have been granted stock options will be subject to the Stock Option Rule when we become an overseas publicly-listed company. If we or our optionees in China fail to comply with these regulations, we or our optionees in China may be subject to fines and legal sanctions. Several of our employees in China have exercised their stock options prior to our becoming an overseas publicly-listed company. Since there is not yet a clear regulation on how and whether Chinese employees can exercise their stock options granted by overseas private companies, it is unclear whether such exercises are permissible by Chinese laws and it is uncertain how SAFE or other government authorities will interpret or administer such regulations. Therefore, we cannot predict how such exercises will affect our business or operations. For example, we may be subject to more stringent review and approval processes with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may affect our results of operations and financial condition.

We may be obligated to withhold and pay individual income tax in China on behalf of our employees who are subject to individual income tax in China arising from the exercise of stock options. If we fail to withhold or pay such individual income tax in accordance with applicable Chinese regulations, we may be subject to certain sanctions and other penalties and may become subject to liability under Chinese laws.

The State Administration of Taxation has issued several circulars concerning employee stock options. Under these circulars, our Chinese employees (which could include both employees in China and expatriate employees subject to individual income tax in China) who exercise stock options will be subject to individual income tax in China. Our subsidiaries in China have obligations to file documents related to employee stock options with relevant tax authorities and withhold and pay individual income taxes for those employees who exercise their stock options. However, since there is not yet a clear regulation on how and whether Chinese employees can exercise stock options granted by overseas private companies and how Chinese employers shall withhold and pay individual taxes, the relevant tax authority has verbally advised us that due to the difficulty in determining the fair market value of our shares as a private company, we need not withhold and pay the individual income tax for the exercises until after the completion of this offering. Thus, we have not withheld and paid the individual income tax for the option exercises. However, we cannot assure you that the Chinese tax authorities will not act otherwise and request us to withhold and pay the individual income tax immediately and impose sanctions on us.

If the Chinese government determines that we failed to obtain approvals of, or registrations with, the requisite Chinese government with respect to our current and past import and export of technologies, we could be subject to sanctions.

China imposes controls on technology import and export. The term “technology import and export” is broadly defined to include, without limitation, the transfer or license of patents, software and know-how, and the provision of services in relation to technology. Depending on the nature of the relevant technology, the import and export of technology to or from China requires either approval by, or registration with, the relevant Chinese governmental authorities.

If we are found to be, or to have been, in violation of Chinese laws or regulations, the relevant regulatory authorities have broad discretion in dealing with such violation, including, but not limited to, issuing a warning, levying fines, restricting us from benefiting from these technologies inside or outside of China, confiscating our earnings generated from the import or export of such technology or even restricting our future export and import of any technology. If the Chinese government determines that our past import and export of technology were inconsistent with, or insufficient for, the proper operation of our business, we could be subject to similar sanctions. Any of these or similar sanctions could cause significant disruption to our business operations or render us unable to conduct a substantial portion of our business operations and may adversely affect our business and result of operations.

China regulation of loans and direct investment by offshore holding companies to China entities may delay or prevent us from using the proceeds we receive from this offering to make loans or additional capital contributions to our China subsidiaries.

In utilizing the proceeds we receive from this offering, we may make loans or additional capital contributions to our China subsidiaries. Any loans to our China subsidiaries are subject to China regulations and approvals. For example, any loans to our China subsidiaries to finance their activities cannot exceed statutory limits, must be registered with SAFE, or its local counterpart,

and must be approved by the relevant government authorities. Any capital contributions to our China subsidiaries must be approved by the Ministry of Commerce or its local counterpart. In addition, under Circular 142, our China subsidiaries, as FIEs, may not be able to convert our capital contributions to them into RMB for equity investments or acquisitions in China.

We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to our future loans or capital contributions to our China subsidiaries. If we fail to receive such registrations or approvals, our ability to use the proceeds of this offering and to capitalize our China subsidiaries may be negatively affected, which could materially and adversely affect our liquidity and ability to fund and expand our business.

Dividends paid to us by our Chinese subsidiaries may be subject to Chinese withholding tax.

The EIT Law and the implementation regulations provide that a 10% withholding tax may apply to dividends payable to investors that are “non-resident enterprises,” to the extent such dividends are derived from sources within China. The comprehensive Double Taxation Arrangement between China and Hong Kong generally reduces the withholding tax on dividends paid from a Chinese company to a Hong Kong company to 5%. Dividends paid to us by our Chinese subsidiaries will be subject to Chinese withholding tax if, as expected, we are considered a “non-resident enterprise” under the EIT Law. If dividends from our Chinese subsidiaries are subject to Chinese withholding tax, our financial condition may be adversely impacted to the extent of such tax.

Our worldwide income may be subject to Chinese tax under the EIT Law.

The EIT Law provides that enterprises established outside of China whose “de facto management bodies” are located in China are considered “resident enterprises” and are generally subject to the uniform 25% enterprise income tax on their worldwide income. Under the implementation regulations for the EIT Law issued by the State Council, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. If we are deemed to be a resident enterprise for Chinese tax purposes, we will be subject to Chinese tax on our worldwide income at the 25% uniform tax rate, which could have an impact on our effective tax rate and an adverse effect on our net income (loss), however, dividends paid to us by our Chinese subsidiaries may not be subject to withholding if we are deemed to be a resident enterprise.

Dividends payable by us to our investors and gains on the sale of our common stock by our foreign investors may be subject to tax under Chinese law.

Under the EIT Law and implementation regulations issued by the State Council, a 10% withholding tax is applicable to dividends payable to investors that are “non-resident enterprises.” Similarly, any gain realized on the transfer of common stock by such investors is also subject to a 10% withholding tax if such gain is regarded as income derived from sources within China. If we are determined to be a “resident enterprise,” dividends we pay on our common stock, or the gain you may realize from the transfer of our common stock, would be treated as income derived from sources within China. If we are required under the EIT Law to withhold tax from dividends payable to investors that are “non-resident enterprises,” or if a gain realized on the transfer of our common stock is subject to withholding, the value of your investment in our common stock may be materially and adversely affected.

Because a substantial portion of our business is located in China, we may have difficulty establishing adequate management, legal and financial controls, which we are required to do in order to comply with Section 404 of the Sarbanes-Oxley Act and securities laws, and which could cause a material adverse impact on our consolidated financial statements, the trading price of our common stock and our business.

Chinese companies have historically not adopted a western style of management and financial reporting concepts and practices, which includes strong corporate governance, internal controls and computer, financial and other control systems. Most of our middle and top management staff in China are not educated and trained in the western system, and we may have difficulty hiring new employees in China with experience and expertise relating to accounting principles generally accepted in the United States and U.S. public-company reporting requirements. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet U.S. public-company reporting requirements. We may, in turn, experience difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act. This may result in material weaknesses in our internal controls which could impact the reliability of our consolidated financial statements and prevent us from complying with SEC rules and regulations and the requirements of the Sarbanes-Oxley Act. Any such material weaknesses or lack of compliance with SEC rules and regulations could result in restatements of our historical consolidated financial statements, cause investors to lose confidence in our reported financial information, have an adverse impact on the trading price of our common stock, adversely affect our ability to access the capital markets and our ability to recruit personnel, lead to the delisting of our securities from the stock exchange on which they are traded. This could lead to litigation claims, thereby diverting management’s attention and resources, and which may lead to the payment of damages to the extent such claims are not resolved in our favor, lead to regulatory proceedings, which may result in sanctions, monetary or otherwise, and have a material adverse effect on our reputation and business.

See also “Risk factors—Risks related to our business—If we fail to maintain effective internal control over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected.”

Our subsidiaries in China are subject to Chinese labor laws and regulations. Recently enacted Chinese labor laws may increase our operation costs in China.

China Labor Contract Law, effective January 1, 2008, together with its implementing rules, effective September 18, 2008, provides more protection to Chinese employees. Previously, an employer had discretionary power in deciding the probation period, not to exceed six months. Additionally, the employment contract could only be terminated for cause. Under the new rules, the probation period varies depending on contract terms and the employment contract can only be terminated during the probation period for cause upon three days notice. Additionally, an employer may not be able to terminate a contract during the probation period on the grounds of a material change of circumstances or a mass layoff. The new law also has specific provisions on conditions when an employer has to sign an employment contract with open-ended terms. If an employer fails to enter into an open-ended contract in certain circumstances, the employer must pay the employee twice their monthly wage beginning from the time the employer should have executed an open-ended contract. Additionally an employer must pay severance for nearly all terminations, including when an employer decides not to renew a fixed-term contract.

On January 1, 2008, the Regulations on Paid Annual Leaves of Staff and Workers also took effect, followed by its implementing measures effective September 18, 2008. These regulations provide that employees who have worked consecutively for one year or more are entitled to paid annual leave. An employer must guarantee that employees receive the same wage income during the annual leave period as that for the normal working period. Where an employer cannot arrange annual leave for an employee due to production needs, upon agreement with the employee, the employer must pay daily wages equal to 300% of the employee’s daily salary for each day of annual leave forfeited by such employee. These newly introduced laws and regulations may materially increase the costs of our operations in China.

The turnover of direct labor in manufacturing industries in China is high, which could adversely affect our production, shipments, and results of operations.

Employee turnover of direct labor in the manufacturing sector in China is high and retention of such personnel is a challenge to companies located in or with operations in China. Although direct labor cost does not represent a high proportion of our overall manufacturing costs, direct labor is required for the manufacture of our products. If our direct labor turnover rates are higher than we expect, or we otherwise fail to adequately manage our direct labor turnover rates, then our results of operations could be adversely affected.

If any of our subsidiaries in China becomes the subject of a bankruptcy or liquidation procedures, we may lose the ability to use its assets.

Because a substantial portion of our business and revenue are derived from China, if any of our subsidiaries in China goes bankrupt and all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our operations in China. Any delay, interruption or cessation of all or a part of our operations in China would negatively impact our ability to generate revenue and otherwise adversely affect our business.

We face risks related to health epidemics and outbreaks of contagious diseases.

Over the past several years, there have been recent reports of outbreaks of avian flu, SARS and H1N1 swine flu in Asia. Since a large portion of our operations and our customers’ and suppliers’ operations are currently based in Asia (mainly China), an outbreak of avian flu, SARS, H1N1 swine flu or other contagious diseases in Asia or elsewhere, or the perception that such outbreak could occur, and the measures taken by the governments of countries affected, including China, may result in material disruptions in our operations.

Risks related to this offering and our common stock

There is no existing market for our common stock and we do not know if one will develop to provide our stockholders adequate liquidity.

There has not been a public trading market for shares of our common stock prior to this offering. An active trading market may not develop or be sustained after this offering. The initial public offering price for the shares of common stock sold in this offering will be determined by negotiations between us, the selling stockholders and representatives of the underwriters. This price may not be indicative of the price at which our common stock will trade after this offering.

Our financial results may vary significantly from quarter-to-quarter due to a number of factors, which may lead to volatility in our stock price.

Our quarterly revenue and results of operations have varied in the past and may continue to vary significantly from quarter to quarter. This variability may lead to volatility in our stock price as research analysts and investors respond to these quarterly fluctuations. These fluctuations are due to numerous factors, including:

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fluctuations in demand for our products;

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the timing, size and product mix of sales of our products;

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changes in our pricing and sales policies or the pricing and sales policies of our competitors;

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our ability to design, manufacture and deliver products to our customers in a timely and cost-effective manner and that meet customer requirements;

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quality control or yield problems in our manufacturing operations;

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length and variability of the sales cycles of our products;

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new product introductions and enhancements by our competitors and ourselves;

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unanticipated increases in costs or expenses; and

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fluctuations in foreign currency exchange rates.

The foregoing factors are difficult to forecast, and these, as well as other factors, could materially adversely affect our quarterly and annual results of operations. In addition, a significant amount of our operating expenses is relatively fixed in nature due to our internal manufacturing, research and development, sales and general administrative efforts. Any failure to adjust spending quickly enough to compensate for a revenue shortfall could magnify the adverse impact of such revenue shortfall on our results of operations. Moreover, our results of operations may not meet our announced guidance or the expectations of research analysts or investors, in which case the price of our common stock could decrease significantly. There can be no assurance that we will be able to successfully address these risks.

Our stock price may be volatile and you may be unable to sell your shares at or above the offering price.

The market price of our common stock could be subject to wide fluctuations in response to, among other things, the risk factors described in this section of this prospectus, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us.

Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions, such as recessions, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock.

In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may become the target of this type of

litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our common stock, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that research analysts publish about us and our business. The price of our common stock could decline if one or more research analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business. If one or more of the research analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price or trading volume to decline.

Our principal stockholders, executive officers and directors own a significant percentage of our stock and will continue to have significant control of our management and affairs after the offering, and they can take actions that may be against your best interests.

Following the completion of this offering, our executive officers and directors, and entities that are affiliated with them, will beneficially own an aggregate of approximately % of our outstanding common stock, on an as-converted basis, based on an assumed initial offering price of $ per share, the midpoint of the price range set forth on the front cover of this prospectus. This significant concentration of share ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. Also, as a result, these stockholders, acting together, may be able to control our management and affairs and matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change in control, including a merger, consolidation or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if such a change in control would benefit our other stockholders.

Our stock price could decline due to the large number of outstanding shares of our common stock eligible for future sale.

Sales of substantial amounts of our common stock in the public market following this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline. These sales could also make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

Upon completion of this offering, as of , 2010, we will have an aggregate of shares of common stock outstanding, assuming no exercise of the underwriters’ over-allotment option, no exercise of outstanding options and exercise of all outstanding warrants. The shares sold pursuant to this offering will be immediately tradable without restriction. Of the remaining shares:

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no shares will be eligible for sale immediately upon completion of this offering;

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shares will be eligible for sale upon the expiration of lock-up agreements, subject in some cases to volume and other restrictions of Rule 144 and Rule 701 under the Securities Act of 1933, as amended, or the Securities Act; and

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shares will be eligible for sale in the public market from time to time thereafter upon the lapse of our right of repurchase with respect to any unvested shares.

The number of shares eligible for sale upon expiration of lock-up agreements assumes the conversion of all outstanding shares of our preferred stock (other than our Series X preferred stock) into an aggregate of 165,990,598 shares of common stock on a 1-for-1 basis and, in the case of our Series X preferred stock, into an aggregate of shares of common stock on a -for- basis, which conversion ratio is based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus.

The lock-up agreements expire 180 days after the date of this prospectus, subject to potential extension in the event we release earning results or material news or a material event relating to us occurs near the end of the lock-up period. J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters, may, in their sole discretion and at any time without notice, release all or any portion of the securities subject to lock-up agreements. After the completion of this offering, we intend to register approximately shares of our common stock that have been issued or reserved for future issuance under our stock incentive plans.

Because our initial public offering price is substantially higher than the pro forma as adjusted net tangible book value per share of our outstanding common stock, new investors will incur immediate and substantial dilution.

The initial public offering price is substantially higher than the pro forma as adjusted net tangible book value per share of our common stock based on the expected total value of our total assets, less our goodwill and other intangible assets, less our total liabilities immediately following this offering. Therefore, if you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution of $ per share in the price you pay for our common stock as compared to the pro forma as adjusted net tangible book value as of December 31, 2009. Furthermore, investors purchasing our common stock in this offering will own only % of our shares outstanding even though they will have contributed % of the total consideration received by us in connection with our sales of common stock. To the extent outstanding options to purchase common stock are exercised, there will be further dilution. For a further description of the dilution that you will experience immediately after this offering, see the section titled “Dilution.”

Our management has broad discretion in the use of the net proceeds from this offering and may not use the net proceeds effectively.

Our management will have broad discretion in the application of the net proceeds of this offering. We cannot specify with certainty the uses to which we will apply the net proceeds we will receive from this offering. The failure by our management to apply these funds effectively could adversely affect our ability to continue to maintain and expand our business.

We currently do not intend to pay dividends on our common stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We currently do not plan to declare dividends on shares of our common stock in the foreseeable future. In addition, the terms of our loan and security agreement with Comerica restrict our

ability to pay dividends. See “Dividend policy” for more information. Consequently, your only opportunity to achieve a return on your investment in our company will be if the market price of our common stock appreciates and you sell your shares at a profit. There is no guarantee that the price of our common stock that will prevail in the market after this offering will ever exceed the price that you pay.

Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.

Our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions. These provisions include:

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providing for a classified board of directors with staggered, three-year terms;

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not providing for cumulative voting in the election of directors;

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authorizing our board of directors to issue, without stockholder approval, preferred stock rights senior to those of common stock;

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prohibiting stockholder action by written consent;

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limiting the persons who may call special meetings of stockholders; and

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requiring advance notification of stockholder nominations and proposals.

In addition, the provisions of Section 203 of the Delaware General Corporate Law will govern us upon completion of this offering. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding common stock, from engaging in certain business combinations without approval of substantially all of our stockholders for a certain period of time.

These and other provisions in our amended and restated certificate of incorporation, our amended and restated bylaws and under Delaware law could discourage potential takeover attempts, reduce the price that investors might be willing to pay for shares of our common stock in the future and result in the market price being lower than it would be without these provisions. See “Description of capital stock—Preferred stock” and “Description of capital stock—Anti-takeover effects of Delaware law.”

Special note regarding forward-looking statements and industry data

This prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in the sections entitled “Prospectus summary,” “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations,” “Business” and “Compensation discussion and analysis.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts, “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk factors” and elsewhere in this prospectus, including, without limitation, in conjunction with the forward-looking statements appearing elsewhere in this prospectus. Some of the factors that we believe could affect our results include:

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our history of losses which may continue in the future;

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the overall condition of the highly cyclical communications networks industry, including the impact of any future downturn;

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overall capital spending for global information networks and adverse economic conditions;

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the loss of, or a significant reduction in orders from, our key customers, including Huawei Technologies;

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our limited operating history on a global basis;

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our ability to continually achieve new design wins and enhance our existing products;

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our ability to anticipate and quickly respond to rapidly changing technologies and customer requirements;

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our customers’ qualification of our products;

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potential future price reductions for our products;

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our ability to optimally match production with customer demand;

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competition in the markets we serve;

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long product development cycles in our industry;

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manufacturing problems, including future potential product defects;

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dependence on a limited number of suppliers of certain components used in our products;

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rapidly changing standards and regulations in our industry;

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our ability to retain key personnel and attract additional qualified personnel;

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our ability to protect and defend our intellectual property, as well as our involvement in current or future intellectual property disputes;

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our ability to manage our long-term growth and expansion requirements;

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the impact of future potential acquisitions;

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limitations resulting from covenants in our credit facilities;

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currency fluctuations and foreign exchange risks;

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risks associated with international sales and operations, including a number of specific risks related to our substantial operations in China; and

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the other factors set forth under “Risk factors.”

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

This prospectus also contains estimates and other information concerning our industry and the communications networks industry, including market size and growth rates that we obtained from industry publications, surveys and forecasts, including the “Optical Network Hardware Quarterly Worldwide and Regional Market Size, Share, and Forecasts” generated by Infonetics Research, dated February 19, 2010, and the “Cisco Visual Networking Index: Forecast and Methodology, 2008-2013” generated by Cisco Systems, Inc. in June 2009. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Although we believe the information in these industry publications, surveys and forecasts is reliable, we have not independently verified the accuracy or completeness of the information.

Use of proceeds

We estimate that the net proceeds from our sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $ million or $ million if the underwriters’ option to purchase additional shares is exercised in full. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of the prospectus, would increase (decrease) the net proceeds to us from this offering by $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

We intend to use the net proceeds to us from this offering for working capital, to continue to expand our existing business and general corporate purposes. Accordingly, our management will have broad discretion in the application of our net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these proceeds. We may also use a portion of the net proceeds to us for repayment of outstanding indebtedness, which currently has interest rates ranging from 4.25% to 5.31% and maturity dates ranging from May 2010 to December 2010, but we currently have no commitments or specific plans to repay any particular indebtedness in advance of its maturity date. We may also use a portion of the net proceeds to us to acquire complementary businesses, products, services or technologies, but we currently have no agreements or commitments relating to any material acquisitions.

Pending their use, we plan to invest the net proceeds to us from this offering in short term, interest bearing obligations, investment grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

Dividend policy

We have never declared or paid dividends on our common stock and do not expect to pay dividends on our common stock for the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used for the operation and growth of our business. Any future determination to pay dividends on our common stock would be subject to the discretion of our board of directors and would depend upon various factors, including our results of operations, financial condition, liquidity requirements, restrictions that may be imposed by applicable law and our contracts and other factors deemed relevant by our board of directors. In addition, our loan and security agreement with Comerica Bank limits our ability to pay dividends.

Capitalization

The following table sets forth our consolidated cash and cash equivalents and capitalization as of December 31, 2009 on:

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an actual basis;

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a pro forma basis to reflect the conversion of all outstanding shares of our preferred stock (other than our Series X preferred stock) into an aggregate of 165,990,598 shares of common stock on a 1-for-1 basis and, in the case of our Series X preferred stock, into an aggregate of shares of common stock on a -for- basis, which conversion ratio is based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus, and to reflect the recognition of a liability and the impact to accumulated deficit for the vested portion of the 4,971,000 stock appreciation units that become exercisable on this offering, based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus; and

•

a pro forma as adjusted basis to reflect the pro forma adjustments described above and further reflect the exercise of 199,960 stock warrants with a weighted average exercise price of $0.72 per share into an equal number of shares of common stock and the sale by us of shares of common stock in this offering, at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses.

The information below is illustrative only and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. In particular, pursuant to the terms of our amended and restated certificate of incorporation, upon completion of this offering, shares of Series X preferred stock will convert to shares of common stock based on a predetermined formula whereby the number of shares of common stock issued to holders of Series X preferred stock shall be the quotient obtained by (i) dividing the total number of shares of Series X preferred stock multiplied by $100.00 by (ii) 50% of the price per share at which shares of common stock are sold to the public. You should read the information in this table together with “Management’s discussion and analysis of financial condition and results of operations” and our consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.


	December 31, 2009
(in thousands, except share and per share data)	Actual			Pro forma	Pro forma As adjusted

Cash and cash equivalents	$	43,420		$	$

Long-term debt (including current portion)	$	8,147		$	$

Series X redeemable convertible preferred stock, $0.0001 par value
Authorized 500,000 shares; Issued and outstanding 402,409 shares; Liquidation preference $80,482; No shares outstanding pro forma and pro forma as adjusted		40,140
Series 1, 2 and 3 redeemable convertible preferred stock, $0.0001 par value
Authorized 185,000,000 shares; Issued and outstanding 165,990,598 shares; Liquidation preference $177,960; No shares outstanding pro forma and pro forma as adjusted		165,310

		205,450

Equity (deficit):
Common stock, $0.0001 par value
Authorized 350,000,000 shares; Issued and outstanding 48,122,981 shares; Issued and outstanding shares pro forma and shares pro forma as adjusted		5
Additional paid-in capital		91,894
Accumulated other comprehensive income		6,000
Accumulated deficit		(218,990	)

Total NeoPhotonics Corporation stockholders’ equity (deficit)		(121,091	)

Noncontrolling interest		1,509

Total equity (deficit)		(119,582	)

Total capitalization	$	94,015		$	$

The number of shares of common stock shown as issued and outstanding in the above table excludes:

•

38,132,024 stock options with a weighted average exercise price of $0.17 per share outstanding as of December 31, 2009, exercisable into an equal number of shares of common stock; and

•

From January 1, 2010 to March 31, 2010, we note the following:

•

we issued 60,027 shares of Series X preferred stock on January 25, 2010, which would be convertible into shares of common stock;

•

we granted 7,753,500 stock options with a weighted average exercise price of $0.49 per share, exercisable into an equal number of shares of common stock; and

•

we granted 2,126,000 stock appreciation units with a weighted average grant date common stock fair value of $0.48 per share.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would result in an approximately $ million increase (decrease) in pro forma as adjusted cash and cash equivalents, and an approximately $ million increase (decrease) in each of pro forma as adjusted total NeoPhotonics Corporation stockholders’ equity, total equity and total capitalization. If the underwriters exercise their over-allotment option in full, there would be a $ increase in each of pro forma as adjusted cash and cash equivalents, total NeoPhotonics Corporation stockholders’ equity, total equity and total capitalization.

Dilution

At December 31, 2009, we had net tangible book value of $76.1 million, or $1.58 per share of common stock, based upon 48,122,981 common shares outstanding on such date. Net tangible book value represents the amount of our total assets, less our goodwill and other intangible assets, less our total liabilities. At December 31, 2009, our pro forma net tangible book value was $ million, or $ per share of common stock. Pro forma net tangible book value per share represents the amount of our net tangible book value adjusted for the recognition of a liability for the vested portion of the 4,971,000 stock appreciation units that become exercisable on this offering, based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus, divided by the shares of common stock outstanding at December 31, 2009, assuming the conversion of all outstanding shares of our preferred stock (other than our Series X preferred stock) into an aggregate of 165,990,598 shares of common stock on a 1-for-1 basis and, in the case of our Series X preferred stock, into an aggregate of shares of common stock on a -for- basis, which conversion ratio is based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus.

After giving effect to the exercise of 199,960 stock warrants with a weighted average exercise price of $0.72 per share into an equal number of shares of common stock, and our sale of shares of common stock in this offering at an assumed initial public offering price of $ , the midpoint of the price range set forth on the front cover of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value at December 31, 2009 would have been $ million, or $ per share of common stock. This represents an immediate increase in pro forma net tangible book value of $ per share to existing stockholders and an immediate dilution of $ per share to new investors.

The following table illustrates this dilution:


Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of December 31, 2009 before giving effect to this offering	$
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares in this offering

Pro forma as adjusted net tangible book value per share after this offering

Dilution per share to new investors in this offering		$

If all our outstanding options had been exercised, the pro forma net tangible book value as of December 31, 2009 would have been $ million, or $ per share, and the pro forma as adjusted net tangible book value after this offering would have been $ million, or $ per share, resulting in dilution to new investors of $ per share.

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2009, the total number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid to us by existing stockholders and by new investors purchasing shares in this offering at the initial public offering price of $ , the midpoint of the price range set forth on the front cover of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses:


	Shares purchased		Total consideration			Average price per share
	Number	Percent	Amount		Percent	Average price per share

Existing stockholders		%	$	217,605,903	%	$
New investors

Total		100%	$		100%	$

A $1.00 increase or decrease in the assumed initial public offering price would increase or decrease, as applicable, total consideration paid to us by new investors and total consideration paid to us by all stockholders by approximately $ million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and without deducting the estimated underwriting discounts and commissions and estimated offering expenses that we must pay.

The sale of shares of common stock by the selling stockholders in this offering will reduce the number of shares held by existing stockholders to , or % of the total shares outstanding, and will increase the number of shares held by new investors to , or % of the total shares outstanding. If the underwriters exercise their over-allotment option in full, the shares held by existing stockholders will further decrease to , or % of the total shares outstanding, and the number of shares held by new investors will further increase to , or % of the total shares outstanding.

The foregoing dilution calculations exclude:

•

38,132,024 stock options with a weighted average exercise price of $0.17 per share outstanding as of December 31, 2009, exercisable into an equal number of shares of common stock; and

•

From January 1, 2010 to March 31, 2010, we note the following:

•

we issued 60,027 shares of Series X preferred stock on January 25, 2010, which would be convertible into shares of common stock;

•

we granted 7,753,500 stock options with a weighted average exercise price of $0.49 per share, exercisable into an equal number of shares of common stock; and

•

we granted 2,126,000 stock appreciation units with a weighted average grant date common stock fair value of $0.48 per share.

Selected consolidated financial data

The following selected consolidated financial data should be read together with our consolidated financial statements and the related notes and “Management’s discussion and analysis of financial condition and results of operations” appearing elsewhere in this prospectus. The selected consolidated financial data in this section is not intended to replace our consolidated financial statements and the related notes.

We derived the consolidated statements of operations data for the years ended December 31, 2007, 2008 and 2009 and the consolidated balance sheet data as of December 31, 2008 and 2009 from our consolidated financial statements appearing elsewhere in this prospectus. The consolidated statements of operations data for the years ended December 31, 2005 and 2006 and the consolidated balance sheet data as of December 31, 2005, 2006 and 2007 are derived from our consolidated financial statements, which do not appear elsewhere in this prospectus and have been revised to reflect the adoption of revised authoritative guidance relating to accounting and reporting for the noncontrolling interest in a subsidiary. Our historical results are not necessarily indicative of our future results.


(in thousands, except share and per share data)	Years ended December 31,
(in thousands, except share and per share data)	2005			2006			2007			2008			2009


Consolidated statement of operations data:
Revenue	$	35,021		$	83,357		$	95,825		$	133,989		$	155,062
Cost of goods sold⁽¹⁾⁽²⁾		33,552			71,453			83,475			109,439			114,572

Gross profit		1,469			11,904			12,350			24,550			40,490

Operating expenses:
Research and development⁽¹⁾		12,475			20,315			23,076			21,480			17,266
Sales and marketing⁽¹⁾		4,126			7,753			10,123			10,435			9,587
General and administrative⁽¹⁾		5,078			10,995			13,142			14,581			15,448
Acquired in-process research and development⁽²⁾		1,341			8,736			—			—			—
Amortization of purchased intangible assets⁽²⁾		346			922			1,826			1,665			1,136
Asset impairment charges⁽³⁾		—			—			6,138			4,047			1,233
Restructuring charges		—			—			—			1,383			—

Total operating expenses		23,366			48,721			54,305			53,591			44,670

Loss from operations		(21,897	)		(36,817	)		(41,955	)		(29,041	)		(4,180	)

Interest and other income (expense), net
Interest income		285			1,755			1,496			448			345
Interest expense		(144	)		(747	)		(1,249	)		(1,692	)		(1,046	)
Other income (expense), net		(1,230	)		(157	)		319			432			(64	)

Total interest and other income (expense), net		(1,089	)		851			566			(812	)		(765	)

Loss before income taxes		(22,986	)		(35,966	)		(41,389	)		(29,853	)		(4,945	)
Benefit from (provision for) income taxes		(71	)		241			(86	)		1,812			(1,902	)

Net loss		(23,057	)		(35,725	)		(41,475	)		(28,041	)		(6,847	)
Net (income) loss attributable to noncontrolling interests⁽⁴⁾		132			22			8			(13	)		(116	)

Net loss attributable to NeoPhotonics Corporation		(22,925	)		(35,703	)		(41,467	)		(28,054	)		(6,963	)
Accretion of redeemable convertible preferred stock		—			—			—			(428	)		(153	)

Net loss attributable to NeoPhotonics Corporation common stockholders	$	(22,925	)	$	(35,703	)	$	(41,467	)	$	(28,482	)	$	(7,116	)

Basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders	$	(1.24	)	$	(0.85	)	$	(0.89	)	$	(0.59	)	$	(0.15	)

Weighted average shares used to compute basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders		18,434,026			42,114,988			46,405,390			48,103,540			47,827,916


Pro forma basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders⁽⁵⁾


Weighted average shares used to compute pro forma basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders⁽⁵⁾

(footnotes on following page)


	December 31,
(in thousands)	2005			2006			2007			2008			2009


Consolidated balance sheet data:
Cash and cash equivalents	$	18,958		$	50,629		$	13,663		$	28,741		$	43,420
Restricted cash		—			1,269			1,652			1,516			3,286
Short-term investments		—			6,006			4,112			—			—
Working capital⁽⁶⁾		14,855			51,417			26,012			30,583			44,167
Total assets		85,703			138,896			167,116			154,776			162,248
Long-term debt (including current portion)		—			2,724			13,970			17,470			8,147
Redeemable convertible preferred stock		65,226			164,789			164,789			196,430			205,450
Common stock and additional paid-in-capital		86,815			89,390			90,714			91,281			91,899
Total deficit		(15,264	)		(50,756	)		(88,285	)		(113,023	)		(119,582	)

(1)


	Years ended December 31,
(in thousands)	2005		2006		2007		2008		2009

Cost of goods sold	$	75	$	128	$	130	$	125	$	53
Research and development		215		409		435		314		228
Sales and marketing		94		200		226		177		180
General and administrative		216		371		545		512		520

Total	$	600	$	1,108	$	1,336	$	1,128	$	981

(2)

In 2005, we acquired approximately 81.5% of Shenzhen Photon Technology Co., Ltd. and in 2006 we acquired another 18.1% interest. Also in 2005, we invested in 7.7% of the outstanding shares of BeamExpress, Inc. and, in 2006, we acquired BeamExpress, Inc. by purchasing the remaining shares. In 2006, we acquired Optun, Inc., Lightconnect, Inc. and the assets and liabilities of Paxera Corporation. These acquisitions were accounted for using the purchase method of accounting. Consideration was allocated to the assets acquired and liabilities assumed based on their fair values, including intangible assets and in-process research and development, and the residual was recorded to goodwill. In-process research and development was expensed at the date of acquisition and the intangible assets are being amortized in cost of goods sold and in operating expenses over their respective useful lives. The results of operations for these acquired businesses are included in our consolidated results of operations from the date of acquisition.

(3)

In 2007, we recorded asset impairment charges relating to goodwill of $5.9 million and intangible assets of $0.2 million, both relating to our acquisition of BeamExpress Inc. in 2006. In 2008, we recorded asset impairment charges relating to intangible assets of $3.3 million and property and equipment of $0.7 million, both triggered by our decision to discontinue development of a product relating to our acquisition of Paxera Corporation in 2006. In 2009, we entered into an agreement to sell our ownership interest in Shenzhen Archcom Technology Co., Ltd, or Archcom, for less than our share of the net assets of Archcom and, as a result, we recognized an impairment charge of $0.8 million. In 2009, we also recorded an asset impairment charge of $0.4 million resulting from the write-off of machinery and equipment no longer in use. For further information, see Note 5 to our consolidated financial statements appearing elsewhere in this prospectus.

(4)

Net income (loss) attributable to noncontrolling interests represents the noncontrolling shareholders’ proportionate share of the results of operations of our majority-owned subsidiaries. For further information, see Note 13 to our consolidated financial statements appearing elsewhere in this prospectus.

(5)

(6)

Working capital is defined as total current assets less total current liabilities.

Management’s discussion and analysis of

financial condition and results of operations

You should read the following discussion and analysis by our management of our financial condition and results of operations in conjunction with our consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus. This discussion and other parts of this prospectus contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in “Risk factors.”

Business overview

We are a leading designer and manufacturer of PIC-based modules and subsystems for bandwidth-intensive, high-speed communications networks. Our products enable high-speed transmission rates and efficient allocation of bandwidth over optical networks with high quality and low costs. Our innovative PIC technology utilizes a set of proprietary design elements that provide optical functionality on a silicon chip. PIC devices integrate many more functional elements than discretely packaged components, enabling increased functionality in a small form factor while reducing packaging and interconnection costs. In addition, the cost advantages of PIC-based components are driven by the economics of semiconductor wafer mass manufacturing, where the marginal cost of producing an incremental chip is much less than that of a discrete component.

We operate a sales model that focuses on direct alignment with our customers through close coordination of our sales, product engineering and manufacturing teams. Our sales and marketing organizations support our strategy of increasing product penetration with our Tier 1 customers while also serving our broader customer base. We employ a direct sales force in the United States, China, Israel and the European Union. These individuals work closely with our product engineers, and product marketing and sales operations teams, in an integrated approach to address our customers’ current and future needs. We also engage independent commissioned representatives and distributors worldwide to further extend our global reach.

We changed our name to NeoPhotonics Corporation in 2002 after having been incorporated as NanoGram Corporation in October 1996 in the State of Delaware. During 2002 and 2003, we spun out two new companies, NanoGram Devices Corporation, a medical device battery company, and

NanoGram Corporation, a nanomaterials applications company. NanoGram Devices was subsequently acquired by Greatbatch Inc. NanoGram Corporation continues to operate as a private company. In November 2003, we filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Northern District of California. Our plan of reorganization was substantially consummated in March 2004, at which point we emerged from bankruptcy. In addition, we have completed several acquisitions as follows:

•

In March 2003, we acquired Lightwave Microsystems Corporation, a developer and fabricator of photonic integrated circuits;

•

In March 2006, we completed the acquisition of Photon Technology Co., Ltd. (now named NeoPhotonics (China) Co., Ltd.), a manufacturer of active optoelectronics, transceivers and modules;

•

In June 2006, we acquired Lightconnect, Inc., which expanded our product portfolio by adding a line of micro-electromechanical systems based optical components and modules;

•

In June 2006, we acquired OpTun, Inc., a developer of ROADM technology;

•

In August 2006, we completed an acquisition of BeamExpress, Inc., an integrator of active indium phosphide telecommunications devices in parallel optics high-speed transceivers;

•

In November 2006, we acquired Paxera Corporation, a developer of tunable technology for dynamically reconfigurable networks; and

•

In February 2008, we acquired certain assets and intellectual property from Mitsubishi Electric Corporation relating to the manufacture of high-speed transceivers.

The amortization of intangible assets relative to these acquisitions is expected to be $3.3 million, $0.8 million and $0.3 million for 2010, 2011 and 2012, respectively, and will continue to decline until fully amortized.

Key components of operating results

Revenue

We sell substantially all of our products to original equipment manufacturers, or OEMs. Revenue is recognized upon delivery of our product to the OEM. We price our products based on market and competitive conditions and may periodically reduce the price of our products as market and competitive conditions change and as manufacturing costs are reduced. Our sales transactions to customers are denominated primarily in RMB or U.S. dollars. For the year ended December 31, 2009, approximately 83.5% of our sales were derived from our China-based subsidiaries, the majority of which were denominated in RMB. We expect a significant portion of our sales to be denominated in foreign currencies in the future. Revenue is driven by the volume of shipments and may be impacted by pricing pressures. We have generated most of our revenue from a limited number of customers. Given the high concentration of network equipment vendors in our industry, our top ten customers represented 82.9% of our total revenue in 2009. We expect that a significant portion of our revenue will continue to be derived from a limited number of customers and we expect that revenue will increase as a result of a continued increase in demand for our products and our planned expansion into new geographies.

Cost of goods sold and gross margin

Our cost of goods sold consists primarily of the cost to produce wafers and to manufacture and test our products. We have a global set of suppliers to help balance considerations related to

product availability, quality and cost. Although components of our cost of goods sold are denominated primarily in RMB or U.S. dollars, most are denominated in RMB. Our manufacturing process extends from wafer fabrication through final module and subsystem assembly and test. The cost of our manufacturing, assembly and test processes includes the cost of personnel and the cost of our manufacturing equipment and facilities. Our cost of goods sold is impacted by manufacturing variances such as assembly and test yields and production volume. We typically experience lower yields and higher associated costs on new products. In general, our cost of goods sold associated with a particular product declines over time as a result of decreases in wafer costs associated with the increase in the volume of wafers produced, as well as yield improvements and assembly and test enhancements. Additionally, our cost of goods sold includes reserves for excess and obsolete inventory, royalty payments, amortization of certain purchased intangible assets and warranty, shipping and allocated facilities costs.

Gross profit as a percentage of total revenue, or gross margin, has been and is expected to continue to be affected by a variety of factors, including the introduction of new products, production volume, the mix of products sold, changes in the cost and volumes of materials purchased from our suppliers, changes in labor costs, changes in overhead costs or requirements, any write-offs of excess and obsolete inventories and changes in the average selling prices of our products. Average selling prices by product typically decline as a result of periodic negotiations with our customers. We strive to increase our gross margin as we seek to manage the costs of our supply chain and increase productivity in our manufacturing processes.

Operating expenses

Our operating expenses consist of research and development, sales and marketing, general and administrative, amortization of purchased intangible assets, asset impairment charges and restructuring charges. Personnel costs are the most significant component of operating expenses and consist of costs such as salaries, benefits, bonuses, stock-based compensation and, with regard to sales and marketing expense, sales commissions. Although our operating expenses are denominated primarily in RMB and U.S. dollars, most are denominated in U.S. dollars.

Research and development. Research and development expense consists of personnel costs, including stock-based compensation, for our research and development personnel, and product development costs, including engineering services, development software and hardware tools, depreciation of capital equipment and facility costs. We record all research and development expense as incurred. Research and development expense has declined over the past two years primarily due to the integration of acquired companies and the termination of certain projects in response to a general decline in the global economy. In the future, we expect research and development expense to increase as we enhance and expand our product offerings. As a percentage of revenue, our research and development expense may vary as our revenue changes over time.

Sales and marketing. Sales and marketing expense consists primarily of personnel costs, including stock-based compensation and sales commissions, costs related to sales and marketing programs and services and facility costs. We expect sales and marketing expense to increase as we increase the number of sales and marketing professionals and expand our marketing activities. As a percentage of revenue, our sales and marketing expense may vary as our revenue changes over time.

General and administrative. General and administrative expense consists primarily of personnel costs, including stock-based compensation, for our finance, human resources and information

technology personnel and certain executive officers, as well as professional services costs related to accounting, tax, banking, legal and information technology services, depreciation of capital equipment and facility costs. We expect general and administrative expense to increase in the short term, as we develop infrastructure necessary to operate as a public company, including increased audit and legal fees, costs to comply with the Sarbanes-Oxley Act and the rules and regulations applicable to companies listed on a national stock exchange, as well as investor relations expense and higher insurance premiums. As a percentage of revenue, our general and administrative expense may vary as our revenue changes over time.

Amortization of purchased intangible assets. We completed a series of business acquisitions in 2005 and 2006, which included the acquisition of intangible assets. These intangible assets are being amortized over their estimated useful lives.

Asset impairment charges. We record asset impairment charges when it is determined that the carrying value of our assets is not recoverable.

In 2007, we discovered a defect in the main product acquired through a previous business acquisition, and we discontinued sales and production activities of this product. Given this event, we performed an impairment review of goodwill and the related long-lived intangible assets. The results of our review indicated that certain assets were impaired and an asset impairment charge of $6.1 million was recognized in the year ended December 31, 2007, of which $5.9 million was related to goodwill and $0.2 million was related to purchased intangible assets.

In 2008, we discontinued the development of a tunable laser product based on recognized operating losses and the projection of future losses relative to that product. As a result of the discontinuance, we concluded that certain asset groups associated with the product were impaired and an asset impairment charge of $4.0 million was recognized in the year ended December 31, 2008, of which $3.3 million was related to purchased intangible assets and $0.7 million was related to tangible fixed assets.

In 2009, we entered into an agreement to sell our 55% ownership interest in Shenzhen Archcom Technology Co., Ltd., or Archcom, for $1.1 million, which was less than our share of the value in the net assets of Archcom. As a result, we recognized an impairment charge of $0.8 million in the year ended December 31, 2009, of which $0.2 million was related to tangible fixed assets and the remaining $0.6 million was recorded as an accrual for the expected loss on sale.

In addition, in 2009, we recorded an impairment charge of $0.4 million resulting from the write-off of machinery and equipment no longer in use.

Asset impairment charges are based on individual facts and circumstances and are not otherwise considered a recurring expense. Although we have recognized impairment charges in each of the three years presented, this is not necessarily indicative of future periods.

Restructuring charges. During the third quarter of 2008, we initiated a restructuring plan as part of a companywide cost saving initiative aimed to reduce operating costs by moving manufacturing operations from the United States to our primary subsidiary in China. As a result, we recorded $1.4 million of restructuring expense in 2008, primarily related to severance costs resulting from the involuntary termination of employees located in the United States and China. We experienced cost savings of approximately $2.9 million in 2009 as a result of this plan; however, we do not anticipate any incremental cost savings in 2010 or thereafter.

Interest and other income (expense), net

Interest income consists of income earned on our cash, cash equivalents and short-term investments.

Interest expense consists of amounts paid for interest on our short-term and long-term debt borrowings.

Other income (expense), net is primarily made up of foreign currency transaction gains and losses. The functional currency of our subsidiaries in China is the RMB and the foreign currency transaction gains and losses of our subsidiaries in China primarily result from their transactions in U.S. dollars.

Income taxes

We conduct our business globally. However, our operating income is subject to varying rates of tax in the United States and China. Consequently, our effective tax rate is dependent upon the geographic distribution of our earnings or losses and the tax laws and regulations in each geographical region. We expect that our income taxes will vary in relation to our profitability and the geographic distribution of our profits. Historically, we have experienced net losses in the United States and in the short term, we expect this trend to continue. In China, one of our subsidiaries has qualified for a preferential 15% tax rate available for high technology enterprises. The preferential rate applies to 2008, 2009 and 2010. We realized benefits from the reduced tax rate of $0.2 million and $1.0 million for 2008 and 2009, respectively, or $0.00 and $0.02 per basic and diluted share for 2008 and 2009, respectively. We intend to reapply for the preferential rate for 2011. If approved, the rate will remain at 15%, otherwise, the rate will be 24% for 2011 and 25% thereafter. In 2009, our cash tax liability in China was partially offset by the utilization of NOL carryforwards. In future periods, we expect that our operations in China will not have sufficient NOL carryforwards to offset any future cash tax obligation in China.

Key metrics

We monitor key financial metrics on a quarterly basis, as set forth below, to help us evaluate future growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess operational efficiencies. We discuss revenue, cost of goods sold and gross margin recognized in accordance with U.S. GAAP under “Key components of operating results.” Non-GAAP financial measures are discussed immediately below this table.


	Three months ended
(in thousands, except percentages)	Sep. 30, 2008			Dec. 31, 2008			Mar. 31, 2009			Jun. 30, 2009			Sep. 30, 2009			Dec. 31, 2009

Revenue	$	35,645		$	32,790		$	32,085		$	36,579		$	43,350		$	43,048

Cost of goods sold		29,762			27,137			27,042			28,016			31,084			28,430
Gross margin		16.5%			17.3%			15.8%			23.4%			28.3%			34.0%

Income (loss) from operations		(10,067	)		(7,966	)		(4,824	)		(1,684	)		537			1,791
Non-GAAP income (loss) from operations		(4,952	)		(4,001	)		(3,176	)		11			2,000			4,419

Net income (loss) attributable to NeoPhotonics Corporation		(10,536	)		(8,224	)		(5,001	)		(2,525	)		(170	)		733
Non-GAAP net income (loss)		(5,421	)		(4,259	)		(3,353	)		(830	)		1,293			3,361
Adjusted EBITDA		(2,912	)		(2,263	)		(708	)		1,681			4,052			6,403

Non-GAAP financial measures. We believe that the use of non-GAAP income (loss) from operations, non-GAAP net income (loss) and adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, are helpful for an investor determining whether to invest in our common stock. In computing our non-GAAP financial measures, we exclude certain items included under U.S. GAAP. Non-GAAP income (loss) from operations and non-GAAP net income (loss) excludes the amortization of purchased intangible assets, stock- based compensation expense, asset impairment charges and restructuring charges. Adjusted EBITDA excludes these same items and, additionally, excludes interest expense, net, provision for (benefit from) income taxes and depreciation expense.

We believe that excluding amortization of purchased intangible assets, stock-based compensation expense, asset impairment charges and restructuring charges helps investors compare our operating performance with our results in prior periods. We believe that it is appropriate to exclude these items as they limit comparability between periods and between us and similar companies. We believe adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, we believe that adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of adjusted EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which items may vary for different companies for reasons unrelated to overall operating performance. We use these non-GAAP financial measures to evaluate the operating performance of our business and aid in the period-to-period comparability. We also use the non-GAAP financial measures for planning and forecasting and measuring results against the forecast and in certain cases for performance-based cash bonus targets for certain of our employees. Using several measures to evaluate the business allows us and investors to (1) assess our relative performance against our competitors and (2) ultimately monitor our capacity to generate returns for our stockholders. Further explanation of the excluded items is provided below:

•

Amortization of purchased intangible assets. Included in our U.S. GAAP financial results is the amortization of purchased intangible assets associated with prior acquisitions and which is non-cash in nature. We exclude these expenses from our non-GAAP financial measures because we believe they are not indicative of our core operating performance.

•

Stock-based compensation expense. Included in our U.S. GAAP financial results are non-cash charges for the fair value of stock options granted to employees. While this is a recurring item, we believe that excluding these charges from our non-GAAP financial measures provides for more accurate comparisons of our historical and current operating results to those of similar companies because various valuation methodologies with subjective assumptions may be used to calculate stock-based compensation expense.

•

Asset impairment charges. Included in our U.S. GAAP financial results in 2008 are non-cash asset impairment charges related to the discontinuation of a product and in 2009 related to the pending sale of our interest in Archcom and fixed assets no longer in use. We exclude asset impairment charges from our non-GAAP financial measures because they are unique to the specific events and circumstances and we do not believe they are indicative of our core operating performance.

•

Restructuring charges. Included in our U.S. GAAP financial results are restructuring charges related to severance and other costs associated with the move of our U.S. manufacturing

operations to China. We exclude restructuring charges from our non-GAAP financial measures, because we believe they are not indicative of our core operating performance.

•

Interest expense, net. Included in our U.S. GAAP financial results is interest income and interest expense. Although our investing and borrowing activities are elements of our cost structure and provide us the ability to generate revenue and returns for our owners, we exclude interest income and interest expense from our adjusted EBITDA financial measure to provide period-to-period comparability of our core operating results unassociated with our investing and borrowing activities.

•

Provision for (benefit from) income taxes. Included in our U.S. GAAP financial results is income tax expense (benefit). While we are subject to various state and foreign taxes and the payment of such taxes is a necessary element of our operations, we exclude income tax expense (benefit) from our adjusted EBITDA financial measure to provide period-to-period comparability of our core operating results unassociated with the varying effective tax rates to which we are subject.

•

Depreciation expense. Included in our U.S. GAAP financial results is depreciation expense associated with our capital expenditures. While the use of the capital equipment enables us to generate revenue for our business, we exclude depreciation expense from our adjusted EBITDA financial measure as the depreciation expense enables us to compare our financial results with other companies in our industry.

These non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate such financial results differently, particularly related to nonrecurring, unusual items. Our non-GAAP financial measures are not measurements of financial performance under U.S. GAAP, and should not be considered as alternatives to income (loss) from operations and net income (loss) attributable to NeoPhotonics Corporation or as indications of operating performance or any other measure of performance derived in accordance with U.S. GAAP. We do not consider these non-GAAP financial measures to be a substitute for, or superior to, the information provided by U.S. GAAP financial results.

The following table reflects the reconciliation of U.S. GAAP financial measures to our non-GAAP financial measures.


	Three months ended
(in thousands)	Sep. 30, 2008			Dec. 31, 2008			Mar. 31, 2009			Jun. 30, 2009			Sep. 30, 2009			Dec. 31, 2009

Income (loss) from operations	$	(10,067	)	$	(7,966	)	$	(4,824	)	$	(1,684	)	$	537		$	1,791

Non-GAAP adjustments:
Amortization of purchased intangible assets⁽¹⁾		1,461			1,607			1,413			1,414			1,240			1,153
Stock-based compensation expense		246			336			235			281			223			242
Asset impairment charges		3,178			869			—			—			—			1,233
Restructuring charges		230			1,153			—			—			—			—

Non-GAAP income (loss) from operations	$	(4,952	)	$	(4,001	)	$	(3,176	)	$	11		$	2,000		$	4,419

Net income (loss) attributable to NeoPhotonics Corporation	$	(10,536	)	$	(8,224	)	$	(5,001	)	$	(2,525	)	$	(170	)	$	733

Non-GAAP adjustments:
Amortization of purchased intangible assets⁽¹⁾		1,461			1,607			1,413			1,414			1,240			1,153
Stock-based compensation expense		246			336			235			281			223			242
Asset impairment charges		3,178			869			—			—			—			1,233
Restructuring charges		230			1,153			—			—			—			—

Non-GAAP net income (loss)	$	(5,421	)	$	(4,259	)	$	(3,353	)	$	(830	)	$	1,293		$	3,361

Interest expense, net		343			258			244			63			199			195
Provision for (benefit from) income taxes		202			(384	)		267			405			539			691
Depreciation expense		1,964			2,122			2,134			2,043			2,021			2,156

Adjusted EBITDA	$	(2,912	)	$	(2,263	)	$	(708	)	$	1,681		$	4,052		$	6,403

(1)

Reflects amortization of purchased intangible assets included in cost of goods sold and operating expenses.

Critical accounting policies and estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and cash flow, and related disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, stock-based compensation expense, impairment analysis of goodwill and long-lived assets, valuation of inventory, warranty liabilities and accounting for income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

We believe that of our significant accounting policies, which are described in Note 2 to our consolidated financial statements appearing elsewhere in this prospectus, the following

accounting policies involve a greater degree of judgment and complexity. Accordingly, we believe these are the most critical to fully understand and evaluate our financial condition and results of operations.

Revenue recognition

We recognize revenue from the sale of our products provided that persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. Contracts and/or customer purchase orders are used to determine the existence of an arrangement. Shipping documents and customer acceptance, when applicable, are used to verify delivery. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. We assess collectability based primarily on the creditworthiness of the customer as determined by credit checks and the customer’s payment history.

Revenue is recognized when the product is shipped and title has transferred to the buyer. We bear all costs and risks of loss or damage to the goods up to that point. On most orders, our terms of sale provide that title passes to the buyer upon shipment by us. In certain cases, our terms of sale may provide that title passes to the buyer upon delivery of the goods to the buyer. We determine payments made to third-party sales representatives are appropriately recorded to sales and marketing expense and not a reduction of revenue as the sales agent services they provide have an identifiable benefit and are made at similar rates of other sales agent service providers. Shipping and handling costs are included in the cost of goods sold. We present revenue net of sales taxes and any similar assessments.

We recognize revenue on sales to distributors, using the “sell in” method (i.e., when product is sold to the distributor) at the time of shipment or delivery, as our distributors do not have extended rights of return or subsequent price discounts or price protections.

Stock-based compensation expense

Our stock-based compensation expense was recorded as follows:


	Years ended December 31,
(in thousands)	2007		2008		2009

Cost of goods sold	$	130	$	125	$	53
Research and development		435		314		228
Sales and marketing		226		177		180
General and administrative		545		512		520

	$	1,336	$	1,128	$	981

For awards granted on or before December 31, 2005, we applied the intrinsic value method of accounting for our employee stock option awards. Under the intrinsic value method, compensation expense for employees was based on the difference, if any, between the fair value of our common stock and the exercise price of the option on the measurement date, the date of grant. As of December 31, 2005, we had $1.7 million of deferred stock-based compensation expense, which was amortized over the vesting period of the applicable options on a straight-line basis through December 31, 2009.

Effective January 1, 2006, we adopted new authoritative accounting guidance for stock-based compensation expense, which requires enterprises to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award. We adopted the new guidance using the prospective transition method. Under this transition method, beginning January 1, 2006, employee stock-based compensation expense includes: (1) compensation cost for all stock-based awards granted prior to, but not yet vested as of December 31, 2005, based on the intrinsic value method and (2) compensation cost for all stock-based awards granted or modified subsequent to December 31, 2005, based on the grant date fair value estimated in accordance with the new guidance.

Our determination of the fair value of stock-based payment awards on the measurement date utilizes the Black-Scholes option pricing model, and is impacted by our common stock price as well as changes in assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected common stock price volatility over the term of the option awards, projected employee option exercise behaviors (expected period between stock option vesting date and stock option exercise date), risk-free interest rates and expected dividends.

The fair value is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense includes the impact of estimated forfeitures. We estimate future forfeitures at the date of grant and revise the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Black-Scholes pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics not present in our option grants. Existing valuation models, including the Black-Scholes model, may not provide reliable measures of the fair value of our stock-based awards. Consequently, there is a risk that our estimates of the fair value of our stock-based awards on the grant dates may bear little resemblance to the actual values realized upon exercise. Stock options may expire or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our consolidated financial statements. Alternatively, value may be realized from these instruments that are significantly higher than the fair values originally estimated on the grant date and reported in our consolidated financial statements.

For the years ended December 31, 2007, 2008 and 2009, we calculated the fair value of stock options granted to employees using the Black-Scholes pricing model with the following assumptions:


	Years ended December 31,
	2007	2008	2009

Weighted-average expected term (years)	5.45	5.84	6.00
Weighted-average volatility	97%	77%	79%
Risk-free interest rate	4.50%-4.67%	2.81%-3.45%	2.15%-3.12%
Expected dividends	0%	0%	0%

The table below summarizes all stock option grants from January 1, 2009 through December 31, 2009:


Grant Date	Options	Exercise price		Common stock fair value		Stock option fair value

February 26, 2009	550,000	$	0.17	$	0.17	$	0.11
May 28, 2009	6,458,000	$	0.17	$	0.17	$	0.12
August 13, 2009	104,000	$	0.17	$	0.17	$	0.12

	7,112,000

In order to determine the fair value of our common stock underlying all option grants, we engaged third party independent appraisers to assist us and have considered contemporaneous valuations of our common stock. The valuation of our common stock as of March 31, 2009 of $0.17 per share was based on a weighted average of various income and market valuation models, including the discounted cash flow method, the comparable company method, and the comparable transaction method. As part of the comparable company method, we analyzed a population of possible comparable companies and selected those technology companies that we considered to be the most comparable to us in terms of revenue, margins and growth. The comparable transaction method considers private company transactions over the past four years within the same industry and uses the earnings and revenue multiples from those transactions to determine the implied value of the subject company. Once the total equity value was computed under the various approaches, we calculated a weighted average of the methods, giving the discounted cash flow method a 70% weighting and the two market methods each a 15% weighting. We then allocated the total equity value between preferred and common stock using a probability-weighted expected return method. We considered four exit events: (1) initial public offering, (2) sale or merger of the company, (3) continuing as a private company and (4) dissolution of the company. We calculated the common stock value under each scenario and based on our estimate of the probability of each event occurring, calculated an estimated common stock value.

We applied a 20% discount for the minority interest relative to the comparable transaction method. In all valuations above, we applied a 24% discount for lack of marketability.

While the comparable transaction method uses historical data, we used several key assumptions in the other valuation models. The significant input assumptions used in the other valuation models are based on subjective future expectations combined with the judgment of management and our board of directors, including:

Assumptions utilized in the discounted cash flow method include:

•

our expected revenue, operating performance, cash flow and adjusted EBITDA for the current and future years, determined as of the valuation date based on our estimates;

•

a discount rate, which is applied to discretely forecasted future cash flows in order to calculate the present value of those cash flows; and

•

a terminal value multiple, which is applied to our last year of discretely forecasted adjusted EBITDA to calculate the residual value of our future cash flows.

Assumptions utilized in the comparable company method include:

•

our expected revenue, operating performance, cash flow and adjusted EBITDA for the current and future years, determined as of the valuation date based on our estimates;

•

multiples of market value to trailing twelve months revenue, determined as of the valuation date, based on a group of comparable public companies we identified; and

•

multiples of market value to expected future revenue, determined as of the valuation date, based on the same group of comparable public companies.

Our board of directors sets the exercise price of stock options based on a price per share no less than the fair market value of our common stock, as estimated on the date of grant, using the information available on the grant date. Our board of directors has taken into consideration numerous objective and subjective factors to determine the fair market value of our common stock on each grant date in order to be able to set exercise prices at or above the estimated fair market value. Such factors included, but were not limited to, (1) valuations using the methodologies described above, (2) our operating and financial performance, (3) the lack of liquidity of our capital stock, (4) the likelihood of achieving a liquidity event given then-current market conditions and trends in the broader communications markets and other similar technology stocks and (5) during the recent economic downturn, the benefits to us of preserving relative consistency of exercise prices during periods characterized by decreasing market values.

The assumptions around fair value that we have made represent our management’s best estimate, but they are highly subjective and inherently uncertain. If management had made different assumptions, our calculation of the options’ fair value and the resulting stock-based compensation expense could differ, perhaps materially, from the amounts recognized in our consolidated financial statements. For example, if we increased the assumption regarding our stock’s volatility for options granted during 2009 by 10%, our stock-based compensation expense would increase by $43,000 for that period, net of expected forfeitures. Likewise, if we increased our assumption of the expected lives of options granted during 2009 by one year, our stock-based compensation expense would increase by $39,000 for that period, net of expected forfeitures. These notional increased expense amounts would be amortized over the options’ four year vesting period. Although changes in assumptions relative to our 2009 expense would be considered immaterial to us, future years could result in a more significant difference if we were to grant additional stock options, the value of our common stock increases significantly and/or our estimated volatility is higher.

In addition to the assumptions used to calculate the fair value of our options, we are required to estimate the expected forfeiture rate of all stock-based awards and only recognize expense for those awards we expect to vest. Accordingly, the stock-based compensation expense recognized in our consolidated statement of operations for the year ended December 31, 2009 has been reduced for estimated forfeitures. If we were to change our estimate of forfeiture rates, the amount of stock-based compensation expense could differ, perhaps materially, from the amount recognized in our consolidated financial statements. For example, if we had decreased our estimate of expected forfeitures by 50%, our stock-based compensation expense for the year ended December 31, 2009, net of expected forfeitures, would have increased by $67,000. This decrease in our estimate of expected forfeitures would increase the amount of expense for all unvested awards that have not yet been recognized by $92,000, which would be amortized over a weighted-average period of 2.4 years. Although we do not consider this difference to be

material to our 2009 results of operations, if our stock-based compensation expense increases in the future, a change in the estimated forfeiture rate could be much more significant.

As of December 31, 2009, we had 4,971,000 stock appreciation units issued and outstanding. These stock appreciation units are not exercisable by any recipient until the earliest to occur of the following: (i) the expiration of the period of time agreed to between our underwriters and certain of our stockholders selected by the underwriters in connection with a public offering of the stock, or (ii) upon the consummation of a change in control, which means a sale of all or substantially all of our assets, or a merger, consolidation or other capital reorganization or business combination transaction with or into another corporation or entity. Because neither of these events has occurred and therefore recipients are not able to exercise their units, no compensation expense has been recognized to date relative to these awards. As of December 31, 2009, the aggregate intrinsic value of all of our outstanding stock appreciation units was $2.0 million, calculated based on the difference between the fair value of the common stock on date of grant and the fair value of our common stock as of December 31, 2009.

Goodwill and long-lived assets

Goodwill is evaluated, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Our annual goodwill impairment testing is performed on December 31 of each year. Goodwill is reviewed for impairment utilizing a two-step process. First, impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value of the reporting unit is estimated using a discounted cash flow approach. If the carrying amount of the reporting unit exceeds its fair value, a second step is performed to measure the amount of impairment loss, if any. In step two, the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment loss. During the year ended December 31, 2007, we recorded $5.9 million of goodwill impairment charges. We did not recognize any goodwill impairment charges during the years ended December 31, 2008 or 2009.

Depreciation and amortization of the intangible assets and other long-lived assets is provided using the straight-line method over their respective estimated useful lives, reflecting the pattern of economic benefits associated with these assets. Changes in circumstances such as technological advances, changes to our business model, or changes in our capital strategy could cause the actual useful lives of intangible assets or other long-lived assets to differ from initial estimates. In those cases where we determine that the useful life of an asset should be revised, we depreciate the remaining net book value over the new estimated useful life. During the year ended December 31, 2008, we changed the estimated remaining useful life of acquired technology and patents related to ROADM products from 57 months to 28 months, which increased our amortization expense included within cost of goods sold by $0.2 million and $0.5 million for the years ended December 31, 2008 and 2009, respectively.

These assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable based on their future cash flows. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance and may differ from actual cash flows. The assets

evaluated for impairment are grouped, based on our judgment, with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value. During the years ended December 31, 2007, 2008 and 2009, we recorded asset impairment charges of $0.2 million, $4.0 million and $1.2 million, respectively, related to finite-lived assets.

Valuation of inventories

Inventories are recorded at the lower of cost (using the first-in, first-out method) or market, after we give appropriate consideration to obsolescence and inventories in excess of anticipated future demand. In assessing the ultimate recoverability of inventories, we are required to make estimates regarding future customer demand, the timing of new product introductions, economic trends and market conditions. If the actual product demand is significantly lower than forecasted, we could be required to record additional inventory write-downs which would be charged to cost of goods sold. Any write-downs would have an adverse impact on our gross margin. During the years ended December 31, 2007, 2008 and 2009, we recorded excess and obsolete inventory charges of $2.6 million, $0.0 million and $1.1 million, respectively.

Warranty liabilities

We provide warranties to cover defects in workmanship, materials and manufacturing of our products for a period of one to two years to meet stated functionality specifications. From time to time, we have agreed, and may agree, to warranty provisions providing for extended terms or with a greater scope. Products are tested against specified functionality requirements prior to delivery, but we nevertheless from time to time experience claims under our warranty guarantees. We accrue for estimated warranty costs under those guarantees based upon historical experience, and for specific items at the time their existence is known and the amounts are determinable. A provision for estimated future costs related to warranty activities is charged to cost of goods sold based upon historical product failure rates and historical costs incurred in correcting product failures. If we experience an increase in warranty claims compared with our historical experience, or if the cost of servicing warranty claims is greater than expected, our gross margin and profitability would be adversely affected.

Accounting for income taxes

We record income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. In estimating future tax consequences, generally all expected future events, other than enactments or changes in tax law or rates, are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

We operate in various tax jurisdictions and are subject to audit by various tax authorities. We provide for tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, relevant tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies.

On January 1, 2007, we adopted revised authoritative guidance which clarified the accounting for uncertainty in tax positions. The guidance defines the confidence level that a tax position must meet in order to be recognized in the financial statements and requires that the tax effects of a position be recognized only if it is “more likely than not” to be sustained based solely on its technical merits as of the reporting date. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

With the adoption of this new guidance, companies are required to adjust their financial statements to reflect only those tax positions that are more likely than not to be sustained. Any necessary adjustment would be recorded directly to retained earnings and reported as a change in accounting principle as of the date of adoption. The new guidance also prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The adoption of this statement did not have a material impact on our consolidated financial position, results of operations or disclosures.

As part of the process of preparing our consolidated financial statements, we are required to estimate our taxes in each of the jurisdictions in which we operate. We estimate actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as accruals and allowances not currently deductible for tax purposes. These differences result in deferred tax assets.

At December 31, 2009, we had total net deferred tax assets of $57.1 million, primarily comprised of U.S. federal and state NOL carryforwards, and a related valuation allowance of $56.6 million, primarily against our U.S. net deferred tax assets, as we believe that sufficient uncertainty exists regarding the realizability of these deferred tax assets. Our net deferred tax assets consist primarily of NOL carryforwards generated in the United States. Realizability of deferred tax assets is deemed appropriate when realization of such assets is more likely than not. Based upon the weight of available evidence, which includes our historical operating performance and the recorded U.S. cumulative net losses, we have provided a full valuation allowance against our U.S. deferred tax assets. We intend to maintain valuation allowances until sufficient evidence exists to support the reversal of the valuation allowances. Under certain conditions related to our future profitability and other business factors, we believe it is possible our results will yield sufficient positive evidence to support the conclusion that it is more likely than not that we will realize the tax benefit of our NOL carryforwards. If that is the case, subject to review of other qualitative factors and uncertainties, we would reverse the remaining deferred tax asset valuation allowance as a reduction of tax expense. For the periods following the recognition of this tax benefit and to the extent we are profitable, we will record a tax provision for which the actual payment may be offset against our accumulated NOL carryforwards. However, our tax rate may significantly increase in future periods.

We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the consolidated statement of operations in the period that the adjustment is determined to be required.

Our income tax expense in 2009 includes $0.8 million of withholding taxes on royalty income from foreign sources. Although there is a U.S. foreign tax credit for foreign income taxes paid,

we do not record a benefit from these foreign tax credits, due to our full valuation allowance on our U.S. deferred tax assets.

Results of operations

The following tables set forth our results of operations for the periods presented and as a percentage of our revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.


	Years ended December 31,
	2007				2008				2009
(in thousands, except percentages)	Amount			% of revenue	Amount			% of revenue	Amount			% of revenue

Revenue	$	95,825		100%	$	133,989		100%	$	155,062		100%
Cost of goods sold		83,475		87		109,439		82		114,572		74

Gross profit		12,350		13		24,550		18		40,490		26

Operating expenses:
Research and development		23,076		24		21,480		16		17,266		11
Sales and marketing		10,123		11		10,435		8		9,587		6
General and administrative		13,142		14		14,581		11		15,448		10
Amortization of purchased intangible assets		1,826		2		1,665		1		1,136		1
Asset impairment charges		6,138		6		4,047		3		1,233		1
Restructuring charges		—		—		1,383		1		—		—

Total operating expenses		54,305		57		53,591		40		44,670		29

Loss from operations		(41,955	)	(44)		(29,041	)	(22)		(4,180	)	(3)
Other income (expense), net		566		1		(812	)	(1)		(765	)	—
Benefit from (provision for) income taxes		(86	)	—		1,812		1		(1,902	)	(1)

Net loss		(41,475	)	(43)		(28,041	)	(21)		(6,847	)	(5)
Net (income) loss attributable to noncontrolling interests		8		—		(13	)	—		(116	)	—

Net loss attributable to NeoPhotonics Corporation	$	(41,467	)	(43%)	$	(28,054	)	(21%)	$	(6,963	)	(5%)

Years Ended December 31, 2008 and 2009

Revenue


	Years ended December 31,				Change
(in thousands, except percentages)	2008		2009		Amount		%

Revenue	$	133,989	$	155,062	$	21,073	16%

Total revenue increased by $21.1 million from 2008 to 2009, representing a 16% increase. The increase in revenue was primarily attributable to a $33.5 million increase in revenue from our customers in China. The increase in revenue from customers in China was primarily due to increased demand for our speed, agility and access products resulting from the 3G wireless buildout, partially relating to the economic stimulus program in China, as well as our launch of new products in 2009. The increase in revenue from customers in China was partially offset by lower revenue from other regions of the world, primarily due to a decrease in revenue in the United States and Japan of $7.9 million from 2008 to 2009. The lower demand in the United States and Japan was primarily driven by lower capital spending by service providers given recessionary economic conditions in 2009.

Cost of goods sold and gross margin


	Years ended December 31,
	2008			2009			Change
(in thousands, except percentages)	Amount		% of revenue	Amount		% of revenue	Amount		%

Cost of goods sold	$	109,439	82%	$	114,572	74%	$	5,133	5%


	Years ended December 31,
			2008			2009			Change

Gross margin			18%			26%			8%

Cost of goods sold increased by $5.1 million, primarily due to an increase in sales volumes and higher sales of our higher cost PIC products, offset by efficiencies obtained in the manufacturing process, including higher wafer yields due to design improvements, reduced testing needed for more mature product offerings and improved manufacturing utilization. In addition, expense related to excess and obsolete inventories increased by $1.1 million from 2008 to 2009, primarily as a result of integrating our cable product portfolio during 2009. Similarly, the improvement in gross margin is primarily attributable to these impacts.

Operating expenses


	Years ended December 31,
	2008			2009			Change
(in thousands, except percentages)	Amount		% of revenue	Amount		% of revenue	Amount			%

Research and development	$	21,480	16%	$	17,266	11%	$	(4,214	)	(20%)
Sales and marketing		10,435	8		9,587	6		(848	)	(8)
General and administrative		14,581	11		15,448	10		867		6
Amortization of purchased intangible assets		1,665	1		1,136	1		(529	)	(32)
Asset impairment charges		4,047	3		1,233	1		(2,814	)	(70)
Restructuring charges		1,383	1		—	—		(1,383	)	(100)

Total operating expenses	$	53,591	40%	$	44,670	29%	$	(8,921	)	(17)

Research and development expense

Research and development expense decreased by $4.2 million from 2008 to 2009, representing a 20% decrease. This was primarily due to several factors, such as strategic reductions in spending, including a $2.0 million reduction in employee costs. This reduction in employee costs resulted from our reduction in workforce implemented at the end of 2008. In addition, the decrease was due to a reduction in development and prototype expenses of $1.3 million, redeployment of resources from research and development to manufacturing of $0.5 million and lower depreciation charges of $0.4 million during 2009.

Sales and marketing expense

Sales and marketing expense decreased by $0.8 million from 2008 to 2009, representing an 8% decrease. This decrease was primarily due to $0.6 million in lower external sales commissions expense and a $0.3 million reduction in employee costs resulting from our reduction in workforce

implemented at the end of 2008, partially offset by an increase in bad debt expense of $0.2 million due to higher defaults of regional foreign cable TV customers in 2009.

General and administrative expense

General and administrative expense increased by $0.9 million from 2008 to 2009, representing a 6% increase. This was primarily due to an increase in accounting, consulting and advisory costs of $0.4 million and an increase in employee expenses of $0.3 million, due to an increase in incentive-based compensation expense, partially offset by reduced salary-related expense resulting from our reduction in workforce implemented at the end of 2008.

Amortization of purchased intangible assets

Amortization of purchased intangible assets decreased by $0.5 million from 2008 to 2009 due to the impairment of intangible assets recognized in 2008 as a result of our decision to discontinue development of a product relating to our acquisition of Paxera Corporation. The impairment resulted in lower amortization of purchased intangible assets in 2009.

Asset impairment charges

In 2008, we recognized $4.0 million of asset impairment charges as a result of the discontinuation of the production of a tunable laser product and in 2009, we recognized $1.2 million of asset impairment charges, primarily related to the agreement to sell our ownership interest in Archcom.

Restructuring charges

During the third quarter of 2008, we initiated a restructuring plan as part of a companywide cost saving initiative aimed to reduce operating costs by moving manufacturing operations from the United States to our primary subsidiary in China. We recorded $1.3 million of expense for severance costs resulting from involuntary termination of employees located in the United States and China and $0.1 million of expense related to a facility closure. We did not incur any restructuring charges in 2009.

Other income (expense), net


	Years ended December 31,
	2008				2009				Change
(in thousands, except percentages)	Amount			% of revenue	Amount			% of revenue	Amount			%

Interest income	$	448		— %	$	345		—%	$	(103	)	(23%)
Interest expense		(1,692	)	(1)		(1,046	)	(1)		646		38
Other income (expense), net		432		—		(64	)	—		(496	)	(115)

Total	$	(812	)	(1%)	$	(765	)	(1%)	$	47		6

Interest income decreased by $0.1 million from 2008 to 2009. While we maintained higher cash balances in 2009, our cash was invested in money market funds with lower interest rates in 2009, but was invested in higher yielding short-term investments for part of 2008.

Interest expense decreased by $0.6 million from 2008 to 2009 primarily as a result of paying off one of our term loans in 2008, amortization of debt issuance costs on our U.S. term loans and a lower average balance outstanding under our lines of credit in China in 2009, as compared to 2008.

Other income (expense), net changed by $0.5 million from 2008 to 2009 primarily due to our subsidiaries in China realizing more foreign currency transaction gains on transactions denominated in U.S. dollars in 2008 when the RMB appreciated against the U.S. dollar.

Benefit from (provision for) income taxes


	Years ended December 31,
(in thousands, except percentages)	2008		2009		Change

Benefit from (provision for) income taxes	$	1,812	$	(1,902)	$	(3,714	)
Effective tax rate		(6.1%)		38.5%

The effective tax rate was negative 6.1% for 2008, compared with an effective tax rate of 38.5% for 2009. The income tax benefit for 2008 primarily resulted from amortization of a deferred tax liability of $1.3 million relating to intangible assets in a foreign subsidiary and the recognition of refundable U.S. research and development credits of $0.2 million. In 2009, we incurred tax expense despite a consolidated loss before income taxes, primarily due to foreign income taxes paid based on profits realized by our foreign subsidiaries of $1.2 million and withholding taxes on royalties received from our foreign subsidiaries of $0.8 million.

Years Ended December 31, 2007 and 2008

Revenue


	Years ended December 31,				Change
(in thousands, except percentages)	2007		2008		Amount		%

Revenue	$	95,825	$	133,989	$	38,164	40%

Revenue increased by $38.2 million from 2007 to 2008, representing a 40% increase. The increase was primarily attributable to an increase in sales of our access and agility products, specifically our PIC products. As our customers begin transitioning to systems for higher speed networks, our PIC products are designed to provide a cost-effective integrated solution. The demand for our access and agility products was stronger in China. Revenue from customers in China accounted for $26.7 million, or 70%, of the increase in revenue from 2007 to 2008, with the balance of the growth primarily due to higher demand in the United States, Europe and other countries in Asia.

Cost of goods sold and gross margin


	Years ended December 31,
	2007			2008			Change
(in thousands, except percentages)	Amount		% of revenue	Amount		% of revenue	Amount		%

Cost of goods sold	$	83,475	87%	$	109,439	82%	$	25,964	31%


	Years ended December 31,
			2007			2008			Change

Gross margin			13%			18%			5%

Cost of goods sold increased by $26.0 million from 2007 to 2008, representing a 31% increase. The increase was primarily due to higher sales volumes. The improvement in gross margin primarily resulted from higher production capacity utilization due to higher production volumes and improvements to our manufacturing processes.

Operating expenses


	Years ended December 31,
	2007			2008			Change
(in thousands, except percentages)	Amount		% of revenue	Amount		% of revenue	Amount			%

Research and development	$	23,076	24%	$	21,480	16%	$	(1,596	)	(7%)
Sales and marketing		10,123	11		10,435	8		312		3
General and administrative		13,142	14		14,581	11		1,439		11
Amortization of purchased intangible assets		1,826	2		1,665	1		(161	)	(9)
Asset impairment charges		6,138	6		4,047	3		(2,091	)	(34)
Restructuring charges		—	—		1,383	1		1,383		n/a

Total operating expenses	$	54,305	57%	$	53,591	40%	$	(714	)	(1)

Research and development expense

Research and development expense decreased by $1.6 million from 2007 to 2008, representing a 7% decrease. This decrease was primarily the result of a redeployment of resources from research and development to manufacturing during 2008, representing a reduction in research and development expense of $1.6 million and reduced spending on prototypes of $0.5 million. This was offset by an increase in employee-related costs of $0.7 million in the first half of 2008 as additional resources were added in research and development.

Sales and marketing expense

Sales and marketing expense increased by $0.3 million from 2007 to 2008, representing a 3% increase. The increase was primarily attributable to bad debt expense of $0.6 million in 2008, associated with a customer that filed for bankruptcy protection during that year. Employee-related costs were relatively flat year over year.

General and administrative expense

General and administrative expense increased by $1.4 million from 2007 to 2008, representing an 11% increase. The increase was due primarily to additional employee costs resulting from increased staffing levels early in 2008.

Amortization of purchased intangible assets

Amortization of purchased intangible assets decreased by $0.2 million from 2007 to 2008 due to the impairment of intangible assets recognized in 2008.

Asset impairment charges

In 2007, we recognized $6.1 million of asset impairment charges relating to a defect in one of the products acquired through a business acquisition, as compared to the $4.0 million recognized in 2008 related to the discontinuation of a tunable laser product, also acquired through an acquisition.

Restructuring charges

In 2008, we recognized $1.4 million of restructuring charges associated with moving our manufacturing operations from the United States to our primary subsidiary in China. We did not incur any restructuring charges in 2007.

Other income (expense), net


	Years ended December 31,
	2007				2008				Change
(in thousands, except percentages)	Amount			% of revenue	Amount			% of revenue	Amount			%

Interest income	$	1,496		2%	$	448		—%	$	(1,048	)	(70%)
Interest expense		(1,249	)	(1)		(1,692	)	(1)		(443	)	(36)
Other income, net		319		—		432		—		113		35

Total	$	566		1%	$	(812	)	(1%)	$	(1,378	)	(243)

Interest income decreased by $1.0 million from 2007 to 2008, due primarily to the lower yields on investments we held and lower average cash balances in 2008. In 2007, we invested in short-term investments, primarily U.S. government notes, and in 2008, we sold these investments and held our cash in money market funds, which yielded comparatively lower interest rates.

The increase in interest expense of $0.4 million from 2007 to 2008 was due to additional debt in 2008 related to the U.S. loan and security agreement we entered into in December 2007.

Other income, net increased by $0.1 million from 2007 to 2008 primarily related to additional foreign exchange gains recognized by our subsidiaries in China resulting from more transactions denominated in U.S. dollars.

Benefit from (provision for) income taxes


	Years ended December 31,
(in thousands, except percentages)	2007			2008		Change

Benefit from (provision for) income taxes	$	(86	)	$	1,812	$	1,898
Effective tax rate		0.2%			(6.1%)

The effective tax rate was 0.2% for 2007, and we recorded a benefit for 2008. The change in the effective tax rate from 2007 to 2008 was primarily attributable to amortization of a deferred tax liability of $1.3 million in 2008, relating to intangible assets in a foreign subsidiary, and the recognition of refundable U.S. research and development credits of $0.2 million in 2008.

Quarterly results of operations

The following tables set forth selected unaudited quarterly statements of operations data for our last six completed fiscal quarters. The information for each of these quarters has been prepared on the same basis as the consolidated financial statements appearing elsewhere in this prospectus and, in the opinion of management, includes all adjustments necessary for the fair presentation of the results of operations for these periods. These data should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this prospectus. These quarterly operating results are not necessarily indicative of our operating results for any future period.


	Three months ended
(in thousands, except percentages)	Sep. 30, 2008			Dec. 31, 2008			Mar. 31, 2009			Jun. 30, 2009			Sep. 30, 2009			Dec. 31, 2009

Revenue	$	35,645		$	32,790		$	32,085		$	36,579		$	43,350		$	43,048
Cost of goods sold		29,762			27,137			27,042			28,016			31,084			28,430

Gross profit		5,883			5,653			5,043			8,563			12,266			14,618
Gross margin		16.5%			17.3%			15.8%			23.4%			28.3%			34.0%

Operating expenses:
Research and development		5,488			4,916			3,779			4,088			4,564			4,835
Sales and marketing		2,566			2,708			2,023			2,173			3,134			2,257
General and administrative		4,026			3,681			3,781			3,702			3,747			4,218
Amortization of purchased intangible assets		462			292			284			284			284			284
Asset impairment charges		3,178			869			—			—			—			1,233
Restructuring charges		230			1,153			—			—			—			—

Total operating expenses		15,950			13,619			9,867			10,247			11,729			12,827

Income (loss) from operations		(10,067	)		(7,966	)		(4,824	)		(1,684	)		537			1,791
Other income (expense), net		(264	)		(633	)		119			(439	)		(131	)		(314	)
Benefit from (provision for) income taxes		(202	)		384			(267	)		(405	)		(539	)		(691	)

Net loss		(10,533	)		(8,215	)		(4,972	)		(2,528	)		(133	)		786
Net (income) loss attributable to noncontrolling interests		(3	)		(9	)		(29	)		3			(37	)		(53	)

Net income (loss) attributable to NeoPhotonics Corporation	$	(10,536	)	$	(8,224	)	$	(5,001	)	$	(2,525	)	$	(170	)	$	733

Quarterly revenue trends and seasonality

Our quarterly results reflect seasonality in the sale of our products. Historically, our product revenue in the second and third quarters is seasonally higher than the first and fourth quarters of the calendar year. The first quarter of the year has historically been negatively affected by reduced economic activity due to Chinese New Year holidays. In the fourth quarter of the year, we have experienced reduced economic activity due to the China National Holiday and year-end holidays in the United States and Europe. In addition, in the second half of 2009, we experienced greater than anticipated demand for our products, primarily due to the economic stimulus program in China that partially offset the seasonality effects of our revenue in 2009. These historical patterns should not be considered a reliable indicator of our future revenue or performance.

Quarterly gross margin trends

Our gross margin has improved over the last six quarters due primarily to several factors: as the volume of our products that we produce increases, we have been able to achieve greater cost efficiencies, which lower the cost of production; we continue to focus on the sale of higher margin products; we are proactive in managing cost reductions through negotiations with our supply chain and continuous improvement in product design; and we pursue initiatives to increase productivity in our manufacturing process. In addition, in the fourth quarter of 2009, we experienced a significantly higher gross margin as compared to prior quarters primarily due to unusually favorable pricing from certain suppliers and greater demand for higher margin products. The gross margin achieved in the fourth quarter of 2009 was considered atypical due to the factors described above and our historical performance should not be considered a reliable indicator of our future performance, particularly in the short-term.

Quarterly operating expense trends

Our operating expenses include research and development expense, sales and marketing expense and general and administrative expense. In the third quarter of 2008, we implemented a restructuring plan and recorded restructuring charges in the third and fourth quarters of 2008. This restructuring plan reduced our operating expenses beginning in the first quarter of 2009. Additionally, in the third quarter of 2009, we recorded a bad debt expense associated with certain accounts with our smaller customers being deemed uncollectible given the global economic environment, which was reflected in sales and marketing expense. In the future, we expect our operating expenses to increase as we enhance our product offerings, increase our sales and marketing activities, and as we develop infrastructure necessary to operate as a public company.

Liquidity and capital resources

Since inception, we have financed our operations through private sales of equity securities and cash generated from operations and from various lending arrangements. At December 31, 2009, our cash and cash equivalents totaled $43.4 million. Cash and cash equivalents were held for working capital purposes and were invested primarily in money market funds. We do not enter into investments for trading or speculative purposes. We believe that our existing cash and cash equivalents, and cash flows from our operating activities, will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, the timing and extent of spending to support

development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced products, the costs to increase our manufacturing capacity and the continuing market acceptance of our products. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected.

A customary business practice in China is for customers to exchange our accounts receivable with notes receivable issued by their bank. From time to time we accept notes receivable from certain of our customers in China. These notes receivable are non-interest bearing and are generally due within six months, and such notes receivable may be redeemed with the issuing bank prior to maturity at a discount. Historically, we have collected on the notes receivable in full at the time of maturity.

Frequently, we also direct our banking partners to issue notes payable to our suppliers in China in exchange for accounts payable. Our Chinese subsidiaries’ banks issue the notes to vendors and issue payment to the vendors upon redemption. We owe the payable balance to the issuing bank. The notes payable are non-interest bearing and are generally due within six months of issuance. As a condition of the notes payable lending arrangements, we are required to keep a compensating balance at the issuing banks that is a percentage of the total notes payable balance until the notes payable are paid by our subsidiaries in China. These balances are classified as restricted cash on our consolidated balance sheets. As of December 31, 2009, our restricted cash totaled $3.3 million.

We have lending arrangements with several financial institutions, including a loan and security agreement with Comerica Bank in the United States, which was amended in December 2009, and several line of credit arrangements for our subsidiaries in China.

As of December 31, 2009, our loan and security agreement in the United States included the following:

•

An $8.0 million revolving line of credit. Amounts available under the revolving line of credit are reduced by any commercial or stand-by letters of credit issued under the facility. As of December 31, 2009, we had outstanding $1.5 million under the revolving line of credit and a $5.0 million letter of credit issued under the facility to support a line of credit facility for our primary subsidiary in China. The $1.5 million outstanding under the line of credit is due in December 2011. As of December 31, 2009, $1.5 million was available under the revolving line of credit.

•

A $9.5 million facility under which we can draw down amounts in multiple six month tranches based on our capital expenditures in the United States. Each drawdown is due and payable in up to 30 equal monthly payments such that all amounts are repaid by June 2013. As of December 31, 2009, $1.6 million was outstanding and is due and payable in 24 equal monthly payments of principal and interest through December 2011. As of December 31, 2009, $7.9 million was available under this facility.

Our loan and security agreement requires us to maintain certain financial covenants, including a liquidity ratio, and restricts our ability to incur additional debt or to engage in certain transactions and is secured by substantially all of our U.S. assets, other than intellectual property assets. As of December 31, 2009, we were in compliance with all covenants contained in this agreement.

Our primary subsidiary in China has a $5.0 million line of credit facility with a Hong Kong bank. This line of credit agreement is supported by letters of credit issued pursuant to our U.S. loan and security agreement, as referenced above. As of December 31, 2009, $5.0 million was outstanding under this facility, and the balance was due in February 2010. Of the $5.0 million line of credit, $4.0 million was denominated in U.S. dollars with an interest rate of 3.38% and $1.0 million was denominated in RMB with an interest rate of 5.31%. As of March 31, 2010, we had repaid the $5.0 million line of credit in full and reborrowed $2.0 million at the same interest rate.

In addition to the $5.0 million line of credit facility for our primary subsidiary in China referenced above, our subsidiaries in China also have short-term line of credit facilities with several banking institutions. These short-term loans have an original maturity date of one year or less as of December 31, 2009. Amounts requested by us are not guaranteed and are subject to the banks’ funds and currency availability. The short-term loan agreements do not contain financial covenants and one such loan agreement is secured by our main manufacturing facility in China. As of December 31, 2009, we had an aggregate of $14.6 million of short-term loans outstanding. All the short-term loans bear the same interest rate of 5.31%.

The table below sets forth selected cash flow data for the periods presented:


	Years ended December 31,
(in thousands)	2007			2008			2009

Net cash provided by (used in) operating activities	$	(29,394	)	$	(15,260	)	$	11,762
Net cash used in investing activities		(10,980	)		(6,674	)		(6,037	)
Net cash provided by financing activities		3,807			36,648			9,010
Effect of exchange rates on cash and cash equivalents		(399	)		364			(56	)

Net increase (decrease) in cash and cash equivalents	$	(36,966	)	$	15,078		$	14,679

Operating activities

In 2007, net cash used in operating activities was $29.4 million. Cash used in operating activities primarily related to payments to suppliers and employees in excess of cash received from our customers from the sale of our products. During the year ended December 31, 2007, we recognized a net loss of $41.5 million; however, that net loss incorporated non-cash charges, including depreciation and amortization of $12.5 million, asset impairment charges of $6.1 million, stock-based compensation expense of $1.3 million and we recorded non-cash increases to our asset reserve accounts of $2.9 million. In addition, we spent an additional $8.3 million in cash in 2007 to increase our inventories in anticipation of expected increases in sales volumes.

In 2008, net cash used in operating activities was $15.3 million. Cash used in operating activities primarily related to payments to suppliers and employees in excess of cash received from our customers from the sale of our products. Although we experienced a 39.8% increase in revenue from 2007 to 2008, our accounts receivables increased by 50.9%, or $15.3 million, primarily due to growth in our international receivables, which typically have longer payment terms. During the year ended December 31, 2008, we recognized a net loss of $28.0 million; however, that net loss incorporated non-cash charges, including depreciation and amortization of $13.5 million, asset impairment charges of $4.0 million and stock-based compensation expense of $1.1 million. Our uses of cash were partially offset by reduced inventories resulting from improved inventory turns and extended payment terms to suppliers, as evidenced by an increase in our accounts payable and accrued and other liabilities.

In 2009, net cash provided by operating activities was $11.8 million. Cash provided by operating activities primarily related to cash receipts from customers in excess of cash payments to our employees and suppliers. During the year ended December 31, 2009, we recognized a net loss of $6.8 million; however, that net loss incorporated non-cash charges, including depreciation and amortization of $13.6 million, asset impairment charges of $1.2 million and stock-based compensation expense of $1.0 million and we recorded non-cash increases to our asset reserve accounts of $1.9 million. We experienced a 15.7% increase in revenue from 2008 to 2009, primarily relating to international customers, whose receivables typically have longer payment terms and therefore our accounts receivables increased by 9.8% or $5.4 million. Our uses of cash were partially offset by reduced inventories resulting from continued improvement in our inventory turns and extended payment terms to suppliers as evidenced by an increase in our accounts payable and accrued and other liabilities.

Investing activities

Our investing activities consisted primarily of capital expenditures and purchases and sales of short-term investments associated with our investment balances.

In 2007, we used $11.0 million of cash for investing activities. We used $12.9 million of cash for the purchase of additional machinery and equipment to support our research and development efforts and manufacturing activities and costs related to the implementation of new enterprise resource planning software, partially offset by $1.9 million of cash provided by the maturities of short-term investments, net of purchases.

In 2008, we used $6.7 million of cash for investing activities. We used $11.1 million of cash for the purchase of property and equipment, primarily associated with expansion of our manufacturing operations in China, partially offset by $4.1 million of cash provided by the sales and maturities of short-term investments.

In 2009, we used $6.0 million of cash for investing activities, comprised of $4.6 million of capital expenditures associated with the purchase of machinery and equipment and software to enhance and support our manufacturing operations, an increase of $1.8 million in restricted cash associated with our notes payable in China, partially offset by $1.0 million of cash provided by the sale of property, plant and equipment and the expected sale of Archcom. In 2010, we expect our cash payments for capital expenditures to be between $15 million and $20 million primarily to expand capacity in our wafer fabrication facility and other manufacturing operations.

Financing activities

Our financing activities consisted primarily of proceeds from the issuance of preferred stock and activity associated with our various lending arrangements.

In 2007, our financing activities provided $3.8 million in cash. We received $5.5 million in cash from net borrowings associated with our bank loans, offset in part by $2.1 million of net payments of our notes payable.

In 2008, our financing activities provided $36.6 million in cash, primarily resulting from $31.1 million of cash from the issuance of preferred stock and $5.8 million in cash from net borrowings associated with our bank loans.

In 2009, our financing activities provided $9.0 million in cash, primarily resulting from $8.9 million of cash proceeds from the issuance of preferred stock and $5.2 million of net proceeds

from notes payable. Our proceeds were offset by $5.1 million of net payments on our outstanding bank loans.

Contractual obligations and commitments

The following summarizes our contractual obligations as of December 31, 2009:


	Payments due by period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years

Short-term loans and notes payable⁽¹⁾	$	28,341	$	28,341	$	—	$	—	$	—
Debt obligations⁽²⁾		8,147		6,035		2,112
Operating leases⁽³⁾		4,330		1,748		2,574		8		—
Purchase commitments⁽⁴⁾		6,031		6,031		—		—		—
Asset retirement obligation⁽⁵⁾		1,000		—		1,000		—		—

		47,849		42,155		5,686		8		—

Expected interest payments⁽⁶⁾		1,170		1,066		104		—		—

Total commitments	$	49,019	$	43,221	$	5,790	$	8	$	—

(1)

In China, we have several lending arrangements that provide short-term loans with a maturity date of one year or less and frequently we issue notes payable to our suppliers. The notes payable are generally due within six months of issuance. The amount presented in the table represents the principal portion of the obligations. The short-term loans outstanding as of December 31, 2009 bear interest at 5.31%, which interest rate was fixed at the time of drawdown. The notes payable are non-interest bearing.

(2)

We have several loan and security agreements in China and the Unites States that provide various credit facilities, including lines of credit and term loans. The amount presented in the table represents the principal portion of the obligations. The debt obligations outstanding as of December 31, 2009 bear interest at rates ranging from 2.73% to 5.31% of which $3.2 million of the outstanding debt was subject to fluctuations in interest rates, while the interest rate relating to the remaining $4.9 million was fixed as the time of the drawdown. Interest is paid monthly over the term of the debt arrangement.

(3)

We have entered into various non-cancelable operating lease agreements for our offices in China and the United States.

(4)

We are obligated to make payments under various arrangements with suppliers for the procurement of goods and services.

(5)

We have an asset retirement obligation of $1.0 million associated with our facility lease in California, which expires in December 2012. This obligation is included in other noncurrent liabilities in the consolidated balance sheet as of December 31, 2009.

(6)

We calculate the expected interest payments based on the outstanding short-term loans and debt obligations at prevailing interest rates as of December 31, 2009.

Off-balance sheet arrangements

During the years ended December 31, 2007, 2008 and 2009, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Quantitative and qualitative disclosures about market risk

Interest rate fluctuation risk

Our cash equivalents consisted primarily of money market funds and interest and non-interest bearing bank deposits. The main objective of these instruments was safety of principal and liquidity while maximizing return, without significantly increasing risk. Given the short-term nature of our cash equivalents, we do not anticipate any material effect on our portfolio due to fluctuations in interest rates.

We are exposed to market risk due to the possibility of changing interest rates associated with certain outstanding balances under our debt instruments. As of December 31, 2009, the interest rates on all of our outstanding debt in China were fixed at the time of drawdown, and were not subject to fluctuations. As of December 31, 2009, a portion of our U.S. debt was based on floating rates of interest and is subject to fluctuations in interest rates. As of December 31, 2009, we had not hedged our interest rate risk.

As of December 31, 2009, we had $3.2 million outstanding under our U.S. credit facilities, of which $2.7 million was subject to fluctuations in interest rates. As of December 31, 2009, the weighted average interest rate on the $2.7 million of outstanding principal subject to interest rate fluctuations was 2.84%. A hypothetical 10% increase in the interest rate could result in approximately $8,000 of additional annual interest expense. The hypothetical changes and assumptions made above will be different from what actually occurs in the future. Furthermore, the computations do not anticipate actions that may be taken by our management should the hypothetical market changes actually occur over time. As a result, actual impacts on our results of operations in the future will differ from those quantified above.

Foreign currency exchange risk

Foreign currency exchange rates are subject to fluctuation and may cause us to recognize transaction gains and losses in our statement of operations. A substantial portion of our business is conducted through our subsidiaries in China whose functional currency is the RMB. To the extent that transactions by our subsidiaries in China are denominated in currencies other than RMB, we bear the risk that fluctuations in the exchange rates of the RMB in relation to other currencies could decrease our revenue and increase our costs and expenses. During the years ended December 31, 2007 and 2008, we recognized foreign currency transaction gains of $0.5 million and $0.8 million, respectively, and during the year ended December 31, 2009, we recognized foreign transaction losses of $0.1 million.

We use the U.S. dollar as the reporting currency for our consolidated financial statements. Any significant revaluation of the RMB may materially and adversely affect our results of operations upon translation of our Chinese subsidiaries’ financial statements into U.S. dollars. While we generate a majority of our revenue in RMB, a majority of our operating expenses are in U.S. dollars. Therefore a depreciation in RMB against the U.S. dollar would negatively impact our revenue upon translation to the U.S. dollars but the impact on operating expenses would be less. For example, for the year ended December 31, 2009, a 10% depreciation in RMB against the U.S. dollar would have resulted in an $11.8 million decrease in our revenue and a $1.2 million increase in our net loss in 2009.

To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure. In addition, our currency exchange variations may be magnified by any Chinese exchange control regulations that restrict our ability to convert RMB into foreign currency.

Inflation risk

Inflationary factors, such as increases in our cost of goods sold and operating expenses, may adversely affect our results of operations. Although we do not believe that inflation has had a

material impact on our financial position or results of operations to date, an increase in the rate of inflation in the future, particularly in China, may have an adverse affect on our levels of gross profit and operating expenses as a percentage of revenue if the sales prices for our products do not proportionately increase with these increased expenses.

Recent accounting pronouncements

In September 2006, the FASB issued accounting guidance on fair value measurements. This standard clarifies the definition of fair value, establishes a framework for measuring fair value within U.S. GAAP, and expands the disclosures regarding fair value measurements. In February 2008, the FASB deferred the effective date of the guidance to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. We adopted the fair value measurement guidance January 1, 2008, except for those items specifically deferred by the FASB, which were adopted January 1, 2009. The adoption did not have a material impact on our financial position, results of operations or cash flows.

In December 2007, the FASB revised the authoritative guidance for business combinations, which establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance applies prospectively to business combinations, if any, for which the acquisition date was on or after January 1, 2009. The adoption of this statement did not have a material impact on our financial position, results of operations or cash flows.

In December 2007, the FASB revised the authoritative guidance to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The guidance was effective for our fiscal year beginning January 1, 2009. The adoption of this guidance resulted in classification changes which have been reflected in our consolidated balance sheets, statements of operations and statements of redeemable convertible preferred stock, deficit and comprehensive loss.

In May 2009, the FASB issued accounting guidance on subsequent events. This accounting guidance is effective for interim or annual periods ending after June 15, 2009. The guidance establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, it sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The adoption of the guidance did not have an impact on our financial position, results of operations or cash flows.

In June 2009, the FASB revised the authoritative guidance for variable interest entities, which changes how a reporting entity determines when an entity that is insufficiently capitalized or is

not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. The new accounting guidance will require a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. The new accounting guidance is effective for us beginning with our first interim period beginning January 1, 2010. We do not expect that the adoption of the guidance will have a material impact on our financial position, results of operations or cash flows.

In September 2009, the FASB reached final consensus on new revenue recognition guidance regarding revenue arrangements with multiple deliverables. The new accounting guidance addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting, and how the arrangement consideration should be allocated among the separate units of accounting. The new accounting guidance is effective for us beginning January 1, 2011 and may be applied retrospectively or prospectively for new or materially modified arrangements. In addition, early adoption is permitted. We do not expect that the adoption of the guidance will have a material impact on our financial position, results of operations or cash flows.

Business

Overview

We are a leading designer and manufacturer of PIC-based modules and subsystems for bandwidth-intensive, high-speed communications networks. The rapid growth of bandwidth-intensive content, including HD and 3D video, music, social networking, video conferencing and other multimedia, is driving the demand for high-bandwidth products. The demand for bandwidth capacity is further intensified by the proliferation of network-attached devices, such as smartphones, laptops, netbooks, PCs, e-readers, televisions and gaming devices, that are enabling consumers to access bandwidth-intensive content anytime and anywhere over fixed and wireless networks, including 3G, and increasingly, LTE networks.

We have research and development and wafer fabrication facilities in Silicon Valley, California which are closely aligned with our research and development and manufacturing facilities in Shenzhen, China. We utilize proprietary design tools and design-for-manufacturing techniques to closely align our design process with our precision nanoscale, vertically integrated manufacturing and testing capabilities. Our technology and manufacturing expertise enables us to deliver repeatable, well-characterized products at high yields. We believe our combination of component integration technology expertise, global sales channels, broad product offerings and cost advantages from our PIC-based, vertically integrated and China-based manufacturing model provides us with key competitive advantages.

We sell our products to the leading network equipment vendors globally, including ADVA AG Optical Networking Ltd., Alcatel-Lucent SA, Ciena Corporation (including its recent acquisition of Nortel’s Metro Ethernet Networks business), Cisco Systems, Inc., FiberHome Technologies Group, ECI Telecom Ltd., Telefonaktiebolaget LM Ericsson, Fujitsu Limited, Harmonic, Inc., Huawei Technologies Co., Ltd., Mitsubishi Electric Corporation, NEC Corporation, Nokia Siemens Networks B.V. and ZTE Corporation. We refer to these companies as our Tier 1 customers. According to Infonetics, the top 12 optical network hardware vendors supplied over 90% of the worldwide market for optical network hardware in 2009. Each of these vendors is one of our Tier 1 customers. In 2009, we had revenue of $155.1 million and a net loss of $6.8 million. We have grown our revenue at a 45.1% compounding annual growth rate, or CAGR, from 2005 to 2009 due to organic growth and acquisitions.

Industry background

Network traffic is continuing to experience rapid growth driven primarily by bandwidth-intensive content, such as HD and 3D video, music, social networking, video conferencing and other multimedia. This growth is intensified by the proliferation of fixed and wireless network-attached devices, including smartphones, laptops, netbooks, PCs, e-readers, televisions and gaming devices, that are enabling consumers to access content at increasing data rates anytime and anywhere. The growing widespread use of IP-based video, including user-generated video, IPTV, streaming web video, video conferencing and mobile video, enabled by 3G and increasingly by LTE networks, has especially contributed to the growth in network traffic and placed significant strains on existing communications networks. According to Cisco’s Visual Networking Index, global IP-based traffic is expected to grow from 14.7 petabytes per month in 2009 to 55.6 petabytes per month in 2013, representing a 39.3% CAGR over such period.

Competition amongst service providers has intensified due to the increasing overlap of service offerings, including voice, video, broadband and mobile offerings among service providers, as well as continued consolidation in the industry. The role of service providers has evolved from delivering simple, discrete communications services to delivering full suites of services. This increased level of convergence, coupled with the growing demand for bandwidth capacity, has resulted in complex communications networks strained by multiple bottlenecks. As a result, service providers have become larger, with increasingly complex requirements that their supply chain must address. These service providers require fewer and larger network equipment vendors who provide systems with technologies that support interoperability of multiple communications protocols, have the capacity to meet the demands of service providers in each geography where they operate and meet their ongoing total cost of ownership requirements.

Despite the increasing number and quality of services being delivered, competition and consolidation among services providers continues to pressure average revenue per user. Service providers have been seeking to improve profitability by utilizing scalable, low-cost, high-bandwidth solutions. Additionally, service providers are utilizing new architectures that enable them to deploy more bandwidth capacity closer to end users. Optical fiber is increasingly becoming the technology of choice across these networks due to its low cost-per-bit advantage.

Optical networking has emerged as a key technology to support the increasing demand for bandwidth capacity due to its ability to provide the speed, agility and access required by service providers. We believe the growth in bandwidth-intensive traffic, the proliferation of network-attached devices and the continued deployment of optical technologies deeper and closer to the edge of communications networks has created a multi-billion dollar market opportunity for high-performance optical systems. For example, optical fiber is currently used across communications networks, such as wireless backhaul, fiber-to-the-home, cable and transport. According to Infonetics, global optical network hardware revenue is projected to increase from $13.4 billion in 2009 to $16.7 billion in 2013.

As service providers consolidate, they increasingly demand fewer and larger suppliers, which requires network equipment vendors to increase their scale and manufacturing capabilities. As a result, the optical network hardware vendor landscape has continued to evolve and consolidate to meet this demand and continues to provide increasingly cost-effective solutions to their service provider customers. According to Infonetics, the top 12 of these vendors supplied over 90% of the worldwide market for optical network hardware in 2009.

China has become an increasingly important geography in the telecommunications equipment industry and local suppliers have emerged as market share leaders over the last several years. For example, Huawei Technologies has become a leading global competitor to North American and European incumbents. According to Infonetics, Huawei Technologies was the leader in the optical network hardware market with a 21.9% market share in 2009, compared with a 14.2% market share in 2007. In addition, given the availability of cost-efficient manufacturing and support infrastructures and qualified engineering talent that the Chinese market provides, North American and European network equipment vendors have increasingly shifted their operations to China.

Challenges faced in communications networks

Existing communications networks face many challenges, including:

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Delivering high-bandwidth, high-speed communications networks at low costs. Traditional service provider networks were not designed for the current and anticipated levels of network traffic. To address rapidly growing traffic demands, service providers have been forced to augment their existing networks with additional network elements to deliver increasing levels of bandwidth capacity. Most currently available bandwidth solutions from network equipment vendors are unable to efficiently leverage existing infrastructure and instead require new network deployments or wholesale replacement of existing optical fiber infrastructure, thereby increasing network complexity and cost and potentially degrading network performance.

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Achieving high levels of integration. Network equipment vendors need to address multiple inter-related customer requirements including power consumption, operating temperature and physical size, while also meeting stringent demands for product performance, spectral efficiency, reliability and cost. These have traditionally been addressed through interconnecting multiple discrete components which results in a high degree of complexity within optical systems. Additionally, solutions that interconnect discrete components are challenged to efficiently deliver bandwidth at high data rates, such as 40Gbps and 100Gbps, because they are less reliable and have difficulty mitigating signal distortion that arises when operating at higher data rates. Given the fragmented nature of these discrete systems and the challenges they have transmitting at high speed, we believe they are unable to reliably and cost-effectively address the escalating requirements of network equipment vendors and, in turn, their service provider customers.

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Ensuring compatibility with existing networks. Approaches to increasing bandwidth capacity that are not backward compatible with existing infrastructure are not attractive to service providers. Certain PIC structures are not compatible with existing networks, creating, what we believe to be, high cost barriers to adoption.

Given these challenges, we believe that existing discrete optical solutions and alternative PIC-based solutions are sub-optimal and do not allow service providers to cost-effectively deliver scalable bandwidth to their customers. We believe this provides multiple opportunities for vendors that provide PIC-based modules and subsystems that address these challenges.

Our solutions

We are a leading designer and manufacturer of PIC-based modules and subsystems for bandwidth-intensive, high-speed communications networks. We offer a broad portfolio of products that are critical in enabling speed, agility and access across communications networks.

The key benefits of our solutions include:

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Enabling service providers to cost-effectively deploy and rapidly scale high-bandwidth capacity networks. Our solutions are compatible with existing network architectures and enable incremental system upgrades, allowing service providers to rapidly scale network capacity and cost-effectively deploy enhanced services to their customers over existing optical fiber infrastructure. We believe our broad product portfolio enables our customers to cost-effectively deliver high-performance systems across the various segments of communications networks.

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Simplifying communications networks implementation through large scale integration. We are able to simplify communications networks deployments by delivering high levels of functional integration through our PIC solutions, which combine multiple discrete elements, in some cases over 100 elements on a single silicon chip. Our PIC-based approach enables us to deliver the increased performance, reliability and power efficiency in our modules and subsystems necessary for 100Gbps, while also reducing cost and physical size to allow complex ROADM modules. We have developed PIC-based products that achieve the increased performance required to migrate networks from 10Gbps to 100Gbps, that provide network agility through cost-effective ROADM modules and that enable network access in outside plant PON installations and wireless backhaul deployments.

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Enabling acceleration of time-to-market for network equipment vendors. We believe our technology is attractive to leading service providers and network equipment vendors because it enables them to implement new features and scale network capacity rapidly, cost-effectively and predictably to meet demanding time-to-market requirements. Our products are developed using proprietary PIC-based design elements, which are similar in concept to standard cells used in the semiconductor industry, have standardized interfaces, provide well-characterized performance and are designed and tested for manufacturability. These elements can be used as fundamental building blocks to construct complex modules and subsystems. Since these elements are well-characterized, our design process can be accomplished efficiently and with fewer cycles, often by utilizing software similar to electronic design automation tools used in the semiconductor industry. This enables us to meet our customers’ demanding time-to-market requirements with predictable performance.

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Satisfying our customers’ quality and volume requirements. We believe we are one of the highest volume PIC manufacturers in the world and have the ability to grow our capacity to meet increasing customer demand. Our Silicon Valley and China-based manufacturing facilities utilize proven semiconductor manufacturing techniques, such as statistical processing control and wafer scale fabrication, which enable us to provide repeatable, well-characterized performance at nanoscale tolerances with high yields. We innovate and design for performance, reliability and manufacturability by closely integrating our design processes with our precision manufacturing and testing capabilities.

Our strengths

Our key competitive strengths include the following:

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Leading provider of PIC technology. We believe we are one of the highest volume PIC manufacturers in the world, and our differentiated PIC technology is a key enabler for delivering the speed, agility and access necessary to meet the increasing performance requirements of high-speed communications networks, including 100Gbps, at low costs. We are able to perform large scale integration of multiple functions at nanoscale tolerances through our design expertise and semiconductor manufacturing process capabilities. By using monolithic and hybrid integration techniques, we are able to combine the materials necessary to perform several functions on a single chip. We believe this differentiated approach to PIC technology is critical for the deployment of cost-effective, high-speed communications networks. Certain of our PIC-based products are designed to provide the performance necessary for transmission of data at 100 Gbps, others integrate many different functional elements to provide network agility through cost-effective ROADM modules and still others are used to provide high-bandwidth connections in access networks, including outside plant PON installations and wireless backhaul deployments.

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Tier 1 global customer base and leading supplier to fast growing Asian markets. We are focused on serving our global Tier 1 customer base of network equipment vendors. According to Infonetics Research, the top 12 optical network hardware vendors supplied over 90% of the worldwide market for optical network hardware in 2009. Each of these vendors is one of our Tier 1 customers. From 2003 to 2009, we increased our aggregate number of design wins by product family with our Tier 1 customers from 3 to 80. For example, we are a leading supplier of high-performance optical modules and subsystems to Huawei Technologies. According to Infonetics, Huawei Technologies had the leading market share with 21.9% of the optical network hardware market in 2009. We also believe we are a leading supplier to optical network equipment vendors in Asia. According to Infonetics, the market in Asia has experienced a CAGR of 13.2% from 2006 to 2009 and is anticipated to reach $5.7 billion by 2013. We believe the rapid growth in Asia is driven by infrastructure investment in China and the success of Chinese companies worldwide.

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Global, vertically integrated volume manufacturing platform. Our vertically integrated design and manufacturing process in the United States and China encompasses all steps from wafer design and fabrication to module and subsystem assembly and test, and allows for rapid iterations in the development cycle and shorter time-to-market for our products. We believe this gives us the ability to innovate throughout the design and manufacturing process, which enhances our ability to meet changing customer requirements, refine production processes and shorten product development cycles. We strive to optimize production output for high yield based on established semiconductor industry techniques, including the use of online production data systems and statistical analysis tools, to meet customer specifications, minimize cost and maximize throughput. Our operations in Shenzhen, China and Silicon Valley, California

complement one another to consistently provide high-quality PIC design and precision manufacturing, as well as continuous product improvement through cross-border research and development. In addition, our presence in Shenzhen aligns with the migration of manufacturing by network equipment vendors to Asia. We believe we are one of the highest volume PIC manufacturers in the world and will have the ability to grow our capacity to meet increasing customer demand.

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Strong knowledge base and extensive intellectual property portfolio. We have a significant intellectual property portfolio relating to PIC design and fabrication, methods for assembly and packaging and other product designs and technologies. In addition, we employ more than 400 personnel dedicated to research and development, process development and manufacturing engineering in the United States and China, including more than 30 professionals with Ph.D. degrees. Our research and development programs allow us to enhance our intellectual property portfolio and continuously improve our products, designs and manufacturing processes. We work closely with our customers, as well as industry groups and service providers, to develop products and technologies to meet customers’ long-term product roadmaps.

Our strategy

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Extending our leadership in photonic integration technologies. We plan to strengthen our technology leadership and leading product performance to accelerate design wins with our customers. Our comprehensive research and development program and our precision manufacturing capabilities enable us to enhance and extend our PIC capabilities across multiple product lines, including 40Gbps, 100Gbps, ROADM and PON products. We intend to continue providing innovative solutions in optical modules and subsystems, with an increasing emphasis on solutions with higher levels of functionality.

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Strengthening our relationships with our Tier 1 customers and penetrating new customers and geographies. We intend to deepen our relationships with our Tier 1 customers by increasing design wins in their systems, and by further collaborating to create new solutions with superior features and capabilities. From 2003 to 2009, we increased our aggregate number of design wins by product family with our Tier 1 customers from 3 to 80. Additionally, we intend to penetrate new high-growth network equipment vendors. We also plan to continue focusing on emerging markets with rapidly growing economies, such as India, where there is increasing need for investment in communications infrastructure to satisfy bandwidth demands.

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Expanding our product development and vertically integrated volume manufacturing capabilities. We plan to continually leverage our vertically integrated manufacturing model to further enhance our design-for-manufacturing capabilities and ensure we provide high quality products at low costs. We intend to continue innovating in our design and manufacturing process to shorten our product development cycles and enhance our ability to provide highly integrated PIC-based and other communications solutions. We plan to pursue further cost reduction initiatives by collaborating with our supply chain partners and continuing our internal productivity initiatives to deliver sustainable volume manufacturing

performance. We intend to continue to develop our comprehensive quality control processes through the use of our statistical and automated information systems.

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Extending our product portfolio into additional segments of the network. Given the demonstrated performance and reliability of our PIC-based products, we intend to leverage our technology to take advantage of new opportunities within communications networks. In extending our product portfolio, we seek to develop products that leverage our technology and process capabilities, support our customers’ long term investments and enable them to fulfill service provider roadmaps for speed, agility and access in their networks.

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Pursuing opportunistic acquisitions. Historically, we have used acquisitions to expand our technology capabilities and grow our customer base. We regularly evaluate potential acquisition opportunities and intend to opportunistically pursue acquisitions that we believe provide complementary technology and can help accelerate our growth and market position.

Technology

We have developed extensive expertise in the design, large-scale fabrication, high-volume module manufacturing and commercial deployment of our PIC products and technologies. The process of designing and manufacturing PICs in high volume with predictable, well-characterized performance and low manufacturing costs is complex and multi-faceted. We believe we have been able to develop the technologies that address and solve a range of interrelated problems that enable the efficient design and manufacture of complex, high-performance components, modules and subsystems for fiber optic networks. The basic elements of our technology are as follows:

Photonic integrated circuits (PICs). We have developed a set of proprietary design elements that provide optical functionality on a silicon chip. We utilize micron and sub-micron scale structures of multiple precision-doped silica planar waveguides to fabricate functional elements such as integrated optical filters, switches and variable attenuators. Through increasing the level of material doping in our planar waveguides, we decrease the size of our functional elements, thereby creating a path for larger scale integration of multiple elements in the same chip area. Depending on the customer engagement, we manufacture individual elements into products and, more often, we integrate these functional design elements into optical circuits to achieve a desired functionality and specification that is incorporated in our products. In addition, we fabricate optical micro electro-mechanical mirrors by precision etching of silicon-based wafers for use singly or in arrays to provide optical functions, such as attenuation and switching, for applications where high performance is required.

Hybrid PIC integration. Through precise fabrication and positioning of physical features, we can integrate PIC devices fabricated on separate wafers out of different materials, matching the material to the function to improve performance attributes and reduce production costs. Our hybrid integration allows us to integrate active devices, such as photodiodes, with high-performance passive devices, such as switches, routers and filters, to provide the desired network functions on a single PIC.

Hardware and firmware integration. We also sell our products as modules and subsystems which contain electronic hardware and firmware control that can be interfaced directly with customer systems. We design the electronic hardware and develop the firmware to integrate these with our optical products to meet customer specifications.

Fabrication and manufacturing processes. We have developed extensive expertise in the technology domains important for high-volume fabrication and manufacturing of our PIC products with wafer-scale processes, including the complex interaction of electro-optic, thermal-optic and mechanical micro-thermal features. These products consist of precision-doped materials, with dimensions controlled to nanoscale tolerances, which we continue to optimize to achieve consistent high manufacturing yields and high performance. To achieve this optimization, we have developed and characterized all of our complex manufacturing steps. These processing steps are analogous to the semiconductor industry and include repeated deposition, lithography and etch, precision materials doping, metrology and inspection, with feedback methodologies for continuous process control. Each PIC element is tested and characterized using our proprietary equipment before incorporation into our products.

Circuit design and design-for-manufacturing tools. We utilize a comprehensive set of proprietary as well as industry standard software design tools, which permit us to model relevant geometries, dimensions and thermal management for a broad range of photonic devices, which then allows us to develop products with minimal design iterations and to manufacture to a wide range of specifications. The effects of small performance variations for an individual photonic device are critical in integrated photonics, because performance variations accumulate over the full array of a PIC, which can contain multiple elements. These issues necessitated our development of a full suite of sophisticated software tools for device design and characterization, coupled with repeatable, narrowly-defined manufacturing processes across multiple process steps.

Products

We have a broad portfolio of over 300 products, including high-speed products that enable data transmission at 10Gbps, 40Gbps and 100Gbps, agility products such as ROADMs that dynamically allocate bandwidth to adjust for volatile traffic patterns, and access products that provide high-bandwidth connections to more devices and people over fixed and wireless networks. Our products are categorized in 34 product families.

Speed

Speed refers to the ability to transmit data at high data rates. A key limitation of network capacity is the amount of data that can be transmitted through a single fiber from one point to another. Therefore, high speed transmission networks carry a larger amount of data from point to point in less time. To address this limitation, we have a portfolio of products enabling data transmission at speeds of 2.5Gbps, 10Gbps, 40Gbps and 100Gbps, shown below.


Product category	Product description and key attributes	Representative product


Transceivers	Transmits data into or receives data from optical fiber •Transmission speeds from 1.25Gbps to 10Gbps •SFP, XFP, XFP-E and SFP+ form factors •2 to 80 kilometer transmission distances


Arrayed waveguide multiplexers	Combines or separates from 4 to 88 different optical wavelength channels on a single optical fiber •33GHz to 100GHz channel spacing •Manages wavelength differences for channel separation


Coherent mixers	Decodes multiple signals transmitted on the same optical wavelength by comparison to an external laser •Used to prepare optical signals for detection •For use in 40Gbps and 100Gbps systems


DQPSK demodulators	Decodes multiple signals transmitted on the same optical wavelength by comparison to a time-delayed version of the incoming signal •Used to prepare optical signals for detection •For use primarily in 40Gbps systems •Integrates devices that manage light signal combination and separation without conversion to electrical signals


Integrated coherent receivers	Decodes multiple phase-modulated optical signals and converts them to electrical form •For use in 40Gbps and 100Gbps systems •Integrates a coherent mixer with photodiode detectors and amplifiers

Agility

Agility refers to the tunability and re-configurability of products to support efficient bandwidth allocation for the rapidly growing and dynamically changing traffic patterns over communications networks. We provide a portfolio of products that enable network agility, shown below.


Product category	Product description and key attributes	Representative product


ROADMs and OADMs	Optical add and drop multiplexers that dynamically or statically remove or add individual optical wavelengths from a single optical fiber • ROADM, VMUX and other OADM configurations • 30 to 48 wavelengths • Optional features include monitoring, power management, and switching

Arrayed waveguide gratings (AWG)	Combines or separates multiple different optical wavelengths on a single optical fiber • Thermal and athermal configurations for stabilization against ambient temperature variations • 50GHz to 100GHz channel spacing • 32 to 88 wavelengths

Variable optical attenuators	Adjusts the power of a signal in an optical fiber • Utilizes MEMS for attenuator control • Low optical signal loss, polarization and wavelength dependence • Per channel power control

Shelf-level modules and subsystems	Chassis level modules and subsystems integrating multiple optical devices • Includes integration of software and electronic control circuitry • Optional configurations include other OADMs, AWGs and other modules and functionality

Access

Access refers to the ability to provide high-bandwidth connections to more devices and people over fixed and wireless networks. We offer a portfolio of products for wireless backhaul applications, fiber-to-the-home network standards and point to point networks, shown below.


Product category	Product description and key attributes	Representative product


Optical network units	Customer premise equipment providing voice, data and internet access over optical fiber- to-the-home or business •10GEPON, GEPON and GPON compatible •Converts and reconverts optical signals to electrical signals •2 wavelengths with bandwidth up to 10Gbps upstream and 10Gbps downstream


Triplexers	Customer premise equipment providing voice, data, internet and analog video access over optical fiber to the home or business •GEPON and GPON compatible •3 wavelengths with digital bandwidth up to 1.25Gbps upstream and 2.5Gbps downstream and analog bandwidth of 800MHz downstream


Optical line terminals	Central office equipment connecting up to 32 users to the fiber optic network •10GEPON, GEPON and GPON compatible •Includes a burst mode receiver •Transmission speeds up to 10Gbps


Transceivers	Transmits data into or receives data from optical fiber for wireless backhaul and point to point applications •3G and LTE backhaul compatible •Transmission speeds up to 10Gbps •SFP, XFP and SFP+ form factors •2 to 80 kilometer transmission distances


AWGs and splitters	Products for outdoor use connecting up to 64 end users to a single optical fiber •Athermal configuration for stabilization against ambient temperature variations •AWGs for use with WDM-PON systems •Splitters with split ratios ranging from 1x4 to 2x64


Product category	Product description and key attributes	Representative product


Cable television subsystems	Hybrid fiber coaxial subsystems for cable television transmission •Transmitters, receivers, amplifiers and compact optical receiver nodes for outdoor and indoor use •Regular and high definition video delivery •Digital data and internet over cable, or DOCSIS 3.0, transmission

Customers

We focus on a global customer base of network equipment vendors who we refer to as our Tier 1 customers. These customers include:

•ADVA AG Optical Networking Ltd.

•Alcatel-Lucent SA

•Ciena Corporation

•Cisco Systems, Inc.

•ECI Telecom Ltd.

•Telefonaktiebolaget LM Ericsson

•FiberHome Technologies Group

•Fujitsu Limited

•Harmonic, Inc.

•Huawei Technologies Co., Ltd.

•Mitsubishi Electric Corporation

•NEC Corporation

•Nokia Siemens Networks B.V.

•ZTE Corporation

According to Infonetics, the top 12 optical network hardware vendors supplied over 90% of the worldwide market for optical network hardware in 2009. We sell our products to all of these vendors, as well as numerous other customers worldwide.

We calculate the percentage of our total revenue attributable to specific customers based on direct sales to such customer. In 2007, 2008 and 2009, our ten largest customers accounted for 61.3%, 70.7% and 82.9%, respectively, of our total revenue. In 2007, 2008 and 2009, sales to Huawei Technologies accounted for 16.1%, 33.9% and 52.9%, respectively, of our total revenue, while sales to Mitsubishi accounted for 12.5% of our total revenue in 2007 and 12.4% of our total revenue in 2008. Sales to Mitsubishi accounted for less than ten percent of our total revenue in 2009. During these periods, no other customer accounted for more than ten percent of our total revenue. We believe the growing concentration of our sales to Huawei Technologies is in part related to Huawei Technologies’ accelerating growth and our position as one of its core optical suppliers. According to Infonetics, Huawei Technologies has grown from a 14.2% market share of the optical network hardware market in 2007 to a 21.9% market share in 2009.

We focus on increasing our penetration of our Tier 1 customers by adding design wins across our product families. From 2003 to 2009, we increased our aggregate number of design wins by product family with these customers from 3 to 80. Additionally, we plan to continue to develop relationships and achieve design wins with new and existing high-growth customers.

Sales and marketing

while also serving our broader customer base. Our sales cycles typically require a significant amount of time and a substantial expenditure of resources before we can realize revenue from the sale of products. The length of our sales cycle, from initial request to design win, is typically 6 to 12 months for an existing product and 18 months or longer for a new product.

Our sales process involves collaboration and regular discussion with our customers early in their design cycles to implement new product development programs. Our sales organization facilitates these activities by working closely with our product engineering managers and design teams to conduct periodic engineering reviews and program reviews with counterparts at our customers. We believe that these extensive collaborative engineering activities provide us valuable insight into our customers’ broader and longer term needs.

We employ a direct sales force in the United States, China, Israel and the European Union. These individuals work closely with our product engineers, and product marketing and sales operations teams, in an integrated approach to address our customers’ current and future needs. We believe we are well positioned to capitalize on the migration of our customers’ operations to China, where our large Shenzhen-based sales and engineering staff is able to closely and effectively support our customers. We also engage independent commissioned representatives and distributors worldwide to further extend our global reach. We expect to continue to add sales and related support personnel as we grow our business.

Our marketing team focuses on product strategy, product development, roadmap development, new product introduction processes, program management, product demand stimulation and assessment, and competitive analysis. Our marketing team also seeks to educate the market about our products by communicating the value proposition and product differentiation in direct customer interactions and presentations and at industry tradeshows and at technical conferences.

Research and development

We believe our future success depends on our ability to develop new products that address the rapidly changing technology needs of our industry and which can be manufactured at high volume and low cost. Our product development strategy is to expand the performance and reliability of our products by increasing functionality, notably through higher PIC content, in an expanding set of modules and subsystems, thus displacing alternative solutions that are more expensive, larger and less reliable.

Our research and development team comprises engineers with expertise in the areas of photonics, optical design, electronics, software, subsystem and module design, systems engineering and high-volume manufacturing. We have a rigorous product development process, with such steps as sampling and engineering verification, design verification testing and volume production verification. In order for a product to move to the next step in the process, it must pass through a “gate,” or a series of checks to verify both technical and commercial performance. For example, our research and development activities incorporate manufacturing considerations to help ensure the high-volume and cost-effective manufacturability of our products, which are verified at each “gate.”

We have dedicated new product development and product sustaining engineering teams in Silicon Valley, California and Shenzhen, China. In our Silicon Valley facilities, we conduct PIC research, development and product roadmap definitions. In our Shenzhen facilities, we conduct new product development, manufacturing and process engineering, quality control and continuous

improvement and cost reduction relating to product manufacturing, assembly and test. We believe our ability to leverage lower cost engineering in China with our research and development capability in Silicon Valley provides us with a global technical competitive advantage.

We have invested and expect to continue to invest significant time and capital into our research and development operations. Research and development expenses were $23.1 million, $21.5 million and $17.3 million in 2007, 2008 and 2009, respectively.

Intellectual property

We believe our intellectual property portfolio is one of our key competitive advantages. We have built an extensive intellectual property portfolio both as a core part of our internal research and development and technical strategies and through our strategic acquisitions, which were driven in part by the acquisition of intellectual property assets. Our intellectual property portfolio extends throughout our vertically integrated operations, from materials, design, integration and wafer fabrication to module and subsystem assembly and test. Our success as a company depends in part upon our ability to obtain and maintain proprietary protections for our technology and intellectual property and prevent others from infringing these proprietary rights. To accomplish this objective, we rely on a combination of intellectual property rights, including patent, trademark, copyright, trade secret, and unfair competition laws, as well as license agreements and other contractual protections.

We have and will file patent applications to protect our proprietary information, and will pursue such applications, as well as applications for registrations for other intellectual property rights, as applicable. We have filed patent applications in the United States and in other countries, including Australia, Japan, Korea, China, Taiwan and certain countries in the European Union. Our patents will expire between 2013 and 2028.

Because our U.S. patents do not afford any intellectual property protection in China, where we have substantial operations, we also seek to secure, to the extent possible, comparable intellectual property protections in China. While we have issued patents and pending patent applications in China, portions of our intellectual property portfolio are not yet protected by patents in China. Moreover, the level of protection afforded by patent and other laws in China may not be comparable to that afforded in the United States. See “Risk factors—Risks related to our business —If we fail to protect, or incur significant costs in defending, our intellectual property and other proprietary rights, our business and results of operation could be materially harmed.”

Our portfolio of patents and patent applications covers a broad range of intellectual property that encompasses over 100 different families. Our designation of families represents what we believe are distinct technological or method developments, or in some cases, a collection of distinct technological or method developments, that are protected by one or more patents or patent applications and which we believe are sufficiently related to warrant being grouped. Significant technology areas protected by one or more families of our patented intellectual property include:

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PIC fabrication and design;

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hybrid PIC integration;

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athermal and enhanced AWG designs;

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large scale integration for optical circuit designs;

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optimized methods and apparatus for assembly and packaging;

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optical MEMS;

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advanced-modulation-format optoelectronics;

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PON transceivers; and

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telecom transceivers.

We seek to protect our intellectual property rights by having our employees and independent consultants enter into a confidentiality and inventions assignment agreements when they join us. Additionally, we enter into non-disclosure agreements with other third parties who may have access to our proprietary technologies and information.

In addition, we have registered the trademark “NeoPhotonics” and applied for registration of “NEO” in the United States.

Manufacturing, assembly and test

We believe that our vertically integrated manufacturing strategy, which extends from wafer fabrication through module and subsystem assembly and test, provides a sustainable competitive advantage in our industry. Manufacturing of our modules and subsystems is highly complex, utilizing extensive know-how in multiple disciplines and accumulated knowledge of manufacturing processes and equipment. For example, we employ design-for-manufacturing, advanced computer-aided simulation methods, and disciplined statistical process monitoring and controls. We believe this knowledge and experience base allows us to achieve high manufacturing yields with high product consistency and reliability at a low overall cost.

Our vertically integrated manufacturing model uses proprietary manufacturing processes and technologies and is based on established methods used in the semiconductor industry. Our products are constructed using hierarchical building blocks, or PIC-based elements, which are similar to standard cells used in the semiconductor industry. These PIC-based elements are designed and tested for manufacturability and use repeated deposition, lithography and etch, precision materials doping, metrology and inspection, with feedback methodologies for continuous process control. As a result, these elements have a well-characterized performance and standardized interfaces. These elements can be used as fundamental building blocks to construct complex modules and subsystems. Since these elements are well-characterized, the design process can be accomplished relatively quickly and easily and with fewer cycles. We developed these proprietary processes and technologies over many years in an effort to address the major issues that had been inhibiting the development of PICs and to provide products that differentiate us from our competitors.

Using our technology platform, we often work closely with customers during the design and manufacturing stages. Co-location of our research and development and manufacturing teams allows our design-for-manufacturing practices to operate seamlessly. Through our vertically integrated manufacturing operations, we believe we can develop, test and produce new products and configurations with higher performance, consistency and reliability and in less time than it would take by working with external vendors. We have developed proprietary testing

methodologies that we believe allow us to develop products in short periods of time, which enable us to introduce products to the market more quickly and capitalize on new opportunities.

We have manufacturing operations in the United States and China. Our wafer fabrication operations are located in our Silicon Valley, California facilities and include chip design, clean room fabrication, integration and related facilities for PICs. Our manufacturing, assembly and test operations are located in our Shenzhen, China facilities, and include clean room fabrication, general manufacturing and assembly and test operations utilizing production expertise and cost-effective volume capabilities. Our operations in Shenzhen have primary responsibility for dicing, testing, volume packaging and assembly of PIC-based products. Our Shenzhen facilities also manufacture certain electrical, optical and mechanical parts, such as printed circuit board assemblies and photodiodes, which are incorporated into our products.

We have in-house tooling design, automation and testing platform development to enable process control, maximize output, help ensure consistency of output and optimize product development while maximizing capital efficiency. We operate automated testing and process control systems in both Silicon Valley and Shenzhen to ensure consistent quality and specifications as well as to enforce standard process control parameters. Each facility also includes comprehensive ongoing reliability and product test verification laboratories.

We have quality control processes and quality management methods in our internal manufacturing operations. Certain of our products are designed and qualified to meet applicable Telcordia Technologies, Inc., TÜV SÜD America Inc. and Underwriters Laboratories Inc. standards. Our manufacturing facilities in Shenzhen are third-party certified to TL 9000, ISO 9001 and ISO 14001 standards and our facilities in Silicon Valley are certified to ISO 9001 standards.

We use suppliers from the United States, China and Japan to optimize product availability, quality and cost. We use comprehensive resource planning systems and methods to coordinate procurement and manufacturing. Although there are multiple sources for most of the component parts of our products, some components are sourced from single or, in some cases, limited sources. For example, various types of adhesives are sourced from various manufacturers which presently are sole sources for these particular adhesives. We typically do not have written agreements with any of these component manufacturers to guarantee the supply of the key components used in our products. We regularly monitor the supply of components and the availability of alternative sources. In order to manage a disruption in our supply chain, we provide forecasts to our manufacturers so they have adequate lead time to source the key components in advance of their anticipated use, with the objective of maintaining an adequate supply of these key components. In addition, we maintain an inventory of key components that we believe are most critical to the manufacturing process.

Backlog

Sales of our products generally are made pursuant to purchase orders, often with short lead times. These purchase orders are typically made without deposits and are often subject to revision or cancellation. The quantities actually purchased by our customers, as well as the shipment schedules, are frequently revised to reflect changes in our customers’ needs and in our supply of products. Because of the possibility of changes in delivery or acceptance schedules, cancellations, modifications or price reductions with limited or no penalties, we do not believe that backlog is a reliable indicator of our future revenue and do not rely on backlog to manage

our business or evaluate our performance. Changes in the amount of our backlog do not necessarily reflect a corresponding change in the level of actual or potential sales.

Competition

The market for optical communications systems is highly competitive. While no company competes against us in all of our product areas, our competitors range from large international companies offering a wide range of products to smaller companies specializing in narrow markets. We believe the principal competitive factors in this market are:

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ability to design and manufacture high quality, reliable products critical to the network;

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breadth of product solutions;

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price to performance characteristics;

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financial stability;

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ability to quickly and consistently produce in high volume and high quality;

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ability to meet customers’ specific requirements;

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ability to meet customer lead time demands; and

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depth of relationships with and proximity to key customers globally.

We believe we compete favorably with respect to these factors. We believe our principal competitors include Finisar Corporation, JDS Uniphase Corporation, MRV Communications, Inc., NTT Electronics Corporation and Sumitomo Electric Device Innovations, Inc. We also compete with various other companies.

Our competitors may have substantially greater name recognition and technical, financial and marketing resources than we do. Many of our competitors have greater resources to develop products or pursue acquisitions, and more experience in developing or acquiring new products and technologies and in creating market awareness for these products and technologies than we do. In addition, a number of our competitors have the financial resources to offer competitive products at below market pricing levels that could prevent us from competing effectively and which could adversely affect our financial performance.

We also face competition from some of our customers who evaluate our capabilities against the merits of manufacturing products internally. These customers may have the ability to manufacture competitive products at a lower cost than we would charge as a result of their higher levels of integration. As a result, these customers may purchase less of our products and there would be additional pressure to lower our selling prices which, accordingly, would negatively impact our revenue and gross margin.

Employees

As of December 31, 2009, we had 2,308 employees, of which 140 employees were based in our corporate headquarters in Silicon Valley, California and 2,168 were based in Shenzhen, China. As of that date, we had 101 employees in sales and marketing, 280 employees in research and

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development, 1,800 employees in manufacturing and operations and 127 employees in general and administrative functions.

None of our employees are covered by a collective bargaining agreement. Chinese law requires that all employees be members of a union that is overseen by the People’s Republic of China. Our labor union places emphasis on the recreational welfare of our direct labor force. We have never experienced employment-related work stoppages and we consider our employee relations to be good.

Facilities

Our headquarters are located in Silicon Valley, California where we lease approximately 63,000 square feet of office, laboratory and manufacturing space in two facilities under a lease that expires in 2012 with an option to renew for three additional years. In Shenzhen, China, we own approximately 300,000 square feet of manufacturing and office space in two facilities and we lease approximately 40,000 square feet of office, laboratory and manufacturing space under a lease that expires in December 2012. We believe that our facilities are adequate to meet our current needs.

Environmental, health and safety matters

Our research and development and manufacturing operations and our products are subject to a variety of environmental, health and safety laws and regulations in the jurisdictions in which we operate. These regulations govern, among other things, the discharge of pollutants to air, water, and soil; the remediation of soil and groundwater contamination; the use, handling and disposal of hazardous materials; employee health and safety; and the hazardous material content and recycling of our products. We use, store and dispose of hazardous materials in our manufacturing operations and as components in our products. We incur costs to comply with existing environmental, health and safety requirements, and any failure to comply, or the identification of contamination for which we are found liable, could cause us to incur additional costs, including cleanup costs, monetary fines, or civil or criminal penalties, or result in the curtailment of our operations. In addition, environmental, health and safety requirements have become more stringent over time, and changes to existing requirements could restrict our ability to expand our facilities, require us to acquire costly pollution control equipment, or cause us to incur other significant expenses or to modify our manufacturing processes or the contents of our products. Some jurisdictions in which we operate or sell our products have enacted requirements regarding the recycling of waste electronic equipment, and/or the packaging and hazardous material content of certain products. For example, jurisdictions including China and the European Union, among a growing number of jurisdictions, have placed restrictions on the use of lead, among other chemicals, in electronic products, which affects the composition and packaging of our products. The passage of such requirements in additional jurisdictions, or the tightening of standards or elimination of certain exemptions in jurisdictions where our products are already subject to such requirements, could cause us to incur significant expenditures to make our products compliant with new requirements, or could limit the markets into which we may sell our products.

Additionally, increasing efforts to control emissions of greenhouse gases, or GHG, may also impact us. For example, our semiconductor manufacturing operations in California use perfluorocarbons, which are classified as a high global warming potential greenhouse gas.

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California’s recently enacted Global Warming Solutions Act will require us to design and install additional pollution control equipment at our San Jose, California, manufacturing plant to reduce our perfluorocarbon emissions beginning in 2012. In the United States, the Environmental Protection Agency has announced a finding relating to GHG emissions that may result in promulgation of federal GHG air quality standards. The U.S. Congress is also considering various options, including a cap and trade system which would impose a limit and a price on GHG emissions and establish a market for trading GHG credits. China has recently agreed to join the Copenhagen Climate Accord, a voluntary (and non-binding) GHG agreement. Globally, negotiations for a treaty to succeed the 1997 Kyoto Protocol Treaty are ongoing, and it is not yet known whether (or on what terms) agreement will be reached on a successor treaty. Additional restrictions, limits, taxes, or other controls on GHG emissions could significantly increase our operating costs and, while it is not possible to estimate the specific impact any final GHG regulations will have on our operations, there can be no assurance that these measures will not have significant additional impact on us. In addition, some of our operations might be affected by the physical impacts of climate change. For example, some of our facilities are located in coastal areas that might be vulnerable to changes in sea level.

Legal proceedings

From time to time, we are involved in litigation that we believe is of the type common to companies engaged in our line of business, including commercial disputes and employment issues. As of the date of this prospectus, other than as described below, we are not involved in any pending legal proceedings that we believe could have a material adverse effect on our financial condition, results of operations or cash flows. However, as described below, a certain pending dispute involves a claim by a third party that our activities infringe their intellectual property rights. This and other types of intellectual property rights claims generally involve the demand by a third party that we cease the manufacture, use or sale of the allegedly infringing products, processes or technologies and/or pay substantial damages or royalties for past, present and future use of the allegedly infringing intellectual property. Claims that our products or processes infringe or misappropriate any third-party intellectual property rights (including claims arising through our contractual indemnification of our customers) often involve highly complex, technical issues, the outcome of which is inherently uncertain. Moreover, from time to time, we pursue litigation to assert our intellectual property rights. Regardless of the merit or resolution of any such litigation, complex intellectual property litigation is generally costly and diverts the efforts and attention of our management and technical personnel which could adversely affect our business.

Finisar Corporation v. Source Photonics, Inc., et al.

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filed an answer to the complaint and counterclaims, asserting two claims of patent infringement and additional claims asserting that Finisar has violated state and federal competition laws.

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Management

Executive officers and directors

The following table sets forth the names, ages and positions of our executive officers and directors as of April 15, 2010:


Name	Age	Position


Timothy S. Jenks	54	President, Chief Executive Officer, Director and Chairman of the Board

James D. Fay	37	Vice President and Chief Financial Officer

Benjamin L. Sitler	54	Vice President of Global Sales

Dr. Chi Yue (“Raymond”) Cheung	42	Vice President and Chief Operating Officer

Dr. G. Ferris Lipscomb	57	Vice President of Marketing

Dr. Wupen Yuen	40	Vice President of Product Development and Engineering

Bandel L. Carano⁽¹⁾	48	Director

Stephen T. Jurvetson⁽¹⁾	43	Director

Allan Kwan⁽²⁾	51	Director

Björn Olsson⁽¹⁾	53	Director

Yat Bun (“Robert”) Peng⁽³⁾	47	Director

Michael J. Sophie⁽²⁾	52	Director

T. Peter Thomas⁽¹⁾⁽³⁾	63	Director

Lee Sen Ting⁽²⁾ ⁽³⁾	67	Director

(1)

Member of the nominating and corporate governance committee.

(2)

Member of the audit committee.

(3)

Member of the compensation committee.

Our executive officers are elected by, and serve at the discretion of, our board of directors. There are no familial relationships among our directors and executive officers. Set forth below is biographical information, including the experiences, qualifications, attributes or skills that caused our board of directors to determine that each member of our board of directors should serve as a director as of the date of this prospectus.

Executive officers

Timothy S. Jenks has served as our President and Chief Executive Officer and as a member of our board of directors since April 1998. From November 2002 until August 2005, Mr. Jenks also served as Chief Executive Officer of NanoGram Corporation, a nanomaterials applications company that we spun out, and currently continues to serve on its board of directors. From November 2002 until March 2003, Mr. Jenks served as Chief Executive Officer and on the board of directors of NanoGram Devices Corporation, a medical device battery company that we spun out and that was acquired by Greatbatch, Inc. in 2004. Mr. Jenks served as our Chief Executive Officer and as a director at the time we filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code to address certain liabilities, including real estate lease obligations in November

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2003. From 1985 until 1998, Mr. Jenks served in several positions of increasing responsibility at Raychem Corporation, a materials engineering company acquired by Tyco International Ltd. in 1998, including Vice President and General Manager of its electrical products division. Since March 2010, Mr. Jenks has served as a director of Ignis ASA, an optical technology company based in Norway. Mr. Jenks is a former naval officer, and holds a master of business administration degree from the Stanford Graduate School of Business, a master of science degree in nuclear engineering from the Massachusetts Institute of Technology and a bachelor of science degree in mechanical engineering and marine engineering from the U.S. Naval Academy. With his years of leadership experience, Mr. Jenks brings to our board of directors demonstrated leadership and management ability at senior levels. He has gained a deep understanding of our company and our industry and provides our board of directors with valuable insight.

James D. Fay has served as our Vice President and Chief Financial Officer since January 2009 and previously served as our Vice President of Legal Affairs and General Counsel from May 2007 to January 2009. From March 2007 to May 2007, Mr. Fay was in private practice representing start-up companies. From January 2000 until March 2007, Mr. Fay served as Senior Vice President, Corporate Affairs and General Counsel for @Road, Inc., a mobile resource management service provider acquired by Trimble Navigation Limited in March 2007. From October 1998 until January 2000, Mr. Fay was an attorney for Venture Law Group. Mr. Fay holds a juris doctor degree from Harvard Law School and bachelor of arts degrees in international business and French from North Central College.

Benjamin L. Sitler has served as our Vice President of Worldwide Sales since July 2007 and previously served as our Vice President of Tunable Products from November 2006 to July 2007. From June 2003 until November 2006, Mr. Sitler served as President and Chief Executive Officer of Paxera Corporation, a provider of tunable lasers, which was acquired by us in November 2006. From December 2002 until May 2003, Mr. Sitler served as Vice President of Business Development of JCP Photonics, Inc., a tunable fiber laser company. From November 1999 until September 2002, Mr. Sitler served as Vice President of Worldwide Sales of Lightwave Microsystems Corporation, a communications equipment company that was acquired by us in 2003. From 1984 until 1999, Mr. Sitler served in a variety of positions for Raychem Corporation. Mr. Sitler is a former naval officer, and holds a master of business administration degree from the Anderson School of Business at the University of California, Los Angeles and a bachelor of science degree in mechanical engineering from the U.S. Naval Academy.

Raymond Cheung, Ph.D. has served as our Vice President and Chief Operating Officer since November 2008 and is an employee of NeoPhotonics (China) Co., Ltd. Previously, he served as our Vice President of Research and Development from September 2007 to October 2008 and Vice President of Product Engineering from June 2007 to August 2007. From April 2004 until May 2007, Dr. Cheung served as Director of SAE Magnetics (HK) Ltd., a hard disc drive design and manufacturing company, and was responsible for manufacturing operations in Dongguan, China. Dr. Cheung has also held various senior technical, operations and management positions with Hong Kong Applied Science & Technology Research Institute and Philips Semiconductor. Dr. Cheung holds a doctorate degree in materials and mechanics from Cambridge University (UK) and a bachelor of science degree in mechanical engineering from King’s College London (UK).

G. Ferris Lipscomb, Ph.D. has served as our Vice President of Marketing since November 2002. Mr. Lipscomb served as our Vice President of Marketing at the time we filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code to address certain liabilities,

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including real estate lease obligations in November 2003. From January 1999 until October 2002, Dr. Lipscomb served as Vice President of Marketing of Lightwave Microsystems Corporation, which was acquired by us in 2003. From January 1993 until December 1998, Dr. Lipscomb served in various positions including as General Manager and Executive Vice President at Akzo Nobel Electronic Products, Inc., a division of a multinational materials company. From September 1983 until December 1993, Dr. Lipscomb served in various positions including Chief Scientist for Photonics and Lightwave Technology in the Research and Development Division of Lockheed Missiles & Space Company. From September 1981 until August 1983, Dr. Lipscomb served on the Technical Staff of the TRW Technology Research Center. Dr. Lipscomb holds a doctorate degree in solid state physics from the University of Pennsylvania and a bachelor of science degree from the University of North Carolina, Chapel Hill.

Wupen Yuen, Ph.D. has served as our Vice President of Product Development and Engineering since September 2006 and previously served as our Director of Business Development since joining us in January 2005. From August 2002 until December 2004, Dr. Yuen served as Chief Technology Officer of Bandwidth9, Inc., a telecommunications tunable laser company. Dr. Yuen was Chief Technology Officer of Bandwidth9 when it filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in August 2004. Dr. Yuen holds a doctorate degree in electrical engineering, a master of science in electrical engineering from Stanford University and a bachelor of science in electrical engineering from National Taiwan University.

Board of directors

Bandel L. Carano has served as a member of our board of directors since March 2004. Since 1987, Mr. Carano has been a General Partner of Oak Investment Partners, a venture capital firm he joined in 1985. Mr. Carano is a director of Airspan Networks Inc., Kratos Defense and Security Solutions, Inc. and several privately-held companies. Mr. Carano also serves on the Investment Advisory Board of the Stanford Engineering Venture Fund. Mr. Carano holds both a master of science degree and a bachelor of science degree in electrical engineering from Stanford University. As a venture capitalist, Mr. Carano has been involved with numerous technology companies in the wireless and rich media communications and semiconductor industries, among others. His experience enables him to provide our board of directors with important strategic counsel and guidance.

Stephen T. Jurvetson has served as a member of our board of directors since March 2004. Since 1997, Mr. Jurvetson has been a Managing Director of Draper Fisher Jurvetson, a venture capital firm. Mr. Jurvetson is a director of Tesla Motors, Inc., Synthetic Genomics, Inc., Space Exploration Technologies and several private companies. From June 1990 until September 1993, Mr. Jurvetson served as a Consultant at Bain & Company, Inc. From 1987 to September 1989, Mr. Jurvetson served as a part-time research and development engineer at Hewlett-Packard Company. Mr. Jurvetson holds a master of business administration degree from the Stanford Graduate School of Business, a master of science degree in electrical engineering and a bachelor of science degree in electrical engineering from Stanford University. Mr. Jurvetson has extensive experience with technology companies, particularly in nanotechnology investing, as a venture capitalist. His technical expertise, industry knowledge and strategic thinking provide us with strategic direction and knowhow.

Allan Kwan has served as a member of our board of directors since November 2008. Since April 2007, Mr. Kwan has been a Venture Partner of Oak Investment Partners, a venture capital firm.

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From May 2007 to May 2008, Mr. Kwan served on the board of directors of Linktone Ltd., a China-based wireless content and applications provider. From July 2001 until April 2007, Mr. Kwan served first as Managing Director of North Asia, then as Vice President International of Yahoo! Inc. Mr. Kwan previously served as Chairman and Chief Executive Officer of Asia.com, a provider of web services, and in various senior executive positions at Motorola and Nortel. Mr. Kwan holds a bachelor of applied science degree in mechanical engineering from the University of British Columbia in Canada, a master of business administration degree from the Wharton School, University of Pennsylvania, and a master of arts degree in international studies from the University of Pennsylvania. Mr. Kwan has extensive cross-border expertise in Asia and provides our board of directors with an important global perspective as well as a local perspective in China. Mr. Kwan’s leadership experience in senior management and corporate development positions allows him to provide our management team and board of directors with valuable strategic guidance.

Björn Olsson has served as a member of our board of directors since February 2009. Since July 2009, Mr. Olsson has been a Founding Partner and board member of EMA Technology AB, a Swedish investment company. In the first half of 2009, Mr. Olsson was engaged in market and business research related to founding EMA Technology AB. Previously, Mr. Olsson was Executive Vice President and a member of the Ericsson Group Management Team from January 2004 until December 2008. He joined Telefonaktiebolaget LM Ericsson in 1981 and held several senior management positions, including head of the Broadband, Cellular Systems (North American Standards), Transmission Networks and Systems business units, and as Chief Information Officer. Mr. Olsson holds a master of science in industrial management and engineering from the Linköping Institute of Technology in Sweden. Mr. Olsson has more than 25 years of experience in telecommunication, information technology, general management and leadership experience in the telecommunications industry and wireless systems development and architecture globally. With his extensive knowledge of our industry and locally in Europe, Mr. Olsson provides invaluable guidance and direction to our management team and board of directors.

Robert Peng has served as a member of our board of directors since July 2005. Since January 2000, Mr. Peng has served as the Managing Director of China Investments of CEF Holdings Ltd., an investment holding company. Mr. Peng is the Managing Director of Concord Investments Company Ltd., an investment holding company and a director of Changyuan Group Ltd., a heat-shrinkable products manufacturer listed on the Shanghai Stock Exchange. Mr. Peng holds a master of business administration degree from the Chinese University of Hong Kong and a bachelor of arts degree in business administration from the University of Washington. As a China-based venture capitalist working with manufacturing and infrastructure companies, Mr. Peng provides our management and board of directors with important guidance as we grow our operations in China.

Michael J. Sophie has been a member of our board of directors since November 2006. Mr. Sophie has served as a director of Pericom Semiconductor Corporation since August 2008. Since May 2006, Mr. Sophie has served on the boards of several private companies and provided advisory services. From October 2007 to December 2007, Mr. Sophie served on the board of directors of Marvell Technology Group, a provider of storage, communications and consumer silicon solutions. From March 2003 to January 2007, Mr. Sophie served on the board of directors of McDATA Corporation Ltd., a provider of storage networking solutions. He was previously employed at UTStarcom Inc., a global seller of telecommunications hardware and software products, serving as its Chief Financial Officer from August 1999 through August 2005, and as

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Chief Operating Officer from June 2005 through May 2006. Previously, Mr. Sophie held executive positions at P-Com, Inc., a developer of network access systems, from August 1993 to August 1999, including Vice President of Finance, Chief Financial Officer and Group President. From 1989 through 1993, Mr. Sophie was Vice President of Finance at Loral Fairchild Corp., a unit of Loral, a defense electronics and communications company. He holds a bachelor of science degree from California State University, Chico and a master of business administration degree from the University of Santa Clara. Mr. Sophie brings invaluable capabilities in financial understanding, business perspective and U.S.-China cross border experience. Mr. Sophie is diligent in keeping our board of directors current with audit issues, collaborating with our independent registered public accounting firm and management team and maintaining our financial position. On May 1, 2008, the SEC issued an order in which UTStarcom, its then Chief Executive Officer, and Mr. Sophie, its former Chief Financial Officer, were ordered to cease and desist from causing or committing violations of federal securities laws described in the order. These laws require filing accurate periodic reports with the SEC, making and keeping accurate books and records, devising and maintaining adequate internal accounting controls, and accurately providing the officer’s certification that must accompany a publicly traded company’s periodic reports. The order stated that the two individuals failed to implement and maintain adequate internal controls and falsely certified that UTStarcom’s financial statements and books and records were accurate, as more fully set forth in the order. Mr. Sophie agreed to pay a civil fine of $75,000 and consented to the order without admitting or denying the findings (other than SEC jurisdiction). The order did not prevent Mr. Sophie from serving as an officer or director of a publicly traded company.

T. Peter Thomas has served as a member of our board of directors since 1996. Since April 2004, Mr. Thomas has been a Founder and Managing Director of ATA Ventures, a venture capital firm. He was previously a General Partner at Institutional Venture Partners, a venture capital firm, from 1985 to 2000. Prior to his venture experience, Mr. Thomas worked in a variety of engineering and management positions in high tech companies. His last role from 1975 to 1982 was with Intel Corporation. In the past five years, he has previously been a board member of the following public companies: Transmeta Corporation, Atmel Corporation and @Road, Inc. He is presently a director of several privately-held companies. Mr. Thomas holds a master of science degree in computer science from Santa Clara University and a bachelor of science degree in electrical engineering from Utah State University. With extensive experience in the venture capital industry, providing guidance and counsel to a wide variety of technology companies, Mr. Thomas provides an important perspective to our board of directors. His long-standing experience on our board of directors and numerous other boards of directors also enables him to provide unique insight and guidance to our management team and board of directors.

Lee Sen Ting has served as a member of our board of directors since October 2007. Since April 2003, Mr. Ting has served as a Managing Director at W.R. Hambrecht + Co., LLC, a financial services firm, and since July 2002, Mr. Ting has served as an Advisor to WK Technology Fund, a venture capital firm. From October 2000 to March 2002, Mr. Ting served as an Advisory Director to W.R. Hambrecht + Co. LLC. From July 1965 to August 2000, Mr. Ting served in various roles at Hewlett-Packard Company, most recently as Corporate Vice President and a Managing Director. Mr. Ting is a director of the Lenovo Group, a Chinese hardware manufacturer and Microelectronics Technology Inc. Mr. Ting holds a bachelor of science degree in electrical engineering from Oregon State University. Mr. Ting has more than 40 years experience in management and banking positions in China and internationally. With his extensive background and international perspective, Mr. Ting provides our board of directors with a wealth of knowledge and expertise.

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Director independence

Upon the completion of this offering, our common stock is expected to be listed on the New York Stock Exchange. Under the rules of the New York Stock Exchange, independent directors must comprise a majority of a listed company’s board of directors within a specified period following that company’s listing date in conjunction with its initial public offering. In addition, the rules of the New York Stock Exchange require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Under the rules of the New York Stock Exchange, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

On March 30, 2010, our board of directors undertook a review of the independence of the directors and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that each of Messrs. Carano, Jurvetson, Kwan, Olsson, Peng, Sophie, Thomas and Ting are “independent directors” as defined under the rules of the New York Stock Exchange, constituting a majority of independent directors of our board of directors as required by the rules of the New York Stock Exchange. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Board composition

Our board of directors is currently composed of nine members. Our bylaws permit our board of directors to establish by resolution the authorized number of directors, and nine directors are currently authorized. Our directors hold office until their successors have been elected and qualified or appointed, or the earlier of their death, resignation or removal.

Following the completion of this offering, at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during 2011 for the Class I directors, 2012 for the Class II directors and 2013 for the Class III directors.

•

Our Class I directors will be Robert Peng, Stephen T. Jurvetson and Timothy S. Jenks;

•

Our Class II directors will be T. Peter Thomas, Bandel Carano and Michael J. Sophie; and

•

Our Class III directors will be Lee Ting, Allan Kwan and Björn Olsson.

Our certificate of incorporation and our bylaws will provide that the number of our directors will be fixed from time to time by a resolution of our board of directors.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. Under Delaware law, our directors may be removed for cause by the affirmative vote of the holders of a majority of our voting stock.

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Voting arrangements

Pursuant to our 2008 voting agreement that we entered into with certain holders of our common stock and certain holders of our preferred stock:

•

funds affiliated with Oak Investment Partners have the right to designate a director to our board of directors, which is currently Mr. Carano;

•

ATA Ventures has the right to designate a director to our board of directors, which is currently Mr. Thomas;

•

funds affiliated with Draper Fisher Jurvetson have the right to designate a director to our board of directors, which is currently Mr. Jurvetson;

•

one member of our board of directors will be our then-current Chief Executive Officer;

•

certain parties affiliated with Concord Investments Co. Ltd. have the right to designate two directors to our board of directors, one of which is currently Mr. Peng, and the other is required to be the currently serving General Manager of NeoPhotonics (China) Co., Ltd., which board of directors position is currently vacant;

•

holders of our Series 3 preferred stock have the right to designate a director to our board of directors, subject to the reasonable approval of us and International Finance Corporation, which is currently Mr. Sophie; and

•

the majority of the then-serving members of our board of directors have the right to nominate one director to our board of directors, which is currently Mr. Ting.

The provisions of this voting agreement will terminate upon the completion of this offering and there will be no further contractual arrangements regarding the election of our directors.

Board committees

Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below.

Audit committee. Our audit committee oversees our corporate accounting and financial reporting processes. For that purpose, our audit committee, among other things:

•

evaluates the qualifications and performance of our independent registered public accounting firm;

•

determines and approves the scope of engagement and compensation of our independent registered public accounting firm;

•

confers with management and our independent registered public accounting firm regarding the effectiveness of our internal control over financial reporting; and

•

establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters.

Our audit committee also has certain responsibilities, including without limitation, the following:

•

selecting and hiring the independent registered public accounting firm;

•

supervising and evaluating the independent registered public accounting firm;

•

approving audit and non-audit services and fees;

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•

reviewing and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal control over financial reporting and disclosure controls; and

•

reviewing reports and communications from the independent registered public accounting firm.

The members of our audit committee are Messrs. Sophie, Kwan and Ting. Our board of directors has determined that Mr. Sophie is an “audit committee financial expert” as defined under applicable SEC rules. Mr. Sophie has also been appointed to serve as the chairman of our audit committee. Our board of directors has considered the independence and other characteristics of each member of our audit committee. In determining Mr. Kwan’s independence, our board of directors considered Mr. Kwan’s position as a venture partner of Oak Investment Partners, including his lack of voting and dispositive power over any of our shares held by Oak Investment Partners.

Compensation committee. Our compensation committee oversees our corporate compensation policies, plans and benefits programs. The functions of the committee include:

•

reviewing and approving the compensation and other terms of employment of our executive officers and senior members of management and reviewing and approving corporate performance goals and objectives relevant to such compensation; and

•

administering our stock option plans, stock purchase plans, compensation plans and similar programs, including the adoption, amendment and termination of such plans.

The members of our compensation committee are Messrs. Peng, Thomas and Ting. Mr. Thomas has been appointed to serve as the chairman of our compensation committee. We believe that each member of our compensation committee meets the requirements for independence under the current requirements of the New York Stock Exchange, is a non-employee director as defined by Rule 16b-3 promulgated under the Exchange Act, and is an outside director as defined pursuant to Section 162(m) of the Code.

Nominating and corporate governance committee. Our nominating and corporate governance committee consists of Messrs. Carano, Jurvetson, Olsson and Thomas, each of whom is a non-employee member of our board of directors. Mr. Carano is the chairman of our nominating and corporate governance committee. Our board of directors has determined that each of the directors serving on our nominating and corporate governance committee is independent within the meaning of the listing standards of the New York Stock Exchange. The functions of this committee include:

•

assessing the performance of our management and our board of directors;

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identifying, reviewing, and evaluating candidates to serve on our board of directors, including nominations by stockholders of candidates for election to our board of directors;

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reviewing and evaluating incumbent directors;

•

making recommendations to our board of directors regarding the membership of the committees of the board of directors; and

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developing a set of corporate governance principles.

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Compensation committee interlocks and insider participation

Our compensation committee currently consists of Messrs. Peng, Thomas and Ting. None of the members of our compensation committee have, at any time, been one of our officers or employees. None of our executive officers serve, or in the past year have served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve on our board of directors or compensation committee. Beginning in May 2008, Nison Limited and certain entities affiliated with ATA Ventures purchased shares of our Series X preferred stock. Mr. Peng is a director of Nison Limited and Mr. Thomas is a Managing Director of ATA Ventures. For more information, see “Certain relationships and related party transactions” appearing elsewhere in this prospectus.

Code of business conduct and ethics

Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Upon the completion of this offering, the code of business conduct and ethics will be available on our website at www.neophotonics.com. We intend to disclose future amendments to the code, or any waivers of its requirements on our website to the extent permitted by the applicable rules and exchange requirements. The inclusion of our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus.

Director compensation

We currently have in place the following compensation package for our non-employee directors who are not affiliated with our significant stockholders.



Annual retainer	$	20,000
Additional retainer audit committee chair		12,000
Additional retainer audit committee member		6,000
Additional retainer compensation committee chair		6,000
Additional retainer compensation committee member		3,000
Additional retainer nominating and governance committee chair		6,000
Additional retainer nominating and governance committee member		3,000
Additional retainer technical advisory board chair		6,000

Mr. Olsson’s annual retainer for 2009 was $24,000, which was effected prior to the approval of a written policy that provides for each non-employee director to receive an annual retainer of $20,000.

Under our current non-employee director compensation policy, upon election to our board of directors, each non-employee director who is not affiliated with one of our significant stockholders receives an initial option grant to purchase 100,000 shares of our common stock, with an exercise price equal to the fair market value of our common stock on the date of grant. Each of these non-employee directors also receives an additional option grant to purchase 50,000 shares of our common stock, with an exercise price equal to the fair market value of our common stock on the date of the grant, for each committee (up to three) for which such director is appointed as a member. After each initial option grant has fully vested, each such non-employee

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director also receives an annual grant of an option to purchase 25,000 shares of our common stock, with an exercise price equal to the fair market value of our common stock on the date of the grant. Options granted as compensation for service on our board of directors vest ratably over 48 months, unless otherwise approved by our board of directors.

Certain non-employee directors and their affiliated entities have been granted warrants to purchase our common stock in the past in connection with our financing activities; however, such grants were not intended as compensation for service on our board of directors. Employee directors and directors affiliated with our significant stockholders are not compensated for their service as directors.

Director compensation table

The following table sets forth information regarding fees paid to our non-employee directors for their service on our board of directors during the year ended December 31, 2009.


Name	Fees earned or paid in cash			Option awards⁽¹⁾		Total

Bandel L. Carano		—			—		—
Stephen T. Jurvetson		—			—		—
Allan Kwan	$	28,000			—	$	28,000
Björn Olsson		29,500	⁽²⁾	$	17,700		47,200
Robert Peng		—			—		—
Michael J. Sophie		32,000			—		32,000
T. Peter Thomas		—			—		—
Lee Sen Ting		28,000			—		28,000

(1)

Amounts reflect the grant date fair value of stock options granted in 2009 calculated in accordance with applicable accounting guidance for share-based payment transactions and exclude the impact of estimated forfeitures related to service-based vesting conditions. The valuation assumptions used in determining such amounts are described in Note 11 to our consolidated financial statements appearing elsewhere in this prospectus.

(2)

Mr. Olsson’s retainer for 2009 was $24,000, which was effected prior to the approval of a written policy which allows for each non-employee director to receive a retainer of $20,000. Includes $1,500 paid to Mr. Olsson for serving as the chairman of our technical advisory board. Mr. Olsson’s payments are made to Cilindri AB, an entity solely controlled by him.

As of December 31, 2009, our non-employee directors held outstanding stock options as follows:


Name	Stock options

Bandel L. Carano	—
Stephen T. Jurvetson	—
Allan Kwan	—
Björn Olsson	150,000	⁽¹⁾
Robert Peng	—
Michael J. Sophie	225,000	⁽²⁾
T. Peter Thomas	—
Lee Sen Ting	175,000	⁽³⁾

(1)

Option grant has an exercise price of $0.17 per share and vests as to 25% of shares after one year and 1/48 of shares monthly thereafter. This grant is not exercisable prior to vesting.

(2)

Includes a grant of 100,000 options with an exercise price of $0.17 with 25% vesting after the first year and 1/48 of the options vesting on a monthly basis thereafter. Also includes grant of 25,000 options with an exercise price of $0.17 with 1/48 of the options vesting on a monthly basis. Also includes an grant of 100,000 options with an exercise price of $0.17 per share which vested monthly over two years and is fully vested. Each of these grants is exercisable prior to vesting, subject to our right to repurchase unvested shares in the event the director’s service with us terminates.

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(3)

Includes three option grants of 25,000, 100,000 and 50,000 shares, respectively, each with an exercise price of $0.17 per share and vesting as to 25% of shares after one year and 1/48 of shares monthly thereafter. The initial grant of 25,000 shares is early exercisable and the subsequent grants of 100,000 and 50,000 shares are not exercisable prior to vesting.

In January 2010, we granted options to purchase shares of our common stock to each non-employee director affiliated with our significant stockholders who had not previously received an equity grant. The following options were granted under our 2004 stock option plan, effective as of January 27, 2010:


Director	Options	Exercise price per share

Bandel L. Carano	100,000	$	0.48
Stephen T. Jurvetson	100,000		0.48
Robert Peng	100,000		0.48
T. Peter Thomas	100,000		0.48

The exercise price of each option granted represented the fair market value of our common stock at that date as determined by our board of directors. The options are not early exercisable and vest as to half of the shares on December 8, 2010 and 1/24th of the shares monthly thereafter.

On January 27, 2010, we also granted options to purchase shares of our common stock to our non-employee directors who are not affiliated with our significant stockholders as part of their director compensation packages. Accordingly, the following options were granted under our 2004 stock option plan effective as of January 27, 2010.


Director	Options	Exercise price per share

Allan Kwan	50,000	$	0.48
Björn Olsson	50,000		0.48
Michael J. Sophie	50,000		0.48
Lee San Ting	50,000		0.48

These options were granted for service on board committees and vest as to half of the shares on December 8, 2010 and 1/24th of the shares monthly thereafter. In addition, Mr. Kwan received a grant of 150,000 options, 100,000 of which was granted based upon Mr. Kwan’s election to our board of directors and 50,000 of which was granted for Mr. Kwan’s committee service in 2009. This grant vests as to 25% of the options after one year and 1/48th of the options monthly thereafter. The options are not early exercisable.

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New director compensation program

In anticipation of this offering, in April 2010, our compensation committee approved the following compensation package for our non-employee directors, effective upon completion of this offering.


Annual retainer	$	36,000
Additional retainer audit committee chair		24,000
Additional retainer audit committee member		12,000
Additional retainer compensation committee chair		9,000
Additional retainer compensation committee member		6,000
Additional retainer nominating and corporate governance committee chair		9,000
Additional retainer nominating and corporate governance committee		6,000
Additional payment for lead director per regular meeting		1,000
Payment for technical advisory board per regular meeting		2,500	⁽¹⁾

(1)

If meeting requires one day or more of travel, then amount paid will be $5,000.

Upon election to our board of directors, each non-employee director will receive an initial option grant to purchase that number of shares of our common stock equal to (1) $100,000 divided by (2) the fair market value of a share of our common stock on the date of such grant, which shall vest ratably over 48 months. Each year following the initial option grant, each such non-employee director will receive a grant of an option to purchase that number of shares of our common stock equal to (1) $50,000 divided by (2) the fair market value of a share of our common stock on the date of such grant, which shall vest ratably over 24 months. Each of the option grants described above shall have an exercise price equal to the fair market value of our common stock on the date of grant.

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Compensation discussion and analysis

The following discussion describes and analyzes our executive compensation programs and policies as they apply to Timothy S. Jenks, James D. Fay, Benjamin L. Sitler, Dr. Raymond Cheung and Dr. Wupen Yuen, who we also refer to as our named executive officers.

Compensation philosophy and objectives

Our executive compensation program has four primary components—base salary, performance-based cash bonuses, long-term equity incentive awards and severance/change in control benefits. We also provide our executive officers with health and welfare benefits that are available to all salaried employees.

General. The various elements comprising our executive officer compensation program are designed to achieve the following objectives:

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provide total compensation packages that attract, motivate, reward and retain exceptional executive-level talent;

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establish a direct and meaningful link between corporate, individual and team performance and the compensation payable in respect of such performance;

•

provide strong incentives for our named executive officers to promote our growth and create stockholder value; and

•

align the financial interests of the named executive officers with those of our stockholders.

While our compensation committee (or our board of directors, as applicable) reviews the total compensation package for each of our named executive officers in connection with the decisions it makes each year regarding each individual element of compensation, the amount of any one element of compensation awarded is generally determined independent of the amount of any other element awarded. Our compensation committee (or board of directors, as applicable) determines the appropriate level for each compensation component in a given year based on a number of factors, the importance of any one of which may vary in any given year, including:

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corporate and/or individual performance, as we believe this encourages our named executive officers to focus on achieving our business objectives;

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the need to motivate executives to address particular business challenges that are unique within any given year;

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the experiences and individual knowledge of the members of our board of directors regarding compensation of similarly situated executives at other companies (without reliance on third party surveys of compensation paid to such executives at any specific companies or benchmarking to any specified level of compensation paid by any specific companies), as we believe this approach helps us to compete in hiring and retaining the best possible talent while at the same time maintaining a reasonable and responsible cost structure;

•

internal pay equity of the compensation paid to one named executive officer as compared to another, as we believe this contributes to retention and a spirit of teamwork among our executives;

•

the potential dilutive effect on our stockholders generally from equity awards granted to named executive officers;

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•

common pay practices and local economic conditions in foreign countries where a named executive officer may work;

•

broader economic conditions, in order to ensure that our pay strategies are effective yet responsible, particularly in the face of any unanticipated consequences of the broader economy on our business; and

•

individual negotiations with executives, particularly in connection with their initial compensation package, as these executives may be leaving meaningful compensation opportunities at their prior employer in order to work for us, as well as negotiations upon their departures, as we recognize the benefit to our stockholders of smooth transitions.

Our intent is to perform at least an annual review of our named executive officers’ overall compensation packages to determine whether they meet our compensation objectives.

Benchmarking. In setting compensation levels for our named executive officers for 2009, we did not create a peer group of companies, rely on any third party survey data or otherwise engage in benchmarking. Like the boards of many private companies, our compensation committee (or our board of directors, as applicable) discussed compensation levels in the context of the experiences and individual knowledge of each board member. This approach called for our board members to use their reasonable business judgment in determining compensation levels that would allow us to compete in hiring and retaining the best possible talent, without the cost of engaging a compensation consultant or otherwise obtaining third party survey data (data which, in the private company context, is not as readily available as it is for public companies). As described below under “2010 peer group of companies,” starting in 2010, we have developed a peer group of companies, and we anticipate reviewing third party survey data for this peer group of companies in setting compensation after this offering.

Role of our compensation committee. Our compensation committee is generally responsible for:

•

reviewing and approving the compensation and other terms of employment of our named executive officers and senior members of management and reviewing and approving corporate performance goals and objectives relevant to such compensation; and

•

administering our stock option plans, stock purchase plans, compensation plans and similar programs, including the adoption, amendment and termination of such plans.

For 2009, our compensation committee approved base salary and bonus payouts for our named executive officers. Our compensation committee may, at its discretion and in accordance with the philosophy of making all information available to our board of directors, present executive compensation matters to the entire board of directors for their review and approval. At various board meetings in 2009 (as further described below in the discussions of each element of compensation), our compensation committee presented its recommendations on target bonus levels and equity awards for our named executive officers to our board of directors for approval. In each instance, our board of directors (including the non-employee directors) approved these recommendations as presented without material modification.

As part of its deliberations, in any given year, our compensation committee may review and consider materials such as our financial reports and projections, operational data, tax and accounting information regarding potential compensation, executive and director stock

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ownership information, analyses of historical executive compensation levels and current company-wide compensation levels, and the recommendations of our Chief Executive Officer.

Role of our management. For executives other than the Chief Executive Officer, our compensation committee (or the non-employee members of our board of directors, as applicable) solicits and considers the performance evaluations and compensation recommendations submitted by the Chief Executive Officer. In the case of the Chief Executive Officer, our compensation committee (or our board of directors, as applicable) evaluates his performance and determines whether to make any adjustments to his compensation.

Our human resources and finance departments work with our Chief Executive Officer to propose for approval the design of compensation programs applicable to our named executive officers and other senior executives, to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data and other briefing materials and ultimately, to implement the decisions of our compensation committee (or our board of directors, as applicable).

No named executive officer was present or participated directly in the final determinations or deliberations of our compensation committee (or our board of directors, as applicable) regarding the amount of any component of his own 2009 compensation package.

Role of our compensation consultant. As described above, no compensation consultant was retained in 2009 to provide guidance on compensation payable in 2009. In March 2010, our compensation committee retained Compensia, an independent compensation consultant, to assist the compensation committee in its deliberations on compensation payable to our named executive officers. Other than providing limited advice to our management team regarding the design of our newly adopted broad-based equity compensation plans (the cost of which has not, in 2010 to the date of this prospectus, exceeded $30,000), Compensia does not provide any other services to us. We pay the cost for the consultant’s services.

The nature and scope of services of Compensia’s services in 2010 may include, but are not necessarily limited to:

•

working with management to provide recommendations to our compensation committee regarding the composition of our peer group of companies;

•

providing compensation data for similarly situated executive officers at our peer group of companies;

•

providing advice to our compensation committee regarding the compensation levels for similarly situated executive officers at our peer group companies;

•

providing advice regarding best practices and market trends in executive compensation;

•

assisting with the design of our broad based equity compensation program, and any other executive compensation arrangements, as needed;

•

preparing for and attending compensation committee meetings, as requested by our compensation committee; and

•

working with our named executive officers and human resource personnel to obtain any information Compensia needs about us in order to provide its services.

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2010 peer group of companies. As stated above, our compensation committee did not create a peer group of companies or engage in benchmarking with respect to compensation decisions made in 2009. However, in April 2010, our Chief Executive Officer, human resources and finance teams worked with Compensia and the chair of our compensation committee to determine a set of peer companies for purposes of making compensation decisions in 2010. The companies selected were comparable to us with respect to industry segment (that is, telecommunications equipment companies), revenue level (that is, between $75 million and $400 million), and market conditions (that is, generally with revenue growth despite the challenging global economic environment). In April 2010, based on consultations with Compensia and the recommendations of our management, our compensation committee approved the following companies as our peer group of companies for purposes of determining 2010 compensation:



Aruba Networks Inc.	IPG Photonics Corporation	Oplink Communications, Inc.

BigBand Networks, Inc.	Ixia	Opnext, Inc.

Emcore Corporation	Mindspeed Technologies, Inc.	Vitesse Semiconductor Corporation

Harmonic Inc.	Occam Networks, Inc.

Infinera Corporation	Oclaro, Inc.

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Compensation of our named executive officers in 2009

Elements of compensation. As noted above, our executive compensation program has four primary components—base salary, performance-based cash bonuses, long-term equity incentive awards and severance/change in control benefits. We also provide our named executive officers with health and welfare benefits that are available to all salaried employees. The table below outlines which factors were material to the decisions of our compensation committee and our board of directors in 2009 and the reasons such element of compensation is provided.


Compensation element	Material factors considered in 2009	Objective


Base salary	•Board members’ experience and knowledge •Historical negotiations and salary levels •Broader market conditions	•Attract and retain experienced executives



Performance-based cash bonuses	•Board members’ experience and knowledge •Exceptional achievement of corporate objectives, particularly in light of broader market conditions •Subjective review of each executive’s overall individual performance •Internal pay equity •Broader market conditions •Balance sheet and expected future cash flows	•Retain exceptional talent •Motivate executives to achieve company objectives •Link corporate and individual performance with compensation paid •Provide incentives to promote our growth and create stockholder value •Align the financial interests of the executive officers with those of our stockholders



Long-term equity incentive awards	•Board members’ experience and knowledge •Exceptional achievement of corporate objectives, particularly in light of broader market conditions •Internal pay equity •The potential dilutive effect on our stockholders	•Retain exceptional talent •Motivate executives to achieve company objectives •Link corporate and individual performance with compensation paid •Provide incentives to promote our growth and create stockholder value •Align the financial interests of the executive officers with those of our stockholders

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Compensation element	Material factors considered in 2009	Objective


Severance/Change in control benefits	• Board members’ experience and knowledge • Internal pay equity • Historical individual negotiations with executives	• Retain exceptional talent • Motivate executives to achieve company objectives, which may in any given year include completion of a strategic transaction • Align the financial interests of the executive officers with those of our stockholders—that is, the completion of a desired transaction without regard to executive’s own compensation/job security

Base salary. Historically, our board of directors has reviewed and adjusted the annual salaries for each of our named executive officers on an as-needed basis (that is, not at a specific time each year). In 2009, our compensation committee reviewed base salaries in the first quarter of 2009, taking into account our board members’ collective knowledge and experiences on compensating individuals in positions held by our named executive officers at other companies (without reference to any specific peer group or any specific benchmark level of compensation) and prior salary negotiations with executives (particularly at the time of their hiring). In addition, in 2009, our compensation committee considered the overall state of our industry and the local economies in which we operate. Based on these factors, and at the recommendation of the Chief Executive Officer, our compensation committee decided that no changes would be made to base salaries from the 2008 levels, other than with respect to Mr. Fay, who had a base salary of $250,000 as of the end of 2008. In 2009, in light of his appointment as Chief Financial Officer (in addition to his responsibility for legal matters for us) the board of directors approved a $5,000 supplemental payment for the first and second quarters, then increased Mr. Fay’s base salary to $275,000, effective July 1, 2009.

As of the date of this prospectus, no adjustments have been made in 2010 to base salaries for our named executive officers.

Performance-based cash bonuses. Historically, including in 2009, our board of directors has approved an annual discretionary cash bonus program for executives, including target bonus amounts, in the first quarter of each year. In January 2009, our board of directors approved the terms of the annual discretionary cash bonus opportunity for each of our named executive officers.

Our board of directors determined each named executive officer’s target bonus opportunity, expressed as a percentage of base salary, as follows: 30% for Mr. Jenks and 25% for each of Messrs. Fay and Sitler and Drs. Cheung and Yuen. These percentages were determined based on our board members’ collective knowledge and experiences, the recommendations of our Chief Executive Officer, other than in connection with himself, and considerations for internal pay equity—that is, while our board of directors generally believes compensation for our named executive officers should increase with responsibility, our board of directors also recognized that

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achievement of the corporate goals underlying the 2009 bonus program would require a team effort among management, and therefore the target bonus percentages should fall within a narrow range, with the largest percentage awarded to our Chief Executive Officer in light of his responsibilities.

Our board of directors structured the bonus program so that payouts would be determined based in part on achievement against corporate objectives, including:

•

U.S. GAAP revenue for the year ended December 31, 2009;

•

U.S. GAAP gross margin for the year ended December 31, 2009;

•

Adjusted EBITDA for the year ended December 31, 2009; and

•

Confidential metrics related to customer satisfaction for the year ended December 31, 2009.

Our board of directors picked these goals because they are the best indicators of the achievement of the execution of our operating plan and are the factors that are most critical to increasing the value of our common stock. The board of directors believed these goals therefore best aligned the financial interests of the executive officers with those of the stockholders.

Our board of directors established threshold, target and stretch levels of performance for each of the metrics, other than the customer satisfaction metric, for which only target and threshold levels were established. While these various levels of performance were selected, these levels were merely non-binding guidelines to be used as one factor in determining the actual bonuses earned. In establishing the bonus program for 2009, our board of directors did not ascribe a specific dollar value in bonus payout to any one of the corporate goals or to any individual performance achievements. Instead, at the close of 2009, our compensation committee, acting in lieu of our board of directors, considered our corporate performance against these metrics and other aspects of corporate performance such as our balance sheet and cash flows. Specifically, the compensation committee reviewed our corporate performance against each of the corporate goals, and determined (as further disclosed in the table below) that we had exceeded the stretch goal for each metric (other than customer satisfaction and GAAP gross margin for 2009, as to each of which we exceeded the target goal). Our compensation committee determined that awarding bonuses based strictly on the achievement of each goal at target or stretch, as applicable, would not be financially responsible. Instead, our compensation committee awarded actual bonuses based upon a general, subjective conclusion as to the appropriate bonus amount in light of (1) corporate performance against each of the corporate goals, (2) whether each named executive officer had performed his duties in a satisfactory manner (as further discussed below), and (3) our overall budget (that is, the appropriate level of bonuses to pay in light of broader economic conditions and our balance sheet and expected cash flows).


Corporate objective⁽¹⁾ (all dollar figures in millions)	Threshold		Target		Stretch		Actual 2009 achievement

U.S. GAAP revenue for 2009	$	121	$	134.5	$	141	$	155.1
U.S. GAAP gross margin for 2009		22%		24.2%		27%		26.1%
Adjusted EBITDA for 2009	$	0	$	4.5	$	6.75	$	11.4

(1)

We are not disclosing the confidential internal threshold, target or maximum performance levels or the actual achievement of the metrics related to customer satisfaction as we believe doing so could cause material competitive harm to us. Specifically, we believe doing so could enable competitors and customers to determine our key strategic and financial goals and pricing strategies, thereby potentially placing us at a significant strategic and competitive disadvantage. When our board of directors established these goals in early 2009, it believed these goals were difficult to achieve even in positive economic

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conditions, which was not the case in 2009. More importantly, we are not disclosing these goals or actual achievement levels because given the overall subjective nature of the determination of the actual bonus amounts awarded in 2009, we believe that disclosure of these threshold, target or maximum performance levels and the actual results is not material to our stockholders’ understanding of our compensation policies and decisions for 2009.

In making the final decision in the first quarter of 2010 on the amount of bonuses earned by the named executive officers, our compensation committee considered these corporate results as well as (1) the performance reviews for each named executive officers (other than for himself) given by the Chief Executive Officer, (2) our compensation committee’s evaluation of the Chief Executive Officer’s performance and (3) internal pay equity and (4) our compensation committee’s evaluation of the appropriateness of the amount of the bonuses in light of our balance sheet, expected cash flows and broader economic considerations, notwithstanding our exceptional performance against corporate goals and the material role each named executive officer played in achieving those goals. Our compensation committee did not apply any specific weighting or formula for these factors, but considered them as a whole. In considering each named executive officer’s individual performance, our compensation committee made note of the following:

•

With respect to Mr. Jenks, his leadership and his vision for our company, which our compensation committee believes played a vital part in our success to date.

•

With respect to Mr. Fay, his development of our finance organization and preparation of our company for this offering.

•

With respect to Mr. Sitler, his performance generating revenue and development of our sales organization.

•

With respect to Dr. Cheung, his performance in managing production and development of our quality organization, as well as his key role in our achievement of the gross margin results for 2009.

•

With respect to Dr. Yuen, his performance in delivering new products and product designs.

As a result of these deliberations, our compensation committee awarded actual bonuses as follows:


Named executive officer	Target bonus award		Actual bonus award

Timothy S. Jenks	$	96,000	$	130,000
James D. Fay		68,750		135,000
Benjamin L. Sitler		55,000		128,000
Dr. Raymond Cheung		58,422		136,772
Dr. Wupen Yuen		50,000		110,000

In sum, the amount of bonus that was actually earned by the named executive officers in 2009 was a subjective, entirely discretionary, determination made by our compensation committee without the use of pre-determined formulas. Our compensation committee believes that maintaining discretion to evaluate each named executive officer’s performance at the close of the year based on the totality of the circumstances, and to award or fail to award bonus compensation without reliance on rote calculations under set formulas, is currently appropriate in responsibly discharging its duties.

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We do not have a formal policy regarding adjustment or recovery of awards or payments if the relevant performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of the award or payment.

Long-term equity incentive awards. We utilize long-term equity incentive awards in the form of options to purchase our common stock to ensure that our named executive officers have a continuing stake in our long-term success. We award equity compensation because we believe that if our named executive officers own shares of our common stock with values that are significant to them, they will have an incentive to act to maximize longer-term stockholder value instead of short-term gain. We also believe that equity compensation is an integral component of our efforts to attract exceptional executives, senior management and employees.

We believe that properly structured equity compensation works to align the long-term interests of stockholders and employees by creating a strong, direct link between employee compensation and stock price appreciation. Specifically, because we grant stock options with an exercise price equal to the fair market value of our common stock on the date of grant (which in the past has been determined by our board of directors), these options will have value to our named executive officers only if the fair market value of our common stock increases after the date of grant and through the date of vesting. Typically, stock options granted to our named executive officers vest over 48 months with 25% of the shares vesting on the first anniversary of the date of grant, and the remainder vesting monthly over the next 36 months. This vesting schedule provides a retention incentive to our named executive officers. In addition, under the terms of our stock plans, the vesting of options is partially accelerated in the event of certain material corporate transactions, as well as in the event of certain involuntary terminations of employment following certain material corporate transactions. We believe these accelerated vesting provisions are appropriate in light of the collective knowledge and experiences of our board members on compensating individuals in the positions held by our named executive officers at other companies (without reference to any specific peer group or any specific benchmark level of compensation), and therefore allow us to attract and retain high quality executives, and, in the case of accelerated vesting upon a change in control, the accelerated vesting allows our named executive officers to focus on closing a transaction that may be in the best interest of our stockholders even though the transaction may otherwise result in a termination of their employment and, absent such accelerated vesting, a forfeiture of their unvested equity awards.

While our board of directors has delegated authority to our compensation committee to make stock option grants to executive officers, all stock option grants previously awarded to our executive officers have been granted by our full board of directors. These grants have been made as and when necessary, as determined by our board of directors, rather than at a specific time each year.

In determining the size of stock option grants made in 2009 to our named executive officers, our compensation committee made its recommendations based primarily on the members’ experience and knowledge, internal pay equity (that is, generally similar award sizes as among the named executive officers, with larger awards to our Chief Executive Officer in light of his responsibilities), our performance (that is, the significant achievement as of the date of grant toward the achievement of the financial metrics described above under the 2009 bonus program), and the potential dilutive effect on our stockholders. These factors were considered as a whole, without any specific weighting or formula. In February 2009, in recognition of Mr. Fay’s appointment as Chief Financial Officer, and in an effort to provide greater internal pay equity

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among our named executive officers, our board of directors awarded Mr. Fay a stock option grant under our 2004 stock option plan, as amended, or 2004 Plan, for 400,000 shares. In May 2009, our compensation committee recommended, and our board of directors approved, the following stock option grants under our 2004 Plan:


Named executive officer		Number of options

Timothy S. Jenks		800,000
James D. Fay		600,000
Benjamin L. Sitler		600,000
Dr. Raymond Cheung		600,000
Dr. Wupen Yuen		600,000

In January 2010, our compensation committee recommended, and our board of directors approved, the following stock option grants under our 2004 Plan:


Named executive officer		Number of options

Timothy S. Jenks		420,000
James D. Fay		350,000
Benjamin L. Sitler		210,000
Dr. Raymond Cheung		300,000
Dr. Wupen Yuen		280,000

In determining the size of the stock option grants made in January 2010 to our named executive officers, our compensation committee made its recommendations based primarily on the members’ experience and knowledge, an assessment of each individual’s existing equity ownership and vesting status, our performance (that is, the achievement of certain financial metrics described above under the 2009 bonus program), the potential dilutive effect on our stockholders, and the expected potential dilutive effect of this offering on our named executive officers. These factors were considered as a whole, without any specific weighting or formula.

Equity compensation policies. We encourage our named executive officers to hold a significant equity interest in our company, but have not set specific ownership guidelines. In April 2010, we adopted a grant timing policy with respect to stock options awarded by our Chief Executive Officer to newly hired non-officer employees. Those grants will be made effective as of the 15th day of the month (or first market trading day thereafter if the 15th is not a market trading day) following the month in which the employee starts work for us. We have not adopted any other grant timing policy at this time.

Severance and change in control benefits. The employment of Messrs. Jenks, Fay, Sitler and Yuen is “at will.” Dr. Cheung’s employment is for a fixed term through June 30, 2012 as a result of local labor laws in China. Each of Messrs. Jenks, Fay and Sitler, and Dr. Yeun is eligible to receive severance benefits upon certain involuntary terminations of employment under the terms of their respective severance agreements. These agreements (and the amount of benefits offered under each such agreement) reflect the negotiations of each of the applicable named executive officers as well as a desire to have internal parity among our named executive officers with respect to their potential severance benefits. We consider these severance benefits critical to attracting and retaining high caliber executives.

In addition, we believe that change in control severance benefits and partially accelerated vesting (primarily under our stock plans, but also under our 2008 acquisition bonus plan that will

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expire upon the consummation of this offering), if structured appropriately, serve to minimize the distractions to an executive and reduce the risk that a named executive officer terminates his employment with us before an acquisition is consummated. We believe that our existing arrangements allow our named executive officers to focus on continuing normal business operations and, in the case of change in control benefits, on the success of a potential business combination, rather than being distracted by how business decisions that may be in the best interest of our stockholders will impact each named executive officer’s own financial security. That is, these existing arrangements help ensure stability among our named executive officers, and we believe will help enable our named executive officers to maintain a balanced perspective in making overall business decisions during periods of uncertainty. In February 2009, we adopted an acquisition bonus plan (called the 2008 acquisition bonus plan) for the reasons stated above. In particular, this bonus plan was structured to provide our named executive officers and certain of our other employees with a financial gain upon a change in control in light of the possibility that the stock options held by these individuals could have little to no value in such a transaction due to the substantial liquidation preferences held by our preferred stockholders. As our preferred stock will convert into common stock in connection with this offering (thereby terminating these liquidation preferences), this acquisition bonus plan will also terminate in connection with this offering.

A more detailed description of these provisions is set forth below under “Management—Potential payments upon termination or change in control.”

Broad based employee benefits. We provide the following benefits to the named executive officers, on the same terms and conditions as provided to all other eligible employees:

•

health, dental insurance and vision;

•

basic life insurance;

•

medical and dependent care flexible spending account;

•

short-and long-term disability, accidental death and dismemberment; and

•

401(k) plan.

We believe these benefits are consistent with benefits provided by other companies based on the experiences and individual knowledge of the members of our board of directors regarding compensation of similarly situated executives at other companies (without reliance on third party surveys of compensation paid to such executives at any specific companies or benchmarking to any specified level of compensation paid by any specific companies) and help us to attract and retain high quality executives. In addition, Dr. Cheung’s annual salary includes RMB 20,000 ($2,929 based on an average exchange rate of RMB 6.82768 per U.S. dollar in 2009) to cover the cost of family health insurance premiums in China.

Accounting and tax implications

We account for equity compensation paid to our employees under applicable accounting guidance for stock-based compensation arrangements, which requires us to estimate and record an expense over the service period of the award. Our cash compensation is recorded as an expense at the time the obligation is incurred.

After completion of this offering, and subject to certain rules that exempt pre-existing arrangements approved prior to this offering, as a publicly-traded company we will not be

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permitted a federal income tax deduction for compensation paid to certain executive officers to the extent that compensation exceeds $1.0 million per covered officer in any year. The limitation applies only to compensation that is not performance based. Non-performance based compensation paid to our executive officers for 2009 did not exceed the $1.0 million limit per officer and our compensation committee does not anticipate that the non-performance based compensation to be paid to executive officers for 2010 will be in excess of the deductible limit.

Our compensation committee believes that in establishing the cash and equity incentive compensation programs for our executive officers, the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. For that reason, our compensation committee may deem it appropriate to provide one or more executive officers with the opportunity to earn incentive compensation, whether through cash incentive award programs tied to our financial performance or equity incentive grants tied to the executive officer’s continued service, which may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Code. Our compensation committee believes it is important to maintain this flexibility in determining cash and equity incentive compensation in order to attract and retain high caliber executive officer candidates, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.

Also, our compensation committee takes into account whether components of our compensation program may be subject to the penalty tax associated with Section 409A of the Code, and aims to structure the elements of compensation to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences.

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Executive compensation

Summary compensation table

The following table provides information for the year ended December 31, 2009 regarding the compensation of our principal executive officer, principal financial officer, and each of our three other most highly compensated persons serving as executive officers, or our named executive officers.


Name and principal position	Year	Salary			Bonus			Option awards⁽¹⁾		All Other Compensation			Total

Timothy S. Jenks President, Chief Executive Officer	2009	$	320,000		$	130,000		$	94,405	$	—		$	544,405

James D. Fay Vice President and Chief Financial Officer	2009		272,500	⁽²⁾		135,000			114,450		—			521,950

Benjamin L. Sitler Vice President of Global Sales	2009		220,667	⁽³⁾		128,000			70,623		—			419,290

Dr. Raymond Cheung Vice President and Chief Operating Officer	2009		233,686	⁽⁴⁾		136,772	⁽⁴⁾		71,206		2,929	⁽⁵⁾		444,593

Dr. Wupen Yuen Vice President of Product Development and Engineering	2009		200,000			110,000			70,826		—			380,826

(1)

Amount reflects the aggregate grant date fair value of stock options granted in 2009, calculated in accordance with applicable accounting guidance for share based payment transactions and excludes the impact of estimated forfeitures related to service-based vesting conditions. The valuation assumptions used in determining such amounts are described in Note 11 of our consolidated financial statements appearing elsewhere in this prospectus.

(2)

Includes a supplemental payment of $5,000 made in each of the first quarter and second quarter of 2009 in connection with Mr. Fay’s appointment as Chief Financial Officer. Mr. Fay’s base salary was also increased to $275,000 effective July 1, 2009 (from $250,000 as of December 31, 2008).

(3)

Includes $667 paid to Mr. Sitler in lieu of health insurance premiums.

(4)

Dr. Cheung’s salary and bonus in 2009 was RMB 1,595,533 and RMB 933,831, respectively. Conversion to U.S. dollars is based on an average exchange rate of RMB 6.82768 per U.S. dollar in 2009.

(5)

Represents family health insurance premiums. The premiums were RMB 20,000 in 2009. Conversion to U.S. dollars is based on an average exchange rate of RMB 6.82768 per U.S. dollar in 2009.

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Grants of plan-based awards

The following table provides information regarding grants of plan-based awards to each of our named executive officers during 2009. During 2009, none of our named executive officers were awarded or held any equity incentive plan awards, non-equity incentive plan awards or stock awards. We do not consider our bonus opportunities, which are purely discretionary, to be non-equity plan compensation.


Name	Grant date	All other option awards: number of securities underlying options	Exercise or base price of option awards (per share)⁽¹⁾		Grant date fair value of stock and option awards⁽²⁾

Timothy S. Jenks	5/28/2009	800,000	$	0.17	$	94,405

James D. Fay	2/26/2009	400,000		0.17		43,678
	5/28/2009	600,000		0.17		70,772

Benjamin L. Sitler	5/28/2009	600,000		0.17		70,623

Dr. Raymond Cheung	5/28/2009	600,000		0.17		71,206

Dr. Wupen Yuen	5/28/2009	600,000		0.17		70,826

(1)

Our common stock was not publicly traded during 2009, and the exercise price of the options was determined by our board of directors on the grant date based on its determination of the fair market value of our common stock on such grant date. For more information on our methodology for determining the exercise price of the options, see “Management’s discussion and analysis of financial condition and results of operations – Critical accounting policies and estimates – Stock-based compensation expense” appearing elsewhere in this prospectus.

(2)

In accordance with SEC rules, this column represents the aggregate grant date fair value of each equity award, calculated in accordance with applicable accounting guidance for stock-based payment transactions. For additional information on the valuation assumptions underlying the value of these awards, see Note 11 to our consolidated financial statements appearing elsewhere in this prospectus. These amounts do not reflect the actual economic value realized by the named executive officers.

The material terms of the named executive officers’ annual compensation, including base salaries, bonus opportunities, equity awards and potential severance benefits are described in greater detail below under the section titled “Employment agreements.” The explanations of the amounts of compensation awarded in 2009, including how each individual element of compensation was determined, are set forth in the section titled “Compensation discussion and analysis.” As discussed in greater detail in “Compensation discussion and analysis,” the number of shares subject to stock option awards granted is determined by our board of directors based on a number of subjective factors. Generally, these options vest over 48 months with 25% of the shares vesting on the first anniversary of the grant date, and the remainder vesting monthly over the next 36 months, in each case subject to continued employment (except as such vesting may be partially accelerated upon certain material corporate transactions or involuntary terminations of employment). The stock option grants were made under our 2004 Plan. We did not pay dividends on our common stock during 2009.

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Outstanding equity awards at December 31, 2009

The following table presents certain information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2009. All vesting is generally contingent upon continued employment with us, except as such vesting may be partially accelerated upon certain material corporate transactions or involuntary terminations of employment.


	Option awards							Stock Awards
Name	Number of securities underlying unexercised options exercisable⁽¹⁾		Number of securities underlying unexercised options unexercisable⁽¹⁾		Option exercise price⁽²⁾ ($)		Option expiration date	Number of Shares of stock That Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested ($)

Timothy S. Jenks	800,000	⁽³⁾	—		$	0.17	5/27/2019	—		—
	1,282,163	⁽⁴⁾	—			0.17	11/03/2018	—		—
	32,163		—			0.17	5/14/2018	—		—
	4,825,500	⁽⁵⁾	—			0.17	5/15/2017	—		—
	503,666		—			0.1859	7/06/2015	—		—
	2,000,000		—			0.15	5/10/2014	—		—

James D. Fay	600,000	⁽³⁾	—			0.17	5/27/2019	—		—
	400,000	⁽⁶⁾	—			0.17	2/25/2019	—		—
	350,000	⁽⁴⁾	—			0.17	11/03/2018	—		—
	—		—			—	—	212,500	⁽¹³⁾	—
	—		—			—	—	141,667	⁽¹³⁾	—

Benjamin L. Sitler	600,000	⁽³⁾	—			0.17	5/27/2019	—		—
	414,880	⁽⁴⁾	—			0.17	11/03/2018	—		—
	14,880		—			0.17	5/14/2018	—		—
	47,916	⁽⁷⁾	52,084	⁽⁷⁾		0.17	10/23/2017	—		—
	50,000		—			0.17	7/29/2017	—		—
	35,000		—			0.17	7/29/2017	—		—
	—		150,000	⁽⁸⁾		0.17	7/29/2017	—		—
	362,500	⁽⁹⁾	237,500	⁽⁹⁾		0.17	7/29/2017	—		—

Dr. Raymond Cheung	600,000	⁽³⁾	—			0.17	5/27/2019	—		—
	250,000	⁽⁴⁾	—			0.17	11/03/2018	—		—
	67,708	⁽¹⁰⁾	182,292	⁽¹⁰⁾		0.17	11/03/2018	—		—
	312,500	⁽¹¹⁾	187,500	⁽¹¹⁾		0.17	7/23/2017	—		—

Dr. Wupen Yuen	600,000	⁽³⁾	—			0.17	5/27/2019	—		—
	410,089	⁽⁴⁾	—			0.17	11/03/2018	—		—
	10,089		—			0.17	5/14/2018	—		—
	95,833	⁽¹²⁾	104,167	⁽¹²⁾		0.17	10/23/2017	—		—
	550,000	⁽⁵⁾	—			0.17	5/15/2017	—		—
	85,000		—			0.1859	7/06/2015	—		—
	15,000		—			0.15	5/16/2015	—		—
	125,000		—			0.15	1/18/2015	—		—

(1)

Unless otherwise noted, shares subject to the stock option are vested in full.

(2)

Represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors. For more information on our methodology for determining the exercise price of the options, see “Management’s discussion and analysis of financial condition and results of operations—Critical accounting policies and estimates—Stock-based compensation expense” appearing elsewhere in this prospectus.

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(3)

The shares subject to the stock option vest over a four year period, with 1/4th of the shares subject to the stock option vested on May 1, 2010, and the remainder vesting in 36 equal monthly installments thereafter. This option may be exercised prior to vesting, subject to our right to repurchase any shares that fail to vest prior to a termination of service in accordance with this vesting schedule.

(4)

The shares subject to the stock option vest over a four year period commencing on August 1, 2008, with 1/48th of the shares subject to the stock option vesting on a monthly basis. This option may be exercised prior to vesting, subject to our right to repurchase any shares that fail to vest prior to a termination of service in accordance with this vesting schedule.

(5)

The shares subject to the stock option vest over a four year period, with 1/4th of the shares subject to the stock option vested on September 1, 2007, and the remainder vesting in 36 equal monthly installments thereafter. This option may be exercised prior to vesting, subject to our right to repurchase any shares that fail to vest prior to a termination of service in accordance with this vesting schedule.

(6)

The shares subject to the stock option vest over a one year period commencing on January 1, 2009, with 1/12th of the shares subject to the stock option vesting on a monthly basis. This option may be exercised prior to vesting, subject to our right to repurchase any shares that fail to vest prior to a termination of service in accordance with this vesting schedule.

(7)

The shares subject to the stock option vest over a four year period, with 1/4th of the shares subject to the stock option vested on January 1, 2009, and the remainder vesting in 36 equal monthly installments thereafter.

(8)

100% of the shares subject to the stock option vest on the four year anniversary of July 30, 2007.

(9)

The shares subject to the stock option vest over a four year period commencing on July 30, 2007, with 1/48th of the shares subject to the stock option vesting on a monthly basis.

(10)

The shares subject to the stock option vest over a four year period, with 1/4th of the shares subject to the stock option vested on November 1, 2009, and the remainder vesting in 36 equal monthly installments thereafter.

(11)

The shares subject to the stock option vest over a four year period, with 1/4th of the shares subject to the stock option vested on June 4, 2008, and the remainder vesting in 36 equal monthly installments thereafter.

(12)

(13)

Mr. Fay holds 1,000,000 shares of our common stock pursuant to the early exercise of stock options granted on May 16, 2007 and June 28, 2007. Amounts in this column represent the number of shares of common stock subject to a repurchase right in our favor.

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Option exercises and stock vested during fiscal 2009

The following table shows information regarding the exercise of stock options held by our named executive officers during 2009.


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)⁽¹⁾	Value Realized on Vesting ($)⁽²⁾

James D. Fay	250,000

(1)

Mr. Fay holds 1,000,000 shares of our common stock pursuant to the early exercise of stock options granted on May 16, 2007 and June 28, 2007. The shares of common stock are subject to a right of repurchase that lapsed as to 250,000 shares in 2009.

(2)

The value realized upon vesting was calculated by multiplying the number of shares of common stock that vested during 2009 by an assumed initial public offering price of $ , the midpoint of the price range set forth on the cover page of this prospectus.

Employment agreements

Definitions. Except as otherwise expressly set forth below, for purposes of the amended and restated severance rights agreements entered into with our named executive officers on April 13, 2010, the following definitions apply:

“Cause” means the occurrence of any of the following events: (i) any act of personal dishonesty taken by the named executive officer in connection with his responsibilities as an employee and intended to result in substantial personal enrichment of the named executive officer; (ii) the conviction of a felony; (iii) a willful act by the named executive officer that constitutes gross misconduct and which materially injures us; and (iv) following delivery to the named executive officer of a written demand for performance from us, which describes the basis for our belief that the named executive officer has not substantially performed his duties, continued violations by him of his obligations to us that are demonstrably willful and deliberate on the named executive officer’s part.

“Change in Control” means the occurrence of any of the following events: (i) any person becomes the beneficial owner, directly or indirectly, of our securities representing 50% or more of the total voting power represented by our then-outstanding voting securities; (ii) the consummation of the sale or disposition of all or substantially all of our assets; (iii) the consummation of a merger or consolidation with any other entity, other than a merger or consolidation that would result in our voting securities outstanding immediately prior thereto continuing to represent at least 60% of the total voting power represented by our voting securities or the voting securities of such surviving entity (or its parent) outstanding immediately after such merger or consolidation; or (iv) certain changes affecting the majority of the directors of our board of directors.

“Disability” means that the named executive officer has been unable to perform his duties as the result of his incapacity due to physical or mental illness, and such inability, at least 26 weeks after its commencement, is determined to be total and permanent by a physician selected by us or our insurers and acceptable to the named executive officer or his legal representative.

“Good Reason” means the named executive officer’s voluntary resignation from all positions he holds with us, effective within 90 days after the occurrence of: (i) a material reduction or other

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material adverse change in the named executive officer’s job duties, responsibilities, authority or requirements, including the removal of such job duties, responsibilities, authority or requirements; (ii) any material reduction of the named executive officer’s annual base compensation; (iii) our requiring the named executive officer to move his primary work location to a location that increases his one-way commute by more than 50 miles from our then-current location; or (iv) our failure to obtain the assumption, in all material respects, of the severance rights agreement by any of our successors; provided that the named executive officer must provide written notice to us of the existence of one of these conditions within 60 days after its initial existence, and we must be provided with a period of 30 days during which we may cure the circumstances giving rise to the condition, in which case no Good Reason will exist.

“Involuntary Termination” means (i) any termination of the named executive officer’s employment by us without Cause (other than by reason of death or Disability) or (ii) the named executive officer’s resignation for Good Reason.

Timothy S. Jenks. On March 30, 2010, we entered into an employment letter agreement with Mr. Jenks. Prior to the execution of this letter agreement, we had not entered into a binding offer letter with Mr. Jenks. Pursuant to this letter agreement, Mr. Jenks will continue to serve, on an at-will basis, as our Chairman, Chief Executive Officer and President. This employment letter agreement provides for an annual base salary of $320,000 per year, subject to periodic review and adjustment. The letter also indicates Mr. Jenks’ general eligibility for annual variable pay based on our performance, our stock awards and long-term incentives. The letter also refers to the fact that we would enter into an amended severance rights agreement with Mr. Jenks.

Effective as of April 13, 2010, we entered into the amended and restated severance rights agreement with Mr. Jenks, which amends and restates the prior severance rights agreement with Mr. Jenks dated as of December 31, 2008. The amended and restated severance rights agreement provides for the payment of certain Change in Control benefits and severance benefits. The April 13, 2010 agreement is similar in all material respects to the prior agreement, except that the April 13, 2010 agreement provides for the payment of additional benefits as follows: (i) a severance payment based on Mr. Jenks’ target bonus for the year of termination upon an involuntary termination; (ii) the payment of continued health insurance coverage upon an involuntary termination absent and upon a Change in Control; and (iii) full accelerated vesting of Mr. Jenks’ outstanding equity awards upon a Change in Control. The terms of the December 31, 2008 agreement are described below under “Executive Compensation - Potential payments upon termination or change in control.”

Involuntary termination generally. Under the amended and restated severance rights agreement, if Mr. Jenks’ employment terminates as a result of Involuntary Termination and provided that Mr. Jenks provides a valid and effective release of all employment related claims, Mr. Jenks will receive the following severance benefits: (i) a lump sum severance payment equal to (A) six months of his base salary and (B) 50% of his target bonus for the year of termination; and (ii) paid premiums for continued health insurance coverage for him and his eligible dependents for up to the first six months following termination of employment.

Involuntary termination following a change in control. Under the amended and restated severance rights agreement, if Mr. Jenks’ employment terminates as a result of Involuntary Termination on or within 12 months following a Change in Control, and provided that Mr. Jenks provides a valid and effective release of all employment related claims, Mr. Jenks will receive the following severance benefits: (i) a lump sum severance payment equal to (A) 12 months of his

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base salary and (B) 100% of his target bonus for the year of termination; and (ii) paid premiums for continued health insurance coverage for him and his eligible dependents for up to the first 12 months following termination of employment. If Mr. Jenks’ employment terminates as a result of Involuntary Termination prior to the closing of a Change in Control, and Mr. Jenks reasonably demonstrates to the satisfaction of our board of directors that such termination was at the request of a third party in connection with a Change in Control, Mr. Jenks will be eligible for the severance described in this paragraph.

Change in control. Under the amended and restated severance rights agreement, upon a Change in Control, and provided that Mr. Jenks provides a valid and effective release of all employment related claims, the vesting of Mr. Jenks’ outstanding equity awards (and the rate of lapsing of any repurchase rights applicable to shares received under such awards) will accelerate in full.

James D. Fay. In April 2007, we entered into an offer letter with Mr. Fay to serve as our Vice President of Legal Affairs and General Counsel, on an at-will basis. The offer letter provides for an initial annual base salary of $240,000 per year, subject to periodic review and adjustment. The letter also indicates Mr. Fay’s general eligibility for annual variable pay based on our performance, our stock awards and long term incentives. The letter also refers to the fact that we would enter into a severance rights agreement with Mr. Fay. Effective as of April 13, 2010, we entered into the amended and restated severance rights agreement with Mr. Fay, which amends and restates the prior severance rights agreement with Mr. Fay dated as of December 18, 2008. The amended and restated severance rights agreement provides for the payment of severance benefits to Mr. Fay in the event of the termination of his employment, as described below. The amended and restated agreement is similar in all material respects to the prior agreement. The terms of the December 18, 2008 agreement are described below under “Executive compensation - Potential payments upon termination or change in control.”

Involuntary termination generally. Under the amended and restated severance rights agreement, if Mr. Fay’s employment terminates as a result of Involuntary Termination, and provided that Mr. Fay provides a valid and effective release of all employment related claims, Mr. Fay will receive the following severance benefits: (i) a lump sum severance payment equal to (A) six months of his base salary and (B) 50% of his target bonus for the year of termination; and (ii) paid premiums for continued health insurance coverage for him and his eligible dependents for up to the first six months following termination of employment.

Involuntary termination following a change in control. Under the amended and restated severance rights agreement, if Mr. Fay’s employment terminates as a result of Involuntary Termination on or within 12 months following a Change in Control, and provided that Mr. Fay provides a valid and effective release of all employment related claims, Mr. Fay will receive the following severance benefits: (i) a lump sum severance payment equal to (A) 12 months of his base salary and (B) 100% of his target bonus for the year of termination; (ii) paid premiums for continued health insurance coverage for him and his eligible dependents for up to the first 12 months following termination of employment; and (iii) the vesting of Mr. Fay’s outstanding equity awards (and the rate of lapsing of any repurchase rights applicable to shares received under such awards) will accelerate as to the number of shares that would vest in the 24 months following termination. If Mr. Fay’s employment terminates as a result of Involuntary Termination prior to the closing of a Change in Control, and Mr. Fay reasonably demonstrates to the satisfaction of our board of directors that such termination was at the request of a third party in connection with a Change in Control, Mr. Fay will be eligible for the severance described in this paragraph.

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Benjamin L. Sitler. We currently have not entered into a binding offer letter with Mr. Sitler. Mr. Sitler’s original offer letter with us expired at the end of 2007. Mr. Sitler’s employment with us is on an at-will basis.

In anticipation of this offering, we entered into a severance rights agreement with Mr. Sitler on April 14, 2010. The severance rights agreement provides for the payment of severance benefits to Mr. Sitler in the event of the termination of his employment in the scenarios described below. Prior to April 14, 2010, we had not entered into a severance rights agreement with Mr. Sitler.

Involuntary termination generally. Under the severance rights agreement, if Mr. Sitler’s employment terminates as a result of termination without Cause, and provided that Mr. Sitler provides a valid and effective release of all employment related claims, Mr. Sitler will receive the following severance benefits: (i) continuation of his base salary for up to six months (or until such earlier date as he commences new employment) and (ii) paid premiums for continued health insurance coverage for him and his eligible dependents for up to the first six months following termination of employment.

Involuntary termination following a change in control. Under the severance rights agreement, if Mr. Sitler’s employment terminates as a result of termination without Cause or the failure of a successor to materially assume our obligations under this agreement, in either case on or within 12 months following a Change in Control, and provided that Mr. Sitler provides a valid and effective release of all employment related claims, Mr. Sitler will receive the following severance benefits: (i) Mr. Sitler’s base salary at the time of termination on our normal payroll schedule until the earlier of (A) 12 months following termination and (B) the date Mr. Sitler commences new employment; (ii) paid premiums for continued health insurance coverage for him and his eligible dependents for up to the first six months following termination of employment; (iii) a lump sum payment equal to 100% of Mr. Sitler’s target bonus amount for the year of termination; and (iv) the vesting of Mr. Sitler’s outstanding equity awards in accordance with the terms of the applicable stock plan under which they were granted.

Dr. Raymond Cheung. On August 14, 2007, consistent with local labor laws in China, we entered into a fixed-term labor contract with Dr. Cheung to serve as our Vice President and Chief Operating Officer, which expires on June 30, 2012, unless terminated prior to such date upon any of the following: (i) Dr. Cheung reaches retirement; (ii) Dr. Cheung’s dies or disappearance; (iii) our bankruptcy; (iv) the revocation of our business license, termination of our business, or our dissolution; or (v) as required by law. Upon the ordinary course expiration of the term of employment, if Dr. Cheung is still employed by us, the labor contract will remain valid until the labor contract is renewed or until either party rescinds the employment relationship.

We may rescind the labor contract without making any payment of damages to Dr. Cheung only in the following circumstances: (i) Dr. Cheung demonstrates his inability to meet the criteria for employment; (ii) Dr. Cheung commits a material breach of our rules or regulations; (iii) Dr. Cheung causes significant losses to us due to his dereliction of duties or malpractice; (iv) Dr. Cheung simultaneously enters into an employment relationship with another employer, which seriously affects his completion of tasks assigned by us or refuses to rectify the situation; (v) Dr. Cheung deceptively or coercively forces us to change the terms of the labor contract against our will; or (vi) Dr. Cheung is under investigation for criminal liability.

The labor contract provides for an initial base salary of RMB 100,000 per month, subject to increase based on our normal procedures for salary increase. Additionally, Dr. Cheung is

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prohibited from engaging in any secondary occupation or activity that conflicts with our interests without our written consent. If either Dr. Cheung or we breach the labor contract and cause the other to suffer damages, the defaulting party will be responsible for damages.

Dr. Wupen Yuen. In January 2005, we entered into an offer letter with Dr. Yuen to serve as our Director of Business Development on an at-will basis. The offer letter provides for an initial annual base salary of $165,000 per year, subject to periodic review and adjustment. Effective as of April 13, 2010, we entered into the amended and restated severance rights agreement with Dr. Yuen, which amends and restates the prior severance rights agreement with Dr. Yuen dated as of December 24, 2008. The amended and restated severance rights agreement provides for the payment of severance benefits to Dr. Yuen in the event of the termination of his employment, as described below. The amended and restated agreement is similar in all material respects to the prior agreement except that the amended and restated agreement provides for the payment of continued health insurance coverage upon an involuntary termination. The terms of the December 24, 2008 agreement are described below under “Executive compensation - Potential payments upon termination or change in control.”

Involuntary termination generally. Under the amended and restated severance rights agreement, if Dr. Yuen’s employment terminates as a result of termination without Cause, and provided that Dr. Yuen provides a valid and effective release of all employment related claims, Dr. Yuen will receive the following severance benefits: (i) continuation of his base salary for up to six months (or such earlier date as he commences new employment) and (ii) paid premiums for continued health insurance coverage for him and his eligible dependents for up to the first six months following termination of employment.

Involuntary termination following a change in control. Under the amended and restated severance rights agreement, if Dr. Yuen’s employment terminates as a result of termination without Cause or the failure of a successor to materially assume our obligations under this agreement, in either case on or within 12 months following a Change in Control, and provided that Dr. Yuen provides a valid and effective release of all employment related claims, Dr. Yuen will receive the following severance benefits: (i) Dr. Yuen’s base salary at the time of termination on our normal payroll schedule until the earlier of (A) 12 months following termination and (B) the date Dr. Yuen commences new employment; (ii) paid premiums for continued health insurance coverage for him and his eligible dependents for up to the first six months following termination of employment; (iii) a lump sum payment equal to 100% of Dr. Yuen’s target bonus amount for the year of termination; and (iv) the vesting of Dr. Yuen’s outstanding equity awards in accordance with the terms of the applicable stock plan under which they were granted.

Potential payments upon termination or change in control

The section below describes the payments that we would have made to our named executive officers in connection with certain terminations of employment and/or certain corporate transactions like a Change in Control, if such events had occurred on December 31, 2009. For further information, see the section entitled “Executive compensation—Employment agreements.”

Potential payments upon involuntary termination, not in connection with a change in control.

Timothy S. Jenks. Under the severance rights agreement that was in effect on December 31, 2009, upon a termination of Mr. Jenks’ employment without Cause (as defined in a manner that

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is materially consistent with the definition set forth above), subject to his execution of a binding release of claims, Mr. Jenks would have received severance benefits in an amount equal to six months of his base salary at the time of termination, payable over such six month period.

James D. Fay. Under the severance rights agreement that was in effect on December 31, 2009, upon an Involuntary Termination (as defined in a manner that is materially consistent with the definition set forth above), and subject to his execution of a binding release of claims, Mr. Fay would have received the following severance benefits: (i) a lump sum severance payment equal to (A) six months of his base salary and (B) 50% of his target bonus for the year of termination; and (ii) paid premiums for continued health insurance coverage for him and his eligible dependents for up to the first six months following termination of employment.

Benjamin L. Sitler. Mr. Sitler had no severance rights as of December 31, 2009. In anticipation of this offering, we entered into a severance rights agreement with Mr. Sitler on April 14, 2010, as described above.

Dr. Raymond Cheung. Under the terms of our August 14, 2007 fixed-term labor contract with Dr. Cheung, if we had terminated his service on December 31, 2009 other than upon the natural expiration of the contract or for cause (as described above under the description of this agreement under “Executive compensation – Employment agreements”), we would have owed statutory severance to Dr. Cheung as calculated in accordance with employment law in China.

Dr. Wupen Yuen. Under the severance rights agreement that was in effect on December 31, 2009, upon a termination of Dr. Yuen’s employment without Cause (as defined in a manner that’s materially consistent with the definition set forth above), subject to his execution of a binding release of claims, Dr. Yuen would have received severance benefits in an amount equal to six months of his base salary (paid over time for six months or, if earlier, until he commences new employment).

Potential payments upon a change in control, regardless of treatment of stock awards.

Pursuant to our 2008 acquisition bonus plan, each of Messrs. Jenks, Fay and Sitler and Drs. Cheung and Yuen, and certain other members of our management team, were eligible to receive a cash amount based on the net proceeds available in connection with an acquisition. The amount that each named executive officer would be entitled to receive upon a qualifying transaction would have been equal to the product of (i) the total bonus pool (determined by reference to the value of the proceeds available for payment to stockholders in the transaction) and (ii) an amount equal to the number of vested shares of common stock and vested shares of common stock subject to stock options held by participant as of the closing of any such acquisition, divided by the sum of all vested shares of common stock and vested shares of common stock subject to stock options held by all participants in the pool as of the closing of any such acquisition (including any shares of common stock that vest in connection with any such acquisition under the terms of our stock plan or any contractual arrangements with each participant). This bonus amount would have been reduced by any consideration in the transaction payable to the participant in respect of their shares or stock options. Subject to certain exceptions for certain involuntary terminations (including termination without cause, resignation for good reason, death or disability, in each case within a limited period of time prior to the closing of the transaction), the payment of the bonus would have been subject to the participant’s continued employment through the closing of the transaction. Payments under the plan would also have been subject to the execution of a release of claims. Amounts would be

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paid generally at the same time, and under the same conditions (including the same form of payment), as the consideration in the deal would be paid to stockholders. The 2008 acquisition bonus plan will terminate upon the completion of this offering.

Potential payments upon a change in control, stock awards not assumed.

Pursuant to our 2004 Plan, in the event that there had been a change in control (as defined in the 2004 Plan in a manner that’s generally consistent with the definition set forth above) on December 31, 2009, and if the surviving or acquiring corporation had elected not assume or substitute for outstanding options (or assume the repurchase rights held in respect of shares purchased under such options, as applicable), the vesting of outstanding options held by each of our named executive officers on such date would have accelerated (and the repurchase rights with respect to the shares issued upon exercise of such options would have lapsed) as to that number of shares that would otherwise have vested and become exercisable as of December 31, 2010, that is, the date that is 12 months after the date of the change in control.

Potential payments upon a change in control concurrent with an involuntary termination of employment.

Pursuant to our 2004 Plan, in the event that there had been a change in control (as defined in the 2004 Plan in a manner that’s generally consistent with the definition set forth above) on December 31, 2009, and if the surviving or acquiring corporation had elected to assume or substitute for outstanding options (and assume the repurchase rights held in respect of shares purchased under such options, as applicable), and if the employment of any of our named executive officers would have terminated on such date as a result of an Involuntary Termination (as defined in a manner that’s generally consistent with the definition set forth above), the vesting of outstanding options would have accelerated (and the repurchase rights with respect to the shares issued upon exercise of such options would have lapsed) as to an additional number of shares equal to the number of shares that would otherwise have vested and become exercisable as of December 31, 2010, that is, the date that is 12 months after the date of the change in control.

Timothy S. Jenks. Under the severance rights agreement that was in effect on December 31, 2009, upon a termination of Mr. Jenks’ employment either without Cause or as a result of a successor failing to assume our obligations under the severance rights agreement, in either case within 12 months following our merger or sale, and subject to his execution of a binding release of claims, Mr. Jenks would receive severance benefits equal to 12 months of his base salary (paid over time) and payment of the bonus to which he would have been entitled during the 12 months in which he would have received continued base salary as severance.

James D. Fay. Under the severance rights agreement that was in effect on December 31, 2009, if Mr. Fay’s employment had terminated as a result of Involuntary Termination (as defined in a manner that’s materially consistent with the definition set forth above) within 12 months following a Change in Control, and provided that Mr. Fay executed a valid and effective release of all employment related claims, Mr. Fay would have received the following severance benefits: (i) a lump sum severance payment equal to (A) 12 months of his base salary and (B) 100% of his target bonus for the year of termination; (ii) paid premiums for continued health insurance coverage for him and his eligible dependents for up to the first 12 months following termination of employment; and (iii) the vesting of Mr. Fay’s outstanding equity awards (and the rate of lapsing of any repurchase rights applicable to shares received under such awards) would have

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accelerated as to the number of shares that would have vested in the 24 months’ following termination. If Mr. Fay’s employment has terminated as a result of such an Involuntary Termination prior to the closing of a Change in Control, and Mr. Fay reasonably demonstrated to the satisfaction of our board of directors that such termination was at the request of a third party in connection with a Change in Control, Mr. Fay would have been eligible for the severance described in this paragraph.

Benjamin L. Sitler. Mr. Sitler had no severance rights as of December 31, 2009 other than as provided in the 2004 Plan, as described above. In anticipation of this offering, we entered into a severance rights agreement with Mr. Sitler on April 14, 2010, as described above.

Dr. Raymond Cheung. Under the terms of our August 14, 2007 fixed-term labor contract with Dr. Cheung, if we had terminated his service on December 31, 2009 in connection with a change in control, and other than upon the natural expiration of the contract or for cause (as described above under the description of this agreement under “Executive Compensation—Employment agreements”), we would have owed statutory severance to Dr. Cheung as calculated in accordance with employment law in China.

Dr. Wupen Yuen. Under the severance rights agreement that was in effect on December 31, 2009, upon a termination of Dr. Yuen’s employment either without Cause (as defined in a manner that is materially consistent with the definition set forth above) or as a result of a successor failing to assume our obligations under the severance rights agreement, in either case within 12 months following our merger or sale, and subject to his execution of a binding release of claims, Dr. Yuen would receive severance benefits equal to 12 months of his base salary (paid over time over 12 months, or, if earlier, or until he commences new employment), payment of the bonus to which he would be entitled during the 12 months in which he would have receive continued base salary as severance, and, pursuant to the terms of our 2004 Plan, 12 months of accelerated vesting of his outstanding equity awards.

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2009 potential payments upon termination or change in control

The following table shows the amounts each of our named executive officers would receive in the event of his or her termination and/or upon a change in control, assuming the event took place on December 31, 2009, the last business day of our most recently completed fiscal year. All severance benefits are contingent upon the individual’s execution of a general release of all claims.


Named executive officer	Termination or change in control event⁽¹⁾	Salary ($)		Bonus ($)		Bonus pursuant to 2008 acquisition bonus plan ($)⁽²⁾	Benefits ($)		Equity acceleration⁽³⁾	All other compensation ($)	Total ($)

Timothy S. Jenks	•Termination without cause	160,000	⁽⁴⁾			—	—		—	—
	•Change in control — awards assumed plus involuntary termination⁽⁵⁾	320,000	⁽⁶⁾	130,000	⁽⁷⁾		—			—
	•Change in control — awards not assumed plus involuntary termination⁽⁸⁾	320,000	⁽⁶⁾	130,000	⁽⁷⁾		—			—
	•Change in control — awards not assumed plus employment continues⁽⁹⁾	—		—			—

James D. Fay	•Involuntary Termination, as defined in the section “Employment Agreements”	137,500	⁽⁴⁾	34,375	⁽¹⁰⁾	—	3,110	⁽¹¹⁾	—	—
	•Change in control — awards assumed plus involuntary termination⁽⁵⁾	275,000	⁽⁶⁾	68,750	⁽¹²⁾		6,220	⁽¹³⁾		—
	•Change in control — awards not assumed plus involuntary termination⁽⁸⁾	275,000	⁽⁶⁾	68,750	⁽¹²⁾		6,220	⁽¹³⁾		—
	•Change in control — awards not assumed plus employment continues⁽⁹⁾	—		—

Benjamin L. Sitler⁽¹⁴⁾	•Termination for any reason	—		—		—	—		—	—	—
	•Change in control — awards assumed plus involuntary termination⁽⁵⁾	—		—			—		—	—
	•Change in control — awards not assumed plus involuntary termination⁽⁸⁾	—		—			—		—	—
	•Change in control — awards not assumed plus employment continues⁽⁹⁾	—		—					—

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Named executive officer	Termination or change in control event⁽¹⁾	Salary ($)		Bonus ($)		Bonus pursuant to 2008 acquisition bonus plan ($)⁽²⁾	Benefits ($)	Equity acceleration⁽³⁾	All other compensation ($)		Total ($)

Dr. Raymond Cheung	•Termination without cause	—		—		—	—	—	53,928	⁽¹⁵⁾
	•Change in control — awards assumed plus involuntary termination⁽⁵⁾	—		—			—		53,928	⁽¹⁵⁾
	•Change in control — awards not assumed plus involuntary termination⁽⁸⁾	—		—			—		53,928	⁽¹⁵⁾
	•Change in control — awards not assumed plus employment continues⁽⁹⁾	—		—			—		—

Dr. Wupen Yuen	•Termination without cause	100,000	⁽⁴⁾			—	—	—	—
	•Change in control — awards assumed plus involuntary termination⁽⁵⁾	200,000	⁽⁶⁾	110,000	⁽⁷⁾		—		—
	•Change in control — awards not assumed plus involuntary termination⁽⁸⁾	200,000	⁽⁶⁾	110,000	⁽⁷⁾		—		—
	•Change in control — awards not assumed plus employment continues⁽⁹⁾	—		—			—		—

(1)

No compensation is payable where there is a change in control, awards are assumed and employment continues.

(2)

The bonus that our named executive officers would receive, calculated assuming an acquisition price per share equal to $ per share, the midpoint of the price range set forth on the cover page of this prospectus, and the exercise price of the named executive officers’ unvested options or awards, subject to acceleration upon a qualifying event.

(3)

The value realized is the gain that our named executive officers would receive, calculated as the difference between our assumed initial offering price $ , the midpoint of the price range set forth on the cover page of this prospectus, and the exercise price of the named executive officers’ unvested options or awards, subject to acceleration upon a qualifying event.

(4)

Represents six months base salary calculated at the rate in effect on December 31, 2009.

(5)

Represents benefits received by such named executive officer upon a change in control in which the surviving or acquiring entity elects to assume or substitute outstanding options or awards concurrent with an involuntary termination of employment of such named executive officer.

(6)

Represents 12 months base salary calculated at the rate in effect on December 31, 2009.

(7)

Represents such named executive officer’s actual 2009 bonus.

(8)

Represents benefits received by such named executive officer upon a change in control in which the surviving or acquiring corporation elected not to assume or substitute outstanding options or awards concurrent with an involuntary termination of employment of such named executive officer.

(9)

Represents benefits received by such named executive officer upon a change in control in which the surviving or acquiring corporation elected not to assume or substitute outstanding options or awards and such named executive officer’s employment continues.

(10)

Represents 50% of such named executive officer’s 2009 target bonus.

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(11)

Represents six months of COBRA health benefits for such named executive officer at the applicable benefit rate for 2009.

(12)

Represents 100% of such named executive officer’s 2009 target bonus.

(13)

Represents 12 months of COBRA health benefits for such named executive officer at the applicable benefit rate for 2009.

(14)

As of December 31, 2009, Mr. Sitler did not have any severance rights, however, he entered in to a severance rights agreement with us on April 14, 2010. See “Employment Agreements.”

(15)

Represents statutory entitlement pursuant to employment law in China based on a formula equal to one month of base salary plus one additional month of base salary per full year of service completed. Dr. Cheung was employed in June 2007 and as of December 31, 2009, had completed more than two but less than three years of service. Typically, employees in China are paid their annual base salary on a schedule of 1/13th per month plus 1/13th subsequent to the end of the calendar year. Dr. Chueng’s base salary per month for 2009 was RMB 122,733. Conversion to U.S. dollars is based on an average exchange rate of RMB 6.82768 per U.S. dollar in 2009.

Employee benefit plans

2004 stock option plan

Our board of directors adopted, and our stockholders approved, the 2004 stock option plan, as amended, or 2004 Plan, in March 2004. The 2004 Plan provides for the grant of incentive stock options and nonstatutory stock options. Upon the execution and delivery of the underwriting agreement for this offering, no additional options will be granted under the 2004 Plan. All outstanding options previously granted under the 2004 Plan will remain subject to the terms of the 2004 Plan.

Share reserve. There are 62,963,668 shares of common stock reserved for issuance under the 2004 Plan. As of December 31, 2009, 14,511,105 shares of common stock had been issued upon the exercise of options granted under the 2004 Plan, net of repurchases, options to purchase 38,132,024 shares of common stock were outstanding at a weighted average exercise price of $0.17 per share and 10,320,539 shares remained available for future grant under the 2004 Plan.

Administration. Our board of directors administers our 2004 Plan. Our board of directors, however, may delegate this authority to a committee of one or more board members. Our board of directors or the authorized committee, referred to as the plan administrator, has the authority to construe, interpret, amend and suspend the 2004 Plan, as well as to determine the terms of an option or amend the terms of an option. However, no amendment may materially and adversely affect the rights under any outstanding option unless the holder consents to that amendment.

Eligibility. The 2004 Plan provides for the grant of stock options to our employees, directors and consultants. Incentive stock options may be granted only to employees. Nonstatutory stock options may be granted to employees, directors and consultants.

Stock option provisions generally. In general, the exercise price of an incentive stock option cannot be less than 100% of the fair market value of our common stock on the date of grant and the exercise price of a nonstatutory stock option cannot be less than 85% of the fair market value of our common stock on the date of grant. However, an incentive stock option granted to a person who on the date of grant owns more than 10% of the voting power of all classes of our outstanding stock or any of our affiliates must have a term of no more than five years and an exercise price that is at least 110% of the fair market value on the date of grant.

Generally, an optionee may not transfer his or her stock option other than by will or by the laws of descent and distribution. However, an optionee may designate a beneficiary who may exercise the option following the optionee’s death. Shares subject to options under the 2004 Plan generally vest and become exercisable in periodic installments. In general, the term of stock options granted under the 2004 Plan cannot exceed ten years.

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The aggregate fair market value, determined at the time of grant, of shares of our common stock with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit generally will be treated as nonstatutory stock options. Subject to capitalization adjustments, no more than 62,963,668 shares of common stock may be issued under the 2004 Plan pursuant to the exercise of incentive stock options.

Unless otherwise provided by an optionee’s stock option agreement, if an optionee’s service relationship with us, or any of our affiliates, ceases for any reason other than disability or death, the optionee generally may exercise the vested portion of any options for 60 days following the cessation of service. If an optionee’s service relationship with us, or any of our affiliates, ceases due to disability or death, or an optionee dies within 30 days following cessation of service, the optionee or a beneficiary may generally exercise any vested options for a period of six months in the event of disability and 12 months in the event of death. In no event may an option be exercised beyond the expiration of its term.

Corporate transactions. Unless otherwise determined by the plan administrator, if we dissolve or liquidate, then outstanding stock options under the 2004 Plan will terminate immediately prior to such dissolution or liquidation, even though the optionee may still be providing services to the us.

In the event that there is a certain specified significant corporate transaction, such as an acquisition of, or a merger of NeoPhotonics with or into another entity, or a material change in the ownership of our common stock, the surviving or acquiring corporation may assume or substitute equivalent options for the outstanding options granted under the 2004 Plan, and the successor entity will succeed to any repurchase rights applicable to shares purchased upon the exercise of options. If the surviving or acquiring corporation elects not to assume or substitute for outstanding stock options (or the repurchase rights held in respect of such options, as applicable) granted under the 2004 Plan, then outstanding options under the 2004 Plan will terminate upon consummation of the corporate transaction.

In the event that there is a certain specified significant corporate transaction that also constitutes a change in control of NeoPhotonics, if the surviving or acquiring corporation elects not to assume or substitute for outstanding options (or the repurchase rights held in respect of such options, as applicable), the vesting of outstanding options held by our officers, certain of our senior employees and our non-employee directors will accelerate and the options will become exercisable (and the repurchase rights with respect to the shares issued upon exercise of the options will lapse) as to that number of shares that would otherwise have vested and become exercisable as of the date that is 12 months after the date of the change in control, and such outstanding options will terminate upon consummation of the change in control. In the event of a significant corporate transaction that also constitutes a change in control of NeoPhotonics in which the surviving or acquiring corporation assumes or substitutes for outstanding options (or the repurchase rights held in respect of such options, as applicable) and a participant who is one of our officers, one of our certain senior employees or one of our non-employee directors is terminated by us without cause or such participant voluntarily terminates his or her service within 60 days following a specified reduction in such participant’s job responsibilities, a material relocation of such participant’s work

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site, or a material reduction in such participant’s salary, in any such case within 12 months after such change in control, the vesting of outstanding options held by such participant will accelerate and the options will become exercisable (and our repurchase rights with respect to the shares issued upon exercise of the option will lapse) as to that number of shares that would otherwise have vested and become exercisable as of the date that is 12 months after the date of such participant’s termination of service.

2007 stock appreciation grants plan

Our board of directors adopted the 2007 stock appreciation grants plan, or SAG Plan, in October 2007. The SAG Plan provides for the grant of cash-settled stock appreciation units. All outstanding awards previously granted under the SAG Plan will remain subject to the terms of the SAG Plan.

Units granted. As of December 31, 2009, 6,743,520 units had been issued under the SAG Plan and 4,971,000 units were outstanding at a weighted average base value of $0.17 per unit. The base value per share represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors.

Administration. Our board of directors administers our SAG Plan. Our board of directors, however, may delegate this authority to a committee of two or more board members. Our board of directors or the authorized committee, referred to as the plan administrator, has the authority to interpret, amend and terminate the SAG Plan, as well as to determine the terms and conditions of an award or amend the terms of a stock award. However, the plan administrator may not take any action that would adversely affect the rights under any award unless the holder consents to that amendment.

Eligibility. The SAG Plan provides for the grant of cash-settled stock appreciation units to any employee or consultant that is in a position to make a significant contribution to our success or to the success of our affiliates. Awards granted under the SAG Plan have been, to date, exclusively granted to employees or consultants of our affiliates in China.

Stock appreciation units. Stock appreciation units are granted pursuant to stock appreciation grant agreements adopted by the plan administrator. Upon the exercise of stock appreciation units, we will pay the participant an amount in cash generally equal to the product of (a) the excess of the per share fair market value of our common stock on the date of exercise over the base value per share, multiplied by (b) the number of units with respect to which the award is exercised. The plan administrator may, in its discretion, grant awards where the amount paid to the participant is calculated from a price of the stock that is higher or lower than the fair market value on the date of grant, which we call the attributed value, in which case we will pay the participant an amount equal to the product of (a) the excess of the per share fair market value of our common stock on the date of exercise over the attributed value, multiplied by (b) the number of units with respect to which the award is exercised. Generally, a participant may not transfer his or her award other than by will or by the laws of descent and distribution.

An award granted under the SAG Plan vests at the rate specified in the stock appreciation grant agreement as determined by the plan administrator. An award granted under the SAG Plan is not exercisable until the earlier of (i) the expiration of the period of time agreed to between our underwriters and certain of our stockholders in connection with an initial public offering of our common stock, or the lock-up period, or (ii) the consummation of a change in control, such as an acquisition of, or a merger of NeoPhotonics with or into another entity or a material change in the

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ownership of our common stock. If a participant’s service relationship with us or any of our affiliates ceases for any reason prior to the effective date of an initial public offering or the consummation of a change in control, the participant will have no right to exercise any stock appreciation units held by the participant, regardless of the number of units that have vested at the time of the termination of service, and the units held by the participant will be cancelled as of the date that the participant’s service relationship is terminated. If a participant’s service relationship with us or any of our affiliates ceases for any reason during the lock-up period and the participant exercises his or her stock appreciation units during the lock-up period, the per share fair market value of our common stock on the date of exercise will equal the average closing price for our common stock on the first three business days following the expiration of the lock-up period.

The plan administrator determines the term of stock appreciation units granted under the SAG Plan, up to a maximum of ten years. Unless the terms of a participant’s stock appreciation grant agreement provides otherwise, if a participant’s service relationship with us, or any of our affiliates, ceases for any reason other than disability or death, the participant may generally exercise any vested stock appreciation unit that is otherwise exercisable under the SAG Plan for a period of 90 days following the participant’s cessation of service. If a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, the participant or a beneficiary may generally exercise any vested stock appreciation unit that is otherwise exercisable under the SAG Plan for a period of one year following the participant’s cessation of service. In no event may a stock appreciation unit be exercised beyond the expiration of its term.

Changes to capital structure. In the event that there is a specified type of change in our capital structure, such as a stock split or recapitalization, appropriate adjustments will be made to the number of stock appreciation units subject to each outstanding award and any other award provisions affected by the change.

Change in control. In the event of a change in control, with respect to outstanding stock appreciation units under the SAG Plan that remain unexercised, the plan administrator may waive any exercise limitations of the award, so that all outstanding awards from and after a date prior to the effective date of such a change in control, as specified by the plan administrator, may be exercisable in full or the plan administrator may cancel all outstanding awards as of the effective date of any change in control, provided that the plan administrator provides advanced written notice of such cancellation to each holder of an outstanding award, and each such holder of an outstanding award will have the right to exercise the award in full during a 10-day period after delivery of such notice of cancellation.

2010 equity incentive plan

Our board of directors adopted the 2010 equity incentive plan, or 2010 Incentive Plan, in April 2010. Subject to stockholder approval, we expect the 2010 Incentive Plan will become effective immediately upon the execution and delivery of the underwriting agreement for this offering. The 2010 Incentive Plan will terminate on April 13, 2020, unless sooner terminated by our board of directors. We may amend or suspend the 2010 Incentive Plan at any time, although no such action may impair the rights under any then-outstanding award without the holder’s consent.

Stock awards. The 2010 Incentive Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, and to

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non-employee directors and consultants. Additionally, the 2010 Incentive Plan provides for the grant of performance cash awards. Incentive stock options may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants.

Share reserve. Initially, the aggregate number of shares of our common stock that may be issued pursuant to stock awards under the 2010 Incentive Plan after the 2010 Incentive Plan becomes effective is 21,635,507 shares. Then, the number of shares of our common stock reserved for issuance under the 2010 Incentive Plan will automatically increase on January 1st each year, starting on January 1, 2011 and continuing through January 1, 2020, by 3.5% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, or such lesser number of shares of common stock as determined by our board of directors. The maximum number of shares that may be issued pursuant to the exercise of incentive stock options under the 2010 Incentive Plan is 200,000,000 shares.

No person may be granted stock awards covering more than 20,000,000 shares of our common stock under our 2010 Incentive Plan during any calendar year pursuant to stock options, stock appreciation rights and other stock awards whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the fair market value on the date the stock award is granted. Additionally, no person may be granted in a calendar year a performance stock award covering more than 10,000,000 shares or a performance cash award having a maximum value in excess of $10,000,000. Such limitations are designed to help assure that any deductions to which we would otherwise be entitled with respect to such awards will not be subject to the $1,000,000 limitation on the income tax deductibility of compensation paid to any covered executive officer imposed by Section 162(m) of the Code.

If a stock award granted under the 2010 Incentive Plan expires or otherwise terminates without being exercised in full, or is settled in cash, the shares of our common stock not acquired pursuant to the stock award again will become available for subsequent issuance under the 2010 Incentive Plan. In addition, the following types of shares under the 2010 Incentive Plan may become available for the grant of new stock awards under the 2010 Incentive Plan: (1) shares that are forfeited to or repurchased by us prior to becoming fully vested; (2) shares withheld to satisfy income or employment withholding taxes; or (3) shares used to pay the exercise price of an option. Shares issued under the 2010 Incentive Plan may be previously unissued shares or reacquired shares bought by us on the open market. As of the date hereof, no awards have been granted and no shares of our common stock have been issued under the 2010 Incentive Plan.

Administration. Our board of directors, or a duly authorized committee thereof, has the authority to administer the 2010 Incentive Plan. Our board of directors has delegated its authority to administer the 2010 Incentive Plan to our compensation committee under the terms of the compensation committee’s charter. Our board of directors may also delegate to one or more of our officers the authority to (1) designate employees (other than other officers) to be recipients of certain stock awards, and (2) determine the number of shares of common stock to be subject to such stock awards. Our board of directors has delegated such authority to our Chief Executive Officer. Subject to the terms of the 2010 Incentive Plan, our board of directors or the authorized committee, referred to as the plan administrator, determines recipients, dates of grant, the numbers and types of stock awards to be granted and the terms and conditions of the stock awards, including the period of their exercisability and vesting schedule applicable to a stock award. Subject to the limitations set forth below, the plan administrator will also

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determine the exercise price, strike price or purchase price of awards granted and the types of consideration to be paid for the award.

The plan administrator has the authority to reprice any outstanding stock award, cancel and re-grant any outstanding stock award or take any other action that is treated as a repricing under U.S. GAAP, with the consent of any adversely affected participant.

Stock options. Incentive and nonstatutory stock options are granted pursuant to stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for a stock option, within the terms and conditions of the 2010 Incentive Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our common stock on the date of grant. Options granted under the 2010 Incentive Plan vest at the rate specified by the plan administrator.

The plan administrator determines the term of stock options granted under the 2010 Incentive Plan, up to a maximum of 10 years. Unless the terms of an optionee’s stock option agreement provides otherwise, if an optionee’s service relationship with us, or any of our affiliates, ceases for any reason other than disability, death or cause, the optionee may generally exercise any vested options for a period of three months following the cessation of service. The option term may be extended in the event that exercise of the option following such a termination of service is prohibited by applicable securities laws or our insider trading policy. If an optionee’s service relationship with us, or any of our affiliates, ceases due to disability or death, or an optionee dies within a certain period following cessation of service, the optionee or a beneficiary may generally exercise any vested options for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, options generally terminate immediately upon the occurrence of the event giving rise to the right to terminate the individual for cause. In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of our common stock previously owned by the optionee, (4) a net exercise of the option if it is a nonstatutory option, and (5) other legal consideration approved by the plan administrator.

Unless the plan administrator provides otherwise, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order. An optionee may designate a beneficiary, however, who may exercise the option following the optionee’s death.

Tax limitations on incentive stock options. The aggregate fair market value, determined at the time of grant, of our common stock with respect to incentive stock options that are exercisable for the first time by an optionee during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as nonstatutory stock options. No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (2) the term of the incentive stock option does not exceed five years from the date of grant.

Restricted stock awards. Restricted stock awards are granted pursuant to restricted stock award agreements adopted by the plan administrator. Restricted stock awards may be granted in consideration for (1) cash, check, bank draft or money order, (2) past services rendered to us or

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our affiliates, or (3) any other form of legal consideration. Common stock acquired under a restricted stock award may, but need not, be subject to a share repurchase option in our favor in accordance with a vesting schedule to be determined by the plan administrator. Rights to acquire shares under a restricted stock award may be transferred only upon such terms and conditions as set by the plan administrator.

Restricted stock unit awards. Restricted stock unit awards are granted pursuant to restricted stock unit award agreements adopted by the plan administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration. A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited upon the participant’s cessation of continuous service for any reason.

Stock appreciation units. Stock appreciation units are granted pursuant to stock appreciation grant agreements adopted by the plan administrator. The plan administrator determines the strike price for a stock appreciation unit, which generally cannot be less than 100% of the fair market value of our common stock on the date of grant. Upon the exercise of a stock appreciation unit, we will pay the participant an amount equal to the product of (1) the excess of the per share fair market value of our common stock on the date of exercise over the strike price, multiplied by (2) the number of shares of common stock with respect to which the stock appreciation unit is exercised. A stock appreciation unit granted under the 2010 Incentive Plan vests at the rate specified in the stock appreciation grant agreement as determined by the plan administrator.

The plan administrator determines the term of stock appreciation units granted under the 2010 Incentive Plan, up to a maximum of ten years. Unless the terms of a participant’s stock appreciation grant agreement provides otherwise, if a participant’s service relationship with us, or any of our affiliates, ceases for any reason other than cause, disability or death, the participant may generally exercise any vested stock appreciation unit for a period of three months following the cessation of service. The stock appreciation unit term may be further extended in the event that exercise of the stock appreciation unit following such a termination of service is prohibited by applicable securities laws. If a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation unit for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock appreciation units generally terminate immediately upon the occurrence of the event giving rise to the right to terminate the individual for cause. In no event may a stock appreciation unit be exercised beyond the expiration of its term.

Performance awards. The 2010 Incentive Plan permits the grant of performance-based stock and cash awards that may qualify as performance-based compensation that is not subject to the $1,000,000 limitation on the income tax deductibility of compensation paid to a covered executive officer imposed by Section 162(m) of the Code. To help assure that the compensation attributable to performance-based awards will so qualify, our compensation committee can structure such awards so that stock or cash will be issued or paid pursuant to such award only after the achievement of certain pre-established performance goals during a designated performance period.

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The performance goals that may be selected include one or more of the following: (1) earnings (including earnings per share and net earnings); (2) earnings before interest, taxes and depreciation; (3) earnings before interest, taxes, depreciation and amortization; (4) total stockholder return; (5) return on equity or average stockholder’s equity; (6) return on assets, investment, or capital employed; (7) stock price; (8) margin (including gross margin); (9) income (before or after taxes); (10) operating income; (11) operating income after taxes; (12) pre-tax profit; (13) operating cash flow; (14) sales or revenue targets; (15) increases in revenue or product revenue; (16) expenses and cost reduction goals; (17) improvement in or attainment of working capital levels; (18) economic value added (or an equivalent metric); (19) market share; (20) cash flow; (21) cash flow per share; (22) share price performance; (23) debt reduction; (24) implementation or completion of projects or processes; (25) customer satisfaction; (26) stockholders’ equity; (27) capital expenditures; (28) debt levels; (29) operating profit or net operating profit; (30) workforce diversity; (31) growth of net income or operating income; (32) billings; and (33) to the extent that an award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by our board of directors.

The performance goals may be based on a company-wide basis, with respect to one or more business units, divisions, affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise (i) in the award agreement at the time the award is granted or (ii) in such other document setting forth the performance goals at the time the goals are established, we will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated goals; (3) to exclude the effects of changes to U.S. GAAP; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of any “extraordinary items” as determined under U.S. GAAP; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and/or the award of bonuses under our bonus plans; and (10) to exclude the effect of any other unusual, non-recurring gain or loss or other extraordinary item. In addition, we retain the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of the goals. The performance goals may differ from participant to participant and from award to award.

Other stock awards. The plan administrator may grant other awards based in whole or in part by reference to our common stock. The plan administrator will set the number of shares under the stock award and all other terms and conditions of such awards.

Changes to capital structure. In the event that there is a specified type of change in our capital structure, such as a stock split or recapitalization, appropriate adjustments will be made to (a) the class and maximum number of shares reserved for issuance under the 2010 Incentive Plan, (b) the class and maximum number of shares by which the share reserve may increase automatically each year, (c) the class and maximum number of shares that may be issued upon the exercise of incentive stock options, (d) the class and maximum number of shares subject to stock awards that

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can be granted in a calendar year (as established under the 2010 Incentive Plan pursuant to Section 162(m) of the Code) and (e) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.

Corporate transactions. In the event of certain specified significant corporate transactions, the administrator has the discretion to take any of the following actions with respect to stock awards:

•

arrange for the assumption, continuation or substitution of a stock award by a surviving or acquiring entity or parent company;

•

arrange for the assignment of any reacquisition or repurchase rights held by us to the surviving or acquiring entity or parent company;

•

accelerate the vesting of the stock award and provide for its termination prior to the effective time of the corporate transaction;

•

arrange for the lapse of any reacquisition or repurchase right held by us;

•

cancel or arrange for the cancellation of the stock award in exchange for such cash consideration, if any, as our board of directors may deem appropriate; or

•

make a payment equal to the excess of (a) the value of the property the participant would have received upon exercise of the stock award over (b) the exercise price otherwise payable in connection with the stock award.

Our board of directors is not obligated to treat all stock awards, even those that are of the same type, in the same manner.

Change in control. In the event of a change in control of NeoPhotonics, if the surviving or acquiring corporation elects not to assume, continue or substitute for outstanding stock awards (or the reacquisition or repurchase rights held in respect of such stock awards, as applicable), the vesting of such outstanding stock awards (and, with respect to options and stock appreciation rights, the time when such stock awards may be exercised) held by our officers, certain of our senior employees and our non-employee directors whose service has not terminated prior to the change in control will accelerate as to that number of shares that would otherwise have vested as of the date that is 12 months after the effective date of the change in control and such stock awards will terminate if not exercised (if applicable) at or prior to the time of the effective time of the change in control, and any reacquisition or repurchase rights held by us with respect to such stock awards will similarly lapse. Additionally, in the event of change in control in which the surviving or acquiring corporation assumes, continues or substitutes for outstanding stock awards, with respect to stock awards that have been assumed, continued or substituted that are held by such participants due to an involuntary termination (not including death or disability) of the participant without cause or due to a voluntary termination by the participant that is a resignation for good reason (as specified in the 2010 Incentive Plan) in connection with or within 12 months of the change in control, then, as of the date of termination of service, the vesting of such stock award (and, with respect to options and stock appreciation rights, the time when such stock awards may be exercised) shall be accelerated as to that number of shares that would otherwise have vested as of the 12 months after the effective date of the change in control.

If any payment or benefit a participant would receive pursuant to a change in control would constitute a “parachute payment” within the meaning of Section 280G of the Code and be

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subject to the excise tax imposed by Section 4999 of the Code, then such payment will be reduced to such amount that would result in no portion of the payment being subject to the excise tax or the largest portion of the payment, after taking into account all applicable federal, state and local employment taxes, income taxes and the excise tax, that results in the participant’s receipt (on an after-tax basis) of the greater amount of the payment notwithstanding that all or a portion of the payment may be subject to the excise tax.

2010 employee stock purchase plan

Our board of directors adopted the 2010 employee stock purchase plan, or ESPP, in April 2010. Subject to stockholder approval, we expect the ESPP will become effective immediately upon the execution and delivery of the underwriting agreement for this offering.

Share Reserve. The ESPP initially authorizes the issuance of 8,564,203 shares of our common stock pursuant to purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our common stock reserved for issuance will automatically increase on January 1st each year, starting January 1, 2011 and continuing through January 1, 2020, in an amount equal to the lesser of (1) 3.5% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, (2) 15,000,000 shares of our common stock or (3) such lesser number of shares of common stock as determined by our board of directors. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. As of the date hereof, no rights have been granted and no shares of our common stock have been purchased under our ESPP.

Administration. Our board of directors, or a duly authorized committee thereof, has the authority to administer the ESPP. Our board of directors has delegated its authority to administer the ESPP to our compensation committee.

Purchase rights. The ESPP is implemented through a series of offerings of purchase rights to eligible employees. Purchase rights are generally not transferable. Under the ESPP, we may specify offerings with a duration of not more than 27 months, and may specify one or more shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of our common stock will be purchased for the employees who are participating in the offering. An offering may be terminated early under certain circumstances such as a material change in control of NeoPhotonics.

Payroll deductions. Generally, all regular employees, including executive officers, employed by us or by any of our designated affiliates, may participate in the ESPP and may contribute, normally through payroll deductions, up to 15% of their earnings toward the purchase of our common stock under the ESPP. Unless otherwise determined by our board of directors, common stock will be purchased for participating employees at a price per share equal to the lower of (a) 85% of the fair market value of a share of our common stock on the first date of an offering, or (b) 85% of the fair market value of a share of our common stock on the date of purchase.

Limitations. Employees may have to satisfy one or more of the following service requirements before participating in the ESPP, as determined by our board of directors: (a) customarily employed for more than 20 hours per week (b) customarily employed for more than five months per calendar year, or (c) continuous employment with us or one of our affiliates for a period of time not to exceed two years. No employee may purchase shares under the ESPP at a rate in excess of $25,000 worth of our common stock, based on the fair market value per share of our common stock at the beginning of an offering, for each calendar year in which such purchase

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right is outstanding. Finally, no employee will be eligible for the grant of any purchase rights under the ESPP if, immediately after such rights are granted, such employee owns our stock possessing five percent or more of the total combined voting power or value of all classes of our outstanding capital stock.

Changes to capital structure. In the event that there is a specified type of change in our capital structure such as a stock split or recapitalization, appropriate adjustments will be made to (a) the class and maximum number of shares reserved under the ESPP, (b) the class and maximum number of shares by which the share reserve may increase automatically each year, (c) the class and number of shares and purchase price of all outstanding purchase rights, and (d) any limits on the class and number of shares that may be purchased in an offering or purchase period (if applicable).

Corporate transactions. In the event of certain significant corporate transactions, such as an acquisition of the NeoPhotonics that results in a material change in the ownership of NeoPhotonics, any then-outstanding purchase rights under the ESPP may be assumed, continued or substituted for by any surviving or acquiring entity or its parent company, provided that the rights of any participant under any such assumption, continuation or substitution will not be impaired. If the surviving or acquiring entity or its parent company elects not to assume, continue or substitute for such purchase rights, then the participants’ accumulated contributions will be used to purchase shares of our common stock within 10 business days prior to such corporate transaction, and such purchase rights will terminate immediately thereafter.

Plan amendments. Our board of directors has the authority to amend, suspend or terminate the ESPP, provided any such action will not be taken without the consent of an adversely affected participant. We will obtain stockholder approval of any amendment to our ESPP as required by applicable law.

401(k) plan

We offer a 401(k) plan to all employees who meet specified eligibility requirements. Eligible employees may contribute up to 90% of their respective compensation subject to limitations established by the Code.

Indemnification of directors and officers and limitation of liability

Our certificate of incorporation includes a provision that eliminates, to the fullest extent permitted by law, the personal liability of a director for monetary damages resulting from breach of his fiduciary duty as a director.

Our bylaws, as in effect upon completion of this offering, provide that:

•

we are required to indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions;

•

we may indemnify our other employees and agents as provided in indemnification contracts entered into between us and our employees and agents;

•

we are required to advance expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions; and

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•

the rights conferred in the bylaws are not exclusive.

In addition to the indemnification required in our certificate of incorporation and bylaws, we have entered into indemnity agreements with each of our current directors and officers. These agreements provide for the indemnification of our directors and officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were our agents. We have also obtained directors’ and officers’ insurance to cover our directors, officers and some of our employees for liabilities, including liabilities under securities laws. We believe that these indemnification provisions and agreements and this insurance are necessary to attract and retain qualified directors and officers.

A stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees regarding which indemnification by us is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

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Certain relationships and related party transactions

The following is a summary of transactions since January 1, 2007 to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described where required under the “Executive compensation” and “Management—Director compensation” sections of this prospectus.

Sales of our Series X preferred stock

In the period from May 2008 through January 2010, we sold an aggregate of 462,436 shares of our Series X preferred stock at $100.00 per share for aggregate consideration of $46.2 million. Pursuant to the terms of our current amended and restated certificate of incorporation, upon completion of this offering, shares of Series X preferred stock will convert to shares of common stock based on a predetermined formula whereby the number of shares of common stock issued to holders of Series X preferred stock shall be the quotient obtained by (i) dividing the total number of shares of Series X preferred stock multiplied by $100.00 by (ii) 50% of the price per share at which shares of common stock are sold to the public. The table below sets forth the number of shares of Series X preferred stock purchased by our directors, executive officers and 5% stockholders and their affiliates. The terms of these purchases were the same as those provided to unaffiliated purchasers.


Investor	Aggregate purchase price		Shares of Series X preferred stock purchased	Percentage of total issued

Timothy S. Jenks⁽¹⁾	$	34,000	340	*
Stephen T. Jurvetson⁽²⁾		27,000	270	*
Entities affiliated with Oak Investment Partners⁽³⁾		21,973,800	219,738	47.5%
Entities affiliated with Draper Fisher Jurvetson⁽⁴⁾		3,091,000	30,910	6.7
International Finance Corporation		7,000,000	70,000	15.1
Nison Limited⁽⁵⁾		1,292,900	12,929	2.8
Entities affiliated with ATA Ventures⁽⁶⁾		100,000	1,000	*
Entities affiliated with Institutional Venture Partners⁽⁷⁾		371,000	3,710	*

Represents ownership of less than one percent (1%) of the outstanding shares of Series X preferred stock.

(1)

Includes 30 shares held by Mr. Jenks, 110 shares held by the The Timothy S. Jenks and Atsuko K. Jenks Declaration of Trust dated 7 January 1996 and 200 shares purchased by Mr. Jenks’ parents.

(2)

The Steve and Karla Jurvetson Living Trust dated August 27, 2002 purchased shares. Stephen T. Jurvetson, one of our directors, is a trustee of The Steve and Karla Jurvetson Living Trust and a Managing Director of Draper Fisher Jurvetson Fund VII, L.P. and Draper Fisher Jurvetson Partners VII, LLC. Additionally, Draper Fisher Partners, LLC, Draper Associates, L.P., Draper GC Partners, LLC, Tim Draper, The Timothy C. Draper Living Trust, The Steve and Karla Jurvetson Living Trust dated August 27, 2002, The Fonstad Living Trust, Dated March 26, 1999, Mark Greenstein and Warren Packard purchased shares and are affiliated with Draper Fisher Jurvetson. Mr. Jurvetson disclaims ownership of these shares except to the extent of his proportionate pecuniary interest therein.

(3)

Oak Investment Partners X, Limited Partnership and Oak X Affiliates Fund, Limited Partnership purchased these shares. Bandel L. Carano, one of our directors, is a Managing Member of Oak Associates X, LLC, the General Partner of Oak Investment Partners X, Limited Partnership and Oak X Affiliates Fund, Limited Partnership. Mr. Carano disclaims ownership of these shares except to the extent of his proportionate pecuniary interest therein.

(4)

Draper Fisher Jurvetson Fund VII, L.P. and Draper Fisher Jurvetson Partners VII, LLC purchased shares. Stephen T. Jurvetson, one of our directors, is a Managing Director of Draper Fisher Jurvetson Fund VII, L.P. and Draper Fisher Jurvetson Partners VII, LLC. Additionally, Draper Fisher Partners, LLC, Draper Associates, L.P., Draper GC Partners, LLC, Tim Draper, The Timothy C. Draper Living Trust, The Steve and Karla Jurvetson Living Trust dated August 27, 2002, The Fonstad Living Trust, Dated March 26, 1999, Mark Greenstein and Warren Packard purchased shares and are affiliated with Draper Fisher Jurvetson.

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(5)

Concord Investments Co. Ltd., or Concord, owns 100% of the shares of Nison Limited. Robert Peng, one of our directors, is a director of Nison Limited. Concord collectively beneficially owns more than 5% of our outstanding capital stock through affiliated entities. See “Principal and selling stockholders” for additional information about other entities affiliated with Concord. Mr. Peng disclaims ownership of these shares except to the extent of his proportionate pecuniary interest therein.

(6)

ATA Ventures I, L.P., ATA Affiliates Fund I, L.P. and ATA Investment Fund I, L.P. purchased these shares. T. Peter Thomas, one of our directors, is a Managing Director of ATA Management I, LLC, the General Partner of ATA Ventures I, L.P., ATA Affiliates Fund I, L.P. and ATA Investment Fund I, L.P. Mr. Thomas disclaims ownership of these shares except to the extent of his proportionate pecuniary interest therein.

(7)

Institutional Venture Partners VII, L.P. and Institutional Venture Management VII, L.P. purchased these shares. T. Peter Thomas, one of our directors, is a General Partner of Institutional Venture Management VII, L.P., the General Partner of Institutional Venture Partners VII, L.P. Institutional Venture Partners is referred to herein as IVP. Mr. Thomas disclaims ownership of these shares except to the extent of his proportionate pecuniary interest therein.

See “Principal and selling stockholders” for additional information about the entities described above and elsewhere in this section.

Description of Series X preferred stock

Please see Note 9 to our consolidated financial statements appearing elsewhere in this prospectus for a summary description of the terms of the Series X preferred stock.

Investors’ rights agreement

In connection with our Series X preferred stock financing, the first closing of which occurred in May 2008, we entered into a 2008 investors’ rights agreement with certain holders of our common stock and preferred stock, including our principal stockholders with whom certain of our directors are affiliated. Pursuant to this agreement, we granted such stockholders certain registration rights with respect to certain shares of our common stock held or issuable upon conversion of the shares of preferred stock held by them. For a description of these registration rights, see “Description of capital stock—Registration rights.” In addition to the registration rights, the investors’ rights agreement provides for certain information rights and rights of first refusal. The provisions of the investors’ rights agreement, other than those relating to registration rights and certain other covenants, will terminate upon the completion of this offering.

Voting agreement

We have entered into a 2008 voting agreement with certain holders of our common stock and certain holders of our preferred stock. The provisions of this voting agreement will terminate upon the completion of this offering and there will be no further contractual arrangements regarding the election of our directors. For a description of the 2008 voting agreement, see the section titled “Management—Voting arrangements.”

Stock repurchases

In December 2009, we repurchased 1,812 shares of our common stock from Oak Investment Partners VI, L.P. and Oak VI Affiliates Fund, L.P. for $0.186 per share for purposes of assisting these funds to close out older de minimus investments. Mr. Carano, one of our directors, is a General Partner of Oak Investment Partners.

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Indemnification of officers and directors

Our amended and restated certificate of incorporation and bylaws provide that we shall indemnify each of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Further, we have entered into indemnification agreements with each of our directors and officers. For further information, see the section entitled “Executive compensation—Indemnification of directors and officers and limitation of liability.”

Policies and procedures for related party transactions

We believe that we have executed all of the transactions set forth above on terms no less favorable to us than we could have obtained from unaffiliated third parties. It is our intention to ensure that all future transactions between us and our officers, directors and principal stockholders and their affiliates, are approved by the audit committee of our board of directors, and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

Following this offering, all future related party transactions will be reviewed and approved by our audit committee. Pursuant to our code of business conduct and ethics, the audit committee is responsible for approving, prior to our entry into any transaction involving related parties, all transactions in which we are a participant and in which any parties related to us has or will have a direct or indirect material interest.

In reviewing and approving these transactions, our audit committee will obtain, or will direct our management to obtain on its behalf, all information that the committee believes to be relevant and important to a review of the transaction prior to its approval. Following receipt of the necessary information, a discussion will be held of the relevant factors, if deemed to be necessary by the committee, prior to approval. If a discussion is not deemed to be necessary, approval may be given by written consent of the committee. No related party transaction will be entered into prior to the completion of these procedures.

Our audit committee will approve only those related party transactions that are determined to be in, or not inconsistent with, our best interests and those of our stockholders, taking into account all available facts and circumstances as the committee or the chairman determines in good faith to be necessary. No member of our audit committee will participate in any review, consideration or approval of any related party transaction with respect to which the member or any of his or her immediate family members is the related party.

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Principal and selling stockholders

The following table sets forth information regarding beneficial ownership of our common stock as of April 14, 2010 by:

•

each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;

•

each of our named executive officers;

•

each of our directors;

•

all executive officers and directors as a group; and

•

each of our selling stockholders.

The percentage ownership information shown in the table below is based upon shares of common stock outstanding as of April 14, 2010, assuming the conversion of all outstanding preferred stock (other than our Series X preferred stock) on a 1-for-1 basis into common stock and, in the case of our Series X preferred stock, into an aggregate of shares of common stock on a -for- basis, which conversion ratio is based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus. The percentage ownership information indicated in the following table reflects the sale by us of shares of common stock in this offering.

Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of shares to persons who possess sole or shared voting or investment power with respect to such shares. The information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, the number of shares of common stock deemed outstanding includes shares issuable upon exercise of options and warrants held by the respective person or group which may be exercised or converted within 60 days after April 14, 2010. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person or entity, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person or entity.

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Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over the shares listed, except for those jointly owned with that person’s spouse. Unless otherwise indicated below, the address of each person listed on the table is c/o NeoPhotonics Corporation, 2911 Zanker Road, San Jose, California 95134, USA.

Beneficial
ownership prior to the offering

Beneficial ownership
after the offering

Name and address

of beneficial
owner

Shares of

common
stock⁽¹⁾

Shares of

common
stock
issuable

upon
conversion

of Series X

preferred
stock⁽²⁾

Total

shares

common

stock⁽³⁾

Percent

Shares
of
common
stock
being
offered

Shares

common

stock

Percent
(assuming no
exercise of
over-
allotment
option)

Percent

(assuming

full exercise
of over-
allotment

option)

5% Stockholders:

Funds affiliated with Oak Investment Partners⁽⁴⁾
525 University Avenue Palo Alto,
CA 94301

44,492,148

Funds affiliated with Draper Fisher Jurvetson⁽⁵⁾2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025

30,487,863

Funds affiliated with Concord Investments Co., Ltd.⁽⁶⁾Suite 2001, 20/F, Cheung Kong Center, 2 Queen’s
Road Central,
Hong Kong

16,094,641

(footnotes on following page)

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	Beneficial ownership prior to the offering					Beneficial ownership after the offering
Name and address of beneficial owner	Shares of common stock⁽¹⁾	Shares of common stock issuable upon conversion of Series X preferred stock⁽²⁾	Total shares of common stock⁽³⁾	Percent	Shares of common stock being offered	Shares of common stock	Percent (assuming no exercise of over- allotment option)	Percent (assuming full exercise of over- allotment option)

International Finance Corporation 2121 Pennsylvania Avenue, N.W. Washington D.C. 20433	10,000,000
Funds affiliated with ATA Ventures⁽⁷⁾ 203 Redwood Shores Parkway, Suite 550 Redwood City, CA 94065	13,405,479

Named executive officers and directors:
Timothy S. Jenks⁽⁸⁾	10,016,564
James D. Fay⁽⁹⁾	2,323,000	—	2,323,000
Benjamin L. Sitler⁽¹⁰⁾	2,208,731	—	2,208,731
Dr. Raymond Cheung⁽¹¹⁾	1,323,958	—	1,323,958
Dr. Wupen Yuen⁽¹²⁾	1,916,011	—	1,916,011
Bandel L. Carano⁽¹³⁾	44,492,148
Stephen T. Jurvetson⁽¹⁴⁾	30,487,863
Allan Kwan⁽¹⁵⁾	—	—	—
Björn Olsson⁽¹⁶⁾	46,875	—	46,875
Robert Peng⁽¹⁷⁾	16,094,641
Michael J. Sophie⁽¹⁸⁾	225,000	—	225,000
T. Peter Thomas⁽¹⁹⁾	17,249,774
Lee Sen Ting⁽²⁰⁾	124,999	—	124,999
All executive officers and directors as a group (13 people)⁽²¹⁾	126,509,564

Selling stockholders:

Represents less than 1%

(1)

Includes all outstanding shares of common stock and conversion of all outstanding shares of our preferred stock other than our Series X preferred stock.

(2)

Upon the completion of this offering, shares of Series X preferred stock will convert to shares of common stock based on a predetermined formula whereby the number of shares of common stock issued to holders of Series X preferred stock shall be the quotient obtained by (i) dividing the total number of shares of Series X preferred stock multiplied by $100.00 by (ii) 50% of the price per share at which shares of common stock are sold to the public. The actual initial public offering price per share in this offering will impact the relative ownership of our common stock upon completion of this offering among our existing stockholders.

(3)

Assumes shares of Series X preferred stock convert to shares of common stock on a -for- basis. For purposes of this table, we have assumed an initial public offering price of $ per share, but the relative number of shares of common stock owned and the percentage ownership among our existing stockholders will change if our initial public offering price is other than the assumed $ per share.

(4)

Includes 40,571,983 shares of common stock held by Oak Investment Partners IX, LP, 973,835 shares of common stock held by Oak IX Affiliates Fund A, LP, 432,431 shares of common stock held by Oak IX Affiliates Fund, LP and 2,513,899 shares of common stock held by Oak Investment Partners XI, LP. Also includes shares of common stock issuable upon conversion of Series X preferred stock held by Oak Investment Partners X, LP, shares of common stock issuable upon conversion of Series X preferred stock held by Oak X Affiliates Fund, LP. The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners IX, L.P. are Bandel L. Carano (a member of our board of directors as designee of Oak Investment Partners), Edward F. Glassmeyer, Gerald R. Gallagher, Fredric W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates IX, LLC, the General Partner of Oak Investment Partners IX, L.P. The names of the parties who share power to vote and dispose of the shares held by Oak IX Affiliates Fund, L.P. and Oak IX Affiliates Fund-A, L.P. are Bandel L. Carano, Fredric W. Harman, Edward F. Glassmeyer, Gerald R. Gallagher and Ann H. Lamont, each of whom is a Managing Member of Oak IX Affiliates, LLC, the General Partner of both Oak IX Affiliates Fund, L.P. and Oak IX Affiliates Fund-A, L.P. The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners X, L.P. are Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates X, LLC, the General Partner of Oak Investment Partners X, L.P. The names of the parties who share power to vote and dispose of the shares held by Oak X Affiliates Fund, L.P. are Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak X Affiliates,

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LLC, the General Partner of Oak X Affiliates Fund, L.P. The names of the parties who share power to vote and dispose of the shares held by Oak Investment Partners XI, L.P. are Bandel L. Carano, Edward F. Glassmeyer, Gerald R. Gallagher, Fredric W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates XI, LLC, the General Partner of Oak Investment Partners XI, L.P. These individuals disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein.

(5)

Includes 27,486,291 shares of common stock held by Draper Fisher Jurvetson Fund VII, L.P., 1,420,013 shares of common stock held by Draper Fisher Associates III Annex Fund, L.P., 742,101 shares of common stock held by Draper Associates, L.P., 400,841 shares of common stock held by Draper Fisher Jurvetson Partners VII, LLC, 92,248 shares of common stock held by Draper Fisher Partners, LLC and 3,268 shares of common stock held by Draper GC Partners, LLC. Also includes shares of common stock issuable upon conversion of Series X preferred stock held by Draper Fisher Jurvetson Fund VII, L.P., shares of common stock issuable upon conversion of Series X preferred stock held by Draper Fisher Associates III Annex Fund, L.P., shares of common stock issuable upon conversion of Series X preferred stock held by Draper Associates, L.P., shares of common stock issuable upon conversion of Series X preferred stock held by Draper Fisher Jurvetson Partners VII, LLC, shares of common stock issuable upon conversion of Series X preferred stock held by Draper Fisher Partners, LLC and shares of common stock upon conversion of Series X preferred stock held by Draper GC Partners, LLC. Timothy C. Draper, John H.N. Fisher and Steven T. Jurvetson (a member of our board of directors as designee of Draper Fisher Jurvetson) are Managing Directors of the general partner entities of Draper Fisher Jurvetson Fund VII, L.P. and also Managing Members of Draper Fisher Jurvetson Partners VII, LLC, that directly hold shares and as such, they may be deemed to have voting and investment power with respect to such shares. Timothy C. Draper, John H.N. Fisher and Steven T. Jurvetson are Managing Directors of the general partner entities of Draper Fisher Associates III Annex Fund, L.P., that directly holds shares and as such, they may be deemed to have voting and investment power with respect to such shares. The investing and voting power of the shares held by Draper Associates, L.P. is controlled by its General Partner, Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. Timothy C. Draper and John H.N. Fisher are Managing Members of Draper Fisher Partners, LLC, that directly holds shares and as such, they may be deemed to have voting and investment power with respect to such shares. Timothy C. Draper is the Managing Member of Draper GC Partners LLC, that directly holds shares and as such, they may be deemed to have voting and investment power with respect to such shares. These individuals disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein. In addition, 343,101 shares of common stock and shares of common stock issuable upon conversion of Series X preferred stock are held by individuals and trusts affiliated with Draper Fisher Jurvetson.

(6)

Includes 10,994,466 shares of common stock held by Nison Limited, 2,506,972 shares of common stock held by Wellway International Limited and 2,593,203 shares of common stock held by Creative China Investment Limited. Also includes shares of common stock issuable upon conversion of Series X preferred stock held by Nison Limited. Concord Investments Co. Ltd. owns 100% of the shares of Nison Limited and Wellway International Limited and 55% of the shares of Creative China Investment Limited. Robert Peng (a member of our board of directors as designee of Concord Investments Co., Ltd. and its affiliates) is a director of each of Nison Limited, Wellway International Limited and Creative China Investment Limited and may be deemed to have voting and investment power with respect to these shares. Mr. Peng disclaims ownership of these shares except to the extent of his proportionate pecuniary interest therein.

(7)

Includes 12,799,018 shares of common stock held by ATA Ventures I, L.P., 484,607 shares of common stock held by ATA Affiliates Fund I, L.P. and 121,854 shares of common stock held by ATA Investment Fund I, L.P. Also includes shares of common stock issuable upon conversion of Series X preferred stock held by ATA Ventures I, L.P., shares of common stock issuable upon conversion of Series X preferred stock held by ATA Affiliates Fund I, L.P. and shares of common stock issuable upon conversion of Series X preferred stock held by ATA Investment Fund I, L.P. Michio Fujimura, Hatch Graham and T. Peter Thomas (a member of our board of directors as designee of ATA Ventures) are Managing Directors of the general partner entities of ATA Management 1 LLC, the General Partner of each of ATA Ventures 1, L.P., ATA Affiliates Fund 1, L.P. and ATA Investment Fund 1, L.P., and as such, they may be deemed to have voting and investment power with respect to such shares. These individuals disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein.

(8)

Includes 547,109 shares of common stock, shares of common stock issuable upon conversion of Series X preferred stock and 9,443,492 shares of common stock subject to options that are exercisable within 60 days of April 14, 2010. Also includes 25,963 shares of common stock and shares of common stock issuable upon conversion of Series X preferred stock held by the Timothy S. Jenks and Atsuko K. Jenks Declaration of Trust dated January 7, 1996.

(9)

Includes 1,350,000 shares of common stock subject to options that are exercisable within 60 days of April 14, 2010 and 973,000 shares of common stock, of which 270,834 are unvested as of April 14, 2010 and subject to a lapsing right of repurchase in our favor.

(10)

Includes 1,612,676 shares of common stock issuable upon the exercise of options exercisable within 60 days of April 14, 2010 and 596,055 shares of common stock.

(11)

Consists solely of shares of common stock issuable upon the exercise of options exercisable within 60 days of April 14, 2010.

(12)

Consists solely of shares of common stock issuable upon the exercise of options exercisable within 60 days of April 14, 2010.

(13)

Includes the shares of common stock and preferred stock detailed in Note (4) above held by entities affiliated with Oak Investment Partners.

(14)

Includes the shares of common stock, preferred stock, and common stock issuable upon the exercise of warrants outstanding detailed in Note (5) above held by entities affiliated with Draper Fisher Jurvetson Funds.

(15)

Although Mr. Kwan is a venture partner of Oak Investment Partners, he has no voting or dispositive power over any of our shares held by Oak Investment Partners.

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(16)

Consists solely of shares of common stock issuable upon the exercise of options exercisable within 60 days of April 14, 2010.

(17)

Includes the shares of common stock and preferred stock detailed in Note (6) above held by entities affiliated with Concord Investments Co. Ltd.

(18)

Consists solely of shares of common stock issuable upon the exercise of options exercisable within 60 days of April 14, 2010.

(19)

Includes the shares of common stock and preferred stock outstanding detailed in Note (7) above held by entities affiliated with ATA Ventures. Includes 3,767,075 shares of common stock held by Institutional Venture Partners VII, L.P., 76,832 shares of common stock held by Institutional Venture Management VII, L.P. and 388 shares of common stock held by IVP Founders Fund I, L.P. Also includes shares of common stock issuable upon conversion of Series X preferred stock held by Institutional Venture Partners VII, L.P. and shares of common stock issuable upon conversion of Series X preferred stock held by Institutional Venture Management VII, L.P. Institutional Venture Management is the General Partner of Institutional Venture Partners VII, L.P and the General Partners of Institutional Venture Management VII, L.P. are Reid W. Dennis, Mary Jane Elmore, Samuel D. Colella, T. Peter Thomas, Norman A. Fogelsong, L. James Strand, Geoffrey Y. Yang, Ruthann Quindlen and William P. Tai. The General Partner of IVP Founders Fund I, L.P. Institutional Venture Management VI, L.P. and the General Partners of Institutional Venture Management VI, L.P. are Reid W. Dennis, Mary Jane Elmore, Samuel D. Colella, T. Peter Thomas, Norman A. Fogelsong, L. James Strand, Geoffrey Y. Yang and Ruthann Quindlen. These individuals disclaim beneficial ownership of the shares except to the extent of their proportionate pecuniary interests therein.

(20)

Consists solely of shares of common stock issuable upon the exercise of options exercisable within 60 days of April 14, 2010.

(21)

Includes 16,043,011 shares of our common stock issuable upon exercise of options and warrants exercisable within 60 days after April 14, 2010.

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Description of capital stock

Upon consummation of this offering, our authorized capital stock will consist of shares of common stock, $0.0001 par value per share, and shares of preferred stock, $0.0001 par value per share. A description of the material terms and provisions of our amended and restated certificate of incorporation and amended and restated bylaws affecting the rights of holders of our capital stock is set forth below. The description is intended as a summary, and is qualified in its entirety by reference to the form of our amended and restated certificate of incorporation and the form of our amended and restated bylaws to be adopted prior to the completion of this offering and filed with the registration statement of which this prospectus is a part.

As of March 31, 2010, and after giving effect to the automatic conversion of all outstanding shares of our preferred stock (other than our Series X preferred stock) into an aggregate of 165,990,598 shares of common stock on a 1-for-1 basis and, in the case of our Series X preferred stock, into an aggregate of shares of common stock on a -for- basis, which conversion ratio is based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus upon completion of this offering, there were outstanding:

•

shares of common stock held by 366 stockholders;

•

44,918,293 shares of common stock issuable upon exercise of outstanding stock options; and

•

169,533 shares of common stock issuable upon exercise of outstanding warrants.

Common stock

Dividend rights. Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine.

Voting rights. Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Our certificate of incorporation does not provide for the right of stockholders to cumulate votes for the election of directors. Our certificate of incorporation effective upon completion of this offering establishes a classified board of directors, to be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

No preemptive or similar rights. Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of any series of our preferred stock that we may designate and issue in the future.

Right to receive liquidation distributions. Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

162

Fully paid and nonassessable. All of our outstanding shares of common stock are, and the shares of common stock to be issued in this offering will be, fully paid and nonassessable.

Preferred stock

Upon the completion of this offering, each outstanding share of preferred stock will be converted into common stock.

Following this offering, we will be authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions. Our board of directors can also increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, discouraging or preventing a change in control of our company and may adversely affect the market price of our common stock and the voting and other rights of the holders of common stock. We have no current plan to issue any shares of preferred stock.

Warrants

As of March 31, 2010, we had warrants outstanding to purchase an aggregate of 169,533 shares of our common stock at exercise prices ranging from $0.15 to $1.16 per share with expiration dates ranging from December 5, 2010 to December 20, 2014, and in some cases expiring upon a change in control, the closing of our initial public offering or after a certain period of time after the closing of our initial public offering, all of which are exercisable immediately prior to the completion of this offering. The exercise price of some warrants may be paid either in cash or by surrendering the right to receive shares of common stock having a value equal to the exercise price.

Registration rights

Following the closing of this offering, the holders of an aggregate of shares of our common stock will be entitled to the registration rights set forth below with respect to registration of the resale of such shares under the Securities Act pursuant to an investors’ rights agreement by and among us and certain of our stockholders. These registration rights have been waived with respect to this offering. As applicable, we refer to these shares collectively as registrable securities.

Demand registration rights. At any time after the earlier of (i) May 31, 2010 or (ii) six months following completion of this offering, the holders of at least 20% of the shares having registration rights have the right to demand that we file up to two registration statements. We may postpone the filing of a registration statement for up to 180 days if we determine that the filing would be seriously detrimental to us and our stockholders, and the underwriters of an underwritten offering will have the right to limit, due to marketing reasons, the number of shares registered by these holders on a pro rata basis subject to certain restrictions.

Piggyback registration rights. If we register any of our securities for public sale, the stockholders with registration rights will have the right to include their shares in the registration

163

statement. However, this right does not apply to a registration relating to any of our employee benefit plans or a corporate reorganization. The underwriters of any underwritten offering will have the right to limit the number of shares having registration rights to be included in the registration statement, but not below 20% of the total number of shares included in the registration statement.

Form S-3 registration rights. Following completion of this offering, upon the written request of holders of at least 20% of the shares having registration rights may request in writing that we effect a registration on Form S-3 if the proposed aggregate offering price of the shares to be registered by the holders requesting registration, net of underwriting discounts and commissions, is at least $2,000,000. We may postpone the filing of a registration statement on Form S-3 for up to 120 days if we determine that the filing would be seriously detrimental to us and our stockholders. The underwriters of any underwritten offering will have the right to limit, due to marketing reasons, the number of shares registered by these holders on a pro rata basis subject to certain restrictions.

Registration expenses. We will pay all expenses incurred in connection with up to two demand registrations and all piggyback registrations and Form S-3 registrations, all as described above and, in each case, except for fees and expenses of legal counsel for the holders of registrable securities, underwriting discounts, selling commissions and transfer taxes. However, subject to limited exceptions, we will not pay for any expenses of any demand registration if the request is subsequently withdrawn by the holders or if the net proceeds requirement of a demand registration is not met.

Expiration of registration rights. The registration rights described above will expire five years after this offering is completed. The registration rights will terminate earlier with respect to a particular stockholder to the extent the shares held by and issuable to such holder may be sold under Rule 144 of the Securities Act in any 90 day period.

Holders of substantially all of our shares with these registration rights have signed agreements with the underwriters or us prohibiting the exercise of their registration rights for 180 days, subject to possible extension of up to 34 additional days beyond the end of such 180-day period, following the date of this prospectus. These agreements are described below under the section entitled “Underwriting.”

Anti-takeover effects of Delaware law

Some of the provisions of Delaware law may have the effect of delaying, deferring, discouraging or preventing another person from acquiring control of our company.

We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. This section prevents some Delaware corporations from engaging, under some circumstances, in a business combination, which includes a merger or sale of at least 10% of the corporation’s assets with any interested stockholder, meaning a stockholder who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of the corporation’s outstanding voting stock, unless:

•

the transaction is approved by the board of directors prior to the time that the interested stockholder became an interested stockholder;

164

•

upon consummation of the transaction which resulted in the stockholder’s becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

•

at or subsequent to such time that the stockholder became an interested stockholder the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate or incorporation or bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We do not plan to “opt out” of these provisions. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.

Listing

We intend to apply for the listing of our common stock on the New York Stock Exchange under the trading symbol “NPTN.”

Transfer agent and registrar

Upon the completion of this offering, the transfer agent and registrar for our common stock will be American Stock Transfer & Trust Company, LLC.

165

Shares eligible for future sale

Prior to this offering, there has not been any public market for our common stock, and we make no prediction as to the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Nevertheless, sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of equity securities.

Based on the number of shares of common stock outstanding as of March 31, 2010, upon completion of this offering we will have an aggregate of shares of common stock outstanding, assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding options. Of the outstanding shares, all of the shares sold in this offering, plus any additional shares sold upon exercise of the underwriters’ over-allotment option, will be freely tradable, except that any shares purchased by “affiliates” (as that term is defined in Rule 144 under the Securities Act), may only be sold in compliance with the limitations described below. The remaining shares of common stock will be deemed “restricted securities” as defined in Rule 144. Restricted securities may be sold in the public market only if the sale is registered or if the sale qualifies for an exemption from registration under Rule 144 or Rule 701, promulgated under the Securities Act, which rules are summarized below.

As a result of the contractual lock-up restrictions described below and the provisions of Rules 144 and 701, the restricted shares will be available for sale in the public market as follows:

•

no shares will be eligible for sale immediately upon completion of this offering;

•

shares will be eligible for sale upon the expiration of lock-up agreements, subject in some cases to volume and other restrictions of Rule 144 and Rule 701 under the Securities Act; and

•

shares will be eligible for sale in the public market from time to time thereafter upon the lapse of our right of repurchase with respect to any unvested shares.

Lock-up agreements and obligations

We, the selling stockholders, all of our directors and executive officers and substantially all of our stockholders have entered into lock-up agreements that generally provide that we and they will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exchangeable for shares of common stock, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any shares of

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common stock or such other securities, without the prior written consent of J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. for a period of 180-days from the date of this prospectus, subject to certain exceptions described under the heading “Underwriting.”

The 180-day restricted period described above is subject to extension such that, in the event that either (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to us occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described above will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material new or material event.

In addition, each grant agreement under our 2004 stock option plan contains restrictions similar to those set forth in the lock-up agreements described above limiting the disposition of securities issuable pursuant to those plans for a period of at least 180 days following the date of this prospectus.

Rule 144

In general, under Rule 144 of the Securities Act as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell, upon expiration of the lock-up agreements described above, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

•

1% of the number of shares of common stock then outstanding, which will equal approximately shares immediately after this offering, based on shares of common stock outstanding on March 31, 2010 and the other assumptions set forth above; or

•

the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144,

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but without being required to comply with the public information, holding period, volume limitation or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701. However, substantially all Rule 701 shares are subject to lock-up agreements as described above and under the section “Underwriting” and will become eligible for sale at the expiration of those agreements.

As of December 31, 2009, 3,602,902 shares of our outstanding common stock had been issued in reliance on Rule 701 as a result of exercises of stock options and stock awards. These shares will be eligible for resale in reliance on this rule upon the expiration of the lock-up agreements described above.

Stock plans

We intend to file registration statements on Form S-8 under the Securities Act covering all of the shares of our common stock subject to options outstanding or reserved for issuance under our stock plans, including our 2010 employee stock purchase plan. We expect to file this registration statement as soon as practicable after this offering. Accordingly, shares registered under the registration statement on Form S-8 will be available for sale in the open market following its effective date, subject to the lock-up agreements described above and the Rule 144 limitations applicable to affiliates.

Registration rights

Upon completion of this offering, the holders of an aggregate of shares of our common stock, based on shares of common stock outstanding on March 31, 2010 and the other assumptions set forth above, or their transferees, will be entitled to rights with respect to the registration of their shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration. For a further description of these rights, see the section entitled “Description of capital stock—Registration rights.”

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Material U.S. federal income and estate tax

consequences to non-U.S. holders

The following summary describes the material U.S. federal income and estate tax consequences of the acquisition, ownership and disposition of common stock acquired in this offering by certain Non-U.S. Holders (as defined below). This discussion does not address all aspects of U.S. federal income and estate taxes and does not deal with foreign, state and local consequences that may be relevant to Non-U.S. Holders in light of their particular circumstances, nor U.S. federal tax consequences other than income and estate taxes. Special rules different from those described below may apply to certain Non-U.S. Holders that are subject to special treatment under the Code, such as financial institutions, insurance companies, tax-exempt organizations, broker-dealers and traders in securities, U.S. expatriates, regulated investment companies, real estate investment trusts, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax, persons that hold our common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or integrated investment or other risk reduction strategy, partnerships and other pass-through entities, and investors in such pass-through entities. Such Non-U.S. Holders are urged to consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them. Furthermore, the discussion below is based upon the provisions of the Code, and Treasury regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified, perhaps retroactively, so as to result in U.S. federal income and estate tax consequences different from those discussed below. We have not requested any ruling from the U.S. Internal Revenue Service, or IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions. This discussion assumes that the Non-U.S. Holder holds our common stock as a capital asset. The following discussion is for general information only and is not tax advice. Persons considering the purchase of common stock pursuant to this offering should consult their own tax advisors concerning the U.S. federal income and estate tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction, including any state, local or foreign tax consequences.

For the purposes of this discussion, a “Non-U.S. Holder” is, for U.S. federal income tax purposes, a beneficial owner of common stock that is not a U.S. Holder. A “U.S. Holder” means a beneficial owner of common stock that is for U.S. federal income tax purposes (i) an individual who is a citizen or resident of the United States, (ii) a corporation or other entity treated as a corporation created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if it (x) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (y) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

Distributions

Subject to the discussion below, distributions, if any, made on our common stock to a Non-U.S. Holder of our common stock to the extent made out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles) generally will constitute

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dividends for U.S. tax purposes and will be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. To obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder generally will be required to provide us with a properly-executed IRS Form W-8BEN, or other appropriate form, certifying the Non-U.S. Holder’s entitlement to benefits under that treaty. In the case of a Non-U.S. Holder that is an entity, Treasury Regulations and the relevant tax treaty provide rules to determine whether, for purposes of determining the applicability of a tax treaty, dividends will be treated as paid to the entity or to those holding an interest in that entity. If a Non-U.S. Holder holds stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to such agent. The holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. If you are eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty, you may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

We generally are not required to withhold tax on dividends paid to a Non-U.S. Holder that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment that you maintain in the United States) if a properly-executed IRS Form W-8ECI, stating that the dividends are so connected, is filed with us (or, if stock is held through a financial institution or other agent, with such agent). In general, such effectively connected dividends will be subject to U.S. federal income tax, on a net income basis at the regular graduated rates, unless a specific treaty exemption applies. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax,” which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on the corporate Non-U.S. Holder’s effectively connected earnings and profits, subject to certain adjustments.

To the extent distributions on our common stock, if any, exceed our current and accumulated earnings and profits, they will constitute a non-taxable return of capital and will first reduce your basis in our common stock, but not below zero, and then will be treated as gain and taxed in the same manner as gain realized from a sale or other disposition of common stock as described in the next section.

Gain on disposition of common stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to gain realized on a sale or other disposition of our common stock unless (i) the gain is effectively connected with a trade or business of such holder in the United States (and if required by an applicable income tax treaty, are attributable to a permanent establishment that such holder maintains in the United States), (ii) in the case of a Non-U.S. Holder who is a nonresident alien individual and is present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met, or (iii) we are or have been a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) at any time within the shorter of the five-year period preceding such disposition or such holder’s holding period. In general, we would be a United States real property holding corporation if interests in U.S. real estate comprised at least half of our business assets. We believe that we are not, and do not anticipate becoming, a United States real property holding corporation. Even if we are treated as a United States real property holding corporation, gain realized by a Non-U.S. Holder

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on a disposition of our common stock will not be subject to U.S. federal income tax so long as (1) the Non-U.S. Holder owned directly, indirectly and constructively, no more than five percent of our common stock at all times within the shorter of (a) the five year period preceding the disposition or (b) the holder’s holding period and (2) our common stock is regularly traded on an established securities market. There can be no assurance that our common stock will continue to qualify as regularly traded on an established securities market.

If you are a Non-U.S. Holder described in (i) above, you will be required to pay tax on the net gain derived from the sale at regular graduated U.S. federal income tax rates, unless a specific treaty exemption applies, and corporate Non-U.S. Holders described in (i) above may be subject to the additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. If you are an individual Non-U.S. Holder described in (ii) above, you will be required to pay a flat 30% tax on the gain derived from the sale, which gain may be offset by U.S. source capital losses (even though you are not considered a resident of the United States).

Information reporting requirements and backup withholding

Generally, we must report information to the IRS with respect to any dividends we pay on our stock including the amount of any such dividends, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder to whom any such dividends are paid. Pursuant to tax treaties or certain other agreements, the IRS may make its reports available to tax authorities in the recipient’s country of residence.

Dividends paid by us (or our paying agents) to a Non-U.S. Holder may also be subject to U.S. backup withholding. U.S. backup withholding generally will not apply to a Non-U.S. Holder who provides a properly-executed IRS Form W-8BEN or otherwise establishes an exemption. The current backup withholding rate is 28%, but is scheduled to increase to 31% after 2010.

Under current U.S. federal income tax law, U.S. information reporting and backup withholding generally will apply to the proceeds of a disposition of our common stock effected by or through a U.S. office of any broker, U.S. or foreign, except that backup withholding may be avoided if the holder provides a properly-executed IRS Form W-8BEN or otherwise meets documentary evidence requirements for establishing Non-U.S. Holder status or otherwise establishes an exemption. Generally, U.S. backup withholding will not apply to a payment of disposition proceeds to a Non-U.S. Holder where the transaction is effected outside the U.S. through a non-U.S. office of a non-U.S. broker. Backup withholding may, however, apply to a payment of disposition proceeds if the broker has actual knowledge, or reason to know, that the holder is, in fact, a U.S. person. For information reporting purposes, certain brokers with substantial U.S. ownership or operations will generally be treated in a manner similar to U.S. brokers.

Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may generally be obtained, provided that the required information is timely furnished to the IRS.

Recently enacted legislation affecting taxation of our common stock held by or through foreign entities

Recently enacted legislation generally will impose a U.S. federal withholding tax of 30% on dividends and the gross proceeds of a disposition of our common stock paid after December 31,

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2012 to a foreign financial institution unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners). The legislation also will generally impose a U.S. federal withholding tax of 30% on dividends and the gross proceeds of a disposition of our common stock paid after December 31, 2012 to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding direct and indirect U.S. owners of the entity. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. Holders are encouraged to consult with their own tax advisors regarding the possible implications of the legislation on their investment in our common stock.

Federal estate tax

An individual who is treated as the owner of, or has made certain lifetime transfers of, an interest in our common stock will be required to include the value thereof in his or her gross estate for U.S. federal estate tax purposes, and may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise, even though such individual was not a citizen or resident of the United States at the time of his or her death.

THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAW.

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Underwriting

We and the selling stockholders are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. are acting as joint book-running managers of the offering and as representatives of the underwriters. We and the selling stockholders have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we and the selling stockholders have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:


Name		Number of shares

J.P. Morgan Securities Inc.
Deutsche Bank Securities Inc.
Piper Jaffray & Co.
Thomas Weisel Partners LLC
Morgan Keegan & Company, Inc.
ThinkEquity LLC

Total

The underwriters are committed to purchase all the common shares offered by us and the selling stockholders if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the common shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $ per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $ per share from the initial public offering price. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters. The representatives have advised us that the underwriters do not intend to confirm discretionary sales in excess of 5% of the shares of common stock offered in this offering.

The underwriters have an option to buy up to additional shares of common stock from us to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this over-allotment option. If any shares are purchased with this over-allotment option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

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The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us and the selling stockholders per share of common stock. The underwriting fee is $ per share. The following table shows the per share and total underwriting discounts and commissions that we and the selling stockholders are to pay to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

Per share

Total

Without
exercise of
option to
purchase
additional
shares

With
exercise of
option to
purchase
additional
shares

Without
exercise of
option to
purchase
additional
shares

With
exercise of
option to
purchase
additional
shares

Underwriting discounts and commissions paid by us

Expenses payable by us

Underwriting discounts and commissions paid by the selling stockholders

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $ .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We and the selling stockholders have agreed that we will not (i) offer, pledge, announce the intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock, or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. for a period of 180 days after the date of this prospectus. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (2) before the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Our directors and executive officers and substantially all of our stockholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant

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to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. (i) offer, pledge, announce the intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (iii) make any demand for or exercise any right to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (2) before the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

We intend to apply for the listing of our common stock on the New York Stock Exchange under the symbol “NPTN.”

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ over-allotment option referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the over-allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the

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common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock, and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the selling stockholders and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

•

the information set forth in this prospectus and otherwise available to the representatives;

•

our prospects and the history and prospects for the industry in which we compete;

•

an assessment of our management;

•

our prospects for future earnings;

•

the general condition of the securities markets at the time of this offering;

•

the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

•

other factors deemed relevant by the underwriters, the selling stockholders and us.

We, the selling stockholders and the underwriters cannot assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

Other than in the United States, no action has been taken by us, the selling stockholders or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities by distributed or published in any jurisdiction, except under circumstances that would result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant

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persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), from and including the date on which the European Union Prospectus Directive (the “EU Prospectus Directive”) is implemented in that Relevant Member State (the “Relevant Implementation Date”) an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

•

to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

•

to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

•

to fewer than 100 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive) subject to obtaining the prior consent of the book-running managers for any such offer; or

•

in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State and the expression EU Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Certain of the underwriters and their affiliates may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they may receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may affect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

177

Legal matters

The validity of the shares of common stock offered hereby will be passed upon for us by Cooley Godward Kronish LLP, Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, Palo Alto, California.

As of the date of this prospectus, a partner of Cooley Godward Kronish LLP beneficially owns an aggregate of 3,326 shares of our common stock, 15,628 shares of our common stock to be issued upon conversion of our Series 1, Series 2 and Series 3 preferred stock and 50 shares of our Series X preferred stock. VLG Investments 1996, VLG Investments 1997, VLG Investments LLC, VLG Investments 2006 LLC, VLG Investments 2008 LLC and HEWM/VLG Investments LLC, each of which are entities including certain partners of Cooley Godward Kronish LLP, beneficially own an aggregate of 16,712 shares of our common stock, 84,584 shares of our common stock to be issued upon conversion of our Series 1, Series 2 and Series 3 preferred stock and 700 shares of our Series X preferred stock.

Experts

The consolidated financial statements as of December 31, 2008 and 2009 and for each of the three years in the period ended December 31, 2009 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Where you can find more information

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock we and the selling stockholders are offering. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and our common stock. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement.

For further information about us and our common stock, you may inspect a copy of the registration statement and the exhibits and schedules to the registration statement without charge at the offices of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of the registration statement from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549 upon the payment of the prescribed fees. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants like us that file electronically with the SEC. You can also inspect our registration statement on this website.

Upon completion of this offering, we will become subject to the reporting and information requirements of the Exchange Act, and we will file reports, proxy statements and other information with the SEC.

178

Index to Consolidated Financial Statements


		Page(s)
Report of Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets as of December 31, 2008 and 2009		F-3

Consolidated Statements of Operations for the years ended December 31, 2007, 2008 and 2009		F-4

Consolidated Statements of Redeemable Convertible Preferred Stock, Deficit and Comprehensive Loss for the years ended December 31, 2007, 2008 and 2009		F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2008 and 2009		F-8

Notes to Consolidated Financial Statements		F-9

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

NeoPhotonics Corporation

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, consolidated statements of redeemable convertible preferred stock, deficit and comprehensive loss and consolidated statements of cash flows present fairly, in all material respects, the financial position of NeoPhotonics Corporation and its subsidiaries (the “Company”) at December 31, 2008 and December 31, 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 of Notes to Consolidated Financial Statements, the Company changed the manner in which it accounts for noncontrolling interests effective January 1, 2009.

/s/ PricewaterhouseCoopers LLP

San Jose, California

April 15, 2010

F-2

NeoPhotonics Corporation

Consolidated Balance Sheets


	December 31,						Pro forma equity at December 31, 2009
(in thousands, except share and per share data)	2008			2009			Pro forma equity at December 31, 2009

							(unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	28,741		$	43,420
Restricted cash		1,516			3,286
Accounts receivable, net of allowance for doubtful accounts of $2,188 and $2,311 at December 31, 2008 and 2009, respectively		47,891			52,561
Inventories		18,544			14,155
Prepaid expenses and other current assets		2,228			2,867

Total current assets		98,920			116,289
Property, plant and equipment, net		39,637			35,301
Goodwill		4,323			4,323
Other intangible assets, net		10,694			5,475
Other long-term assets		1,202			860

Total assets	$	154,776		$	162,248


LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	21,561		$	22,210
Short-term loans and notes payable		18,895			28,341
Current portion of long-term debt		16,470			6,035
Accrued and other current liabilities		11,411			15,536

Total current liabilities		68,337			72,122
Long-term debt, net of current portion		1,000			2,112
Deferred income tax liabilities		749			768
Other noncurrent liabilities		1,283			1,378

Total liabilities		71,369			76,380

Commitments and contingencies (Note 8)
Redeemable convertible preferred stock:
Series X redeemable convertible preferred stock, $0.0001 par value
Authorized 500,000 shares at December 31, 2008 and 2009; Issued and outstanding 313,503 and 402,409 shares at December 31, 2008 and 2009, respectively; Maximum liquidation preference $62,701 and $80,482 at December 31, 2008 and 2009, respectively; No shares authorized, issued or outstanding pro forma (unaudited)		31,235			40,140
Series 1, 2 and 3 redeemable convertible preferred stock, $0.0001 par value
Authorized 185,000,000 shares at December 31, 2008 and 2009; Issued and outstanding 165,990,598 shares at December 31, 2008 and 2009; Liquidation preference $177,960 at December 31, 2008 and 2009; No shares authorized, issued or outstanding pro forma (unaudited)		165,195			165,310


		196,430			205,450

Equity (deficit):

Common stock, $0.0001 par value
Authorized 350,000,000 shares at December 31, 2008 and 2009; Issued and outstanding 47,890,971 and 48,122,981 shares at December 31, 2008 and 2009, respectively; Issued and outstanding pro forma shares at December 31, 2009 (unaudited)		5			5

Additional paid-in capital		91,276			91,894

Deferred stock-based compensation		(28	)		—
Accumulated other comprehensive income		5,971			6,000

Accumulated deficit		(212,027	)		(218,990	)

Total NeoPhotonics Corporation stockholders’ equity (deficit)		(114,803	)		(121,091	)
Noncontrolling interests		1,780			1,509

Total equity (deficit)		(113,023	)		(119,582	)

Total liabilities, redeemable convertible preferred stock and deficit	$	154,776		$	162,248

See accompanying Notes to Consolidated Financial Statements.

F-3

NeoPhotonics Corporation

Consolidated Statements of Operations


	Years ended December 31,
(in thousands, except share and per share data)	2007			2008			2009

Revenue	$	95,825		$	133,989		$	155,062

Cost of goods sold		83,475			109,439			114,572

Gross profit		12,350			24,550			40,490

Operating expenses:
Research and development		23,076			21,480			17,266
Sales and marketing		10,123			10,435			9,587
General and administrative		13,142			14,581			15,448
Amortization of purchased intangible assets		1,826			1,665			1,136
Asset impairment charges		6,138			4,047			1,233
Restructuring charges		—			1,383			—

Total operating expenses		54,305			53,591			44,670

Loss from operations		(41,955	)		(29,041	)		(4,180	)

Interest income		1,496			448			345
Interest expense		(1,249	)		(1,692	)		(1,046	)
Other income (expense), net		319			432			(64	)

Total interest and other income (expense), net		566			(812	)		(765	)

Loss before income taxes		(41,389	)		(29,853	)		(4,945	)
Benefit from (provision for) income taxes		(86	)		1,812			(1,902	)

Net loss		(41,475	)		(28,041	)		(6,847	)
Net (income) loss attributable to noncontrolling interests		8			(13	)		(116	)

Net loss attributable to NeoPhotonics Corporation		(41,467	)		(28,054	)		(6,963	)
Accretion of redeemable convertible preferred stock		—			(428	)		(153	)

Net loss attributable to NeoPhotonics Corporation common stockholders	$	(41,467	)	$	(28,482	)	$	(7,116	)


Basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders	$	(0.89	)	$	(0.59	)	$	(0.15	)


Weighted average shares used to compute basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders		46,405,390			48,103,540			47,827,916


Pro forma basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders (unaudited)


Weighted average shares used to compute pro forma basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders (unaudited)

See accompanying Notes to Consolidated Financial Statements.

F-4

NeoPhotonics Corporation

Consolidated Statements of Redeemable Convertible Preferred Stock,

Deficit and Comprehensive Loss


	Redeemable convertible preferred stock			Common stock				Additional paid-in capital			Deferred stock-based compensation			Accumulated other comprehensive income		Accumulated deficit			NeoPhotonics Corporation stockholders’ deficit			Noncontrolling interests			Total deficit
(in thousands, except share data)	Shares	Amount		Shares		Amount

Balances at January 1, 2007	165,990,598	$	164,789	45,343,751		$	5	$	89,479		$	(710	)	$	1,314	$	(142,506	)	$	(52,418	)	$	1,662		$	(50,756	)

Comprehensive loss
Net loss attributable to NeoPhotonics Corporation	—		—	—			—		—			—			—		(41,467	)		(41,467	)		—			(41,467	)
Net unrealized gain on investments	—		—	—			—		—			—			5		—			5			—			5
Foreign currency translation adjustment	—		—	—			—		—			—			2,097		—			2,097			11			2,108
Net loss attributable to noncontrolling interests	—		—	—			—		—			—			—		—			—			(8	)		(8	)

Total comprehensive loss																				(39,365	)		3			(39,362	)
Exercise of stock options	—		—	2,750,649			—		234			—			—		—			234			—			234
Repurchases of common stock	—		—	(35,602	)		—		(7	)		—			—		—			(7	)		—			(7	)
Vesting of early exercised stock options	—		—	—			—		270			—			—		—			270			—			270
Amortization of deferred stock-based compensation	—		—	—			—		—			498			—		—			498			—			498
Stock-based compensation expense	—		—	—			—		838			—			—		—			838			—			838
Forfeiture of stock options due to terminations	—		—	—			—		(11	)		11			—		—			—			—			—

Balances at December 31, 2007	165,990,598		164,789	48,058,798			5		90,803			(201	)		3,416		(183,973	)		(89,950	)		1,665			(88,285	)

F-5

NeoPhotonics Corporation

Consolidated Statements of Redeemable Convertible Preferred Stock,

Deficit and Comprehensive Loss—(continued)


	Redeemable convertible preferred stock		Common stock			Additional paid-in capital		Deferred stock-based compensation		Accumulated other comprehensive income	Accumulated deficit		NeoPhotonics Corporation stockholders’ deficit		Noncontrolling interests	Total deficit
(in thousands, except share data)	Shares	Amount	Shares		Amount

Comprehensive loss
Net loss attributable to NeoPhotonics Corporation	—	—	—		—	—		—		—	(28,054	)	(28,054	)	—	(28,054	)
Foreign currency translation adjustment	—	—	—		—	—		—		2,555	—		2,555		102	2,657
Net income attributable to noncontrolling interests	—	—	—		—	—		—		—	—		—		13	13

Total comprehensive loss													(25,499	)	115	(25,384	)
Issuance of Series X preferred stock for cash, net of issuance costs of $137	312,269	31,090	—		—	—		—		—	—		—		—	—
Issuance of Series X preferred stock in exchange for shares of the Company’s common stock	1,234	123	(283,853	)	—	(123	)	—		—	—		(123	)	—	(123	)
Accretion of preferred stock to redemption value	—	428	—		—	(428	)	—		—	—		(428	)	—	(428	)
Exercise of stock options	—	—	393,562		—	69		—		—	—		69		—	69
Repurchases of common stock	—	—	(277,536	)	—	(98	)	—		—	—		(98	)	—	(98	)
Vesting of early exercised stock options	—	—	—		—	98		—		—	—		98		—	98
Amortization of deferred stock-based compensation	—	—	—		—	—		146		—	—		146		—	146
Stock-based compensation expense	—	—	—		—	982		—		—	—		982		—	982
Forfeiture of stock options due to terminations	—	—	—		—	(27	)	27		—	—		—		—	—


Balances at December 31, 2008	166,304,101	196,430	47,890,971		5	91,276		(28	)	5,971	(212,027	)	(114,803	)	1,780	(113,023	)

F-6

NeoPhotonics Corporation

Consolidated Statements of Redeemable Convertible Preferred Stock,

Deficit and Comprehensive Loss—(continued)


	Redeemable convertible preferred stock			Common stock				Additional paid-in capital			Deferred stock-based compensation		Accumulated other comprehensive income		Accumulated deficit			NeoPhotonics Corporation stockholders’ deficit			Noncontrolling interests			Total deficit
(in thousands, except share data)	Shares	Amount		Shares		Amount

Comprehensive loss
Net loss attributable to NeoPhotonics Corporation	—		—	—			—		—			—		—		(6,963	)		(6,963	)		—			(6,963	)
Foreign currency translation adjustment	—		—	—			—		—			—		29		—			29			—			29
Net income attributable to noncontrolling interests	—		—	—			—		—			—		—		—			—			116			116

Total comprehensive loss																			(6,934	)		116			(6,818	)
Issuance of Series X preferred stock for cash, net of issuance costs of $24	88,906		8,867	—			—		—			—		—		—			—			—			—
Accretion of preferred stock to redemption value	—		153	—			—		(153	)		—		—		—			(153	)		—			(153	)
Acquisition of noncontrolling interest	—		—	—			—		(268	)		—		—		—			(268	)		(387	)		(655	)
Exercise of stock options	—		—	236,799			—		40			—		—		—			40			—			40
Exercise of warrants	—		—	250,382			—		40			—		—		—			40			—			40
Repurchases of common stock	—		—	(255,171	)		—		(37	)		—		—		—			(37	)		—			(37	)
Vesting of early exercised stock options	—		—	—			—		43			—		—		—			43			—			43
Amortization of deferred stock-based compensation	—		—	—			—		—			28		—		—			28			—			28
Stock-based compensation expense	—		—	—			—		953			—		—		—			953			—			953

Balances at December 31, 2009	166,393,007	$	205,450	48,122,981		$	5	$	91,894		$	—	$	6,000	$	(218,990	)	$	(121,091	)	$	1,509		$	(119,582	)

See accompanying Notes to Consolidated Financial Statements.

F-7

NeoPhotonics Corporation

Consolidated Statements of Cash Flows


	Years ended December 31,
(In thousands)	2007			2008			2009

Cash flows from operating activities
Net loss	$	(41,475	)	$	(28,041	)	$	(6,847	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		12,518			13,543			13,574
Asset impairment charges		6,138			4,047			1,233
Stock-based compensation expense		1,336			1,128			981
Deferred taxes		26			(1,574	)		(62	)
Loss (gain) on disposal of fixed assets		265			177			(114	)
Allowance for doubtful accounts		332			573			726
Provision for inventories		2,585			15			1,145
Change in assets and liabilities:
Accounts receivable		(3,934	)		(15,340	)		(5,369	)
Inventories		(8,311	)		5,589			3,257
Prepaid expenses and other current assets		(456	)		39			(491	)
Accounts payable		4,733			(38	)		832
Accrued and other liabilities		(3,151	)		4,622			2,897

Net cash provided by (used in) operating activities		(29,394	)		(15,260	)		11,762


Cash flows from investing activities
Purchase of property, plant and equipment		(12,938	)		(11,121	)		(4,595	)
Proceeds from sale of property, plant and equipment		381			122			433
Release of (increase in) restricted cash		(317	)		213			(1,770	)
Acquisition of noncontrolling interest in subsidiary		—			—			(655	)
Purchase of short-term investments		(7,683	)		—			—
Proceeds from sale of short-term investments		—			998			—
Proceeds from maturity of short-term investments		9,577			3,114			—
Proceeds received from sale of Archcom		—			—			550

Net cash used in investing activities		(10,980	)		(6,674	)		(6,037	)


Cash flows from financing activities
Proceeds from issuance of preferred stock, net of issuance costs		—			31,090			8,867
Repurchases of common stock		—			(98	)		(37	)
Proceeds from exercise of stock options		453			69			40
Proceeds from exercise of warrants		—			—			40
Proceeds from bank loans		21,727			24,286			26,455
Repayment of bank loans		(16,253	)		(18,510	)		(31,539	)
Proceeds from issuance of notes payable		6,989			15,128			24,343
Repayment of notes payable		(9,109	)		(15,317	)		(19,159	)

Net cash provided by financing activities		3,807			36,648			9,010

Effect of exchange rates on cash and cash equivalents		(399	)		364			(56	)

Net increase (decrease) in cash and cash equivalents		(36,966	)		15,078			14,679
Cash and cash equivalents at the beginning of the year		50,629			13,663			28,741

Cash and cash equivalents at the end of the year	$	13,663		$	28,741		$	43,420


Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,249		$	1,610		$	924
Cash paid for income taxes		17			73			179

Supplemental disclosure of noncash investing and financing activities:
Issuance of Series X preferred stock in exchange for shares of the Company’s common stock	$	—		$	123		$	—
Decrease (increase) in accounts payable and accrued liabilities related to property and equipment purchases		(3,620	)		2,304			268
Accretion of redeemable convertible preferred stock		—			428			153

See accompanying Notes to Consolidated Financial Statements.

F-8

NeoPhotonics Corporation

Notes to Consolidated Financial Statements

1. The company and basis of presentation

Business and organization

NeoPhotonics Corporation (“NeoPhotonics” or the “Company”) is a designer and manufacturer of PIC-based modules and subsystems for bandwidth-intensive, high-speed communications networks. NeoPhotonics, formerly known as NanoGram Corporation, was incorporated in Delaware on October 31, 1996 to develop nanoparticles for use in industrial applications. In November 2002, the Company spun out two companies, changed its name to NeoPhotonics Corporation, and focused on the design, development and manufacturing of planar lightwave circuits for optical communication platforms. During the period from January 2003 through March 2003, NeoPhotonics completed a series of reorganization transactions whereby the Company spun-off part of its business in the form of two subsidiaries, NanoGram Devices Corporation (“NDC”) and NanoGram Corporation (“NanoGram”). In March 2003, the Company acquired Lightwave Microsystems Corporation (“LMC”) and subsequently began to market standard and semi-custom planar lightwave circuits-based components and modules for metro access and other advanced optical communications platforms. In March 2004, NDC was acquired by a third party.

On November 17, 2003, the Company filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Northern District of California. Under Chapter 11, certain claims against the Company in existence prior to the filing of the petition for relief under the federal bankruptcy laws are stayed while the Company continues business operations as a debtor-in-possession. These claims were reflected as liabilities subject to compromise in the Company’s consolidated financial statements for the year ended December 31, 2003. On February 26, 2004, the Bankruptcy Court confirmed the Company’s plan of reorganization. The Company’s plan of reorganization was substantially consummated on March 26, 2004, at which point the Company emerged from bankruptcy and was recapitalized.

Reclassifications

Certain prior-year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current presentation. These reclassifications did not affect the prior period deficit, net cash provided by (used in) operating activities or net loss.

Consolidation

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the consolidated accounts of the Company and its majority owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Effective January 1, 2009, the Company adopted Financial Accounting Standards Board (“FASB”) authoritative guidance requiring that a noncontrolling interest held by others in a company’s majority-owned subsidiaries be part of the equity of the controlling group and reported on the balance sheet within the equity section as a distinct item separate from the company’s equity. In accordance with this guidance, minority interests have been re-captioned to noncontrolling interests and reported separately in deficit for

F-9

2009 and prior periods. In addition, net (income) loss attributable to noncontrolling interests has been presented below net loss in arriving at net loss attributable to NeoPhotonics Corporation for 2009 and prior periods.

Unaudited pro forma equity

The Company has filed a registration statement with the Securities and Exchange Commission (“SEC”) for the Company to sell shares of its common stock to the public. The shares of Series 1, Series 2 and Series 3 preferred stock outstanding as of December 31, 2009 will automatically convert upon the Company’s planned initial public offering into 165,990,598 shares of common stock. Shares of Series X preferred stock will convert to shares of common stock based on a predetermined formula whereby the number of shares of common stock issued to holders of Series X preferred stock shall be the quotient obtained by dividing the total number of shares of Series X preferred stock multiplied by $100.00 (appropriately adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series X preferred stock) by 50% of the price per share at which shares of common stock are sold to the public. Additionally, as of December 31, 2009, there are 4,971,000 stock appreciation units outstanding, for which the vested portion becomes exercisable upon an initial public offering or change in control. The liability related to the vested portion, and the impact to accumulated deficit for the charge to be recorded upon an initial public offering, is estimated using the price per share at which the shares of common stock are sold to the public. Unaudited pro forma equity, as adjusted for the assumed conversion of the preferred stock and the exercisability of the stock appreciation units, will be included in the accompanying consolidated balance sheet once the price per share at which shares of common stock are sold to the public is known.

2. Summary of significant accounting policies

Use of estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenue and expenses during the reporting period. Significant estimates made by management include: the useful lives of property, plant and equipment and intangible assets as well as future cash flows to be generated by those assets; allowances for doubtful accounts; valuation allowances for deferred tax assets; reserves for excess and obsolete inventories and fair value of the Company’s common stock, stock options and preferred stock, among others. Actual results could differ from these estimates.

Fair value of financial instruments

The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to their short-term maturities.

Concentration of credit risk and significant customers

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and trade accounts receivable. The Company’s investment policy requires cash and cash equivalents to be placed with high-credit quality institutions and to limit the amount of credit risk from any one issuer. The Company performs ongoing credit evaluations of its customers’ financial condition whenever deemed necessary and generally does

F-10

not require collateral. The Company maintains an allowance for doubtful accounts based upon the expected collectibility of all accounts receivable, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness and current economic trends. For the years ended December 31, 2007, 2008 and 2009, the Company provided $0.3 million, $0.6 million and $0.7 million, respectively, for allowance for doubtful accounts.

The following table sets forth the Company’s significant customers:


	% of revenue Years ended December 31,			% of accounts receivable December 31,
	2007	2008	2009	2008	2009

Customer A	16%	34%	53%	40%	56%
Customer B	13%	12%	*	*	*

Less than 10% of total revenue or accounts receivable.

Cash and cash equivalents

Highly liquid investments with a maturity of 90 days or less at the date of purchase are considered cash equivalents. Cash equivalents consist principally of investments in money market funds.

Restricted cash

As a condition of the notes payable lending arrangements of the Company’s subsidiaries in China, these subsidiaries are required to keep a compensating balance at the issuing banks that is a percentage of the total notes payable balance until the notes payable are paid. These balances have been excluded from the Company’s cash and cash equivalents balance and are classified as restricted cash on the Company’s consolidated balance sheets. As of December 31, 2008 and 2009, the amount of restricted cash was $1.5 million and $3.3 million, respectively.

Accounts receivable

Accounts receivable include trade receivables and notes receivables from customers. The Company receives notes receivable from certain customers in China that are secured by the customer’s affiliated financial institution. The notes are generally due within 6 months and may be redeemed early by the Company at a discount. Historically, the Company has collected on the notes receivable in full at the time of maturity. The notes receivable do not meet the true sales criteria as defined by the accounting guidance for accounting for transfers and servicing of financial assets.

An allowance for doubtful accounts is calculated based on the aging of the Company’s trade receivables, historical experience, and management judgment. The Company writes off trade receivables against the allowance when management determines a balance is uncollectible and no longer actively pursues collection of the receivable.

Inventories

Inventories are stated at the lower of standard cost, which approximates actual cost determined on the weighted average basis, or market value. The Company routinely evaluates quantities and values of inventories in light of current market conditions and market trends, and records a write-down for quantities in excess of demand and product obsolescence. The evaluation may take into consideration historic usage, expected demand, anticipated sales price, new product

F-11

development schedules, the effect new products might have on the sale of existing products, product obsolescence, customer concentrations, product merchantability and other factors. Market conditions are subject to change and actual consumption of inventory could differ from forecasted demand. The Company also regularly reviews the cost of inventories against their estimated market value and records a lower of cost or market reserve for inventories that have a cost in excess of estimated market value. Once a reserve for inventories is recorded, this results in a new cost basis for the related inventories which is not reversed.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible assets, identifiable intangible assets and in-process research and development acquired in a business combination. Goodwill is not subject to amortization, but is subject to at least an annual assessment for impairment.

The Company evaluates goodwill, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. The Company performs its annual goodwill impairment testing as of December 31 of each year. Goodwill is reviewed for impairment utilizing a two-step process. First, impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value of the reporting unit is estimated using a discounted cash flow approach. If the carrying amount of the reporting unit exceeds its fair value, a second step is performed to measure the amount of impairment loss, if any. In step two, the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment loss. The Company considers that it has only one reporting unit for the purposes of testing goodwill for impairment. A reporting unit is an operating segment or one level below an operating segment (referred to as a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. During the year ended December 31, 2007, the Company recognized a goodwill impairment charge of $5.9 million. The Company did not recognize any goodwill impairment charges during the years ended December 31, 2008 and 2009.

Long-lived assets

Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the following estimated useful lives:


Buildings		20-30 years
Machinery and equipment		5 years
Furniture, fixtures and office equipment		5 years
Software		5-7 years
Leasehold improvements		5 years or lease term, if shorter

Repairs and maintenance costs are expensed as incurred.

Intangible assets acquired in a business combination are recorded at fair value. Identifiable finite-lived intangible assets are amortized over the period of estimated benefit using the straight-line

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method, reflecting the pattern of economic benefits associated with these assets. The estimated useful lives of the Company’s intangible assets generally range from five to seven years, except for acquired land use rights in China, which have an estimated useful life of 45 years.

The carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances, both internally and externally, that may suggest impairment. Some factors which the Company considers to be triggering events for impairment review include a significant decrease in the market value of an asset, a significant change in the extent or manner in which an asset is used, a significant adverse change in the business climate that could affect the value of an asset, an accumulation of costs for an asset in excess of the amount originally expected, a current period operating loss or cash flow decline combined with a history of operating loss or cash flow uses or a projection that demonstrates continuing losses and a current expectation that, it is more likely than not, a long-lived asset will be disposed of at a loss before the end of its estimated useful life.

If one or more of such facts or circumstances exist, the Company will evaluate the carrying value of long-lived assets to determine if an impairment exists, by comparing it to estimated undiscounted future cash flows over the remaining useful life of the assets. If the carrying value of the assets is greater than the estimated future cash flow, the assets are written down to the estimated fair value. The Company’s cash flow estimates contain management’s best estimates, using appropriate and customary assumptions and projections at the time. Any write-down would be treated as a permanent reduction in the carrying amount of the asset and an operating loss would be recognized. During the years ended December 31, 2007, 2008 and 2009, impairment charges relating to finite lived assets of $0.2 million, $4.0 million and $1.2 million, respectively, were recognized. See Note 5 for further discussion.

In those cases where the Company determines that the useful life of an asset should be revised, the Company depreciates the remaining net book value over the new estimated useful life.

Revenue recognition

Revenue is derived from the sale of the Company’s products. The Company recognizes revenue provided that persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. Contracts and/or customer purchase orders are used to determine the existence of an arrangement. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. The price is equal to the amount invoiced to the customer and is not subject to adjustment and customers do not have the right of return. The Company evaluates the creditworthiness of its customers to determine that appropriate credit limits are established prior to the acceptance of an order.

Revenue is recognized when the product is shipped and title has transferred to the buyer. The Company bears all costs and risks of loss or damage to the goods up to that point. On most orders, the Company’s shipment terms provide that title passes to the buyer upon shipment by the Company. Other shipment terms may provide that title passes to the buyer upon delivery of the goods to the buyer. Shipping and handling costs are included in the cost of goods sold. The Company presents revenue net of sales taxes and any similar assessments.

The Company recognizes revenue on sales to distributors at the time of shipment or delivery to the distributors, as the distributors do not have extended rights of return or subsequent price discounts or price protection.

F-13

Product warranties

The Company provides warranties to cover defects in workmanship, materials and manufacturing for a period of one to two years to meet the stated functionality as agreed to in each sales arrangement. Products are tested against specified functionality requirements prior to delivery, but the Company nevertheless from time to time experiences claims under its warranty guarantees. The Company accrues for estimated warranty costs under those guarantees based upon historical experience, and for specific items, at the time their existence is known and the amounts are determinable.

The table below summarizes the movement in the warranty accrual (in thousands):


	Years ended December 31,
	2007			2008			2009

Beginning balance	$	1,468		$	370		$	432
Warranty accruals		369			389			498
Settlements and adjustments		(1,467	)		(327	)		(317	)

Ending balance	$	370		$	432		$	613

Research and development

Research and development expense consists of personnel costs, including stock-based compensation expense, for the Company’s research and development personnel and product development costs, including engineering services, development software and hardware tools, depreciation of capital equipment and facility costs. Research and development costs are expensed as incurred.

Advertising costs

Advertising costs are expensed as incurred and, to date, have not been significant.

Stock-based compensation

For awards granted on or before December 31, 2005, the Company applied the intrinsic value method of accounting for its employee stock option awards. Under the intrinsic value method, compensation expense for employees was based on the difference, if any, between the fair value of the Company’s common stock and the exercise price of the option on the measurement date, the date of grant. As of December 31, 2005, the Company had $1.7 million of deferred stock-based compensation expense, which was amortized over the vesting period of the applicable options on a straight-line basis and was fully amortized as of December 31, 2009.

Effective January 1, 2006, the Company adopted new authoritative accounting guidance for stock-based compensation, which requires enterprises to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award. The Company adopted the new guidance using the prospective transition method. Under this transition method, beginning January 1, 2006, employee stock-based compensation cost recognized includes: (a) compensation cost for all stock-based payments granted prior to, but not yet vested as of December 31, 2005, based on the intrinsic value method, and (b) compensation cost for all stock-based payments granted or modified subsequent to December 31, 2005, based on the grant date fair value estimated in accordance with the new guidance.

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The Company’s determination of the fair value of stock options on the date of grant utilizes an option-pricing model, and is impacted by its common stock price as well as changes in assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected common stock price volatility over the term of the option awards, as well as the projected employee option exercise behaviors (expected period between stock option vesting date and stock option exercise date), risk-free interest rates and expected dividends.

The fair value is recognized over the period during which an employee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense recognized at fair value includes the impact of estimated forfeitures. The Company estimates future forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Cash flows resulting from the tax benefits for tax deductions resulting from the exercise of stock options in excess of the compensation expense recorded for those options (excess tax benefits) are classified as cash from financing activities. The Company had no excess tax benefits in the years ended December 31, 2007, 2008 and 2009.

The Company grants stock appreciation rights to certain individuals, including employees, directors or consultants. Upon the exercise of a stock appreciation right, the Company will pay the participant an amount equal to the product of (a) the excess of the per share fair market value of the Company’s common stock on the date of exercise over the strike price, multiplied by (b) the number of shares of common stock with respect to which the stock appreciation right is exercised. An award under the plan is not exercisable until the earlier of an initial public offering or a change in control in the Company. The Company has not recognized compensation expense relative to these awards as neither of these events have occurred and therefore the employees are not able to exercise their rights. Upon one of the above events occurring, an expense and an equal liability for the stock appreciation rights will be recorded, equal to the fair market value of the vested portion of the award on the date that the event occurs. The fair value of the award is measured as the excess, if any, of the fair market value of a share of common stock on that date over the fair market value of a share of common stock on the award’s grant date. Each reporting period thereafter, compensation expense will be recorded, based on the remaining service period and the then fair market value of the award until vesting of the award is completed. After vesting is completed, the Company will continue to remeasure the fair market value of the liability until the award is exercised, with changes in the fair value of the liability recorded in the consolidated statements of operations.

See Note 11 for further discussion of the Company’s stock-based compensation arrangements.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date.

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The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. In preparing the Company’s consolidated financial statements, the Company is required to estimate its taxes in each of the jurisdictions in which it operates. The Company estimates actual current tax exposure as well as assesses temporary differences resulting from different treatment of items, such as accruals and allowances not currently deductible for tax purposes. These differences result in deferred tax assets which represent future tax benefits to be received when certain expenses previously recognized in the financial statements become deductible expenses under applicable income tax laws, or loss credit carryforwards are utilized.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of a deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. A valuation allowance is recorded for loss carryforwards and other deferred tax assets where it is more likely than not that such deferred tax assets will not be realized.

On January 1, 2007, the Company adopted new authoritative guidance for the accounting for uncertainty in income taxes. It requires that tax effects of a position be recognized only if it is “more likely than not” to be sustained based solely on its technical merits as of the reporting date. Upon estimating the Company’s tax positions and tax benefits, the Company considered and evaluated numerous factors, which may require periodic adjustments and which may not reflect the actual outcome. With the adoption of this new guidance, companies are required to adjust their financial statements to reflect only those tax positions that are more likely than not to be sustained under examination. Any adjustment necessary would be directly recorded to retained earnings and recorded as a change in accounting principle as of the date of adoption. The adoption did not have a material impact on the Company’s consolidated financial statements.

Foreign currency translations

Monetary assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates of exchange at the balance sheet date. Transactions in currencies other than the U.S. dollar during the year are converted into the U.S. dollar at the applicable rates of exchange prevailing on the day transactions occurred. Transaction gains and losses are recognized in other income (expense), net in the consolidated statements of operations. The aggregate amount of exchange gains (losses) recognized was $0.5 million, $0.8 million and ($0.1) million for the years ended December 31, 2007, 2008 and 2009, respectively.

The financial records of certain of the Company’s subsidiaries are maintained in local currencies other than the U.S. dollar, such as the Chinese Renminbi (“RMB”), which are their functional currencies. Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenue, expenses, gains and losses are translated using the average exchange rate for the period. Translation adjustments are reported as foreign currency translation adjustments and are shown as a separate component of other comprehensive income (loss) in the consolidated statements of redeemable convertible preferred stock, deficit and comprehensive loss.

F-16

Net income (loss) per share attributable to NeoPhotonics Corporation common stockholders

The Company applies the two-class method for calculating and presenting net income (loss) per share attributable to NeoPhotonics Corporation common stockholders. Under the two-class method, net income is allocated between common shares and other participating securities based on their participating rights. Participating securities are defined as securities that participate in dividends with common shares according to a predetermined formula. Basic net income (loss) per share attributable to NeoPhotonics Corporation common stockholders is calculated by dividing net income (loss) attributable to NeoPhotonics Corporation common stockholders by the weighted average number of shares outstanding for the period.

Diluted net income (loss) per share attributable to NeoPhotonics Corporation common stockholders is calculated by dividing net income (loss) attributable to NeoPhotonics Corporation common stockholders and income allocable to participating securities to the extent they are dilutive, by the weighted average number of common shares and potential dilutive common share equivalents outstanding during the period if the effect is dilutive. The Company’s potential dilutive common share equivalents consist of incremental common shares issuable upon the exercise of options and warrants to purchase common shares and upon conversion of its redeemable convertible preferred stock.

Effective January 1, 2009, the Company adopted the new accounting guidance for determining whether instruments granted in share-based payment transactions are participating securities. The guidance clarified that share-based payment awards that have not yet vested meet the definition of a participating security provided the right to receive the dividend is non-forfeitable and non-contingent. These participating securities are therefore included in the computation of basic net income (loss) per share under the two-class method. The Company has concluded that its non-vested early-exercised stock options meet the definition of a participating security and should be included in the Company’s computation of basic net income (loss) per share attributable to NeoPhotonics Corporation common stockholders. The Company also concluded its redeemable convertible preferred stock does not meet the definition of a participating security as the stockholders of the redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. All prior period net income (loss) per share attributable to NeoPhotonics Corporation common stockholders data presented has been prepared to conform with the provisions of this accounting guidance.

Comprehensive income (loss)

Comprehensive income (loss) includes all changes in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) consists of net income (loss), foreign currency translation adjustments and unrealized gains or losses on available-for-sale marketable securities. Comprehensive income (loss) is disclosed in the consolidated statements of redeemable convertible preferred stock, deficit and comprehensive loss. The components of accumulated other comprehensive income (loss) as of December 31, 2008 and 2009 include only foreign currency translation adjustments.

Recent accounting pronouncements

F-17

2008, the FASB deferred the effective date of the guidance to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The Company adopted the fair value measurement guidance January 1, 2008, except for those items specifically deferred by the FASB, which were adopted January 1, 2009. The adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB revised the authoritative guidance for business combinations, which establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance applies prospectively to the Company’s business combinations, if any, for which the acquisition date was on or after January 1, 2009. The adoption of this statement did not have a material impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB revised the authoritative guidance to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The adoption of this guidance resulted in classification changes which have been reflected in the Company’s consolidated balance sheets, statements of operations and statements of redeemable convertible preferred stock, deficit and comprehensive loss.

In May 2009, the FASB issued accounting guidance on subsequent events. This accounting guidance is effective for interim or annual periods ending after June 15, 2009. The guidance establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, it sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The adoption of the guidance did not have an impact on the Company’s financial position, results of operations or cash flows.

In June 2009, the FASB revised the authoritative guidance for variable interest entities, which changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. The new accounting guidance will require a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. The

F-18

new accounting guidance is effective for the Company beginning with its first interim period beginning January 1, 2010. The Company does not expect that the adoption of the guidance will have a material impact on its financial position, results of operations or cash flows.

In September 2009, the FASB reached final consensus on a new revenue recognition guidance regarding revenue arrangements with multiple deliverables. The new accounting guidance addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting, and how the arrangement consideration should be allocated among the separate units of accounting. The new accounting guidance is effective for the Company beginning January 1, 2011 and may be applied retrospectively or prospectively for new or materially modified arrangements. In addition, early adoption is permitted. The Company does not expect that the adoption of the guidance will have a material impact on its financial position, results of operations or cash flows.

3. Fair value measurements

Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative accounting guidance describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable. These levels of inputs are as follows:

Level I—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level III—Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

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Assets measured at fair value

The Company’s financial instruments are valued using quoted prices in active markets or based upon other observable inputs. The following table sets forth the fair value of the Company’s financial assets as of the date presented (in thousands):


	Money market funds⁽¹⁾

	Level 1		Level 2		Level 3		Total

December 31, 2008	$	22,633	$	—	$	—	$	22,633
December 31, 2009	$	13,105	$	—	$	—	$	13,105

(1)

Money market funds are included in cash and cash equivalents on the Company’s consolidated balance sheets.

4. Net loss per share attributable to NeoPhotonics Corporation common stockholders

The following table sets forth the computation of the basic and diluted loss per share attributable to NeoPhotonics Corporation common stockholders for the periods indicated (in thousands, except share and per share amounts):


	Years ended December 31,
	2007			2008			2009


Numerator:
Net loss attributable to NeoPhotonics Corporation	$	(41,467	)	$	(28,054	)	$	(6,963	)
Accretion of redeemable convertible preferred stock		—			(428	)		(153	)

Net loss attributable to NeoPhotonics Corporation common stockholders	$	(41,467	)	$	(28,482	)	$	(7,116	)


Denominator:
Weighted average shares used to compute basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders		46,405,390			48,103,540			47,827,916

Basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders	$	(0.89	)	$	(0.59	)	$	(0.15	)

Shares of common stock subject to repurchase resulting from the early exercise of employee stock options are considered participating securities and are therefore included in the basic weighted average common shares outstanding.

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The following weighted-average potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to NeoPhotonics Corporation common stockholders, as their effect would have been antidilutive:


	Years ended December 31,
	2007	2008	2009

Employee stock options	37,011,957	40,940,054	38,132,024
Common stock warrants	450,342	450,342	199,960
Redeemable convertible preferred stock, on an if-converted basis⁽¹⁾	165,990,598	197,340,898	206,231,498


	203,452,897	238,731,294	244,563,482

(1)

For the purposes of the table above, the Series 1, 2 and 3 preferred stock have been converted on a 1-for-1 basis and the Series X preferred stock has been converted on a 100-for-1 basis.

The following unaudited pro forma basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders calculation assumes the conversion of all outstanding shares of preferred stock into shares of common stock using the as-if-converted method as though the conversion had occurred at the beginning of the period presented, or the date of issuance, if later. The preferred stock converts on a 1-for-1 basis with the exception of Series X which has special conversion terms. The number of shares of common stock to be issued to holders of Series X preferred stock upon such conversion will be equal to the quotient obtained by dividing (i) the total number of shares of Series X preferred stock multiplied by $100.00 (adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series X preferred stock) by (ii) 50% of the price per share of the equity securities sold in the subsequent equity financing, rounded to the nearest whole share.


(in thousands, except share and per share data)	Year ended December 31, 2009 (unaudited)


Numerator:
Net loss attributable to NeoPhotonics Corporation	$	(6,963	)


Denominator:
Weighted average shares used to compute pro forma basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders

Pro forma basic and diluted net loss per share attributable to NeoPhotonics Corporation common stockholders

5. Impairment of assets

In May 2007, the Company discovered an engineering flaw in the main product acquired in connection with its acquisition of BeamExpress, Inc. in 2006. Although the Company was able to design and produce a replacement product that would fulfill the Company’s warranty requirements for products already sold, the time needed to implement the solution, coupled with entry of new competitors in the market rendered the acquired product nonviable and, accordingly, the Company stopped all future sales and production. This was a triggering event and therefore an impairment review of goodwill and the related long-lived intangible assets was performed. As a result of the

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impairment review, an impairment charge of $6.1 million was recorded in the year ended December 31, 2007 relating to goodwill of $5.9 million and other intangible assets of $0.2 million.

In 2008, the Company discontinued the production of a tunable laser product based on factors that included an accumulation of costs for the asset group in excess of the amount originally expected, a current period operating loss and continuing cash flow decline combined with a projection that demonstrated continuing losses and a current expectation that the long-lived asset group will be disposed of at a loss before the end of its estimated useful life. As a result of the discontinuance, the Company considered that a triggering event for impairment review had occurred, due to the current period operating loss and the projection of future losses.

The Company identified the asset group associated with the tunable laser product to include finite-lived intangible assets which consisted of acquired core technology, noncompete agreement and assembled workforce and fixed assets, consisting of machinery and equipment and leasehold improvements. Based on the review, the Company concluded that the asset group associated with tunable laser product was fully impaired and an impairment charge of $4.0 million was recognized in the year ended December 31, 2008. The following is a description of the asset group and impairment charge (in thousands):


	Gross assets		Accumulated amortization / depreciation			Impairment

Patents / core technology	$	4,376	$	(1,198	)	$	(3,178	)
Assembled workforce		354		(177	)		(177	)
Noncompete agreements		37		(37	)		—

Intangible assets		4,767		(1,412	)		(3,355	)

Machinery and equipment		941		(529	)		(412	)
Leasehold improvements		298		(18	)		(280	)

Fixed assets		1,239		(547	)		(692	)


	$	6,006	$	(1,959	)	$	(4,047	)

In 2009, the Company entered into an agreement to sell its 55% ownership interest in Shenzhen Archcom Technology Co., Ltd. (Archcom) for $1.1 million, which was less than the Company’s share of the value in the net assets of Archcom. As a result, the Company recognized an impairment charge of $0.8 million in the year ended December 31, 2009, of which $0.2 million was related to tangible fixed assets and the remaining $0.6 million was recorded as an accrual for the expected loss on sale. As of December 31, 2009, the Company’s share of the current assets and current liabilities associated with Archcom, which were included in cash and cash equivalents, accounts receivable, inventories and accounts payable, was $0.9 million, $1.0 million, $0.2 million and $(0.4) million, respectively.

In addition, in 2009, the Company recorded an impairment charge of $0.4 million resulting from the write-off of machinery and equipment which were no longer in use.

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6. Balance sheet components

Accounts receivable, net

Accounts receivable, net consist of the following (in thousands):


	December 31,
	2008			2009

Accounts receivable	$	39,435		$	48,146
Trade notes receivable		10,644			6,726
Allowance for doubtful accounts		(2,188	)		(2,311	)

	$	47,891		$	52,561

The table below summarizes the movement in the Company’s allowance for doubtful accounts (in thousands):


Balance as of January 1, 2007	$	(1,329	)
Provision for bad debt		(332	)
Write-offs, net of recoveries		46

Balance as of December 31, 2007		(1,615	)
Provision for bad debt		(573	)

Balance as of December 31, 2008		(2,188	)
Provision for bad debt		(726	)
Write-offs, net of recoveries		603

Balance as of December 31, 2009	$	(2,311	)

Inventories

Inventories consist of the following (in thousands):


	December 31,
	2008		2009

Raw materials	$	11,223	$	7,595
Work in process		2,590		2,451
Finished goods		4,731		4,109

	$	18,544	$	14,155

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Property, plant and equipment, net

Property, plant and equipment, net consist of the following (in thousands):


	December 31,
	2008			2009

Buildings	$	15,055		$	15,069
Machinery and equipment		45,243			46,077
Furniture, fixtures, software and office equipment		8,494			8,372
Leasehold improvements		2,929			2,929

		71,721			72,447
Less: Accumulated depreciation		(32,084	)		(37,146	)

	$	39,637		$	35,301

Depreciation expense was $7.0 million, $7.6 million and $8.4 million for the years ended December 31, 2007, 2008 and 2009, respectively.

Purchased intangible assets

Purchased intangible assets consist of the following (in thousands):


	Weighted average amortization period (years)	December 31, 2008							December 31, 2009
	Weighted average amortization period (years)	Gross assets		Accumulated amortization			Net assets		Gross assets		Accumulated amortization			Net assets

Technology and patents	5	$	18,635	$	(12,478	)	$	6,157	$	18,643	$	(16,541	)	$	2,102
Customer relationships	6		6,319		(3,381	)		2,938		6,323		(4,419	)		1,904
Leasehold interest	45		1,246		(95	)		1,151		1,247		(124	)		1,123
Noncompete agreements	7		710		(262	)		448		710		(364	)		346


		$	26,910	$	(16,216	)	$	10,694	$	26,923	$	(21,448	)	$	5,475

Technology and patents and the leasehold interest intangible assets are amortized to cost of goods sold. Customer relationships and the noncompete agreements are amortized to operating expenses. The following table presents details of the amortization expense of the Company’s purchased intangible assets as reported in the consolidated statements of operations (in thousands):


	Years ended December 31,
	2007		2008		2009

Cost of goods sold	$	3,675	$	4,271	$	4,084
Operating expenses		1,826		1,665		1,136

Total	$	5,501	$	5,936	$	5,220

In September 2008, the Company changed the estimated remaining useful life of acquired technology, and patents, related to ROADM products, which were associated with its acquisition

F-24

of OpTun, Inc., from 57 months to 28 months. The change in estimated remaining useful life was made after review of factors such as adverse changes in the business climate that affected future projections and a current expectation that warranted the change in useful life. The effect of the change in the estimated remaining useful life increased amortization expense included within cost of goods sold for the years ended December 31, 2008 and 2009, by $0.2 million and $0.5 million, respectively.

The estimated future amortization expense of purchased intangible assets as of December 31, 2009 is as follows (in thousands):


Years Ending December 31,
2010	$	3,271
2011		798
2012		319
2013		136
2014		26
Thereafter		925

	$	5,475

Goodwill

The changes in the carrying value of goodwill are as follows (in thousands):


	2007			2008		2009

Balance as of January 1	$	10,207		$	4,323	$	4,323
Impairment (Note 5)		(5,884	)		—		—

Balance as of December 31	$	4,323		$	4,323	$	4,323

Accrued and other current liabilities

Accrued and other current liabilities consist of the following (in thousands):


	December 31,
	2008		2009

Employee-related	$	6,229	$	6,727
Other		5,182		8,809

	$	11,411	$	15,536

Other noncurrent liabilities

As of December 31, 2008 and 2009, other noncurrent liabilities included an asset retirement obligation of $1.0 million associated with the Company’s facility lease in California, which expires in December 2012.

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7. Debt

The components of debt obligations consist of the following (in thousands):


	December 31,
	2008			2009

Notes payable	$	14,506		$	13,696
Short-term loans		4,389			14,645

Total short-term loans and notes payable		18,895			28,341

Total long-term debt	$	17,470		$	8,147
Less: current portion of long-term debt		(16,470	)		(6,035	)

Total long-term debt, net of current portion	$	1,000		$	2,112

Notes payable

The Company frequently directs its banking partners to issue notes payable to its suppliers in China in exchange for accounts payable. The Company’s Chinese subsidiaries’ banks issue the notes to vendors and issue payment to the vendors upon redemption. The Company owes the payable balance to the issuing bank. The Company’s subsidiaries in China had trade notes payable of $14.5 million and $13.7 million as of December 31, 2008 and 2009, respectively. These notes are unsecured, noninterest bearing and are due approximately six months after issuance.

Short-term loans

The Company’s subsidiaries in China have short-term line of credit facilities from various banking institutions totaling $4.4 million and $14.6 million as of December 31, 2008 and 2009, respectively. These short-term line of credit facilities have an original maturity date of one year or less and one such facility agreement is secured by the Company’s main manufacturing facility in China. Amounts requested by the Company are not guaranteed and are subject to funds and currency availability. Interest due on the outstanding balance ranges from 5.31% to 7.47% and is charged based on the interest rate set by the People’s Bank of China. The rate charged is fixed on the borrowing date for the term of the loan. The short-term line of credit facilities do not require any specific covenants. The weighted average interest rate for short-term loans outstanding was 7.34% and 5.31% as of December 31, 2008 and 2009, respectively.

Long-term debt

In 2007, the Company entered into a series of three loan and security agreements with a bank for an available credit facility. The term of each of these agreements was two years. The loan and security agreements are secured by a building located in China owned by the Company’s primary subsidiary in China. Interest due on the outstanding balance ranges from 5% to 7% and is charged based on the interest rate set by the People’s Bank of China. The rate charged is fixed on the borrowing date for the term of the loan. In 2009, the Company repaid one of the three loan and security agreements. The remaining two loan and security agreements were renewed for a term of one year under the original terms and security conditions. These loan and security agreements do not require any specific covenants. As of December 31, 2008, $7.3 million was outstanding under the loan and security agreements and classified as short-term. The balance was paid in 2009.

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In December 2007, the Company entered into a loan and security agreement with a bank for an available credit facility. The loan and security agreement is secured by substantially all of the Company’s U.S. assets, other than intellectual property assets. In December 2008 and December 2009, the loan and security agreement was amended, increasing the amount of credit available under the facility and extending the term of the lending arrangement through December 2011. The three components of the available credit facility are as follows:

•

The original loan and security agreement provided a term loan of $1.4 million payable in 12 equal principal installments plus accrued interest. The term loan bore interest at the LIBOR rate plus a margin ranging from 2.75% to 3.50%, depending on the Company’s liquidity ratio. The term loan was paid in full as of December 31, 2008.

•

The original loan and security agreement provided for a $6.5 million revolving line of credit, available through December 2009. The December 2009 amendment to the loan and security agreement increased the revolving line of credit to $8.0 million and extended the term through December 2011. Amounts available under the revolving line of credit are reduced by any commercial or stand-by letters of credit issued by the bank to guarantee a loan for the Company’s subsidiaries in China. The maximum amount for which a letter of credit may be issued is $5.0 million. As of December 31, 2008 and 2009, letters of credit for $5.0 million were outstanding. As of both December 31, 2008 and 2009, $1.5 million was outstanding under the revolving line of credit. The total available borrowing capacity under this facility as of December 31, 2009 was $1.5 million.

Amounts outstanding under the revolving line of credit prior to the December 2009 amendment bear interest at the LIBOR rate plus a margin ranging from 2.50% to 3.25%, depending on the Company’s liquidity ratio, as defined. The interest rate as of December 31, 2009 was 2.73%. Borrowings subsequent to the December 2009 amendment will bear interest at the prime referenced rate, which cannot be lower than the LIBOR rate plus 3.50%.

•

The original loan and security agreement provided for an $8.5 million credit facility which could be drawn in tranches based on equipment and software purchases, with the software component not to exceed $3.0 million. Advances were due and payable in 30 equal monthly installments of principal and interest. Amounts outstanding under this facility prior to the December 2009 amendment bear interest at the LIBOR rate plus a margin ranging from 2.75% to 3.50%, depending on the Company’s liquidity ratio. The interest rates as of December 31, 2009 ranged from 2.98% to 4.25%. As of December 31, 2008 and 2009, $3.7 million and $1.6 million were outstanding, respectively. No further amounts may be borrowed under the original loan and security agreement.

The December 2009 amendment to the loan and security agreement provided an additional $9.5 million in credit based on capital expenditures in the United States. In addition, the amendment provided that the outstanding balance of $1.6 million is payable in 24 equal monthly installments through December 2011. Advances may be drawn in four tranches and are due and payable in equal monthly installments of principal and interest for terms ranging from 30 to 18 months such that all amounts will be repaid by June 2013. Borrowings subsequent to the December 2009 amendment will bear interest at the prime referenced rate, which cannot be lower than the LIBOR rate plus 3.75%. As of December 31, 2009, $7.9 million was available under this facility.

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In connection with the original loan and security agreement, the Company issued a warrant to the lender to purchase 112,069 shares of common stock at an exercise price of $1.16 per share. The warrant was fully vested upon issuance and is exercisable for seven years from the date of issuance. The estimated fair value of the warrant was measured at issuance using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 3.7%, expected volatility of 77%, dividend yield of 0% and a term of seven years. The fair value of the warrant at issuance of $8,000 is being amortized over the term of the loan and security agreement. As of December 31, 2009, the warrant had not been exercised.

The loan and security agreement and supplemental amendments requires the Company to maintain certain financial covenants, including a liquidity ratio, and restricts the Company’s ability to incur additional debt or to engage in certain transactions. At December 31, 2009, the Company was in compliance with all of the financial covenants contained in this agreement.

In December 2007, the Company’s primary subsidiary in China entered into a term loan agreement with a Chinese bank under which the Company’s primary subsidiary in China borrowed $5.0 million, due in December 2008. This loan originally bore interest at the bank’s cost of funds plus 1.00% and interest is payable quarterly in arrears. The loan is secured by the standby letter of credit described above issued by a U.S. bank. In September 2008, the term loan agreement was amended to extend the due date of the loan to September 2009, and in 2009 was extended again through February 2010 and to set the interest rate equal to the rate charged by the People’s Bank of China. As of December 31, 2008 and 2009, $5.0 million was outstanding under the term loan.

At December 31, 2009, maturities of long-term debt were as follows (in thousands):


Years ending December 31,

2010	$	6,035
2011		2,112

	$	8,147

The following table provides additional fair value information relating to the Company’s outstanding debt instruments (in thousands):


	December 31, 2008				December 31, 2009
	Carrying amount		Fair value		Carrying amount		Fair value

Notes payable	$	14,506	$	14,506	$	13,696	$	13,696
Short-term loans		4,389		4,224		14,645		14,227
Long-term debt, including current protion		17,470		17,088		8,147		7,971

Total	$	36,365	$	35,818	$	36,488	$	35,894

The fair value of the short-term loans, notes payable and debt have been calculated using an estimate of the interest rate the Company would have had to pay on the issuance of liabilities with a similar maturity and discounting the cash flows at that rate. The fair values do not necessarily give an indication of the amount that the Company would currently have to pay to extinguish any of this debt.

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8. Commitments and contingencies

In the normal course of business, the Company enters into agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

At December 31, 2009, the Company had certain commitments which were not included in the consolidated balance sheet at that date, including future operating purchase commitments of $6.0 million.

The Company leases various facilities under noncancelable operating leases. As of December 31, 2009, the future minimum commitments under these leases are as follows (in thousands):


Years ending December 31,
	Operating lease payments

2010	$	1,748
2011		1,462
2012		1,112
2013		8
2014		—


	$	4,330

Rent expense under the Company’s operating leases was $2.1 million, $1.8 million and $1.8 million for the years ended December 31, 2007, 2008 and 2009, respectively.

In addition, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of these proceedings and claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flow.

Under California’s recently enacted Global Warming Solutions Act, the Company will be required to design and install additional pollution control equipment at the San Jose, California, manufacturing plant to reduce perfluorocarbon emissions beginning in 2012. As of December 31, 2009, the Company has not recorded a liability, as the process of estimating the cost to comply with the new requirements is still at an early stage and a reasonable estimate of the cost is currently not determinable.

9. Redeemable convertible preferred stock

Under the Company’s Certificate of Incorporation as amended and restated on May 12, 2008, the Company’s preferred stock is issuable in series and the Company’s Board of Directors is authorized to determine the rights, preferences and terms of each series. The Company’s Certificate of Incorporation as amended and restated on May 12, 2008, authorized the Company to issue 185,500,000 shares of preferred stock, of which 46,000,000 shares are designated as Series 1 preferred stock, 36,000,000 shares are designated as Series 2 preferred stock,

F-29

103,000,000 shares are designated as Series 3 preferred stock and 500,000 shares are designated as Series X preferred stock.

In May 2008, the Company issued 312,269 shares of Series X preferred stock for $100.00 per share and received cash proceeds of $31.1 million, net of issuance cost of $137,000. In June 2008, the Company issued 1,234 shares of Series X preferred stock in exchange for 283,853 shares of common stock. In December 2009, the Company issued 88,906 shares of Series X preferred stock for $100.00 per share and received cash proceeds of $8.9 million, net of issuance costs of $24,000.

Prior to 2007 and in connection with the issuance of Series 1, 2 and 3 preferred stock, the Company issued warrants for the purchase of shares of common stock. During the year ended December 31, 2009, 250,382 shares were exercised. As of December 31, 2009, 87,891 warrants remain unexercised with an exercise price of $0.15 per share. The remaining weighted average contractual term of these warrants is 0.7 years, however, they expire upon the earlier of a sale or merger of the Company or the closing of an initial public offering resulting in cash proceeds of at least $25.0 million.

The following is the activity of the Company’s redeemable convertible preferred stock for the years ended December 31, 2007, 2008 and 2009 (in thousands, except share amounts):


	Series X (see note A)			Series 3 (see note B)			Series 2 (see note C)			Series 1 (see note D)			Total Amount
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Total Amount

Balances as of January 1, 2007 and December 31, 2007	—	$	—	99,375,521	$	98,480	21,412,050	$	17,054	45,203,027	$	49,255	$	164,789
Issuance of Series X preferred stock, net of stock issuance costs of $137	313,503		31,213	—		—	—		—	—		—		31,213
Accretion of preferred stock to redemption value	—		22	—		406	—		—	—		—		428

Balances as of December 31, 2008	313,503		31,235	99,375,521		98,886	21,412,050		17,054	45,203,027		49,255		196,430
Issuance of Series X preferred stock, net of stock issuance costs of $24	88,906		8,867	—		—	—		—	—		—		8,867
Accretion of preferred stock to redemption value	—		38	—		115	—		—	—		—		153

Balances as of December 31, 2009	402,409	$	40,140	99,375,521	$	99,001	21,412,050	$	17,054	45,203,027	$	49,255	$	205,450

Note A—Liquidation preference $62,701 and $80,482 at December 31, 2008 and 2009, respectively

Note B—Liquidation preference $99,376 at December 31, 2008 and 2009

F-30

Note C— Liquidation preference $28,861 at December 31, 2008 and 2009

Note D—Liquidation preference $49,723 at December 31, 2008 and 2009

Dividends

The holders of shares of Series 3 and Series X preferred stock are entitled to receive dividends at the greater of (a) $0.09 per share per for Series 3 preferred stock and $9.00 per share for Series X preferred stock per annum and (b) the amount of dividends declared pro rata on the common stock and common stock to be issued assuming conversion of all preferred stock, prior and in preference to any declaration or payment of any dividend on the Series 1 preferred stock, the Series 2 preferred stock or the common stock.

After the holders of the Series 3 and Series X preferred stock have received their dividend preferences as noted above, the holders of shares of Series 2 preferred stock and Series 1 preferred stock are entitled to receive dividends, on a pari passu basis, at the rate of $0.12131 per share for Series 2 preferred stock and $0.099 per share for Series 1 preferred stock prior and in preference to any declaration or payment of any dividend on common stock. After the payment of any dividend to the holders of shares of Series 2 preferred stock and Series 1 preferred stock, any further dividend payable, other than in common stock of the Company, shall be payable to holders of the preferred and common stock pro rata based on the number of shares of common stock held by each, assuming conversion of all preferred stock. Such dividends are payable when, as and if declared by the Board of Directors, and are not cumulative. As of December 31, 2009, no dividends had been declared.

No dividends can be paid on the common stock or any other preferred stock unless the holders of Series X and Series 3 preferred stock first or simultaneously receive the amount of the dividends they are entitled to.

Liquidation

In the event of any liquidation, dissolution, change in control or winding up of the Company, whether voluntary or involuntary, the holders of the Series X preferred stock are entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the Series 1 preferred stock, Series 2 preferred stock, Series 3 preferred stock and common stock, an amount equal to: (a) in the case of an acquisition transaction, $200.00 per share (as adjusted for any stock split, dividend, combination or other recapitalization) plus all declared but unpaid dividends on such shares or (b) in the case of any liquidation, dissolution of the Company, $100.00 per share (appropriately adjusted for any stock split, dividend, combination or other recapitalization) plus all declared but unpaid dividends on such shares. In the event that upon liquidation or dissolution, the assets and funds of the Company are insufficient to permit the payment to Series X preferred stockholders of the full preferential amounts, then the entire assets and funds of the Company legally available for distribution are to be distributed ratably among the holders of the Series X preferred stock in proportion to the full preferential amount that each is otherwise entitled to receive.

In the event of any liquidation, dissolution, change in control or winding up of the Company, whether voluntary or involuntary, the holders of shares of Series 3 preferred stock are entitled to receive, prior and in preference to any distribution of any assets of the Company to the holders of Series 1 preferred stock, Series 2 preferred stock and common stock, an amount equal to

F-31

$1.00 per share for each outstanding share of Series 3 preferred stock of the Company (as adjusted for any stock dividends, combinations, or splits) plus any declared but unpaid dividends on such shares. In the event that upon liquidation or dissolution the assets and funds of the Company are insufficient to permit the payment to Series 3 preferred stockholders of the full preferential amounts, then the entire assets and funds of the Company legally available for distribution are to be distributed ratably among the holders of the shares of Series 3 preferred stock in proportion to the full preferential amount that each is otherwise entitled to receive. After the foregoing distributions, the remaining assets will be distributed ratably among the holders of Series 1, 2 and 3 preferred stock and common stock.

In the event of any liquidation, dissolution, change in control or winding up of the Company, whether voluntary or involuntary, and after the completion of the liquidation preference to Series 3 preferred stockholders, the holders of shares of Series 1 preferred stock and Series 2 preferred stock are entitled to receive, prior and in preference to any distribution of any assets of the Company to the holders of common stock, an amount equal to $1.10 per share for each outstanding share of Series 1 preferred stock of the Company (as adjusted for any stock dividends, combinations, or splits) plus any declared but unpaid dividends on such shares and $1.347893 per share for each outstanding share of Series 2 preferred stock of the Company (as adjusted for any stock dividends, combinations, or splits) plus any declared but unpaid dividends on such shares. In the event that upon liquidation or dissolution the assets and funds of the Company are insufficient to permit the payment of Series 1 and Series 2 preferred stockholders of the full preferential amounts, then the entire assets and funds of the Company legally available for distribution are to be distributed ratably among the holders of the shares of Series 1 preferred stock and Series 2 preferred stock in proportion to the full preferential amount each is otherwise entitled to receive.

The Company has presented Series 1, 2, 3 and X preferred stock outside of deficit in the mezzanine section of the consolidated balance sheets, as the shares of Series 1, 2, 3 and X preferred stock have a change in control provision which would result in the shares being deemed to be redeemed upon a change in control, which change in control is not solely within the control of the Company.

The remaining assets, after the above mentioned provisions, will be distributed first, ratably among holders of preferred stock until: (a) Series 1 preferred stockholders have received an aggregate of $2.20 per share, (b) Series 2 preferred stockholders have received an aggregate of $2.695786 per share, (c) Series 3 preferred stockholders have received an aggregate of $2.00 per share, and secondly, among the holders of common stock until they have received an aggregate of $2.0414 per share.

Redemption

At any time after May 30, 2011, one or more holders of Series 3 preferred stock or Series X preferred stock that, together with all holders submitting redemption elections, either (a) own at least 10,000,000 shares of Series 3 preferred stock in the aggregate at the time of delivery of the redemption notice, (b) owned at least 10,000,000 shares of Series 3 preferred stock in the aggregate on June 30, 2006, (c) own at least 100,000 shares of Series X preferred stock in the aggregate at the time of delivery of the redemption notice or (d) owned at least 100,000 shares of Series X preferred stock in the aggregate on June 30, 2008, may redeem up to that number of shares at an amount of $1.00 per share of Series 3 preferred stock and/or $100.00 per share of Series X preferred stock (as adjusted for stock splits, stock dividends, reclassifications or the like)

F-32

plus all declared but unpaid dividends on the shares in three annual installments of 40%, 40% and 20% of the redemption price, respectively. As a result of the redemption provisions of the Series X and Series 3 preferred stock, the Company is required to accrete the carrying value of the preferred stock to its redemption value over the period from issuance through redemption date. As a result, during the years ended December 31, 2008 and 2009, the Company recorded preferred stock accretion of $428,000 and $153,000, respectively, as a charge to additional paid-in capital.

On any redemption date, if the funds of the Company are insufficient to redeem the total number of shares of Series 3 preferred stock or Series X preferred stock to be redeemed on such date, those funds which are legally available will be used to redeem first the maximum possible number of such shares of Series X preferred stock, and second to redeem the maximum possible number of such shares of Series 3 preferred stock. If shares of more than one redeeming holder are to be redeemed on any redemption date, those funds which are legally available will be used to redeem the maximum possible number of shares, allocated ratably among the holders of such shares to be redeemed based upon the total redemption price applicable to the shares of Series X preferred stock and Series 3 preferred stock designated to be redeemed by each redeeming holder. The shares of Series X preferred stock and Series 3 preferred stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein. At any time thereafter when additional funds of the Company are legally available for the redemption of shares of Series X preferred stock and/or Series 3 preferred stock, as applicable, such funds will immediately be used to redeem the balance of the shares which the Company has become obliged to redeem on any redemption date but which it has not redeemed. Through December 31, 2009, there was no Series X preferred stock or Series 3 preferred stock presented for redemption.

Conversion

Each share of preferred stock, at the option of the holder, is convertible into a number of fully paid shares of common stock as determined by dividing the respective preferred stock issue price by the conversion price in effect at the time. The initial conversion price of shares of Series 1 preferred stock, Series 2 preferred stock, Series 3 preferred stock and Series X preferred stock is $1.10, $1.347893, $1.00 and $1.00, respectively, and all series are subject to adjustment in accordance with conversion provisions contained in the Company’s Certificate of Incorporation. Conversion of the Series 1, Series 2, Series 3 and Series X preferred stock is automatic immediately upon the earlier of (a) closing of a firm commitment underwritten public offering which results in aggregate cash proceeds of at least $70,000,000, net of underwriting discounts on commissions, or (b) the date specified by holders of at least 60% of the then outstanding shares of preferred stock on an as converted to common stock.

Series X preferred stock have additional special conversion features related to a subsequent equity financing and a qualified initial public offering.

If the Company issues and sells shares of its equity securities in a single transaction or a series of related transactions (other than a qualified initial public offering) and receives aggregate proceeds from the equity financing of an amount equal to the product of (a) the number of shares of Series X preferred stock then outstanding (adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series X preferred stock) multiplied by (b) $100.00, then the Series X preferred stock shall automatically be converted into fully paid and nonassessable shares of the equity securities issued in the subsequent equity financing. The number of shares of common stock to be issued to holders of Series X preferred stock upon such conversion will be equal to the quotient obtained by dividing (i) the total number of shares of Series X preferred stock

F-33

multiplied by $100.00 (adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series X preferred stock) by (ii) 50% of the price per share of the equity securities sold in the subsequent equity financing, rounded to the nearest whole share.

In the event that the Company issues and sells shares of its common stock in a qualified initial public offering, the Series X preferred stock will automatically be converted into fully paid and nonassessable shares of common stock upon the completion of the qualified initial public offering. The number of shares of common stock to be issued to holders of Series X preferred stock upon such conversion shall be equal to the quotient obtained by dividing (a) the total number of shares of Series X preferred stock held by such holders multiplied by $100.00 (adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series X preferred stock) by (b) 50% of the price per share at which shares of common stock are sold to the public in the qualified initial public offering as printed on the front cover of the Company’s final prospectus for the public offering, rounded to the nearest whole share.

Voting rights

The holder of each share of Series 1, 2, 3 and X preferred stock is entitled to one vote for each share of common stock into which shares of preferred stock could be converted.

10. Common stock

The Company’s Certificate of Incorporation, as amended and restated on May 12, 2008, authorized the Company to issue 350,000,000 shares of common stock with a par value of $0.0001 per share. As of December 31, 2009, the Company had reserved the following shares of authorized but unissued common stock:


Stock options		48,452,563
Warrants		199,960
Reedemable convertible preferred stock⁽¹⁾		206,231,498

Total		254,884,021

(1)

For the purposes of the table above, the Series 1, 2 and 3 preferred stock have been converted on a 1-for-1 basis and the Series X preferred stock has been converted on a 100-for-1 basis.

In 2007, the Company repurchased 35,602 shares of outstanding common stock from stockholders at an average price of $0.19 per share for an aggregate purchase price of $7,000. In 2008, the Company repurchased 277,536 shares of outstanding common stock from stockholders, at an average price of $0.35 per share for an aggregate purchase price of $98,000. In 2009, the Company repurchased 255,171 shares of outstanding common stock from stockholders at an average price of $0.14 per share for an aggregate purchase price of $37,000. The common stock repurchased is removed from common stock outstanding, is not held in treasury stock and is available for reissuance.

11. Equity incentive programs

2004 Stock Option Plan

In March 2004, the Company adopted the 2004 Stock Option Plan (the “2004 Plan”) for the benefit of its eligible employees, consultants and independent directors. The 2004 Plan provides

F-34

for the issuance of options to purchase common stock. Options granted under the 2004 Plan may be either incentive stock options or nonqualified stock options. Under the terms of the Plan, awards may be granted at prices not less than 100% of the fair value of the Company’s common stock, as determined by the Company’s Board of Directors, on the date of grant for an incentive stock option and not less than 85% of the fair value of the Company’s common stock on the date of grant for a non-qualified stock option. Options vest over a period of time as determined by the Board of Directors, generally over a four year period, and expire ten years from date of grant. Subject to adjustment for certain changes in the Company’s capital structure, the maximum aggregate number of shares of common stock that may be issued under the 2004 Plan is 62,963,668.

Stock options granted under the Company’s stock option plan provide employee option holders, if approved by the Company’s Board of Directors, the right to elect to exercise unvested options in exchange for restricted common stock, which are subject to a repurchase right held by the Company at the original issuance price in the event the optionees’ employment is terminated. Any repurchased shares are not returned to the available share pool for future stock option grants. The shares purchased by the employees pursuant to the early exercise of stock options are deemed to be outstanding. Early exercises of options are not deemed to be substantive exercises for accounting purposes. Accordingly, amounts received for early exercises are recorded as a liability. These amounts are reclassified to additional paid-in capital as the underlying options vest. As of December 31, 2008 and 2009, there is a liability related to the issuance of these shares of $103,000 and $60,000, respectively, which is included in the consolidated balance sheets within accrued and other current liabilities.

The activity of nonvested shares for the year ended December 31, 2009, as a result of the early exercise of options granted to employees, is as follows:


	Shares

Balance at December 31, 2008	604,167
Early exercise of options	2,813
Vested during the year	(250,000	)

Balance at December 31, 2009	356,980

The following table summarizes the Company’s stock option activity during the year ended December 31, 2009:


	Options available for grant		Number of outstanding options		Weighted average exercise price

Balance at December 31, 2008	7,749,308		40,940,054		$	0.17
Options granted	(7,112,000	)	7,112,000		$	0.17
Options exercised	—		(236,799	)	$	0.17
Options forfeited or cancelled	9,683,231		(9,683,231	)	$	0.17

Balance at December 31, 2009	10,320,539		38,132,024		$	0.17

F-35

The following table summarizes information about options outstanding as of December 31, 2009:


	Options outstanding
	Number of options	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (in thousands)

Vested and expected to vest	35,246,494	$	0.17	7.6	$	10,888
Exercisable	31,881,058	$	0.17	6.8	$	7,021

The intrinsic value of options vested and expected to vest and exercisable as of December 31, 2009, is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of December 31, 2009. The intrinsic value of exercised options during the year ended December 31, 2007, 2008 and 2009 is $9,000, $1,000 and $72,000, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date.

The fair value of all stock option awards that vested in the year ended December 31, 2009 was $902,000.

The table below summarizes all stock option grants from January 1, 2009 through December 31, 2009:


Grant date	Options granted	Exercise price		Common stock fair value		Stock option fair value

February 26, 2009	550,000	$	0.17	$	0.17	$	0.11
May 28, 2009	6,458,000	$	0.17	$	0.17	$	0.12
August 13, 2009	104,000	$	0.17	$	0.17	$	0.12

	7,112,000

Stock-based compensation

The following tables summarize the components of stock-based compensation expense for the years ended December 31, 2007, 2008 and 2009 (in thousands):


	Years ended December 31,
	2007		2008		2009

Amortization of deferred stock-based compensation	$	498	$	146	$	28
Stock-based compensation recorded at fair value		838		982		953


	$	1,336	$	1,128	$	981


	Years ended December 31,
	2007		2008		2009

Cost of goods sold	$	130	$	125	$	53
Research and development		435		314		228
Sales and marketing		226		177		180
General and administrative		545		512		520


	$	1,336	$	1,128	$	981

F-36

The weighted-average fair value of options granted was $0.13, $0.11 and $0.12 per share for the years ended December 31, 2007, 2008 and 2009, respectively.

At December 31, 2009, there was $1.9 million of unrecognized stock-based compensation expense that will be recognized over the remaining weighted-average period of 2.4 years.

The Company estimated the fair value of employee stock options using a Black-Scholes valuation model with the following assumptions:


	Years ended December 31,
	2007	2008	2009

Weighted-average expected term (years)	5.45	5.84	6.00
Weighted-average volatility	97%	77%	79%
Risk-free interest rate	4.50%-4.67%	2.81%-3.45%	2.15%-3.12%
Expected dividends	0%	0%	0%

Expected term. Given the Company’s limited historical exercise behavior, the expected term of options granted was determined using the “simplified” method. Under this approach, the expected term is presumed to be the average of the vesting term and the contractual term of the option.

Volatility. Since the Company’s common stock is currently not publicly traded and therefore no historical data on volatility of its stock is available, the expected volatility used is based on volatility of similar entities. In evaluating similarity, the Company considered factors such as industry, stage of life cycle, size, and financial leverage.

Risk-free interest rate. The risk-free rate that the Company uses in the Black-Scholes option valuation model is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options.

Expected dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model.

The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. The Company’s estimated forfeiture rate was 8.18%, 10.60% and 6.97% for the years ended December 31, 2007, 2008 and 2009, respectively.

2007 Stock Appreciation Grants Plan

In October 2007, the Company adopted its 2007 Stock Appreciation Grants Plan (the “2007 Plan”). The 2007 Plan provides for the grant of units (“Stock Appreciation Units”) entitling the holder upon exercise to receive cash in an amount equal to the amount by which the Company’s common stock has appreciated in value. Each stock appreciation unit shall entitle a participant to a cash payment in the amount of the excess of the fair market value of a share of common stock on the exercise date over the fair market value of a share of common stock on the award date.

F-37

The total appreciation available to a participant from the exercise of an award is equal to the number of stock appreciation units being exercised, multiplied by the amount of appreciation per stock appreciation unit. The stock appreciation units granted under this Plan are primarily granted to employees or consultants of the Company’s subsidiaries in China.

An award under the plan is not exercisable by any recipient until the earliest to occur of the following: (i) the expiration of the period of time agreed to between the Company’s underwriters and certain stockholders of the Company selected by the underwriters in connection with a public offering of the stock, or (ii) upon the consummation of a change in control, which means a sale of all or substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation or entity. Because neither of these events have occurred and therefore the employees are not able to exercise their units, no compensation expense has been recognized to date relative to these awards.

The activity of stock appreciation units is as follows:


	Units Available for issuance		Units Outstanding

Stock appreciation units authorized	7,413,000		—
Stock appreciation units issued	(1,961,000	)	1,961,000
Stock appreciation units cancelled	4,000		(4,000	)

Balances at December 31, 2007	5,456,000		1,957,000
Stock appreciation units issued	(3,114,520	)	3,114,520
Stock appreciation units cancelled	922,409		(922,409	)

Balances at December 31, 2008	3,263,889		4,149,111
Stock appreciation units issued	(1,668,000	)	1,668,000
Stock appreciation units cancelled	846,111		(846,111	)

Balances at December 31, 2009	2,442,000		4,971,000

The following table summarizes information about stock appreciation units outstanding as of December 31, 2009:


	Number of units	Weighted average grant date common stock fair value		Weighted average remaining contractual term (years)	Aggregate intrinsic value (in thousands)

Balance at December 31, 2009	4,971,000	$	0.17	8.7	$	1,989

The intrinsic value of stock appreciation units is calculated based on the difference between the fair value of the common stock on date of grant and the fair value of the Company’s common stock as of December 31, 2009.

F-38

12. Income taxes

The benefit from (provision for) income taxes is based upon the loss before income taxes as follows (in thousands):


	Years ended December 31,
	2007			2008			2009

U.S. operations	$	(37,395	)	$	(32,693	)	$	(16,751	)
Non-U.S. operations		(3,994	)		2,840			11,806


	$	(41,389	)	$	(29,853	)	$	(4,945	)

The components of the benefit from (provision for) income taxes consist of the following (in thousands):


	Years ended December 31,
	2007			2008		2009

Current:
U.S. Federal tax	$	—		$	238	$	74
U.S. state tax		—			—		—
Non-U.S. foreign tax		(60	)		—		(2,038	)

		(60	)		238		(1,964	)
Deferred:
U.S. Federal tax		—			—		—
U.S. state tax		—			—		—
Non-U.S. foreign tax		(26	)		1,574		62


	$	(86	)	$	1,812	$	(1,902	)

The benefit from (provision for) income taxes differs from the amount obtained by applying the U.S. federal statutory tax rate as follows (in thousands, except percentages):


	Years ended December 31,
	2007			2008			2009

U.S. federal statutory rate		34%			34%			34%
Tax at U.S. federal statutory rate	$	14,072		$	10,101		$	1,720
State income taxes, net of federal benefit		1,939			781			844
Nondeductible expenses		(81	)		481			314
Stock-based compensation		(454	)		(384	)		(218	)
Goodwill impairment		(2,087	)		—			—
Change in valuation allowance		(13,093	)		(10,263	)		(6,120	)
Research and development		615			(43	)		1,390
Foreign rate differences		(1,175	)		1,423			144
Other		178			(284	)		24

	$	(86	)	$	1,812		$	(1,902	)

F-39

Deferred income tax assets and liabilities comprise the following (in thousands):


	December 31,
	2008			2009

Deferred tax assets:
Net operating loss carryforwards	$	45,286		$	47,892
Federal and state credits		3,728			5,093
Reserves, accruals and other		2,245			4,034
Fixed assets		376			817

Total deferred tax assets		51,635			57,836
Valuation allowance		(50,503	)		(56,623	)

Total deferred tax assets, net of valuation allowance		1,132			1,213
Deferred tax liabilities:
Acquired intangible assets		(749	)		(768	)

Net deferred tax assets	$	383		$	445

Reported as:
Current deferred tax assets, included within prepaid expenses and other current assets	$	1,132		$	1,213
Non-current deferred tax liabilities		(749	)		(768	)

Net deferred tax assets	$	383		$	445

The net valuation allowance increased by $6.1 million during the year ended December 31, 2009, primarily due to the increase in the net operating losses and other deferred assets.

As of December 31, 2009, the Company had net operating loss, or NOL, carryforwards for federal and state tax purposes of $130.8 million and $85.4 million, respectively. If not utilized, the federal and state net operating losses expire starting in 2010. The Company also had federal and state research credit carryovers of $1.9 million and $4.8 million, respectively. The federal research credits expire beginning in 2018. The state research credit has no expiration. Utilization of the NOL and tax credit carryforwards are subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carryforwards before utilization.

The deferred tax assets listed above do not include NOL carryforwards that are expected to expire unutilized as a result of existing ownership changes.

The Company has no present intention of remitting undistributed earnings of foreign subsidiaries, and, accordingly, no deferred tax liability has been established relative to these earnings. Determination of the amount of unrecognized deferred tax liability on these undistributed earnings is not practicable. As of December 31, 2009, the Company’s undistributed earnings of foreign subsidiaries was $0.2 million.

F-40

In 2008 and 2009, certain of the Company’s subsidiaries benefited from various tax incentives, including tax holidays and reduced tax rates ranging from 15% to 20%, for operating in special economic zones or for engaging in certain qualifying business activities in China. The Company realized benefits from the reduced tax rate for the years ended December 31, 2008 and 2009 as follows:


	Years ended December 31,
	2008			2009

Tax provision (benefit) for China entities at statutory rate of 25%	$	(81	)	$	2,196
Tax provision (benefit) for China entities included in the consolidated statement of operations		(241	)		1,228

Tax benefit from preferential tax rate	$	160		$	968

Shares used to compute impact of tax benefits per basic and diluted share		48,103,540			47,827,916

Impact of tax benefits per basic and diluted share	$	0.00		$	0.02

Prior to January 1, 2008, entities established in China were generally subject to a 30% state and 3% local enterprise income tax rate. In accordance with the China Income Tax Law for Enterprises with Foreign Investment and Foreign Enterprises, effective through December 31, 2007, the Company’s China subsidiaries enjoyed preferential income tax rates. Effective January 1, 2008, the China Enterprise Income Tax Law, or the EIT law, imposes a single uniform income tax rate of 25% on all China enterprises, including FIEs, and eliminates or modifies most of the tax exemptions, reductions and preferential treatment available under the previous tax laws and regulations. As a result, the Company’s China subsidiaries may be subject to the uniform income tax rate of 25% unless they are able to qualify for preferential status. Currently, they have qualified for a preferential 15% tax rate that is available for new and high technology enterprises. The preferential rate applies to 2008, 2009 and 2010. The Company intends to reapply for the preferential rate for 2011. If approved, the rate will remain at 15%, otherwise, the rate will be 24% for 2011 and 25% thereafter.

On January 1, 2007, the Company adopted revised authoritative guidance which clarified the accounting for uncertainty in tax positions. The guidance defines the confidence level that a tax position must meet in order to be recognized in the financial statements and requires that the tax effects of a position be recognized only if it is “more likely than not” to be sustained based solely on its technical merits as of the reporting date. Additionally, the guidance provides direction on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

As a result of the implementation of this new guidance, no cumulative adjustments to accumulated deficit were recorded upon adoption. At the adoption date of January 1, 2007, the Company had $1.1 million of unrecognized tax benefits, none of which would affect its effective tax rate if recognized. At December 31, 2009, the Company had $4.1 million of unrecognized tax benefits, $169,000 of which would affect its effective tax rate if recognized.

F-41

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):


Balance at January 1, 2007	$	1,059

Gross increases for tax positions of prior years		—
Gross increases for tax positions of current year		331

Balance at December 31, 2007		1,390

Gross increases for tax positions of prior years		—
Gross increases for tax positions of current year		262

Balance at December 31, 2008		1,652

Gross increases for tax positions of prior years		—
Gross increases for tax positions of current year		2,439

Balance at December 31, 2009	$	4,091

The Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of its income tax provision. For all years presented, the Company recognized no interest and penalties related to uncertain tax positions, as the uncertain tax position balances offset deferred tax assets, which are subject to a valuation allowance.

Uncertain tax positions relate to potential obligations related to permanent establishment in the Company’s global subsidiaries and to the determination of the research and experimental tax credit. The Company does not consider that it is reasonably possible that there will be a material change in its uncertain tax positions in the next 12 months.

The Company files income tax returns in the U.S federal jurisdiction and various states and foreign jurisdictions. As of December 31, 2009, the Company’s federal returns for the year ended December 31, 2006 through the current period and most state returns for the year ended December 31, 2005 through the current period are still open to examination. In addition, all of the net operating losses and research and development credit carryforwards that may be utilized in future years are still subject to examination. The Company is not currently subject to U.S. federal, state and local, or non-U.S. income tax examinations by any tax authorities.

13. Noncontrolling interests

From February 2005 through March 2006, the Company acquired substantially all of the outstanding shares of NeoPhotonics (China) Co., Ltd. (NeoPhotonics China), a Company based in China that is a manufacturer of active optoelectronics components, optical subassemblies and transceivers. The remaining 0.4% of the outstanding shares were held by a noncontrolling shareholder and therefore represented a noncontrolling interest in NeoPhotonics China. As of December 31, 2008, NeoPhotonics China owned 90% of the shares of Shenzhen Photon Broadband Technology Co., Ltd. (Broadband), a Company based in China. In March 2009, the Company acquired the remaining 10% of outstanding shares of Broadband for $0.7 million, which was $0.3 million greater than the carrying value of the noncontrolling interest and therefore, the transaction was recorded as a reduction to NeoPhotonics China’s noncontrolling interest for the carrying amount and a reduction to additional paid-in capital for the excess amount paid. After the transaction, NeoPhotonics China owned 100% of Broadband.

F-42

As of December 31, 2009, the Company had a joint venture interest in Archcom, whereby the Company owned 55% of the joint venture and Archcom Technology Limited owned 45% of the joint venture. The joint venture was consolidated, with 45% representing a noncontrolling interest in Archcom. In November 2009, the Company entered into an agreement with Archcom Technology Limited to sell its 55% ownership interest, including certain equipment held by the joint venture, for $1.1 million. Half of the amount, or $550,000, was paid to the Company in December 2009 and the rest was paid in March 2010 upon closing.

14. Segment reporting

The Company operates in one reportable segment. The Company’s Chief Executive Officer, who is considered to be the chief operating decision maker, manages the Company’s operations as a whole and reviews financial information presented on a consolidated basis, accompanied by information about product revenue, for purposes of evaluating financial performance and allocating resources.

The following tables set forth the Company’s revenue and asset information by geographic region. Revenue is classified based on the location of the customer. Long-lived assets in the tables below comprise only property, plant and equipment (in thousands):


	Years ended December 31,
	2007		2008		2009


Revenue:
China	$	45,409	$	72,080	$	105,607
United States		15,957		17,319		13,498
Japan		13,466		17,363		13,245
Other		20,993		27,227		22,712

Total revenue	$	95,825	$	133,989	$	155,062


	December 31,
	2008		2009

Long-lived assets:
China	$	30,343	$	27,538
United States		9,294		7,763

Total long-lived assets	$	39,637	$	35,301

F-43

15. Restructuring

During the third quarter of 2008, the Company initiated a restructuring plan as part of a companywide cost saving initiative aimed to reduce operating costs primarily by moving manufacturing operations from the United States to China to capitalize on synergies and operational efficiencies. The Company recorded $1.3 million of expense for severance costs resulting from involuntary termination of 170 employees located in the United States and China and $126,000 of expense related to facility closure. The Company’s restructuring charges are presented as a separate line within operating expense in the consolidated statement of operations. The following table summarized the restructuring activity for the periods presented (in thousands):


Restructuring accrual:
Charges	$	1,383
Payments		(965	)

Restructuring accrual at December 31, 2008		418
Payments		(418	)

Restructuring accrual at December 31, 2009	$	—

16. Subsequent events

In January 2010, the Company issued 60,027 shares of Series X preferred stock for $100.00 per share and received cash proceeds of $6.0 million.

In January 2010, the Company granted 7,753,500 stock options with a weighted average exercise price of $0.49 per share, exercisable into an equal number of shares of common stock.

In March 2010, the Company received foreign regulatory approval for completion of the sale of its ownership interest in Archcom. The Company received the remaining $550,000 of the sale consideration upon completion of the sale on March 31, 2010.

On January 5, 2010, Finisar Corporation, or Finisar, filed a complaint in the United States District Court for the Northern District of California against Source Photonics, Inc., MRV Communications, Inc., Oplink Communications, Inc. and the Company, or collectively, the co-defendants. In the complaint, Finisar alleges infringement of certain of its U.S. patents arising from the co-defendants’ respective manufacture, importation, use, sale of or offer to sell certain optical transceiver products. Finisar seeks to recover unspecified damages, up to treble the amount of actual damages, together with attorneys’ fees, interest and costs. Finisar has alleged that at least some of the patents asserted are a part of certain digital diagnostic standards for optoelectronics transceivers, and, therefore, are being utilized in such digital diagnostic standards. On March 23, 2010, the Company filed an answer to the complaint and counterclaims, asserting two claims of patent infringement and additional claims asserting that Finisar has violated state and federal competition laws. The Company believes that is has meritorious defenses to the infringement allegations and intends to defend the lawsuit vigorously. The Company has not accrued for any loss related to this litigation, as the Company does not consider it to be probable.

F-44

market for optical transceivers in the United States, which may have a material adverse effect on our results of operations and financial condition, or otherwise materially harm our business.

The Company has evaluated subsequent events from January 1, 2010 through April 15, 2010, the date of the issuance of the consolidated financial statements.

F-45

LOGO

shares

LOGO

Common stock

Prospectus



J.P. Morgan		Deutsche Bank Securities



Piper Jaffray		Thomas Weisel Partners LLC

Morgan Keegan & Company, Inc.		ThinkEquity LLC

, 2010

Until , 2010, all dealers that buy, sell or trade in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Part II

Information not required in the prospectus

Item 13. Other expenses of issuance and distribution.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, to be paid by the registrant in connection with the sale of the shares of common stock being registered hereby. All amounts are estimates except for the SEC registration fee and the FINRA filing fee.


	Amount paid or to be paid

SEC registration fee	$	8,199.50
FINRA filing fee		12,000.00
Initial New York Stock Exchange listing fee		*
Printing and engraving		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue sky fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous		*

Total	$	*

To be filed by amendment.

Item 14. Indemnification of directors and officers.

We are incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

As permitted by the Delaware General Corporation Law, our certificate of incorporation includes a provision that eliminates, to the fullest extent permitted by law, the personal liability of a director for monetary damages resulting from breach of his fiduciary duty as a director.

As permitted by the Delaware General Corporation Law, our bylaws provide that:

•

we are required to indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law;

•

we may indemnify our other employees and agents as provided in indemnification contracts entered into between us and our employees and agents;

•

we are required to advance expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law; and

•

the rights conferred in the bylaws are not exclusive.

II-1

Our policy is to enter into separate indemnification agreements with each of our directors and officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the Delaware General Corporation Law and also provide for certain additional procedural protections. We currently carry liability insurance for our directors and officers. At present, there is no pending litigation or proceeding involving a director or officer of NeoPhotonics Corporation regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

These indemnification provisions and the indemnification agreements entered into between us and our officers and directors may be sufficiently broad to permit indemnification of our officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

The Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement provides for indemnification by the underwriters of us, the selling stockholders and our directors and officers for certain liabilities under the Securities Act, or otherwise.

Item 15. Recent sales of unregistered securities.

Since January 1, 2007, we have made sales of the following unregistered securities:

(1) From January 1, 2007 through March 31, 2010, we sold and issued to our employees and consultants or former service providers an aggregate of 3,428,234 shares of common stock pursuant to option exercises under the 2004 stock option plan at prices ranging from $0.15 to $0.1859 per share for an aggregate purchase price of $593,999. The issuances of securities to individuals outside of the United States were deemed to be exempt from registration under the Securities Act in reliance on Regulation S promulgated under the Securities Act.

(2) From January 1, 2007 through March 31, 2010, we granted options under our 2004 stock option plan to purchase 52,403,966 shares of common stock to our employees and consultants, at prices ranging from $0.17 to $0.56 per share to an aggregate number of 454 individuals. The grants of options to individuals outside of the United States were deemed to be exempt from registration under the Securities Act in reliance on Regulation S promulgated under the Securities Act.

(3) From January 1, 2007 through March 31, 2010, we granted 8,849,520 stock appreciation units under our 2007 stock appreciation grants plan to our officers, employees and consultants in China, at prices ranging from $0.17 to $0.56 per share for to an aggregate number of 701 individuals. The issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Regulation S promulgated under the Securities Act.

(4) On June 28, 2007, we granted stock options to purchase an aggregate of 331,000 shares of our common stock at an exercise price of $0.17 per share to a total of six former employees and consultants. As of March 31, 2010, stock options to purchase 260,000 shares of our common stock remain outstanding.

(5) On October 15, 2007, we sold and issued 10,000 shares of common stock to a service provider at $0.17 per share, for a total consideration of $1,700.00, paid in services rendered, pursuant to the exercise of a stock purchase right to purchase 10,000 shares of common stock granted to such party on July 24, 2007.

II-2

(6) On December 30, 2007, we issued a warrant to purchase 112,069 shares of common stock to a lender at an exercise price of $1.16 per share. The warrant may be exercised at any time prior to its termination date, which is December 20, 2014.

(7) From May 2008 through January 2010, we sold an aggregate of 462,436 shares of our Series X preferred stock to 63 accredited investors at $100.00 per share for an aggregate purchase price of $46.2 million. Upon completion of this offering, these shares of Series X preferred stock will convert to shares of common stock based on a predetermined formula whereby the number of shares of common stock issued to each holder shall be the quotient obtained by (i) dividing the total number of shares of Series X preferred multiplied by $100.00 (appropriately adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series X preferred stock) by (ii) 50% of the price per share at which shares of common stock are sold to the public in this offering.

(8) From January 1, 2007 through March 31, 2010, we sold and issued an aggregate of 280,808 shares of common stock to holders of our stock warrants pursuant to the exercise of such warrants with a weighted average exercise price of $0.15 per share.

No underwriters were involved in the foregoing sales of securities.

Except as indicated above, the offers, sales and issuances of the securities described in Item 15(1) and 15(2) were deemed to be exempt from registration under the Securities Act under either (1) Rule 701 promulgated under the Securities Act as offers and sale of securities pursuant to certain compensatory benefit plans and contracts relating to compensation in compliance with Rule 701 or (2) Section 4(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients of securities in each of these transactions represented their intention to acquire the securities for investment only and not with view to or for sell in connection with any distribution thereof and appropriate legends were affixed to the share certificates and instruments issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us.

The offers, sales, and issuances of the securities described in Items 15(4) through 15(7) were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sell in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.

II-3

Item 16. Exhibits and financial statement schedules.

(a) Exhibits.


Exhibit no.		Description of exhibit


1.1	*	Form of Underwriting Agreement.

3.1		Amended and Restated Certificate of Incorporation of NeoPhotonics Corporation, as currently in effect.

3.2	*	Form of Amended and Restated Certificate of Incorporation of NeoPhotonics Corporation to be filed with the Delaware Secretary of State prior to closing of this offering to effect a reverse stock split.

3.3	*	Form of Amended and Restated Certificate of Incorporation of NeoPhotonics Corporation, to be effective immediately upon the closing of this offering.

3.4		Bylaws of NeoPhotonics Corporation, as currently in effect.

3.5	*	Form of Amended and Restated Bylaws of NeoPhotonics Corporation, to be effective upon the closing of this offering.

4.1	*	Specimen Common Stock Certificate of NeoPhotonics Corporation.

4.2		2008 Investors’ Rights Agreement by and between NeoPhotonics Corporation and the investors listed on Exhibit A thereto, dated May 14, 2008.

4.3		Warrant to Purchase Common Stock by and between NeoPhotonics Corporation and Comerica Bank, dated December 20, 2007.

5.1	*	Form of Opinion of Cooley Godward Kronish LLP.

10.1		Form of Indemnification Agreement entered into by and between NeoPhotonics Corporation and each of its directors and officers.

10.2		NeoPhotonics Corporation 2004 Stock Option Plan, as amended, and related documents.

10.3		NeoPhotonics Corporation 2007 Stock Appreciation Grants Plan and related documents.

10.4		2010 Equity Incentive Plan and forms of agreement thereunder to be in effect upon the completion of this offering.

10.5		2010 Employee Stock Purchase Plan to be in effect upon the completion of this offering.

10.6		Lease by and between BRE/PCCP Orchard, LLC and NeoPhotonics Corporation, dated April 7, 1999 with the Summary of Basic Lease Terms and Addendum No. 1 to Lease, as amended by First Amendment to Lease dated November 22, 2002, the Second Amendment to Lease dated December 15, 2003 and the Third Amendment to Lease dated March 13, 2007.

10.7		Loan and Security Agreement by and between NeoPhotonics Corporation and Comerica Bank, dated December 20, 2007 as amended by First Amendment dated December 18, 2008 and December 11, 2009.

10.8	**	Property Lease Contract by and between Shenzhen Photon Broadband Technology Co., Ltd. and Shenzhen Hivac Vacuum Photo-Electronics Co., Ltd. dated December 10, 2009.

10.9	**	Maximum Comprehensive Credit Line Contract and Maximum Mortgage Contract by and between Agricultural Bank of China and NeoPhotonics (China) Co., Ltd. dated November 3, 2008 and December 25, 2008, respectively.

II-4


Exhibit no.		Description of exhibit


10.10**		Loan Contract by and between Agricultural Bank of China and NeoPhotonics (China) Co., Ltd. dated February 13, 2009.

10.11**		Loan Contract by and between Agricultural Bank of China and NeoPhotonics (China) Co., Ltd. dated April 7, 2009.

10.12**		Short Term Loan Agreement by and between Shanghai Pudong Development Bank Co., Ltd. and Shenzhen Photon Broadband Technology Co., Ltd. dated May 13, 2009. Accounts Receivable Pledge Contract.

10.13**		Accounts Receivable Pledge Contract by and between Shanghai Pudong Development Bank Co., Ltd. and Shenzhen Photon Broadband Technology Co., Ltd. dated April 30, 2009.

10.14**		Short Term Loan Agreement by and between Shanghai Pudong Development Bank Co., Ltd. and Shenzhen Photon Broadband Technology Co., Ltd. dated September 15, 2009.

10.15**		Comprehensive Credit Line Contract, as supplemented, by and between CITIC Bank Ltd and NeoPhotonics (China) Co., Ltd. dated October 26, 2009.

10.16**		RMB Loan Contract by and between CITIC Bank Ltd and NeoPhotonics (China) Co., Ltd. dated November 23, 2009.

10.17		Employment Letter by and between NeoPhotonics Corporation and Timothy S. Jenks, dated March 30, 2010.

10.18		Offer Letter by and between NeoPhotonics Corporation and James D. Fay, dated March 9, 2007.

10.19		Offer Letter by and between NeoPhotonics Corporation and Dr. Wupen Yuen, dated January 2, 2005.

10.20**		Offer Letter by and between NeoPhotonics (China) Co., Ltd. and Chi Yue “Raymond” Cheung, dated August 14, 2007.

10.21		Amended and Restated Severance Agreement by and between NeoPhotonics Corporation and Timothy S. Jenks dated April 13, 2010.

10.22		Amended and Restated Severance Agreement by and between NeoPhotonics Corporation and James D. Fay, dated April 13, 2010.

10.23		Severance Agreement by and between NeoPhotonics Corporation and Benjamin L. Sitler dated April 14, 2010.

10.24		Amended and Restated Severance Agreement by and between NeoPhotonics Corporation and Dr. Wupen Yuen, dated April 13, 2010.

10.25		NeoPhotonics Corporation Non-Employee Director Compensation Policy to be in effect upon completion of this offering.

21.1		List of subsidiaries of NeoPhotonics Corporation

23.1*		Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1).

23.2		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

24.1		Power of Attorney (see pages II-8 and II-9).

To be filed by amendment.

Translation to English of an original Chinese document.

II-5

(b) Financial Statement Schedules.

Financial statement schedules have been omitted, as the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto appearing in the prospectus made part of this registration statement.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing, specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of

II-6

prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of this registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-7

Signatures

Pursuant to the requirements of the Securities Act of 1933, we have duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 15^th day of April, 2010.


NeoPhotonics Corporation

By:		/S/ TIMOTHY S. JENKS

		Timothy S. Jenks President, Chief Executive Officer and Chairman of the Board of Directors

Power of attorney

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy S. Jenks and James D. Fay, jointly and severally, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-1 of NeoPhotonics Corporation and any or all amendments (including post-effective amendments) thereto and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date


/S/ TIMOTHY S. JENKS Timothy S. Jenks	President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	April 15, 2010

/S/ JAMES D. FAY James D. Fay	Chief Financial Officer (Principal Financial and Accounting Officer)	April 15, 2010

/S/ BANDEL L. CARANO Bandel L. Carano	Director	April 15, 2010

/S/ STEPHEN T. JURVETSON Stephen T. Jurvetson	Director	April 15, 2010

/S/ ALLAN KWAN Allan Kwan	Director	April 15, 2010

II-8


Signature	Title	Date


/S/ BJÖRN OLSSON Björn Olsson	Director	April 15, 2010

/S/ YAT BUN PENG Yat Bun Peng	Director	April 15, 2010

/S/ MICHAEL J. SOPHIE Michael J. Sophie	Director	April 15, 2010

/S/ T. PETER THOMAS T. Peter Thomas	Director	April 15, 2010

/S/ LEE SEN TING Lee Sen Ting	Director	April 15, 2010

II-9

Exhibit index


Exhibit no.		Description of exhibit


1.1*		Form of Underwriting Agreement.

3.1		Amended and Restated Certificate of Incorporation of NeoPhotonics Corporation, as currently in effect.

3.2*		Form of Amended and Restated Certificate of Incorporation of NeoPhotonics Corporation to be filed with the Delaware Secretary of State prior to closing of this offering to effect a reverse stock split.

3.3*		Form of Amended and Restated Certificate of Incorporation of NeoPhotonics Corporation, to be effective immediately upon the closing of this offering.

3.4		Bylaws of NeoPhotonics Corporation, as currently in effect.

3.5*		Form of Amended and Restated Bylaws of NeoPhotonics Corporation, to be effective upon the closing of this offering.

4.1*		Specimen Common Stock Certificate of NeoPhotonics Corporation.

4.2		2008 Investors’ Rights Agreement by and between NeoPhotonics Corporation and the investors listed on Exhibit A thereto, dated May 14, 2008.

4.3		Warrant to Purchase Common Stock by and between NeoPhotonics Corporation and Comerica Bank, dated December 20, 2007.

5.1*		Form of Opinion of Cooley Godward Kronish LLP.

10.1		Form of Indemnification Agreement entered into by and between NeoPhotonics Corporation and each of its directors and officers.

10.2		NeoPhotonics Corporation 2004 Stock Option Plan, as amended, and related documents.

10.3		NeoPhotonics Corporation 2007 Stock Appreciation Grants Plan and related documents.

10.4		2010 Equity Incentive Plan and forms of agreement thereunder to be in effect upon the completion of this offering.

10.5		2010 Employee Stock Purchase Plan to be in effect upon the completion of this offering.

10.6		Lease by and between BRE/PCCP Orchard, LLC and NeoPhotonics Corporation, dated April 7, 1999 with the Summary of Basic Lease Terms and Addendum No. 1 to Lease, as amended by First Amendment to Lease dated November 22, 2002, the Second Amendment to Lease dated December 15, 2003 and the Third Amendment to Lease dated March 13, 2007.

10.7		Loan and Security Agreement by and between NeoPhotonics Corporation and Comerica Bank, dated December 20, 2007 as amended by First Amendment dated December 18, 2008 and December 11, 2009.

10.8**		Property Lease Contract by and between Shenzhen Photon Broadband Technology Co., Ltd. and Shenzhen Hivac Vacuum Photo-Electronics Co., Ltd. dated December 10, 2009.

10.9**		Maximum Comprehensive Credit Line Contract and Maximum Mortgage Contract by and between Agricultural Bank of China and NeoPhotonics (China) Co., Ltd. dated November 3, 2008 and December 25, 2008, respectively.

10.10**		Loan Contract by and between Agricultural Bank of China and NeoPhotonics (China) Co., Ltd. dated February 13, 2009.


Exhibit no.		Description of exhibit


10.11**		Loan Contract by and between Agricultural Bank of China and NeoPhotonics (China) Co., Ltd. dated April 7, 2009.

10.12**		Short Term Loan Agreement by and between Shanghai Pudong Development Bank Co., Ltd. and Shenzhen Photon Broadband Technology Co., Ltd. dated May 13, 2009. Accounts Receivable Pledge Contract.

10.13**		Accounts Receivable Pledge Contract by and between Shanghai Pudong Development Bank Co., Ltd. and Shenzhen Photon Broadband Technology Co., Ltd. dated April 30, 2009.

10.14**		Short Term Loan Agreement by and between Shanghai Pudong Development Bank Co., Ltd. and Shenzhen Photon Broadband Technology Co., Ltd. dated September 15, 2009.

10.15**		Comprehensive Credit Line Contract, as supplemented, by and between CITIC Bank Ltd and NeoPhotonics (China) Co., Ltd. dated October 26, 2009.

10.16**		RMB Loan Contract by and between CITIC Bank Ltd and NeoPhotonics (China) Co., Ltd. dated November 23, 2009.

10.17		Employment Letter by and between NeoPhotonics Corporation and Timothy S. Jenks, dated March 30, 2010.

10.18		Offer Letter by and between NeoPhotonics Corporation and James D. Fay, dated March 9, 2007.

10.19		Offer Letter by and between NeoPhotonics Corporation and Dr. Wupen Yuen, dated January 2, 2005.

10.20**		Offer Letter by and between NeoPhotonics (China) Co., Ltd. and Chi Yue “Raymond” Cheung, dated August 14, 2007.

10.21		Amended and Restated Severance Agreement by and between NeoPhotonics Corporation and Timothy S. Jenks dated April 13, 2010.

10.22		Amended and Restated Severance Agreement by and between NeoPhotonics Corporation and James D. Fay, dated April 13, 2010.

10.23		Severance Agreement by and between NeoPhotonics Corporation and Benjamin L. Sitler dated April 14, 2010.

10.24		Amended and Restated Severance Agreement by and between NeoPhotonics Corporation and Dr. Wupen Yuen, dated April 13, 2010.

10.25		NeoPhotonics Corporation Non-Employee Director Compensation Policy to be in effect upon completion of this offering.

21.1		List of subsidiaries of NeoPhotonics Corporation

23.1*		Consent of Cooley Godward Kronish LLP (included in Exhibit 5.1).

23.2		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

24.1		Power of Attorney (see pages II-8 and II-9).

To be filed by amendment.

Translation to English of an original Chinese document.

EX-3.1 2 dex31.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEOPHOTONICS CORP. Amended and Restated Certificate of Incorporation of NeoPhotonics Corp.

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

NEOPHOTONICS CORPORATION

The undersigned, Timothy S. Jenks and John H. Sellers hereby certify that:

1. They are the duly elected and acting President and Secretary, respectively, of NeoPhotonics Corporation, a Delaware corporation.

2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on October 31, 1996 under the name “NanoGram Corporation.”

3. The Certificate of Incorporation of this corporation shall be amended and restated to read in full as follows:

ARTICLE I

The name of this corporation is NeoPhotonics Corporation (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

(A) Classes of Stock. This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares that this Corporation is authorized to issue is Five Hundred Thirty Five Million Five Hundred Thousand (535,500,000) shares, each with a par value of $0.0001 per share. Three Hundred Fifty Million (350,000,000) shares shall be Common Stock and One Hundred Eighty-Five Million Five Hundred Thousand (185,500,000) shares shall be Preferred Stock.

(B) Rights, Preferences and Restrictions of Preferred Stock. The Preferred Stock authorized by this Amended and Restated Certificate of Incorporation (the “Restated Certificate”) may be issued from time to time in one or more series. The first series of Preferred Stock shall be designated “Series 1 Preferred Stock” and shall consist of Forty-Six Million (46,000,000) shares. The second series of Preferred Stock shall be designated “Series 2 Preferred Stock” and shall consist of Thirty-Six Million (36,000,000) shares. The third series of Preferred

Stock shall be designated “Series 3 Preferred Stock” and shall consist of One Hundred Three Million (103,000,000) shares. The fourth series of Preferred Stock shall be designated “Series X Preferred Stock” and shall consist of Five Hundred Thousand (500,000) shares. The rights, preferences, privileges, and restrictions granted to and imposed on the Preferred Stock are as set forth below in this Article IV(B).

1. Dividend Provisions.

(a) The holders of shares of Series 3 Preferred Stock and Series X Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Corporation) on the Series 1 Preferred Stock, the Series 2 Preferred Stock or the Common Stock of the Corporation, equal to the greater of:

(i) (A) $0.090 per share (as adjusted for stock splits, stock dividends or similar events with respect to such shares) per annum with respect to each share of Series 3 Preferred Stock and (B) $9.00 per share (as adjusted for stock splits, stock dividends or similar events with respect to such shares) per annum with respect to each share of Series X Preferred Stock; and

(ii) the amount of dividends declared pro rata on the Common Stock and the Preferred Stock treating the Preferred Stock as the greatest whole number of shares of Common Stock then issuable upon conversion of such Preferred Stock pursuant to Article IV(B)(2) hereof.

Such dividends are payable when, as and if declared by the Board of Directors, and shall not be cumulative.

(b) After the holders of the Series 3 Preferred Stock and Series X Preferred Stock have received their dividend preferences as set forth in Article IV(B)(1)(a) above, the holders of the Series 1 Preferred Stock and Series 2 Preferred Stock shall be entitled to receive dividends, on a pari passu basis, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Corporation) on the Common Stock of the Corporation, at the rate of (i) $0.099 per share (as adjusted for stock splits, stock dividends or similar events with respect to such shares) per annum with respect to each share of Series 1 Preferred Stock, and (ii) $0.12131 per share (as adjusted for stock splits, stock dividends or similar events with respect to such shares) per annum with respect to each share of Series 2 Preferred Stock, all of which may be payable when, as and if declared by the Board of Directors. Such dividends shall not be cumulative.

(c) After the payment of dividends to the holders of shares of Series 3 Preferred Stock, Series X Preferred Stock, Series 1 Preferred Stock and Series 2 Preferred Stock pursuant to Article IV(B)(1)(a) and (b), any further dividend (payable other than in Common Stock of the Corporation or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Corporation) shall be payable to the holders of the Preferred Stock and the Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Preferred Stock).

(d) For the avoidance of doubt, in no event shall dividends be declared or paid on the Common Stock or any other Preferred Stock unless the holders of the Series 3 Preferred Stock and Series X Preferred Stock shall be entitled to first receive or simultaneously receive the amount of dividends as contemplated herein.

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(e) If the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each such case the holders of the Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

(f) If and to the extent the Corporation may from time to time be or become subject to certain provisions of the California General Corporation Law (the “CGCL”) pursuant to the operation of Section 2115 thereof, as authorized by Section 402.5(c) of the CGCL, Sections 502 and 503 of the CGCL shall not apply with respect to payments made by the Corporation in connection with (i) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (ii) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right, or (iii) repurchases of capital stock of the Corporation in connection with the settlement of disputes with any stockholder, or (iv) any other repurchase or redemption of capital stock of the Corporation approved by the holders of at least a majority of the then outstanding shares of Preferred Stock, voting together as a class and on an as-converted to Common Stock basis.

(g) Dividends may be declared only with unanimous consent of the Board of Directors, provided, however, that this Article IV(B)(1)(g) shall not apply to payments made by the Corporation in connection with the stock repurchases or redemptions set forth in Article IV(B)(1)(f) above or to distributions pursuant to a “Liquidation Transaction” as set forth in Article IV(B)(2) below.

2. Liquidation Preference.

(a) Series X Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Series X Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of the Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and Common Stock by reason of their ownership thereof, an amount per share equal to: (i) in the case of an Acquisition Transaction (as defined below), $200.00 per share (appropriately adjusted for any stock split, dividend, combination or other recapitalization) plus all declared but unpaid dividends for each share of Series X Preferred Stock then held by them, or (ii) in the case of any liquidation, dissolution or winding up of the Corporation that is not an Acquisition Transaction, $100.00 per share (appropriately adjusted for any stock split, dividend, combination or other recapitalization) plus all declared but unpaid dividends for each share of Series X Preferred Stock then held by them. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series X Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series X Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

-3-

(b) Series 3 Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, upon the completion of the distributions required by Article IV(B)(2)(a), the holders of the Series 3 Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of the Series 1 Preferred Stock, Series 2 Preferred Stock and Common Stock by reason of their ownership thereof, an amount per share equal to $1.00 per share (appropriately adjusted for any stock split, dividend, combination or other recapitalization) plus all declared but unpaid dividends for each share of Series 3 Preferred Stock then held by them. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series 3 Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series 3 Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

(c) Series 1 and Series 2 Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, upon the completion of the distributions required by Articles IV 2(a) and 2(b), the holders of the Series 1 Preferred Stock and Series 2 Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of the Common Stock by reason of their ownership thereof, an amount per share equal to (i) $1.10 per share (appropriately adjusted for any stock split, dividend, combination or other recapitalization) plus all declared but unpaid dividends for each share of Series 1 Preferred Stock then held by them, and (ii) $1.347893 per share (appropriately adjusted for any stock split, dividend, combination or other recapitalization) plus all declared but unpaid dividends for each share of Series 2 Preferred Stock then held by them. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series 1 Preferred Stock and Series 2 Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series 1 Preferred Stock and Series 2 Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

(d) Remaining Assets. Upon the completion of the distributions required by Articles IV 2(a), 2(b) and 2(c) above, the remaining assets of the Corporation available for distribution to stockholders, if any, shall be distributed as follows:

(i) First, ratably among the holders of the Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and the Common Stock based on the respective liquidation preference of each series of the Preferred Stock as provided in Articles IV 2(b) and 2(c) above and the liquidation preference of the Common Stock as provided in Article IV(B)(2)(d)(iv) below until the holders of the Preferred Stock have received:

(A) in the case of the Series 1 Preferred Stock, an aggregate of $2.20 per share (as adjusted for stock splits, stock dividends, reclassifications and the like) of Series 1 Preferred Stock then held by them (including amounts paid pursuant to Article IV(B)(2)(c)(i) above);

(B) in the case of the Series 2 Preferred Stock, an aggregate of $2.695786 per share (as adjusted for stock splits, stock dividends, reclassifications and the like) of Series 2 Preferred Stock then held by them (including amounts paid pursuant to Article IV(B)(2)(c)(ii) above); and

-4-

(C) in the case of the Series 3 Preferred Stock, an aggregate of $2.00 per share (as adjusted for stock splits, stock dividends, reclassifications and the like) of Series 3 Preferred Stock then held by them (including amounts paid pursuant to Article IV(B)(2)(b) above).

(ii) Second, ratably among the holders of the Common Stock until they have received an aggregate of $2.0414 per share (as adjusted for stock splits, stock dividends, reclassifications and the like) (including amounts paid pursuant to Article IV(B)(2)(d)(i) above); and

(iii) Thereafter, ratably among the holders of the Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and the Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such shares of Preferred Stock into Common Stock).

(e) For purposes of this Article IV(B)(2), a liquidation, dissolution or winding up of the Corporation (any such transaction, a “Liquidation Transaction”) shall be deemed to be occasioned by, or to include: (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation); (ii) an exclusive license of all or substantially all of the Corporation’s intellectual property (or the intellectual property held by subsidiaries of the Corporation if such intellectual property, in the aggregate, constitutes all or substantially all of the intellectual property of the Corporation and its subsidiaries, taken as a whole), except to the Corporation or a wholly-owned subsidiary of the Corporation, (iii) the merger, reorganization or consolidation of the Corporation (or any subsidiary or subsidiaries of the Corporation the assets of which constitute all or substantially all the assets of the business of the Corporation and its subsidiaries taken as a whole) into or with another corporation or entity if as a result of such transaction stockholders of the Corporation owning a majority of the voting securities of the Corporation immediately preceding such merger, reorganization or consolidation (solely by virtue of their shares or other securities of the Corporation or the consideration received thereof in such a transaction) do not own a majority of the voting securities of the surviving or resulting corporation or entity (in approximately the same proportion, vis a vis each other, as before such transaction, (iv) the sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender) of all or substantially all the assets of the Corporation, whether pursuant to a single transaction or a series of related transactions (which assets shall include for these purposes two thirds (66-2/3%) or more of the outstanding voting interests of such of the Corporation’s subsidiaries the assets of which constitute all or substantially all the assets of the Corporation and its subsidiaries taken as a whole), or (v) the sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender), whether in a single transaction or pursuant to a series of related transactions, of all or substantially all the assets of any of the Corporation’s subsidiaries the assets of which constitute all or substantially all of the assets of the Corporation and such subsidiaries taken as a whole, or the liquidation, dissolution or winding up of such of the Corporation’s subsidiaries the assets of which constitute all or substantially all of the assets of the Corporation and such subsidiaries taken as a whole.

(f) Any Liquidation Transaction occasioned by clauses (i), (ii), (iii), (iv) or (v) of the definition of “Liquidation Transaction” in subsection (e) immediately above shall be referred to as an “Acquisition Transaction”).

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(g) In any of the events specified in Article IV(B)(2)(e) above, if the consideration received by the Corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:

(i) Securities not subject to investment letter or other similar restrictions on free marketability:

(A) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the closing;

(B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and

(C) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock, voting together as a single class on an as-converted to Common Stock basis.

(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i) (A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock, voting together as a single class on an as-converted to Common Stock basis.

(iii) In the event the requirements of Article IV(B)(2) are not complied with, the Corporation shall forthwith either:

(A) cause such closing to be postponed until such time as the requirements of this Article IV(B)(2) have been complied with; or

(B) cancel such transaction, in which event the rights, preferences and privileges of the holders of Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Article IV(B)(2)(f)(iv) hereof.

(iv) The Corporation shall give twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Article IV(B)(2), and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of such Preferred Stock, voting together as a single class and on an as-converted to Common Stock basis.

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3. Redemption. The Series 1 Preferred Stock and Series 2 Preferred Stock is not redeemable. The Series 3 Preferred Stock and Series X Preferred Stock is redeemable as set forth below.

(a) Redemption Price. At any time after May 30, 2011 (the “First Redemption Date”), but within sixty (60) days (the “Initial Redemption Date”) after the receipt by this Corporation of a written request or requests (each a “Redemption Election”) from one or more holders of Series 3 Preferred Stock or Series X Preferred Stock that together with all holders submitting Redemption Elections either (i) own at least 10,000,000 shares of Series 3 Preferred Stock in the aggregate at the time of delivery of the Redemption Notice, (ii) owned at least 10,000,000 shares of Series 3 Preferred Stock in the aggregate on June 30, 2006, (iii) own at least 100,000 shares of Series X Preferred Stock in the aggregate at the time of delivery of the Redemption Notice or (iv) owned at least 100,000 shares of Series X Preferred Stock in the aggregate on June 30, 2008 (each a “Redeeming Holder”), that all or some of the shares held by such Redeeming Holder be redeemed, the Corporation shall, to the extent it may lawfully do so, redeem up to that number of shares specified in the Redemption Election in accordance with the procedures set forth in this Article IV(B)(3) by paying in cash therefor a sum per share equal to $1.00 per share of Series 3 Preferred Stock and/or $100.00 per share of Series X Preferred Stock, as applicable (in each case as adjusted for stock splits, stock dividends, reclassifications or the like) plus all declared but unpaid dividends on such shares (the “Redemption Price”, in each case) in three (3) annual installments (each an “Installment”) of 40%, 40% and 20% of the Redemption Price, respectively. The date of the first Installment shall be the Initial Redemption Date, and the dates of the second and third Installments shall be the first and second anniversary, respectively, of the Initial Redemption Date.

Notwithstanding the foregoing, a Redeeming Holder may submit a Redemption Election only within the first thirty (30) calendar days after the First Redemption Date, and within the first thirty (30) calendar days after every anniversary of the First Redemption Date. Any Redemption Election not delivered within such time periods shall be invalid.

(b) Redemption Procedure. Within 15 days following its receipt of the Redemption Election, the Corporation shall mail a written notice, first class postage prepaid, to each Redeeming Holder (at the close of business on the business day next preceding the day on which notice is given) at the address last shown on the records of the Corporation for the Redeeming Holder, notifying the Redeeming Holder of the redemption to be effected, specifying the number of shares eligible to be redeemed from the Redeeming Holder, the Redemption Date, the applicable Redemption Price and the place at which payment may be obtained, and calling upon the Redeeming Holder to surrender to the Corporation, in the manner and at the place designated, the Redeeming Holder’s certificate or certificates representing the shares to be redeemed (the “Redemption Notice”). Except as provided in Article IV(B)(3)(c) below, on or after each date on which shares are to be redeemed (each, a “Subsequent Redemption Date” and together with the Initial Redemption Date, each a “Redemption Date”), the Redeeming Holder shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. As promptly as practicable after receipt of the surrendered certificate or certificates (and in no event more than 10 days following the Redemption Date) the Corporation shall issue and deliver to or upon the written order of such Redeeming Holder, at such office or other place designated by the Redeeming

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Holder, a check for cash with respect to the shares so redeemed. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued to such Redeeming Holder representing the unredeemed shares.

(c) Effect of Redemption; Insufficient Funds. From and after any Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of the Redeeming Holder (except the right to receive the applicable installment of the Redemption Price without interest upon surrender of the applicable share certificate or certificates) shall cease with respect to the shares designated to be redeemed on such Redemption Date, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for redemption of shares of Series 3 Preferred Stock or Series X Preferred Stock on any Redemption Date are insufficient to redeem the total number of shares of Series 3 Preferred Stock and Series X Preferred Stock to be redeemed on such date, those funds which are legally available will be used first to redeem the maximum possible number of such shares of Series X Preferred Stock, and second to redeem the maximum possible number of such shares of Series 3 Preferred Stock. If shares of more than one Redeeming Holder are to be redeemed on any Redemption Date, those funds which are legally available will be used to redeem the maximum possible number of shares, allocated ratably among the holders of such shares to be redeemed based upon the total Redemption Price applicable to the shares of Series X Preferred Stock and Series 3 Preferred Stock designated to be redeemed by each Redeeming Holder. The shares of Series X Preferred Stock and Series 3 Preferred Stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of shares of Series X Preferred Stock and/or Series 3 Preferred Stock, as applicable, such funds will immediately be used to redeem the balance of the shares which the Corporation has become obliged to redeem on any Redemption Date but which it has not redeemed.

4. Conversion. The holders of the Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(a) Right to Convert. Subject to Article IV(B)(4)(d), each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined (i) with respect to the Series 1 Preferred Stock, by dividing $1.10 (appropriately adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series 1 Preferred Stock) by the conversion price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion, (ii) with respect to the Series 2 Preferred Stock, by dividing $1.347893 (appropriately adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series 2 Preferred Stock) by the conversion price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion, (iii) with respect to the Series 3 Preferred Stock, by dividing $1.00 (appropriately adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series 3 Preferred Stock) by the conversion price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion, and (iv) with respect to the Series X Preferred Stock, by dividing $100.00 (appropriately adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series 3 Preferred Stock) by the conversion price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. The initial conversion price shall be $1.10 for each share of Series 1 Preferred Stock, $1.347893 for each share of Series 2 Preferred Stock, $1.00 for each share of Series 3 Preferred Stock and $1.00 for each share of Series X Preferred Stock. Such initial conversion price shall

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be subject to adjustment as set forth in Article IV(B)(4)(e). In addition, the Series X Preferred Stock shall be subject to special conversion rights as provided in Article IV(B)(4)(c) below, whereby shares of the Series X Preferred Stock may be converted into shares sold in the Corporation’s Next Equity Financing (as defined in Articles IV(B)(4)(c) below) or a Qualified IPO (as defined below)

(b) Automatic Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the conversion price for such share (except as set forth in subsection (4)(c) below with respect to the conversion of the Series X Preferred Stock in connection with a Qualified IPO) in effect at the time immediately upon the earlier of: (i) except as provided below in Article IV(B)(4)(c), a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Corporation to the public on an internationally recognized stock exchange, and which results in aggregate cash proceeds to the Corporation at least $70,000,000 (after deduction of underwriting discounts and commissions) (the “Qualified IPO”); or (ii) the date specified by written consent or agreement of the holders of at least 60% of the then outstanding shares of Preferred Stock, voting together as a single class and on an as converted to Common Stock basis.

(i) Next Equity Financing. If, at any time after the date that any shares of the Series X Preferred Stock are first issued, the Corporation issues and sells shares of its equity securities in a single transaction or a series of related transactions (other than a Qualified IPO) yielding aggregate proceeds to the Corporation of an amount equal to the product of (i) the number of shares of Series X Preferred Stock then outstanding (appropriately adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series X Preferred Stock) multiplied by (ii) $100 (the “Next Equity Financing”), the Series X Preferred Stock shall automatically be converted into fully paid and nonassessable shares of the equity securities issued in the Next Equity Financing. The number of shares of equity securities to be issued to each holder of Series X Preferred Stock upon such conversion shall be equal to the quotient obtained by dividing (i) the total number of shares of Series X Preferred Stock held by such holder multiplied by $100.00 (appropriately adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series X Preferred Stock) by (ii) 50% of the price per share of the equity securities sold in the Next Equity Financing, rounded to the nearest whole share.

(ii) Qualified IPO. If at any time after the date that any shares of the Series X Preferred Stock are first issued, the Corporation issues and sells shares of its Common Stock in a Qualified IPO, the Series X Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Common Stock upon the consummation of the Qualified IPO. The number of shares of Common Stock to be issued to each holder of Series X Preferred Stock upon such conversion shall be equal to the quotient obtained by dividing (i) the total number of shares of Series X Preferred Stock held by such holder multiplied by $100.00 (appropriately adjusted for any stock split, dividend, combination or other recapitalization with respect to the Series X Preferred Stock) by (ii) 50% of the price per share at which shares of Common Stock are sold to the public in the Qualified IPO as printed on the front cover of the final prospectus of the Corporation in such offering, rounded to the nearest whole share.

(d) Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to convert the same into shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed (or a lost stock affidavit therefor in form and substance reasonably satisfactory to

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the Corporation), at the office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted (or a lost stock affidavit therefor), and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may (unless such conversion is made in connection with any such offering in which the holders of at least 60% of the then outstanding shares of Preferred Stock, voting together as a single class and on as as-converted to Common Stock basis, have elected to convert the Preferred Stock to Common Stock pursuant to Article IV(B)(4)(b)(ii)), at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities.

(e) Conversion Price Adjustments of Preferred Stock for Certain Dilutive Issuances, Splits and Combinations. The conversion price of the each series of Preferred Stock shall be subject to adjustment from time to time as follows:

(i) Issuance of Additional Stock below Purchase Price. If the Corporation should issue, at any time after the date upon which any shares of Series X Preferred Stock were first issued (the “Purchase Date”), any Additional Stock (as defined below) without consideration or for a consideration per share less than the conversion price for the Series 3 Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the respective conversion price for such Series 1 Preferred Stock, Series 2 Preferred Stock and Series 3 Preferred Stock in effect immediately prior to each such issuance shall each automatically be adjusted as set forth in this Article IV(B)(4)(e)(i), unless otherwise provided in this Article IV(B)(4)(e)(i).

(A) Adjustment Formula. Whenever the conversion price of the Series 1 Preferred Stock, the Series 2 Preferred Stock or the Series 3 Preferred Stock is adjusted pursuant to this Article IV(B)(4)(e)(i), the new conversion price of the Series 1 Preferred Stock, the Series 2 Preferred Stock or the Series 3 Preferred Stock shall be determined by multiplying the conversion price then in effect by a fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding or deemed issued immediately prior to such issuance (the “Outstanding Common”) plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such conversion price; and (y) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares of such Additional Stock. For purposes of the foregoing calculation, the term “Outstanding Common” shall include shares of Common Stock actually outstanding, the number of shares of Common Stock into which the outstanding shares of Preferred Stock could be converted if fully converted the day immediately preceding the given date and the number of shares of Common Stock issuable upon conversion or exercise of all other outstanding securities of the Corporation.

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(B) Definition of “Additional Stock”. For purposes of this Article IV(B)(4)(e)(i), “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to Article IV(B)(4)(e)(i)(E)) by the Corporation after the Purchase Date) other than:

(1) shares of Common Stock issued pursuant to stock dividends, stock splits or similar transactions, as described in Article IV(B)(4)(e)(ii) hereof;

(2) Shares of Common Stock issued or issuable to employees, consultants or directors of the Corporation or any subsidiary directly or pursuant to a stock option plan or restricted stock plan approved by the Board of Directors of the Corporation;

(3) Capital stock, or options or warrants to purchase capital stock, issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions that are unanimously approved by the Board of Directors;

(4) Shares of Common Stock or Preferred Stock issuable upon exercise of options, warrants, promissory notes or convertible securities outstanding as of the date of filing of this Restated Certificate;

(5) Capital stock, or warrants or options to purchase capital stock, issued in connection with bona fide acquisitions, mergers or similar transactions, the terms of which are unanimously approved by the Board of Directors of the Corporation;, including without limitation, the Corporation’s anticipated acquisition transactions with Optun, Inc. and Archcom Technology, Inc.;

(6) Shares of Common Stock issued or issuable in a public offering pursuant to which all outstanding shares of the Corporation’s Preferred Stock are converted into Common Stock;

(7) Capital stock issued or issuable to an entity as a component of any business relationship with such entity for the purpose of (A) joint venture, technology licensing or development activities, (B) distribution, supply or manufacture of the Corporation’s products or services or (C) any other arrangements involving corporate partners that are primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Board of Directors;

(8) Shares of Common Stock issued or issuable in a transaction in which exemption from these antidilution provisions is approved by the written consent or affirmative vote of at least 60% of the then outstanding shares of Preferred Stock on an as-converted basis;

(9) Shares of Series 2 Preferred Stock and Common Stock issued or issuable in connection with the Corporation’s completion of its acquisition transaction with Shenzhen Photon Technology Co., Ltd. (“Photon”), a corporation incorporated in the People’s Republic of China, and/or its remaining direct or indirect shareholders;

(10) Shares of Preferred Stock and Common Stock issued pursuant to the Series 3 Preferred Stock Purchase Agreement dated as of May 30, 2006, as amended; or

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(12) Shares of Common Stock issuable upon conversion of (A) any shares of Preferred Stock that are outstanding as of the date of the Series X Preferred Stock Purchase Agreement (the “Series X Purchase Agreement”) entered into by the Company, and (B) any shares of Series X Preferred Stock issued pursuant to such Series X Purchase Agreement.

(C) No Fractional Adjustments. No adjustment of the conversion price for any series of Preferred Stock shall be made in an amount less than one cent per share, provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made prior to three years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of three years from the date of the event giving rise to the adjustment being carried forward.

(D) Determination of Consideration. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. In the case of the issuance of the Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors irrespective of any accounting treatment.

(E) Deemed Issuances of Common Stock. In the case of the issuance (on or after the Purchase Date) of securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (the “Common Stock Equivalents”), the following provisions shall apply for all purposes of this Article IV(B)(4)(e)(i):

(1) The aggregate maximum number of shares of Common Stock deliverable upon conversion, exchange or exercise (assuming the satisfaction of any conditions to convertibility, exchangeability or exercisability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) of any Common Stock Equivalents and subsequent conversion, exchange or exercise thereof shall be deemed to have been issued at the time such securities were issued or such Common Stock Equivalents were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such securities and related Common Stock Equivalents (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation (without taking into account potential antidilution adjustments) upon the conversion, exchange or exercise of any Common Stock Equivalents (the consideration in each case to be determined in the manner provided in Article IV(B)(4)(e)(i)(D).

(2) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Corporation upon conversion, exchange or exercise of any Common Stock Equivalents including, but not limited to, a change resulting from the antidilution provisions thereof, the conversion price of any series of Preferred Stock, to the extent in any way affected by or computed using such Common Stock Equivalents, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the conversion, exchange or exercise of such Common Stock Equivalents.

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(3) Upon the termination or expiration of the convertibility, exchangeability or exercisability of any Common Stock Equivalents, the conversion price of any series of Preferred Stock, to the extent in any way affected by or computed using such Common Stock Equivalents, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and Common Stock Equivalents that remain convertible, exchangeable or exercisable) actually issued upon the conversion, exchange or exercise of such Common Stock Equivalents.

(4) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to Article IV(B)(4)(e)(i)(E)(1) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Article IV(B)(4)(e)(i)(E)(2) or (B)(4)(e)(i)(E)(3).

(F) No Increased Conversion Price. Notwithstanding any other provisions of this Article IV(B)4(d)(i), except to the limited extent provided for in Articles IV 4(d)(i)(E)(2) and 4(d)(i)(E)(3), no adjustment of the conversion price of any series of Preferred Stock pursuant to this Article IV(B)(4)(e)(i) shall have the effect of increasing the conversion price above the conversion price in effect immediately prior to such adjustment.

(ii) Stock Splits and Dividends. In the event the Corporation should at any time after the Purchase Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or Common Stock Equivalents without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the conversion price of each of the Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and Series X Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents with the number of shares issuable with respect to Common Stock Equivalents determined from time to time in the manner provided for deemed issuances in Article IV(B)(4)(e)(i)(E).

(iii) Reverse Stock Splits. If the number of shares of Common Stock outstanding at any time after the Purchase Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the conversion price for each of the Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and Series X Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

(f) Other Distributions. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in Article IV(B)(4)(e)(ii), then, in each such case for the purpose of this Article IV(B)(4)(f), the holders of each of the Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and Series X Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Corporation into which their shares of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

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(g) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Article IV(B)(4) or in Article IV(B)(2) provision shall be made so that the holders of each of the Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and Series X Preferred Stock shall thereafter be entitled to receive upon conversion of such Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Article IV(B)(4) with respect to the rights of the holders of such Preferred Stock after the recapitalization to the end that the provisions of this Article IV(B)(4) (including adjustment of the conversion price then in effect and the number of shares purchasable upon conversion of such Preferred Stock) shall be applicable after that event and be as nearly equivalent as practicable.

(h) No Fractional Shares and Certificate as to Adjustments.

(i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. If more than one share of Preferred Stock is surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock to be issued upon conversion shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered.

(ii) Upon the occurrence of each adjustment or readjustment of the Conversion Price of any series of Preferred Stock pursuant to this Article IV(B)(4), the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of such series of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price for such holder’s series of Preferred Stock at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of such series of Preferred Stock.

(i) Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Corporation shall mail to each holder of Preferred Stock, at least ten (10) days prior to the date specified therein (which period may be shortened or waived by holders of a majority of the voting power of the Preferred Stock, voting together on an as-converted to Common Stock basis), a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

(j) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock, in

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addition to such other remedies as shall be available to the holder of such Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Restated Certificate.

(k) Notices. Any notice required by the provisions of this Article IV(B)(4) to be given to the holders of shares of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Corporation.

(l) Special Mandatory Conversion.

(i) At any time following the Purchase Date, if (A) any holder of at least 300,000 shares of Series 1 Preferred Stock, Series 2 Preferred Stock and/or Series 3 Preferred Stock in the aggregate (as adjusted for stock splits, stock dividends, reclassification and the like) (and for clarification purposes, any holders affiliated with each other or under common control shall be aggregated together as a single holder for purposes of measuring whether such holder meets the 300,00 share threshold in this sentence) (such holder being a “Qualified Holder”) has not purchased any shares of Series X Preferred Stock; (B) the Corporation’s Board of Directors designates a future equity financing of the Corporation to be a qualified financing for purposes of this Article IV(B)(4)(l)(i) (the “Qualified Financing”); (C) the Qualified Financing constitutes a Next Equity Financing, (D) the Corporation proceeds to consummate the Qualified Financing and offers each such holder its Full Pro Rata Amount (as defined below) of the securities offered in the Qualified Financing, and (E) such Qualified Holder does not acquire its Full Pro Rata Amount of the securities offered in the Qualified Financing within thirty (30) days of the initial closing of such Qualified Financing (the “Final Closing Date”); then, effective immediately upon the Final Closing Date, such Qualified Holder’s shares of Series 1 Preferred Stock, Series 2 Preferred Stock and/or Series 3 Preferred Stock, as applicable, shall automatically and without further action on the part of such Qualified Holder be converted into that number of shares of Common Stock as set forth in Article IV(B)(4)(a) hereof; provided, however, that no such conversion (as contemplated by this Article IV(B)(4)(l)(i)) shall occur in connection with the Qualified Financing with respect to a particular holder of Series 1 Preferred Stock, Series 2 Preferred Stock or Series 3 Preferred Stock, if the Corporation states in writing that such holder is not required to purchase its Full Pro Rata Amount and that such holder’s shares shall not be converted pursuant to this Article IV(B)(4)(l)(i). For the purposes of this Article IV(B)(4)(l)(i), “Full Pro Rata Amount” is equal to the quotient obtained by dividing (A) the number of shares of Series 1 Preferred Stock, Series 2 Preferred Stock and Series 3 Preferred Stock held by such Qualified Holder by (B) the total number of shares of Series 1 Preferred Stock, Series 2 Preferred Stock and Series 3 Preferred Stock then outstanding.

(ii) Notwithstanding the provisions of Article IV(B)(4)(l)(i) above, if, at any time following the Purchase Date, (A) the Corporation’s Board of Directors designates a future equity financing of the Corporation to be a Qualified Financing, (B) the Qualified Financing does not constitute a Next Equity Financing, (C) the Corporation proceeds to consummate the Qualified Financing and offers each such Qualified Holder its Pro Rata Amount (as defined below) of the securities offered in the Qualified Financing, (D) such Qualified Holder does not acquire its Pro Rata Amount of the securities offered in the Qualified Financing within thirty (30) days of the initial closing of such Qualified Financing (the “Final Closing Date”) and (E) such Qualified Holder did not purchase at least the amount of shares of Series X Preferred Stock (pursuant to the Series X Purchase Agreement) equal to the product obtained by multiplying such Qualified Holder’s Full Pro Rata Amount (as defined in Article

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IV(B)(4)(l)(i)) by 500,000; then, effective immediately upon the Final Closing Date, such Qualified Holder’s shares of Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and Series X Preferred Stock shall automatically and without further action on the part of such Qualified Holder be converted into that number of shares of Common Stock as set forth in Article IV(B)(4)(a) hereof; provided, however, that no such conversion (as contemplated by this Article IV(B)(4)(l)(ii)) shall occur in connection with the Qualified Financing with respect to a particular holder of Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock or Series X Preferred Stock, if the Corporation states in writing that such holder is not required to purchase its Pro Rata Amount and that such holder’s shares shall not be converted pursuant to this Article IV(B)(4)(l)(ii). For the purposes of this Article IV(B)(4)(l)(ii), “Pro Rata Amount” is equal to the quotient obtained by dividing (A) the number of shares of Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and Series X Preferred Stock held by such Qualified Holder by (B) the total number of shares of Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and Series X Preferred Stock then outstanding.

(iii) Upon conversion pursuant to this Article IV(B)(4)(l), the shares of Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and/or Series X Preferred Stock so converted shall be canceled and not subject to reissuance.

(iv) The holder of any shares of Series 1 Preferred Stock, Series 2 Preferred Stock or Series 3 Preferred Stock converted pursuant to this Article IV(B)(4)(l) shall deliver to the Corporation during regular business hours at the office of any transfer agent of the Corporation for such shares of Series 1 Preferred Stock, Series 2 Preferred Stock or Series 3 Preferred Stock, or at such other place as may be designated by the Corporation, the certificate or certificates representing the shares so converted, duly endorsed or assigned in blank or to the Corporation. As promptly thereafter as is practicable, the Corporation shall issue and deliver to such holder, at the place designated by such holder, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled. The person in whose name the certificate for such shares of Common Stock is to be issued shall be deemed to have become a stockholder on the effective date of the conversion of the Series 1 Preferred Stock, Series 2 Preferred Stock or Series 3 Preferred Stock, unless the transfer books of the Corporation are closed on that date, in which case such person shall be deemed to have become a stockholder of record on the next succeeding date on which the transfer books are open.

5. Voting Rights. The holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such Preferred Stock could then be converted, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

6. Protective Provisions.

(a) So long as any shares of Preferred Stock are outstanding, the Corporation shall not (either directly or indirectly through merger, consolidation of the Corporation or any subsidiary thereof or otherwise), without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least 60% of the then outstanding shares of Preferred Stock, voting together as a class and on an as-converted to Common Stock basis:

(i) engage in any transaction deemed to be a Liquidation Transaction pursuant to Article IV(B)(2)(d) hereof, or permit any subsidiary of the Corporation which represents more than 15% of the Corporation’s revenues according to the Corporation’s most recent audited financial statements (a “Key Subsidiary”) to engage in such a Liquidation Transaction;

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(ii) amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation or any Key Subsidiary if such action would materially and adversely affect the rights, preferences or privileges of the shares of Preferred Stock of the Corporation or any series of the Preferred Stock of the Corporation or would materially and adversely affect the value of the Corporation’s interest in the relevant Key Subsidiary;

(iii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock and Common Stock of the Corporation;

(iv) authorize or issue, or obligate itself to issue, any other equity security of the Corporation (including any other security convertible into or exercisable for any equity security) having a preference over, or being on parity with, the Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock or Series X Preferred Stock with respect to voting, dividends, redemption, or upon liquidation;

(v) effect a reclassification or recapitalization of the outstanding capital stock of the Corporation or any Key Subsidiary other than as provided under this Certificate of Incorporation;

(vi) increase or decrease the number of authorized directors of the Corporation, or change the structure of the Corporations’ Board of Directors, unless in each case unanimously approved by the Board of Directors;

(vii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of capital stock; provided, however, that this restriction shall not apply to (i) the redemption of shares of the Series 3 Preferred Stock or Series X Preferred Stock as provided in this Restated Certificate or (ii) the repurchase of shares of Common Stock or other equity securities from employees, officers, directors, consultants or other persons performing services for the Corporation or any of its subsidiaries pursuant to agreements under which the Corporation has the option to repurchase such shares at cost upon the occurrence of certain events, such as the termination of employment, or through the exercise of any right of first refusal or (iii) the repurchase of shares of Common Stock or other equity securities from stockholders owning less than 1% of the outstanding equity securities and for aggregate consideration of less than $50,000 in any twelve month period and $10,000 in each instance;

(viii) declare or pay any dividends or make any distributions on any capital stock, other than dividends or distributions by direct or indirect wholly owned subsidiaries of the Corporation to the Corporation or a wholly owned subsidiary thereof or unless the Board of Directors approves such declaration or payment with the approval of at least five (5) directors;

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(ix) increase the number of shares reserved for issuance to employees, directors, consultants and other service providers under any stock option plan or restricted stock plan, or adopt any such plan after the date of filing of this Restated Certificate;

(x) create or authorize the creation of, or issue, or authorize the issuance of any debt security, or incur, create or guarantee any indebtedness of any other person in excess of $5,000,000 if the Corporation’s aggregate indebtedness for borrowed money following such action would exceed $10,000,000;

(xi) materially change the nature of the business of the Corporation or any Key Subsidiary;

(xii) effect a merger, acquisition, spin-off, transfer, disposition, reorganization or sale of shares or similar transaction resulting in a change of control of the Company or any Key Subsidiary or any other transaction which results in the control of the Company being transferred to a third party or parties; for the purpose of this paragraph, “control” shall be defined as the direct or indirect ownership of more than fifty (50%) of the outstanding shares of the relevant person; or

(xiii) any sale, merger, spin-off, transfer or other disposition of all or substantially all of the assets of the Company or any Key Subsidiary, whether in a single transaction or a series or related transactions.

(b) So long as at least 1,000,000 shares of Series 3 Preferred Stock or at least 100,000 shares of Series X Preferred Stock are outstanding (each as adjusted for stock splits, stock dividends or recapitalizations), the Corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least 66.7% of the then outstanding shares of Series 3 Preferred Stock and Series X Preferred Stock, voting together as a single class, on an as-converted to Common Stock basis, amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation or any Key Subsidiary if such action would materially and adversely affect the rights, preferences or privileges of the shares of the Series 3 Preferred Stock or Series X Preferred Stock or would materially and adversely affect the value of the Corporation’s interest in the relevant Key Subsidiary, except in each case if the amendment, alteration or repeal would affect the entire class of Preferred Stock in a similar manner.

7. Status of Converted or Redeemed Stock. In the event any shares of Preferred Stock shall be converted pursuant to Article IV(B)(4) hereof or redeemed pursuant to Article IV(B)(3) hereof, the shares so converted or redeemed shall be canceled and shall not be issuable by the Corporation. The Certificate of Incorporation of the Corporation shall be appropriately amended to effect the corresponding reduction in the Corporation’s authorized capital stock.

1. Dividend Rights. Subject to Article IV(B)(1) and the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

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2. Liquidation Rights. Upon the liquidation, dissolution or winding up of the Corporation, the assets of the Corporation shall be distributed as provided in Article IV(B)(2).

3. Redemption. The Common Stock is not redeemable.

4. Voting Rights. The holder of each share of Common Stock shall have the right to one vote, and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of stock of the Corporation representing a majority of the voting power of all then outstanding shares of the Common Stock and Preferred Stock on an as-converted basis, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law.

ARTICLE V

The Board of Directors of the Corporation is expressly authorized to make, alter or repeal Bylaws of the Corporation, but the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether adopted by them or otherwise.

ARTICLE VI

Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.

ARTICLE VII

(A) To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

(B) The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation. If and to the extent that the Corporation may from time to time be or become subject to certain provisions of the CGCL pursuant to operation of Section 2115 thereof, then, as authorized by Section 317(g) of CGCL, for the duration of any such period, the Corporation is authorized to indemnify officers, directors, employees, and agents of the Corporation (and any other person to which applicable law permits the Corporation to provide indemnification) in excess of that which is otherwise permitted under Section 317 of the CGCL, subject only to the limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to the Corporation, its stockholders and others.

(C) Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

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ARTICLE VIII

The Corporation is to have perpetual existence.

ARTICLE IX

The number of directors which will constitute the whole Board of Directors of the Corporation shall be designated in the Bylaws of the Corporation.

ARTICLE X

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any statutory provision) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors in the Bylaws of the Corporation.

* * * * * *

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The foregoing Amended and Restated Certificate of Incorporation has been duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

Executed at San Jose, California, on May 12, 2008.

/s/ Timothy S. Jenks

Timothy S. Jenks, President

/s/ John H. Sellers

John H. Sellers, Secretary

EX-3.4 3 dex34.htm BYLAWS OF NEOPHOTONICS CORPORATION, AS CURRENTLY IN EFFECT Bylaws of NeoPhotonics Corporation, as currently in effect

Exhibit 3.4

BYLAWS

NEOPHOTONICS CORPORATION

TABLE OF CONTENTS


		Page
ARTICLE I - CORPORATE OFFICES		1

1.1 Registered Office		1
1.2 Other Offices		1

ARTICLE II - MEETINGS OF STOCKHOLDERS		1

2.1 Place of Meetings		1
2.2 Annual Meeting		1
2.3 Special Meeting		2
2.4 Notice of Stockholders’ Meetings		2
2.5 Manner of Giving Notice; Affidavit of Notice		2
2.6 Quorum		2
2.7 Adjourned Meeting; Notice		3
2.8 Conduct of Business		3
2.9 Voting		3
2.10 Waiver of Notice		3
2.11 Stockholder Action by Written Consent Without a Meeting		4
2.12 Record Date for Stockholder Notice; Voting; Giving Consents		4
2.13 Proxies		5

ARTICLE III - DIRECTORS		5

3.1 Powers		5
3.2 Number of Directors		5
3.3 Election, Qualification and Term of Office of Directors		5
3.4 Resignation and Vacancies		6
3.5 Place of Meetings; Meetings by Telephone		6
3.6 Regular Meetings		7
3.7 Special Meetings; Notice		7
3.8 Quorum		7
3.9 Waiver of Notice		8
3.10 Board Action by Written Consent Without a Meeting		8
3.11 Fees and Compensation of Directors		8
3.12 Approval of Loans to Officers		8
3.13 Removal of Directors		8
3.14 Chairman of the Board of Directors		9

ARTICLE IV - COMMITTEES		9

4.1 Committees of Directors		9
4.2 Committee Minutes		10
4.3 Meetings and Action of Committees		10

TABLE OF CONTENTS

(continued)


		Page
ARTICLE V - OFFICERS		10

5.1 Officers		10
5.2 Appointment of Officers		11
5.3 Subordinate Officers		11
5.4 Removal and Resignation of Officers		11
5.5 Vacancies In Offices		11
5.6 Chief Executive Officer		11
5.7 President		12
5.8 Vice Presidents		12
5.9 Secretary		12
5.10 Chief Financial Officer		12
5.11 Representation Of Shares Of Other Corporations		13
5.12 Authority And Duties Of Officers		13

ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS		13

6.1 Indemnification Of Directors And Officers		13
6.2 Indemnification Of Others		14
6.3 Payment Of Expenses In Advance		14
6.4 Indemnity Not Exclusive		14
6.5 Insurance		14
6.6 Conflicts		15

ARTICLE VII - RECORDS AND REPORTS		15

7.1 Maintenance And Inspection Of Records		15
7.2 Inspection By Directors		15
7.3 Annual Statement To Stockholders		16

ARTICLE VIII - GENERAL MATTERS		16

8.1 Checks		16
8.2 Execution Of Corporate Contracts And Instruments		16
8.3 Stock Certificates; Partly Paid Shares		16
8.4 Special Designation On Certificates		17
8.5 Lost Certificates		17
8.6 Construction; Definitions		17
8.7 Dividends		18
8.8 Fiscal Year		18
8.9 Seal		18
8.10 Transfer Of Stock		18
8.11 Stock Transfer Agreements		18
8.12 Registered Stockholders		19

ARTICLE IX - AMENDMENTS		19

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BYLAWS

NEOPHOTONICS CORPORATION

ARTICLE I

CORPORATE OFFICES

1.1 Registered Office.

The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the corporation at such location is Corporation Service Company.

1.2 Other Offices.

The Board of Directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 Place of Meetings.

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the registered office of the corporation.

2.2 Annual Meeting.

The annual meeting of stockholders shall be held on such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors each year. At the meeting, directors shall be elected and any other proper business may be transacted.

2.3 Special Meeting.

A special meeting of the stockholders may be called at any time by the Board of Directors, the chairman of the board, the president or by one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the president or the chairman of the board, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

2.4 Notice of Stockholders’ Meetings.

All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.5 Manner of Giving Notice; Affidavit of Notice.

Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

2.6 Quorum.

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairman of the meeting or (ii) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn

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the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

2.7 Adjourned Meeting; Notice.

When a meeting is adjourned to another time or place, unless these Bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.8 Conduct of Business.

The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including the manner of voting and the conduct of business.

2.9 Voting.

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these Bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

Except as may be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

2.10 Waiver of Notice.

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these Bylaws, a written waiver thereof signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these Bylaws.

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2.11 Stockholder Action by Written Consent Without a Meeting.

Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

2.12 Record Date for Stockholder Notice; Voting; Giving Consents.

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawfully action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

If the Board of Directors does not so fix a record date:

(i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(ii) The record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the corporation.

(iii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

2.13 Proxies.

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware.

ARTICLE III

DIRECTORS

3.1 Powers.

Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

3.2 Number of Directors.

The Board of Directors shall consist of not fewer than five (5) nor more than seven (7) persons. The exact number of directors shall be seven (7) until changed by a proper amendment of this Section 3.2. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3 Election, Qualification and Term of Office of Directors.

Except as provided in Section 3.4 of these Bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Elections of directors need not be by written ballot.

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3.4 Resignation and Vacancies.

Any director may resign at any time upon written notice to the attention of the Secretary of the corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

Unless otherwise provided in the certificate of incorporation or these Bylaws:

(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Law of Delaware.

If at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten (10) percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable.

3.5 Place of Meetings; Meetings by Telephone.

The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

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Unless otherwise restricted by the certificate of incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.6 Regular Meetings.

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

3.7 Special Meetings; Notice.

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any one director.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone or by telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

3.8 Quorum.

At all meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

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3.9 Waiver of Notice.

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these Bylaws, a written waiver thereof signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the certificate of incorporation or these Bylaws.

3.10 Board Action by Written Consent Without a Meeting.

Unless otherwise restricted by the certificate of incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board or committee. Written consents representing actions taken by the board or committee may be executed by telex, telecopy or other facsimile transmission, and such facsimile shall be valid and binding to the same extent as if it were an original.

3.11 Fees and Compensation of Directors.

Unless otherwise restricted by the certificate of incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

3.12 Approval of Loans to Officers.

The corporation may lend money to, or guarantee any obligation of or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

3.13 Removal of Directors.

Unless otherwise restricted by statute, by the certificate of incorporation or by these Bylaws, any director or the entire Board of Directors may be removed, with or without

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cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that if the stockholders of the corporation are entitled to cumulative voting, if less than the entire Board of Directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

3.14 Chairman of the Board of Directors.

The corporation may also have, at the discretion of the Board of Directors, a chairman of the Board of Directors who shall not be considered an officer of the corporation.

ARTICLE IV

COMMITTEES

4.1 Committees of Directors.

The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in the Bylaws of the corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property

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and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the Bylaws of the corporation; and, unless the board resolution establishing the committee, the Bylaws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of Delaware.

4.2 Committee Minutes.

Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

4.3 Meetings and Action of Committees.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Section 3.5 (place of meetings and meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), and Section 3.10 (action without a meeting) of these Bylaws, with such changes in the context of such provisions as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE V

OFFICERS

5.1 Officers.

The officers of the corporation shall be a chief executive officer, a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws. Any number of offices may be held by the same person.

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5.2 Appointment of Officers.

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these Bylaws, shall be appointed by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

5.3 Subordinate Officers.

The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

5.4 Removal and Resignation of Officers.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the attention of the Secretary of the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.5 Vacancies In Offices.

Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

5.6 Chief Executive Officer.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if any, the chief executive officer of the corporation shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation. He or she shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors and shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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5.7 President.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board (if any) or the chief executive officer, the president shall have general supervision, direction, and control of the business and other officers of the corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

5.8 Vice Presidents.

In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the president or the chairman of the board.

5.9 Secretary.

The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. He or she shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

5.10 Chief Financial Officer.

The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

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The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president, the chief executive officer, or the directors, upon request, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

5.11 Representation Of Shares Of Other Corporations.

The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board of Directors or the chief executive officer or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

5.12 Authority And Duties Of Officers.

In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board of Directors or the stockholders.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS,

OFFICERS, EMPLOYEES AND OTHER AGENTS

6.1 Indemnification Of Directors And Officers.

The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a “director” or “officer” of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

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6.2 Indemnification Of Others.

The corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

6.3 Payment Of Expenses In Advance.

Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article VI.

6.4 Indemnity Not Exclusive.

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the certificate of incorporation

6.5 Insurance.

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware.

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6.6 Conflicts.

No indemnification or advance shall be made under this Article VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

(a) That it would be inconsistent with a provision of the certificate of incorporation, these Bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

ARTICLE VII

RECORDS AND REPORTS

7.1 Maintenance And Inspection Of Records.

The corporation shall, either at its principal executive offices or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books, and other records.

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

7.2 Inspection By Directors.

Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

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7.3 Annual Statement To Stockholders.

The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE VIII

GENERAL MATTERS

8.1 Checks.

From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

8.2 Execution Of Corporate Contracts And Instruments.

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

8.3 Stock Certificates; Partly Paid Shares.

The shares of a corporation shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the Board of Directors, or the chief executive officer or the president or vice-president, and by the chief financial officer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer,

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transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

8.4 Special Designation On Certificates.

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

8.5 Lost Certificates.

Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

8.6 Construction; Definitions.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

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8.7 Dividends.

The directors of the corporation, subject to any restrictions contained in (i) the General Corporation Law of Delaware or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

8.8 Fiscal Year.

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.

8.9 Seal.

The corporation may adopt a corporate seal, which may be altered at pleasure, and may use the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

8.10 Transfer Of Stock.

Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

8.11 Stock Transfer Agreements.

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Delaware.

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8.12 Registered Stockholders.

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof except as otherwise provided by the laws of Delaware.

ARTICLE IX

AMENDMENTS

The Bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal Bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal Bylaws.

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CERTIFICATE OF AMENDMENT OF BYLAWS

NEOPHOTONICS CORPORATION

The undersigned, John H. Sellers, hereby certifies that:

1. I am the duly elected and incumbent Secretary of NeoPhotonics Corporation, a Delaware corporation (the “Company”).

2. By action of the Board of Directors of the Company duly adopted pursuant to Action by Unanimous Written Consent dated as of March 11,2002, effective as of the initial closing of the Series D Preferred Stock financing, the first paragraph of Section 3.7 of the Company’s Bylaws and the entirety of Section 3.2 of the Company’s Bylaws be amended to read as follows:

“3.7 Special Meetings: Notice.

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the board, the president any vice president, the secretary or anyone director.”

“3.2 Number of Directors.

3. The matters set forth in this certificate are true and correct of my own knowledge.

Date: March 11, 2002

/s/ John H. Sellers

John H. Sellers, Secretary

EX-4.2 4 dex42.htm 2008 INVESTORS' RIGHTS AGREEMENT 2008 Investors' Rights Agreement

Exhibit 4.2

NEOPHOTONICS CORPORATION

2008 INVESTORS’ RIGHTS AGREEMENT

This 2008 Investors’ Rights Agreement (the “Agreement”) is made as of May 14, 2008 by and among NeoPhotonics Corporation, a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto and certain individuals listed on Exhibit B. (the “Concord-represented Parties”), each of which is herein referred to as an “Investor.”

INTRODUCTION

A. The Company and certain of the Investors (the “Existing Investors”) have entered into that certain 2006 Investors’ Rights Agreement dated May 30, 2006 (the “Prior Agreement”).

B. The Company and certain of the Investors have entered into a Series X Preferred Stock Purchase Agreement (the “Purchase Agreement”) of even date herewith pursuant to which the Company desires to sell to such Investors and such Investors desire to purchase from the Company shares of the Company’s Series X Preferred Stock. A condition to such Investors’ obligations under the Purchase Agreement is that the Company and the Investors enter into this Agreement in order to provide the Investors with (i) certain rights to register shares of the Company’s Common Stock issuable upon conversion of the Series X Preferred Stock held by the Investors, (ii) certain rights to receive information pertaining to the Company, and (iii) a right of first offer with respect to certain issuances by the Company of its securities. The Company desires to induce the Investors who are parties to the Purchase Agreement to purchase shares of Series X Preferred Stock pursuant to the Purchase Agreement by agreeing to the terms and conditions set forth herein and to accept the rights created pursuant hereto in lieu of the rights granted under the Prior Agreement.

C. Pursuant to Section 3.7 of the Prior Agreement, this Agreement is being executed by the Company, IFC (defined below) and the holders of a majority of the Registrable Securities (defined below) currently outstanding, thereby amending and restating the Prior Agreement to add parties acquiring Series X Preferred Stock as parties to this Agreement and make certain other changes.

AGREEMENT

The parties hereby agree that the Prior Agreement shall be superseded and replaced in its entirety by this Agreement and further 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 term “Restated Certificate of Incorporation” means the then-existing Amended and Restated Certificate of Incorporation of the Company.

(b) 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 “Act”), and the declaration or ordering of effectiveness of such registration statement or document;

(c) The term “Registrable Securities” means (i) the shares of Common Stock issuable or issued upon conversion of the Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and Series X Preferred Stock (such shares of Common Stock are collectively referred to hereinafter as the “Stock” and shares of Series 1 Preferred Stock, Series 2 Preferred Stock, Series 3 Preferred Stock and Series X Preferred Stock are collectively referred to hereinafter as the “Preferred Stock”), (ii) the shares of Common Stock issuable upon exercise of those certain warrants to purchase shares of the Company’s Common Stock issued pursuant to the Company’s prior Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code (the “Plan”), (iii) the shares of Common Stock issued to certain lenders of the Company pursuant to the Plan; (iv) the shares of Common Stock issued to the Investors pursuant to the Series 2 Preferred Stock Purchase Agreement dated July 5, 2005 (the “Series 2 Purchase Agreement”), (v) the shares of Common Stock issued to the Concord-represented Parties in connection with the Photon Acquisition, and (vi) for purposes of Section 1.3 only, shares of Common Stock issued or issuable upon conversion of Preferred Stock issued or issuable upon exercise of warrants to purchase Preferred Stock issued after the date hereof to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions referred to in Section 2.3(e)(v) unanimously approved in each case by the Board of Directors of the Company, which entities execute a counterpart signature page hereto and agree to be bound by the terms 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 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. A holder of a convertible security need not exercise or convert such security into Common Stock prior to requesting registration hereunder but may make such request in contemplation of conversion of such Preferred Stock into Common Stock or exercise of such convertible security prior to the effectiveness of such registration.

(d) The number of shares of “Registrable Securities then outstanding” shall be determined by the number of shares of Common Stock outstanding which are, Registrable Securities and: (i) are then issued and outstanding or (ii) are then issuable pursuant to exercise or conversion of then outstanding and then exercisable options, warrants or convertible securities.

(e) The term “Holder” means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 1.13 hereof;

(f) The term “IFC” means International Finance Corporation and its affiliates.

(g) The term “Form S-3” means such form under the Act as in effect on the date hereof or any successor form under the Act that permits the incorporation or inclusion of substantial information by reference to other documents filed by the Company with the SEC;

(h) The term “SEC” means the Securities and Exchange Commission;

(i) The term “Qualified IPO” has the meaning as defined in the Company’s Restated Certificate of Incorporation in connection with which all of the outstanding shares of Preferred Stock are converted into shares of Common Stock, pursuant to the Company’s Restated Certificate of Incorporation.

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(j) The term “Photon” means Shenzhen Photon Technology Co., Ltd. (currently renamed NeoPhotonics (China) Co., Ltd.); and

(k) The term “Photon Acquisition” means the acquisition transaction where the Concord-represented Parties received shares of the Company.

1.2 Request for Registration.

(a) If the Company shall receive, at any time after the earlier of (i) May 31, 2010, and (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company, a written request from the Holders of at least twenty percent (20%) of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of Registrable Securities pursuant to which the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsections 1.2(b), (c) and (d), use its best efforts to effect as soon as practicable the registration under the Act of all Registrable Securities which the Holders request to be registered within thirty (30) days of the mailing of such notice by the Company in accordance with Section 3.5.

(b) If the Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders (based on Registrable Securities requested to be included) and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders, based on Registrable Securities requested to be included, and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period.

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(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:

(i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; provided, however, that if a registration has become effective and is subsequently withdrawn from effectiveness at the request of at least a majority in interest of the Initiating Holders prior to the sale of any Registrable Securities under such registration because such Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to such Holders at the time the registration became effective and such Holders have requested the withdrawal of the registration’s effectiveness with reasonable promptness following disclosure by the Company of such material adverse change, then such registration shall not count as an effected registration for purposes of the two (2) registration limit referenced at the beginning of this sentence.

(ii) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or

(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.12 below.

1.3 Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock under the Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within thirty (30) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered.

1.4 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to one hundred twenty (120) days; provided, however, that such 120 day period shall be extended for a period of time equal to the period a Holder refrains from selling any securities included in such registration at the request of an underwriter of any securities of the Company.

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(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement for up to one hundred twenty (120) days; provided, however, that such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company.

(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions unless the Company is already subject to service in such jurisdiction and except as may be required by law.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, such obligation to continue for one hundred twenty (120) days and at the request of any such Holder prepare and furnish to such Holder a reasonable number of copies of a supplement or an amendment to such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading or incomplete in light of the circumstances then existing.

(g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed.

(h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(i) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

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1.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall reasonably be required to effect the registration, qualification or compliance of such Holder’s Registrable Securities. The Company shall have no obligation with respect to any registration requested pursuant to Section 1.2 or Section 1.12 of this Agreement if, as a result of the application of the preceding sentence, the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in subsection 1.2(a) or subsection 1.12(b)(2), whichever is applicable.

1.6 Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders (selected by the holders of at least a majority of the Registrable Securities held by the Initiating Holders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities held by the Initiating Holders to be registered (in which case all participating Holders shall bear such expenses in proportion to the number of shares for which registration was requested), unless the participating Holders agree to forfeit their right to one demand registration pursuant to Section 1.2; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not be required to forfeit a demand registration pursuant to Section 1.2.

1.7 Expenses of Company Registration. The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.13), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees relating or apportionable thereto and the reasonable fees and disbursements of one counsel for the selling Holders selected by Holders holding at least a majority of the Registrable Securities held by all selling Holders, but excluding underwriting discounts and commissions relating to Registrable Securities.

1.8 Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any Holder’s securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in good faith and in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in good faith and in their sole discretion is compatible with the success of the offering, then the

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Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in good faith and in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) the amount of Registrable Securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities in which case the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included, or (ii) such registration include shares of any other selling stockholder of the Company (other than the Registrable Securities of a Holder). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership, corporation or limited liability company, the partners, retired partners, members, retired members and stockholders of such holder, or the estates and family members of any such partners, retired partners, members, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

1.9 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

1.10 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 1:

(a) The Company will indemnify and hold harmless each Holder, the partners or officers, directors, affiliates and shareholders of each Holder, any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Act, the Exchange Act or any state securities law; and the Company will pay to each such Holder, partners or officers, directors, affiliates and shareholders of each Holder, underwriter or controlling person, as incurred (subject to submission of supporting documentation in reasonable detail), any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.10(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed), nor

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shall the Company be liable to any Holder, partners or officers, directors, affiliates and shareholders of each Holder, underwriter or controlling person in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, underwriter or controlling person.

(b) To the extent permitted by law, each Holder, including the partners or officers, directors and shareholders of each Holder, whose Registrable Securities are included in the registration statement will severally but not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, any underwriter, any other Holder and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will pay, as incurred (subject to submission of supporting documentation in reasonable detail), any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 1.10(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.10(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld or delayed; provided, that, in no event shall any indemnity under this subsection 1.10(b) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 1.10 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.10, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.10, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.10.

(d) If the indemnification provided for in this Section 1.10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the

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relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with Violations that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations; provided, that, in no event shall any contribution by a Holder under this Subsection 1.10(d) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such Violation.

(e) Unless otherwise superceded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Section 1.10 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise and shall survive the termination of this Agreement. No indemnifying party, in defense of any claim of litigation set forth under this Section 1.10, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

1.11 Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the Exchange Act;

(b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective;

(c) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the Exchange Act; and

(d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

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1.12 Form S-3 Registration. In case the Company shall receive from any Holder or Holders of not less than twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 or similar forms which may be promulgated in the future and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.12: (1) if Form S-3 (or such similar form(s) which may be promulgated in the future) is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,000; (3) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.12; provided, however, that the Company shall not utilize this right more than once in any twelve month period; or (4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject in such jurisdiction and except as may be required by law.

(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 1.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

(d) If the Holders initiating the registration request pursuant to this Section 1.12 (“S-3 Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.12 and the Company shall include such information in the written notice referred to in subsection 1.12(a). The underwriter will be selected by a majority in interest of the S-3 Initiating Holders (based on Registrable Securities requested to be included) and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the S-3 Initiating Holders based on Registrable Securities requested to be included and such

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Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.12, if the underwriter advises the S-3 Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the S-3 Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the S-3 Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

1.13 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee who (i) is a partner, retired partner, affiliated fund of such Holder when such Holder is a partnership; (ii) is a member, retired member or affiliated fund of the Holder when the Holder is a limited liability company; (iii) is a family member of such Holder or trust for the benefit of such Holder and/or such Holder’s family members; (iv) is an affiliated entity of such Holder having substantially the same equity holders as such Holder; (v) to a trustee or a successor trust or successor trustee when such Holder is a trust under an employee benefit plan; or (vi) acquires at least 5% of the Holder’s Registrable Securities, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership or limited liability company who are partners, retired partners, members or retired members of such partnership or limited liability company (including spouses and ancestors, lineal descendants and siblings of such partners, members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

1.14 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant registration rights senior or pari-passu with the registration rights granted to the holders of Registrable Securities or which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 or Section 1.12 thereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 1.2.

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1.15 “Market Stand-Off” Agreement. Each Holder hereby agrees that, during the period of duration up to, but not exceeding, 180 days (subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with the Rule 2711 of the National Association of Securities Dealers, Inc.) specified by the Company and an underwriter of Common Stock or other securities of the Company, following the date of the final prospectus distributed in connection with a registration statement of the Company filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to transferees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration; provided, however, that:

(a) such agreement shall be applicable only to the first such registration statement of the Company which covers Common Stock (or other securities) to be sold on its behalf to the public in an underwritten offering;

(b) all officers and directors of the Company, all one-percent (1%) securityholders, and all other persons with registration rights (whether or not pursuant to this Agreement) enter into similar agreements; and

(c) any release from the lock-up restrictions set forth in such market stand-off agreement, at any time during the market stand-off period, shall be granted pro rata among the Holders of Registrable Securities and on a pari passu basis with any such release granted to any other person subject to such lock-up restrictions, so that each Holder of Registrable Securities may sell, transfer or otherwise dispose of an equal percentage of his, her or its shares originally subject to lock-up restrictions.

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period, and each Holder agrees that, if so requested, such Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 1.15.

Notwithstanding the foregoing, the obligations described in this Section 1.15 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future.

1.16 Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of a Qualified IPO, or (ii) with respect to any Holder, at such time after the Qualified IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares immediately without registration.

2. Covenants of the Company.

2.1 Delivery of Financial Statements. The Company shall deliver to IFC so long as it remains a stockholder of the Company and to each holder of at least two percent (2%) of the Company’s outstanding Registrable Securities (or the Common Stock issued upon conversion thereof) (each a “Major Holder”):

(a) as soon as practicable, but in any event within one hundred eighty (180) days after the end of each fiscal year of the Company (or such longer period of time requested by the

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Company’s auditors), an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with United States generally accepted accounting principles (“GAAP”), and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company, provided, however, that Photon may use also China generally accepted accounting principles in compliance with PRC tax laws;

(b) within forty-five (45) days of the end of each quarter, an unaudited income statement and a statement of cash flows and balance sheet for and as of the end of such quarter, in reasonable detail and comparing results to the annual plan and to the prior year comparable period;

(c) as soon as practicable, but in any event no later than 30 days prior to the end of each fiscal year, a budget and financial plan for the next fiscal year for the Company prepared on a monthly basis, including balance sheets and sources and applications of funds statements for such months, provided, however, that such budget and financial plan may be in draft form pending approval by the Board of Directors; and, as soon as prepared, any revised or updated budgets and financial plans for such fiscal year prepared by the Company, including the final annual budget and financial plan approved by the Board of Directors;

(d) with respect to the financial statements called for in subsection (b) of this Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change its accounting principles consistent with GAAP, if the Board of Directors determines that it is in the best interest of the Company to do so;

(e) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as any Major Holder or any assignee of any Major Holder may from time to time reasonably request, provided, however, that the Company shall not be obligated under this subsection (e) or any other subsection of this Section 2.1 to provide information which it deems in good faith to be a trade secret or similar confidential information.

2.2 Inspection. (a) The Company shall permit each Major Holder (other than corporate or strategic investors, which shall not be deemed to include IFC), at such Major Holder’s expense and upon reasonable advance notice, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Major Holder; provided however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information.

(b) Upon IFC’s request, and with reasonable prior notice to the Company, the Company shall permit representatives of IFC and the CAO, during normal office hours, to: (i) visit any of the sites and premises where the business of the Company or any Subsidiary is conducted; (ii) inspect any of the Company’s and each of its Subsidiary’s sites, facilities, plants and equipment; (iii) have access to the Company’s and each of its Subsidiary’s books of account and all records; and (iv) have access to those employees, agents, contractors and subcontractors of the Company and its Subsidiaries who have or may have knowledge of matters with respect to which IFC seeks information; provided that (i) no such reasonable prior notice shall be necessary if special circumstances so require and in the case of the CAO, such access shall be for the purpose of carrying out the CAO’s Role; provided however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information.

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For purposes of this Section 2.2 (b), the “CAO” means the Compliance Advisor Ombudsman, the independent accountability mechanism for IFC that impartially responds to environmental and social concerns of affected communities and aims to enhance outcomes and “CAO’s Role” is (i) to respond to complaints by persons who have been or are likely to be directly affected by the social or environmental impacts of IFC projects; and (ii) to oversee audits of IFC’s social and environmental performance, particularly in relation to sensitive projects, and to ensure compliance with IFC’s social and environmental policies, guidelines, procedures and systems.

2.3 Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Major Holder a right of first offer (the “Company Right of First Offer”) with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, a Major Holder includes any general partners, members and affiliates of a Major Holder. A Major Holder who chooses to exercise the right of first offer may designate as purchasers under such right to itself or its partners, members or affiliates in such proportions as it deems appropriate.

Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock, (“Shares”), the Company shall first make an offering of such Shares to each Major Holder in accordance with the following provisions:

(a) The Company shall deliver a notice pursuant to Section 3.5 (“Notice”) to the Major Holders stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Shares.

(b) Within twenty (20) business days after delivery of the Notice, the Major Holder may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of such Shares which equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Major Holder bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities). The Company shall promptly, in writing, inform each Major Holder that purchases all the shares available to it (each, a “Fully-Exercising Investor”) of any other Major Holder’s failure to do likewise. During the ten (10) day period commencing after receipt of such information, each Fully-Exercising Investor shall be entitled to obtain that portion of the Shares for which Major Holders were entitled to subscribe but which were not subscribed for by the Major Holders that is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Fully-Exercising Investor bears to the total number of shares held by all Fully-Exercising Investors.

(c) If all Shares referred to in the Notice are not elected to be obtained as provided in subsection 2.3(b) hereof, the Company may, during the sixty (60) day period following the expiration of the period provided in subsection 2.3(b) hereof, offer the remaining unsubscribed portion of the Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Holders in accordance herewith.

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(d) The closing of any purchase of Shares by the Major Holder pursuant to this Section 2.3 shall be held at the time and place of and on the same terms and conditions as the new issuance or sale of Shares, or at such other time and place as the parties to the transaction may agree, provided that the major Holder shall not be required to exercise its right of first refusal under this Section 2.3 in the event the new issuance or sale is not consummated.

(e) The right of first offer in this Section 2.3 shall not be applicable (i) to the issuance or sale of Common Stock (or options therefor) to employees, consultants and directors, pursuant to stock option plans, restricted stock plans or agreements approved by the Board of Directors for the primary purpose of soliciting or retaining their services, or (ii) to or after consummation of a bona fide, firmly underwritten public offering of shares of Common Stock pursuant to which all outstanding shares of Preferred Stock are converted to Common Stock, or (iii) to the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities issued and outstanding as of the date of this Agreement, or (iv) to the issuance of securities in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise and including without limitation all securities issued or issuable in connection with the Photon Acquisition, the terms of which are approved by the Board of Directors, or (v) to the issuance of securities to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, or similar transactions, or (vi) to the issuance of securities that, with unanimous approval of the Board of Directors of the Company, are not offered to any existing stockholder of the Company, or (ix) to the issuance or sale of the Series X Preferred Stock issued pursuant to the Purchase Agreement or (x) to the issuance of securities to an entity as a component of any business relationship with such entity for the purpose of (a) joint venture, technology licensing or development activities, (b) distribution, supply or manufacture of the Company’s products or services or (c) any other arrangements involving corporate partners that are primarily for purposes other than raising capital, the terms of which business relationship are approved by the Board of Directors.

2.4 Spin-out Preemptive Rights. If at any time (i) the Company creates a direct or indirect subsidiary that is not a wholly owned subsidiary (either directly or indirectly) (other than de minimis ownership to the extent required by applicable laws outside of the United States), (ii) any direct or indirect subsidiary of the Company sells or transfers any shares of capital stock to any entity other than the Company or a direct or indirect wholly owned subsidiary of the Company (other than de minimis ownership to the extent required by applicable laws outside of the United States), (iii) any direct or indirect subsidiary of the Company merges, consolidates or takes any other action that results in such subsidiary not remaining a wholly owned subsidiary of the Company (either directly or indirectly) (other than de minimis ownership to the extent required by applicable laws outside of the United States), or (iv) any direct or indirect subsidiary of the Company sells all or substantially all of its assets to any person or entity other than the Company or a direct or indirect wholly owned subsidiary of the Company, then in each case the Company shall cause such subsidiary (or the surviving or successor entity or purchaser of assets) (each, a “Spin-out Entity”) to provide each Major Holder a right of first offer (the “Spin-out Preemptive Rights”) to purchase up to its pro rata share with respect to any Common Stock, Preferred Stock or any other security of the Spin-out Entity, including but not limited to, rights, options, or warrants to purchase such Common Stock, Preferred Stock or other security (“Spin-out Shares”) offered by the Spin-out Entity for financing purposes. The manner and procedure of such Spin-out Preemptive Rights shall be substantially similar to those described in Section 2.3 with respect to the Company Right of First Offer. The Company shall use its best efforts to cause, or exert such influence it may have to cause, the organizational documents of the Spin-out Entity (i) to provide for voting rights and preferences equivalent to the voting rights and preferences of the Series X Preferred Stock and (ii) to contain provisions similar to Section 2.3 and 2.4 hereof.

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The foregoing Spin-out Preemptive Rights shall not apply to any issuance of equity securities of any existing subsidiary of Photon, including without limitation Photon Broadband or Pan Access Communications.

2.5 Common Stock Issuances. Unless the Board of Directors so authorizes, the Company hereby covenants that all stock, stock equivalents and options issued after the date hereof to employees, directors, consultants and other service providers of the Company shall vest in accordance with the following vesting schedule: twenty-five percent (25%) of the shares to vest at the expiration of one (1) year from the date of the grant if the grantee is then in the service of the Company and the remaining seventy-five percent (75%) of the shares to vest on the last day of each succeeding month in a series of thirty-six (36) successive monthly installments upon the completion by the employee, director, consultant or service provider of each month of service over the thirty-six (36) month period measured from the date on which the first twenty-five percent (25%) of the shares vested. The Company shall provide that any shares of its Common Stock sold to employees or consultants pursuant to their service to the Company be non-transferable prior to vesting and be subject to a right of first refusal in favor of the Company until the Company’s initial public offering, in each case subject to customary exclusions for estate planning and family transfers. In addition, such shares shall be subject to a customary “lock up” period in the event of stock offerings to the public by the Company.

2.6 Confidentiality Agreements. The Company hereby covenants that it shall require each officer, employee and consultant of the Company to enter into and execute and thereafter comply with a confidentiality and invention assignment agreement.

2.7. Photon PRC Board Observer. At such time as the Company (through its subsidiaries) has acquired ownership in all of the outstanding capital shares of Photon, the Company shall invite a representative designated by a majority in interest of the “PRC Incorporated Shareholders” (the “Photon PRC Board Observer”), who shall initially be Guang Shu, to attend all meetings of its Board of Directors in a nonvoting capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other material that it provides to its directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company reasonably believes that such exclusion is necessary to preserve attorney-client, work product or similar privilege, to protect highly confidential proprietary information or for other similar reasons. Any substitution or replacement of the Photon PRC Board Observer is subject to approval by the Company and, in its sole discretion, the Company may decline to allow a replacement for Mr. Shu or any succeeding Photon PRC Board Observer should such person’s service as the Photon PRC Board Observer terminate for any reason. All expenses of the Photon PRC Board Observer shall be the responsibility of the PRC Incorporated Shareholders.

For purposes of this Section 2.7, the “PRC Incorporated Shareholders” shall mean the following former shareholders of Photon: Shen Zhen Changyuan Winner Investment Co., Ltd., Shen Zhen Changyuan New Material Co., Ltd., Guangzhou ShengKai Investment Development Co., Ltd., Shanghai Nanometer Venture Investment Co., Ltd., Beijing Junji Investment Management Co., Ltd., Chengdu Deep Blue Telecommunication Technology Co., Ltd., and Kunming Ke Pin Electronics Co., Ltd. plus the following shareholder of Photon: China Merchants (Shenzhen) Industry Ltd.

2.8 Covenant Regarding Sanctionable Practices.

(a) The Company shall not commit or engage in (and shall not authorize or permit any subsidiary, affiliate or any other person acting on its behalf to commit or engage in) with respect to itself or its operations or any of its investments, or any transaction contemplated by this Agreement, the Purchase Agreement, the Voting Agreement or the Co-Sale Agreement, any Sanctionable

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Practice. The Company further covenants that should IFC notify the Company of its concerns that there has been a violation of the provisions of this Section, the Company shall cooperate in good faith with IFC and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request.

(b) For purposes of this Section 2.8: “Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined in, and interpreted in accordance with, the Anti-Corruption Guidelines attached to this Agreement as Exhibit H.

2.9 Covenant Regarding AML/CFT Requirements. The Company shall institute, maintain and comply with appropriate internal procedures and controls in compliance with applicable national laws, for the purpose of preventing the Company and its subsidiaries from being used for money laundering, the financing of terrorist activity, fraud, or other corrupt or illegal purposes or practices; and ensure that the Company and its subsidiaries will not enter into any transaction with, or for the benefit of, any individuals or institutions named on the lists of sanctioned persons promulgated by the United Nations Security Council or its committees pursuant to resolutions in connection with money laundering or anti-terrorism matters.

2.10 Covenants Regarding Environmental Matters.

(a) Through its employees, agents, contractors and subcontractors, the Company shall design, construct, operate, maintain and monitor all of its sites, plants, equipment and facilities: (i) in accordance with the Environmental and Social Policies and the Environmental, Health and Safety Guidelines; (ii) in compliance with the ERS; and (iii) in compliance with applicable environmental, occupational health and safety requirements, and any child labor and forced labor laws, rules and regulations (including any international treaty obligations, if any) of the government of the United States of America and/or the Peoples Republic of China and the local authorities of each relevant jurisdiction.

(b) The Company shall periodically review the form of the Annual Monitoring Report and advise IFC as to whether modification of the form is necessary based on any changes in the business or operations of the Company or any of its subsidiaries, and revise the form as agreed with IFC.

(c) The Company shall not amend the ERS without IFC’s consent, unless the amendment is consistent the Environmental and Social Policies, the Environmental, Health and Safety Guidelines, and other provisions of this Agreement.

(d) Within ninety (90) days after the end of each fiscal year, the Company shall deliver to IFC an Annual Monitoring Report, substantially in the form of Exhibit C attached hereto, confirming compliance with the Environmental, Health and Safety Guidelines, the Environmental and Social Policies, the Policy Statement and the applicable national or local requirements of the United States of America and/or the Peoples Republic of China, as applicable, or, as the case may be, detailing any non-compliance, and setting out the action being taken to ensure compliance.

(e) As soon as possible but no later than three (3) days after its occurrence, the Company shall notify the Company’s Board of Directors, including IFC, and applicable authorities of any incident or accident at any of the sites or facilities operated by the Company or any of its subsidiaries

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or areas otherwise within the Company’s or any of its subsidiaries’ management or control, which has or may reasonably be expected to have a material adverse effect on the environment, health or safety, including, without limitation, explosions, spills or workplace accidents which result in death, serious or multiple injury or major pollution, specifying, in each case, the nature of the incident or accident, the on-site and off-site impacts arising or likely to arise therefrom and the measures the Company and/or the relevant subsidiary is taking or plans to take to address those impacts; and keep the Company’s Board of Directors and IFC informed of the on-going implementation of those measures;

(f) Neither the Company nor any of its subsidiaries shall engage in any of the activities described in the Exclusion List.

For purposes of this Section 2.10: (i) “Annual Monitoring Report” means the report to be submitted to IFC pursuant to Section 2.10(e) of this Agreement, substantially in the form of Exhibit C attached hereto; (ii) “Corrective Action Plan” means the Corrective Action Plan, dated April 4, 2006 and attached hereto as Exhibit D attached hereto, as amended or supplemented from time to time as appropriate in a manner consistent with the Environmental and Social Policies and the Environmental, Health and Safety Guidelines, and other provisions of this Agreement; (iii) “ERS” means the Environmental Review Summary dated April 4, 2006, prepared by IFC and approved by the Company, as in a manner consistent with the Environmental and Social Policies, the Environmental, Health and Safety Guidelines, and other provisions of this Agreement; (iv) “Environmental and Social Policies” means IFC’s Operational Policy 4.01 Environmental Assessment (October 1998), IFC Policy Statement on Child and Forced Labor (March 1998) and Public Disclosure (September 1998) copies of which have been delivered to, and receipt of which has been acknowledged by, the Company by letter dated April 4, 2006; (v) “Environmental, Health and Safety Guidelines” means IFC’s Environmental Health and Safety Guidelines for Electronics Manufacturing (July 1998), Occupational Health and Safety Guidelines (June 2003), Hazardous Materials Management (December 2001) and General Environmental Guidelines (July 1998) copies of which have been delivered to, and receipt of which has been acknowledged by, the Company by letter dated April 4, 2006; (vi) “Exclusion List” means the activities set forth in Exhibit E attached hereto; and (vii) “Policy Statement” means the Corporate Environmental and Social Policy Statement to be adopted by the Company, substantially in the form of Exhibit F attached hereto;

2.11 Covenant Regarding Shell Banking. The Company shall, and shall ensure that each of its subsidiaries, at all times institute, maintain and comply with internal procedures and controls, so as to not maintain accounts with or affect transactions through Shell Banks or financial institutions that permit correspondent banking relationships with Shell Banks.

For purposes of this Section 2.11, “Shell Banks” means any bank or other financial institution which (i) is incorporated or conducts business in a jurisdiction in which it has no operating branch or other physical presence and (ii) is not an affiliate of a regulated bank, financial institution or financial group.

2.12 Insurance Requirements. Unless IFC otherwise agrees, the Company shall: (i) insure and keep insured on terms and conditions acceptable to IFC, with a reputable insurer or insurers, all its assets and business which can be insured, against insurable losses, on a reinstatement basis utilizing current full replacement values, including, without limitation, insurance covers listed in Exhibit G attached hereto and any other insurance required by law; and the policies shall be in the English language; (ii) punctually pay any premium, commission and any other amounts necessary for effecting and maintaining in force each insurance policy; (iii) not do or omit to do, or permit to be done or not done, anything which might prejudice the Company’s right to claim or recover under any insurance policy; (iv)promptly notify the relevant insurer of any claim by the Company under any policy written by that insurer and diligently pursue that claim.

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2.13 Termination of Covenants

(a) The covenants set forth in this Section 2 shall terminate and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPO or (ii) the consummation of an actual liquidation, dissolution or winding up of the Company.

(b) The covenants set forth in Sections 2.1 and 2.2 shall terminate and be of no further force or effect with respect to all Major Holders other than IFC when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in paragraph (a) above.

(c) Notwithstanding anything contained herein to the contrary, the covenants set forth in Sections 2.9, 2.10, 2.11 and 2.12 shall remain in full force and effect so long as IFC remains a stockholder of the Company.

3. Miscellaneous.

3.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any securities held by the Investors and of any Preferred Stock, or any Common Stock issued upon conversion thereof). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

3.2 Governing Law. This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws.

3.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

3.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.5 Notices. Unless otherwise provided, any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by a recognized overnight courier or sent by facsimile, receipt confirmed, or three (3) business days after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or on Exhibit A hereto or as subsequently modified by written notice.

3.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

-19-

3.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company, IFC and the holders of at least a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding, each future holder of all such Registrable Securities, and the Company. Notwithstanding the foregoing, no amendment or supplement to this Agreement may be made without the consent of each party affected by such amendment or supplement if such amendment or supplement would, by its terms, (i) impose any new obligation on such party under this Agreement, (ii) increase any existing obligations of such party under this Agreement or (iii) diminish or waive the rights of such party under this Agreement without similarly diminishing or waiving the rights of all similarly situated parties.

3.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (x) such provision shall be excluded from this Agreement, (y) the balance of the Agreement shall be interpreted as if such provision were so excluded and (z) the balance of the Agreement shall be enforceable in accordance with its terms.

3.9 Aggregation of Stock. All shares of the Preferred Stock held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

3.10 Addition of Investors. Notwithstanding anything to the contrary contained herein, if the Company shall issue additional securities (i) pursuant to the Purchase Agreement, (ii) in connection with the Photon Acquisition or (iii) in connection with any acquisition of another entity by means of any transaction or series of related transactions (including, without limitation by merger, or asset or stock purchase) approved by the Board of Directors of the Company, any recipient of such securities may become a party to this Agreement as an “Investor” by (x) executing and delivering an additional counterpart signature page to this Agreement or (y) otherwise agreeing in a writing to be bound by this Agreement. In such event, such recipient shall be deemed a “Holder,” and the shares of Common Stock issuable or issued upon conversion or exercise of such securities shall be deemed to be “Registrable Securities,” for all purposes of this Agreement.

3.11 Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and any and all other written or oral agreement relating to the subject matter hereof existing among the parties hereto are expressly superceded and replaced by this Agreement. For avoidance of doubt, this Agreement terminates and supersedes in all respects the Prior Agreement.

3.12 Accession to Agreements. By signing below, the parties hereto acknowledge that any creditors of the Company who received shares of Series 1 Preferred Stock in connection with the Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code shall have the rights and obligations under this Agreement.

3.13 Termination, Amendment and Restatement of Prior Agreement and Waiver by Existing Investors of Prior Investor Rights. The Existing Investors hereby terminate the Prior Agreement and amend and restate the Prior Agreement as set forth herein. Except as set forth in the following sentence, the Existing Investors hereby waive and forever release any claims any such Existing Investor has or may have had against any party with respect to their rights under the Prior Agreement, including, but not limited to, the right of first offer set forth in Section 2.3 therein, including any right of

-20-

first offer with respect to the issuance of Series X Preferred Stock. IFC does not waive or release any claims IFC has or may have against any party with respect to IFC’s rights under Sections 2.1, 2.2, 2.8, 2.9, 210, 2.11 or 2.12 of the Prior Agreement for a period of one (1) year following the date of this Agreement.

3.14 IFC Immunities.

(a) The parties hereto hereby acknowledge that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. The parties hereto hereby waive any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury. The foregoing shall not preclude any other legal or equitable remedies available to a party under applicable law.

(b) The parties further acknowledge and agree that: (i) no provision of this Agreement in any way constitutes or implies a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions or applicable law, including, without limitation, the immunity of its property and assets from seizure, attachment or execution before delivery of final judgment against it; and (ii) the archives of IFC remain inviolable.

[Signature Page Follows]

-21-

The parties have executed this 2008 Investors’ Rights Agreement as of the date first above written.


COMPANY:

NEOPHOTONICS CORPORATION

By:		/s/ Timothy S. Jenks
		Timothy S. Jenks,
		President and Chief Executive Officer


Address:		2911 Zanker Road
		San Jose, CA 95134-2125
		U.S.A.

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

INTERNATIONAL FINANCE CORPORATION

By:		/s/ Andrew Bartley


Print Name:		Andrew Bartley


Title:		Acting Director



Effective as of May 13, 2008

Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

OAK IX AFFILIATES FUND, LIMITED PARTNERSHIP

By:		/s/ Bandel Carano
		Bandel Carano
		Managing Member of Oak Associates IX, LLC
		The General Partner of Oak IX Affiliates Fund, Limited Partnership

OAK INVESTMENT PARTNERS IX, LIMITED PARTNERSHIP

By:		/s/ Bandel Carano
		Bandel Carano
		Managing Member of Oak Associates IX, LLC
		The General Partner of Oak Investment Partners IX, Limited Partnership

OAK IX AFFILIATES FUND-A, LIMITED PARTNERSHIP

By:		/s/ Bandel Carano
		Bandel Carano
		Managing Member of Oak Associates IX, LLC
		The General Partner of Oak IX Affiliates Fund-A, Limited Partnership

OAK INVESTMENT PARTNERS X, LIMITED PARTNERSHIP

By:		/s/ Bandel Carano
		Bandel Carano
		Managing Member of Oak Associates X, LLC
		The General Partner of Oak Investment Partners X, Limited Partnership

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

OAK X AFFILIATES FUND, LIMITED PARTNERSHIP

By:		/s/ Bandel Carano
		Bandel Carano
		Managing Member of Oak Associates X, LLC
		The General Partner of Oak X Affiliates Fund, Limited Partnership

OAK INVESTMENT PARTNERS XI, LIMITED PARTNERSHIP

By:		/s/ Bandel Carano
		Bandel Carano
		Managing Member of Oak Associates XI, LLC
		The General Partner of Oak Investment Partners XI, Limited Partnership



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

DRAPER FISHER JURVETSON FUND VII, L.P.

By:		/s/ Stephen T. Jurvetson
		Stephen T. Jurvetson, Managing Director

DRAPER FISHER JURVETSON PARTNERS VII, LLC

By:		/s/ Stephen T. Jurvetson
		Stephen T. Jurvetson, Managing Member

DRAPER ASSOCIATES, L.P.

By:		/s/ Timothy C. Draper
		Timothy C. Draper, General Partner

DRAPER FISHER PARTNERS, LLC

By:		/s/ Timothy C. Draper
		Timothy C. Draper, Managing Member

DRAPER GC PARTNERS, LLC

By:		/s/ Timothy C. Draper
		Timothy C. Draper, Managing Member



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

By:		/s/ Tim Draper
		Tim Draper



Address:



By:		/s/ Warren Packard
		Warren Packard



Address:



THE TIMOTHY C. DRAPER LIVING TRUST

By:		/s/ Timothy C. Draper
		Timothy C. Draper, Trustee



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

THE FONSTAD LIVING TRUST dated March 26, 1999

By:		/s/ Jennifer Fonstad
		Jennifer Fonstad, Trustee



Address:



By:		/s/ Mark Greenstein
		Mark Greenstein



Address:



THE STEVE AND KARLA JURVETSON LIVING TRUST dated August 27, 2002

By:		/s/ Steve Jurvetson
		Steve Jurvetson, Trustee



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (SEVF2)



By:		/s/ Josh Richter
		Josh Richter Director
		Separate Investments



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

ATA Ventures I, L.P., by its General Partner, ATA Management I, LLC
ATA Affiliates Fund I, L.P., by its General Partner, ATA Management I, LLC
ATA Investment Fund I, L.P., by its General Partner, ATA Management I, LLC

/s/ T. Peter Thomas
T. Peter Thomas, Managing Director



Address:



ALPS INFORMATION TECHNOLOGY FUND LP

By:		ALPS Investment Research, LLC
Its:		General Partner

By:
		Hideaki Sato
Its:



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

TEMPOVEST FUND II, L.P. ACTING BY ITS GENERAL PARTNER
NT GENERAL PARTNER (GUERNSEY) LIMITED

Signature:		/s/ Gary Manger

Print Name:		Gary Manger, Director

Address:


TECHNOLOGY GATEWAY PARTNERSHIP II

By:		/s/ Thomas O Gephart
Print Name:		Thomas O Gephart
Its:		Managing Partner

Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

INSTITUTIONAL VENTURE PARTNERS VII, L.P.,

By its General Partner - Institutional Venture
Management VII, L.P.

By:		/s/ T. Peter Thomas
		T. Peter Thomas, General Partner

INSTITUTIONAL VENTURE MANAGEMENT VII, L.P.

By:		/s/ T. Peter Thomas
		T. Peter Thomas, General Partner



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

ROCKPORT CAPITAL PARTNERS, L.P.

By: RockPort Capital I, LLC, its General Partner

By:		/s/ Stoddard Wilson
		Stoddard Wilson
		Managing Member

RP CO-INVESTMENT FUND I, L.P.

By: RP Co-Investment Fund I GP, LLC

By:		/s/ Stoddard Wilson
		Stoddard Wilson
		Managing Member



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

HARRIS & HARRIS GROUP, INC.

By:		/s/ Douglas W. Jamison


Print Name:		Douglas W. Jamison



Title:		President



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

LINKMORE LIMITED

By:		/s/ Morris Lu
Name:		Morris Lu
Its:		Managing Director



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

By:		/s/ Hal Stillman
		Hal Stillman



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

By:		/s/ Helen Gordon Selser
		Helen Gordon Selser



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

SOPKIN FAMILY TRUST, ELLIOT AND CHERYL

By:		/s/ Elliot Sopkin
Print Name:		Elliot Sopkin
Title:

ELLIOT SOPKIN

By:		/s/ Elliot Sopkin
Print Name:		Elliot Sopkin
Title:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

By:		/s/ Robert Douglas Moffat
		Robert Douglas Moffat



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

By:		/s/ John H. Sellers
		John Sellers


Address:


HEWM/VLG INVESTMENTS LLC

By:		/s/ Mark Royer


Print Name:		Mark Royer


Its:		Fund Manager


Address:



VLG INVESTMENTS 2006, LLC

By:		Heller Erhman LLP, Manager

By:		/s/ Mark Royer


Print Name:		Mark Royer


Its:		Fund Manager


Address:


VLG INVESTMENTS 2008, LLC

By:		Heller Erhman LLP, Manager

By:		/s/ Mark Royer


Print Name:		Mark Royer


Its:		Fund Manager


Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

THE SUKLE LIVING TRUST U/A/D JULY 17, 1986

By:		/s/ Karen Sukle
		Karen Sukle

Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

SIGEFI, BURNETTE & VALLEE I, L.P.
By SBV Capital Management, LLC its General Partner

By:		/s/ Jacques Vallee
		Dr. Jacques Vallee
		General Partner

SIGEFI, BURNETTE & VALLEE IA, L.P.
By SBV Capital Management, LLC its General Partner

By:		/s/ Jacques Vallee
		Dr. Jacques Vallee
		General Partner



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

By:		/s/ Kenneth Westrick
		Kenneth Westrick



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

By:		/s/ Kristen Westrick
		Kirsten Westrick



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

MASTERS CAPITAL NANOTECHNOLOGY FUND, LP

By: Masters Capital Nanotechnology, LLC, its General Partner

By: Linkhorn Capital Advisors, Inc., its Co-Managing Member

By:		/s/ Mel P. Melsheimer
		Mel P. Melsheimer
		President

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

TIMOTHY S. JENKS AND ATSUKO JENKS DECLARATION OF TRUST DATED 7 JAN 1996

By:		/s/ Timothy S. Jenks
		Timothy S. Jenks



Address:



TIMOTHY S. JENKS

By:		/s/ Timothy S. Jenks
		Timothy S. Jenks



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

By:		/s/ Sheldon Sobel
		Sheldon Sobel



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

PETER S. DARDI AND BRIDGETTE A. BARRY

By:		/s/ Peter S. Dardi / /s/ Bridgette A. Barry


Print Name:		Peter S. Dardi / Bridgette A. Barry


Its:		self



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

JJNMK LIMITED PARTNERSHP

By:		/s/ J.J. Kleinsmith


Print Name:		J.J. Kleinsmith


Its:		General Partner



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

WELLWAY INTERNATIONAL LIMITED

By:		/s/ Robert Peng


Print Name:		Robert Peng


Its:		Director



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

NISON LIMITED

By:		/s/ Robert Peng


Print Name:		Robert Peng


Its:		Director



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

CREATIVE CHINA INVESTMENT LIMITED

By:		/s/ Robert Peng


Print Name:		Robert Peng


Its:		Director



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

BAY III, L.P.

By:		/s/ Neal Dempsey


Print Name:		Neal Dempsey


Its:		Manager



Address:



BAY III ENTREPRENEURS FUND, L.P.

By:		/s/ Neal Dempsey


Print Name:		Neal Dempsey


Its:		Manager



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

NEEDHAM CAPITAL PARTNERS III, L.P.
NEEDHAM CAPITAL PARTNERS IIIA, L.P.
NEEDHAM CAPITAL PARTNERS III (BERMUDA), L.P.

/s/ Thomas P. Shanahan
Thomas P. Shanahan, General Partner



Address:



STATE STREET BANK AND TRUST COMPANY AS TRUSTEE FOR THE DUPONT PENSION TRUST

By:		/s/ Dennis Frasu


Print Name:		Dennis Frasu


Title:		V.P.



DCM PRIVATE EQUITY FUND II LLC

By: DuPont Capital Management, its Manager

By:		/s/ Carmen J. Gigliotti


Print Name:		Carmen J. Gigliotti


Title:		Vice President

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

HARBINGER III VENTURE CAPITAL

By:		/s/ C.K. Chung


Print Name:		C.K. Chung


Title:		Director

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


BUDWORTH INVESTMENTS LTD.

By:		/s/ C.K. Chung


Print Name:		C.K. Chung


Title:		Director

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

CRESCENDO IV, LP

By:		/s/ R. David Spreng
Print Name:		R. David Spreng
Title:		Managing General Partner

CRESCENDO IV AG & CO. BETEILINGUNGS KG

By:		/s/ R. David Spreng
Print Name:		R. David Spreng
Title:		Managing General Partner

CRESCENDO IV ENTREPRENEUR FUND A, L.P.

By:		/s/ R. David Spreng
Print Name:		R. David Spreng
Title:		Managing General Partner

CRESCENDO IV ENTREPRENEUR FUND, L.P.

By:		/s/ R. David Spreng
Print Name:		R. David Spreng
Title:		Managing General Partner

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

ALBERT L. JENKS AND BARBARA M. JENKS

By:		/s/ Albert L. Jenks /s/ Barbara M. Jenks


Print Name:		Albert L. Jenks Barbara M. Jenks


Title:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

MEL & SARA MELSHEIMER REVOCABLE TRUST

By:		/s/ Mel P. Melsheimer
		Mel P. Melsheimer, Trustee



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

By:		/s/ Michael Collett
		Michael Collett



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

InfoMission

By:		/s/ Schwuyun Cheng


Print Name:		Schwuyun Cheng


Title:		Owner

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

KEATING CAPTIAL, INC.

By:		/s/ Timothy J. Keating
		Timothy J. Keating, Chief Executive Officer



Address:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:

Lazarus Investment Partners LLLP

By:		/s/ Justin Barus


Print Name:		Justin B. Barus


Title:		Managing Member

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT


INVESTORS:



By:		/s/ David Tate


Print Name:		David Tate


Title:

SIGNATURE PAGE TO 2008 INVESTORS’ RIGHTS AGREEMENT

EXHIBIT A


Name	Amount of Series 1 Preferred Shares	Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
International Finance Corporation 2121 Pennsylvania Avenue, N.W. Washington, D.C. 20433 United States of America Attention: Director, Global Information and Communications Technology Department Facsimile: 202- 522-7464 With a copy (in the case of communications relating to payments) sent to the attention of Director, Department of Financial Operations, at: Facsimile: 202-522-7419			10,000,000	50,000

Oak Investment Partners XI, Limited Partnership Attn: Bandel Carano Craig Lang c/o Oak Investment Partners 525 University Avenue, Suite 1300 Palo Alto, CA 94301			2,321,675

Oak X Affiliates Fund, Limited Partnership Attn: Bandel Carano Craig Lang c/o Oak Investment Partners 525 University Avenue, Suite 1300 Palo Alto, CA 94301				2,370

Oak Investment Partners X, Limited Partnership Attn: Bandel Carano Craig Lang c/o Oak Investment Partners 525 University Avenue, Suite 1300 Palo Alto, CA 94301				147,630


Name	Amount of Series 1 Preferred Shares	Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
Oak Investment Partners IX, Limited Partnership Attn: Bandel Carano Craig Lang c/o Oak Investment Partners 525 University Avenue, Suite 1300 Palo Alto, CA 94301	10,165,134	3,781,892	23,083,886

Oak IX Affiliates Fund, Limited Partnership Attn: Bandel Carano Craig Lang c/o Oak Investment Partners 525 University Avenue, Suite 1300 Palo Alto, CA 94301	108,344	40,309	246, 035

Oak IX Affiliates Fund – A, Limited Partnership Attn: Bandel Carano Craig Lang c/o Oak Investment Partners 525 University Avenue, Suite 1300 Palo Alto, CA 94301	243,996	90,776	554,079

Draper Fisher Jurvetson Fund VII, L.P. 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025 Attn: Steve Jurvetson	9,653,332	3,370,319	11,451,978	29,241

Draper Fisher Jurvetson Partners VII, LLC 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025 Attn: Steve Jurvetson	140,778	49,151	167,007	426

Draper Associates, L.P. 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025 Attn: Timothy C. Draper	260,000	91,280	310,157	790

Draper Fisher Associates III Annex Fund, L.P. 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025 Attn: Timothy C. Draper John Fisher	429,189	357,462	316,037


Name	Amount of Series 1 Preferred Shares	Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
The Draper 1999 Grandchildren’s Trust 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025 Attn: Timothy C. Draper	1,444	504

Draper Fisher Partners, LLC 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025 Attn: Steve Jurvetson John Fisher	27,881	23,222	20,531	86

Draper GC Partners 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025				2

Tim Draper c/o Draper Fisher Jurvetson 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025		3,174		4

Warren Packard c/o Draper Fisher Jurvetson 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025	9,091	3,174	10,344	27

The Fonstad Living Trust dated March 26, 1999 Attn: Jennifer Fonstad c/o Draper Fisher Jurvetson 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025	9,091	3,174	10,344	27

Mark Greenstein c/o Draper Fisher Jurvetson 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025	4,546	1,587	5,172	14

The Steve and Karla Jurvetson Living Trust dated August 27, 2002 Attn: Steve Jurvetson c/o Draper Fisher Jurvetson 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025	90,910	31,744	103,450	270


Name	Amount of Series 1 Preferred Shares	Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
The Board of Trustees of the Leland Stanford Junior University (SEVF2) Stanford Management Company Attn: Saloni Kapadia Martina Poquet Victoria Von Schell 2770 Sand Hill Road Menlo Park, CA 94025 (650) 926-0265 (650) 854-9267 Fax	136,364	47,616	85,000	320

ATA Ventures I, L.P. Attn: T. Peter Thomas 203 Redwood Shores Pkwy, Ste 550 Redwood City, CA 94065	6,100,810	2,027,563	2,864,281	955

ATA Affiliates Fund I, L.P. Attn: T. Peter Thomas 203 Redwood Shores Pkwy, Ste 550 Redwood City, CA 94065	230,995	76,769	108,450	36

ATA Investment Fund I, L.P. Attn: T. Peter Thomas 203 Redwood Shores Pkwy, Ste 550 Redwood City, CA 94065	58,084	19,304	27,269	9

Alps Information Technology Fund LP Attn: Martin E. Sukle 910 E. Hamilton Avenue, Ste 500 Campbell, CA 95008	909,090	317,441	431,591

Tempovest Fund II, L.P. Mourant International Financial Administration East Wing Trafalgar Court Admiral Park St Peter Port Guernsey GX1 6HJ	3,409,081	1,190,402	2,700,464	10,500

Technology Gateway Partnership II 31473 Rancho Viejo Road Suite 203 San Juan Capistrano, CA 92675 Attn: Thomas O Gephart	909,090	317,441		380


Name	Amount of Series 1 Preferred Shares	Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
Institutional Venture Partners VII, L.P. Attn: T. Peter Thomas 3000 Sand Hill Road Building 2, Suite 290 Menlo Park, CA 94025	1,800,953	498,778	735,000	3,636

Institutional Venture Management VII, L.P. Attn: T. Peter Thomas 3000 Sand Hill Road Building 2, Suite 290 Menlo Park, CA 94025	36,754	10,179	15,000	74

Rockport Capital Partners, L.P. Attn: Todd Wilson 160 Federal Street, 18th Floor Boston, MA 02110	1,363,636	486,503

RP Co-Investment Fund I, L.P. Attn: Todd Wilson 160 Federal Street, 18th Floor Boston, MA 02110	454,545	148,379	430,000

Harris & Harris Group, Inc. 111 West 57^th St., Suite 1100 New York, NY 10019 Attention: Douglas W. Jamison, President	1,831,256	741,898	2,750,000	2,000

Linkmore Limited 7^th Floor No. 86-2 Song-Gao Road Sin-Yi District Taipei, Taiwan 110 Attn: Mr. Morris Lu; Vincent Lu	637,996	222,569		1,020

Hal Stillman [address intentionally deleted]	22,728	7,418	20,000	140

Robert Douglas Moffat [address intentionally deleted]	22,728	7,418	25,000	150

Helen Gordon Selser [address intentionally deleted]	13,637	4,761	8,500	60


Name	Amount of Series 1 Preferred Shares		Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
Sopkin Family Trust Attn: Elliott Sopkin [address intentionally deleted]	22,728 (held as an individual investor	)	7,418		25

HEWM/VLG Investments, LLC c/o Heller Ehrman Venture Law Group 275 Middlefield Road Menlo Park, CA 94025	38,637		18,547

VLG Investments 2006, LLC By: Heller Ehrman LLP, Manager 275 Middlefield Road Menlo Park, CA 94025				27,400

VLG Investments 2008, LLC c/o Heller Ehrman Venture Law Group 275 Middlefield Road Menlo Park, CA 94025					700

John H. Sellers c/o Heller Ehrman Venture Law Group 275 Middlefield Road Menlo Park, CA 94025	6,819		3,709	5,100	50

The Sukle Living Trust U/A/D July 17, 1986 2237 Howard Avenue San Carlos, CA 94070	4,545		1,483	2,500	10

Sigefi, Burnette & Vallee I, L.P. Attn: Jacques Vallee Graham Burnette 100 Hamilton Avenue, Suite 250 Palo Alto, CA 94301 650-522-0085 650-522-0087 Fax	252,273		96,446	489,983	1,900

Sigefi, Burnette & Vallee IA, L.P. Attn: Jacques Vallee Graham Burnette 100 Hamilton Avenue, Suite 250 Palo Alto, CA 94301 650-522-0085 650-522-0087 Fax	20,455		7,418	10,017	100


Name	Amount of Series 1 Preferred Shares	Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
Sands Brothers Venture Capital, LLC Attn: Glen McKelvey Sands Brothers Venture Capital 90 Park Avenue New York, NY 10016	45,454	17,869

Sands Brothers Venture Capital II, LLC Attn: Glen McKelvey Sands Brothers Venture Capital 90 Park Avenue New York, NY 10016	45,454	17,869

Sands Brothers Venture Capital III, LLC Attn: Glen McKelvey Sands Brothers Venture Capital 90 Park Avenue New York, NY 10016	227,272	89,350

Sands Brothers Venture Capital IV, LLC Attn: Glen McKelvey Sands Brothers Venture Capital 90 Park Avenue New York, NY 10016	136,363	53,610

Kenneth Westrick [address intentionally deleted]	227,273	79,360		366

Kirsten Westrick [address intentionally deleted]	227,272	79,360		366

Masters Capital Nanotechnology Fund, L.P. Attn: Mel P. Melsheimer 3060 Peachtree Road, NW Ste 1815 Atlanta, GA 30305	2,650,613	337,450	2,567,370	15,500

Timothy S. Jenks and Atsuko K. Jenks Declaration of Trust dated 7 Jan. 1996 c/o NeoPhotonics Corporation 2911 Zanker Road San Jose, CA 95134-2125		11,129	5,000	80


Name	Amount of Series 1 Preferred Shares	Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
Sheldon Sobel [address intentionally deleted]		22,257	30,000	100

Peter S. Dardi and Bridgette A. Barry [address intentionally deleted]		11,128		500

David F. Kleinsmith [address intentionally deleted]		10,000	15,000	30

Wellway International Limited		1,175,920

Nison Limited		3,056,360		10,000

Landjoy Management Limited		351,462

Cheng Nga Yin		61,435

Yeung San Yuen		1,146,474

Gary Chiang		117,659

Lee Chih Cherng		52,293

Lau Hiu Nam		25,142

The Beijing Junji Blind Trust		80,092

Creative China Investment Limited		497,474

Bay III, L.P. c/o Bay Partners Attn: Bob Williams 10600 N. De Anza Blvd Cupertino, CA 95014	207,029			4,456

Bay III Entrepreneurs Fund, L.P. c/o Bay Partners Attn: Bob Williams 10600 N. De Anza Blvd Cupertino, CA 95014	25,274			544


Name	Amount of Series 1 Preferred Shares	Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
ATEL Venture Fund, LLC Attn: Russ Wilder 600 California St., 6^th Floor San Francisco, CA 94108	158,854

Dominion Venture Finance 1656 North California Blvd. Suite 300 Walnut Creek, CA 94596	1,067,167

Morrison & Foerster, LLP 755 Page Mill Road Palo Alto, CA 94304-1018	17,478

S.J. Building Maintenance	6,539

Timothy Draper Living Trust c/o Draper Fisher Jurvetson 2882 Sand Hill Road, Suite 150 Menlo Park, CA 94025	9,091		10,343	23

Timothy S. Jenks c/o NeoPhotonics Corporation 2911 Zanker Road San Jose, CA 95134-2125	4,775		1,500	20

S.I. Technology Venture Capital Limited Attn: Philip Zhai, Ph.D. 26/F Harcourt House 39 Gloucester Road Hong Kong			7,500,000

Needham Capital Partners III, L.P. c/o Needham & Company, LLC Attn: Thomas P. Shanahan 445 Park Avenue New York, NY 10022			4,091,464	4,888

Needham Capital Partners IIIA, L.P. c/o Needham & Company, LLC Attn: Thomas P. Shanahan 445 Park Avenue New York, NY 10022			438,434	524


Name	Amount of Series 1 Preferred Shares	Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
Needham Capital Partners III (Bermuda), L.P. c/o Needham & Company, LLC Attn: Thomas P. Shanahan 445 Park Avenue New York, NY 10022			846,102	1,011

State Street Bank and Trust Company as Trustee For The Dupont Pension Trust DuPont Capital Management Delaware Corporate Center One Righter Parkway, Suite 3200 Wilmington, DE 19803			4,000,000	14,000

DCM Private Equity Fund II LLC Delaware Corporate Center One Righter Parkway, Suite 3200 Wilmington, DE 19803			1,000,000	1,000

MUS Roosevelt China Pacfic Fund LP Mitsubishi UFJ Securities (HK) Capital, Limited 11/F., AIG Tower, 1 Connaught Road, Central, Hong Kong Attention. Mr. Jun Otsuka			3,000,000

Chais Family Trust [address intentionally deleted]			96,940

Gary Chiang [address intentionally deleted]		117,659

Raymond Chu [address intentionally deleted]			238,761

Budworth Investments 7F, No. 187 Tiding Blvd. Taipei, Taiwan 114			798,841	500

Crescendo IV AG & Co. 480 Cowper Street Suite Palo Alto, CA 94301			177,491	212


Name	Amount of Series 1 Preferred Shares	Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
Crescendo IV Entrepreneur Fund A, L.P. 480 Cowper Street Suite Palo Alto, CA 94301			36,896	44

Crescendo IV Entrepreneur Fund, L.P. 480 Cowper Street Suite Palo Alto, CA 94301			82,513	99

Crescendo IV, L.P. 480 Cowper Street Suite Palo Alto, CA 94301			2,949,447	3,524

Delta Fund I (Israel L.P.) Hertzelia Business Park Hertzelia , Israel 46140			86,637

Delta Fund I, L.P. Hertzelia Business Park Hertzelia , Israel 46140			1,597,725

Delwin Investments, Inc. 100 North Crescent Drive Beverly Hills, CA 90210			26,684

Dominion Capital Management LLC 311 California Street Suit San Francisco, CA 94104	1,067,167

East Gate Private Equity 514 High Street Palo Alto, CA 94301	706,363

ETV Beteiligungs GmbH Rue du Glaud-Pont 12 1003 Lausanne Switzerland			201,835

Gmulot Delta Fund, L.P. Hertzelia Business Park Hertzelia, Pituach Israel			198,123

Bruce K. Graham [address intentionally deleted]			119,303

Gunther Family Trust [address intentionally deleted]			62,231


Name	Amount of Series 1 Preferred Shares	Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
Harbinger III Venture Capi 7F, No. 187, Tiding Blvd. Taipei, Taiwan 114			342,360	1,500

Index Venture Management S.A. 2 Rue de Jargonnant 1207 Geneva Switzerland			42,790

Index Ventures II (Delaware) L.P. No. 1 Seaton PLace St. Helier, Jersey JE4 8YJ Great Britain			1,388,213

Index Ventures II (Jersey) L.P. No. 1 Seaton Place St. Helier, Jersey JE 4 YJ Great Britain			822,744

Index Ventures II GmbH & Co. KG P.O. Box 641 No 1 Seato St. Helier, Jersey JE4 8YJ Great Britain			221,953

Index Ventures II Parallel Entrepreneur Fund (Jersey-A) L.P. No 1 Seaton Place St. Helier, Jersey JE4 YJ Great Britain			25,335

Index Ventures II Parallel Entrepreneur Fund (Jersey-B) L.P. No 1 Seaton Place St. Helier, Jersey JE4 YJ Great Britain			39,717

Infinity Capital VF 2002 Management LLC 480 Cowper Street Unit # 94301			120,497

Mitchell Technology Investments 11601 Wilshire Blvd. Suite 2400 Los Angeles, CA 90025			104,156

Polak Investors, LLC [address intentionally deleted]			18,885

David Polak [address intentionally deleted]			4,507


Name	Amount of Series 1 Preferred Shares	Amount of Series 2 Preferred Shares	Amount of Series 3 Preferred Shares	Amount of Series X Preferred Shares
SEED Venture GmbH & Co. KGaA Schlossplatz10 Karlsruhe D-76113 Germany			427,587

Elliot Sopkin [address intentionally deleted]	22,728			25

Wifleur Inc. 30 St. Clair Avenue West Toronto, Ontario M4V 3A1 Canada			26,684

Wong Wilson [address intentionally deleted]			294,260

Albert L. Jenks and Barbara M. Jenks [address intentionally deleted]				100

Mel P Melsheimer [address intentionally deleted]				1,750

Michael Collett [address intentionally deleted]				250

EXHIBIT B

Concord-represented Parties

Wellway International Limited

Pasea Estate

Road Town

Tortola, British Virgin Islands

Nison Limited

Pasea Estate

Road Town

Tortola, British Virgin Islands

Chu Hoi Ping

[address intentionally deleted]

Landjoy Management Limited

Akara Builiding

24 De Castro Street

Wickhams Cayi

Road Town

Tortola, British Virgin Islands

Cheng Nga Yin

[address intentionally deleted]

Yeung Sau Yuen

[address intentionally deleted]

Gary Chiang

[address intentionally deleted]

Lee Chih Cherng

[address intentionally deleted]

Lau Hiu Nam

[address intentionally deleted]

Tse Mang

[address intentionally deleted]

The Beijing Junji Blind Trust Agreement F/B/O

Beisjing Junji Investment Management, Ltd., dated

this 7^th day of December, 2005

[address intentionally deleted]

EXHIBIT C

FORM OF ANNUAL MONITORING REPORT

EXHIBIT D

CORRECTIVE ACTION PLAN


Action		Target Completion Date
Prepare Corporate Policy Statement Write a NeoPhotonics policy statement for the organization that clearly defines the NeoPhotonics’ position (e.g. vision, mission and consumer relations) regarding production and product quality, environmental management, and occupational health and safety for all existing facilities and future acquisitions (including the Shenzhen facility).		Condition of IFC Purchase (Initial Closing)

Management Endorsement of Corporate Policy Obtain senior management endorsement of the policy statement; announce the existence of the management approved corporate policy and distribute the corporate policy to all employees and management staff and contractors. Conduct briefings in all divisions explaining the quality, environment and occupational health and safety policy and how it will be implemented and integrated through the creation of an integrated management system addressing production and product quality, environmental management and occupational health and safety.		Within Three (3) Months After IFC Purchase (Initial Closing)

Implement Environmental Management System (EMS) Implement an Environmental Management System similar in scope and desired outcomes as the management system in use at the NeoPhotonics’ San Jose facility. Existing corporate EMS may be adapted and/or extended to incorporate Shenzhen and/or other corporate facilities. Employees at the Shenzhen (and other foreign) facilities should be trained to effectively use the EMS system at their facility. After completion of the training program, provide IFC with documentary evidence of EMS implementation and employee training.		Within Nine (9) Months After IFC Purchase (Initial Closing)

Annual Monitoring Report Reach agreement with IFC Environmental and Social Development Department on format for annual environmental performance report required by IFC investment contract. Obtain agreement on format, content. Ensure that facility managers collect adequate data throughout the operating year to complete the annual reports for IFC.		Condition of IFC Purchase (Initial Closing)

EXHIBIT E

EXCLUSION LIST

•

Production or activities involving harmful or exploitative forms of forced labor¹/harmful child labor.²

•

Production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements.

•

Production or trade in weapons and munitions.³

•

Production or trade in alcoholic beverages (excluding beer and wine).

•

Production or trade in tobacco.

•

Gambling, casinos and equivalent enterprises.

•

Trade in wildlife or wildlife products regulated under Convention on International Trade in Endangered Species of Wild Fauna and Flora.

•

Production or trade in radioactive materials.⁴

•

Production or trade in or use of unbonded asbestos fibers.⁵

•

Commercial logging operations or the purchase of logging equipment for use in primary tropical moist forest (prohibited by the Forestry policy).⁶

•

Production or trade in products containing PCBs.⁷

•

Production or trade in pharmaceuticals subject to international phase outs or bans.

•

Production or trade in pesticides/herbicides subject to international phase out.

•

Production or trade in ozone depleting substances subject to international phase out.⁸

¹	Forced labor means all work or service, not voluntarily performed, that is extracted from an individual under threat of force or penalty.

²	Harmful child labor means the employment of children that is economically exploitative, or is likely to be hazardous to, or to interfere with, the child’s education, or to be harmful to the child’s health, or physical, mental, spiritual, moral or social development.

³	These activities are prohibited only if a Portfolio Company is substantially involved in such activities, i.e., the activity is not considered ancillary to such Portfolio Company’s primary operations.

⁴	This does not apply to the purchase of medical equipment, quality control (measurement) equipment and any equipment where IFC considers the radioactive source to be trivial and/or adequately shielded.

⁵	This does not apply to the purchase and use of bonded asbestos cement sheeting where the asbestos content is <20%.

⁶	See IFC OP 4.36, Forestry (under review).

⁷	PCBs: Polychlorinated biphenyls – a group of highly toxic chemicals. PCBs are likely to be found in oil-filled electrical transformers, capacitators, and switchgear dating from 1950-1985.

⁸	Ozone Depleting Substances (ODSs): Chemical compounds which react with and deplete stratospheric ozone, resulting in the widely publicized ‘ozone holes’. The Montreal Protocol lists ODSs and their target reduction and phase out dates.

In addition, to its knowledge, neither the Company, nor its subsidiaries, nor the users of their services shall provide any text, pictures, graphics, sound, video, or other data in connection with utilizing the Company’s or its subsidiaries’ services that:

•

infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

•

violates and law, statute, ordinance or regulation (including, without limitation, the laws and regulations governing export control);

•

is defamatory, trade libelous, unlawfully threatening or harassing;

•

is obscene or pornographic or contains child pornography;

•

violates any laws regarding unfair competition; anti-discrimination or false advertising; or

•

contains any viruses, Trojan horses, worms, time-bombs, cancelbots or other computer routines that are intended to damage, detrimentally interfere with surreptitiously intercept or expropriate any system, data or personal information.

EXHIBIT F

COMPANY POLICY STATEMENT

The environmental policy set forth in Company’s EMS Manual in effect

as of the date of this Agreement.

EXHIBIT G

INSURANCE REQUIREMENTS

1.	CONSTRUCTION/EXPANSION PHASE

Construction All Risks, based on full contract value and including:

Riot and Strike

ii)

Debris Removal

iii)

Extra Expenses

iv)

Maintenance period

Third Party Liability

Marine all Risks (including war) in respect of all critical imports.

2.	ONGOING / OPERATIONAL PHASE

Fire and named perils (including Earthquake, Flood and Typhoon) or All Risks, based on new replacement cost of assets

Business Interruption

Third Party Liability including Products Liability

3.	AT ALL TIMES

All insurances required by local legislation.

Directors & Officers Liability, as required by IFC

The Company shall use its best efforts obtain/enhance the insurances listed in item 2(a) (with respect to coverage for Earthquake), 2(b) and 2(c) above for the Company’s operations in China within sixty (60) days after the date of this Agreement; if such insurances are not available on a commercially reasonable basis, the Company will obtain such other insurance coverage as is reasonably required by IFC.

EXHIBIT H

ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS

The purpose of these Guidelines is to define and clarify the meaning of the terms “Corrupt Practices”, “Fraudulent Practices”, “Coercive Practices”, “Collusive Practices” and “Obstructive Practices” in the context of IFC operations.

1.	CORRUPT PRACTICES

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

INTERPRETATION

Corrupt practices are understood as kickbacks and bribery. The conduct in question must involve the use of improper means (such as bribery) to violate or derogate a duty owed by the recipient in order for the payor to obtain an undue advantage or to avoid an obligation. Antitrust, securities and other violations of law that are not of this nature are excluded from the definition of corrupt practices.

It is acknowledged that foreign investment agreements, concessions and other types of contracts commonly require investors to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors are often required or expected to make contributions to bona fide local charities. These practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payor’s books and records. Similarly, an investor will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.

In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally-accepted industry standards shall not constitute corrupt practices unless the action violates applicable law.

Payment by private sector persons of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as Corrupt Practices.

The World Bank Group does not condone facilitation payments. For the purposes of implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will take into account relevant law and international conventions pertaining to corruption.

2.	FRAUDULENT PRACTICES

A “Fraudulent Practice” is any action or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial benefit or to avoid an obligation.

INTERPRETATION

An action, omission, or misrepresentation will be regarded as made recklessly if it is made with reckless indifference as to whether it is true or false. Mere inaccuracy in such information, committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for purposes of this Agreement.

Fraudulent Practices are intended to cover actions or omissions that are directed to or against a World Bank Group entity. It also covers Fraudulent Practices directed to or against a World Bank Group member country in connection with the award or implementation of a government contract or concession in a project financed by the World Bank Group. Frauds on other third parties are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations. Similarly, other illegal behavior is not condoned, but will not be considered as a Fraudulent Practice for purposes of this Agreement.

3.	COERCIVE PRACTICES

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

INTERPRETATION

Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

Coercive Practices are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation.

4.	COLLUSIVE PRACTICES

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

INTERPRETATION

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

5.	OBSTRUCTIVE PRACTICES

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) acts intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice.

INTERPRETATION

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

GENERAL INTERPRETATION

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

EX-4.3 5 dex43.htm WARRANT TO PURCHASE COMMON STOCK Warrant to Purchase Common Stock

Exhibit 4.3

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

WARRANT TO PURCHASE STOCK


Corporation:		NEOPHOTONICS CORPORATION, a Delaware corporation
Number of Shares:		112,069
Class of Stock:		Common Stock
Initial Exercise Price:		$1.16 per share
Issue Date:		December 20, 2007
Expiration Date:		December 20, 2014 (subject to Section 4.1)

THIS WARRANT TO PURCHASE STOCK (“WARRANT”) CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, COMERICA BANK, or its assignee (“Holder”), is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of NEOPHOTONICS CORPORATION (the “Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

ARTICLE 1

EXERCISE

1.1 Method of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Holder shall also deliver to the Company a check or wire for the aggregate Warrant Price for the Shares being purchased.

1.2 Delivery of Certificate and New Warrant. Within 45 days after Holder exercises this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised and has not expired, a new warrant representing the Shares not so acquired.

1.3 Replacement of Warrants. In the case of loss, theft or destruction of this Warrant, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

1.4 Acquisition of the Company.

1.4.1 “Acquisition.” For the purpose of this Warrant, “Acquisition” means (a) any sale, license, or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or (b) any reorganization, consolidation, merger or sale of the voting securities of the Company or any other transaction where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.

1.4.2 Treatment of Warrant in the Event of an Acquisition. The Company shall give Holder written notice at least 20 days prior to the closing of any proposed Acquisition. The Company will use commercially reasonable efforts to cause the acquirer of the Company under the Acquisition (the “Acquirer”) to assume this Warrant as a part of the Acquisition.

(A) If the Acquirer assumes the Warrant, then this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly, and the Warrant Price and number and class of Shares shall continue to be subject to adjustment from time to time in accordance with the provisions hereof.

(B) If the Acquire refuses to assume this Warrant in connection with the Acquisition, the Company shall give Holder an additional written notice at least 5 days prior to the closing of the Acquisition of such fact. In such event, notwithstanding any other provision of this Warrant to the contrary, Holder may immediately exercise this Warrant in the manner specified in this Warrant with such exercise effective immediately prior to closing of the Acquisition. If Holder elects not to exercise this Warrant, then this Warrant will terminate immediately prior to the closing of the Acquisition.

ARTICLE 2

ADJUSTMENTS TO THE SHARES

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its common stock payable in common stock, or other securities, or subdivides the outstanding common stock into a greater amount of common stock, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred.

2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Certificate of Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

2.3 Adjustments for Combinations, Etc. If the outstanding Shares of the Company are combined or consolidated, by reclassification, reverse split or otherwise, into a lesser Number of Shares, the Warrant Price shall be proportionately increased and the number of Shares exercisable under this Warrant shall be proportionately decreased. If the outstanding Shares are split or multiplied, by reclassification or otherwise, into a greater Number of Shares, the Warrant Price shall be proportionately decreased and the number of Shares exercisable under this Warrant shall be proportionately increased.

2.4 No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article 2 against impairment.

2.5 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate signed by its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price.

2.6 Fractional Shares. No fractional Shares shall be issuable upon exercise of this Warrant and the Number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional share interest by paying Holder an amount computed by multiplying the fractional interest by the fair market value, as determined by the Company’s Board of Directors, of a full Share.

ARTICLE 3

REPRESENTATIONS AND COVENANTS OF THE COMPANY

3.1 Representations and Warranties. The Company hereby represents and warrants to, and agrees with, the Holder as follows:

3.1.1 Intentionally Omitted.

3.1.2 All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of stock; or (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with each such event, the Company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; and (2) in the case of the matters referred to in (c) and (d) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of stock will be entitled to exchange their stock for securities or other property deliverable upon the occurrence of such event).

3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder promptly after mailing, copies of all communiqués, financial statements and reports sent by the Company to its common stock shareholders.

ARTICLE 4

MISCELLANEOUS

4.1 Term; Exercise Upon Expiration. This Warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration Date set forth above; provided, however, that if the Company completes its initial public offering within the one-year period immediately prior to the Expiration Date, the Expiration Date shall automatically be extended until the first anniversary of the effective date of the Company’s initial public offering. The Company shall give Holder written notice of Holder’s right to exercise this Warrant not less than 15 days before the Expiration Date. If the notice is not so given, the Expiration Date shall automatically be extended until 30 days after the date the Company delivers such notice to Holder.

4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee.

4.4 Transfer Procedure. Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the portion of this Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable); provided, however, that Holder may transfer all or part of this Warrant to its affiliates, including, without limitation, Comerica Incorporated, at any time with notice and without the delivery of any other instrument to the Company, and such affiliate shall then be entitled to all the rights of Holder under this Warrant and any related agreements, and the Company shall cooperate fully in ensuring that any stock issued upon exercise of this Warrant is issued in the name of the affiliate that exercises this Warrant. The terms and conditions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the holders hereof and their respective permitted successors and assigns. Unless the Company is filing financial information with the SEC pursuant to the Securities Exchange Act of 1934, the Company shall have the right to refuse to transfer any portion of this Warrant to any person who directly competes with the Company.

4.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time. All notices to the Holder shall be addressed as follows:

Comerica Bank c/o Comerica Incorporated

Attn: Warrant Administrator

500 Woodward Avenue, 32^nd Floor, MC 3379

Detroit, MI 48226

All notices to the Company shall be addressed as follows:

NeoPhotonics Corporation

2911 Zanker Road

San Jose, CA 95134

Attn: General Counsel

4.6 Amendments. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

4.7 Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

[Remainder of Page Intentionally Left Blank]

4.9 Confidentiality. The Company hereby agrees to keep the terms and conditions of this Warrant confidential. Notwithstanding the foregoing confidentiality obligation, the Company may disclose information relating to this Warrant as required by law, rule, regulation, court order or other legal authority, provided that (i) the Company has given Holder at least ten (10) days’ notice of such required disclosure, and (ii) the Company only discloses information that is required, in the opinion of counsel reasonably satisfactory to Holder, to be disclosed.


NEOPHOTONICS CORPORATION

By:		/s/ Timothy S. Jenks

Name:		Timothy S. Jenks

Title:		President & CEO

APPENDIX 1

NOTICE OF EXERCISE

1. The undersigned hereby elects to purchase shares of the stock of NeoPhotonics Corporation pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full.

2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below:

Comerica Bank

Attn: Warrant Administrator

500 Woodward Avenue, 32^nd Floor, MC 3379

Detroit, MI 48226

3. The undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws.

COMERICA BANK or Assignee

(Signature)

(Name and Title)

(Date)

EX-10.1 6 dex101.htm FORM OF INDEMNIFICATION AGREEMENT Form of Indemnification Agreement

Exhibit 10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made as of , by and between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).

RECITALS

The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers and key employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee and agents of the Company may not be willing to continue to serve as agents of the Company without additional protection. The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, officers and key employees so as to provide them with the maximum protection permitted by law.

AGREEMENT

In consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company and Indemnitee hereby agree as follows:

1. Indemnification.

(a) Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b) Proceedings By or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) and, to the fullest extent permitted by law, amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld), in each case to the extent actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated by court order or judgment to be liable to the Company in the performance of Indemnitee’s duty to the Company and its stockholders unless and only to the extent that the court in which such action or proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

2. No Employment Rights. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment.

3. Expenses; Indemnification Procedure.

(a) Advancement of Expenses. The Company shall advance all expenses incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referred to in Section l(a) or Section 1(b) hereof (including amounts actually paid in settlement of any such action, suit or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby.

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(b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his or her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with the provisions of Section 12(d) below. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.

(c) Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than thirty (30) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within thirty (30) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(d) Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 3(b) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(e) Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees

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of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

4. Additional Indemnification Rights; Nonexclusivity.

(a) Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitee’s rights and the Company’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b) Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested members of the Company’s Board of Directors, the General Corporation Law of the State of Delaware, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he or she may have ceased to serve in any such capacity at the time of any action, suit or other covered proceeding.

5. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

6. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or public policy may override applicable state law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (the “SEC”) has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits

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indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7. Officer and Director Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

8. Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 8. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

9. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate;

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(b) Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous;

(c) Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or

(d) Claims under Section 16(b). To indemnify Indemnitee for expenses or the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

10. Construction of Certain Phrases.

(a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

11. Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.

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12. Miscellaneous.

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of law.

(b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

(c) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(d) Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by fax or 48 hours after being sent by nationally-recognized courier or deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address or fax number as set forth below or as subsequently modified by written notice.

(e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(f) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, and inure to the benefit of Indemnitee and Indemnitee’s heirs, legal representatives and assigns.

(g) Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively bring suit to enforce such rights.

[Signature Page Follows]

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The parties hereto have executed this Agreement as of the day and year set forth on the first page of this Agreement.


NeoPhotonics Corporation

By:
Title:
Address:		2911 Zanker Road
		San Jose, CA 95134
Fax Number:

AGREED TO AND ACCEPTED:

(Print Name)

(Signature)


Address:


Fax Number:

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EX-10.2 7 dex102.htm NEOPHOTONICS CORPORATION 2004 STOCK OPTION PLAN NeoPhotonics Corporation 2004 Stock Option Plan

Exhibit 10.2

NEOPHOTONICS CORPORATION

2004 STOCK OPTION PLAN

Adopted: March 14, 2004

Termination Date: March 14, 2014

1. Purposes of the Plan. The purposes of this 2004 Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code and the regulations and interpretations promulgated thereunder.

2. Definitions. As used herein, the following definitions shall apply:

(a) “Administrator” means the Board or its Committee appointed pursuant to Section 4 of the Plan.

(b) “Affiliate” means an entity other than a Subsidiary (as defined below) which, together with the Company, is under common control of a third person or entity.

(c) “Applicable Laws” means the legal requirements relating to the administration of stock option and restricted stock purchase plans, including under applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S. federal and state laws, the Code, any Stock Exchange rules or regulations and the applicable laws, rules and regulations of any other country or jurisdiction where Options are granted under the Plan (including without limitation the applicable laws, rules and regulations of the PRC), as such laws, rules, regulations and requirements shall be in place from time to time.

(d) “Board” means the Board of Directors of the Company.

(e) “Cause” for termination of a Participant’s Continuous Service Status will exist if the Participant is terminated by the Company for any of the following reasons: (i) Participant’s willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s willful and material breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way

limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time as provided in Section 5(d) below, and the term “Company” will be interpreted to include any Subsidiary, Parent or Affiliate, as appropriate.

(f) “Change of Control” means (1) a sale of all or substantially all of the Company’s assets, or (2) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company. Notwithstanding the foregoing, the Company’s acquisition of the outstanding shares of Photon (and any and all related transactions) shall not constitute a Change of Control under this Plan.

(g) “Code” means the Internal Revenue Code of 1986, as amended.

(h) “Committee” means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 4 below.

(i) “Common Stock” means the Common Stock of the Company.

(j) “Company” means NeoPhotonics Corporation, a Delaware corporation.

(k) “Consultant” means any person, including an advisor, who is engaged by the Company or any Parent, Subsidiary or Affiliate to render services and is compensated for such services, and any director of the Company whether compensated for such services or not.

(l) “Continuous Service Status” means the absence of any interruption or termination of service as an Employee or Consultant to the Company or a Parent, Subsidiary, or Affiliate. Continuous Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their respective successors. A change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Service Status.

(m) “Corporate Transaction” means a sale of all or substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization or business

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combination transaction of the Company with or into another corporation, entity or person, or the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.

(n) “Director” means a member of the Board.

(o) “Employee” means any person employed by the Company or any Parent, Subsidiary or Affiliate, with the status of employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or the Applicable Laws. The payment by the Company of a director’s fee to a Director shall not be sufficient to constitute “employment” of such Director by the Company.

(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(q) “Fair Market Value” means, as of any date, the fair market value of the Common Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the closing price for the Shares as reported in the Wall Street Journal for the applicable date.

(r) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable Option Agreement.

(s) “Involuntary Termination” means termination of a Participant’s Continuous Service Status under the following circumstances: (i) termination without Cause by the Company or a Subsidiary, Parent or Affiliate, as appropriate; or (ii) voluntary termination by the Participant within 60 days following (A) a material reduction in the Participant’s job responsibilities, provided that neither a mere change in title alone nor reassignment following a Change of Control to a position that is substantially similar to the position held prior to the Change of Control shall constitute a material reduction in job responsibilities; (B) relocation by the Company or a Subsidiary, Parent or Affiliate, as appropriate, of the Participant’s work site to a facility or location more than 35 miles from the Participant’s principal work site for the Company at the time of the Change of Control; or (C) a reduction in Participant’s then-current base salary by at least 20%, provided that an across-the-board reduction in the salary level of all other employees or consultants in positions similar to the Participant’s by the same percentage amount as part of a general salary level reduction shall not constitute such a salary reduction.

(t) “Listed Security” means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.

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(u) “Named Executive” means any individual who, on the last day of the Company’s fiscal year, is the chief executive officer of the Company (or is acting in such capacity) or among the four most highly compensated officers of the Company (other than the chief executive officer). Such officer status shall be determined pursuant to the executive compensation disclosure rules under the Exchange Act.

(v) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement.

(w) “Option” means a stock option granted pursuant to the Plan.

(x) “Option Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice.

(y) “Option Exchange Program” means a program approved by the Administrator whereby outstanding Options are exchanged for Options with a lower exercise price or are amended to decrease the exercise price as a result of a decline in the Fair Market Value of the Common Stock.

(z) “Optioned Stock” means the Common Stock subject to an Option.

(aa) “Optionee” means an Employee or Consultant who receives an Option.

(bb) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code, or any successor provision.

(cc) “Participant” means any holder of one or more Options, or the Shares issuable or issued upon exercise of such Options, under the Plan.

(dd) “Photon” means Shenzhen Photon Technology Co., Ltd., a company incorporated in the PRC and a Subsidiary of the Company.

(ee) “Plan” means this 2004 Stock Option Plan.

(ff) “PRC” means the People’s Republic of China.

(gg) “Reporting Person” means an officer, Director, or greater than ten percent stockholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

(hh) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.

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(ii) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.

(jj) “Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.

(kk) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code, or any successor provision. Without limiting the foregoing, Photon shall be considered a Subsidiary for purposes of this Plan.

(ll) “Ten Percent Holder” means a person who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary.

3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be sold under the Plan is 62,963,668 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an award should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any Shares of Common Stock which are retained by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with respect to such exercise or purchase shall be treated as not issued and shall continue to be available under the Plan. Shares issued under the Plan and later repurchased by the Company pursuant to any repurchase right which the Company may have shall not be available for future grant under the Plan.

4. Administration of the Plan.

(a) General. The Plan shall be administered by the Board or a Committee, or a combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by the Applicable Laws, the Board may authorize one or more officers to make awards under the Plan.

(b) Committee Composition. If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions. The Committee shall in all events conform to any requirements of the Applicable Laws.

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(c) Powers of the Administrator. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(q) of the Plan, provided that such determination shall be applied consistently with respect to Participants under the Plan;

(ii) to select the Employees and Consultants to whom Options may from time to time be granted;

(iii) to determine whether and to what extent Options are granted;

(iv) to determine the number of Shares of Common Stock to be covered by each award granted;

(v) to approve the form(s) of agreement(s) used under the Plan, including without limitation the form(s) of agreement(s) used under the Plan for optionees who are Employees or Consultants of Photon;

(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times when awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, any pro rata adjustment to vesting as a result of a Participant’s transitioning from full- to part-time service (or vice versa), and any restriction or limitation regarding any Option, Optioned Stock or restricted stock issued upon exercise of an Option, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vii) to determine whether and under what circumstances an Option may be settled in cash under Section 10(c) instead of Common Stock;

(viii) to implement an Option Exchange Program on such terms and conditions as the Administrator in its discretion deems appropriate, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Optionee shall be made without the prior written consent of the Optionee;

(ix) to adjust the vesting of an Option held by an Employee or Consultant as a result of a change in the terms or conditions under which such person is providing services to the Company;

(x) to construe and interpret the terms of the Plan and awards granted under the Plan, which constructions, interpretations and decisions shall be final and binding on all Participants; and

(xi) in order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options to Participants who are foreign nationals or employed

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outside of the United States in order to recognize differences in local law, tax policies or customs.

5. Eligibility.

(a) Recipients of Grants. Nonstatutory Stock Options may be granted to Employees, Consultants and Directors. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options.

(b) Type of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.

(c) ISO $100,000 Limitation. Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option.

(d) No Employment Rights. The Plan shall not confer upon any Participant any right with respect to continuation of an employment or consulting relationship with the Company, nor shall it interfere in any way with such Participant’s right or the Company’s right to terminate the employment or consulting relationship at any time, for any reason.

6. Term of Plan. The Plan shall become effective upon its adoption by the Board of Directors. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 15 of the Plan.

7. Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

8. [Reserved.]

9. Option Exercise Price and Consideration.

(a) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following:

(i) In the case of an Incentive Stock Option

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(A) granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; or

(B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii) In the case of a Nonstatutory Stock Option

(A) granted on any date on which the Common Stock is not a Listed Security to a person who is at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant if required by the Applicable Laws and, if not so required, shall be such price as is determined by the Administrator;

(B) granted on any date on which the Common Stock is not a Listed Security to any other eligible person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant if required by the Applicable Laws and, if not so required, shall be such price as is determined by the Administrator; or

(C) granted on any date on which the Common Stock is a Listed Security to any eligible person, the per share Exercise Price shall be such price as determined by the Administrator provided that if such eligible person is, at the time of the grant of such Option, a Named Executive of the Company, the per share Exercise Price shall be no less than 100% of the Fair Market Value on the date of grant if such Option is intended to qualify as performance-based compensation under Section 162(m) of the Code.

(iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.

(b) Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) subject to any requirements of the Applicable Laws (including without limitation Section 153 of the Delaware General Corporation Law), delivery of Optionee’s promissory note having such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate after taking into account the potential accounting consequences of permitting an Optionee to deliver a promissory note; (4) cancellation of indebtedness; (5) other Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired, directly or indirectly, from the Company, such Shares must have been owned by the Optionee for more than six months on the date of surrender (or such other period as may be required to avoid the Company’s incurring an adverse accounting charge); (6) if, as of the date of exercise of an Option the Company then is permitting employees to engage in a “same-day sale” cashless brokered exercise program

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involving one or more brokers, through such a program that complies with the Applicable Laws (including without limitation the requirements of Regulation T and other applicable regulations promulgated by the Federal Reserve Board) and that ensures prompt delivery to the company of the amount required to pay the exercise price and any applicable withholding taxes; or (7) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise.

10. Exercise of Option.

(a) General.

(i) Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect to the Company and/or the Optionee; provided however that, if required under Applicable Laws, the Option (or Shares issued upon exercise of the Option) shall comply with the requirements of Section 260.140.41(f) and (k) of the Rules of the California Corporations Commissioner.

(ii) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(iii) Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable.

(iv) Procedures for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 9(b) of the Plan, provided that the Administrator may, in its sole discretion, refuse to accept any form of consideration at the time of any Option exercise.

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Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(v) Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 of the Plan.

(b) Termination of Employment or Consulting Relationship. Except as otherwise set forth in this Section 10(b), the Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any time. Unless the Administrator otherwise provides in the Option Agreement, to the extent that the Optionee is not vested in Optioned Stock at the date of termination of his or her Continuous Service Status, or if the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Option Agreement or below (as applicable), the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to Section 7).

The following provisions (1) shall apply to the extent an Option Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, and (2) establish the minimum post-termination exercise periods that may be set forth in an Option Agreement:

(i) Termination other than Upon Disability or Death. In the event of termination of Optionee’s Continuous Service Status other than under the circumstances set forth in subsections (ii) and (iii) below, such Optionee may exercise an Option for 60 days following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination. No termination shall be deemed to occur and this Section 10(b)(i) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant.

(ii) Disability of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her disability (including a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may exercise an Option at any time within six (6) months following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination.

(iii) Death of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of the Option, or within thirty (30) days following termination of Optionee’s Continuous Service Status, the Option may

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be exercised by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance at any time within twelve (12) months following the date of death, but only to the extent the Optionee was vested in the Optioned Stock as of the date of death or, if earlier, the date the Optionee’s Continuous Service Status terminated.

(c) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

11. Taxes.

(a) As a condition of the grant, vesting or exercise of an Option granted under the Plan, the Participant (or in the case of the Participant’s death, the person exercising the Option) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with such grant, vesting or exercise of the Option or the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations under this Section 11 (whether pursuant to Section 11(c), (d) or (e), or otherwise), the Administrator shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

(b) In the case of an Employee and in the absence of any other arrangement, the Employee shall be deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise of the Option.

(c) This Section 11(c) shall apply only after the date, if any, upon which the Common Stock becomes a Listed Security. In the case of Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under the Applicable Laws, the Participant shall be deemed to have elected to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) equal to the amount required to be withheld. For purposes of this Section 11, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined under the Applicable Laws (the “Tax Date”).

(d) If permitted by the Administrator, in its discretion, a Participant may satisfy his or her tax withholding obligations upon exercise of an Option by surrendering to the Company Shares that have a Fair Market Value determined as of the applicable Tax Date equal to the amount required to be withheld. In the case of shares previously acquired from the Company that are surrendered under this Section 11(d), such Shares must have been owned by

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the Participant for more than six (6) months on the date of surrender (or such other period of time as is required for the Company to avoid adverse accounting charges).

(e) Any election or deemed election by a Participant to have Shares withheld to satisfy tax withholding obligations under Section 11(c) or (d) above shall be irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by a Participant under Section 11(d) above must be made on or prior to the applicable Tax Date.

(f) In the event an election to have Shares withheld is made by a Participant and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to which the Option is exercised but such Participant shall be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date.

12. Non-Transferability of Options.

(a) General. Except as set forth in this Section 12, Options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option may be exercised, during the lifetime of the holder of an Option, only by such holder or a transferee permitted by this Section 12.

(b) Limited Transferability Rights. Notwithstanding anything else in this Section 12, the Administrator may in its discretion grant Nonstatutory Stock Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or pursuant to domestic relations orders to “Immediate Family Members” (as defined below) of the Optionee. “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent of the voting interests.

13. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.

(a) Changes in Capitalization. Subject to any action required under Applicable Laws by the stockholders of the Company, the number of Shares of Common Stock covered by each outstanding Option and the number of Shares of Common Stock that have been authorized for issuance under the Plan but as to which no Options have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per Share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued Shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or

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reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares of Common Stock subject to an Option.

(b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Option will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.

(c) Corporate Transactions; Change of Control. In the event of a Corporate Transaction, each outstanding Option shall be assumed or an equivalent option or right shall be substituted by the successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”), and the Successor Corporation shall succeed to any repurchase rights of the Company with respect to shares issued upon exercise of an award, unless the Successor Corporation does not agree to assume the outstanding Options or to substitute equivalent options or rights, in which case the Options shall terminate upon the consummation of the Corporate Transaction.

In the event of a Corporate Transaction that is a Change of Control, unless otherwise specified in an Option Agreement, the following provisions shall govern:

(i) If the Successor Corporation does not agree to assume the outstanding Options or to substitute equivalent options or rights in connection with the Change of Control, in the case of an award held by any Participant who, immediately prior to the Change of Control is either (A) an officer of the Company or Photon (meaning that the Participant holds the title of at least Vice President of the Company or the equivalent at Photon), (B) an employee of the Company or Photon at the employee-director level (as determined by the Administrator), or (C) a non-employee member of the Board (or the board of directors of Photon), the Options in the award shall accelerate and become exercisable (and Company repurchase rights with respect to shares issued upon exercise of the award shall lapse) immediately prior to the Change of Control as to that number of shares that would otherwise have vested and been exercisable (or with respect to which the Company repurchase right would have lapsed) as of the date that is twelve (12) months after the date of the Change of Control, assuming the Participant remained in Continuous Service Status for its twelve month period, and upon the consummation of the Change of Control, all Options shall terminate.

(ii) If the Successor Corporation does agree to assume the outstanding Options or to substitute equivalent options or rights in connection with the Change of Control, in the case of an award held by any Participant who, immediately prior to the Change of Control is either (A) an officer of the Company or Photon (meaning that the Participant holds the title of at least Vice President of the Company or the equivalent at Photon), (B) an employee of the

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Company or Photon at the employee-director level (as determined by the Administrator), or (C) a non-employee member of the Board (or the board of directors of Photon), in the event of the Involuntary Termination of the Participant in connection with or within twelve (12) months following consummation of the Corporate Transaction, then, effective immediately prior to such Involuntary Termination, any assumed or substituted award held by the Participant at the time of such Involuntary Termination shall accelerate and become exercisable as to that number of Shares that would otherwise have vested and been exercisable as of the date that is twelve (12) months after the date of termination, and any repurchase right applicable to any Shares subject to the award shall lapse as to that number of Shares as to which the repurchase right would otherwise have lapsed as of the date that is twelve (12) months after the date of termination, in each case assuming the Participant remained in Continuous Service Status for the twelve-month period.

Notwithstanding the foregoing, in connection with or prior to a Change of Control, without consent of a Participant, the Board may determine that additional Shares shall vest and become exercisable in the event of a Change of Control or Involuntary Termination in connection with or following a Change of Control.

For purposes of this Section 13(c), an Option shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Corporate Transaction or Change of Control, as the case may be, each holder of an Option would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount of property, cash or securities as the holder would have been entitled to receive upon the occurrence of the Corporate Transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares of Common Stock covered by the award at such time (after giving effect to any adjustments in the number of Shares covered by the Option as provided for in this Section 13); provided however that if the consideration received in the Corporate Transaction is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise of the award to be solely common stock of the Successor Corporation equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the Corporate Transaction.

(d) Certain Distributions. In the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option to reflect the effect of such distribution.

14. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Administrator makes the determination granting such Option, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee’s employment relationship with the Company. Notice of the determination shall be

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given to each Employee or Consultant to whom an Option is so granted within a reasonable time after the date of such grant.

15. Amendment and Termination of the Plan.

(a) Authority to Amend or Terminate. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to Section 13 above) shall be made that would materially and adversely affect the rights of any Optionee under any outstanding grant, without his or her consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.

(b) Effect of Amendment or Termination. Except as to amendments which the Administrator has the authority under the Plan to make unilaterally, no amendment or termination of the Plan shall materially and adversely affect Options already granted, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee or holder and the Company.

16. Conditions Upon Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of an Option, the Company may require the person exercising the award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by law. Shares issued upon exercise of Options granted prior to the date on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company before selling or transferring them to any third party on such terms and subject to such conditions as is reflected in the applicable Option Agreement.

17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

18. Agreements. Options shall be evidenced by Option Agreements in such form(s) as the Administrator shall from time to time approve.

19. Stockholder Approval. If required by the Applicable Laws, continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under the Applicable Laws.

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20. Information and Documents to Optionees and Purchasers. Prior to the date, if any, upon which the Common Stock becomes a Listed Security and if required by the Applicable Laws, the Company shall provide financial statements at least annually to each Optionee and to each individual who acquired Shares pursuant to the Plan, during the period such Optionee or purchaser has one or more Options outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be required to provide such information if the issuance of Options under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information.

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NEOPHOTONICS CORPORATION

2004 STOCK OPTION PLAN

NOTICE OF STOCK OPTION GRANT

«Optionee_»

«address_»

You have been granted an option to purchase Common Stock of NeoPhotonics Corporation (the “Company”) as follows:


Board Approval Date:		«BoardApprovalDate_»

Date of Grant (Later of Board Approval Date or Commencement of Employment/Consulting):		«GrantDate_»

Exercise Price per Share:		$«ExercisePrice_»

Total Number of Shares Granted:		«NoofShares_»

Total Exercise Price:		$«TotalExercisePrice_»

Type of Option:		«TypeofOption_»

Expiration Date:		«ExpireDate_»

Vesting Commencement Date:		«VestingCommenceDate_»

Vesting/Exercise Schedule:		[This Option may be exercised, in whole or in part, at any time after the Date of Grant.] So long as your employment or consulting relationship with the Company continues, the Shares underlying this Option shall vest in accordance with the following schedule: Unless otherwise noted, 25% of the Option Shares shall vest on the one-year anniversary of the Vesting Commencement Date, and 1/48th of the total number of Option Shares shall vest on each monthly anniversary of the Vesting Commencement Date thereafter, so long as the optionee remains an employee of or consultant to the Company. This Option may be exercised, in whole or in part, at any time for vested Option Shares in accordance with the vesting schedule



Termination Period:		This Option may be exercised for 60 days after termination of employment or consulting relationship except as set out in Section 5 of the Stock Option Agreement (but in no event later than the Expiration Date). Optionee is responsible for keeping track of these exercise periods following termination for any reason of his or her service relationship with the Company. The Company will not provide further notice of such periods.

Transferability:		This Option may not be transferred.

By your signature and the signature of the Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the NeoPhotonics Corporation 2004 Stock Option Plan and the Stock Option Agreement, both of which are attached and made a part of this document.

In addition, you agree and acknowledge that your rights to any Shares underlying the Option will be earned only as you provide services to the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company prior to your Vesting Commencement Date, and that nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause.

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NEOPHOTONICS CORPORATION

2004 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

1. Grant of Option. NeoPhotonics Corporation, a Delaware corporation (the “Company”), hereby grants to «Optionee_» (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the NeoPhotonics Corporation 2004 Stock Option Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.

2. Designation of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent the Option does not qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option.

Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the Plan.

3. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows:

(a) Right to Exercise.

(i) This Option may not be exercised for a fraction of a share.

(ii) In the event of Optionee’s death, disability or other termination of employment, the exercisability of the Option is governed by Section 5 below, subject to the limitations contained in this Section 3.

(iii) In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice.

(b) Method of Exercise.

(i) This Option shall be exercisable by execution and delivery of the Early Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit A, [the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit B,] or any other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

(ii) As a condition to the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise.

(iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares.

4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the election of Optionee:

(a) cash or check;

(b) cancellation of indebtedness;

(c) prior to the date, if any, upon which the Common Stock becomes a Listed Security, by surrender of other shares of Common Stock of the Company that have an aggregate Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised. In the case of shares acquired directly or indirectly from the Company, such shares must have been owned by Optionee for more than six (6) months on the

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date of surrender (or such other period of time as is necessary to avoid the Company’s incurring adverse accounting charges); or

(d) following the date, if any, upon which the Common Stock is a Listed Security, and if the Company is at such time permitting “same day sale” cashless brokered exercises, delivery of a properly executed exercise notice together with irrevocable instructions to a broker participating in such cashless brokered exercise program to deliver promptly to the Company the amount required to pay the exercise price (and applicable withholding taxes).

5. Termination of Relationship. Following the date of termination of Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 5. To the extent that Optionee is not entitled to exercise this Option as of the Termination Date, or if Optionee does not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, the Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of the Option as set forth in the Notice.

(a) Termination. In the event of termination of Optionee’s Continuous Service Status other than as a result of Optionee’s disability or death or for Cause (as defined in the Plan), Optionee may, to the extent Optionee is vested in the Option Shares at the date of such termination (the “Termination Date”), exercise this Option during the Termination Period set forth in the Notice.

(b) Other Terminations. In connection with any termination other than a termination covered by Section 5(a), Optionee may exercise the Option only as described below:

(i) Termination upon Disability of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s disability, Optionee may, but only within six months from the Termination Date, exercise this Option to the extent Optionee was vested in the Option Shares as of such Termination Date.

(ii) Death of Optionee. In the event of the death of Optionee (a) during the term of this Option and while an Employee or Consultant of the Company and having been in Continuous Service Status since the date of grant of the Option, or (b) within thirty (30) days after Optionee’s Termination Date, the Option may be exercised at any time within twelve months following the date of death by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent Optionee was vested in the Option as of the Termination Date.

6. Non-Transferability of Option. Except as otherwise set forth in the Notice, this Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.

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7. Tax Consequences. Below is a brief summary as of the date of this Option of certain of the federal tax consequences of exercise of this Option and disposition of the Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(a) Incentive Stock Option.

(i) Tax Treatment upon Exercise and Sale of Shares. If this Option qualifies as an Incentive Stock Option, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject Optionee to the alternative minimum tax in the year of exercise. If Shares issued upon exercise of an Incentive Stock Option are held for at least one year after exercise and are disposed of at least two years after the Option grant date, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares issued upon exercise of an Incentive Stock Option are disposed of within such one-year period or within two years after the Option grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (i) the fair market value of the Shares on the date of exercise, or (ii) the sale price of the Shares.

(ii) Notice of Disqualifying Dispositions. With respect to any Shares issued upon exercise of an Incentive Stock Option, if Optionee sells or otherwise disposes of such Shares on or before the later of (i) the date two years after the Option grant date, or (ii) the date one year after the date of exercise, Optionee shall immediately notify the Company in writing of such disposition. Optionee acknowledges and agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized by Optionee from the early disposition by payment in cash or out of the current earnings paid to Optionee.

(b) Nonstatutory Stock Option. If this Option does not qualify as an Incentive Stock Option, there may be a regular federal (and state) income tax liability upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. If Shares issued upon exercise of a Nonstatutory Stock Option are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes.

8. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of

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the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

9. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Option. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. The Option, including the Plan, constitutes the entire agreement between Optionee and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter.

[Signature Page Follows]

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This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one document.


«Optionee_»						NeoPhotonics Corporation

						By:
						James D. Fay, Chief Financial Officer

Dated:

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EXHIBIT A

NEOPHOTONICS CORPORATION

2004 STOCK OPTION PLAN

[EARLY] EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE

AGREEMENT

This Agreement (“Agreement”) is made as of , by and between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and «Optionee_» (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the 2004 Stock Option Plan.

1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her [vested] option to purchase shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Company’s 2004 Stock Option Plan (the “Plan”) and the Stock Option Agreement granted (the “Option Agreement”). [Of these Shares, Purchaser has elected to purchase of those Shares which have become vested as of the date hereof under the Vesting Schedule set forth in the Notice of Stock Option Grant (the “Vested Shares”) and Shares which have not yet vested under such Vesting Schedule (the “Unvested Shares”). The purchase price for the Shares shall be $ per Share for a total purchase price of $ . The term “Shares” refers to the purchased Shares and all securities received in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.]

2. [Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of Section 3(b) of the Option Agreement. On such date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the exercise price therefor by Purchaser by any method listed in Section 4 of the Option Agreement.

3. Limitations on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below). After any Shares have been released from such Repurchase Option, Purchaser shall not assign, encumber or dispose of any interest in such Shares except in compliance with the provisions below and applicable securities laws.

(a) Repurchase Option.

(i) In the event of the voluntary or involuntary termination of Purchaser’s employment or consulting relationship with the Company for any reason (including

death or disability), with or without cause, the Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of 90 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like).

(ii) Unless the Company notifies Purchaser within 90 days from the date of termination of Purchaser’s employment or consulting relationship that it does not intend to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company’s intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such indebtedness equal to the purchase price of the Shares being repurchased shall be deemed automatically canceled as of the 90th day following termination of Purchaser’s employment or consulting relationship unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser.

(iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.

(b) Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusal”).

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(i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s).

(ii) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below.

(iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 3(b) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.

(iv) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(b), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 60 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

(vi) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 3(b) notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(b). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section,

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and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3.

(i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(b)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares.

(ii) Price for Involuntary Transfer. With respect to any stock to be transferred pursuant to Section 3(c)(i), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the Company. The Company shall notify Purchaser or his or her executor of the price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne equally by the Company and the Purchaser.

(d) Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any shareholder or shareholders of the Company or other persons or organizations.

(e) Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement, including, insofar as applicable, the Repurchase Option. In the event of any purchase by the Company hereunder where the Shares or interest are held by a transferee, the transferee shall be obligated, if requested by the Company, to transfer the Shares or interest to the Purchaser for consideration equal to the amount to be paid by the Company hereunder. In the event the Repurchase Option is deemed exercised by the Company pursuant to Section 3(a)(ii) hereof, the Company may deem any transferee to have transferred the Shares or interest to Purchaser prior to their purchase by the Company, and payment of the purchase price by the Company to such transferee shall be deemed to satisfy Purchaser’s obligation to pay such transferee for such Shares or interest, and also to satisfy the Company’s obligation to pay Purchaser for such Shares or interest. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are satisfied.

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(f) Termination of Rights. The right of first refusal granted the Company by Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 3(b) above, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) herein and delivered to Purchaser.

4. Escrow of Unvested Shares. For purposes of facilitating the enforcement of the provisions of Section 3 above, Purchaser agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached to this Agreement as Attachment A executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary’s designee, to hold such certificate(s) and Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary’s designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement.

5. Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following:

(a) Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity.

(b) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.

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that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company.

(d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e) below.

(e) Purchaser further understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

(f) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice

6. Restrictive Legends and Stop-Transfer Orders.

(a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws):

(i)

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR

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DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

(ii)

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

(b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

7. No Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause.

8. Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, “restriction” means the right of the Company to buy back the Shares pursuant to the Repurchase Option set forth in Section 3(a) of this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within 30 days from the date of purchase. Even if the Fair Market Value of the Shares at the time of the execution of this Agreement equals the amount paid for the Shares, the election must be made to avoid income and alternative minimum tax treatment under Section 83(a) in the future. Purchaser understands that failure to file such an election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the

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Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser’s death.

Purchaser agrees that he or she will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Attachment B. Purchaser further agrees that he or she will execute and submit with the Acknowledgment a copy of the 83(b) Election attached hereto as Attachment C (for tax purposes in connection with the early exercise of an option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election.

9. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

10. Miscellaneous.

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

(c) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(d) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly,

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this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(e) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.

(f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(g) Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company.

(h) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.]

[Signature Page Follows]

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The parties have executed this Early Exercise Notice and Restricted Stock Purchase Agreement as of the date first set forth above.


COMPANY:

NEOPHOTONICS CORPORATION

By:

Name:

Title:

PURCHASER:

«Optionee_»


(Signature)

Address:

[I, , spouse of «Optionee_», have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement.]



Spouse of «Optionee_»

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[ATTACHMENT A

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED and pursuant to that certain Early Exercise Notice and Restricted Stock Purchase Agreement between the undersigned (“Purchaser”) and NeoPhotonics Corporation (the “Company”) dated , (the “Agreement”), Purchaser hereby sells, assigns and transfers unto the Company ( ) shares of the Common Stock of the Company, standing in Purchaser’s name on the books of the Company and represented by Certificate No. , and does hereby irrevocably constitute and appoint to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO.

Dated:

Signature:

«Optionee_»

Spouse of «Optionee_» (if applicable)

Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its Repurchase Option set forth in the Agreement without requiring additional signatures on the part of Purchaser.]

[ATTACHMENT B

ACKNOWLEDGMENT AND STATEMENT OF DECISION

REGARDING SECTION 83(b) ELECTION

The undersigned (which term includes the undersigned’s spouse), a purchaser of shares of Common Stock of NeoPhotonics Corporation, a Delaware corporation (the “Company”) by exercise of an option (the “Option”) granted pursuant to the Company’s 2004 Stock Option Plan (the “Plan”), hereby states as follows:

1. The undersigned acknowledges receipt of a copy of the Plan relating to the offering of such shares. The undersigned has carefully reviewed the Plan and the option agreement pursuant to which the Option was granted.

2. The undersigned either [check and complete as applicable]:


(a)		has consulted, and has been fully advised by, the undersigned’s own tax advisor,
		, whose business address is
		, regarding the federal, state and local tax consequences of purchasing shares under the Plan, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and pursuant to the corresponding provisions, if any, of applicable state law; or




(b)		has knowingly chosen not to consult such a tax advisor.

3. The undersigned hereby states that the undersigned has decided [check as applicable]:

(a)

to make an election pursuant to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned’s executed Early Exercise Notice and Restricted Stock Purchase Agreement, an executed form entitled “Election Under Section 83(b) of the Internal Revenue Code of 1986;” or

(b)

not to make an election pursuant to Section 83(b) of the Code.

4. Neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the undersigned’s purchase of shares under the Plan or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law.

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[ATTACHMENT C

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in taxpayer’s gross income or alternative minimum taxable income, as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer’s receipt of the property described below:

1.	The name, address, taxpayer identification number and taxable year of the undersigned

are as follows:

NAME OF TAXPAYER: «Optionee_»

NAME OF SPOUSE:

ADDRESS:

IDENTIFICATION NO. OF TAXPAYER:

IDENTIFICATION NO. OF SPOUSE:

TAXABLE YEAR:


2.		The property with respect to which the election is made is described as follows:
		shares of the Common Stock of NeoPhotonics Corporation, a Delaware corporation (the “Company”).

3.	The date on which the property was transferred is:

4.	The property is subject to the following restrictions:

Repurchase option at cost in favor of the Company upon termination of taxpayer’s

employment or consulting relationship.

5.	The Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $

6.	The amount (if any) paid for such property: $

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

[RECEIPT AND CONSENT

The undersigned hereby acknowledges receipt of a photocopy of Certificate No. for shares of Common Stock of NeoPhotonics Corporation (the “Company”).

The undersigned further acknowledges that the Secretary of the Company, or his or her designee, is acting as escrow holder pursuant to the Early Exercise Notice and Restricted Stock Purchase Agreement Purchaser has previously entered into with the Company. As escrow holder, the Secretary of the Company, or his or her designee, holds the original of the aforementioned certificate issued in the undersigned’s name.

EXHIBIT B

NEOPHOTONICS CORPORATION

2004 STOCK OPTION PLAN

[EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT

1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to purchase shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Company’s 2004 Stock Option Plan (the “Plan”) and the Stock Option Agreement granted , (the “Option Agreement”).] The purchase price for the Shares shall be $ per Share for a total purchase price of $ . The term “Shares” refers to the purchased Shares and all securities received in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.

2. Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of Section 3(b) of the Option Agreement. On such date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the exercise price therefor by Purchaser by any method listed in Section 4 of the Option Agreement.

(a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(a) (the “Right of First Refusal”).

or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s).

(iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 3(a) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.

(v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 60 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

(vi) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(a). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3.

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(b) Involuntary Transfer.

(i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the fair market value of the Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares.

(ii) Price for Involuntary Transfer. With respect to any stock to be transferred pursuant to Section 3(b)(i), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the Company. The Company shall notify Purchaser or his or her executor of the price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne equally by the Company and the Purchaser.

(c) Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any shareholder or shareholders of the Company or other persons or organizations.

(f) Termination of Rights. The right of first refusal granted the Company by Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 3(b) above, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 5(a)(ii) herein and delivered to Purchaser.

4. Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following:

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(c) Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company.

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connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

5. Restrictive Legends and Stop-Transfer Orders.

(i)

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

(ii)

6. No Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause.

7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any

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underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

8. Miscellaneous.

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

(d) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(e) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.

(f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(g) Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.

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The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company.

[Signature Page Follows]

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The parties have executed this Exercise Notice and Restricted Stock Purchase Agreement as of the date first set forth above.


COMPANY:

NEOPHOTONICS CORPORATION

By:
Name:
Title:

PURCHASER:

«Optionee_»



(Signature)

Address:

I, , spouse of «Optionee_», have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such interest shall hereby by similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement.

Spouse of «Optionee_»

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RECEIPT

The undersigned hereby acknowledges receipt of Certificate No. for shares of Common Stock of NeoPhotonics Corporation.


Dated:
				«Optionee_»

RECEIPT

NeoPhotonics Corporation (the “Company”) hereby acknowledges receipt of a check in the amount of $ given by «Optionee_» as consideration for Certificate No. for shares of Common Stock of the Company.

NEOPHOTONICS CORPORATION

2004 STOCK OPTION PLAN

NOTICE OF STOCK OPTION GRANT

FOR RESIDENTS OF

THE PEOPLE’S REPUBLIC OF CHINA (“PRC”)

«Optionee_»

You have been granted an option to purchase Common Stock of NeoPhotonics Corporation, a company incorporated in the state of Delaware in the United States of America (the “Company”) as follows:


Board Approval Date:		«BoardApprovalDate_»«GrantDate_»

Date of Grant:		«GrantDate_»

Exercise Price per Share:		$«ExercisePrice_»

Total Number of Shares Granted:		«NoofShares_»

Total Exercise Price:		$«TotalExercisePrice_»

Expiration Date:		«ExpireDate_»

Vesting Commencement Date:		«VestingCommenceDate_»

Vesting/Exercise Schedule:		So long as your Continuous Service Status with the Company (or any Parent, Subsidiary or Affiliate, as such terms are defined in the 2004 Stock Option Plan) continues, the Shares underlying this Option shall vest in accordance with the following schedule: [25% of the Option Shares shall vest on the one-year anniversary of the Vesting Commencement Date, and the remaining Option Shares shall vest as to 1/48th of the total number of Option Shares on each monthly anniversary of the Vesting Commencement Date thereafter, so long as the optionee remains an employee of or consultant to the Company. [This Option may be exercised, in whole or in part, at any time after the six (6) month anniversary of the Grant Date.] «Vesting_Schedule» ]


Termination Period:		This Option may be exercised for 60 days after termination of Continuous Service Status except as set out in Section 4 of the Stock Option Agreement (but in no event later than the Expiration Date); provided that following the date on which your Continuous Service Status terminates you shall only be permitted to exercise the Option as to vested Shares. Optionee is responsible for keeping track of these exercise periods following termination for any reason of his or her service relationship with the Company. The Company will not provide further notice of such periods.

Transferability:		This Option may not be transferred.

You are representing that you are not a United States taxpayer or otherwise subject to the federal or state tax laws of the United States of America. If you subsequently become subject to such tax laws, you agree to inform the Company immediately. Further, you represent that you are not a “U.S. Person” as defined under U.S. federal securities laws at the time of grant of this Option. In connection with this representation, you are required to provide to the Company an executed copy of Exhibit A (“Investor Certificate”) attached to the Stock Option Agreement.

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NEOPHOTONICS CORPORATION

2004 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

1. Grant of Option.

(i) NeoPhotonics Corporation, a company incorporated in the state of Delaware in the United States of America (the “Company”), hereby grants to «Optionee_» (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the NeoPhotonics Corporation 2004 Stock Option Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference.

(ii) Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan. Optionee is required as a condition to receipt of this Option to provide to the Company an executed copy of Exhibit A attached hereto (“Investor Certificate”).

2. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows:

(a) Right to Exercise.

(i) This Option may not be exercised for a fraction of a share.

(ii) In the event of Optionee’s death, disability or other termination of employment, the exercisability of the Option is governed by Section 4 below, subject to the limitations contained in this Section 2.

(iii) In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice.

(b) Method of Exercise.

(i) This Option shall be exercisable by execution and delivery of the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit B, or any other

form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

(ii) As a condition to the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate provision for PRC or US federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding or as otherwise permitted by Applicable Laws.

(iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable PRC or U.S. federal or state securities or other law or regulation. As a condition to the exercise of this Option, the Company may, on the advice of counsel, require Optionee to make representations and warranties to the Company as may be required by the Applicable Laws. Assuming compliance with Applicable Laws, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares.

3. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the election of Optionee and, where applicable, shall be payable in U.S. Dollars with Optionee’s own legally acquired foreign currency:

(a) cash, check or wire transfer;

(b) cancellation of indebtedness;

4. Termination of Relationship. Following the date of termination of Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 4. To the extent that Optionee is not entitled to exercise this Option as of the Termination Date, or if Optionee does not exercise this Option within the

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Termination Period set forth in the Notice or the termination periods set forth below, the Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of the Option as set forth in the Notice.

(b) Other Terminations. In connection with any termination other than a termination covered by Section 4(a), Optionee may exercise the Option only as described below:

5. Non-Transferability of Option. Except as otherwise set forth in the Notice, this Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.

6. Tax Consequences. THERE ARE POTENTIAL TAX CONSEQUENCES IN EXERCISING THIS OPTION. OPTIONEE ACKNOWLEDGES THAT HE OR SHE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. THE COMPANY, PHOTON AND THE OPTIONEE SHALL COMPLY WITH APPLICABLE LAWS’ TAX REQUIREMENTS ARISING FROM THIS OPTION FROM TIME TO TIME, INCLUDING ANY WITHHOLDING OBLIGATIONS.

7. Country of Residence Legal Requirements. The Optionee hereby represents and warrants that he or she is not a U.S. taxpayer or otherwise subject to the federal or state tax laws of the United States of America. If Optionee subsequently becomes subject to such tax laws, Optionee agrees to inform the Company immediately. The Optionee hereby acknowledges and agrees that any exercise of this option or disposal of shares must comply with Applicable Laws. The Company will provide any reasonably necessary assistance in facilitating the Optionee to comply with such laws. The Optionee further confirms that he is aware of the applicable PRC foreign exchange requirements and acknowledges that he will be solely responsible for complying with such PRC foreign exchange regulations, including but not limited to the following: (a) obtaining oversea foreign investment foreign exchange registration; and (b) making such payment denominated in foreign currency using his own foreign currency acquired from a legal resource.

8. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of

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the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (up to, but not exceeding, 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

[Signature Page Follows]

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This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one document.


«Optionee_»		NeoPhotonics Corporation


						By:
								James D. Fay, Chief Financial Officer

Dated:

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Exhibit A

Investor Certificate

(for purposes of compliance with Regulation S)

The undersigned makes this certification in connection with the grant of an Option to purchase Shares of Common Stock of NeoPhotonics Corporation, a Delaware corporation, upon exercise of such Option issued pursuant to the NeoPhotonics Corporation 2004 Stock Option Plan, as such may be amended from time to time. Capitalized terms used but not defined in this Certificate have the meanings ascribed to them in the Stock Option Agreement dated to which this Certificate is attached.

The undersigned certifies and represents that, as of the date set forth below, he/she:

1. is not a natural person resident in the United States, a partnership or corporation organized under the laws of the United States or otherwise a US person (as defined in Rule 902(k) of Regulation S of the United States Securities Act of 1933, as amended (the “Securities Act”); a copy of such definition is attached hereto) or acting for the benefit or account of a US person);

2. understands that neither the Option granted nor the Shares have been registered under the Securities Act;

3. agrees (a) to resell the Option or, following exercise of the Option, the Shares in a manner that would be subject to the securities laws of the United States (or any subdivision thereof) only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to another available exemption from registration (the availability of such exemption being reflected by an opinion of counsel acceptable to the Company), and (b) not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act (including Regulation S thereunder); and

4. understands that a legend will be placed on all certificates evidencing the Option and, following exercise of the Option, the Shares reflecting the restrictions upon transfer set forth in paragraph (3) above.


Dated:

Signature:

Print Name:

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Attachment to Investor Certificate

As defined in Regulation 902(k) of Regulation S under the Securities Act of 1933, as amended, the term “U.S. Person” means:

(A) any natural person resident in the United States;

(B) any partnership or corporation organized or incorporated under the laws of the United States;

(D) any trust of which any trustee is a U.S. person;

(E) any agency or branch of a foreign entity located in the United States;

(F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(G) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(H) any partnership or corporation if: (1) organized or incorporated under the laws of any foreign jurisdiction; and (2) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of the 1933 Act) who are not natural persons, estates or trusts.

The following are not U.S. Persons:

(A) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(B) any estate of which an professional fiduciary acting as executor or administrator is a U.S. person if: (1) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and (2) the estate is governed by foreign law;

(C) any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(D) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(E) any agency or branch of a U.S. person located outside the United States if (1) any agency or branch operates for valid business reasons; and (2) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(F) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

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Exhibit B

NEOPHOTONICS CORPORATION

2004 STOCK OPTION PLAN

EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement (“Agreement”) is made as of , by and between NeoPhotonics Corporation, a corporation incorporated in the state of Delaware in the United States of America (the “Company”), and «Optionee_» (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the 2004 Stock Option Plan.

1. Exercise of Option.

Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her vested option to purchase «NoofShares_» shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Company’s 2004 Stock Option Plan (the “Plan”) and the Stock Option Agreement granted «GrantDate_» (the “Option Agreement”). The purchase price for the Shares shall be $«NoofSharesExercisePrice_» per Share for a total purchase price of $ . The term “Shares” refers to the purchased Shares and all securities received in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares. As a condition to exercise of the Option, Purchaser shall provide an executed copy of the investor certificate attached hereto as Exhibit A (the “Investor Certificate”) to the Company.

2. Time and Place of Exercise. The offer, purchase and sale of the Shares under this Agreement shall occur at the principal office in the PRC of the Company’s subsidiary NeoPhotonics (China) Co., Ltd. simultaneously with the execution and delivery of this Agreement in accordance with the provisions of Section 2(b) of the Option Agreement. On such date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the exercise price therefore by Purchaser by any method listed in Section 3 of the Option Agreement.

3. Limitations on Transfer. In addition to any other limitation on transfer created by applicable securities laws (including any limitations arising under the Investor Certificate), Purchaser shall not assign, encumber or dispose of any interest in the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below). After any Shares have been released from such Repurchase Option, Purchaser shall not assign, encumber or dispose of any interest in such Shares except in compliance with the provisions below and applicable securities laws.

(i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or

otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s).

(ii) Exercise of Right of First Refusal. At any time within twenty (20) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below.

(iv) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within twenty (20) days after receipt of the Notice or in the manner and at the times set forth in the Notice.

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in Section 3(b)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of twenty (20) days following receipt by the Company of written notice by the person acquiring the Shares.

(ii) Price for Involuntary Transfer. With respect to any stock to be transferred pursuant to Section 3(c)(i), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the Company. The Company shall notify Purchaser or his or her executor of the price so determined within twenty (20) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne equally by the Company and the Purchaser.

(f) Termination of Rights. The right of first refusal granted the Company by Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 3(b) above, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) herein and delivered to Purchaser.

4. Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following:

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meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity.

(d) Purchaser is familiar with the provisions of Regulation S and Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e) below.

(e) Purchaser further understands that in the event all of the applicable requirements of Regulation S or Rules 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Regulation S and Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Regulation S or Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

(g) Purchaser represents and warrants to the Company that (i) Purchaser is not a U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) and (ii) Purchaser has complied with and received any required approval under Applicable Laws before exercising the Option.

(h) Purchaser has read, understands and has executed the Investor Certificate.

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5. Restrictive Legends and Stop-Transfer Orders.

(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED UNLESS DONE IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, EFFECTED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR UNDER ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT (AS TO WHICH AVAILABILITY THE COMPANY MAY REQUIRE THE SELLER/TRANSFEROR TO PROVIDE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).

(ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (up to, but not exceeding, 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

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8. Miscellaneous.

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, U.S.A., without giving effect to principles of conflicts of law.

(e) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or seventy-two (72) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.

(f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

[Signature Page Follows]

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The parties have executed this Exercise Notice and Restricted Stock Purchase Agreement as of the date first set forth above.


COMPANY:

NEOPHOTONICS CORPORATION

By:

James D. Fay, Chief Financial Officer

PURCHASER:

«OPTIONEE_»

(Signature)

Address:

I, , spouse of «Optionee_», have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement.

Spouse of «Optionee_»

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Exhibit A

Investor Certificate

(for purposes of compliance with Regulation S)

The undersigned makes this certification in connection with the purchase of Shares of Common Stock of NeoPhotonics Corporation, a Delaware corporation, upon exercise of an Option to purchase such Shares issued pursuant to the NeoPhotonics Corporation 2004 Stock Option Plan, as such may be amended from time to time. Capitalized terms used but not defined in this Certificate have the meanings ascribed to them in the Exercise Notice and Stock Purchase Agreement dated to which this Certificate is attached.

The undersigned certifies and represents that, as of the date set forth below, he/she:

2. understands that the Shares have not been registered under the Securities Act;

3. agrees (a) to resell the Shares in a manner that would be subject to the securities laws of the United States (or any subdivision thereof) only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to another available exemption from registration (the availability of such exemption being reflected by an opinion of counsel acceptable to the Company), and (b) not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act (including Regulation S thereunder); and

4. understands that a legend will be placed on all certificates evidencing the Shares reflecting the restrictions upon transfer set forth in paragraph (3) above.


Dated:

Signature:

Print Name:

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Attachment to Investor Certificate

As defined in Regulation 902(k) of Regulation S under the Securities Act of 1933, as amended, the term “U.S. Person” means:

(A) any natural person resident in the United States;

(B) any partnership or corporation organized or incorporated under the laws of the United States;

(D) any trust of which any trustee is a U.S. person;

(E) any agency or branch of a foreign entity located in the United States;

(F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(G) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

The following are not U.S. Persons:

(D) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

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RECEIPT AND CONSENT

The undersigned hereby acknowledges receipt of Certificate No. for shares of Common Stock of NeoPhotonics Corporation (the “Company”).

EX-10.3 8 dex103.htm NEOPHOTONICS CORPORATION 2007 STOCK APPRECIATION GRANTS PLAN NeoPhotonics Corporation 2007 Stock Appreciation Grants Plan

Exhibit 10.3

NEOPHOTONICS CORPORATION

2007 STOCK APPRECIATION GRANTS PLAN

Adopted: October 4, 2007

Termination Date: October 4, 2014

1. Purpose.

(a) This 2007 Stock Appreciation Grants Plan (the “Plan”) of NeoPhotonics Corporation, a Delaware corporation (the “Company”), is intended to advance the interests of the Company and any present or future subsidiaries of the Company (collectively, “Related Corporations”) by enhancing their ability to attract and retain employees who are in a position to make contributions to the success of the Company, to reward such individuals for their contributions and to encourage such individuals to take into account the long-term interests of the Company and the Related Corporations. The Plan provides for the grant of rights (“Stock Appreciation Units”) entitling the holder upon exercise to receive cash in an amount equal to the amount by which the Company’s Common Stock, par value $0.0001 per share (the “Stock”), has appreciated in value (as determined pursuant to Section 4(e) below) since the Award Date (as defined below).

(b) It is anticipated that the Stock Appreciation Units granted under this Plan will be primarily or exclusively granted to employees or consultants of the Related Corporations in the People’s Republic of China (the “PRC”).

2. Administration of the Plan.

(a) For the purposes of this Plan, the term “Administrator” shall mean the Board of Directors of the Company (the “Board”) or a Committee appointed by the Board and consisting of two or more Board members (the “Committee”) as described in greater detail in Section 2(c), or a combination thereof. The Administrator shall administer the Plan. In the event the Company registers any class of any equity security pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each member of the Committee shall be a “disinterested person” as defined in Rule 16b-3 under the Exchange Act and each shall be an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Administrator shall have authority, not inconsistent with the express provisions of the Plan:

(i)

to grant awards of Stock Appreciation Units (“Awards”) to such Participants (as defined in Section 3 of this Plan) as the Administrator may select;

(ii)

to determine the time or times when Awards shall be granted and the number and type of Stock Appreciation Units subject to each Award;

(iii)

to determine the terms and conditions of each Award;

(iv)

to prescribe the form or forms of any instruments evidencing Awards and any other instruments required under the Plan and to change such forms from time to time;

(v)

to adopt, amend and rescind rules and regulations for the administration of the Plan;

(vi)

to adjust the vesting of an Award as set forth in Section 5;

(vii)

in order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Awards to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs; and

(viii)

to interpret the Plan and any Award granted hereunder and to decide any questions and settle all controversies and disputes that may arise in connection with the Plan or any Award granted hereunder. Such determinations of the Administrator shall be conclusive and shall bind all Persons.

(b) Subject to Section 12, the Administrator also shall have the authority, both generally and in particular instances, to waive compliance by any Participant with any obligation to be performed by such Participant under any Award, to waive any condition or provision of any Award and to amend or cancel any Award (and if any Award is canceled, to grant a new Award on such terms as the Administrator shall specify); provided, however, that except as expressly provided in the Plan or in any Award granted hereunder, the Administrator may not take any action with respect to any outstanding Award that would adversely affect the rights of the Participant under such Award without such Participant’s written consent. Nothing in the immediately preceding sentence shall be construed as limiting the power of the Administrator to make adjustments required by Section 11. The Administrator may from time to time adopt such rules and regulations for carrying out the Plan as it may deem appropriate. No member of the Board or the Committee administering the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it.

(c) If a Committee (for example, the Compensation Committee) is appointed by the Board to administer or assist in administration of the Plan, the Committee may select one of its members as its chairman, and shall hold meetings at such time and places as it may determine. Acts by a majority of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused or remove all members of the Committee and thereafter directly administer the Plan.

3. Eligible Participants. Awards may be granted to any officer, employee or consultant of the Company or any Related Corporation who is in a position to make a significant contribution to the success of the Company and Related Corporations. Persons granted Awards under the Plan are referred to herein as “Participants”.

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4. Awards. Each Award shall consist of, and be denominated in, one or more Stock Appreciation Units. Such Awards shall comply with, and be subject to, the following terms and conditions:

(a) Form of Awards. An Award shall be evidenced by a written instrument (an “Award Agreement”) in such form as the Board shall approve. The Award Agreement shall indicate the date on which the Award was granted (the “Award Date”), the Fair Market Value (as determined pursuant to Section 6 hereof) or Attributed Value (as described in Section 4(d) hereof) of the Stock on the Award Date, the number of Stock Appreciation Units granted by the Award, the Vesting Commencement Date, the Vesting Date, the vesting provisions and additional conditions, if any, applicable to the Award.

(b) Restrictions on Exercise. Except as set forth in Section 4(b)(ii) below, an Award under the Plan shall not be exercisable by any recipient until the earliest to occur of the following: (i) the expiration of the period of time agreed to between the Company’s underwriters and certain stockholders of the Company selected by the underwriters in connection with a public offering of the Stock (the “Lock-Up Period”), such Lock-Up Period commencing upon the effective date of a registration statement filed by the Company under the Securities Act of 1933, as amended, covering the initial offer and sale of Common Stock for the account of the Company to the public on an internationally recognized stock exchange (an “IPO”), or (ii) upon the consummation of a Change of Control. A “Change of Control” shall mean a sale of all or substantially all of the company’s assets, or a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.

(i)

Prior to the earlier to occur of the effective date of an IPO or the consummation of a Change of Control, a Participant who ceases to be employed by the Company or ceases to be a consultant for reason of termination of employment or service pursuant to Section 7 or for reason of death or disability pursuant to Section 8 shall have no right (and Participant’s estate, personal representative or beneficiary shall have no right) to exercise any Award held by the Participant regardless of the amount of Stock Appreciation Units that have Vested upon that date. The Stock Appreciation Units held by the Participant shall be canceled by the Company without consideration as of the date of the termination of the Participant’s employment or service.

(ii)

After the effective date of an IPO, in the event that a Participant (A) ceases during the Lock-Up Period to be an employee or consultant of the Company for reason of termination of employment or service pursuant to Section 7 or for reason of death or disability pursuant to Section 8, and (B) exercises an Award during the Lock-Up Period, the Fair Market Value of the Vested Stock Appreciation Units shall be equal to the average closing price for the Shares on the first three business days following the

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expiration of the Lock-Up Period (as reported on the Nasdaq website if traded on a Nasdaq exchange, or if otherwise publicly traded, as reported in the Wall Street Journal (a United States-based financial newspaper) for the applicable date. Payment of the Total Appreciation (as defined below) owed to the Participant shall occur within sixty (60) business days following the expiration of the Lock-Up Period.

(c) Manner of Exercise. Unless otherwise provided for in the Plan or in the Award Agreement, an Award will not be deemed to have been exercised until an officer of the Company receives a signed written notice of such exercise, in such form as the Board may approve, accompanied by a copy of the Award Agreement. The date upon which such written notice is received by the Company shall be the “Exercise Date” for the applicable Stock Appreciation Units. If the Award is exercised by any person other than the Participant, the Administrator may require satisfactory evidence that a person exercising the Award has the right to do so.

(d) Award Provisions. The Administrator will determine the terms of all Awards, subject to the limitations provided herein. Without limiting the foregoing, the Administrator may in its discretion approve Awards where the Total Appreciation (as defined below) is calculated from a price of the Stock that is higher or lower than the Fair Market Value of a share of Stock on the Award Date (in which case, such price is referred to as the “Attributed Value”).

(e) Calculation of Total Appreciation. Except as set forth in Section 4(b)(ii), upon the exercise of an Award, each Stock Appreciation Unit shall entitle a Participant to a cash payment in the amount of:

(i)

the excess of the “Fair Market Value” (as determined pursuant to Section 6 below) of a share of Stock on the Exercise Date over

(ii)

the Fair Market Value of a share of Stock on the Award Date or (if applicable) the Attributed Value.

The total appreciation available (“Total Appreciation”) to a Participant from the exercise of an Award shall be equal to the number of Stock Appreciation Units being exercised, multiplied by the amount of appreciation per Stock Appreciation Unit determined under the preceding sentence.

(f) Form of Payment. Awards shall be settled with cash in an amount equal to the Total Appreciation within sixty (60) business days following the applicable Exercise Date. Each Award shall set forth the terms and conditions on which payment on the Total Appreciation will be made. Unless otherwise determined by the Administrator, payment to Participants outside the United States shall be made in local currency using a standard exchange rate determined by the Administrator.

(g) Taxes. As a condition of the grant, vesting or exercise of an Award granted under the Plan, the Participant (or in the case of the Participant’s death, the person exercising the Award) shall make such arrangements as the Administrator may require for the

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satisfaction of any applicable federal, state, local, foreign or other withholding tax obligations that may arise in connection with such grant, vesting or exercise of the Award or payment of the Total Appreciation. The Company shall not be required to pay any of the Total Appreciation until such obligations are satisfied. Each Participant who is an employee shall be deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise of an Award. In the case of a Participant other than an employee (or in the case of any employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under the applicable laws, the Participant shall be deemed to have elected to have the Company withhold from the Total Appreciation to be issued upon exercise of an Award that amount equal to the amount required to be withheld. Any election or deemed election by a Participant to have Total Appreciation withheld to satisfy tax withholding obligations under the Plan shall be irrevocable and shall be subject to the consent or disapproval of the Administrator.

5. Vesting. A Participant shall accrue the right to exercise all or a portion of an Award pursuant to a vesting schedule specified by the Administrator. An Award may become exercisable (“Vest”) at such time or times (each, a “Vesting Date”) as the Administrator may specify. Without limiting the foregoing, the Administrator may at any time accelerate the Vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration. Unless otherwise provided for in the terms of the Award, a vested Award shall be exercisable until the tenth anniversary of the Award Date, provided that under no circumstances will a Vesting Date for any Award occur more than ten (10) years after the Award is granted (the “Final Exercise Date”). The Administrator may, in its discretion, impose additional vesting conditions on the exercise of any Award, such as the satisfaction of performance conditions or other requirements, provided that such additional vesting conditions are stated in the Award Agreement. In all events, the exercisability of Vested Awards shall be subject to the restrictions set forth in Section 4(b).

6. Fair Market Value.

(a) The “Fair Market Value” means, as of any date, the fair market value of a share of the Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. The determination by the Administrator of the Fair Market Value shall be conclusive and binding notwithstanding the possibility that other persons might make a different, and also reasonable, determination.

(b) If, at the time Fair Market Value is to be determined, the Company’s Stock is publicly traded, then notwithstanding subparagraph (a) above, Fair Market Value shall be based upon the closing price for the Shares as reported on The Nasdaq website if traded on a Nasdaq exchange, or if otherwise publicly traded, as reported in the Wall Street Journal for the applicable date.

7. Termination of Employment or Consulting Relationship. Except as otherwise set forth in Section 4(b), if a Participant ceases to be employed by (or ceases to be a consultant to) the Company or any Related Corporation other than by reason of death or disability as provided in paragraph 8, no further installments of the Participant’s Award shall Vest, and the

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Participant’s Award shall terminate after the passage of 90 days from the date of termination of employment or consultancy, but in no event later than on its Final Exercise Date. A leave of absence with the written approval of the Administrator shall not be considered an interruption of employment under the Plan. Employment shall also be considered as continuing uninterrupted during any other bona fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed 90 days or, if longer, any period during which such Participant’s right to reemployment is guaranteed by statute. Nothing in the Plan shall be deemed to give any Participant the right to be retained in employment or other service by the Company or any Related Corporation for any period of time. Awards granted under the Plan shall not be affected by any change of employment or consulting relationship within or among the Company and Related Corporations, so long as the Participant continues to be an employee or consultant of the Company or any Related Corporation. Notwithstanding the provisions in this paragraph 7, the Administrator may, in its sole discretion, establish different terms and conditions pertaining to the effect of a Participant’s termination of employment with or other service to the Company or any Related Corporation.

8. Death; Disability.

(a) Except as otherwise set forth in Section 4(b), if a Participant ceases to be employed by (or ceases to be a consultant to) the Company and all Related Corporations by reason of the Participant’s death, no further Stock Appreciation Units shall Vest, and any Award of Participant may be exercised, to the extent of the number of Stock Appreciation Units with respect to which the Participant could have exercised on the date of the Participant’s death, by the Participant’s estate, personal representative or beneficiary who has acquired the Award by will or by the laws of descent and distribution, at any time prior to the earlier of the Award’s Final Exercise Date or one year from the date of the Participant’s death, unless some other date is specified in the Award Agreement.

(b) Except as otherwise set forth in Section 4(b), if a Participant ceases to be employed by (or ceases to be a consultant to) the Company and all Related Corporations by reason of the Participant’s disability, no further Stock Appreciation Units shall Vest, and the Participant shall have the right to exercise any Award held by the Participant on the date of termination of employment or consulting relationship to the extent of the number of Stock Appreciation Units with respect to which the Participant could have exercised on that date, at any time prior to the earlier of the Award’s Final Exercise Date or one year from the date of the termination of the Participant’s employment or consulting relationship, unless some other date is specified in the Award Agreement. For the purposes of the Plan, the term “disability” shall have the meaning assigned to it in Section 22(e)(3) of the Code or any successor statute.

9. Assignability. No Award shall be assignable or transferable by the Participant except by will or by the laws of descent and distribution, and during the lifetime of the Participant each Award shall be exercisable only by the Participant.

10. Terms and Conditions of Awards. Awards shall be evidenced by instruments (which need not be identical) in such forms as the Administrator may from time to time approve. Such instruments shall conform to the terms and conditions set forth in Section 4(b) and Sections

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7 through 9 hereof and may contain such other provisions as the Administrator deems advisable that are not inconsistent with the Plan. The Administrator may from time to time confer authority and responsibility on one or more of its own members and/or one or more officers of the Company to execute and deliver such instruments. The proper officers of the Company are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such instruments.

11. Adjustments. Upon the happening of any of the following described events, a Participant’s rights with respect to Awards granted to him or her hereunder shall be adjusted as hereinafter provided:

(a) In the event of a Change of Control which occurs while unexercised Awards remain outstanding under the Plan:

(i)

the Administrator may waive any limitations imposed with respect to the exercise of the Award so that all Awards from and after a date prior to the effective date of such Change of Control, specified by the Administrator, shall be exercisable in full; or

(ii)

all outstanding Awards may be cancelled by the Administrator as of the effective date of any Change of Control, provided that advanced written notice of such cancellation shall be given to each holder of an Award, and each such holder thereof shall have the right to exercise such Award in full (without regard to any discretionary limitations imposed with respect to the Award) during a 10-day period after delivery of such notice of cancellation.

(b) Stock Dividends, Stock Splits, etc. In the event of a stock dividend, stock split, combination of shares (including a reverse stock split), recapitalization or other change in the Company’s capital structure, the Administrator shall proportionately adjust the number of Stock Appreciation Units subject to each then outstanding Award and any other provisions of the Awards affected by the adjustment. Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive.

(c) Dividends and Other Distributions. Except for stock dividends as provided above, a Participant shall not be entitled to receive any dividends or other distributions with respect to the Stock notionally subject to an outstanding unexercised Award.

12. Nature of Awards. No Award shall be construed as consisting of, or as giving any Participant or beneficiary any interest whatsoever in, any property, Stock or other securities of the Company, except as expressly set forth herein. The obligations of the Company under the Plan are unfunded and unsecured contractual obligations only, and nothing herein shall be construed as requiring the Company to invest in Stock or other property, to establish a trust or otherwise to set aside any funds in advance to meet such obligations.

13. No Obligation to Exercise Awards. The granting of Awards shall impose no obligation upon the Participant to exercise such Awards.

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14. Term and Amendment of Plan. This Plan was adopted by the Board on October 4, 2007. The Plan shall expire at the close of business on October 4, 2017 (except as to Awards outstanding on that date). The Administrator may terminate or amend the Plan in any respect at any time, and may further amend the Plan to (a) increase or decrease the total number of Stock Appreciation Units that may be issued under the Plan; (b) change the class of persons eligible to participate in the Plan, or (c) materially increase the benefits to Participants under the Plan. Termination or any modification or amendment of the Plan shall not, without consent of a Participant, affect such Participant’s rights under any Award previously granted to the Participant.

15. Governmental Regulation. The Company’s obligation to issue cash under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such payment.

16. Withholding Taxes; Delivery of Cash. The Company’s obligation to deliver cash upon exercise of an Award, in whole or in part, shall be subject to the Participant’s satisfaction of all applicable PRC and United States federal, state and local income and employment tax withholding obligations, and the Company is expressly authorized to deduct such withholding obligations from the cash amount issued to the Participant upon exercise of the Award.

17. Rights as Stock Appreciation Unit Holder. A Participant who receives an Award of Stock Appreciation Units shall have none of the rights or privileges of a stockholder of the Company, whether they be voting rights or any other rights associated with the underlying stock of the Company.

18. Governing Laws; Construction. The validity and construction of the Plan and the instruments evidencing Awards shall be governed by the laws of the State of Delaware, U.S.A. In construing this Plan, the singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires.

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NEOPHOTONICS CORPORATION

2007 STOCK APPRECIATION GRANTS PLAN

STOCK APPRECIATION GRANT AGREEMENT

«Recipient»

1. Grant of Award of Stock Appreciation Units: You have been granted an Award of Stock Appreciation Units (the “SAU Award”) by NeoPhotonics Corporation, a company incorporated in the state of Delaware in the United States of America (the “Company”) as follows:


Board Approval Date:		«BoardApprovalDate»

Award Date	(Later of Board
Approval Date or Commencement of Employment/Consulting):		«GrantDate»

Base Value per Unit:		$«ExercisePrice»

Total Number of Stock Appreciation Units Granted:		«NoofShares»

Total Base Value:		U.S. $«TotalBase»

Term/Expiration Date:		«ExpirDate»

Vesting Commencement Date:		«VestingCommencementDate»

Vesting Schedule:		This SAU Award shall vest in accordance with this vesting schedule and in accordance with the Plan and this Agreement. So long as you continue to be an employee or consultant (a “Service Provider”) with the Company or one of its subsidiaries (and further subject to the provisions of the Plan (as defined below) and this Award Agreement, the SAU Award shall vest in accordance with the following schedule: [Twenty-five percent (25%) of the Stock Appreciation Units subject to the Award shall vest on the first annual anniversary of the Vesting Commencement Date, and an additional 1/48th of the number of Stock Appreciation Units shall vest on the first date of each month thereafter.]


Transferability:				This SAU Award may not be transferred.

2. Terms of the Plan and Award. By your signature and the signature of the Company’s representative below, you and the Company agree that this SAU Award is granted under and governed by the terms and conditions of this Stock Appreciation Grant Award Agreement (the “Award Agreement”) and the NeoPhotonics Corporation 2007 Stock Appreciation Grants Plan (the “Plan”), which is attached and made a part of this document. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall prevail. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Award Agreement.

3. Exercise of Award.

(a) Exercise: Each election to exercise an SAU Award that has vested in whole or in part shall be in the form set forth in Exhibit A attached hereto, completed and signed by you and received by the Company’s Human Resources or Stock Administration Departments at the Company’s principal office located in San Jose, California or at its NeoPhotonics (China) Co., Ltd. office located in Shenzhen, China. The election to exercise shall be accompanied by this Award Agreement and shall state the election to exercise the vested Stock Appreciation Units in whole or in part. Subject to Sections 4(b), 5, 7 and 8 of the Plan and Sections 1, 3(b) and 3(c) of this Award Agreement, this SAU Award shall be deemed to be exercised upon receipt by the Company of such fully executed notice. Notwithstanding the foregoing, the Company may in its sole discretion establish alternative means for you to exercise the vested Stock Appreciation Units of your SAU Award.

(b) Restrictions on Exercise: Notwithstanding Section 3(a), and except as set forth in Section 3(c) below, exercise of your fully or partially vested SAU Award will not be allowed until the earliest to occur of the following:

(i) the expiration of the Lock-Up Period commencing upon the effective date of a registration statement filed by the Company under the Securities Act of 1933, as amended, covering the initial offer and sale of Common Stock for the account of the Company to the public on an internationally recognized stock exchange (an “IPO”), or

(ii) upon the consummation of a Change of Control.

(c) Departure of Service Provider: If you cease to be a Service Provider for the Company prior to the earlier to occur of the effective date of an IPO or the consummation of a Change of Control described above, you shall have no right to exercise any Award regardless of the amount of Stock Appreciation Units that have vested upon that date. The Stock Appreciation Units (vested and unvested) will be cancelled by the Company as of your termination date without payment of consideration. In the event that after the effective date of an IPO: (i) you cease during the Lock-Up Period to be an employee or consultant of the Company for reason of termination of your employment or service or for reason of your death or disability pursuant to Section 7, and (ii) you exercise your Award during the Lock-Up Period, the Fair Market Value of your Vested Stock Appreciation Units shall be equal to the average closing price for the Shares

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on the first three business days following the expiration of the Lock-Up Period (as reported on the Nasdaq website if traded on a Nasdaq exchange, or if otherwise publicly traded, as reported in the Wall Street Journal (a United States-based financial newspaper) for the applicable date). Payment of the Total Appreciation (as defined below) owed to you shall occur within sixty (60) business days following the expiration of the Lock-Up Period.

4. Calculation and Payment of Appreciation.

(a) Except as set forth in Section 3(c) hereof and Section 4(b)(ii) of the Plan, upon the exercise of an SAU Award, you shall be entitled to receive within sixty (60) business days following your Exercise Date (as defined in Section 4(c) of the Plan) a cash payment for each Stock Appreciation Unit exercised in the amount of (i) the Fair Market Value (as defined below in Section 5) of a share of Stock of the Company as of the Exercise Date less (ii) the Base Value of a share of Stock of the Company on the Award Date as determined by the Administrator (and as indicated in Section 1 above). The Total Appreciation available to you from the exercise of an Award equals the number of vested Stock Appreciation Units being exercised, multiplied by the amount of appreciation per vested Stock Appreciation Unit as determined in the preceding sentence.

(b) Unless otherwise determined by the Administrator, payments of cash to Participants outside the United States shall be made in local currency using a standard exchange rate determined by the Administrator.

5. Fair Market Value. The Fair Market Value of a share of the Stock of the Company is determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants.

(a) The determination of the Fair Market Value by the Administrator is conclusive and binding.

(b) If, at the time Fair Market Value is to be determined, the Company’s Stock is publicly traded, then the Fair Market Value shall be based upon the closing price for the Shares as reported on The Nasdaq website if traded on a Nasdaq exchange, or if otherwise publicly traded, as reported in the Wall Street Journal for the applicable date.

6. Withholding Taxes. The Company’s obligation arising upon the exercise of this SAU Award shall be paid in cash. Further, the Company’s obligation to deliver cash upon exercise of an Award, in whole or in part, shall be subject to your satisfaction of all applicable People’s Republic of China (the “PRC”) and United States federal, state and local income and employment tax withholding obligations, and the Company is expressly authorized to deduct such withholding obligations from the cash amount issued to you upon exercise of the Award.

7. Cessation as Service Provider.

(a) Termination of Service Provider: Except as otherwise set forth in Section 4(b) of the Plan and Section 3 of this Award Agreement, if you cease to be employed by or a consultant to the Company or any Related Corporation, no further installments of the SAU

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Award shall vest, and the SAU Award shall terminate after the passage of 90 days from the date of termination of employment or consulting, but in no event later than on its Final Exercise Date.

(i) Leave of Absence: A leave of absence with the written approval of the Administrator shall not be considered an interruption of employment under the Plan. Employment shall also be considered as continuing uninterrupted during any other bona fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed 90 days or, if longer, any period during which such Service Provider’s right to reemployment is guaranteed by statute.

(ii) Employment or Consulting Relationship with Related Corporation: Awards granted under the Plan shall not be affected by any change of employment or consulting relationship within or among the Company and Related Corporations, so long as the Service Provider continues to be an employee or consultant of the Company or any Related Corporation.

(b) Death: Except as otherwise set forth in Section 4(b) of the Plan and Section 3 of this Award Agreement, if you cease to be employed by (or cease to be a consultant to) the Company and all Related Corporations by reason of your death, no further Stock Appreciation Units shall vest, and any Award of the deceased Service Provider may be exercised, to the extent of the number of Stock Appreciation Units with respect to which it could have been exercised on the date of the your death, by your estate, personal representative or beneficiary who has acquired the Award by will or by the laws of descent and distribution, at any time prior to the earlier of the Award’s Final Exercise Date or one year from the date of the your death.

(c) Disability: Except as otherwise set forth in Section 4(b) of the Plan and Section 3 of this Award Agreement, if you cease to be employed by (or cease to be a consultant to) the Company and all Related Corporations by reason of your disability, no further Stock Appreciation Units shall vest, and you shall have the right to exercise any Award on the date of termination of your employment or consulting relationship to the extent of the number of Stock Appreciation Units with respect to which you could have exercised on that date, at any time prior to the earlier of the Award’s Final Exercise Date or one year from the date of the termination of your employment or consulting relationship.

8. Non-Transferability of SAU Award: This SAU Award shall not be assignable or transferable by you except by will or by the laws of descent and distribution, and during your lifetime each Award shall be exercisable only by you.

9. Rights as a Stockholder: An SAU Award provides you with none of the rights or privileges of a stockholder of the Company.

10. No Effect on Employment or Service. You acknowledge and agree that the vesting of the Stock Appreciation Units pursuant to Section 1 hereof is earned only by continuing as a Service Provider of the Company (and not through the act of being hired, being granted an SAU Award or receiving cash in exchange for exercise of such SAU Award). You further acknowledge and agree that nothing in the Plan or this Award Agreement shall be deemed to give you the right to be retained in employment or other service by the Company or any Related Corporation for any period of time.

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11. Administrator Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Stock Appreciation Units have vested or may be exercised). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon you, the Company and all other interested persons. You agree that no member of the Board or its Committee administering the Plan or any officers of the Company or any Related Corporation will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

12. Privacy. By entering into this Award Agreement you agree and acknowledge that, for purposes of (i) granting you the SAU Award and (ii) implementing, managing and administrating the Plan and this SAU Award, it is necessary for the Company to collect and process some of your personal data (electronically or other wise), such as your name, home address, telephone number, date of birth, nationality, and job title, and such personal data may be collected from you directly or from your present employer. During your participation in the Plan and the Award Agreement, the Company will collect and process such additional personal data as is necessary for the Company to continue to manage and administer the Plan and the Award Agreement. To the extent necessary for the management and administration of the Plan and the Award Agreement, you acknowledge that your personal data will be transferred to affiliated parties of the Company and/or to outside service providers such as brokers (“Data Recipients”) that are located in your country and/or abroad, including to the United States. The Company and the Data Recipients will treat your personal data as private and confidential and will not disclose your data for purposes other than the management and administration of the Plan and the Award Agreement, and the Company will take all reasonable measures to keep your personal data private, confidential and accurate. You may object to the processing of portions of your personal data; however, notwithstanding anything in the Plan or Award Agreement to the contrary, such objection may affect your participation in the Plan and the Award Agreement or may result in your exclusion from participation in the Plan and the Award Agreement and termination of this Award Agreement.

13. Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.

14. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Stock Appreciation Units granted under and participation in the Plan or future Stock Appreciation Units that may be granted under the Plan by electronic means or to request that you consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

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15. Effect of Agreement. By signing below, you acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and provisions thereof (and have had an opportunity to consult counsel regarding the Award terms), and hereby accept this SAU Award and agrees to be bound by its contractual terms as set forth herein and in the Plan. You hereby agree to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Award. The Award Agreement, including the Plan, constitutes the entire agreement between you and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter.

16. Governing Laws; Construction. The validity and construction of the Plan and the instruments evidencing Awards, including this Award Agreement, shall be governed by the laws of the State of Delaware, U.S.A. In construing this Award Agreement, the singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires.

[Signature Page Follows]

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This Award Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one document.


«Recipient»						NeoPhotonics Corporation

						By:
						Name :
Date:						Title :

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Exhibit A

NeoPhotonics Corporation

2007 Stock Appreciation Grants Plan

Stock Appreciation Units Exercise Notice

This Stock Appreciation Units Exercise Notice (the “Notice”) is made as of , 200 , by and between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and «Recipient» (“Participant”). To the extent any capitalized terms used in this Notice are not defined, they shall have the meaning ascribed to them in the NeoPhotonics Corporation 2007 Stock Appreciation Grants Plan (the “Plan”).

Subject to the terms and conditions of the Plan, Participant hereby elects to exercise Stock Appreciation Units, all of which are vested as of the date hereof, under and pursuant to the Plan and the Stock Appreciation Grant Agreement dated , 200 .

The parties have executed this Stock Appreciation Unit Exercise Notice as of the date first set forth above.

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EX-10.4 9 dex104.htm 2010 EQUITY INCENTIVE PLAN AND FORMS OF AGREEMENT 2010 Equity Incentive Plan and forms of agreement

Exhibit 10.4

NEOPHOTONICS CORPORATION

2010 EQUITY INCENTIVE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: APRIL 14, 2010

TERMINATION DATE: APRIL 13, 2020

1. GENERAL.

(a) Eligible Award Recipients. The persons eligible to receive Awards are Employees, Directors and Consultants.

(b) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.

(c) Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Awards as set forth in Section 1(a), to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

2. ADMINISTRATION.

(a) Administration by Board. The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c).

(b) Powers of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Award shall be granted; (C) what type or combination of types of Award shall be granted; (D) the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person; and (F) the Fair Market Value applicable to a Stock Award.

(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it shall deem necessary or expedient to make the Plan or Award fully effective.

(iii) To settle all controversies regarding the Plan and Awards granted under it.

(iv) To accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.

(v) To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant.

(vi) To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bring the Plan or Awards granted under the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to Capitalization Adjustments, to the extent required by applicable law or listing requirements, stockholder approval shall be required for any amendment of the Plan that either (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (D) materially extends the term of the Plan, or (E) expands the types of Awards available for issuance under the Plan. Except as provided above, rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.

(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding “incentive stock options” or (C) Rule 16b-3.

(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that except with respect to amendments that disqualify or impair the status of an Incentive Stock Option, a Participant’s rights under any Award shall not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Awards without the affected Participant’s consent if necessary to maintain the qualified status of the Award as an Incentive Stock Option or to bring the Award into compliance with Section 409A of the Code.

(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.

(x) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States.

(xi) To effect, at any time and from time to time, with the consent of any adversely affected Participant, (A) the reduction of the exercise price (or strike price) of any outstanding Option or SAR under the Plan; (B) the cancellation of any outstanding Option or SAR under the Plan and the grant in substitution therefor of (1) a new Option or SAR under the Plan or another equity plan of the Company covering the same or a different number of shares of Common Stock, (2) a Restricted Stock Award, (3) a Restricted Stock Unit Award, (4) an Other Stock Award, (5) cash and/or (6) other valuable consideration (as determined by the Board, in its sole discretion); or (C) any other action that is treated as a repricing under generally accepted accounting principles.

(c) Delegation to Committee.

(i) General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.

(d) Delegation to an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following (i) designate Employees who are providing Continuous Service to the Company or any of its Subsidiaries who are not Officers to be recipients of Options and Stock Appreciation Rights (and, to the extent permitted by applicable law, other Stock Awards) and the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation shall specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Notwithstanding the foregoing, the Board may not delegate authority to an Officer to determine the Fair Market Value pursuant to Section 13(w)(iii) below.

(e) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

3. SHARES SUBJECT TO THE PLAN.

(a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards from and after the Effective Date shall not exceed 21,635,507 shares (the “Share Reserve”). In addition, the number of shares of Common Stock available for issuance under the Plan shall automatically increase on January 1st of each year for a period of ten (10) years commencing on January 1, 2011 and ending on (and including) January 1, 2020, in an amount equal to three and one-half percent (3.5%) of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year, to provide that there shall be no increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year shall be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For clarity, the limitation in this Section 3(a) is a limitation in the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance shall not reduce the number of shares available for issuance under the Plan. Furthermore, if a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement shall not reduce (or otherwise offset) the number of shares Common Stock that may be available for issuance under the Plan.

(b) Reversion of Shares to the Share Reserve. If any shares of common stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased shall revert to and again become available for issuance under the Plan. Any shares reacquired by the Company pursuant to Section 8(g) or as consideration for the exercise of an Option shall again become available for issuance under the Plan.

(c) Incentive Stock Option Limit. Notwithstanding anything to the contrary in this Section 3 and, subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options shall be 200,000,000 shares of Common Stock.

(d) Section 162(m) Limitation on Annual Grants. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, a maximum of twenty million (20,000,000) shares of Common Stock subject to Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted may be granted to any Participant during any calendar year. Notwithstanding the foregoing, if any additional Options, Stock Appreciation Rights or Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least

one hundred (100% percent) of the Fair Market Value on the date the Stock Award are granted to any Participant during any calendar year, compensation attributable to the exercise of such additional Stock Awards shall not satisfy the requirements to be considered “qualified performance-based compensation” under Section 162(m) of the Code unless such additional Stock Awards are approved by the Company’s stockholders.

(e) Source of Shares. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.

4. ELIGIBILITY.

(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405, unless the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code because the Stock Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Stock Awards comply with the distribution requirements of Section 409A of the Code.

(b) Ten Percent Stockholders. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

5. PROVISIONS RELATING TO OPTIONS AND STOCK APPRECIATION RIGHTS.

Each Option or SAR shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Option Agreement or Stock Appreciation Right Agreement shall conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions:

(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement.

(b) Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise price (or strike price) of each Option or SAR shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option or

SAR on the date the Option or SAR is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise price (or strike price) lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option or SAR if such Option or SAR is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.

(c) Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The permitted methods of payment are as follows:

(i) by cash, check, bank draft or money order payable to the Company;

(ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;

(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;

(iv) if the option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided, further, that shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or

(v) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable award agreement.

(d) Exercise and Payment of a SAR. To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. The appreciation distribution payable on the exercise of a Stock Appreciation Right will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the

Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right on such date, over (B) the strike price that will be determined by the Board at the time of grant of the Stock Appreciation Right. The appreciation distribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right.

(e) Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board shall determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options and SARs shall apply:

(i) Restrictions on Transfer. An Option or SAR shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.

(ii) Domestic Relations Orders. Notwithstanding the foregoing, an Option or SAR may be transferred pursuant to a domestic relations order; provided, however, that if an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

(iii) Beneficiary Designation. Notwithstanding the foregoing, the Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect Option exercises, designate a third party who, in the event of the death of the Participant, shall thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, the executor or administrator of the Participant’s estate shall be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise.

(f) Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.

(g) Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the

Participant was entitled to exercise such Award as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable Award Agreement), or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option or SAR shall terminate.

(h) Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause or upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR shall terminate on the earlier of (i) the expiration of a total period of three (3) months (that need not be consecutive) after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR shall terminate on the earlier of (i) the expiration of a period equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement.

(i) Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option or SAR (as applicable) shall terminate.

(j) Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date eighteen (18)

months following the date of death (or such longer or shorter period specified in the Award Agreement), or (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award Agreement (as applicable), the Option or SAR shall terminate.

(k) Termination for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR shall terminate upon the date on which the event giving rise to the termination occurred, and the Participant shall be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous Service.

(l) Non-Exempt Employees. No Option or SAR granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable for any shares of Common Stock until at least six (6) months following the date of grant of the Option or SAR. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic Opportunity Act, (i) in the event of the Participant’s death or Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Award Agreement or in another applicable agreement or in accordance with the Company’s then current employment policies and guidelines), any such vested Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.

6. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS AND SARS.

(a) Restricted Stock Awards. Each Restricted Stock Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be (x) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical; provided, however, that each Restricted Stock Award Agreement shall conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i) Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii) Vesting. Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.

(iii) Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.

(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement.

(v) Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.

(b) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical; provided, however, that each Restricted Stock Unit Award Agreement shall conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:

(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.

(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.

(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.

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(v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.

(vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.

(c) Performance Awards.

(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that may vest or may be exercised contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee, in its sole discretion. The maximum number of shares covered by an Award that may be granted to any Participant in a calendar year attributable to Stock Awards described in this Section 6(c)(i) (whether the grant, vesting or exercise is contingent upon the attainment during a Performance Period of the Performance Goals) shall not exceed ten million (10,000,000) shares of Common Stock. The Board may provide for or, subject to such terms and conditions as the Board may specify, may permit a Participant to elect for, the payment of any Performance Stock Award to be deferred to a specified date or event. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards.

(ii) Performance Cash Awards. A Performance Cash Award is a cash award that may be paid contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service. At the time of grant of a Performance Cash Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee, in its sole discretion. In any calendar year, the Committee may not grant a Performance Cash Award that has a maximum value that may be paid to any Participant in excess of ten million dollars ($10,000,000). The Board may provide for or, subject to such terms and conditions as the Board may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a specified date or event. The Board may specify the form of payment of Performance Cash Awards, which may be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property.

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(iii) Section 162(m) Compliance. Unless otherwise permitted in compliance with the requirements of Section 162(m) of the Code with respect to an Award intended to qualify as “performance-based compensation” thereunder, the Committee shall establish the Performance Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period, or (b) the date on which twenty-five (25%) of the Performance Period has elapsed, and in any event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall certify the extent to which any Performance Goals and any other material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the Common Stock). Notwithstanding satisfaction of any completion of any Performance Goals, to the extent specified at the time of grant of an Award to “covered employees” within the meaning of Section 162(m) of the Code, the number of Shares, Options, cash or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Performance Goals may be reduced by the Committee on the basis of such further considerations as the Committee, in its sole discretion, shall determine.

(d) Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board shall have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.

7. COVENANTS OF THE COMPANY.

(a) Availability of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common Stock reasonably required to satisfy such Stock Awards.

(b) Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant shall not be eligible for the grant of a Stock Award or the subsequent issuance of Common Stock pursuant to the Stock Award if such grant or issuance would be in violation of any applicable securities law.

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(c) No Obligation to Notify or Minimize Taxes. The Company shall have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock Award.

8. MISCELLANEOUS.

(a) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.

(b) Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the Participant.

(c) Stockholder Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until (i) such Participant has satisfied all requirements for exercise of the Stock Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Stock Award has been entered into the books and records of the Company.

(d) No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

(e) Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).

(f) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and

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business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

(g) Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement.

(h) Electronic Delivery. Any reference herein to a “written” agreement or document shall include any agreement or document delivered electronically, filed publicly with at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.

(i) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.

(j) Compliance with Section 409A. To the extent that the Board determines that any Award granted hereunder is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid the

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consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the Shares are publicly traded and a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount shall be made upon a “separation from service” before a date that is six (6) months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code.

9. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS.

(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), (iii) the class(es) and maximum number of securities that may be awarded to any person pursuant to Sections 3(d) and 6(c)(i), and (iv) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive.

(b) Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) shall terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.

(c) Corporate Transaction. The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the holder of the Stock Award or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board shall take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Corporate Transaction:

(i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);

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(ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);

(iii) accelerate the vesting of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to the effective date of the Corporate Transaction), with such Stock Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction;

(iv) arrange for the lapse of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;

(v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and

(vi) make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant would have received upon the exercise of the Stock Award immediately prior to the effective time of the Corporate Transaction, over (B) any exercise price payable by such holder in connection with such exercise.

The Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants.

(d) Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, the following provisions shall govern:

(i) in the event of a Change in Control in which the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) does not assume or continue the Stock Award or substitute a similar stock award for the Stock Award outstanding under the Plan (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control), then with respect to Stock Awards that have not been assumed, continued or substituted that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Change in Control and who are (A) an Officer, (B) an Employee at the employee-director level (as determined by the Board), or (C) a Non-Employee Director (referred to as the “Current Senior Participants”), the vesting of such Stock Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Stock Awards may be exercised) shall be accelerated as

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to that number of shares that would otherwise have vested under such Award in the ordinary course as of the date that is twelve (12) months after the effective time of the Change in Control, assuming the Current Senior Participant remained in Continuous Service for such twelve (12) month period (with such accelerated vesting contingent upon the effectiveness of the Change in Control and effective as of the date the Board shall determine (or, if the Board shall not determine such a date, the date that is five (5) days prior to the effective time of the Change in Control)), and such Stock Awards shall terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or repurchase rights held by the Company with respect to such Stock Award will lapse as to that number of shares as to which such rights would otherwise have lapsed under such Award in the ordinary course as of the date that is twelve (12) months after the effective time of the Change in Control, assuming the Current Senior Participant remained in Continuous Service for such twelve (12) month period (with such accelerated lapsing contingent upon the effectiveness of the Change in Control and effective as of the date the Board shall determine (or, if the Board shall not determine such a date, the date that is five (5) days prior to the effective time of the Change in Control)).

(ii) in the event of a Change in Control in which the surviving corporation or acquiring corporation (or its parent company) assumes or continues such outstanding Stock Award or substitutes a similar stock award for such outstanding Stock Award, with respect to Stock Awards that have been assumed, continued or substituted that are held by Current Senior Participants, if any Current Senior Participant’s Continuous Service terminates due to an involuntary termination (not including death or Disability) without Cause or due to a voluntary termination that is a Resignation for Good Reason, in either case on or within twelve (12) months after the effective time of the Change in Control, and provided such termination of service is a “separation from service” as defined under Treasury Regulation Section 1.409A-1(h)), then, effective as of the date of the termination of Continuous Service, the vesting of such Stock Award (and, with respect to Options and Stock Appreciation Rights, the time when such Stock Awards may be exercised) shall be accelerated as to that number of shares that would otherwise have vested in the ordinary course under such Stock Award as of the date that is twelve (12) months after the termination of Continuous Service, assuming the Current Senior Participant remained in Continuous Service for such twelve (12) month period, and any reacquisition or repurchase rights held by the Company with respect to such Stock Award held by such individual will lapse as to that number of shares as to which such rights would otherwise have lapsed under each such Stock Award in the ordinary course as of the date that is twelve (12) months after the termination of Continuous Service, assuming the Current Senior Participant remained in Continuous Service for such twelve (12) month period.

(e) Parachute Payments. If any payment or benefit the Participant would receive pursuant to a Change in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Participant’s receipt, on an after-tax basis, of the greater amount of

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the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of Stock Awards other than Options; cancellation of accelerated vesting of Options; and reduction of employee benefits. In the event that acceleration of vesting of Stock Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Participant’s applicable type of Stock Awards (i.e., earliest granted Stock Award cancelled last).

The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Participant and the Company within fifteen (15) calendar days after the date on which the Participant’s right to a Payment is triggered (if requested at that time by the Participant or the Company) or such other time as requested by the Participant or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Participant and the Company with an opinion that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Participant and the Company.

10. TERMINATION OR SUSPENSION OF THE PLAN.

(a) Plan Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Plan shall automatically terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the stockholders of the Company. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

(b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant.

11. EFFECTIVE DATE OF PLAN.

The Plan shall become effective on the IPO Date, but no Stock Award shall be exercised (or, in the case of a Restricted Stock Award, Restricted Stock Unit Award, Performance Stock Award, or Other Stock Award, shall be granted and no Performance Cash Award shall be settled) unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months after the date the Plan is adopted by the Board.

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12. CHOICE OF LAW.

The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.

13. DEFINITIONS. As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:

(a) “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act. The Board shall have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

(b) “Award” means a Stock Award or a Performance Cash Award.

(c) “Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award.

(d) “Board” means the Board of Directors of the Company.

(e) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards No. 123 (revised). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a Capitalization Adjustment.

(f) “Cause” shall have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term shall mean, with respect to a Participant, the occurrence of any of the following events that has a material negative impact on the business or reputation of the Company: (i) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (ii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iii) such Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (iv) such Participant’s gross misconduct. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause shall be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

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(g) “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;

(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or

(iv) individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the

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purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply.

(h) “Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(i) “Committee” means a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).

(j) “Common Stock” means the common stock of the Company.

(k) “Company” means NeoPhotonics Corporation, a Delaware corporation.

(l) “Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.

(m) “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service; provided, however, if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service shall be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.

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(n) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) the consummation of a sale or other disposition of all or substantially all, as determined by the Board, in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

(ii) the consummation of a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;

(iii) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(o) “Covered Employee” shall have the meaning provided in Section 162(m)(3) of the Code.

(p) “Director” means a member of the Board.

(q) “Disability” means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and shall be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(r) “Effective Date” means the effective date of the Plan as set forth in Section 11.

(s) “Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan.

(t) “Entity” means a corporation, partnership, limited liability company or other entity.

(u) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(v) “Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any

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natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.

(w) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock shall be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii) Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

(iii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.

(x) “Incentive Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

(y) “IPO Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.

(z) “Non-Employee Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

(aa) “Nonstatutory Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option.

(bb) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(cc) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.

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(dd) “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

(ee) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(ff) “Other Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(d).

(gg) “Other Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(hh) “Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

(ii) “Own,” “Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(jj) “Participant” means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award.

(kk) “Performance Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).

(ll) “Performance Criteria” means the one or more criteria that the Board shall select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that shall be used to establish such Performance Goals may be based on any one of, or combination of, the following as determined by the Board: (i) earnings (including earnings per share and net earnings); (ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization; (iv) total stockholder return; (v) return on equity or average stockholder’s equity; (vi) return on assets, investment, or capital employed; (vii) stock price; (viii) margin (including gross margin); (ix) income (before or after taxes); (x) operating income; (xi) operating income after taxes; (xii) pre-tax profit; (xiii) operating cash flow; (xiv) sales or revenue targets; (xv) increases in revenue or product revenue; (xvi) expenses and cost reduction goals; (xvii) improvement in or attainment of working capital levels; (xiii) economic value added (or an equivalent metric); (xix) market share; (xx) cash flow; (xxi) cash flow per

24.

share; (xxii) share price performance; (xxiii) debt reduction; (xxiv) implementation or completion of projects or processes; (xxv) customer satisfaction; (xxvi) stockholders’ equity; (xxvii) capital expenditures; (xxiii) debt levels; (xxix) operating profit or net operating profit; (xxx) workforce diversity; (xxxi) growth of net income or operating income; (xxxii) billings; and (xxxiii) to the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Board.

(mm) “Performance Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the Board shall appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated Performance Goals; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of any “extraordinary items” as determined under generally accepted accounting principles, (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and/or the award of bonuses under the Company’s bonus plans and (10) to exclude the effect of any other unusual, non-recurring gain or loss or other extraordinary item. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award.

(nn) “Performance Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award or a Performance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.

(oo) “Performance Stock Award” means a Stock Award granted under the terms and conditions of Section 6(c)(i).

(pp) “Plan” means this NeoPhotonics Corporation 2010 Equity Incentive Plan.

25.

(qq) “Resignation for Good Reason” means voluntary termination by a Participant from all positions he or she then holds with the Company, which resignation results in a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h), effective within a period of ninety (90) days after the Participant provides written notice to the Company after the initial occurrence of one of the following actions taken without his or her written consent, which written notice must be provided within thirty (30) days after the initial occurrence of one of the following actions, and must reasonably specify the particulars of the action; provided, however, that following the receipt of notice by the Company, the Company shall have a period of thirty (30) days during which to remedy the action giving rise to a Resignation for Good Reason and if such action is materially remedied by the Company during such period, no event giving rise to a right for a Resignation for Good Reason shall be deemed to have occurred:

(i) the assignment to the Participant of any duties or responsibilities that results in a material diminution in the Participant’s employment role in the Company as in effect immediately prior to the date of such actions; provided, however, that mere changes in the Participant’s title or reporting relationships alone shall not constitute a basis for Resignation for Good Reason;

(ii) a greater than twenty percent (20%) aggregate reduction by the Company in the Participant’s annual base salary (that is, a material reduction in base compensation), as in effect immediately prior to the date of such actions; provided, however, that if there are across-the-board proportionate salary reductions for all other similarly situated Employees or Consultants, as determined by the Board, by the same percentage amount as part of a general salary reduction, the reduction as to that Participant shall not constitute a basis for Resignation for Good Reason; or

(iii) a non-temporary relocation of the Participant’s business office to a location that increases Participant’s one way commute by more than thirty-five (35) miles from the location at which the Participant performs duties as of immediately prior to the date of such action.

(rr) “Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).

(ss) “Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(tt) “Restricted Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(b).

(uu) “Restricted Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement shall be subject to the terms and conditions of the Plan.

26.

(vv) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

(ww) “Securities Act” means the Securities Act of 1933, as amended.

(xx) “Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5.

(yy) “Stock Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be subject to the terms and conditions of the Plan.

(zz) “Stock Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or any Other Stock Award.

(aaa) “Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(bbb) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

(ccc) “Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.

27.

NEOPHOTONICS CORPORATION

STOCK OPTION GRANT NOTICE

(2010 EQUITY INCENTIVE PLAN)

NeoPhotonics Corporation (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.


Optionholder:
Date of Grant:
Vesting Commencement Date:
Number of Shares Subject to Option:
Exercise Price (Per Share):
Total Exercise Price:
Expiration Date:


Type of Grant:		¨ Incentive Stock Option¹ ¨ Nonstatutory Stock Option

Exercise Schedule:		¨ Same as Vesting Schedule

Vesting Schedule:		[1/4^thof the shares vest one year after the Vesting Commencement Date; the balance of the shares vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date.]

Payment:		By one or a combination of the following items (described in the Option Agreement): x By cash or check x By bank draft or money order payable to the Company x Pursuant to a Regulation T Program if the Shares are publicly traded x By delivery of already-owned shares if the Shares are publicly traded x If and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement ²

Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder by the Company, and (ii) the following agreements only:


OTHER AGREEMENTS:

¹	If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.

²	An Incentive Stock Option may not be exercised by a net exercise arrangement.


NEOPHOTONICS CORPORATION		OPTIONHOLDER:

By:
	Signature	Signature
Title:		Date:
Date:

ATTACHMENTS: Option Agreement, 2010 Equity Incentive Plan and Notice of Exercise

ATTACHMENT I

OPTION AGREEMENT

ATTACHMENT II

2010 EQUITY INCENTIVE PLAN

ATTACHMENT III

NOTICE OF EXERCISE

2010 EQUITY INCENTIVE PLAN

NeoPhotonics Corporation

2911 Zanker Road

San Jose, California 95134

Date of Exercise: _______________

Ladies and Gentlemen:

This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.


Type of option (check one):	Incentive ¨	Nonstatutory ¨

Stock option dated:

Number of shares as to which option is exercised:

Shares to be issued in name of:

Total exercise price:	$______________

Cash payment delivered herewith:	$______________

Regulation T Program (cashless exercise)	$______________

Value of __________ shares of NeoPhotonics Corporation common stock pursuant to net exercise¹:	$______________

By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the 2010 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you

¹	NeoPhotonics Corporation must have established net exercise procedures at the time of exercise in order to utilize this payment method and must expressly consent to your use of net exercise at the time of exercise. An Incentive Stock Option may not be exercised by a net exercise arrangement.

in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option.

Very truly yours,

NEOPHOTONICS CORPORATION

2010 EQUITY INCENTIVE PLAN

OPTION AGREEMENT

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, NeoPhotonics Corporation (the “Company”) has granted you an option under its 2010 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of your option are as follows:

1. VESTING. Subject to the limitations contained herein and the potential vesting acceleration provisions set forth in Section 9 of the Plan, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.

2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

3. EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES. In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), and except as otherwise provided in the Plan, you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option.

4. EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”). If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided, however, that:

(a) a partial exercise of your option shall be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;

(b) any shares of Common Stock so purchased from installments that have not vested as of the date of exercise shall be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;

(c) you shall enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and

(d) if your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the time of grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

5. METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following:

(a) Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

(b) Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

(c) If the Option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from you to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided further, however, that shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter to the extent that (1) shares are used to pay the exercise price pursuant to the “net exercise,” (2) shares are delivered to you as a result of such exercise, and (3) shares are withheld to satisfy tax withholding obligations.

6. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock.

7. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

8. TERM. You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:

(a) immediately upon the termination of your Continuous Service for Cause;

(b) three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability or death, provided that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law Compliance,” your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; and if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date of Grant specified in your Grant Notice, and (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option shall not expire until the earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant specified in your Grant Notice or (B) the date that is three (3) months after the termination of your Continuous Service, or (y) the Expiration Date;

(c) twelve (12) months after the termination of your Continuous Service due to your Disability;

(d) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause;

(e) the Expiration Date indicated in your Grant Notice; or

(f) the day before the tenth (10th) anniversary of the Date of Grant.

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option

will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates.

9. EXERCISE.

(a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

(b) By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise.

(c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option.

10. TRANSFERABILITY. Except as otherwise provided in this Section 10, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.

(a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust, provided that you and the trustee enter into transfer and other agreements required by the Company.

(b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to a domestic relations order that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order to help ensure the required information is contained within the domestic relations order. If this option is an Incentive Stock Option, this option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

(c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in

a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect option exercises, designate a third party who, in the event of your death, shall thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate shall be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.

11. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

12. WITHHOLDING OBLIGATIONS.

(a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

(b) Upon your request and subject to approval by the Company, in its sole discretion, and in compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.

(c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock unless such obligations are satisfied.

13. TAX CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option.

14. NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

15. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control.

NEOPHOTONICS CORPORATION

RESTRICTED STOCK UNIT GRANT NOTICE

2010 EQUITY INCENTIVE PLAN

NeoPhotonics Corporation (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit award for the number of shares of the Company’s Common Stock set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth herein and in the Plan and the Restricted Stock Unit Agreement, both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Restricted Stock Unit Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control.


Participant:
Date of Grant:
Vesting Commencement Date:
Number of Units/Shares Subject to Award:
Consideration:		Participant’s past services


Vesting Schedule:		[ ]. Notwithstanding the foregoing, vesting shall terminate upon the Participant’s termination of Continuous Service (as defined in the Restricted Stock Unit Agreement).

Issuance Schedule:		The shares will be issued in accordance with the issuance schedule set forth in Section 6 of the Restricted Stock Unit Agreement.

Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the award of the Restricted Stock Units and the underlying Common Stock of the Company and supersede all prior oral and written agreements on that subject with the exception of (i) awards previously granted and delivered to Participant under the Plan, the Company’s 2004 Stock Option Plan, and (ii) the following agreements only:


OTHER AGREEMENTS:


NEOPHOTONICS CORPORATION		PARTICIPANT:

By:
	Signature		Signature

Title:		Date:

Date:

ATTACHMENTS: Restricted Stock Unit Agreement, 2010 Equity Incentive Plan

ATTACHMENT I

NEOPHOTONICS CORPORATION

2010 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Agreement (the “Agreement”) and in consideration of your services, NeoPhotonics Corporation (the “Company”) has awarded you a Restricted Stock Unit award (the “Award”) under its 2010 Equity Incentive Plan (the “Plan”). Your Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this Award and is subject to the terms set forth herein. Defined terms not explicitly defined in this Agreement shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan shall control. The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

1. GRANT OF THE AWARD. This Award represents the right to be issued on a future date the number of shares of the Company’s Common Stock as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the “Account”) the number of shares of Common Stock subject to the Award. This Award was granted in consideration of your services to the Company. Except as otherwise provided herein, you will not be required to make any payment to the Company (other than past and future services to the Company) with respect to your receipt of the Award, the vesting of the shares or the delivery of the underlying Common Stock.

2. VESTING. Subject to the limitations contained herein and the potential vesting acceleration provisions set forth in Section 9(d) of the Plan, your Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, the shares credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Common Stock.

3. NUMBER OF SHARES.

(a) The number of units/shares subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan.

(b) Any shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other shares covered by your Award.

(c) Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock shall be created pursuant to this Section 3. The

Board shall, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be created by the adjustments referred to in this Section 3.

4. SECURITIES LAW COMPLIANCE. You may not be issued any shares under your Award unless either (a) the shares are registered under the Securities Act; or (b) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, and you will not receive such shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.

5. TRANSFER RESTRICTIONS. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units.

(a) Death. Your Award is transferable by will and by the laws of descent and distribution. In addition, upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect transactions under the Plan, designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Common Stock or other consideration to which you were entitled at the time of your death pursuant to this Agreement. In the absence of such a designation, your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, such Common Stock or other consideration.

(b) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your Award to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the Award is held in the trust, provided that you and the trustee enter into transfer and other agreements required by the Company.

(c) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your Award or your right to receive the distribution of Common Stock or other consideration thereunder, pursuant to a domestic relations order that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company prior to finalizing the domestic relations order to help ensure the required information is contained within the domestic relations order.

6. DATE OF ISSUANCE.

(a) The Company will deliver to you a number of shares of the Company’s Common Stock equal to the number of vested shares subject to your Award, including any additional shares received pursuant to Section 3 above that relate to those vested shares on the

applicable vesting date(s). However, if a scheduled delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day.

(b) Notwithstanding the foregoing, in the event that (i) you are subject to the Company’s policy permitting certain individuals to sell shares only during certain “window” periods, in effect from time to time or you are otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by your Award are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to you, as determined by the Company in accordance with such policy, or does not occur on a date when you are otherwise permitted to sell shares of the Company’s common stock on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from your distribution, then such shares shall not be delivered on such Original Distribution Date and shall instead be delivered on the first (1st) business day of the next occurring open “window period” applicable to you pursuant to such policy (regardless of whether you are still providing Continuous Service at such time) or the next business day when you are not prohibited from selling shares of the Company’s Common Stock in the open market, as applicable, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month of the calendar year following the calendar year in which the shares of Common Stock originally became vested. The form of such delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company. In all cases, the delivery of shares under this Award is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and shall be construed and administered in such a manner. If it is determined that the delivery of shares under this Award does not comply with Treasury Regulation Section 1.409A-1(b)(4), shares issued under this Award shall be delivered not later than December 31 of the calendar year in which such shares originally became vested.

7. DIVIDENDS. You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment; provided, however, that this sentence shall not apply with respect to any shares of Common Stock that are delivered to you in connection with your Award after such shares have been delivered to you.

8. RESTRICTIVE LEGENDS. The shares issued under your Award shall be endorsed with appropriate legends as determined by the Company.

9. AWARD NOT A SERVICE CONTRACT.

(a) Your Continuous Service with the Company or an Affiliate is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement (including, but not limited to, the vesting of your Award pursuant to the schedule set forth in Section 2 herein or the issuance of the shares subject to your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan shall: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this

Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have.

(b) The right to continue vesting in the Award pursuant to Section 2 and the schedule set forth in the Grant Notice is earned only by continuing as an employee, director or consultant at the will of the Company (not through the act of being hired, being granted this Award or any other award or benefit) and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems appropriate (a “reorganization”). Such a reorganization could result in the termination of your Continuous Service, or the termination of Affiliate status of your employer and the loss of benefits available to you under this Agreement, including but not limited to, the termination of the right to continue vesting in the Award. This Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your Continuous Service at any time, with or without cause and with or without notice.

10. WITHHOLDING OBLIGATIONS.

(a) On or before the time you receive a distribution of the shares subject to your Award, or at any time thereafter as requested by the Company, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate which arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered under the Award to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income.

(b) Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any Common Stock.

(c) In the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

11. UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

12. OTHER DOCUMENTS. You hereby acknowledge receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.

13. NOTICES. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

14. MISCELLANEOUS.

(a) The rights and obligations of the Company under your Award shall be transferable to any one (1) or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent of the Company.

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award.

(d) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e) All obligations of the Company under the Plan and this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

15. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided herein, in the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control.

16. SEVERABILITY. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

17. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

18. CHOICE OF LAW. The interpretation, performance and enforcement of this Agreement will be governed by the law of the state of Delaware without regard to such state’s conflicts of laws rules.

19. AMENDMENT. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise expressly provided in the Plan, no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or

regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein.

20. COMPLIANCE WITH SECTION 409A OF THE CODE. This Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise deferred compensation subject to Section 409A, and if you are a “Specified Employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

21. NO OBLIGATION TO MINIMIZE TAXES. The Company has no duty or obligation to minimize the tax consequences to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.

7 .

ATTACHMENT II

NEOPHOTONICS CORPORATION

2010 EQUITY INCENTIVE PLAN

EX-10.5 10 dex105.htm 2010 EMPLOYEE STOCK PURCHASE PLAN 2010 Employee Stock Purchase Plan

Exhibit 10.5

NEOPHOTONICS CORPORATION

2010 EMPLOYEE STOCK PURCHASE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: APRIL 14, 2010

1. GENERAL.

(a) The purpose of the Plan is to provide a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan is intended to permit the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan.

(b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.

2. ADMINISTRATION.

(a) The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c).

(b) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine how and when Purchase Rights to purchase shares of Common Stock shall be granted and the provisions of each Offering of such Purchase Rights (which need not be identical).

(ii) To designate from time to time which Related Corporations of the Company shall be eligible to participate in the Plan.

(iii) To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iv) To settle all controversies regarding the Plan and Purchase Rights granted under it.

(v) To suspend or terminate the Plan at any time as provided in Section 12.

(vi) To amend the Plan at any time as provided in Section 12.

(vii) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan.

(viii) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside the United States.

(c) The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board shall have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

(d) All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

(a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the shares of Common Stock that may be sold pursuant to Purchase Rights shall not exceed in the aggregate eight million, five hundred, sixty four thousand two hundred and three (8,564,203) shares of Common Stock. In addition, the number of shares of Common Stock available for issuance under the Plan shall automatically increase on January 1st of each year, commencing on January 1, 2011 and ending on (and including) January 1, 2020, in an amount equal to the lesser of (i) three and one-half percent (3.5%) of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year and (ii) 15,000,000 shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year, to provide that there shall be no increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year shall be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence.

(b) If any Purchase Right granted under the Plan shall for any reason terminate without having been exercised, the shares of Common Stock not purchased under such Purchase Right shall again become available for issuance under the Plan.

(c) The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

4. GRANT OF PURCHASE RIGHTS; OFFERING.

(a) The Board may from time to time grant or provide for the grant of Purchase Rights to purchase shares of Common Stock under the Plan to Eligible Employees in an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate, which shall comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights shall have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering shall include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering shall be effective, which period shall not exceed twenty-seven (27) months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

(b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in agreements or notices delivered hereunder: (i) each agreement or notice delivered by that Participant shall be deemed to apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) shall be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) shall be exercised.

(c) The Board shall have the discretion to structure an Offering so that if the Fair Market Value of the shares of Common Stock on the first day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of the shares of Common Stock on the Offering Date, then (i) that Offering shall terminate immediately, and (ii) the Participants in such terminated Offering shall be automatically enrolled in a new Offering beginning on the first day of such new Purchase Period.

5. ELIGIBILITY.

(a) Purchase Rights may be granted only to Employees of the Company or, as the Board may designate as provided in Section 2(b), to Employees of a Related Corporation. Except as provided in Section 5(b), an Employee shall not be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee has been in the employ of the Company or the Related Corporation, as the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event shall the required period of continuous employment be greater than two (2) years. In addition, the Board may provide that no Employee shall be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee’s customary employment with the Company or the Related Corporation is more than twenty (20) hours per week and more than five (5) months per calendar year or such other criteria as the Board may determine consistent with Section 423 of the Code.

(b) The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee shall, on a date or dates specified in the Offering which

coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive a Purchase Right under that Offering, which Purchase Right shall thereafter be deemed to be a part of that Offering. Such Purchase Right shall have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:

(i) the date on which such Purchase Right is granted shall be the “Offering Date” of such Purchase Right for all purposes, including determination of the exercise price of such Purchase Right;

(ii) the period of the Offering with respect to such Purchase Right shall begin on its Offering Date and end coincident with the end of such Offering; and

(iii) the Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she shall not receive any Purchase Right under that Offering.

(c) No Employee shall be eligible for the grant of any Purchase Rights under the Plan if, immediately after any such Purchase Rights are granted, such Employee owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code shall apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options shall be treated as stock owned by such Employee.

(d) As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights under the Plan only if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate which exceeds twenty five thousand dollars ($25,000) of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, shall be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time.

(e) Officers of the Company and any designated Related Corporation, if they are otherwise Eligible Employees, shall be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to participate.

6. PURCHASE RIGHTS; PURCHASE PRICE.

(a) On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, shall be granted a Purchase Right to purchase up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the Board, but in either case not exceeding fifteen percent (15%) of such Employee’s earnings (as defined by the Board in each Offering) during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date shall be no later than the end of the Offering.

(b) The Board shall establish one (1) or more Purchase Dates during an Offering as of which Purchase Rights granted pursuant to that Offering shall be exercised and purchases of shares of Common Stock shall be carried out in accordance with such Offering.

(c) In connection with each Offering made under the Plan, the Board may specify a maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date during such Offering. In connection with each Offering made under the Plan, the Board may specify a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering. In addition, in connection with each Offering that contains more than one Purchase Date, the Board may specify a maximum aggregate number of shares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated earnings contributions) allocation of the shares of Common Stock available shall be made in as nearly a uniform manner as shall be practicable and equitable.

(d) The purchase price of shares of Common Stock acquired pursuant to Purchase Rights shall be not less than the lesser of:

(i) an amount equal to eighty-five percent (85%) of the Fair Market Value of the shares of Common Stock on the Offering Date; or

(ii) an amount equal to eighty-five percent (85%) of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.

7. PARTICIPATION; WITHDRAWAL; TERMINATION.

(a) An Eligible Employee may elect to authorize payroll deductions pursuant to an Offering under the Plan by completing and delivering to the Company, within the time specified in the Offering, an enrollment form (in such form as the Company may provide). Each such enrollment form shall authorize an amount of Contributions expressed as a percentage of the submitting Participant’s earnings (as defined in each Offering) during the Offering (not to exceed the maximum percentage specified by the Board). Each Participant’s Contributions shall be credited to a bookkeeping account for such Participant under the Plan and shall be deposited with the general funds of the Company except where applicable law requires that Contributions be deposited with a third party. To the extent provided in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the beginning of the Offering. To the extent provided in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. To the extent specifically provided in the Offering, in addition to making Contributions by payroll deductions, a Participant may make Contributions through the payment by cash or check prior to each Purchase Date of the Offering.

(b) During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a notice of withdrawal in such form as the Company may provide. Such withdrawal may be elected at any time prior to the end of the

Offering, except as provided otherwise in the Offering. Upon such withdrawal from the Offering by a Participant, the Company shall distribute to such Participant all of his or her accumulated Contributions (reduced to the extent, if any, such Contributions have been used to acquire shares of Common Stock for the Participant) under the Offering, and such Participant’s Purchase Right in that Offering shall thereupon terminate. A Participant’s withdrawal from an Offering shall have no effect upon such Participant’s eligibility to participate in any other Offerings under the Plan, but such Participant shall be required to deliver a new enrollment form in order to participate in subsequent Offerings.

(c) Purchase Rights granted pursuant to any Offering under the Plan shall terminate immediately upon a Participant ceasing to be an Employee for any reason or for no reason (subject to any post-employment participation period required by law) or other lack of eligibility. The Company shall distribute to such terminated or otherwise ineligible Employee all of his or her accumulated Contributions (reduced to the extent, if any, such Contributions have been used to acquire shares of Common Stock for the terminated or otherwise ineligible Employee) under the Offering.

(d) Purchase Rights shall not be transferable by a Participant except by will, the laws of descent and distribution, or by a beneficiary designation as provided in Section 10. During a Participant’s lifetime, Purchase Rights shall be exercisable only by such Participant.

(e) Unless otherwise specified in an Offering, the Company shall have no obligation to pay interest on Contributions.

8. EXERCISE OF PURCHASE RIGHTS.

(a) On each Purchase Date during an Offering, each Participant’s accumulated Contributions shall be applied to the purchase of shares of Common Stock up to the maximum number of shares of Common Stock permitted pursuant to the terms of the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares shall be issued upon the exercise of Purchase Rights unless specifically provided for in the Offering.

(b) If any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock, then such remaining amount shall be distributed in full to such Participant at the end of the Offering without interest.

(c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable federal, state, foreign and other securities and other laws applicable to the Plan. If on a Purchase Date during any Offering hereunder the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights or any Offering shall be exercised on such Purchase Date, and the Purchase Date shall be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in such compliance, except that the Purchase Date shall not be delayed more than twelve (12) months and the Purchase Date shall in no event be more than twenty-seven (27) months from the Offering Date. If, on the Purchase Date under any Offering hereunder, as delayed to the

maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in such compliance, no Purchase Rights shall be exercised and all Contributions accumulated during the Offering (reduced to the extent, if any, such Contributions have been used to acquire shares of Common Stock) shall be distributed to the Participants without interest.

9. COVENANTS OF THE COMPANY.

The Company shall seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of Common Stock upon exercise of the Purchase Rights. If, after commercially reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Purchase Rights unless and until such authority is obtained.

10. DESIGNATION OF BENEFICIARY.

(a) A Participant may file a written designation of a beneficiary who is to receive any shares of Common Stock and/or cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to the end of an Offering but prior to delivery to the Participant of such shares of Common Stock or cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death during an Offering. Any such designation shall be on a form provided by or otherwise acceptable to the Company.

(b) The Participant may change such designation of beneficiary at any time by written notice to the Company. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such shares of Common Stock and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

11. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS.

(a) In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The Board shall make such adjustments, and its determination shall be final, binding and conclusive.

(b) In the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue Purchase Rights outstanding under the Plan or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for those outstanding under the Plan; or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for Purchase Rights outstanding under the Plan, then the Participants’ accumulated Contributions shall be used to purchase shares of Common Stock within ten (10) business days prior to the Corporate Transaction under any ongoing Offerings, and the Participants’ Purchase Rights under the ongoing Offerings shall terminate immediately after such purchase.

12. AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN.

(i) The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a) relating to Capitalization Adjustments, stockholder approval shall be required for any amendment of the Plan for which stockholder approval is required by applicable law or listing requirements, including any amendment that either (i) materially increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to become Participants and receive Purchase Rights under the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be purchased under the Plan, (iv) materially extends the term of the Plan, or (v) expands the types of awards available for issuance under the Plan, but in each of (i) through (v) above only to the extent stockholder approval is required by applicable law or listing requirements.

(b) The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after it is terminated.

(c) Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan shall not be impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the Effective Date, or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment.

13. EFFECTIVE DATE OF PLAN.

The Plan shall become effective on the IPO Date, but no Purchase Rights shall be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

14. MISCELLANEOUS PROVISIONS.

(a) Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights shall constitute general funds of the Company.

(b) A Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent).

(c) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering shall in any way alter the at will nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation, or on the part of the Company or a Related Corporation to continue the employment of a Participant.

(d) The provisions of the Plan shall be governed by the laws of the State of California without resort to that state’s conflicts of laws rules.

15. DEFINITIONS.

As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:

(a) “Board” means the Board of Directors of the Company.

(b) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the Effective Date without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar transaction). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a Capitalization Adjustment.

(c) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Committee” means a committee of one (1) or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c).

(e) “Common Stock” means the common stock of the Company.

(f) “Company” means NeoPhotonics Corporation, a Delaware corporation.

(g) “Contributions” means the payroll deductions and other additional payments specifically provided for in the Offering, that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account, if

specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions.

(h) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) the consummation of a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

(ii) the consummation of a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;

(iii) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(i) “Director” means a member of the Board.

(j) “Eligible Employee” means an Employee who meets the requirements set forth in the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan.

(k) “Employee” means any person, including Officers and Directors, who is employed for purposes of Section 423(b)(4) of the Code by the Company or a Related Corporation. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan.

(l) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(n) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last trading day prior to the date of determination, as reported in such source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the

last trading day prior to the date of determination, then the Fair Market Value shall be the closing sales price on the last preceding date for which such quotation exists.

(ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith.

(iii) Notwithstanding the foregoing, for any Offering that commences on the IPO Date, the Fair Market Value of the shares of Common Stock at the time when the Offering commences shall be the price per share at which shares are first sold to the public in the Company’s initial public offering as specified in the final prospectus for that initial public offering.

(o) “IPO Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.

(p) “Offering” means the grant of Purchase Rights to purchase shares of Common Stock under the Plan to Eligible Employees.

(q) “Offering Date” means a date selected by the Board for an Offering to commence.

(r) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(s) “Participant” means an Eligible Employee who holds an outstanding Purchase Right granted pursuant to the Plan.

(t) “Plan” means this NeoPhotonics Corporation 2010 Employee Stock Purchase Plan.

(u) “Purchase Date” means one or more dates during an Offering established by the Board on which Purchase Rights shall be exercised and as of which purchases of shares of Common Stock shall be carried out in accordance with such Offering.

(v) “Purchase Period” means a period of time specified within an Offering beginning on the Offering Date or on the next day following a Purchase Date within an Offering and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.

(w) “Purchase Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.

(x) “Related Corporation” means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(y) “Securities Act” means the Securities Act of 1933, as amended.

(z) “Trading Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed, including the NYSE, Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, is open for trading.

EX-10.6 11 dex106.htm LEASE BY AND BETWEEN BRE/PCCP ORCHARD, LLC AND NEOPHOTONICS CORPORATION Lease by and between BRE/PCCP Orchard, LLC and NeoPhotonics Corporation

Exhibit 10.6

LEASE

DATED April 7, 1999

BY AND BETWEEN

SILICON VALLEY PROPERTIES, LLC,

a Delaware limited liability company

as Landlord

and

LIGHTWAVE MICROSYSTEMS CORPORATION,

a California corporation

as Tenant

AFFECTING PREMISES COMMONLY KNOWN AS

2911-2951 Zanker Road, San Jose, CA 95134 (Project 702D)

Approximately 39,314 Square Feet

SUMMARY OF BASIC LEASE TERMS


SECTION	TERMS
(LEASE REFERENCE)

A. (Introduction)	Lease Reference Date: April 7, 1999

B.	Landlord:	SILICON VALLEY PROPERTIES, LLC
(Introduction)		a Delaware limited liability company

C.	Tenant:	LIGHTWAVE MICROSYSTEMS CORPORATION,
(Introduction)		a California corporation

D.	Premises:	That area consisting of 39,314 square feet of
(§1.21)		gross leasable area the address of which is
		2911-2951 Zanker Road, San Jose, California 95134,
		within the Building as shown on Exhibit A.

E.	Project:	The land and improvements shown on Exhibit A
(§1.22)		consisting of six (6) buildings the aggregate gross leasable
		area of which is 248,835 square feet.

F.	Building:	The building in which the Premises are located
(§1.7)		known as 2911-2951 Zanker Road, San Jose, California,
		containing 39,314 square feet of gross leasable area.

G.	Tenant’s Share:	100% of the Building
(§1.29)		15.80% of the Project

H.	Tenant’s Allocated Parking Stalls: 152 stalls.
(§4.5)

I.	Scheduled Commencement Date: July 1, 2002
(§1.26)

J.	Lease Term:	Sixty (60) calendar months (plus the partial month
(§1.18)		following the Commencement Date if such date is not the first
		day of a month).

K.	Base Monthly Rent: The Base Monthly Rental Schedule shall be as follows:
(§3.1)	07/01/02 through 06/30/03 - $1.91 per square foot - $75,089.74 per month
	07/01/03 through 06/30/04 - $1.97 per square foot - $77,448.58 per month
	07/01/04 through 06/30/05 - $2.03 per square foot - $79,807.42 per month
	07/01/05 through 06/30/06 - $2.09 per square foot - $82,166.26 per month
	07/01/06 through 06/30/07 - $2.15 per square foot - $84,525.10 per month

L.	Prepaid Rent: $-0-.
(§3.3)

M.	Security Deposit: See Addendum No. 1 to Lease.
(§3.5)

N.	Permitted Use: The Premises shall be used and occupied for general office,
(§4.1)	R&D, sales, engineering and manufacturing of Planar Lightwave Circuit
	(“PLC”) components and subsystems for optical fiber telecommunications
	systems, and other related products, and subject to the reasonable approval of
	Landlord, manufacturing and warehousing of other non Hazardous Material
	(hereinafter defined) products.

O.	Permitted Tenant’s Alterations limit: $10,000.00
(§5.2)

P.	Tenant’s Liability Insurance Minimum: $3,000,000.00
(§9.1)

Q.	Landlord’s Address:	c/o The Martin Group
(§1.3)		2290 North First Street, Suite 108
		San Jose, CA 95131
		Attn: Property Manager


	With a copy to:	Divco West Group, LLC
		150 Almaden Blvd., Suite 700
		San Jose, CA 95113
		Attn.: Asset Manager

R.	Tenant’s Address:	2911 Zanker Road
(§1.3)		San Jose, CA 95134

S. (§15.13)	Retained Real Estate Brokers: Colliers International, Landlord’s Broker, and Commercial Property Services Company, Tenant’s Broker.



T.	Lease:	This Lease includes the summary of the Basic Lease
(§1.17)		Terms, the Lease, and the following exhibits and addenda:

		Exhibit A - Project Site Plan and Outline of the Premises
		Exhibit B - Work Letter for Tenant Improvements
		Exhibit C - Intentionally Deleted
		Exhibit D - Sign Criteria
		Exhibit E - Hazardous Materials Questionnaire, and:
		Addendum No. 1

The foregoing Summary is hereby incorporated into and made a part of this Lease. Each reference in this Lease to any term of the Summary shall mean the respective information set forth above and shall be construed to incorporate all of the terms provided under the particular paragraph pertaining to such information. In the event of any conflict between the Summary and the Lease, the Summary shall control.


LANDLORD:			TENANT:

SILICON VALLEY PROPERTIES, L.L.C.			LIGHTWAVE MICROSYSTEMS CORPORATION,
a Delaware limited liability company			a California corporation

By:	Divco SVP Group, LLC,		By:	/s/ Martin J. Lundie
	a Delaware limited liability company		Name:	Martin J. Lundie
	Its Manager		Title:	Vice President & C.F.O

	By:	/s/ Scott Smithers	Dated:	April 7, 1999
	Name:	Scott Smithers
	Its:	President

Dated:	4/13, 1999

LEASE

This Lease is dated as of the lease reference date specified in Section A of the Summary and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.

ARTICLE 1

DEFINITIONS

1.1 General: Any initially capitalized term that is given a special meaning by this Article 1, the Summary, or by any other provision of this Lease (including the exhibits attached hereto) shall have such meaning when used in this Lease or any addendum or amendment hereto unless otherwise clearly indicated by the context.

1.2 Additional Rent: The term “Additional Rent” is defined in ¶3.2.

1.3 Address for Notices: The term “Address for Notices” shall mean the addresses set forth in Sections Q and R of the Summary; provided, however, that after the Commencement Date, Tenant’s Address for Notices shall be the address of the Premises.

1.4 Agents: The term “Agents” shall mean the following: (i) with respect to Landlord or Tenant, the agents, employees, contractors, and invitees of such party; and (ii) in addition with respect to Tenant, Tenant’s subtenants and their respective agents, employees, contractors, and invitees.

1.5 Agreed Interest Rate: The term “Agreed Interest Rate” shall mean that interest rate determined as of the time it is to be applied that is equal to the lesser of (i) 5% in excess of the discount rate established by the Federal Reserve Bank of San Francisco as it may be adjusted from time to time, or (ii) the maximum interest rate permitted by Law.

1.6 Base Monthly Rent: The term “Base Monthly Rent” shall mean the fixed monthly rent payable by Tenant pursuant to ¶3.1 which is specified in Section K of the Summary.

1.7 Building: The term “Building” shall mean the building in which the Premises are located which Building is identified in Section F of the Summary, the gross leasable area of which is referred to herein as the “Building Gross Leasable Area.”

1.8 Commencement Date: The term “Commencement Date” is the date set forth in Section I of the Summary of Basic Lease Terms as the Scheduled Commencement Date.

1.9 Common Area: The term “Common Area” shall mean all areas and facilities within the Project that are not designated by Landlord for the exclusive use of Tenant or any other lessee or other occupant of the Project, including the parking areas, access and perimeter roads, pedestrian sidewalks, landscaped areas, trash enclosures, recreation areas and the like.

1.10 Common Operating Expenses: The term “Common Operating Expenses” is defined in ¶8.2.

1.11 Effective Date: The term “Effective Date” shall mean the date the last signatory to this Lease whose execution is required to make it binding on the parties hereto shall have executed this Lease.

1.12 Event of Tenant’s Default: The term “Event of Tenant’s Default” is defined in ¶13.1.

1.13 Hazardous Materials: The terms “Hazardous Materials” and “Hazardous Materials Laws” are defined in ¶7.2E.

1.14 Insured and Uninsured Peril: The terms “Insured Peril” and “Uninsured Peril” are defined in ¶11.2E.

1.15 Law: The term “Law” shall mean any judicial decision, statute, constitution, ordinance, resolution, regulation, rule, administrative order, or other requirement of any municipal, county, state, federal or other government agency or authority having jurisdiction over the parties to this Lease or the Premises, or both, in effect either at the Effective Date or any time during the Lease Term, including, without limitation, any Hazardous Material Law (as defined in ¶7.2E) and the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et. seq. and any rules, regulations, restrictions, guidelines, requirements or publications promulgated or published pursuant thereto.

1.16 Lease: The term “Lease” shall mean the Summary and all elements of this Lease identified in Section T of the Summary, all of which are attached hereto and incorporated herein by this reference.

1.17 Lease Term: The term “Lease Term” shall mean the term of this Lease which shall commence on the Commencement Date and continue for the period specified in Section J of the Summary.

1.18 Lender: The term “Lender” shall mean any beneficiary, mortgagee, secured party, lessor, or other holder of any Security Instrument.

1.19 Permitted Use: The term “Permitted Use” shall mean the use specified in Section N of the Summary.

1.20 Premises: The term “Premises” shall mean that building area described in Section D of the Summary that is within the Building.

1.21 Project: The term “Project” shall mean that real property and the improvements thereon which are specified in Section E of the Summary, the aggregate gross leasable area of which is referred to herein as the “Project Gross Leasable Area.”

1.22 Private Restrictions: The term “Private Restrictions” shall mean all recorded covenants, conditions and restrictions, private agreements, reciprocal easement agreements, and any other recorded instruments affecting the use of the Premises which (i) exist as of the Effective Date, or (ii) are recorded after the Effective Date and are approved by Tenant.

1.23 Real Property Taxes: The term “Real Property Taxes” is defined in ¶8.3.

1.24 Scheduled Commencement Date: The term “Scheduled Commencement Date” shall mean the date specified in Section I of the Summary.

1.25 Security Instrument: The term “Security Instrument” shall mean any underlying lease, mortgage or deed of trust which now or hereafter affects the Project, and any renewal, modification, consolidation, replacement or extension thereof.

1.26 Summary: The term “Summary” shall mean the Summary of Basic Lease Terms executed by Landlord and Tenant that is part of this Lease.

1.27 Tenant’s Alterations: The term “Tenant’s Alterations” shall mean all improvements, additions, alterations, and fixtures installed in the Premises by Tenant at its expense which are not Trade Fixtures.

1.28 Tenant’s Share: The term “Tenant’s Share” shall mean the percentage obtained by dividing Tenant’s Gross Leasable Area by the Building Gross Leasable Area for Tenant’s Share of the Building and by the Project Gross Leasable Area for Tenant’s Share of the Project, which as of the Effective Date is the percentage identified in Section G of the Summary.

1.29 Trade Fixtures: The term “Trade Fixtures” shall mean (i) Tenant’s inventory, furniture, signs, and business equipment, and (ii) anything affixed to the Premises by Tenant at its expense for purposes of trade, manufacture, ornament or domestic use (except replacement of similar work or material originally installed by Landlord) which can be removed without damage to the structural part of the Premises or material damage to the remaining portion of the Premises.

ARTICLE 2

DEMISE, CONSTRUCTION, AND ACCEPTANCE

2.1 Demise of Premises: Landlord hereby leases to Tenant, and Tenant leases from Landlord, for the Lease Term upon the terms and conditions of this Lease, the Premises for Tenant’s own use in the conduct of Tenant’s business together with (i) the non-exclusive right to use the number of Tenant’s Allocated Parking Stalls within the Common Area (subject to the limitations set forth in ¶4.5), and (ii) the non-exclusive right to use the Common Area for ingress to and egress from the Premises. Landlord reserves the use of the exterior walls, the roof and the area beneath and above the Premises, together with the right to install, maintain, use, and replace ducts, wires, conduits and pipes leading through the Premises in locations which will not materially interfere with Tenant’s use of the Premises.

2.2 INTENTIONALLY DELETED.

2.3 INTENTIONALLY DELETED.

2.4 Delivery and Acceptance of Possession: Prior to the Commencement Date, Tenant has been leasing and occupying the Premises for an extended period of time pursuant to a Sublease (as defined in Addendum No. 1) and as is thoroughly familiar with the condition of the Premises. Tenant agrees to continue in possession of the Premises in its then existing condition, “as-is”, including all defects, without the construction of any improvements or the grant of any allowances or concessions, subject to Landlord’s repair and maintenance obligations under this Lease.

2.5 INTENTIONALLY DELETED.

ARTICLE 3

RENT

3.1 Base Monthly Rent: Commencing on the Commencement Date and continuing throughout the Lease Term, Tenant shall pay to Landlord the Base Monthly Rent set forth in Section K of the Summary.

3.2 Additional Rent: Commencing on the Commencement Date and continuing throughout the Lease Term, Tenant shall pay the following as additional rent (the “Additional Rent”): (i) any late charges or interest due Landlord pursuant to ¶3.4; (ii) Tenant’s Share of Common Operating Expenses as provided in ¶8.1; (iii) Landlord’s share of any Subrent received by Tenant upon certain assignments and sublettings as required by ¶14.1; (iv) any legal fees and costs due Landlord pursuant to ¶15.9; and (v) any other charges due Landlord pursuant to this Lease.

3.3 Payment of Rent: All rent required to be paid in monthly installments shall be paid in advance on the first day of each calendar month during the Lease Term. If Section K of the Summary provides that the Base Monthly Rent is to be increased during the Lease Term and if the date of such increase does not fall on the first day of a calendar month, such increase shall become effective on the first day of the next calendar month. All rent shall be paid in lawful money of the United States, without any abatement, deduction or offset whatsoever (except as specifically provided in ¶11.4 and ¶12.3), and without any prior demand therefor. Rent shall be paid to Landlord at its address set forth in Section Q of the Summary, or at such other place as Landlord may designate from time to time. Tenant’s obligation to pay Base Monthly Rent and Tenant’s Share of Common Operating Expenses shall be prorated at the commencement and expiration of the Lease Term.

3.4 Late Charge, Interest and Quarterly Payments:

(a) Late Charge. Tenant acknowledges that the late payment by Tenant of any installment of rent, or any other sum of money required to be paid by Tenant under this Lease, will cause Landlord to incur certain costs and expenses not contemplated under this Lease, the exact amount of such costs being extremely difficult and impractical to fix. Such costs and expenses will include, without limitation, attorneys’ fees, administrative and collection costs, and processing and accounting expenses and other costs and expenses necessary and incidental thereto. If any Base Monthly Rent or Additional Rent is not received by Landlord from Tenant within five (5) days after receipt of written notice, then Tenant shall immediately pay to Landlord a late charge equal to 5% of such delinquent rent as liquidated damages for Tenant’s failure to make timely payment; provided, however, that if Landlord has provided two notices of a late payment or default during any calendar year, Landlord shall not be obligated to provide any notice during the remainder of the calendar year in order for Tenant to be obligated to pay such late charge. In no event shall this provision for a late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any rent or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay any rent due under this Lease in a timely fashion, including any right to terminate this Lease pursuant to ¶13.2B.

(b) Interest. If any rent remains delinquent for a period in excess of five (5) days then, in addition to such late charge, Tenant shall pay to Landlord interest on any rent that is not paid when due at the Agreed Interest Rate following the date such amount became due until paid.

(c) Quarterly Payments. If Tenant during any six (6) month period shall be more than five (5) days delinquent in the payment of any rent or other amount payable by Tenant hereunder on three (3) or more occasions, then, notwithstanding anything herein to the contrary, Landlord may, by written notice to Tenant, elect to require Tenant to pay all Base Monthly Rent and Additional Rent quarterly in advance. Such right shall be in addition to and not in lieu of any other right or remedy available to Landlord hereunder or at law on account of Tenant’s default hereunder

3.5 Security Deposit: On the Effective Date, Tenant shall deposit with Landlord the amount set forth in Section M of the Summary as security for the performance by Tenant of its obligations under this Lease, and not as prepayment of rent (the “Security Deposit”). Landlord may from time to time apply such portion of the Security Deposit as is reasonably necessary for the following purposes: (i) to remedy any default by Tenant in the payment of rent; (ii) to repair damage to the Premises caused by Tenant; (iii) to clean the Premises upon termination of the Lease; and (iv) to remedy any other default of Tenant to the extent permitted by Law. In the event the Security Deposit or any portion thereof is so used, Tenant agrees to pay to Landlord promptly upon demand an amount in cash sufficient to restore the Security Deposit to the full original amount. Landlord shall not be deemed a trustee of the Security Deposit, may use the Security Deposit in business, and shall not be required to segregate it from its general accounts. Tenant shall not be entitled to any interest on the Security Deposit. If Landlord transfers the Premises during the Lease Term, Landlord shall pay the Security Deposit to any transferee of Landlord’s interest in conformity with the provisions of California Civil Code Section 1950.7 and/or any successor statute, in which event the transferring Landlord will be released from all liability for the return of the Security Deposit.

ARTICLE 4

USE OF PREMISES

4.1 Limitation on Use: Tenant shall use the Premises solely for the Permitted Use specified in Section N of the Summary, without the prior written consent of Landlord which will not be unreasonably withheld. Tenant shall not do anything in or about the Premises which will (i) cause structural injury to the Building, or (ii) cause damage to any part of the Building except to the extent reasonably necessary for the installation of Tenant’s Trade Fixtures and Tenant’s Alterations, and then only in a manner which has been first reasonably approved by Landlord in writing. Tenant shall not operate any equipment within the Premises which will (i) materially damage the Building or the Common Area, (ii) overload existing electrical systems or other mechanical equipment servicing the Building, (iii) impair the efficient operation of the sprinkler system or the heating, ventilating or air conditioning (“HVAC”) equipment within or servicing the Building, or (iv) damage, overload or corrode the sanitary sewer

system. Tenant shall not attach, hang or suspend anything from the ceiling, roof, walls or columns of the Building or set any load on the floor in excess of the load limits for which such items are designed nor operate hard wheel forklifts within the Premises. Any dust, fumes, or waste products generated by Tenant’s use of the Premises shall be contained and disposed so that they do not (i) create an unreasonable fire or health hazard, (ii) damage the Premises, or (iii) result in the violation of any Law. Except as approved by Landlord, Tenant shall not change the exterior of the Building or install any equipment or antennas on or make any penetrations of the exterior or roof of the Building. Tenant shall not commit any waste in or about the Premises, and Tenant shall keep the Premises in a neat, clean, attractive and orderly condition, free of any nuisances. If Landlord designates a standard window covering for use throughout the Building, Tenant shall use this standard window covering to cover all windows in the Premises. Tenant shall not conduct on any portion of the Premises or the Project any sale of any kind, including any public or private auction, fire sale, going-out-of-business sale, distress sale or other liquidation sale.

4.2 Compliance with Regulations: Tenant shall not use the Premises in any manner which violates any Laws or Private Restrictions which affect the Premises. Tenant shall abide by and promptly observe and comply with all Laws and Private Restrictions. Tenant shall not use the Premises in any manner which will cause a cancellation of any insurance policy covering Tenant’s Alternations or any improvements installed by Landlord at its expense or which poses an unreasonable risk of damage or injury to the Premises. Tenant shall not sell, or permit to be kept, used, or sold in or about the Premises any article which may be prohibited by the standard form of fire insurance policy. Tenant shall comply with all reasonable requirements of any insurance company, insurance underwriter, or Board of Fire Underwriters which are necessary to maintain the insurance coverage carried by either Landlord or Tenant pursuant to this Lease; provided, however, that if any such requirement involves the construction of any capital improvement to the Premises, then Tenant shall not be required to comply with or pay the cost of complying with such requirement, unless such compliance is necessitated by Tenant’s particular use of the Premises or any alteration or improvement made to the Premises made by or on behalf of Tenant

4.3 Outside Areas: No materials, supplies, tanks or containers, equipment, finished products or semi-finished products, raw materials, inoperable vehicles or articles of any nature shall be stored upon or permitted to remain outside of the Premises except in fully fenced and screened areas outside the Building which have been designed for such purpose and have been approved in writing by Landlord for such use by Tenant.

4.4 Signs: Tenant shall not place on any portion of the Premises any sign, placard, lettering in or on windows, banner, displays or other advertising or communicative material which is visible from the exterior of the Building without the prior written approval of Landlord. Tenant may have its name included in the existing monument sign by Zanker Road for the Premises, along with the names of other tenants, subject to the prior approval by Landlord in its sole and absolute discretion concerning the design and quality of the sign. All such approved signs shall strictly conform to all Laws, Private Restrictions, and Landlord’s sign criteria attached as Exhibit D, and shall be installed at the expense of Tenant. Tenant shall maintain such signs in good condition and repair.

4.5 Parking: Tenant is allocated and shall have the non-exclusive right to use not more than the number of Tenant’s Allocated Parking Stalls contained within the Project described in Section H of the Summary for its use and the use of Tenant’s Agents, the location of which may be designated from time to time by Landlord in good faith and in a non-discriminatory manner. Tenant shall not at any time use more parking spaces than the number so allocated to Tenant or park its vehicles or the vehicles of others in any portion of the Project not designated by Landlord as a non-exclusive parking area. Tenant shall not have the exclusive right to use any specific parking space. If Landlord grants to any other tenant the exclusive right to use any particular parking space(s), Tenant shall not use such spaces. Landlord reserves the right, after having given Tenant reasonable notice, to have any vehicles owned by Tenant or Tenant’s Agents utilizing parking spaces in excess of the parking spaces allowed for Tenant’s use to be towed away at Tenant’s cost. All trucks and delivery vehicles shall be (i) parked at the rear of the Building, (ii) loaded and unloaded in a manner which does not interfere with the businesses of other occupants of the Project, and (iii) permitted to remain on the Project only so long as is reasonably necessary to complete loading and unloading. In the event Landlord elects or is required by any Law to limit or control parking in the Project, whether by validation of parking tickets or any other method of assessment, Tenant agrees to participate in such validation or assessment program under such reasonable rules and regulations as are from time to time established by Landlord.

4.6 Rules and Regulations: Landlord may from time to time promulgate reasonable and nondiscriminatory rules and regulations applicable to all occupants of the Project for the care and orderly management of the Project and the safety of its tenants and invitees. Such rules and regulations shall be binding upon Tenant upon delivery of a copy thereof to Tenant, and Tenant agrees to abide by such rules and regulations. If there is a conflict between the rules and regulations and any of the provisions of this Lease, the provisions of this Lease shall prevail. Landlord shall not be responsible for the violation by any other tenant of the Project of any such rules and regulations.

ARTICLE 5

TRADE FIXTURES AND ALTERATIONS

5.1 Trade Fixtures: Throughout the Lease Term, Tenant may provide and install, and shall maintain in good condition, any Trade Fixtures required in the conduct of its business in the Premises. All Trade Fixtures shall remain Tenant’s property.

5.2 Tenant’s Alterations: Construction by Tenant of Tenant’s Alterations shall be governed by the following:

A. Tenant shall not construct any Tenant’s Alterations or otherwise alter the Premises without Landlord’s prior written approval. Tenant shall be entitled, without Landlord’s prior approval, to make Tenant’s Alterations (i) which do not affect the structural or exterior parts or water tight character of the Building, and (ii) the reasonably estimated cost of which, including the cost of demolition of any part of the Premises removed or materially altered in connection with such Tenant’s Alterations, together do not exceed the Permitted Tenant Alterations Limit specified in Section O of the Summary per work of improvement. In the event Landlord’s approval for any Tenant’s Alterations is required, Tenant shall not construct the alteration until Landlord has approved in writing the plans and specifications therefor, and such Tenant’s Alterations shall be constructed substantially in compliance with such approved plans and specifications by a licensed contractor first approved by Landlord. All Tenant’s Alterations constructed by Tenant shall be constructed by a licensed contractor in accordance with all Laws using new materials of good quality.

B. Tenant shall not commence construction of any Tenant’s Alterations until (i) all required governmental approvals and permits have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant has given Landlord at least five days’ prior written notice of its intention to commence such construction, and (iv) if reasonably requested by Landlord, Tenant has obtained contingent liability and broad form builders’ risk insurance in an amount reasonably satisfactory to Landlord if there are any perils relating to the proposed construction not covered by insurance carried pursuant to Article 9.

C. All Tenant’s Alterations shall remain the property of Tenant during the Lease Term; provided, however, that if Landlord requires Tenant to remove any Tenant’s Alterations, Tenant shall so remove such Tenant’s Alterations prior to the expiration or sooner termination of the Lease Term. Notwithstanding the foregoing, Tenant shall not be obligated to remove any Tenant’s Alterations with respect to which the following is true: (i) Tenant was required, or elected, to obtain the approval of Landlord to the installation of Tenant’s Alteration in question; (ii) at the time Tenant requested Landlord’s approval, Tenant requested of Landlord in writing that Landlord inform Tenant of whether or not Landlord would require Tenant to remove such Tenant’s Alteration at the expiration of the Lease Term; and (iii) at the time Landlord granted its approval, it did not inform Tenant that it would require Tenant to remove Tenant’s Alteration at the expiration of the Lease Term.

5.3 Alterations Required by Law: Tenant shall make any alteration, addition or change of any sort to the Premises that is required by any Law because of (i) Tenant’s particular use or change of use of the Premises; (ii) Tenant’s application for any permit or governmental approval; or (iii) Tenant’s construction or installation of any Tenant’s Alterations or Trade Fixtures. Any other alteration, addition, or change required by Law which is not the responsibility of Tenant pursuant to the foregoing shall be made by Landlord (subject to Landlord’s right to reimbursement from Tenant specified in ¶5.4).

5.4 Amortization of Certain Capital Improvements: Tenant shall pay Additional Rent in the event Landlord reasonably elects or is required to make any of the following kinds of capital improvements to the Project and the cost thereof is not reimbursable as a Common Operating Expense: (i) capital improvements required to be constructed in order to comply with any Law (excluding any Hazardous Materials Law) not in effect or applicable to the Project as of the Effective Date; (ii) modification of existing or construction of additional capital improvements or building service equipment for the purpose of reducing the consumption of utility services or Common Operating Expenses of the Project; and (iii) replacement of capital improvements or building service equipment existing as of the Effective Date with substantially comparable equipment when required because of normal wear and tear. The amount of Additional Rent Tenant is to pay with respect to each such capital improvement shall be determined as follows:

A. All costs paid by Landlord to construct such improvements (including financing costs) shall be amortized over the useful life of such improvement (as reasonably determined by Landlord in accordance with generally accepted accounting principles) with interest on the unamortized balance at the then prevailing market rate Landlord would pay if it borrowed funds to construct such improvements from an institutional lender, and Landlord shall inform Tenant of the monthly amortization payment required to so amortize such costs, and shall also provide Tenant with the information upon which such determination is made.

B. As Additional Rent, Tenant shall pay at the same time the Base Monthly Rent is due an amount equal to Tenant’s Share of that portion of such monthly amortization payment fairly allocable to the Building (as reasonably determined by Landlord) for each month after such improvements are completed until the first to occur of (i) the expiration of the Lease Term (as it may be extended), or (ii) the end of the term over which such costs were amortized.

5.5 Mechanic’s Liens: Tenant shall keep the Project free from any liens and shall pay when due all bills arising out of any work performed, materials furnished, or obligations incurred by Tenant or Tenant’s Agents relating to the Project. If any claim of lien is recorded (except those caused by Landlord or Landlord’s Agents), Tenant shall bond against or discharge the same within 10 days after Tenant has received notice that the same has been recorded against the Project. Should any lien be filed against the Project or any action be commenced affecting title to the Project, the party receiving notice of such lien or action shall immediately give the other party written notice thereof.

5.6 Taxes on Tenant’s Property: Tenant shall pay before delinquency any and all taxes, assessments, license fees and public charges levied, assessed or imposed against Tenant or Tenant’s estate in this Lease or the property of Tenant situated within the Premises which become due during the Lease Term. If any tax or other charge is assessed by any governmental agency because of the execution of this Lease, such tax shall be paid by Tenant. On demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these payments.

ARTICLE 6

REPAIR AND MAINTENANCE

6.1 Tenant’s Obligation to Maintain: Except as otherwise provided in ¶6.2, ¶11.1, and ¶12.3, Tenant shall be responsible for the following during the Lease Term:

A. Tenant shall clean and maintain in good order, condition, and repair and replace when necessary the Premises and every part thereof, through regular inspections and servicing, including, but not limited to: (i) all plumbing and sewage facilities (including all sinks, toilets, faucets and drains), and all ducts, pipes, vents or other parts of the HVAC or plumbing system; (ii) all fixtures, interior walls, floors, carpets and ceilings; (iii) all windows, doors, entrances, plate glass, showcases and skylights (including cleaning both interior and exterior surfaces); (iv) all electrical facilities and all equipment (including all lighting fixtures, lamps, bulbs, tubes, fans, vents, exhaust equipment and systems); and (v) any automatic fire extinguisher equipment in the Premises.

B. With respect to utility facilities serving the Premises (including electrical wiring and conduits, gas lines, water pipes, and plumbing and sewage fixtures and pipes), Tenant shall be responsible for the maintenance and repair of any such facilities which serve only the Premises, including all such facilities that are within the walls or floor, or on the roof of the Premises. Tenant shall replace any damaged or broken glass in the Premises (including all interior and exterior doors and windows) with glass of the same kind, size and quality. Tenant shall repair any damage to the Premises (including exterior doors and windows) caused by vandalism or any unauthorized entry.

C. Tenant shall (i) maintain, repair and replace when necessary all HVAC equipment which services only the Premises, and shall keep the same in good condition through regular inspection and servicing, and (ii) maintain continuously throughout the Lease Term a service contract for the maintenance of all such HVAC equipment with a licensed HVAC repair and maintenance contractor approved by Landlord, which contract provides for the periodic inspection and servicing of the HVAC equipment at least once every 60 days during the Lease Term. Notwithstanding the foregoing, Landlord may elect at any time to assume responsibility for the maintenance, repair and replacement of such HVAC equipment which serves only the Premises. Tenant shall maintain continuously throughout the Lease Term a service contract for the washing of all windows (both interior and exterior surfaces) in the Premises with a contractor approved by Landlord, which contract provides for the periodic washing of all such windows at least once every 60 days during the Lease Term. Tenant shall furnish Landlord with copies of all such service contracts, which shall provide that they may not be canceled or changed without at least 30 days’ prior written notice to Landlord.

D. All repairs and replacements required of Tenant shall be promptly made with new materials of like kind and quality. If the work affects the structural parts of the Building or if the estimated cost of any item of repair or replacement is in excess of the Permitted Tenant’s Alterations Limit, then Tenant shall first obtain Landlord’s written approval of the scope of the work, plans therefor, materials to be used, and the contractor.

E. Notwithstanding anything to the contrary in section 6.1C, Landlord agrees to perform any repair or maintenance required of Tenant under sections 6.1C above that constitutes a capital improvement under generally accepted accounting principles as determined by Landlord in its reasonable discretion, if the cost of such work, on an individual job basis, is estimated to be more than $10,000.00 during any Lease Year and such work is not due to any negligence or willful misconduct of Tenant or any of Tenant’s Agents for which the waiver of subrogation provisions of section 9.4 are not applicable or due to any alterations by Tenant; provided, however that Tenant shall pay to Landlord the amortized portion of the cost for any such repair or replacement in accordance with Sections 5.4A and B of this Lease. Tenant shall not be responsible for any repairs or maintenance due to the active negligence or willful misconduct of Landlord or its Agents.

6.2 Landlord’s Obligation to Maintain: Landlord shall repair, maintain and operate the Common Area and repair and maintain the roof structure and membrane, exterior and structural parts of the building(s) located on the Project so that the same are kept in good order and repair. If there is central HVAC or other building service equipment and/or utility facilities serving portions of the Common Area and/or both the Premises and other parts of the Building or located outside of the Building, Landlord shall maintain and operate (and replace when necessary) such equipment. Landlord shall not be responsible for repairs required by an accident, fire or other peril or for damage caused to any part of the Project by any act or omission of Tenant or Tenant’s Agents except as otherwise required by Article 11. Landlord may engage contractors of its choice to perform the obligations required of it by this Article, and the necessity of any expenditure to perform such obligations shall be at the sole discretion of Landlord.

6.3 Control of Common Area: Landlord shall at all times have exclusive control of the Common Area. Landlord shall have the right, without the same constituting an actual or constructive eviction and without entitling Tenant to any abatement of rent, to: (i) close any part of the Common Area to whatever extent required in the opinion of Landlord’s counsel to prevent a dedication thereof or the accrual of any prescriptive rights therein; (ii) temporarily close the Common Area to perform maintenance or for any other reason deemed sufficient by Landlord; (iii) change the shape, size, location and extent of the Common Area; (iv) eliminate from or add to the Project any

land or improvement, including multi-deck parking structures; (v) make changes to the Common Area including, without limitation, changes in the location of driveways, entrances, passageways, doors and doorways, elevators, stairs, restrooms, exits, parking spaces, parking areas, sidewalks or the direction of the flow of traffic and the site of the Common Area; (vi) remove unauthorized persons from the Project; and/or (vii) change the name or address of the Building or Project. Tenant shall keep the Common Area clear of all obstructions created or permitted by Tenant. If in the opinion of Landlord unauthorized persons are using any of the Common Area by reason of the presence of Tenant in the Building, Tenant, upon demand of Landlord, shall restrain such unauthorized use by appropriate proceedings. In exercising any such rights regarding the Common Area, (i) Landlord shall make a reasonable effort to minimize any disruption to Tenant’s business, and (ii) Landlord shall not exercise its rights to control the Common Area in a manner that would materially interfere with Tenant’s use of the Premises without first obtaining Tenant’s consent. Landlord shall have no obligation to provide guard services or other security measures for the benefit of the Project. Tenant assumes all responsibility for the protection of Tenant and Tenant’s Agents from acts of third parties; provided, however, that nothing contained herein shall prevent Landlord, at its sole option, from providing security measures for the Project.

ARTICLE 7

WASTE DISPOSAL AND UTILITIES

7.1 Waste Disposal: Tenant shall store its waste either inside the Premises or within outside trash enclosures that are fully fenced and screened in compliance with all Private Restrictions, and designed for such purpose. All entrances to such outside trash enclosures shall be kept closed, and waste shall be stored in such manner as not to be visible from the exterior of such outside enclosures. Tenant shall cause all of its waste to be regularly removed from the Premises at Tenant’s sole cost. Tenant shall keep all fire corridors and mechanical equipment rooms in the Premises free and clear of all obstructions at all times.

7.2 Hazardous Materials: Landlord and Tenant agree as follows with respect to the existence or use of Hazardous Materials on the Project:

A. Any handling, transportation, storage, treatment, disposal or use of Hazardous Materials by Tenant and Tenant’s Agents after the Effective Date in or about the Project shall strictly comply with all applicable Hazardous Materials Laws. Tenant shall indemnify, defend upon demand with counsel reasonably acceptable to Landlord, and hold harmless Landlord from and against any liabilities, losses, claims, damages, lost profits, consequential damages, interest, penalties, fines, monetary sanctions, attorneys’ fees, experts’ fees, court costs, remediation costs, investigation costs, and other expenses which result from or arise in any manner whatsoever out of the use, storage, treatment, transportation, release, or disposal of Hazardous Materials on or about the Project by Tenant or Tenant’s Agents after the Effective Date.

B. If the use, storage, treatment, transportation, release or disposal of any Hazardous Material by Tenant or any of Tenant’s Agents after the earlier of (i) the commencement of the term of the Sublease (as defined in Addendum No. 1) or (ii) the date Tenant takes occupancy of the Premises under the Sublease results in contamination or deterioration of water or soil resulting in a level of contamination greater than the levels established as acceptable by any governmental agency having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to investigate and remediate such contamination if required by Law or as a condition to the issuance or continuing effectiveness of any governmental approval which relates to the use of the Project or any part thereof. Tenant shall further be solely responsible for, and shall defend, indemnify and hold Landlord and its agents harmless from and against, all claims, costs and liabilities, including attorneys’ fees and costs, arising out of or in connection with any investigation and remediation required hereunder to return the Project to its condition existing prior to the appearance of such Hazardous Materials.

C. Landlord and Tenant shall each give written notice to the other as soon as reasonably practicable of (i) any communication received from any governmental authority concerning Hazardous Materials which relates to the Project, and (ii) any contamination of the Project by Hazardous Materials which constitutes a violation of any Hazardous Materials Law. Tenant may use (a) small quantities of household chemicals such as adhesives, lubricants, and cleaning fluids in order to conduct its business at the Premises and (b) such other Hazardous Materials as are necessary and used in the management and operation of the business of the original party signing this Lease as tenant as of the Commencement Date as disclosed in the Hazardous Material Questionnaire attached hereto as Exhibit E, which materials in either case were or are used in the manner for which they were designed and in such amounts as may be necessary for the operation of such business at the Property. If Tenant assigns this Lease or sublets any space, then any such assignee’s or sublessee’s use of Hazardous Materials in the normal and customary operation of its business shall be subject to the prior written approval of Landlord. At any time during the Lease Term, Tenant shall, within fifteen (15) days after written request therefor received from Landlord, disclose in writing all Hazardous Materials that are being used by Tenant on the Project, the nature of such use, and the manner of storage and disposal.

D. Landlord may cause testing wells to be installed on the Project, and may cause the ground water to be tested to detect the presence of Hazardous Material by the use of such tests as are then customarily used for such purposes. If Tenant so requests, Landlord shall supply Tenant with copies of such test results. The cost of such tests and of the installation, maintenance, repair and replacement of such wells shall be paid by Tenant if such tests disclose the existence of facts which give rise to liability of Tenant pursuant to its indemnity given in ¶7.2A and/or ¶7.2B.

E. As used herein, the term “Hazardous Material,” means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term “Hazardous Material,” includes, without limitation, petroleum products, asbestos, PCB’s, and any material or substance which is (i) listed under Article 9 or defined as hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ii) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. (42 U.S.C. 6903), or (iii) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response; Compensation and Liability Act, 42 U.S.C. 9601 et seq. (42 U.S.C. 9601). As used herein, the term “Hazardous Material Law” shall mean any statute, law, ordinance, or regulation of any governmental body or agency (including the U.S. Environmental Protection Agency, the California Regional Water Quality Control Board, and the California Department of Health Services) which regulates the use, storage, release or disposal of any Hazardous Material.

F. The obligations of Landlord and Tenant under this ¶7.2 shall survive the expiration or earlier termination of the Lease Term. The rights and obligations of Landlord and Tenant with respect to issues relating to Hazardous Materials are exclusively established by this ¶7.2. In the event of any inconsistency between any other part of this Lease and this ¶7.2, the terms of this ¶7.2 shall control.

7.3 Utilities: Tenant shall promptly pay, as the same become due, all charges for water, gas, electricity, telephone, sewer service, waste pick-up and any other utilities, materials or services furnished directly to or used by Tenant on or about the Premises during the Lease Term, including, without limitation, (i) meter, use and/or connection fees, hook-up fees, or standby fee (excluding any connection fees or hook-up fees which relate to making the existing electrical, gas, and water service available to the Premises as of the Commencement Date), and (ii) penalties for discontinued or interrupted service. If any utility service is not separately metered to the Premises, then Tenant shall pay its pro rata share of the cost of such utility service with all others served by the service not separately metered. However, if Landlord determines that Tenant is using a disproportionate amount of any utility service not separately metered, then Landlord at its election may (i) periodically charge Tenant, as Additional Rent, a sum equal to Landlord’s reasonable estimate of the cost of Tenant’s excess use of such utility service, or (ii) install a separate meter (at Tenant’s expense) to measure the utility service supplied to the Premises.

7.4 Compliance with Governmental Regulations: Landlord and Tenant shall comply with all rules, regulations and requirements promulgated by national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance.

ARTICLE 8

COMMON OPERATING EXPENSES

8.1 Tenant’s Obligation to Reimburse: As Additional Rent, Tenant shall pay Tenant’s Share (specified in Section G of the Summary) of all Common Operating Expenses with respect to the maintenance, repair, replacement and use of the Building, Common Areas and Project. Tenant shall pay such share of the actual Common Operating Expenses incurred or paid by Landlord but not theretofore billed to Tenant within 30 days after receipt of a written bill therefor from Landlord, on such periodic basis as Landlord shall designate, but in no event more frequently than once a month. Alternatively, Landlord may from time to time require that Tenant pay Tenant’s Share of Common Operating Expenses in advance in estimated monthly installments, in accordance with the following: (I) Landlord shall deliver to Tenant Landlord’s reasonable estimate of the Common Operating expenses it anticipates will be paid or incurred for the Landlord’s fiscal year in question; (ii) during such Landlord’s fiscal year Tenant shall pay such share of the estimated Common Operating Expenses in advance in monthly installments as required by Landlord due with the installments of Base Monthly Rent; and (iii) within 90 days after the end of each Landlord’s fiscal year, Landlord shall furnish to Tenant a statement in reasonable detail of the actual Common Operating Expenses paid or incurred by Landlord during the just ended Landlord’s fiscal year and thereupon there shall be an adjustment between Landlord and Tenant, with payment to Landlord or credit by Landlord against the next installment of Base Monthly Rent, as the case may require, within 10 days after delivery by Landlord to Tenant of said statement, so that Landlord shall receive the entire amount of Tenant’s Share of all Common Operating Expenses for such Landlord’s fiscal year and no more. Tenant shall have the right at its expense, exercisable upon reasonable prior written notice to Landlord, to inspect at Landlord’s office during normal business hours Landlord’s books and records as they relate to Common Operating Expenses. Such inspection must be within 150 days of Tenant’s receipt of Landlord’s annual statement for the same, and shall be limited to verification of the charges contained in such statement. Tenant may not withhold payment of such bill pending completion of such inspection.

8.2 Common Operating Expenses Defined: The term “Common Operating Expenses” shall mean the following:

A. All costs and expenses paid or incurred by Landlord in doing the following (including payments to independent contractors providing services related to the performance of the following): (i) maintaining, cleaning, repairing and resurfacing the roof (including repair of leaks) and the exterior surfaces (including painting) of all buildings located on the Project; (ii) maintenance of the liability, fire, property damage, earthquake and other insurance covering the Project carried by Landlord pursuant to ¶9.2 (including the prepayment of premiums for coverage of up to one year); (iii) maintaining, repairing, operating and replacing (with substantially comparable equipment) when necessary HVAC equipment, utility facilities and other building service equipment; (iv) providing utilities to the Common Area (including lighting, trash removal and water for landscaping irrigation); (v) complying with all applicable Laws and Private Restrictions; (vi) operating, maintaining, repairing, cleaning, painting, restriping and resurfacing the Common Area; (vii) replacement or installation of lighting fixtures, directional or other signs and signals, irrigation systems, trees, shrubs, ground cover and other plant materials, and all landscaping in the Common Area; and (viii) providing security (provided, however, that Landlord shall not be obligated to provide security and if it does, Landlord may discontinue such service at any time and in any event Landlord shall not be responsible for any act or omission of any security personnel); and (ix) capital improvements as provided in ¶5.4 hereof;

B. The following costs: (i) Real Property Taxes as defined in ¶8.3; (ii) the amount of any “deductible” paid by Landlord with respect to damage caused by any Insured Peril not to exceed $25,000.00; (iii) the cost to repair damage caused by an Uninsured Peril up to a maximum amount in any 12 month period equal to $25,000.00; and (iv) that portion of all compensation (including benefits and premiums for workers’ compensation and other insurance) paid to or on behalf of employees of Landlord but only to the extent they are involved in the performance of the work described by ¶8.2A that is fairly allocable to the Project;

C. Fees for management services rendered by either Landlord or a third party manager engaged by Landlord (which may be a party affiliated with Landlord), except that the total amount charged for management services and included in Tenant’s Share of Common Operating Expenses shall not exceed the monthly rate of 5% of the Base Monthly Rent.

D. All additional costs and expenses incurred by Landlord with respect to the operation, protection, maintenance, repair and replacement of the Project which would be considered a current expense (and not a capital expenditure) pursuant to generally accepted accounting principles; provided, however, that Common Operating Expenses shall not include any of the following: (i) payments on any loans or ground leases affecting the Project; (ii) depreciation of any buildings or any major systems of building service equipment within the Project; (iii) leasing commissions; (iv) the cost of tenant improvements installed for the exclusive use of other tenants of the Project; and (v) any cost incurred in complying with Hazardous Materials Laws, which subject is governed exclusively by ¶7.2.

(E) Building Allocation. Since the Project consists of multiple buildings including the Building, certain Common Operating Expenses may pertain to a particular building(s) and other Common Operating Expenses to the Project as a whole. Common Operating Expenses applicable to any particular building within the Project shall be allocated and charged to the building in question whose tenants shall be responsible for payment of their respective proportionate shares in the pertinent building and other Common Operating Expenses applicable to the Project shall be allocated and charged to each building in the Project based on the ratio that each building’s gross leasable area bears to the total gross leasable area of all buildings in the Project, with the tenants in each building in the Project being responsible for paying their respective proportionate shares of such costs. Landlord shall in good faith attempt to allocate such Common Operating Expenses to the buildings (including the Building) or Project, as the case may be, and such allocation shall be binding on Tenant.

8.3 Real Property Taxes Defined: The term “Real Property Taxes” shall mean all taxes, assessments, levies, and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any existing or future general or special assessments for public improvements, services or benefits, and any increases resulting from reassessments resulting from a change in ownership, new construction, or any other cause), now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of all or any portion of the Project (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein, the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located on the Project, the gross receipts, income, or rentals from the Project, or the use of parking areas, public utilities, or energy within the Project, or Landlord’s business of leasing the Project. If at any time during the Lease Term the method of taxation or assessment of the Project prevailing as of the Effective Date shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Project or Landlord’s interest therein, or (ii) on or measured by the gross receipts, income or rentals from the Project, on Landlord’s business of leasing the Project, or computed in any manner with respect to the operation of the Project, then any such tax or charge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based upon property or rents unrelated to the Project, then only that part of such Real Property Tax that is fairly allocable to the Project shall be included within the meaning of the term “Real Property Taxes”. Notwithstanding the foregoing, the term “Real Property Taxes” shall not include estate, inheritance, transfer, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord’s income from all sources. With respect to any special assessments which may be levied as part of the Real Property Taxes and which may be payable in installments over a period of time, only the amount of the installments due each year shall be included in the Real Property Taxes charged to Tenant, whether or not Landlord elects to pay in installments, provided that Landlord has the option of paying said assessment in installments over a period of time.

ARTICLE 9

INSURANCE

9.1 Tenant’s Insurance: Tenant shall maintain insurance complying with all of the following:

A. Tenant shall procure, pay for and keep in full force and effect the following:

(1) Commercial general liability insurance, including property damage, against liability for personal injury, bodily injury, death and damage to property occurring in or about, or resulting from an occurrence in or about, the Premises with combined single limit coverage of not less than the amount of Tenant’s Liability Insurance Minimum specified in Section P of the Summary, which insurance shall contain a “contractual liability” endorsement insuring Tenant’s performance of Tenant’s obligation to indemnify Landlord contained in ¶10.3;

(2) Fire and property damage insurance in so-called “all risk” form insuring Tenant’s Trade Fixtures and Tenant’s Alterations for the full actual replacement cost thereof;

(3) Business interruption insurance with limits of liability representing at least approximately six months of income, business auto liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident, insurance protecting against liability under workers’ compensation laws with limits at least as required by statute, insurance for all plate glass in the Premises, and such other insurance that is reasonably required by Landlord and customarily carried by tenants of similar property in similar businesses.

B. Where applicable and required by Landlord, each policy of insurance required to be carried by Tenant pursuant to this ¶9.1: (i) shall name Landlord and such other parties in interest as Landlord reasonably designates as additional insured in the case of commercial general liability insurance; (ii) shall be primary insurance which provides that the insurer shall be liable for the full amount of the loss up to and including the total amount of liability set forth in the declarations without the right of contribution from any other insurance coverage of Landlord (it being understood that Landlord’s insurance shall provide excess coverage for Landlord after applying Tenant’s insurance); (iii) shall be in a form satisfactory to Landlord; (iv) shall be carried with companies reasonably acceptable to Landlord; (v) shall provide in the case of commercial general liability insurance that such policy shall not be subject to cancellation in coverage except after at least 30 days prior written notice to Landlord so long as such provision of 30 days notice is reasonably obtainable, but in any event not less than 10 days prior written notice; (vi) shall not have a “deductible” in excess of such amount as is reasonably approved by Landlord and which is then customary in the marketplace; (vii) shall contain a cross liability endorsement in the case of commercial general liability insurance; and (viii) shall contain a “severability” clause in the case of commercial general liability insurance. If Tenant has in full force and effect a blanket policy of liability insurance with the same coverage for the Premises as described above, as well as other coverage of other premises and properties of Tenant, or in which Tenant has some interest, such blanket insurance shall satisfy the requirements of this ¶9.1.

C. A copy of each paid-up policy evidencing the insurance required to be carried by Tenant pursuant to this ¶9.1 (appropriately authenticated by the insurer) or a certificate of the insurer, certifying that such policy has been issued, providing the coverage required by this ¶9.1, and containing the provisions specified herein, shall be delivered to Landlord prior to the time Tenant or any of its Agents enters the Premises and upon renewal of such policies, but not less than 5 days prior to the expiration of the term of such coverage. Landlord may, at any time, and from time to time, inspect and/or copy any and all insurance policies required to be procured by Tenant pursuant to this ¶9.1. if a claim is filed or threatened against Landlord. If any insurance advisor reasonably determines at any time but nor more frequently than once every three years that the amount of coverage required for any policy of insurance Tenant is to obtain pursuant to this ¶9.1 is not adequate, then Tenant shall increase such coverage for such insurance to such amount as such Lender or insurance advisor reasonably deems adequate, not to exceed the level of coverage for such insurance commonly carried by comparable businesses similarly situated.

9.2 Landlord’s Insurance: Landlord shall have the following obligations and options regarding insurance:

A. Landlord shall maintain a policy or policies of fire and property damage insurance in so-called “all risk” form insuring Landlord (and such others as Landlord may designate) against loss of rents for a period of not less than 12 months and from physical damage to the Project with coverage of not less than the full replacement cost thereof. Landlord may so insure the Project separately, or may insure the Project with other property owned by Landlord which Landlord elects to insure together under the same policy or policies. Landlord shall have the right, but not the obligation, in its sole and absolute discretion, to obtain insurance for such additional perils that Landlord deems appropriate, including, without limitation, coverage for damage by earthquake and/or flood. All such coverage shall contain “deductibles” which Landlord deems appropriate, which in the case of earthquake and flood insurance, may be up to 10% of the replacement value of the property insured or such higher amount as is then commercially reasonable. Landlord shall not be required to cause such insurance to cover any Trade Fixtures or Tenant’s Alterations of Tenant.

B. Landlord may maintain a policy or policies of commercial general liability insurance insuring Landlord (and such others as are designated by Landlord) against liability for personal injury, bodily injury, death and damage to property occurring or resulting from an occurrence in, on or about the Project, with combined single limit coverage in such amount as Landlord from time to time determines is reasonably necessary for its protection.

C. Tenant’s Obligation to Reimburse: If Landlord’s insurance rates for the Building are increased at any time during the Lease Term as a result of the nature of Tenant’s use of the Premises, Tenant shall reimburse Landlord for the full amount of such increase immediately upon receipt of a bill from Landlord therefor.

9.4 Release and Waiver of Subrogation: Notwithstanding anything to the contrary in this Lease, the parties hereto release each other, and their respective agents and employees, successors, assigns and subtenants, from any liability for injury to any person or damage to property that is caused by or results from any risk insured against under any valid and collectible insurance policy carried by either of the parties which contains a waiver of subrogation by the insurer and is in force at the time of such injury or damage or any insurance policy which is required to be maintained by the parties under this Lease without regard to the negligence or willful misconduct of the party or entity so released, subject to the following limitations: (i) the foregoing provision shall not apply to the

commercial general liability insurance described by subparagraphs ¶9.1A and ¶9.2B; (ii) such release shall apply to liability resulting from any risk insured against or covered by self-insurance maintained or provided by Tenant to satisfy the requirements of ¶9.1A.2 to the extent permitted by this Lease; and (iii) Landlord or Tenant, as the case may be, shall not be released from any such liability to the extent any damages resulting from such injury or damage are not covered by the recovery obtained by Landlord or Tenant for such insurance, as applicable (or for such insurance required to be carried by each party under this Lease), but only to the extent of the applicable deductible and to the extent such damage or claim is caused by Landlord or Landlord’s Agents or Tenant or any of Tenant’s Agents, respectively.

ARTICLE 10

LIMITATION ON LANDLORD’S LIABILITY AND INDEMNITY

10.1 Limitation on Landlord’s Liability: Landlord shall not be liable to Tenant, nor shall Tenant be entitled to terminate this Lease or to any abatement of rent (except as expressly provided otherwise herein), for any injury to Tenant or Tenant’s Agents, damage to the property of Tenant or Tenant’s Agents, or loss to Tenant’s business resulting from any cause, including without limitation any: (i) failure, interruption or installation of any HVAC or other utility system or service; (ii) failure to furnish or delay in furnishing any utilities or services when such failure or delay is caused by fire or other peril, the elements, labor disturbances of any character, or any other accidents or other conditions beyond the reasonable control of Landlord; (iii) limitation, curtailment, rationing or restriction on the use of water or electricity, gas or any other form of energy or any services or utility serving the Project; (iv) vandalism or forcible entry by unauthorized persons or the criminal act of any person; or (v) penetration of water into or onto any portion of the Premises or the Building through roof leaks or otherwise. Notwithstanding the foregoing but subject to ¶9.4, Landlord shall be liable for any such injury, damage or loss which is proximately caused by Landlord’s willful misconduct or active negligence, but such limitation of liability shall not relieve Landlord from its obligations under this Lease.

10.2 Limitation on Tenant’s Recourse: If Landlord is a corporation, limited liability company, trust, partnership, joint venture, unincorporated association or other form of business entity: (i) the obligations of Landlord shall not constitute personal obligations of the officers, directors, trustees, partners, members, managers, joint venturers, members, owners, stockholders, or other principals or representatives of such business entity; and (ii) Tenant shall not have recourse to the assets of such officers, directors, trustees, partners, members, managers, joint venturers, members, owners, stockholders, principals or representatives except to the extent of their interest in the Project (including any net sale proceeds from the sale of the Project or Building). Tenant shall have recourse only to the interest of Landlord in the Project and shall not have recourse to any other assets of Landlord.

10.3 Indemnification of Landlord: Tenant shall hold harmless, indemnify and defend Landlord, and its employees, agents and contractors, with competent counsel reasonably satisfactory to Landlord (and Landlord agrees to accept counsel that any insurer requires be used), from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from (i) any cause or causes whatsoever (other than to the extent caused by the willful misconduct or negligence of Landlord or its employees, agents or contractors, or breach of Landlord’s obligations under this Lease) occurring in or about or resulting from an occurrence in or about the Premises during the Lease Term, (ii) the negligence or willful misconduct of Tenant or its agents, employees and contractors, wherever the same may occur, or (iii) an Event of Tenant’s Default. The provisions of this ¶10.3 shall survive the expiration or sooner termination of this Lease.

ARTICLE 11

DAMAGE TO PREMISES

11.1 Landlord’s Duty to Restore: If the Premises are damaged by any peril after the Effective Date, Landlord shall restore the Premises unless the Lease is terminated by Landlord pursuant to ¶11.2 or by Tenant pursuant to ¶11.3. All insurance proceeds available from the fire and property damage insurance carried by Landlord pursuant to ¶9.2 shall be paid to and become the property of Landlord. If this Lease is terminated pursuant to either ¶11.2 or ¶11.3, then all insurance proceeds available from insurance carried by Tenant shall be paid to and become the property of Tenant. If this Lease is not so terminated, then upon receipt of the insurance proceeds (if the loss is covered by insurance) and the issuance of all necessary governmental permits, Landlord shall commence and diligently prosecute to completion the restoration of the Premises, to the extent then allowed by Law, to substantially the same condition in which the Premises were immediately prior to such damage. Landlord’s obligation to restore shall be limited to the Premises and interior improvements constructed by Landlord as they existed as of the Commencement Date, excluding any Tenant’s Alterations, Trade Fixtures and/or personal property constructed or installed by Tenant in the Premises. Tenant shall forthwith replace or fully repair all Tenant’s Alterations and Trade Fixtures installed by Tenant and existing at the time of such damage or destruction, and all insurance proceeds received by Tenant from the insurance carried by it pursuant to ¶9.1A(2) shall be used for such purpose.

Tenant shall forthwith replace or fully repair all Tenant’s Alterations and Trade Fixtures installed by Tenant and existing at the time of such damage or destruction, and all insurance proceeds received by Tenant from the insurance carried by it pursuant to ¶9.1A(2) shall be used for such purpose. Tenant’s obligations to repair or replace Tenant’s Alterations and Tenant’s Trade Fixtures pursuant to this Section shall be limited to the extent of the insurance proceeds actually received by Tenant and subject to Tenant’s right to terminate the Lease as set forth in Section 11.3 below. Tenant shall be entitled to retain all insurance proceeds and settlements it receives in connection with the damage or destruction of Tenant’s Trade Fixtures and any other property insurance maintained by Tenant.

11.2 Landlord’s Right to Terminate: Landlord shall have the right to terminate this Lease in the event any of the following occurs, which right may be exercised only by delivery to Tenant of a written notice of election to terminate within 30 days after the date of such damage:

A. The Building is damaged by an Insured Peril to such an extent that the estimated cost to restore the Building exceeds 50% of the actual replacement cost thereof;

B. The Building is damaged by an Uninsured Peril to such an extent that the estimated cost to restore exceeds 2% of the then actual replacement cost thereof; provided, however, that Landlord may not terminate this Lease pursuant to this ¶11.2B if Tenant agrees in writing to pay the amount by which the cost to restore the damage exceeds such amount and subsequently deposit such amount with Landlord within 30 days after Landlord has notified Tenant of its election to terminate this Lease;

C. The Premises are damaged by any peril within 12 months of the last day of the Lease Term to such an extent that the estimated cost to restore equals or exceeds an amount equal to six times the Base Monthly Rent then due; provided, however, that Landlord may not terminate this Lease pursuant to this ¶11.2C if Tenant, at the time of such damage, has a then valid express written option to extend the Lease Term and Tenant exercises such option to extend the Lease Term within 15 days following the date of such damage; or

D. Either the Project or the Building is damaged by any peril and, because of the Laws then in force, (i) cannot be restored at reasonable cost to substantially the same condition in which it was prior to such damage, or (ii) cannot be used for the same use being made thereof before such damage if restored as required by this Article.

E. As used herein, the following terms shall have the following meanings: (i) the term “Insured Peril” shall mean a peril actually insured against for which the insurance proceeds actually received by Landlord are sufficient (except for any “deductible” amount specified by such insurance) to restore the Project under then existing building codes to the condition existing immediately prior to the damage; and (ii) the term “Uninsured Peril” shall mean any peril which is not an Insured Peril. Notwithstanding the foregoing, if the “deductible” for earthquake or flood insurance exceeds 5% of the replacement cost of the improvements insured, such peril shall be deemed an “Uninsured Peril”.

11.3 Tenant’s Right to Terminate: If the Premises are damaged by any peril and Landlord does not elect to terminate this Lease or is not entitled to terminate this Lease pursuant to ¶11.2, then as soon as reasonably practicable, Landlord shall furnish Tenant with the written opinion of Landlord’s architect or construction consultant as to when the restoration work required of Landlord may be completed. Tenant shall have the right to terminate this Lease in the event any of the following occurs, which right may be exercised only by delivery to Landlord of a written notice of election to terminate within 10 days after Tenant receives notice from Landlord that the estimated time needed to complete such restoration is more than the applicable period set for in paragraphs A or B below.

A. The Premises are damaged by any peril and, in the reasonable opinion of Landlord’s architect or construction consultant, the restoration of the Premises cannot be substantially completed within 180 days after the date of such damage; or

B. The Premises are damaged by any peril within 12 months of the last day of the Lease Term and, in the reasonable opinion of Landlord’s architect or construction consultant, the restoration of the Premises cannot be substantially completed within 120 days after the date of such damage.

In addition, if Landlord provides notice that the restoration can be completed within said 180 or 120 days, as provided in paragraphs B or C above, and Landlord fails to substantially complete the restoration work within the applicable time period, as the same may be extended for any delay caused by Tenant or any of Tenant’s Agents or a force majeure delay (as described in ¶15.14 hereof), then Tenant may terminate this Lease by providing written notice of such election to terminate within 10 days after the earlier of (i) the end of said 180 or 120 day time period, as the case may be, as such time period may be extended for any delay caused by Tenant or any of Tenant’s Agents, or (ii) after receipt of written notice from Landlord of the delay. Landlord agrees to provide written notice of any delay caused by Tenant or its Agents or by any force majeure delay within a reasonable period of time not to exceed thirty (30) days after Landlord knows of an event constituting and causing such a delay.

11.4 Abatement of Rent: In the event of damage to the Premises which does not result in the termination of this Lease, the Base Monthly Rent and the Additional Rent shall be temporarily abated during the period of restoration in proportion to the degree to which Tenant’s use of the Premises is impaired by such damage. Tenant shall not be entitled to any compensation or damages from Landlord for loss of Tenant’s business or property or for any inconvenience or annoyance caused by such damage or restoration. Tenant hereby waives the provisions of California Civil Code Sections 1932(2) and 1933(4) and the provisions of any similar law hereinafter enacted.

ARTICLE 12

CONDEMNATION

12.1 Landlord’s Termination Right: Landlord shall have the right to terminate this Lease if, as a result of a taking by means of the exercise of the power of eminent domain (including a voluntary sale or transfer by Landlord to a condemnor under threat of condemnation), (i) more than one-third of the Building Leasable Area is so taken, or (ii) more than 50% of the Common Area is so taken. Any such right to terminate by Landlord must be exercised within a reasonable period of time, to be effective as of the date possession is taken by the condemnor.

12.2 Tenant’s Termination Right: Tenant shall have the right to terminate this Lease if, as a result of any taking by means of the exercise of the power of eminent domain (including any voluntary sale or transfer by Landlord to any condemnor under threat of condemnation), (i) 10% or more of the Premises is so taken or that part of the Premises that remains cannot be restored within a reasonable period of time and thereby made reasonably suitable for the continued operation of the Tenant’s business, or (ii) there is a taking affecting the Common Area and, as a result of such taking, Landlord cannot provide parking spaces within reasonable walking distance of the Premises equal in number to at least 80% of the number of spaces allocated to Tenant by ¶2.1, whether by rearrangement of the remaining parking areas in the Common Area (including construction of multi-deck parking structures or restriping for compact cars where permitted by Law) or by alternative parking facilities on other land. Tenant must exercise such right within a reasonable period of time, to be effective on the date that possession of that portion of the Premises or Common Area that is condemned is taken by the condemnor.

12.3 Restoration and Abatement of Rent: If any part of the Premises or the Common Area is taken by condemnation and this Lease is not terminated, then Landlord shall restore the remaining portion of the Premises and Common Area and interior improvements constructed by Landlord as they existed as of the Commencement Date, excluding any Tenant’s Alterations, Trade Fixtures and/or personal property constructed or installed by Tenant. Thereafter, as of the date possession is taken the Base Monthly Rent shall be reduced in the same proportion that the floor area of that part of the Premises so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Premises.

12.4 Temporary Taking: If any portion of the Premises is temporarily taken for one year or less, this Lease shall remain in effect. If any portion of the Premises is temporarily taken by condemnation for a period which exceeds one year or which extends beyond the natural expiration of the Lease Term, and such taking materially and adversely affects Tenant’s ability to use the Premises for the Permitted Use, then Tenant shall have the right to terminate this Lease, effective on the date possession is taken by the condemnor.

12.5 Division of Condemnation Award: Any award made as a result of any condemnation of the Premises or the Common Area shall belong to and be paid to Landlord, and Tenant hereby assigns to Landlord all of its right, title and interest in any such award; provided, however, that Tenant shall be entitled to make a direct claim against the condemning authority for the following: (i) for the taking of personal property or Trade Fixtures belonging to Tenant, (ii) for the interruption of Tenant’s business or its moving costs, (iii) for loss of Tenant’s goodwill; or (iv) for any temporary taking where this Lease is not terminated as a result of such taking. The rights of Landlord and Tenant regarding any condemnation shall be determined as provided in this Article, and each party hereby waives the provisions of California Code of Civil Procedure Section 1265.130 and the provisions of any similar law hereinafter enacted allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Premises.

ARTICLE 13

DEFAULT AND REMEDIES

13.1 Events of Tenant’s Default: Tenant shall be in default of its obligations under this Lease if any of the following events occurs (an “Event of Tenant’s Default”):

A. Tenant shall have failed to pay Base Monthly Rent or Additional Rent when due, and such failure is not cured within 3 days after delivery of written notice from Landlord specifying such failure to pay; or

B. Tenant shall have failed to perform any term, covenant, or condition of this Lease except those requiring the payment of Base Monthly Rent or Additional Rent, and Tenant shall have failed to cure such breach within 30 days after written notice from Landlord specifying the nature of such breach where such breach could reasonably be cured within said 30 day period, or if such breach could not be reasonably cured within said 30 day period, Tenant shall have failed to commence such cure within said 30 day period and thereafter continue with due diligence to prosecute such cure to completion; or

C. Tenant shall have sublet the Premises or assigned its interest in the Lease in violation of the provisions contained in Article 14; or

D. Tenant shall have abandoned the Premises; or

E. The occurrence of the following: (i) the making by Tenant of any general arrangements or assignments for the benefit of creditors; (ii) Tenant becomes a “debtor” as defined in 11 USC §101 or any successor statute thereto (unless, in the case of a petition filed against Tenant, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this Section 13.1E is contrary to any applicable Law, such provision shall be of no force or effect; or

F. Tenant shall have failed to deliver documents required of it pursuant to ¶15.4 or ¶15.6 within the time periods specified therein.

13.2 Landlord’s Remedies: If an Event of Tenant’s Default occurs, Landlord shall have the following remedies, in addition to all other rights and remedies provided by any Law or otherwise provided in this Lease, to which Landlord may resort cumulatively or in the alternative:

A. Landlord may keep this Lease in effect and enforce by an action at law or in equity all of its rights and remedies under this Lease, including (i) the right to recover the rent and other sums as they become due by appropriate legal action, (ii) the right to make payments required of Tenant or perform Tenant’s obligations and be reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant, and (iii) the remedies of injunctive relief and specific performance to compel Tenant to perform its obligations under this Lease. Notwithstanding anything contained in this Lease, in the event of a breach of an obligation by Tenant which results in a condition which poses an imminent danger to safety of persons or damage to property, or a threat to insurance coverage, then if Tenant does not cure such breach within 3 days after delivery to it of written notice from Landlord identifying the breach, Landlord may cure the breach of Tenant and be reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant.

B. In accordance with applicable law, Landlord may enter the Premises and re-lease them to third parties for Tenant’s account for any period, whether shorter or longer than the remaining Lease Term. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in releasing the Premises, including brokers’ commissions, expenses of altering and preparing the Premises required by the releasing. Tenant shall pay to Landlord the rent and other sums due under this Lease on the date the rent is due, less the rent and other sums Landlord received from any releasing. No act by Landlord allowed by this subparagraph shall terminate this Lease unless Landlord notifies Tenant in writing that Landlord elects to terminate this Lease. Notwithstanding any releasing without termination, Landlord may later elect to terminate this Lease because of the default by Tenant.

C. In accordance with applicable law, Landlord may terminate this Lease by giving Tenant written notice of termination, in which event this Lease shall terminate on the date set forth for termination in such notice. Any termination under this ¶13.2C shall not relieve Tenant from its obligation to pay sums then due Landlord or from any claim against Tenant for damages or rent previously accrued or then accruing. In no event shall any one or more of the following actions by Landlord, in the absence of a written election by Landlord to terminate this Lease, constitute a termination of this Lease: (i) appointment of a receiver or keeper in order to protect Landlord’s interest hereunder; (ii) consent to any subletting of the Premises or assignment of this Lease by Tenant, whether pursuant to the provisions hereof or otherwise; or (iii) any other action by Landlord or Landlord’s Agents intended to mitigate the adverse effects of any breach of this Lease by Tenant, including without limitation any action taken to maintain and preserve the Premises or any action taken to relet the Premises or any portions thereof to the extent such actions do not affect a termination of Tenant’s right to possession of the Premises.

D. In the event Tenant breaches this Lease and abandons the Premises, this Lease shall not terminate unless Landlord gives Tenant written notice of its election to so terminate this Lease. No act by or on behalf of Landlord intended to mitigate the adverse effect of such breach, including those described by ¶13.C, shall constitute a termination of Tenant’s right to possession unless Landlord gives Tenant written notice of termination. Should Landlord not terminate this Lease by giving Tenant written notice, Landlord may enforce all its rights and remedies under this Lease, including the right to recover the rent as it becomes due under the Lease as provided in California Civil Code Section 1951.4.

E. In the event Landlord terminates this Lease, Landlord shall be entitled, at Landlord’s election, to damages in an amount as set forth in California Civil Code Section 1951.2 as in effect on the Effective Date. For purposes of computing damages pursuant to California Civil Code Section 1951.2, (i) an interest rate equal to the Agreed Interest Rate shall be used where permitted, and (ii) the term “rent” includes Base Monthly Rent and Additional Rent. Such damages shall include:

(1) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided, computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%); and

(2) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease, or which in the ordinary course of things would be likely to result therefrom, including the following: (i) expenses for cleaning, repairing or restoring the Premises; (ii) expenses for altering, remodeling or otherwise improving the Premises for the purpose of reletting, including installation of leasehold improvements (whether such installation be funded by a reduction of rent, direct payment or allowance to a new tenant, or otherwise); (iii) broker’s fees, advertising costs and other expenses of reletting the Premises; (iv) costs of carrying the Premises, such as taxes, insurance premiums, utilities and security precautions; (v) expenses in retaking possession of the Premises; and (vi) attorneys’ fees and court costs incurred by Landlord in retaking possession of the Premises and in releasing the Premises or otherwise incurred as a result of Tenant’s default.

F. Nothing in this ¶13.2 shall limit Landlord’s right to indemnification from Tenant as provided in ¶7.2 and ¶10.3. Any notice given by Landlord in order to satisfy the requirements of ¶13.1A or ¶13.1B above shall also satisfy the notice requirements of California Code of Civil Procedure Section 1161 regarding unlawful detainer proceedings.

13.3 Waiver: One party’s consent to or approval of any act by the other party requiring the first party’s consent or approval shall not be deemed to waive or render unnecessary the first party’s consent to or approval of any subsequent similar act by the other party. The receipt by Landlord of any rent or payment with or without knowledge of the breach of any other provision hereof shall not be deemed a waiver of any such breach unless such waiver is in writing and signed by Landlord. No delay or omission in the exercise of any right or remedy accruing to either party upon any breach by the other party under this Lease shall impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by either party of any breach of any provision of this Lease shall not be deemed to be a waiver of any subsequent breach of the same or of any other provisions herein contained.

13.4 Limitation On Exercise of Rights: At any time that an Event of Tenant’s Default has occurred and remains uncured, (i) it shall not be unreasonable for Landlord to deny or withhold any consent or approval requested of it by Tenant which Landlord would otherwise be obligated to give, and (ii) Tenant may not exercise any option to extend.

13.5 Waiver by Tenant of Certain Remedies: Tenant waives the provisions of Sections 1932(1), 1941 and 1942 of the California Civil Code and any similar or successor law regarding Tenant’s right to terminate this Lease or to make repairs and deduct the expenses of such repairs from the rent due under this Lease. Tenant hereby waives any right of redemption or relief from forfeiture under the laws of the State of California, or under any other present or future law, including the provisions of Sections 1174 and 1179 of the California Code of Civil Procedure and Civil Code Section 3275.

ARTICLE 14

ASSIGNMENT AND SUBLETTING

14.1 Transfer By Tenant: The following provisions shall apply to any assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this ¶14.1 as “Tenant”):

A. Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily or by operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Tenant shall reimburse Landlord for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the evaluation, processing, and/or documentation of any requested Transfer, whether or not Landlord’s consent is granted, not to exceed $1,500.00 for each request. Landlord’s reasonable costs shall include the cost of any review or investigation performed by Landlord or consultant acting on Landlord’s behalf of (i) Hazardous Materials (as defined in Section 7.2E of this Lease) used, stored, released, or disposed of by the potential Subtenant or Assignee, and/or (ii) violations of Hazardous Materials Law (as defined in Section 7.2E of this lease) by the Tenant or the proposed Subtenant or Assignee, provided such costs in addition to the cost set forth in the preceding sentence do not exceed in the aggregate $1,500.00 for each request for consent to a Transfer. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) is in a form reasonably approved by Landlord, (ii) contains the same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to ¶14.1B, and (iii) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any Transfer without Landlord’s consent shall constitute an Event of Tenant’s Default and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of the provisions of this ¶14.1 as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any Transfer.

B. At least 20 days before a proposed Transfer is to become effective, Tenant shall give Landlord written notice of the proposed terms of such Transfer and request Landlord’s approval, which notice shall include the following: (i) the name and legal composition of the proposed transferee; (ii) a current financial statement of the transferee, financial statements of the transferee covering the preceding three years if the same exist, and (if available) an audited financial statement of the transferee for a period ending not more than one year prior to the proposed effective date of the Transfer, all of which statements are prepared in accordance with generally accepted accounting principles; (iii) the nature of the proposed transferee’s business to be carried on in the Premises; (iv) all consideration to be given on account of the Transfer; (v) a current financial statement of Tenant; and (vi) an accurately filled out response to Landlord’s standard hazardous materials questionnaire. Tenant shall provide to Landlord such other information as may be reasonably requested by Landlord within seven days after Tenant’s receipt of such notice from Landlord. Landlord shall respond in writing to Tenant’s request for Landlord’s consent to a Transfer within the later of (i) 30 days of receipt of such request together with the required accompanying documentation, or (ii) 15 days after Landlord’s receipt of all information which Landlord reasonably requests within seven days after it receives Tenant’s first notice regarding the Transfer in question. If Landlord fails to respond in writing within said period, then Tenant shall provide a second written notice to Landlord requesting such consent and if Landlord fails to respond within 7 days after receipt of such second notice, then Landlord will be deemed to have consented to such Transfer. Tenant shall immediately notify Landlord of any modification to the proposed terms of such Transfer, which shall also be subject Landlord’s consent in accordance with the same process for obtaining Landlord’s initial consent to such Transfer.

C. In the event that Tenant seeks to make any Transfer, Landlord shall have the right to terminate this Lease if the Transfer involves more than fifty (50%) of the Premises, or, in the case of a sublease of less than all of the Premises, terminate this Lease as to that part of the Premises proposed to be sublet so that Landlord is thereafter free to lease the Premises (or, in the case of a partial sublease, the portion proposed to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlord, including, without limitation to the transferee under the proposed Transfer. Tenant shall have the right to rescind its request for consent to the Transfer (and thereby rescind Landlord’s election to terminate) upon written notice to Landlord within ten (10) days after receipt of Landlord’s notice to terminate. In the event Landlord elects to so terminate this Lease, then the Lease shall so terminate in its entirety (or as to the space to be so sublet) fifteen (15) days after Landlord has notified Tenant in writing of such election. Upon such termination, Tenant shall be released from any further obligation under this Lease if it is terminated in its entirety, or shall be released from any further obligation under the Lease with respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of the Lease, the Base Monthly Rent and Tenant’s Share shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which remains subject to the Lease bears to the original area of the Premises. Landlord and Tenant shall execute a cancellation and release with respect to the Lease to effect such termination.

Notwithstanding the foregoing, Landlord shall not have the right to recapture the portion of the Premises leased to a sublessee in connection with any sublease that individually or in the aggregate of all subleases is for less than 17,000 square feet of space of the Premises and such subleases are executed between the period of the commencement of the term of the Sublease (as defined in Addendum No. 1) and one (1) year after the Commencement Date of this Lease. While such subleases shall not be subject to Landlord’s right to recapture, they shall be subject to all of the other provisions of Article 14 of this Lease.

D. If Landlord consents to a Transfer proposed by Tenant, Tenant may enter into such Transfer, and if Tenant does so, the following shall apply:

(1) Tenant shall not be released of its liability for the performance of all of its obligations under the Lease.

(2) If Tenant assigns its interest in this Lease, then Tenant shall pay to Landlord 80% of all Subrent (as defined in ¶14.1D(5)) received by Tenant over and above (i) the assignee’s agreement to assume the obligations of Tenant under this Lease, and (ii) the amortized amount of all Permitted Transfer Costs related to such assignment. In the case of assignment, the amount of Subrent owed to Landlord shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by the assignee. All Permitted Transfer Costs shall be amortized on a straight line basis over the term of such sublease (including any extension options) for purposes of calculating the amount due Landlord hereunder.

(3) If Tenant sublets any part of the Premises, then with respect to the space so subleased, Tenant shall pay to Landlord 80% of the positive difference, if any, between (i) all Subrent paid by the subtenant to Tenant, less (ii) the sum of all Base Monthly Rent and Additional Rent allocable to the space sublet and all Permitted Transfer Costs related to such sublease. Such amount shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by its subtenant. All Permitted Transfer Costs shall be amortized on a straight line basis over the term of such sublease (including any extension options) for purposes of calculating the amount due Landlord hereunder.

(4) Tenant’s obligations under this ¶14.1D shall survive any Transfer, and Tenant’s failure to perform its obligations hereunder shall be an Event of Tenant’s Default (subject to the applicable notice and cure periods). At the time Tenant makes any payment to Landlord required by this ¶14.1D, Tenant shall deliver an itemized statement of the method by which the amount to which Landlord is entitled was calculated, certified by Tenant as true and correct. Landlord shall have the right at reasonable intervals to inspect Tenant’s books and records relating to the payments due hereunder. Upon request therefor, Tenant shall deliver to Landlord copies of all bills, invoices or other documents upon which its calculations are based. Landlord may condition its approval of any Transfer upon obtaining a certification from both Tenant and the proposed transferee of all Subrent and other amounts that are to be paid to Tenant in connection with such Transfer.

(5) As used in this ¶14.1D, the term “Subrent” shall mean any consideration of any kind received by Tenant as a result of the Transfer, if such sums are related to Tenant’s interest in this Lease or in the Premises, including payments from or on behalf of the transferee (in excess of the book value thereof) for Tenant’s leasehold improvements, but shall not include any payments or other consideration received by Tenant in connection with Tenant’s assets, Tenant’s Trade Fixtures, or any inventory, accounts, goodwill, equipment, furniture, furnishings or general intangibles of Tenant, whatsoever. As used in this ¶14.1D, the term “Permitted Transfer Costs” shall mean (i) all reasonable leasing commissions paid to third parties not affiliated with Tenant in order to obtain the Transfer in question, (ii) the actual cost of standard improvements made to the Premises for such Transfer, and (iii) all reasonable attorneys’ fees incurred by Tenant with respect to the Transfer in question.

E. Except as provided in section 14.1F, if Tenant is a corporation, the following shall be deemed a voluntary assignment of Tenant’s interest in this Lease: (i) any dissolution, merger, consolidation, or other reorganization of or affecting Tenant, whether or not Tenant is the surviving corporation; and (ii) if the capital stock of Tenant is not publicly traded, the sale or transfer to one person or entity (or to any group of related persons or

entities) stock possessing more than 50% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, limited liability company or other entity any withdrawal or substitution (whether voluntary, involuntary or by operation of law, and whether occurring at one time or over a period of time) of any partner, member or other party owning 25% or more (cumulatively) of any interest in the capital or profits of the partnership, limited liability company or other entity or the dissolution of the partnership, limited liability company or other entity, shall be deemed a voluntary assignment of Tenant’s interest in this Lease.

F. Notwithstanding anything contained in ¶14.1, so long as Tenant otherwise complies with the provisions of ¶14.1 Tenant may enter into any of the following transfers (a “Permitted Transfer”) without Landlord’s prior written consent, and Landlord shall not be entitled to terminate the Lease pursuant to ¶14.1C or to receive any part of any Subrent resulting therefrom that would otherwise be due it pursuant to ¶14.1D:

(1) Tenant may sublease all or part of the Premises or assign its interest in this Lease to any corporation which controls, is controlled by, or is under common control with the original Tenant to this Lease;

(2) Tenant may assign its interest in the Lease to a corporation which results from a merger, consolidation or other reorganization in which Tenant is not the surviving corporation, so long as the surviving corporation has a net worth at the time of such assignment that is equal to or greater than the net worth of Tenant immediately prior to such transaction; and

(3) Tenant may assign this Lease to a corporation which purchases or otherwise acquires all or substantially all of the assets of Tenant, so long as such acquiring corporation has a net worth at the time of such assignment that is equal to or greater than the net worth of Tenant immediately prior to such transaction.

Notwithstanding the foregoing, the term “corporation” as used in Section 14.1.F of the Lease shall be deemed to include any subsidiary, affiliate, division or other entity and the reference to sale of Tenant’s assets refers to those assets located within the Premises. For the purpose of this Lease, any sale or transfer of Tenant’s capital stock, including without limitation, a transfer in connection with the merger, consolidation or non-bankruptcy reorganization of Tenant and any sale through any national market system or public exchange, or any re-incorporation by Tenant in another state, shall not be deemed an assignment, subletting, or any other transfer of the Lease or the Premises.

14.2 Transfer By Landlord: Landlord and its successors in interest shall have the right to transfer their interest in this Lease and the Project at any time and to any person or entity. In the event of any such transfer, the Landlord originally named herein (and, in the case of any subsequent transfer, the transferor) from the date of such transfer, shall be automatically relieved, without any further act by any person or entity, of all liability for the performance of the obligations of the Landlord hereunder which may accrue after the date of such transfer, provided such assignee or successor assumes such obligations. After the date of any such transfer, the term “Landlord” as used herein shall mean the transferee of such interest in the Premises.

ARTICLE 15

GENERAL PROVISIONS

15.1 Landlord’s Right to Enter: Landlord and its agents may enter the Premises at any reasonable time after giving at least 24 hours’ prior notice to Tenant (and immediately in the case of emergency) for the purpose of: (i) inspecting the same; (ii) posting notices of non-responsibility; (iii) supplying any service to be provided by Landlord to Tenant; (iv) showing the Premises to prospective purchasers, mortgagees or tenants; (v) making necessary alterations, additions or repairs; (vi) performing Tenant’s obligations when Tenant has failed to do so after written notice from Landlord; (vii) placing upon the Premises ordinary “for lease” signs or “for sale” signs; and (viii) responding to an emergency. Landlord shall have the right to use any and all means Landlord may deem necessary and proper to enter the Premises in an emergency. Any entry into the Premises obtained by Landlord in accordance with this ¶15.1 shall not be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises.

15.2 Surrender of the Premises: Upon the expiration or sooner termination of this Lease, Tenant shall vacate and surrender the Premises to Landlord in the condition required under section 4 of Addendum No. 1, except for (i) reasonable wear and tear, (ii) damage caused by any peril or condemnation, and (iii) contamination by Hazardous Materials for which Tenant is not responsible pursuant to ¶7.2A or ¶7.2B. In this regard, reasonable wear and tear shall be construed to mean wear and tear caused to the Premises by the natural aging process which occurs in spite of prudent application of commercially reasonable standards for maintenance, repair and janitorial practices, and does not include items of neglected or deferred maintenance. In any event, Tenant shall cause the following to be done prior to the expiration or the sooner termination of this Lease in order to return the Premises to the condition required under section 4 of Addendum No. 1 subject to reasonable wear and tear: (i) all interior walls shall be painted or cleaned so that they appear in good condition; (ii) all tiled floors shall be cleaned and waxed; (iii) all carpets shall be cleaned and shampooed; (iv) all broken, marred, stained or nonconforming acoustical ceiling tiles shall be replaced; (v) all windows shall be washed; (vi) the HVAC system shall be serviced by a reputable and licensed service firm and left in good operating condition and repair as so certified by such firm; and (vii) the plumbing and electrical systems and lighting shall be placed in good order and repair (including replacement of any burned out, discolored or broken light bulbs, ballasts, or lenses).

If Landlord so requests, Tenant shall, prior to the expiration or sooner termination of this Lease, (i) remove any Tenant’s Alterations (including, without limitation, any alterations done by Tenant under the Sublease) that Landlord notified Tenant at the time Landlord approved of the final plans and specifications for such work would have to be removed at the expiration or earlier termination of this Lease, unless Landlord subsequently notifies Tenant at least thirty (30) days prior to the expiration of the Lease that all or any portion of such Tenant’s Alterations must remain, and repair all damage caused by such removal, (ii) remove any Tenant’s Alterations which Tenant is required to remove pursuant to ¶5.2 and repair all damage caused by such removal, and (iii) return the Premises or any part thereof to its original configuration existing as of the time the Premises were delivered to Tenant. If the Premises are not so surrendered at the termination of this Lease, Tenant shall be liable to Landlord for all costs incurred by Landlord in returning the Premises to the required condition, plus interest on all costs incurred at the Agreed Interest Rate. Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Premises, including, without limitation, any claims made by any succeeding tenant or losses to Landlord due to lost opportunities to lease to succeeding tenants.

15.3 Holding Over: This Lease shall terminate without further notice at the expiration of the Lease Term. Any holding over by Tenant after expiration of the Lease Term shall not constitute a renewal or extension of the Lease or give Tenant any rights in or to the Premises except as expressly provided in this Lease. Any holding over after such expiration with the written consent of Landlord shall be construed to be a tenancy from month to month on the same terms and conditions herein specified insofar as applicable except that Base Monthly Rent shall be increased to an amount equal to 150% of the greater of (a) the Base Monthly Rent payable during the last full calendar month of the Lease Term, or (b) the then prevailing fair market rent.

15.4 Subordination: The following provisions shall govern the relationship of this Lease to any Security Instrument:

A. The Lease is subject and subordinate to all Security Instruments existing as of the Effective Date. However, if any Lender so requires, this Lease shall become prior and superior to any such Security Instrument.

B. At Landlord’s election, this Lease shall become subject and subordinate to any Security Instrument created after the Effective Date. Notwithstanding such subordination, Tenant’s right to quiet possession of the Premises shall not be disturbed so long as Tenant is not in default and performs all of its obligations under this Lease, unless this Lease is otherwise terminated pursuant to its terms.

C. Within ten (10) days after receipt of Landlord’s request, Tenant shall upon request execute any document or instrument required by any Lender to make this Lease either prior or subordinate to a Security Instrument, which may include such other matters as the Lender customarily and reasonably requires in connection with such agreements, including provisions that the Lender not be liable for (i) the return of any security deposit unless the Lender receives it from Landlord, and (ii) any defaults on the part of Landlord occurring prior to the time the Lender obtains possession of the Project in connection with the enforcement of its Security Instrument. Tenant’s failure to execute any such document or instrument within five (5) days after a second written demand therefor shall constitute an Event of Tenant’s Default.

15.5 Mortgagee Protection and Attornment: In the event of any default on the part of the Landlord, Tenant will use reasonable efforts to give notice by registered mail to any Lender whose name has been provided to Tenant and shall offer such Lender a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure or other appropriate legal proceedings, if such should prove necessary to effect a cure, but in no event longer than 60 days. Tenant shall attorn to any purchaser of the Premises at any foreclosure sale or private sale conducted pursuant to any Security Instrument encumbering the Premises, or to any grantee or transferee designated in any deed given in lieu of foreclosure.

15.6 Estoppel Certificates and Financial Statements: At all times during the Lease Term, each party agrees, following any request by the other party, promptly to execute and deliver to the requesting party within 15 days following delivery of such request an estoppel certificate: (i) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect, (ii) stating the date to which the rent and other charges are paid in advance, if any, (iii) acknowledging that there are not, to the certifying party’s knowledge, any uncured defaults on the part of any party hereunder or, if there are uncured defaults, specifying the nature of such defaults, and (iv) certifying such other information about the Lease as may be reasonably required by the requesting party. A failure to deliver an estoppel certificate within 15 days after delivery of a request therefor shall be a conclusive admission that, as of the date of the request for such statement: (i) this Lease is unmodified except as may be represented by the requesting party in said request and is in full force and effect, (ii) there are no uncured defaults in the requesting party’s performance, and (iii) no rent has been paid more than 30 days in advance. At any time during the Lease Term, but not more frequently than annually, Tenant shall, upon 15 days’ prior written notice from Landlord, provide Tenant’s most recent financial statement and financial statements covering the 24 month period prior to the date of such most recent financial statement to any existing Lender or to any potential Lender or buyer of the Premises. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Landlord agrees that such financial information is confidential and shall only be used for purposes of a sale or financing of the Building or Project or any interest in Landlord. Tenant’s failure to execute any such document or instrument or provide such financial statement within five (5) days after a second written demand therefor shall constitute an Event of Tenant’s Default.

15.7 Consent: Whenever Landlord’s approval or consent is required by this Lease, such approval or consent may be exercised in Landlord’s sole and absolute discretion, unless a different standard has been expressly provided in this Lease for the particular matter requiring Landlord’s consent or approval.

15.8 Notices: Any notice required or desired to be given regarding this Lease shall be in writing and may be given by personal delivery, by facsimile (with a copy sent by mail), by courier service, or by mail. A notice shall be deemed to have been given (i) on the third business day after mailing if such notice was deposited in the United States mail, certified or registered, postage prepaid, addressed to the party to be served at its Address for Notices specified in Section Q or Section R of the Summary (as applicable), (ii) when delivered if given by personal delivery, and (iii) in all other cases when actually received at the party’s Address for Notices, except if received on a Saturday, Sunday or legal holiday in the State of California (which for purposes hereof shall mean a holiday when the national banks in California are closed), then the next business day. Either party may change its address by giving notice of the same in accordance with this ¶15.8, provided, however, that any address to which notices may be sent must be a California address.

15.9 Attorneys’ Fees: In the event either Landlord or Tenant shall bring any action or legal proceeding for an alleged breach of any provision of this Lease, to recover rent, to terminate this Lease or otherwise to enforce, protect or establish any term or covenant of this Lease, the prevailing party shall be entitled to recover as a part of such action or proceeding, or in a separate action brought for that purpose, reasonable attorneys’ fees, court costs, and experts’ fees as may be fixed by the court.

15.10 Corporate Authority: If Tenant is a corporation (or partnership), each individual executing this Lease on behalf of Tenant represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of such corporation in accordance with the by-laws of such corporation (or partnership in accordance with the partnership agreement of such partnership) and that this Lease is binding upon such corporation (or partnership) in accordance with its terms. Each of the persons executing this Lease on behalf of a corporation or limited liability company does hereby covenant and warrant that the party for whom it is executing this Lease is a duly authorized and existing corporation or limited liability company, as the case may be, that it is qualified to do business in California, and that the corporation or limited liability company has full right and authority to enter into this Lease.

15.11 Miscellaneous: Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. Any executed copy of this Lease shall be deemed an original for all purposes. This Lease shall, subject to the provisions regarding assignment, apply to and bind the respective heirs, successors, executors, administrators and assigns of Landlord and Tenant. “Party” shall mean Landlord or Tenant, as the context implies. If Tenant consists of more than one person or entity, then all members of Tenant shall be jointly and severally liable hereunder. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. The terms “shall”, “will” and “agree” are mandatory. The term “may” is permissive. When a party is required to do something by this Lease, it shall do so at its sole cost and expense without right of reimbursement from the other party unless a provision of this Lease expressly requires reimbursement. Landlord and Tenant agree that (i) the gross leasable area of the Premises includes any atriums, depressed loading docks, covered entrances or egresses, and covered loading areas, (ii) each has had an opportunity to determine to its satisfaction the actual area of the Project and the Premises, (iii) all measurements of area contained in this Lease are conclusively agreed to be correct and binding upon the parties, even if a subsequent measurement of any one of these areas determines that it is more or less than the amount of area reflected in this Lease, and (iv) any such subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any of the computations of rent, improvement allowances, or other matters described in this Lease where area is a factor. Where a party hereto is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing said act, including the Agents of such party. Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

15.12 Termination by Exercise of Right: If this Lease is terminated pursuant to its terms by the proper exercise of a right to terminate specifically granted to Landlord or Tenant by this Lease, then this Lease shall terminate 30 days after the date the right to terminate is properly exercised (unless another date is specified in that part of the Lease creating the right, in which event the date so specified for termination shall prevail), the rent and all other charges due hereunder shall be prorated as of the date of termination, and neither Landlord nor Tenant shall have any further rights or obligations under this Lease except for those that have accrued prior to the date of termination or those obligations which this Lease specifically provides are to survive termination. This ¶15.12 does not apply to a termination of this Lease by Landlord as a result of an Event of Tenant’s Default.

15.13 Brokerage Commissions: Each party hereto (i) represents and warrants to the other that it has not had any dealings with any real estate brokers, leasing agents or salesmen, or incurred any obligations for the payment of real estate brokerage commissions or finder’s fees which would be earned or due and payable by reason of the execution of this Lease, other than to the Retained Real Estate Brokers described in Section S of the Summary, and (ii) agrees to indemnify, defend, and hold harmless the other party from any claim for any such commission or fees which result from the actions of the indemnifying party. Landlord shall be responsible for the payment of any commission owed to the Retained Real Estate Brokers pursuant to a separate written commission agreement between Landlord and the Retained Real Estate Brokers for the payment of a commission as a result of the execution of this Lease.

15.14 Force Majeure: Any prevention, delay or stoppage due to strikes, lock-outs, inclement weather, labor disputes, inability to obtain labor, materials, fuels or reasonable substitutes therefor, governmental restrictions, regulations, controls, action or inaction, civil commotion, fire or other acts of God, and other causes beyond the reasonable control of a party hereto (except financial inability) shall excuse the performance by that party, for a period equal to the period of any said prevention, delay or stoppage, of any obligation hereunder; provided, however that the foregoing shall not be deemed to extend the time by which Tenant shall be entitled to terminate this Lease or to an abatement of rent. A party claiming such a force majeure delay under this section shall notify the other party within a reasonable period of time after an event constituting such a force majeure delay occurs and of such party’s good faith estimate of the length of such delay.

15.15 Entire Agreement: This Lease constitutes the entire agreement between the parties, and there are no binding agreements or representations between the parties except as expressed herein. Tenant acknowledges that neither Landlord nor Landlord’s Agents has made any legally binding representation or warranty as to any matter except those expressly set forth herein, including any warranty as to (i) whether the Premises may be used for Tenant’s intended use under existing Law, (ii) the suitability of the Premises or the Project for the conduct of Tenant’s business, or (iii) the condition of any improvements. There are no oral agreements between Landlord and Tenant affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between Landlord and Tenant or displayed by Landlord to Tenant with respect to the subject matter of this Lease. This instrument shall not be legally binding until it is executed by both Landlord and Tenant. No subsequent change or addition to this Lease shall be binding unless in writing and signed by Landlord and Tenant.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease with the intent to be legally bound thereby, to be effective as of the Effective Date.

LANDLORD:

TENANT:

By:

SILICON VALLEY PROPERTIES, L.L.C.

a Delaware limited liability company

LIGHTWAVE MICROSYSTEMS CORPORATION,

a California corporation

By:

Divco SVP Group, LLC,

a Delaware limited liability company

Its Manager

By:

Name:

Title:

/s/ Martin J. Lundie

Martin J. Lundie

Vice President & C.F.O

By:

/s/ Scott Smithers

Dated:

April 7 1999

Name:

Scott Smithers

Its:

President

Dated: April 13, 1999

ADDENDUM NO. 1

This ADDENDUM NO. 1 (this “Addendum”) is made in connection with and is a part of that certain Lease, dated as of April 7, 1999, by and between SILICON VALLEY PROPERTIES, LLC, a Delaware limited liability company, as Landlord, and LIGHTWAVE MICROSYSTEMS CORPORATION, a California corporation as Tenant, (the “Lease”).

1. Definitions and Conflict. All capitalized terms referred to in this Addendum shall have the same meaning as provided in the Lease, except as expressly provided to the contrary in this Addendum. In case of any conflict between any term or provision of the Lease and any exhibits attached thereto and this Addendum, this Addendum shall control.

2. Sublease. As of the date hereof, the Premises are leased to Seagate Technology, a Delaware corporation (“Seagate”) pursuant to the terms of a separate lease agreement currently by and between Landlord and Seagate (the “Seagate Lease”). Seagate has sublet the Premises to Tenant pursuant to the terms of that certain Standard Sublease dated March 2, 1999 (the “Sublease”) for a term commencing on the date Landlord consents to the Sublease and expiring on June 30, 2002, which is the expiration of the term of the Seagate Lease. The Lease between Landlord and Tenant is effective as of the date hereof, but the Lease Term will not commence until the term of the Sublease, as provided in section I of the Summary of Basic Lease Terms in the Lease.

2.1 Tenant Sublease Defaults. As a material inducement for Landlord to enter into the Lease, Tenant covenants and agrees to pay all rent and other sums and perform all obligations of Tenant, as sublessee, as and when due under the Sublease. If Tenant defaults (after applicable notice by Seagate and cure period under the Sublease, if any) and the Sublease is terminated, then such default and termination shall constitute a default by Tenant of the Lease that may not be cured by Tenant even thought the Lease Term will not have commenced. Tenant further covenants and agrees (a) not to amend, modify, surrender, abandon or terminate (except as provided in the Sublease for a termination in the event of a casualty or condemnation) the Sublease without the prior written consent of Landlord, which may be withheld or exercised in Landlord’s sole and absolute discretion, and (b) to provide copies of any notice of default or breach sent to Seagate or received from Seagate promptly after sending or receiving any such notice.

2.2 Seagate Sublease Defaults. If the Seagate Lease is terminated by Landlord due to a default by Seagate and if Tenant is not in default (after applicable notice by Seagate and cure period under the Sublease, if any), then Landlord and Tenant each covenant and agree to promptly execute an amendment to the Lease to provide for a commencement of the Lease Term effective as of the termination of the Seagate Lease so that the period from and after such termination until what would have been the commencement of the Lease Term but for such termination shall be added to Lease Term and the Base Rent during such time period shall be at the greater of the rental rate provided in the Seagate Lease or the Sublease. In such event, Landlord agrees upon Tenant’s request to assign to Tenant Landlord’s remaining rights, if any, against Seagate, after Landlord recovers all damages, costs and expenses incurred as a result of such default by Seagate.

2.3 Seagate Lease Casualty/Condemnation Termination. If the Seagate Lease is terminated by Landlord, Seagate or Tenant due to a casualty as provided in Article 11 of the Seagate Lease (except for a casualty near the end of the term of the Seagate Lease as provided in sections 11.2CB and 11.3B of the Seagate Lease) or due to a condemnation as provided in Article 12 of the Seagate Lease, then the Lease shall terminate. If the Seagate Lease is terminated by Seagate or could be terminated by Tenant due to a casualty occurring near the end of the term as provided in section 11.3B of the Seagate Lease or could be terminated by Landlord due to a casualty near the end of the term of the Seagate Lease under section 11.2C, then the Lease shall not be terminated unless such casualty is of such extent that either Landlord or Tenant would be entitled to terminate the Lease pursuant to the Lease if the Lease Term had commenced at the time of such casualty, and Landlord or Tenant elects to terminate the Lease upon written notice to the other within the applicable time periods provided in sections 11.2A or B for Landlord and section 11.3B for Tenant.

3. Letter of Credit Security Deposit. A Security Deposit of $436,000.00 is required from Tenant, of which $318,000.00 (“Initial Deposit”) is due concurrent with Tenant’s execution of the Lease and the balance on or before the Commencement Date of the Lease Term for the Lease (“Additional Deposit”). If the estimated cost to remove the alterations and improvements being constructed by Tenant in connection with the Sublease and to restore the Premises is more than $200,000.00 as reasonably determined by Landlord’s contractor, then Tenant agrees to increase the Security Deposit by the amount of such additional costs in excess of $200,000.00 within fifteen (15) days after receipt of written notice from Landlord together with its estimate of the costs of such work. In lieu of depositing cash for the full amount of the Security Deposit, Tenant shall have the right to deposit a letter of credit for up to the amount of the Security Deposit. Said letter of credit shall be in the form of an irrevocable standby letter of credit and otherwise in the form set forth below (the “Letter of Credit”). The term Security Deposit shall mean the cash portion of the Security Deposit and the Letter of Credit. Tenant covenants and agrees to deliver to Landlord the Initial Deposit concurrent with the execution of this Lease and the Additional Deposit on or before the Commencement Date of the Lease Term. Landlord agrees to use the cash portion of the Security Deposit before using the Letter of Credit. Landlord agrees to draw against the Letter of Credit only to the extent required to cure any default or breach by Tenant under the Lease and recover Landlord’s damages, provided the Letter of Credit permits partial draws.

3.1 Form of Letter of Credit. The Letter of Credit shall be issued by a national bank acceptable to Landlord in its reasonable discretion, with offices in the San Francisco Bay Area that will accept and pay on any draw on the Letter of Credit. The Letter of Credit shall be issued for a term of at least twelve (12) months (with a term during the last year of the Lease Term of at least one full month following the expiration of the Lease Term) and shall be in a form and with such content acceptable to Landlord in its reasonable discretion. The Letter of Credit shall expressly permit full and partial draws. If for any reason the Letter of Credit does not permit partial draws, then Landlord shall have the right to make a full draw on the Letter of Credit, notwithstanding that the full amount may not be required to cure any Event of Tenant’s Default. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor, and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the San Francisco Bay Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord, or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant.

3.2 Replacement. Any Letter of Credit that Tenant delivers to Landlord in replacement of an existing Letter of Credit shall be in an amount equal to the replaced Letter of Credit (prior to any draws and except when the Additional Deposit is required) so that the cash and Letter of Credit together equal the amount of the Security Deposit required under the Lease and this Addendum. Any such replacement Letter of Credit shall be delivered to and received by Landlord no later than thirty (30) days prior to the expiration of the term of the Letter of Credit then in effect. If Tenant fails to deposit a replacement Letter of Credit or renew the expiring Letter of Credit, Landlord shall have the right to draw upon the expiring Letter of Credit for the full amount thereof and hold the same as Security Deposit; provided, however, that if Tenant provides a replacement Letter of Credit that meets the requirements of this section, Landlord shall promptly return to Tenant in cash that amount of the Letter of Credit that had been drawn upon by Landlord. A draw by Landlord against the Letter of Credit due to the failure of Tenant to provide a replacement or substitute Letter of Credit shall not constitute a default by Tenant under the Lease.

3.3 Restore. If the Letter of Credit is drawn upon by Landlord, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to amount required under the Lease and this Addendum. At all times the Security Deposit, whether in the form of cash and/or Letter of Credit, shall be in the amount required under the Lease and this Addendum. The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall

not first be required to use all or any part of the Letter of Credit or cash portion of the Security Deposit, and such use shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant shall not be entitled to any interest on the cash portion of the Security Deposit. The exercise of any rights of Landlord to the Security Deposit shall not constitute a waiver of nor relieve Tenant from any liability or obligation for any Event of Tenant’s Default. If the Letter of Credit permits partial draws, Landlord shall only draw upon the Letter of Credit in the actual amount necessary to remedy a cure of said default, and not any excess. If Landlord draws upon the entire amount of the Letter of Credit, Tenant may deliver a replacement Letter of Credit to Landlord, instead of depositing cash with Landlord, equal to the original amount of the Letter of Credit.

3.4 Special Draws. If Tenant defaults (after applicable notice by Seagate and cure period under the Sublease under the Sublease, if any) and the Sublease is terminated, then such default shall constitute a breach of the Lease that may not be cured by Tenant and entitling Landlord to draw on the Letter of Credit and/or keep the cash portion of the Security Deposit even thought the Lease Term did not commence. In such event, the Lease shall terminate and Landlord shall be entitled to the Security Deposit to partially offset damages incurred by Landlord for leasing commissions, loss of future rent, costs to re-lease the Premises and other damages; however, the retention of the Security Deposit shall limit Tenant’s liability or constitute a waiver of any claims Landlord may have against Tenant. If Tenant fails to deliver the Additional Deposit to Landlord by the Commencement Date of the Lease Term, then such failure shall constitute an Event of Tenant’s Default without any notice or cure, notwithstanding anything to the contrary in the Lease.

3.5 Reduction after Time. So long as Tenant has not committed any default under the Lease, then the amount of the Security Deposit may be reduced to $79,807.42 after the first anniversary of the Commencement Date. If Tenant is entitled to reduce the amount of the Security Deposit pursuant to this paragraph, Tenant shall provide at least 15 days prior written notice to Landlord of Tenant’s request to reduce the Security Deposit under this paragraph. If Tenant is entitled to such a reduction and the Security Deposit is in the form of a Letter of Credit, then Tenant shall deliver either cash or a replacement or amended Letter of Credit for the amount of the reduced Security Deposit. If a replacement Letter of Credit is provided, then Landlord will return the existing Letter of Credit after receipt of the replaced Letter of Credit. If the Security Deposit is in the form of cash and Tenant is entitled to a reduction in the Security Deposit under this paragraph, then Landlord will refund to Tenant the excess portion of the Security Deposit.

3.6 Return or Transfer of Letter of Credit. Within thirty (30) days after the expiration or earlier termination of the Lease, Landlord shall promptly return the refundable portion of the Security Deposit, including the Letter of Credit, to Tenant. In the event of a transfer of the Premises, Building or Project by Landlord, Landlord or any subsequent transferor shall deliver the refundable portion of the Security Deposit, including both the cash portion and the Letter of Credit, to the successor landlord or transferee.

4. Surrender Obligations. Since Tenant will be occupying the Premises prior to the commencement of the Lease Term during the term of the Sublease, Seagate will not be completing any surrender work as required under section 15.1 of the Seagate Lease. Tenant hereby assumes all such surrender obligations and covenants and agrees to complete such surrender obligations under section 15.1 of the Master Lease as well as under section 15.2 of the Lease even though all or any portion of such work may have accrued during Seagate’s occupancy of the Premises under the Seagate Lease.

5. Compliance with Regulations. Landlord represents and warrants to its knowledge that as of the Effective Date: (a) the Private Restrictions do not prohibit the permitted uses set forth in Section N of the Summary of Basic Lease Terms, and (b) Landlord is not in receipt of notice of a violation of any Law pertaining to the Premises (provided that Landlord has informed Tenant that due to the age of the Building there may be work required to comply with existing Laws in connection with the construction of any alterations or improvements).

6. Parking. The parties hereby acknowledge and agree that Tenant’s parking rights described in Section H of the Summary and Section 4.5 of this Lease are included in the Base Monthly Rent, and under no circumstances, including, without limitation, Landlord’s institution of a validation or assessment program, shall Tenant be required to pay Landlord or Landlord’s Agents any additional amount for said parking rights.

7. Trade Fixtures. All Tenant’s Trade Fixtures and personal property installed in the Premises at Tenant’s expense (“Tenant’s Property”) shall at all times remain Tenant’s property and Tenant shall be entitled to all depreciation, amortization and other tax benefits with respect thereto. At any time Tenant may remove Tenant’s Property from the Premises, provided Tenant repairs all damage caused by such removal. Landlord shall have no lien or other interest whatsoever in any item of Tenant’s Property, or any portion thereof or interest therein located in the Premises or elsewhere, and Landlord hereby waives all such liens and interests. Within twenty (20) days following Tenant’s request, Landlord shall execute documents in a form reasonably acceptable to Landlord and Tenant to evidence Landlord’s waiver of any right, title, lien or interest in Tenant’s Property located in the Premises.

8. Repairs and Maintenance. Notwithstanding anything to the contrary in this Lease, Landlord shall perform and construct, and Tenant shall have no responsibility to perform or construct, any repair, maintenance, restoration, replacement, renewal or improvement (i) necessitated by the active negligence or willful misconduct of Landlord or Landlord’s employees, agents or contractors, subject to the waiver of subrogation provisions in section 9.4 of the Lease, or (ii) to the structural portions of the Project (which for purposes hereof shall mean the roof structure, foundation, floor slab, footings, exterior and load bearing walls of any building).

9. Common Areas. Notwithstanding anything to the contrary in Section 6.3 of the Lease, Tenant shall at all times during the Term of this Lease have reasonable access to and from the Premises and the parking lot outlined on Exhibit A attached to this Lease.

10. Hazardous Materials.

(a) Limitation. Under no circumstance shall Tenant be liable for any liabilities, losses, claims, damages, lost profits, consequential damages, interest, penalties, fines, monetary sanctions, attorneys’ fees, experts’ fees, court costs, remediation costs, investigation costs, and other expenses of every type and nature, directly or indirectly arising out of or in connection with (i) any pre-existing condition at the Project as of the commencement of the Sublease that may be in violation of the Hazardous Materials Laws, or (ii) any use of Hazardous Materials by any other tenant in the Project or any third party other than Tenant or Tenant’s Agents, or (iii) any migration of any Hazardous Materials from neighboring property in, to, under or about the Building or Project.

(b) Landlord’s Representation. Landlord represents and warrants to the best of its actual knowledge, without independent investigation or the imputation of knowledge from any other party, that as of the date of the Lease, Landlord (i) is not in receipt of notice of a violation nor is Landlord aware of any violation of any applicable Hazardous Materials Laws as of the date hereof with respect to the Premises or Building, (ii) no Hazardous Material is present on the Premises, Building or Project in violation of any applicable Hazardous Materials Laws, except possibly for asbestos containing materials in the mastic in the floor tile of in a portion of the Premises as noted in a survey done by Applied Geosciences, Inc,. dated April 20, 1990 (a summary of which has been delivered to Tenant), (iii) no underground storage tanks are present in the Premises or Building in violation of any Hazardous Materials Laws, and (iv) no action, proceeding or claim is pending or threatened regarding the Premises, Building or Project concerning the presence of any Hazardous Materials. Landlord covenants and agrees that it shall not deposit or dispose of any Hazardous Materials in the Building or Project in violation of the applicable Hazardous Materials Laws. Under no circumstances shall Landlord be liable to Tenant for any Hazardous Use by any tenant in the Project or any third party or as a result of any migration of any Hazardous Materials from adjacent property in, to, under or about the Building or Project. The foregoing representation and warranty is made by Landlord, but shall not be applicable to any lender under any mortgage or deed of trust now or hereafter encumbering the Building or Project or any such lender that acquires the Building or Project through foreclosure, trustee sale or deed in lieu thereof or by person acquiring the Building or Project from such lender.

11. Common Operating Expense Exclusions. Notwithstanding anything contained in the Lease, Common Operating Expenses shall not include and in no event shall Tenant have any obligation to perform or to pay directly, or to reimburse Landlord for, all or any portion of the following costs and expenses:

(1) Costs occasioned by the violation of any Law by Landlord or Landlord’s Agents or by the gross negligence or willful misconduct of Landlord or Landlord’s Agents;

(2) Costs occasioned by fire, acts of God, or other casualties or by the exercise of the power of eminent domain;

(3) Costs to correct any construction defect in the structural portions of the Building or Project, which for purposes hereof shall mean the foundation, footings, floor slab, exterior and load bearing walls and roof structure (as opposed to the roof covering or membrane), or the costs to comply with any Private Restrictions or Laws relating to the Building or Project for work or improvements required under the Private Restrictions or Laws prior to the commencement of the Sublease;

(4) Depreciation, amortization (except as permitted above) or other expense reserves other than for reserves for anticipated work in the then applicable current year in question;

(5) Interest, charges and fees incurred on debt, payments on mortgages and rent under ground leases;

(6) The amount of the deductible under any insurance policy; provided, however, that if Tenant or any Tenant’s Agents causes the damage, loss or claim, then Tenant shall be solely responsible for payment of the applicable deductible to Landlord; provided further, however, that in no event shall Tenant be required to pay any deductibles for earthquake or flood insurance maintained in connection with the Project, Building or Premises;

(7) Costs incurred in connection with the presence of any Hazardous Material, except to the extent caused by the storage, use or disposal of the Hazardous Material in question by Tenant or Tenant’s Agents;

(8) Costs to the extent for which Landlord has a right of reimbursement from another tenant at the Project, another source or a vendor under any warranty, except for warranty claims that Landlord determines in its commercially reasonable discretion not to pursue or does not collect;

(9) Costs for which Tenant reimburses Landlord directly or which Tenant pays directly to a third person;

(10) Costs relating to improvements and equipment that should be capitalized under generally accepted accounting principles, except for Tenant’s Share of the amortized cost (with interest) of such improvement or equipment to the extent provided in this Lease; and

(11) Costs relating to the repair, maintenance and replacement of the structural elements of the Premises, Building, Common Areas or Project.

12. Tenant Default. Any reference in the Lease to the term “default” used in the context of whether or not Tenant is in default, shall be deemed to refer to an Event of Tenant’s Default as defined in Article 13 of the Lease, so that Tenant is given the required notice and opportunity to cure as set forth therein.

13. Landlord’s Default. If Landlord fails to perform any of its obligations under the Lease within a reasonable time but in no event later than thirty (30) days after Landlord’s receipt of written notice from Tenant (or such longer period of time if such default cannot reasonably be cured within said thirty (30) day period, provided, Landlord commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion), Tenant may cure any default of Landlord, at Landlord’s cost, and Landlord shall pay to Tenant the cost of such cure, plus interest at the Agreed Interest Rate, within fifteen (15) days after receipt of written demand.

14. Landlord’s Entry of Premises. Any entry by Landlord and Landlord’s Agents under section 15.1 of the Lease shall not impair Tenant’s operations more than reasonably necessary. During any such entry, Landlord and Landlord’s Agents shall comply with Tenant’s reasonable security measures, shall not impair Tenant’s operations more than reasonable necessary, and shall, at Tenant’s election, be accompanied by a representative Tenant if one is available at the time.

15. Subordination, Recognition and Attornment. Landlord has informed Tenant that the Project is currently encumbered by a Security Instrument. At no cost or expense to Landlord, Landlord shall request that the holder of a Security Instrument provide its written agreement providing for the recognition of Tenant’s rights, interests and options under the Lease in the event of a foreclosure or termination of the holder’s Security Instrument (the “NDA”). Tenant shall execute reasonable documents subordinating its interest in the Lease in accordance with Section 15.4 provided any such Lender agrees to recognize all of Tenant’s rights, interests and options under this Lease in writing. Tenant shall also attorn to a purchaser of the Premises at any foreclosure or private sale or to any grantee or transferee, in the event such party agrees to recognize Tenant’s rights, interests and options under this Lease in writing. Landlord’s sole obligation under this section is to request such NDA. Tenant is responsible for paying all costs and expenses for such NDA, including, without limitation, the lender attorneys’ fees and disbursements. Obtaining the NDA is not a condition precedent to the Lease. The failure of such lender to issue its NDA shall not relieve Tenant of any of its obligations under the Lease.

16. Rules and Regulations. Tenant shall not be required to comply with any rule or regulation if the rule or regulation unreasonably interferes with Tenant’s use of or access to the Premises or Tenant’s parking rights or if such rule or regulation materially increases Tenant’s obligations or materially decreases Tenant’s rights under the Lease.

17. Option to Extend. Tenant shall have two (2) consecutive options to extend the term of the Lease for a period of five (5) years each (each period shall be referred to as the “Extension Period”) by giving written notice of exercise of such option (“Extension Option Notice”) at least one hundred eighty (180) days, but not more than three hundred sixty-five (365) days, prior to the expiration of the term. The first Extension Period shall commence, if at all, immediately following the expiration of the initial Term of the Lease and the second Extension Period shall commence, if at all, immediately following the end of the first Extension Period. If Tenant has defaulted or failed to perform any obligation under the Lease three (3) or more times (after notice and the expiration of the applicable cure period) during the term, or if Tenant is in default (after notice and the expirations of the applicable cure period) under any term or provision of the Lease on the date of giving an Extension Option Notice, or if Tenant is in default (after notice and the expiration of the applicable cure period) under any term or provision of the Lease on the date of the applicable Extension Period is to commence, the Extension Period at the option of Landlord shall not commence and the Lease shall expire at the end of term with the applicable Extension Period. Each Extension Period shall be upon all of the terms and provisions of the Lease, except that the Base Monthly Rent during each Extension Period shall be one hundred percent (100%) of then Fair Market Rent and Tenant shall not have any additional options to extend.

17.1 Fair Market Rent. The term “Fair Market Rent” for purposes of determining Base Monthly Rent during the applicable Extension Period shall mean the greater of (i) the Base Monthly Rent payable during the last month prior to the commencement of the applicable Extension Period, or (ii) the base monthly rent generally applicable to similar leases in like buildings for space of comparable size, age, quality of the Premises in the San Jose, California area within the boundaries of Highways 237, 880 and 101, projected as of the first day of the applicable Extension Period by giving due consideration for the quality of the Building and

improvements therein (including the quality of the then existing improvements in the Premises), for a term comparable to the applicable Extension Period at the time the commencement of the applicable Extension Period is scheduled to commence, without any deduction for amortization or cost of tenant improvements or commissions whether or not incurred by Landlord, and otherwise subject to the terms and conditions of this Lease that will be applicable during the applicable Extension Period.

17.2 Procedure to Determine Fair Market Rent. Landlord shall notify Tenant in writing of Landlord’s determination of the Fair Market Rent (“Landlord’s FMR”) after receipt of the Extension Option Notice. Within thirty (30) days after receipt of such written notice of Landlord’s FMR, Tenant shall have the right either to: (i) accept Landlord’s FMR, or (ii) elect to have the Fair Market Rent determined in accordance with the appraisal procedure set forth below. The failure of Tenant to provide written notice of its election under the preceding sentence shall be deemed an acceptance of Landlord’s FMR.

17.3 Appraisers. If Tenant has elected to have the Fair Market Rent determined by an appraisal, then within ten (10) days after receipt of Tenant’s written notice of such an election, each party, by giving written notice to the other party, shall appoint an appraiser to render a written opinion of the Fair Market Rent for the applicable Extension Period. Each appraiser must be a member of the Appraisal Institute of America (MAI) for at least five years and with at least five years experience in the appraisal of rental rates of office buildings in the area in which the Building is located and otherwise unaffiliated with either Landlord or Tenant. The two appraisers shall render their written opinion of the Fair Market Rent for the applicable Extension Period to Landlord and Tenant within thirty (30) days after the appointment of the second appraiser. If the Fair Market Rent of each appraiser is within five percent (5%) of each other, then the average of the two appraisals of Fair Market Rent shall be the Base Monthly Rent for the applicable Extension Period. If one party does not appoint its appraiser as provided above, then the one appointed shall determine the Fair Market Rent. The Fair Market Rent so determined under this section shall be binding on Landlord and Tenant.

17.4 Third Appraiser. If the Fair Market Rent determined by the appraisers is more than five percent (5%) apart, then the two appraisers shall pick a third appraiser within ten (10) days after the two appraisers have rendered their opinions of Fair Market Rent as provided above. If the two appraisers are unable to agree on the third appraiser within said ten (10) day period, Landlord and Tenant shall mutually agree on the third appraiser within ten (10) days thereafter. If Landlord and Tenant fail to agree on a third appraiser within such time period, then either party may petition the Presiding Judge of the Superior Court of the County where the Building is located for the appointment of such third appraiser. The third appraiser shall be a person who has not previously acted in any capacity for either party and must meet the qualifications stated above.

17.5 Impartial Appraisal. Within thirty (30) days after its appointment, the third appraiser shall render its written opinion of the Fair Market Rent for the applicable Extension Period (“Third Opinion”). If the fair market rent set forth in the Third Opinion is equidistant from the fair market rent determination of Landlord’s and Tenant’s appraiser, then the fair market rent contained in the Third Opinion shall be the Base Monthly Rent during the applicable Extension Period. If the fair market rent of the Third Opinion is not equidistant from the fair market rent made by Landlord’s and Tenant’s appraiser, then the two closest fair market determinations made by Landlord’s appraiser, Tenant’s appraiser and the Third Opinion shall be average and such average shall be the Base Monthly Rent during the applicable Extension Period. The fair market rent determined in accordance with the foregoing procedure shall be binding on the parties.

17.6 Appraisal Costs. Each party shall bear the cost of its own appraiser and one-half (1/2) the cost of the third appraiser.

17.7 Acknowledgment of Rent. After the Fair Market Rent for the applicable Extension Period has been established in accordance with the foregoing procedure, Landlord and Tenant shall promptly execute an amendment to the Lease to reflect the Base Monthly Rent for the applicable Extension Period.

17.8 Option Personal. The option to extend under this Addendum is applicable only for the original party signing the Lease as “Tenant” as of the date of the Lease and an assignee under a Permitted Transfer (as defined in section 14.1F of the Lease), but may not be relied upon or exercise by any other assignee, subtenant, transferee under a Transfer.

FIRST AMENDMENT TO LEASE

This First Amendment to Lease (the “Amendment”) is dated as of April 9, 2010, for reference purposes only, and is made between BRE/PCCP Orchard L.L.C., a Delaware limited liability company (“Landlord”) and Lightwave Microsystems Corporation, a Delaware corporation (“Tenant”) with reference to the following facts and circumstances, which are conclusively agreed between the parties:

A. Landlord and Tenant are parties to a lease dated for reference purposes as of April 7, 1999, including a First Addendum thereto (referred to herein as the “Lease”). The property leased thereunder is located at and commonly known as 2911-2951 Zanker Road, San Jose, California 95134. Landlord is the successor in interest to Silicon Valley Properties, LLC, a Delaware limited liability company, which was the original landlord under the Lease. All capitalized words having an assigned meaning in the Lease shall continue to have such meaning in this Amendment unless explicitly modified.

B. Pursuant to certain considerations granted by Landlord to Tenant in regard to disputes between them, some of which are expressed herein, Landlord and Tenant wish to express certain amendments to their agreements.

Now, therefore, in consideration of all of the foregoing facts and circumstances, and for good and valuable consideration, the receipt of which is acknowledged by each party, Landlord and Tenant agree to and do amend the Lease as follows:

1. No Reduction In Security Deposit

Paragraph 3.5 of the First Addendum to Lease is deleted. There shall be no reduction in the Security Deposit under the Lease.

2. Lawsuit; Attorney’s Fees and Costs

The parties acknowledge that the disputes between them which led to the filing by Landlord of a lawsuit entitled BRE/PCCP Orchard L.L.C v. Lightwave Microsystems Corporation, Santa Clara County Superior Court number CV 811373 have been resolved by this Amendment and the Termination Agreement being entered concurrently herewith as to other space leased by Landlord to Tenant. Tenant agrees to pay Landlord’s attorney’s fees of $20,908.00 and costs of $1,000.00 in regard to the lawsuit and the documentation of this transaction, said fees being through October 31, 2002. Fees incurred after that date are covered in the concurrent Termination Agreement relating to the Daggett property. Said payment shall be made on execution hereof.


First Amendment To Lease		Page 1 of 3

Landlord acknowledges that upon Tenant making such payment, to Landlord’s knowledge, no default under the Lease by Tenant exists nor does Landlord know of any condition existing that with notice, passage of time or both would constitute a default by Tenant. Landlord agrees that on execution of this Amendment and the said Termination Agreement and payment of the obligations thereunder, Landlord will cause the said lawsuit to be dismissed without prejudice. This is the same obligation that is expressed in the Termination Agreement for the Daggett Drive premises being signed concurrently herewith.

3. Continuing Obligation

Except as expressly set forth in this Amendment, all terms and conditions of the Lease remain in full force and effect, and all terms and conditions of the Lease are incorporated herein as though set forth at length.

4. Effect of Amendment

This Amendment modifies the Lease. In the event of any conflict or discrepancy between the Lease and/or any other previous documents between the parties and the provisions of this Amendment, then the provisions of this Amendment shall control. Except as modified herein, the Lease shall remain in full force and effect.

5. Authority

Each individual executing this Amendment on behalf of Tenant represents and warrants that he or she is duly authorized to and does execute and deliver this Amendment pursuant to express authority from Tenant pursuant to and in accordance with the By-Laws and the other organic documents of the corporation.

6. Brokerage Commissions

Neither party has been represented by a real estate broker in regard to the transaction represented by this Amendment, and no brokerage commissions or finder’s fees are due in regard to the transaction. Tenant will hold Landlord harmless and indemnify Landlord against any claim, loss, or damage, including reasonable attorney’s fees, in regard to a brokerage commission or finder’s fee claim by a broker or finder under contract with or working with Tenant. Landlord will hold Tenant harmless and indemnify Tenant against any claim, loss, or damage, including reasonable attorney’s fees, in regard to a brokerage commission or finder’s fee claim by a broker or finder under contract with or working with Landlord.


First Amendment To Lease		Page 2 of 3

7. Entire Agreement

The Lease, as modified by this Amendment, constitutes and contains the entire agreement between the parties in regard to the real property leased pursuant to the Lease, and there are no binding agreements or representations between the parties except as expressed in said documents in regard to the Premises and the Lease. Tenant acknowledges that neither Landlord nor Landlord’s Agents have made any legally binding representations or warranties as to any matter except for such matters which are expressly set forth herein, including any representations or warranties relating to the condition of the Premises or the improvements thereto or the suitability of the Premises or the Project for Tenant’s business. Tenant and Landlord also acknowledge that they are concurrently executing a Termination Agreement regarding other space, and that the terms thereof are binding between the parties notwithstanding anything set forth herein.


LANDLORD

BRE/PCCP ORCHARD, L.L.C. a Delaware limited liability company

By:		ORCHARD 702/703 Investors, LLC a Delaware limited liability company, its Managing Member

By:		/s/ Michael J. Biggar
		Michael J. Biggar Managing Member

Dated: November 22, 2002

TENANT

Lightwave Microsystems Corporation, a Delaware corporation

By:		/s/ John A Midgley
		John A Midgley C.E.O.
		[Name, Capacity, Title]

Dated: November 22, 2002


First Amendment To Lease		Page 3 of 3

SECOND AMENDMENT TO LEASE

This Second Amendment to Lease (the “Amendment”) is dated as of December 15, 2003, for reference purposes only, and is made between BRE/PCCP Orchard L.L.C., a Delaware limited liability company (“Landlord”) and Lightwave Microsystems Corporation, a Delaware corporation (“Tenant”) with reference to the following facts and circumstances, which are conclusively agreed between the parties:

A. Landlord and Tenant are parties to a lease dated for reference purposes as of April 7, 1999, including a First Addendum thereto (referred to herein as the “Lease”) and a First Amendment to Lease dated as of November 8, 2002. Landlord is the successor in interest to Silicon Valley Properties, LLC, a Delaware limited liability company, which was the original landlord under the Lease. All capitalized words having an assigned meaning in the Lease shall continue to have such meaning in this Amendment unless explicitly modified.

B. Pursuant to certain considerations granted by Landlord to Tenant at Tenant’s request, Landlord and Tenant wish to express certain amendments to their agreements.

1. Conditional Rent Deferral

A. Conditioned on Tenant’s continued timely performance of all financial obligations under the Lease as modified hereby, Landlord agrees that Tenant may defer payment of up to one half (50%) of the Base Monthly Rent on the Premises due for December, 2003 and January through May, 2004 under the following terms and provisions. The difference between the amount of Base Monthly Rent due under the Lease and the amount actually paid for December, 2003 and January through May, 2004 is referred to herein as the “Deferred Amounts”.

B. Tenant is required to make timely payment of the portion of the Base Monthly Rent which is not so deferred, which portion shall be no less than one half (50%) of the Base Monthly Rent for each such month.

C. Tenant is granted only the right to defer the Deferred Amounts, and the Deferred Amounts are not forgiven or released.


Second Amendment To Lease		Page 1 of 4

D. Tenant shall pay to Landlord upon all Deferred Amounts an additional amount of rent equal to Ten Percent (10%) per year on each Deferred Amount, calculated on a period from the date the Deferred Amount was due under the Lease provisions to the date it is actually paid. Said sums shall be payable on or before May 31, 2004.

E. All Deferred Amounts, including the additional rent payable under Subparagraph D above, shall be paid to Landlord on or before May 31, 2004. Failure to do so constitutes an Event of Default (as defined in Paragraph 13.1 of the Lease) without notice or opportunity to cure.

F. Tenant may prepay all or any part of the Deferred Amounts at any time prior to May 31, 2004, provided that any such prepayment shall include the additional rent amount calculated as set forth in Subparagraph D above on the Deferred Amounts being prepaid.

G. If there is a failure of the condition of full and timely performance of Tenant’s financial obligations under the Lease by Tenant’s failure to make any payment required under the Lease in full and on time as set forth therein, without regard to any grace periods or periods of notice or opportunity to cure, then without further notice or opportunity to cure, all Deferred Amounts (plus additional rents payable on such Deferred Amounts as set forth in Subparagraph D) shall be then and immediately due and payable in full and the failure to pay all such Deferred Amounts and Subparagraph D amounts at such time shall be, without further notice or opportunity to cure, an Event of Default (as defined in Paragraph 13.1 of the Lease) under the Lease.

H. As of June 1, 2004 and for all following months, there is no right of rent deferral and the Base Monthly Rent shall be paid in full and on time.

2. Extension of Lease Term

For each month from December, 2003 to May, 2004, in which Tenant does not pay the full Base Monthly Rent as set in the Lease, but rather elects to defer some of the Base Monthly Rent, the Lease Term will be extended one month, on all the terms and conditions of the Lease as modified hereby, and at the rate of Base Monthly Rent payable in the last month of the Lease Term.


Second Amendment To Lease		Page 2 of 4

3. Operating and Other Expense Payments.

Tenant shall have no right to pay less than One Hundred Percent (100%) of the operating expenses, common area expenses, taxes, insurance, management fees, and other expenses due on the Premises (and any such matters which are calculated based on Monthly Base Rent shall be calculated under the total Monthly Base Rent (without regard to any Deferred Amount), and there shall be no right to defer any such expenses and no diminishment of such expenses in connection with the deferall of Monthly Base Rent.

4. Continuing Obligation

5. Effect of Amendment

6. Authority

7. Brokerage Commissions


Second Amendment To Lease		Page 3 of 4

8. Entire Agreement

The Lease, as modified by this Amendment, constitutes and contains the entire agreement between the parties in regard to the real property leased pursuant to the Lease, and there are no binding agreements or representations between the parties except as expressed herein. Tenant acknowledges that neither Landlord nor Landlord’s Agents have made any legally binding representations or warranties as to any matter except for such matters which are expressly set forth herein, including any representations or warranties relating to the condition of the Premises or the improvements thereto or the suitability of the Premises or the Project for Tenant’s business. Tenant and Landlord also acknowledge that they are concurrently executing a Termination Agreement regarding other space, and that the terms thereof are binding between the parties notwithstanding anything set forth herein.


LANDLORD

BRE/PCCP ORCHARD, L.L.C. a Delaware limited liability company

By:		ORCHARD 702/703 Investors, LLC a Delaware limited liability company, its Member

By:		/s/ Michael J. Biggar
		Michael J. Biggar Managing Member

Dated: December 15, 2003

TENANT

Lightwave Microsystems Corporation, a Delaware corporation

By:		/s/ TS Jenks
		T. Jenks CEO
		[Name, Capacity, Title]

Dated: December 15, 2003


Second Amendment To Lease		Page 4 of 4

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE is dated for reference purposes only as March 13, 2007, and is part of that Lease dated for reference purposes as of April 7, 1999 together with the Summary of Basic Lease Terms, the First Addendum To Lease, and the Acceptance Agreement thereto, as amended by the First Amendment to Lease dated for reference purposes as of November 22, 2002 and the Second Amendment to Lease dated for reference purposes as of December 15, 2003 (collectively, the “Lease”) by and between BRE/PCCP Orchard, LLC, a Delaware limited liability company (“Landlord”), and Neophotonics Corporation, a Delaware corporation (“Tenant”), and is made with reference to the following facts:

A. The original tenant under the Lease was Lightwave Microsystems Corporation, a California corporation (“Lightwave”). Tenant is the parent corporation of Lightwave and successors-in-interest of the Lease. The original Landlord under the Lease was Silicon Valley Properties, LLC, a Delaware limited liability company (“SVP”).

B. The Premises currently rented by Tenant pursuant to the Lease consist of 39,314 square feet of free-standing building located at 2911 Zanker Road, San Jose, County of Santa Clara, California (the “Existing Premises”).

C. Landlord is the owner of the Existing Premises as successor in interest to SVP. Landlord is also the owner of other premises comprising 24,212 square feet of a larger free standing building located at 101 East Daggett Drive, City of San Jose, County of Santa Clara, California (the “New Premises”), as shown on Exhibit A attached hereto and made a part hereof. Tenant’s total square footage for the Project will be 63,526 square feet after the Commencement Date for the New Premises.

D. The Lease Term for said Premises currently expires on October 31, 2007. Tenant and Landlord have agreed to extend the Lease Term to October 31, 2012.

E. Tenant and Landlord wish to amend the Lease on the Terms and Conditions set forth in this Second Amendment to Lease.

NOW, THEREFORE, Landlord and Tenant hereby agree that the Lease Terms are amended as follows:

1. Lease Term: Section J is hereby amended to provide that the Lease Term shall be extended through and including October 31, 2012.

2. Delivery of Possession; Early Occupancy: Tenant is and will continue to be in possession of the Existing Premises. Upon (a) full execution of this Amendment; and (b) Tenant’s presentation of the required insurance certificates, Landlord shall allow Tenant immediate early occupancy of the New Premises, which early occupancy shall continue to the first to occur of (a) July 1, 2007 or (b) the date that the Tenant Improvements are substantially completed or (c) the date on which Tenant opens for business in the space (the “Early Occupancy Period”), subject to the following terms and provisions:

A. Occupancy of the New Premises during the Early Occupancy Period shall be subject to all of the terms, covenants and conditions of the Lease, provided, however, that Base Rent shall not be charged nor payable during the Early Occupancy Period.

B. Early occupancy shall be for the purposes of constructing Tenant Improvements, installing and assembling furniture, communication cabling, computer cabling, and the phased relocation of existing operations, but not for the purpose of opening for business. If Tenant opens for business in the New Premises prior to the date Tenant Improvements are substantially completed and prior to July 1, 2007, then the date of opening shall be the Commencement Date for the New Premises notwithstanding any other provision hereof.

Landlord will provide to Tenant prior to occupancy a BOMA measurement of the New Premises by an architect selected by Landlord; if the measurement is different than that set forth herein, the Base Rent and Tenant Improvement Allowance for the New Premises will be adjusted accordingly.

3. Commencement Date: The “Commencement Date” for the New Premises shall be the first to occur of (a) July 1, 2007 or (b) the date that the Tenant Improvements are substantially completed or (c) the date that Tenant opens for business in the New Premises, whichever comes first.

4. Base Monthly Rent: Other provisions on Base Rent shall remain as they are, but commencing March 1, 2007 and for the remainder of the Term, Section K of the Lease (Summary of Basic Lease Terms) is hereby amended to provide for Tenant to pay Base Monthly Rent as follows:


Term	2911 Zanker Base Rent $/SF/Month		Monthly Rent		101 E. Daggett Base Rent $/SF/Month		Monthly Rent		Total Monthly Base Rent
Term	2911 Zanker Base Rent $/SF/Month		Monthly Rent		101 E. Daggett Base Rent $/SF/Month		Monthly Rent		Total Monthly Base Rent
3/1/07 to 6/30/07	$	1.0170	$	39,985.59		Under Construction			$	39,985.59
7/1/07 to 1/31/08 *	$	1.0170	$	39,985.59		Free Base Rent		Free Base Rent	$	39,985.59
2/1/08 to 1/31/09	$	1.0390	$	40,870.15	$	0.8921	$	21,599.53	$	62,469.68
2/1/09 to 1/31/10	$	1.0620	$	41,781.26	$	0.9179	$	22,224.19	$	64,005.45
2/1/10 to 1/31/11	$	1.0860	$	42,719.00	$	0.9444	$	22,865.81	$	65,584.81
2/1/11 to 1/31/12	$	1.1110	$	43,686.28	$	0.9718	$	23,529.22	$	67,215.50
2/1/12 to 10/31/12	$	1.1360	$	44,681.87	$	1.0000	$	24,212.00	$	68,893.87

*	Period begins on Commencement Date, which may be earlier than 7/1/07 — see Section 3, Third Amt.

There shall be no Base Rent paid for the New Premises through January 31, 2008. However, Tenant shall pay Tenant’s Share of Operating Expenses from the Commencement Date forward.

5. Triple Net Lease: The above rents are on a “triple net” basis, under which Tenant shall pay as Additional Rent, in addition to Base Monthly Rent, the Tenant’s Share of Common Operating Expenses as defined in the Lease.

A. Tenant’s Share – Existing Premises: Tenant’s Share of the Building in which the Existing Premises are located shall continue to be 100%.

B. Tenant’s Share – New Premises: Tenant’s Share of the Building in which the New Premises are located shall be 59.91%.

C. Tenant’s Share – Project: Tenant’s Share of the Project shall be 25.53%.

6. Security Deposit: Tenant has on deposit with Landlord as a Security Deposit the sum of $436,000.00. That sum shall remain on deposit as the Security Deposit in regard to both the New and Existing Premises; provided, however, that it shall be allocated according to the square footage of the New and Existing Premises and applied or refunded (per the Lease terms) in such proportion with regard to either Premise where the term expires in the event that either, but not both, the New or Existing Premises’ lease term expires. Notwithstanding the foregoing, however, provided Tenant is not in default under this Lease, Landlord agrees to reduce the Security Deposit to $136,773.74 (the last two months of rent under the Lease as amended) and refund the balance, upon the achievement by Tenant of the following financial milestone: Upon Tenant achieving a financial milestone in which Tenant’s net operating income over any four (4) consecutive quarters equals or exceeds a minimum of $20,000,000.00, provided that Tenant shall also have been profitable during three of said four quarters. “Net operating income” means net operating income derived from continuing operations, and both net operating income and profitability shall be as disclosed in Tenant’s audited financial statements.

In the event that Tenant is acquired or merges with another entity (a New Entity) and the New Entity assumes the lease obligation or guarantees the lease obligation, then in such an event, the financial milestone herein could be met as a function of the profitability of the New Entity.

7. Option to Extend Lease Term: Landlord hereby grants to Tenant a single option to extend the Lease Term for either or both the Existing Premises and the New Premises, for one further term which is three (3) years in length, commencing on November 1, 2012 and continuing through October 31, 2015 (the “Extended Term”), under the following terms and conditions:

A. Exercise Dates: In order to exercise an option, Tenant must give Landlord notice in writing of its exercise of the option no earlier than three hundred sixty five (365) days before the date the Lease Term would end but for said exercise (the

“Earliest Exercise Date”) and no later than two hundred seventy (270) days before the date the Lease Term would end but for said exercise (the “Last Exercise Date”). Any attempted exercise of an option outside of the period between the Earliest and Last Exercise Dates shall be of no force or effect.

B. Conditions to Exercise of Option: Tenant’s right to exercise the option to extend is conditioned upon and subject to each of the following:

(1) In order to exercise its option to extend, Tenant must give written notice of such election to Landlord on or after the Earliest Exercise Date and Landlord must receive same on or before the Last Exercise Date. Failure to timely exercise an option in compliance with all terms and requirements here of shall automatically and without further action by Landlord terminate that option and all subsequent options.

(2) In addition to any other written notice requirements pursuant to this Lease, Tenant must give notice of exercise of an option to extend to (a) any management company currently managing the Premises for Landlord of which Tenant has notice and (b) the address to which Tenant currently sends its Base Monthly Rent.

(3) As used in this Subsection B, the Tenant is “in Default” if Tenant has committed an uncured Event of Default (as defined in the Lease) on the applicable date (and in the case of an Event of Default where the Lease specifies an applicable notice and cure period, the Event of Default shall occur only after Tenant fails to cure the default within the specified cure period after the specified notice has been given).

(4) Tenant shall have no right to exercise an option if Tenant is in Default on the date of exercise of the option.

(5) It is a condition subsequent to the valid exercise of an option that Tenant shall not be in Default on the date on which the Lease would terminate absent exercise of the option, and if Tenant is in Default on such date, then Tenant shall have no right, title, or interest in the Lease or the Premises during the Extended Term and all such rights shall be deemed revoked, and no Extended Term shall be deemed to have been created by the notice of exercise of option.

(6) The period of time within which an option may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise an option because of any of the preceding provisions of this Paragraph.

(7) By giving notice of exercise of an option, Tenant warrants and agrees that Tenant is fully familiar with the Premises, has had the opportunity to inspect and test the Premises, and accepts the Premises for any Extended Term in their “AS-IS” condition, with all latent and patent faults, without warranty or obligation on the part of Landlord to provide or pay for any interior improvements or tenant improvement allowances.

C. Creation of Extended Term: Upon the timely exercise of the option to extend and the commencement of the extended Term, all references in the Lease to the Term shall be considered to mean the Extended Term as created by the exercise of the option. For the Extended Term, Tenant shall not be entitled to any free rent periods, early occupancy periods, or tenant improvement construction or allowance.

D. Options Personal; Requires Full Occupancy: The option is personal to the Tenant, and cannot be assigned to or exercised by anyone other than the Tenant or a person or entity which takes the Lease by way of a Permitted Transfer as defined in Section 14.1F of the Lease. The option cannot be exercised at a time when any of the Premises are occupied by a subtenant or assignee except a subtenant or assignee which holds all or part of the Premises as a result of a Permitted Transfer; likewise, if between exercise of the option and the date that the Extended Term begins, the Tenant subleases or assigns other than in a Permitted Transfer, the exercise shall be void and no Extended Term shall be created.

E. Rent During Extended Term: Upon the timely and valid exercise of an option to extend, the Base Monthly Rent for the Extended Term shall be the greater of (i) the lesser of Base Monthly Rent at One Dollar ($1.00) per square foot or One Hundred Percent of the Base Monthly Rent for the last full month of the term prior to the Extended Term created by exercise of the option or (ii) One Hundred Percent (100%) of the then fair market rent determined as of the commencement of the Extended Term in question based upon like buildings used for office and R&D (no value given to the fab installed by Tenant) in the area located within two miles of the Premises (in each case, including such periodic increases as the parties agree or the appraisers determine to be a part of fair market monthly rent). If the parties are unable to agree in writing on the fair market monthly rent including any increases for the Premises for the Extended Term at least ninety (90) days prior to the commencement of the Extended Term, then the fair market monthly rent shall be determined by binding appraisal conducted pursuant to the terms and provisions of Subparagraph F hereof.

F. Appraisal: If the parties cannot agree on the fair market monthly rent for the Extended Term, then such fair market monthly rent shall be determined by one or three licensed real estate appraisers, all of whom shall be members of the American Institute of Real Estate Appraisers with not less than five (5) years experience appraising real property (other than residential or agricultural property) located in Santa Clara County, California, in accordance with the following procedures:

(1) The party demanding an appraisal (the “Notifying Party”) shall notify the other party (the “Non-Notifying Party”) thereof by delivering a written demand for appraisal in accordance with the notice requirements for exercise of option as set forth above. This demand, to be effective, must give the name, address, and qualifications of an appraiser selected by the Notifying Party. Within ten (10) days of receipt of said demand, the Non-Notifying Party shall select its appraiser and notify the Notifying Party, in writing, of the name, address, and qualifications of an appraiser

selected by it. Failure by the Non-Notifying Party to select a qualified appraiser within said ten (10) day period shall be deemed a waiver of its right to select a second appraiser, and the appraiser selected by the Notifying Party shall proceed to reach an opinion on the fair market rent of the Premises for the Extended Term under the principles set forth herein, and shall, by a simple letter executed by said sole appraiser, forthwith notify both Landlord and Tenant of the amount set by such appraisal.

(2) Provided two appraisers are appointed, the appraisers so selected shall meet in San Jose, California, not later than twenty (20) days following the date on which the second appraiser is selected. At said meeting the appraisers so selected shall attempt to determine the fair market monthly rent for the Premises for the Extended Term in question (including the timing and amount of any periodic increases).

(3) If the appraisers so selected are unable to complete their determinations in one meeting, they may continue to consult at such times as they deem necessary for a fifteen (15) day period from the date of the first meeting, in an attempt to reach agreement. If, at the initial meeting or at any time during said fifteen (15) day period, the appraisers so selected agree on the fair market rent of the Leased Premises, such agreement shall be determinative and binding on the parties hereto, and the appraisers shall, in simple letter form executed by the agreeing appraisers, forthwith notify both Landlord and Tenant of the amount set by such agreement.

(4) If the appraisers do not so agree within said fifteen (15) day period, then each appraiser shall, within five (5) days after the expiration of said fifteen (15) day period, submit his independent appraisal in simple letter form to Landlord and Tenant stating his determination of the fair market rent of the Premises for the Extended Term in question. Then within five (5) days after the fifteen (15) day period referenced above, the two (2) appraisers so selected shall appoint a third appraiser. If the two appraisers fail to select a third qualified appraiser, the third appraiser shall be selected by the then Presiding Judge of the Superior Court of the State of California the County of Santa Clara on the application of any party. The third appraiser shall then, within ten (10) days, select one of the two determinations of the two appraisers and that determination will be the fair market rent for the Premises.

(5) Nothing contained herein shall prevent Landlord and Tenant from jointly selecting and agreeing in writing upon a single appraiser to determine the fair market rent of the Premises, in which event the written determination of such appraisal shall be conclusively deemed the fair market rent of the Premises.

(6) Each party shall bear the fees and expenses of the appraiser selected by it. The fees and expenses of the third appraiser (or the joint appraiser if one joint appraiser is used) shall be borne fifty percent (50%) by Landlord and fifty percent (50%) by Tenant.

(7) If fair market rent has not been determined by agreement or appraisal as of the first day of the Extended Term, the temporary Base Monthly Rent for the Extended Term shall be equal to the Minimum Rent in effect upon the expiration of the original Term. Upon determination of the new Base Monthly Rent, the temporary Base Monthly Rent shall be retroactively adjusted and Tenant shall pay Landlord any underpayment within thirty (30) days of such determination.

F. Extinguishment Of All Other Options: The extension in the Term of the Lease granted by this Amendment and the foregoing option to extend the Term for a further three (3) years are in lieu of all other options previously granted, and therefore, all other options to extend or renew are void and of no further force or effect.

G. Cancellation of Option: Landlord shall have the right to cancel this Option to Extend Lease Term and the Right of First Refusal contained in the following Section, for the purpose of redevelopment of the Project by giving the Tenant written notice of such cancellation at least fifteen (15) months prior to the date on which the Lease would expire if no option is exercised by Tenant. In addition to such notice, Landlord will confer informally if contacted by Tenant in regard to Landlord’s plans and intention regarding such cancellation, at or before the date which is eighteen (18) months prior to the date on which the Lease would expire if no option is exercised by Tenant; provided, that no indication by Landlord in that informal discussion shall be binding upon Landlord. Upon the giving of such notice, the Option and the Right of First Refusal will be of no further force or effect. Redevelopment shall be defined as the demolition of all or substantially all of an entire Building for the purpose of redevelopment. The notice of cancellation may be given as to one or both of the Premises. If Landlord issues a notice of cancellation under this section, then upon the end of the Lease Term, Landlord shall reimburse Tenant for a portion of Tenant’s own Tenant Improvement Costs, not reimbursed by Landlord, which were expended by Tenant on or before March 31, 2008, and which were (if only one of the Premises is affected by the notice of cancellation) expended on the Premise as to which the cancellation is being noticed. The amount of reimbursement shall be determined by multiplying the total unreimbursed Tenant Improvement Costs of Tenant by 36/104 (being the months of use that the Tenant would lose by the cancellation of the Extended Term that would have been created by the exercise of the option). The amount of such reimbursement shall not under any circumstances exceed $375,000.00. Tenant’s duty to restore or repair a particular Premise on expiration or termination of the Lease shall be forgiven as to any Building that will be torn down, but solely to the extent that such restoration or repair would not provide any substantial benefit to Landlord, and not including any obligations relating to Hazardous Materials or closure of any Hazardous Materials sites or permits.

8. Right of First Refusal to Lease Additional Space:

A. Grant and Right of First Refusal: Landlord hereby grants to Tenant a right of first refusal to lease the “First Refusal Space”, which consists of the remaining portion of the Building in which the Premises are located on the terms contained in this Paragraph, being a space of 16,201 square feet. Tenant acknowledges that it has been advised by Landlord prior to execution of this Lease that the said space is now subject to an executed letter of intent for a five (5) year lease. Landlord may complete the negotiations for and enter into the said Lease for the First Refusal Space without offering it to Tenant.

B. Notice of Intent to Lease: If Landlord has a bona fide offer (which may include an executed non-binding letter of intent) to lease the First Refusal Space or a portion thereof to a prospective tenant at any time after the Effective Date of this Lease and before the expiration or earlier termination of this right of first refusal, and Landlord proposes to accept the offer, then Landlord shall notify Tenant in writing (the “First Refusal Notice”). The First Refusal Notice shall include a specification of the rental and economic terms on which the Landlord is prepared to accept the offer.

C. Exercise of Right of First Refusal: If Tenant, within three (3) days after Landlord gives the First Refusal Notice (the “First Refusal Period”), agrees in writing (the “Acceptance Notice”) to lease the Offered Space, then Landlord and Tenant shall enter into an Amendment to this Lease (the “Amendment”) whereby the Offered Space shall be leased to Tenant on the terms and conditions set forth below. The giving of the Acceptance Notice shall create a binding contract of lease between the parties, and either party’s subsequent refusal to sign the Amendment shall not void such contract. The lease of the First Refusal Space shall be on all of the terms and conditions of this Lease as amended, and shall be coterminous with this Lease (notwithstanding that the offeror has proposed a shorter or longer term, and the rental rate specified in the First Refusal Notice. If at the time of giving the Acceptance Notice, Tenant has any remaining option to extend the lease on the Premises, said option shall be deemed to apply also to the First Refusal Space, and under those circumstances, Tenant must exercise such option for all of the space, that is, the Premises and the First Refusal Space, or none at all.

D. Landlord’s Right to Lease: If Tenant does not give written notice of agreement to lease the Offered Space on the terms contained in the First Refusal Notice within the First Refusal Period, then Landlord shall have the right to lease the Offered Space to any party and on any terms, but not for less than Ninety Five Percent (95%) of the base rental rate specified in the First Refusal Notice.

E. Termination: The right granted to Tenant in this Paragraph is personal to Tenant, and may not be assigned by Tenant to any third party, either alone or in conjunction with an assignment of this Lease or a sublease of all or any part of the Premises except a Permitted Transfer. The provisions of this paragraph shall terminate upon the earliest of the following to happen: (i) the expiration or earlier termination of the Lease, (ii) any assignment by Tenant of its interest in this Lease except a Permitted Transfer, (iii) any subletting by Tenant of substantially all of the Premises for substantially all of the remainder of the Lease Term, (iv) the termination of this right by default as set forth in Subparagraph F. below, or (v) if Tenant refuses to lease the First Refusal Space within the First Refusal Period after being given a First Refusal Notice.

F. Termination By Default: The rights of Tenant under this Paragraph shall not be effective at any time when Tenant has committed any Event of Default specified as such in this Lease. If Tenant, with the agreement of Landlord, shall nevertheless cure such default, then the rights provided hereunder shall be reinstated,

but any transaction to lease any or all of the First Refusal Space entered into by Landlord during such period of default shall be valid and Tenant shall have no further Right of First Refusal as to any such space leased or agreed to be leased by Landlord while Tenant is in default.

G. No Right Of First Refusal For Renewal Or Extension Space: The right granted to Tenant by this Paragraph shall not arise on account of or in connection with the renewal or extension of the term of any lease, rental agreement, or storage agreement affecting all or any portion of the First Refusal Space, whether such is under an option or right provided in a lease or is entered into by negotiation.

9. Parking Ratio: Tenant’s Allocated Parking Stalls at the Existing Premises shall remain the same as per the Lease. Tenant shall be allocated 92 further parking stalls at the New Premises.

10. Tenant Improvements and Allowance. Landlord shall provide Tenant with a Tenant Improvement Allowance for each of the Premises as set forth below at no additional charge to Tenant.

A. Amount of Tenant Improvement Allowances. Tenant shall be granted (1) an Existing Premises Tenant Improvement Allowance of up to $196,570.00 for use in regard to the Existing Premises; and (2) a New Premises Tenant Improvement Allowance of up to $10.00 per rentable square foot of space in the New Premises, for use in regard to the New Premises. The Tenant Improvement Allowances may be combined by Tenant and used as it sees fit between the Existing Premises and the New Premises.

B. Limits on Uses of Allowance. The Tenant Improvement Allowance shall be used in Tenant’s discretion but solely for design and construction of permanent improvements to the Premises (including architectural, engineering, and permit costs), and shall not be used for the purchase of any personal property, furniture, fixtures, or equipment (including cabling and IT devices), nor for the construction or installation of any signage or parking lot signage and markings. The Tenant Improvement Allowance shall be available solely for the purposes set forth herein, and any such funds not drawn by Tenant for these purposes shall be and remain the sole property of Landlord. Funds must be drawn from the Tenant Improvement Allowance not later than March 31, 2008 or such funds shall revert permanently to Landlord.

C. Construction of Tenant Improvements. Tenant will take responsibility for and construct the Tenant Improvements set forth and described in Exhibit B hereto, subject to the following limitations:

(1) Landlord will have the right to review and approve all plans and activities relating to construction in the Premises or on the Property. Landlord’s review and oversight will be solely for Landlord’s protection, and Landlord does not and will not owe any duties to Tenant relating to the quality, legality, or any other matter relating to the design, purchase, installation, or construction of the Tenant

Improvements. Tenant waives and gives up any and all claims against Landlord arising out of Landlord’s oversight or failure to provide oversight of the construction process as to the Tenant Improvements. Landlord shall charge a oversight and supervision fee in the amount of Two Percent (2%) of hard construction costs, not to exceed $25,000. However, if Orchard Commercial Construction, Inc., serves as the general contractor for the Tenant Improvements, the oversight and supervision fee will be waived. Such fee may be paid to Landlord from the Tenant Improvement Allowance.

(2) Landlord will have the right to approve the general contractor and all plans, specifications, and working drawings. Tenant shall not start construction until it has presented to Landlord a set of plans and specifications that were approved by Landlord and the city having jurisdiction over the Premises, an issued building permit for construction, and insurance certificates in amounts and with coverages satisfactory to Landlord to protect its interests during construction. If Tenant determines that building permits are not needed for particular construction, then Tenant may proceed, but shall act solely at its own risk in this regard.

(3) The construction of the Tenant Improvements shall be conducted by Tenant in accord with all applicable laws and regulations, in accord with the City-approved plans, specifications, and working drawings as approved by Landlord (as modified by any change orders approved by Landlord and Tenant pursuant to the provisions of this Agreement which have also been approved by the City), and in a first class, reasonable, and workmanlike manner, without negligence. All materials and equipment furnished shall be fully paid for and be free of liens, chattel mortgages, and security interests of any kind, new, and in good condition.

(4) Landlord’s approvals required in this Section will not unreasonably be withheld or delayed by Landlord.

(5) Tenant shall pay all taxes and fees arising from the construction of the Tenant Improvements (but to the extent available, the Tenant Improvement Allowance may be used to fund such payments). If there are any taxes or tax increases charged to Landlord because of the construction of the Tenant Improvements, all of these taxes (even if based in part on the value of the “shell” previously constructed by Landlord) shall be paid by Tenant or reimbursed to Landlord by Tenant on tender of Landlord’s statement for such expenses, except that if the taxes or increased taxes are property taxes, they shall be dealt with under the Lease terms relating to Operating Expenses.

(6) Tenant is responsible to insure that the Tenant Improvements comply in all respects with the requirements of the Americans with Disabilities Act. Tenant agrees that it will take responsibility for and hold Landlord harmless and defend Landlord with regard to any later claim by any party or third party that the Tenant Improvements do not comply with the Americans with Disabilities Act. If Tenant’s construction activities trigger or cause the requirement of any improvements or installations or changes within or outside the Premises, Tenant shall take responsibility for and pay for such matters.

(7) Landlord shall not be required to approve any Tenant Improvements that: (i) do not conform to applicable government regulations or Laws or are disapproved by any governmental agency having jurisdiction; (ii) overload the floors of the Premises or the Building; or (iii) are, in Landlord’s reasonable judgment, of a nature or quality inconsistent with the nature and quality of the remainder of the Premises or the Building. However, Tenant shall not be required to remove the Tenant Improvements at the expiration or earlier termination of the Lease. By approving the Plans, Landlord does not warrant or represent that they are in compliance with the Americans with Disabilities Act or other Laws.

(8) When the Tenant Improvements are substantially complete, Landlord and Tenant shall conduct an inspection of the Tenant Improvements. After such inspection has been completed, each party shall sign a “punch list” comprised of items which the parties agree are to be corrected. The Tenant shall cause all such corrections to be made, and shall demonstrate to Landlord by reinspection, within thirty (30) days, that such has been done. Notwithstanding anything contained herein, Tenant’s obligation to pay the Base Monthly Rent and the Additional Rent shall commence as provided in the Lease, regardless of the date of completion of the Tenant Improvements or the completion of inspection or punch list repairs.

(9) All of the Tenant Improvements shall become the property of Landlord upon installation and shall not be removed or altered by Tenant unless as a permitted alteration approved pursuant to Paragraph 5.2 of the Lease.

(10) As Tenant is undertaking responsibility for their construction, Tenant agrees that it will take and accept the Tenant Improvements with all faults, patent and latent. Landlord shall not have any duties with regard to condition or repair of the Tenant Improvements.

(11) Landlord makes no express or implied warranty with respect to the design, installation, construction, quality, condition, or operation of the Tenant Improvements.

(12) Tenant will obtain a standard one year construction warranty from its general contractor. Upon completion of the Tenant Improvements, Tenant will supply Landlord with “as-built” plans that are complete in all respects as to improvements and changes made to the Building by or on behalf of Tenant. Upon surrender of possession of the Premises, Tenant will assign to Landlord all rights under any and all contractor, supplier, materialman, or other warranties or contracts in regard to the condition and construction of the Tenant Improvements.

D. Condition of Premises; Warranty. Subject to this paragraph, Landlord shall provide, and Tenant shall accept the Existing and New Premises in their AS-IS condition, including paint and carpets, with all faults, latent and patent. Landlord warrants that (1) when possession of the New Premises is delivered to Tenant, and (2) on April 1, 2007 in the case of the Existing Premises, the HVAC, roof membrane,

electrical and plumbing systems will be in operating condition; provided, that such warranty shall apply only to any defects in such condition which is brought to Landlord’s attention in writing by May 1, 2007 in the case of the Existing Premises and within thirty (30) days after the New Premises Commencement Date, except as to the roof membrane which is within nine (9) months after the New Premises Commencement Date, and provided further, that Tenant’s sole remedy for any breach of this warranty of which Landlord has been timely notified shall be to require Landlord to repair the systems and equipment to bring it to a state of good working condition. Landlord agrees to power wash the outside of the building at the Existing Premises, and to paint areas that have noticeable stains that cannot be removed by power washing. Landlord agrees to demise the space as set forth in Exhibit A, and to extend the existing phone, data, vacuum, compressor, air, and nitrogen lines and connections between the Existing Premise and the Building in which the New Premises are located to a connection point to be designated by Tenant.

E. Reimbursement of Tenant Improvement Costs: Landlord shall reimburse Tenant for Tenant Improvement Costs for the Existing and New Premises up to the amount of the Tenant Improvement Allowance for each of the Premises, within thirty (30) days of Tenant’s submission of a certification that expenses for which Tenant is entitled to be reimbursed have been incurred, that the bills related thereto have been paid, and that a partial lien release has been received from the third party to whom the bill was owed. Tenant shall further provide Landlord with any information or documentation on such billings that Landlord shall reasonably request. Further, Tenant may submit to Landlord for payment the bills of third parties to whom such monies are owed, together with a partial lien release from such third party, for direct payment by Landlord to the third party within (30) days of Tenant’s submission of said third-party bills. To receive reimbursement, Tenant must submit costs not later than March 31, 2008.

F. Definition of Tenant Improvement Costs. As used herein, “Tenant Improvement Costs” shall mean and include the following as they relate to the Tenant Improvements: (i) all amounts paid to contractors for labor and materials furnished pursuant to any construction contract entered into by Tenant to construct the Tenant Improvements; (ii) the cost of all governmental approvals required as a condition to the construction of the Tenant Improvements (including all construction taxes or other fees or exactions by governmental agencies imposed in connection with the issuance of a building permit or otherwise relating to the construction of the Tenant Improvements, even if based in part on the value of the “shell” of the Building); (iii) all utility connection or use fees; (iv) fees of construction managers, general contractors, architects, engineers, and space planners for services rendered; (v) the cost of payment and performance bonds obtained to assure completion of the Tenant Improvements, and (vi) any and all other real property improvement costs incurred in connection with the Tenant Improvements.

11. Management Fees as Part of Common Operating Expenses: Section 8.2C of the Lease is amended to cap the amount of management fees which can be included in Common Operating Expenses at Three Percent (3%) of the Base Monthly Rent.

12. Signage: Subject to Landlord’s approval, not to be unreasonably withheld, to compliance with any deed restrictions applicable to the property, and to the approval of the municipality with jurisdiction over the location of the Premises, Tenant shall have the following signage rights:

A. New Premises Signage: At the New Premises, the Tenant shall be granted building signage on the front door and shall have the right to signage on the monument sign, to be shared with the tenant occupying the adjoining space in the Building in which the New Premises are located.

B. Existing Premises Signage: At the Existing Premises, the Tenant shall be granted building signage on the front door and shall have the right to exclusive signage on the monument sign.

C. Sign Cost: Tenant shall pay all expenses relating to installation and maintenance of all of its signs, shall remove said signs at the expiration or earlier termination of this Lease and restore the various sign areas to their condition prior to the erection or installation of the sign, and shall cause said signs to be maintained in good order and condition at all times during the Lease.

13. Asbestos: Landlord states that to its actual knowledge, without actual or deemed investigation, there is no asbestos at the New Premises. Tenant has been encouraged to perform its own investigation of this subject, and has done so to the extent Tenant deemed prudent.

14. Retained Real Estate Brokers: Staubach solely represents the Tenant in this transaction and CPS and Orchard Commercial, Inc. solely represent the Landlord in this transaction. Landlord will pay brokerage commissions as per its separate agreements with the Brokers (it being understood that CPS is only being paid a commission relating to the portion of this transaction which relates to the expansion into the New Premises).

15. Miscellaneous Amendments of the Lease Terms:

A. In the Summary of Basic Lease Terms: F. Building: is changed to include both 2911-2951 Zanker Road and 101 East Daggett Drive, San Jose, California; N. Permitted Use: is changed to strike “Planar Lightwave Circuit (“PLC”) ”)”; and O. Permitted Alterations Limit: is changed to $25,000.

B. In Section 5.4, strike in the third line “and the cost thereof is not reimbursable as a Common Operating Expense.”

C. In Section 11.2 Subsection E, Sixth line, the 5% is changed to 10%.

D. In regard to Section 4 of Addendum No. 1 (as well as the reference to such Section in Section 15.2 of the Lease), within one (1) year of execution hereof, Landlord will provide Tenant with a written statement of what Landlord believes are Tenant’s obligations thereunder; said statement shall be non-binding on Landlord, but no failure to restore or repair in violation of the requirements of Section 4 of Addendum No. 1 shall be a basis for a claim by Landlord that Tenant has not delivered possession for purposes of claiming that Tenant continues to have holdover rent obligations, unless such repair or restoration obligation is one that Landlord has included a reasonable description in its notice given within one year of execution as required above or in another written notice given at least one year before the expiration of the Lease.

16. Continuing Obligation: Except as expressly set forth in this Amendment, all terms and conditions of the Lease remain in full force and effect, and all terms and conditions of the Lease are incorporated herein as though set forth at length.

17. Effect of Amendment: This Amendment modifies the Lease. In the event of any conflict or discrepancy between the Lease and/or any other previous documents between the parties and the provisions of this Amendment, then the provisions of this Amendment shall control. Except as modified herein, the Lease shall remain in full force and effect.

18. Authority: Each individual executing this Amendment on behalf of Tenant represents and warrants that he or she is duly authorized to and does execute and deliver this Amendment pursuant to express authority from Tenant pursuant to and in accordance with the By-Laws and/or the other organic documents of the Tenant.

19. Entire Agreement: The Lease, as modified by this Amendment, constitutes and contains the entire agreement between the parties, and there are no binding agreements or representations between the parties except as expressed herein. Tenant acknowledges that neither Landlord nor Landlord’s Agents have made any legally binding representations or warranties as to any matter except for such matters which are expressly set forth herein, including any representations or warranties relating to the condition of the Premises or the improvements thereto or the suitability of the Premises or the Project for Tenant’s business.

SIGNATURES ON NEXT PAGE.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment to be effective as of the date first set forth above.


LANDLORD:		TENANT:

BRE/PCCP ORCHARD, LLC a Delaware limited liability company		NEOPHOTONICS CORPORATION a Delaware corporation

By:	Orchard 702/703 Investors, LLC	By:	/s/ TS Jenks TS Jenks/CEO
	a Delaware limited liability company, Its Member		[Print Name and Title]

By:	/s/ Michael Biggar	By:	/s/ I Lakhani VP Finance
	Michael Biggar		[Print Name and Title]
	Managing Member

Date: 4/6/07		Date: 3/30/07

EX-10.7 12 dex107.htm LOAN AND SECURITY AGREEMENT Loan and Security Agreement

Exhibit 10.7

LOAN AND SECURITY AGREEMENT

NEOPHOTONICS CORPORATION

LOAN AND SECURITY AGREEMENT

This LOAN AND SECURITY AGREEMENT is entered into as of December 20, 2007, by and between Comerica Bank (“Bank”) and NeoPhotonics Corporation (“Borrower”).

RECITALS

Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.

AGREEMENT

The parties agree as follows:

1.	DEFINITIONS AND CONSTRUCTION.

1.1

Definitions. As used in this Agreement, all capitalized terms shall have the definitions set forth on Exhibit A. Any term used in the Code and not defined herein shall have the meaning given to the term in the Code.

1.2

Accounting Terms. Any accounting term not specifically defined on Exhibit A shall be construed in accordance with GAAP and all calculations shall be made in accordance with GAAP. The term “financial statements” shall include the accompanying notes and schedules.

2.	LOAN AND TERMS OF PAYMENT.

2.1

Credit Extensions.

(a)

Promise to Pay. Borrower promises to pay to Bank, in lawful money of the United States of America, the aggregate unpaid principal amount of all Credit Extensions made by Bank to Borrower, together with interest on the unpaid principal amount of such Credit Extensions at rates in accordance with the terms hereof.

(b)

Advances Under Revolving Line.

(i)

Amount. Subject to and upon the terms and conditions of this Agreement (1) Borrower may request Advances in an aggregate outstanding amount not to exceed the lesser of the Revolving Line (which is inclusive of amounts outstanding under the Letter of Credit Sublimit), and (2) amounts borrowed pursuant to this Section 2.1(b) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1(b) shall be immediately due and payable. Except as otherwise provided in the LIBOR Addendum, Borrower may prepay any Advances without penalty or premium.

(ii)

Form of Request. Whenever Borrower desires an Advance, Borrower will notify Bank by facsimile transmission or telephone no later than 3:00 p.m. Pacific time (1:00 p.m. Pacific time for wire transfers), on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit C. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or

without instructions if in Bank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Bank shall be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Advances made under this Section 2.1(b) to Borrower’s deposit account.

(iii)

Letter of Credit Sublimit. Subject to the availability under the Revolving Line, and in reliance on the representations and warranties of Borrower set forth herein, at any time and from time to time from the date hereof through the Business Day immediately prior to the Revolving Maturity Date, Bank shall issue for the account of Borrower such Letters of Credit as Borrower may request by delivering to Bank a duly executed letter of credit application on Bank’s standard form; provided, however, that the outstanding and undrawn amounts under all such Letters of Credit (i) shall not at any time exceed the Letter of Credit Sublimit, and (ii) shall be deemed to constitute Advances for the purpose of calculating availability under the Revolving Line. Any drawn but unreimbursed amounts under any Letters of Credit shall be charged as Advances against the Revolving Line. All Letters of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form application and letter of credit agreement. Borrower will pay any standard issuance and other fees that Bank notifies Borrower it will charge for issuing and processing Letters of Credit. Notwithstanding anything to the contrary set forth herein, Borrower shall only request, and Bank shall only issue, Letters of Credit in favor of Standard Chartered Bank.

(iv)

Collateralization of Obligations Extending Beyond Maturity. If Borrower has not secured to Bank’s satisfaction its obligations with respect to any Letters of Credit by the Revolving Maturity Date, then, effective as of such date, the balance in any deposit accounts held by Bank and the certificates of deposit or time deposit accounts issued by Bank in Borrower’s name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates or accounts), shall automatically secure such obligations to the extent of the then continuing or outstanding and undrawn Letters of Credit. Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the Letters of Credit are outstanding or continue.

(c)

Equipment Advances.

(i)

Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrower in six tranches, Tranche A, Tranche B, Tranche C, Tranche D, Tranche E and Tranche F. Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Borrower may request Equipment Advances under Tranche B at any time from the first Business Day following the Tranche A Availability End Date through the Tranche B Availability End Date. Borrower may request Equipment Advances under Tranche C at any time from the first Business Day following the Tranche B Availability End Date through the Tranche C Availability End Date. Borrower may request Equipment Advances under Tranche D at any time from the first Business Day following the Tranche C Availability End Date through the Tranche D Availability End Date. Borrower may request Equipment Advances under Tranche E at any time

from the first Business Day following the Tranche D Availability End Date through the Tranche E Availability End Date. Borrower may request Equipment Advances under Tranche F at any time from the first Business Day following the Tranche E Availability End Date through the Tranche F Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances shall not exceed $4,000,000 and the aggregate outstanding amount of Equipment Advances under each of Tranche B, Tranche C, Tranche D, Tranche E and Tranche F shall not exceed $2,000,000 per Tranche. The aggregate outstanding amount of all Equipment Advances shall at no time exceed the Equipment Line and each Equipment Advance shall be in a minimum amount of $150,000. Each Equipment Advance shall not exceed 100% of the invoice amount of new equipment and software approved by Bank from time to time (which Borrower shall, in any case, have purchased (a) within 90 days of the date of the corresponding Equipment Advance, (b) between October 31, 2006 and March 19, 2007 (each, an “Initial Look Back Equipment Advance”) or (c) between March 20, 2007 and the Closing Date (each, a “Second Look Back Equipment Advance”); provided, that the aggregate amount of (i) the Initial Look Back Equipment Advances shall not exceed $1,600,000 at any time and (ii) the Second Look Back Equipment Advances shall not exceed $2,000,000 at any time), excluding taxes, shipping, warranty charges, freight discounts, installation expense and other soft costs. Notwithstanding the foregoing, the aggregate maximum amount of Equipment Advances used for software purchases and related installation fees shall not exceed $3,000,000 at any time.

(ii)

Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on April 20, 2008, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on July 20, 2008, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche C on the Tranche C Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on October 20, 2008, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche D on the Tranche D Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on January 20, 2009, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche E on the Tranche E Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on April 20, 2009, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche F on the Tranche F Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on July 20, 2009 and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche F Equipment Advances made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Notwithstanding the foregoing, (a) the Initial Look Back Equipment Advances shall be payable in eighteen (18) equal monthly installments of principal, plus all accrued interest,

beginning on January 20, 2008, and continuing on the same day of each month thereafter until paid in full or through the Equipment Maturity Date, whichever is the first to occur and (b) the Second Look Back Equipment Advances shall be payable in twenty-four (24) equal monthly installments of principal, plus all accrued interest, beginning on January 20, 2008, and continuing on the same day of each month thereafter until paid in full or through the Equipment Maturity Date, whichever is the first to occur. Equipment Advances, once repaid, may not be reborrowed. Except as otherwise provided in the LIBOR Addendum, Borrower may prepay any Equipment Advances without penalty or premium.

(iii)

When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C and the amount requested by Borrower shall be no less than $150,000. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed and any other documentation reasonably requested by Bank.

(d)

Term Loan.

(i)

Subject to and upon the terms and conditions of this Agreement, Bank agrees to make one term loan to Borrower on the Closing Date or as soon thereafter as is practical in an aggregate outstanding amount not to exceed $1,403,584.70 (the “Term Loan”), the proceeds of which shall be used to repay existing indebtedness of Borrower.

(ii)

Interest shall accrue from the Closing Date at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). The Term Loan shall be payable in 12 equal monthly installments of $116,965.39, plus all accrued interest, beginning on January 20, 2008, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loan made under this Section 2.1(d) shall be immediately due and payable. Any portion of the Term Loan, once repaid, may not be reborrowed. Except as otherwise provided in the LIBOR Addendum, Borrower may prepay any portion of the Term Loan without penalty or premium.

2.2

Reserved.

2.3

Interest Rates, Payments, and Calculations.

(a)

Interest Rates.

(i)

Advances. Except as set forth in Section 2.3(b), the Advances shall bear interest, on the outstanding daily balance thereof, at either the Prime Rate Option (as defined in the LIBOR Addendum) interest rate or the LIBOR Option (as defined in the LIBOR Addendum) interest rate, as set forth in the LIBOR Addendum.

(ii)

Equipment Advances. Except as set forth in Section 2.3(b), the Equipment Advances shall bear interest, on the outstanding daily balance thereof, at either the Prime Rate Option interest rate or the LIBOR Option interest rate, as set forth in the LIBOR Addendum.

(iii)

Term Loan. Except as set forth in Section 2.3(b), the Term Loan shall bear interest, on the outstanding daily balance thereof, at either the Prime Rate Option interest rate or the LIBOR Option interest rate, as set forth in the LIBOR Addendum.

(b)

Late Fee; Default Rate. If any payment is not made within 10 days after the date such payment is due, Borrower shall pay Bank a late fee equal to the lesser of (i) 5% of the amount of such unpaid amount or (ii) the maximum amount permitted to be charged under applicable law. All Obligations shall bear interest, from and after the occurrence and during the continuance of an Event of Default, at a rate equal to 5 percentage points above the interest rate applicable immediately prior to the occurrence of the Event of Default.

(c)

Payments. Interest hereunder shall be due and payable (i) on the seventeenth calendar day of each month during the term hereof with respect to Credit Extensions bearing interest at the Prime Rate Option and (ii) on the last day of the applicable LIBOR Period with respect to Credit Extensions bearing interest at the LIBOR Option. Bank shall, at its option, charge such interest, all Bank Expenses, and all Periodic Payments against any of Borrower’s deposit accounts or against the Revolving Line, in which case those amounts shall thereafter accrue interest at the rate then applicable hereunder. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder.

(d)

Computation. In the event the Prime Rate is changed from time to time hereafter, the applicable rate of interest hereunder shall be increased or decreased, effective as of the day the Prime Rate is changed, by an amount equal to such change in the Prime Rate. All interest chargeable under the Loan Documents shall be computed on the basis of a 360 day year for the actual number of days elapsed.

2.4

Crediting Payments. Prior to the occurrence of an Event of Default, Bank shall credit a wire transfer of funds, check or other item of payment to such deposit account or Obligation as Borrower specifies, except that to the extent Borrower uses the Advances to purchase Collateral, Borrower’s repayment of the Advances shall apply on a “first-in-first-out” basis so that the portion of the Advances used to purchase a particular item of Collateral shall be paid in the chronological order the Borrower purchased the Collateral. After the occurrence of an Event of Default, Bank shall have the right, in its sole discretion, to immediately apply any wire transfer of funds, check, or other item of payment Bank may receive to conditionally reduce Obligations, but such applications of funds shall not be considered a payment on account unless such payment is of immediately available federal funds or unless and until such check or other item of payment is honored when presented for payment. Notwithstanding anything to the contrary contained herein, any wire transfer or payment received by Bank after 12:00 noon Pacific time shall be deemed to have been received by Bank as of the opening of business on the immediately following Business Day. Whenever any payment to Bank under the Loan Documents would otherwise be due (except by reason of acceleration) on a date that is not a Business Day, such payment shall instead be due on the next Business Day, and additional fees or interest, as the case may be, shall accrue and be payable for the period of such extension.

2.5

Fees. Borrower shall pay to Bank the following:

(a)

Facility Fee. (i) On the Closing Date and each anniversary of the Closing Date, a fee equal to $19,500 with respect to the Revolving Line and (ii) on the Closing Date $25,500 with respect to the Equipment Line, all of which fees shall be nonrefundable; and

(b)

Bank Expenses. (i) On the Closing Date, all Bank Expenses incurred through the Closing Date; provided, however, that Borrower’s obligation to reimburse Bank for legal fees shall be limited to $11,000 so long as there is only one turn of the Loan Documents based on comments received from Borrower or any third party, and, (ii) after the Closing Date, all Bank Expenses, as and when they become due.

2.6

Term. This Agreement shall become effective on the Closing Date and, subject to Section 13.7, shall continue in full force and effect for so long as any Obligations remain outstanding or Bank has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, Bank shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately and without notice upon the occurrence and during the continuance of an Event of Default.

3.	CONDITIONS OF LOANS.

3.1

Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following:

(a)

this Agreement;

(b)

an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;

(c)

financing statements (Form UCC-1) for Borrower and each of its domestic Subsidiaries;

(d)

agreement to provide insurance from Borrower;

(e)

payment of the fees and Bank Expenses then due specified in Section 2.5;

(f)

current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral;

(g)

an audit of the Collateral, the results of which shall be satisfactory to Bank;

(h)

current financial statements, including company prepared consolidated balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request;

(i)

current Compliance Certificate in accordance with Section 6.2;

(j)

a Warrant in form and substance satisfactory to Bank;

(k)

Guaranties from each of Borrower’s domestic Subsidiaries;

(l)

a Security Agreement from each of Borrower’s domestic Subsidiaries;

(m)

an agreement to provide insurance from each of Borrower’s domestic Subsidiaries;

(n)

an officer’s certificate of each of Borrower’s domestic Subsidiaries with respect to incumbency and resolutions authorizing the execution and delivery of a Guaranty and a Security Agreement;

(o)

a payoff letter from each creditor whose loans to Borrower are being paid off with the proceeds of the Term Loan;

(p)

if the Shares are certificated, certificate(s) for the Shares, together with two instruments of assignment for each Share, duly executed in blank by Borrower;

(q)

a control agreement, in form and substance reasonably acceptable to Bank, governing the accounts maintained by Borrower at Morgan Stanley; and

(r)

such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

3.2

Conditions Precedent to all Credit Extensions. The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the following conditions:

(a)

timely receipt by Bank of the Payment/Advance Form as provided in Section 2.1; and

(b)

the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Credit Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2.

4.	CREATION OF SECURITY INTEREST.

4.1

Grant of Security Interest. Borrower grants and pledges to Bank a continuing security interest in the Collateral to secure prompt repayment of any and all Obligations and to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents. Except as set forth in the Schedule, such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in later-acquired Collateral. Borrower also hereby agrees to not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property. Notwithstanding any termination, Bank’s Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding.

4.2

Perfection of Security Interest. Borrower authorizes Bank to file at any time financing statements, continuation statements, and amendments thereto that (i) either specifically describe the Collateral or describe the Collateral as all assets of Borrower of the kind pledged hereunder, and (ii) contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower, if applicable. Any such financing statements may be signed by Bank on behalf of Borrower, as provided in the Code, and may be filed at any time in any jurisdiction whether or not Revised Article 9 of the Code is then in effect in that jurisdiction. Borrower shall from time to time endorse and deliver to Bank, at the request of Bank, all Negotiable Collateral and other documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and continue perfected Bank’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrower shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where Bank chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee, Borrower shall take such steps as Bank reasonably requests for Bank to (i) obtain an acknowledgment, in form and substance satisfactory to Bank, of the bailee that the bailee holds such Collateral for the benefit of Bank, or (ii) obtain “control” of any Collateral consisting of investment property, deposit accounts, letter-of-credit

rights or electronic chattel paper (as such items and the term “control” are defined in Revised Article 9 of the Code) by causing the securities intermediary or depositary institution or issuing bank to execute a control agreement in form and substance satisfactory to Bank. Borrower will not create any chattel paper without placing a legend on the chattel paper acceptable to Bank indicating that Bank has a security interest in the chattel paper. Borrower from time to time may deposit with Bank specific cash collateral to secure specific Obligations; Borrower authorizes Bank to hold such specific balances in pledge and to decline to honor any drafts thereon or any request by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the specific Obligations are outstanding.

4.3

Right to Inspect. Bank (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during Borrower’s usual business hours but no more than twice a year at Borrower’s expense, which expense shall not exceed $4,000 per year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, and appraise the Collateral in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral.

4.4

Shares. Borrower hereby pledges, assigns and grants to Bank a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. The certificate or certificates for the Shares, if any, will be delivered to Bank upon the Closing Date, accompanied by an instrument of assignment duly executed in blank by Borrower. Borrower will promptly, and in any event within five (5) days of issuance, deliver to Bank any certificate or certificates at any time issued after the Closing Date representing any Shares, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Shares and securities constituting Collateral. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares or other securities and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

5.	REPRESENTATIONS AND WARRANTIES.

Except as set forth on the Schedule, Borrower represents and warrants as follows:

5.1

Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing under the laws of the state or jurisdiction in which it is incorporated and qualified and licensed to do business in any state or jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

5.2

Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s Certificate of Incorporation or Bylaws, nor will they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.

5.3

Collateral. Borrower has rights in or the power to transfer the Collateral, and its title to the Collateral is free and clear of Liens, adverse claims, and restrictions on transfer or pledge except for Permitted Liens. All Collateral is located solely in the Collateral States. All Inventory is in all material respects of good and merchantable quality, free from all material defects, except for Inventory for which adequate reserves have been made. Except as set forth in the Schedule, none of the Collateral is maintained or invested with a Person other than Bank or Bank’s Affiliates.

5.4

Intellectual Property. Borrower is the sole owner of the Intellectual Property, except for licenses granted by Borrower to its customers in the ordinary course of business. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to cause a Material Adverse Effect.

5.5

Name; Location of Chief Executive Office. Except as disclosed in the Schedule, Borrower has not done business under any name other than that specified on the signature page hereof, and its exact legal name is as set forth in the first paragraph of this Agreement. The chief executive office of Borrower is located in the Chief Executive Office State at the address indicated in Section 10 hereof.

5.6

Litigation. Except as set forth in the Schedule, there are no actions or proceedings pending by or against Borrower or any Subsidiary before any court or administrative agency in which a likely adverse decision would reasonably be expected to have a Material Adverse Effect.

5.7

No Material Adverse Change in Financial Statements. All consolidated and consolidating financial statements related to Borrower and any Subsidiary that are delivered by Borrower to Bank fairly present in all material respects Borrower’s consolidated and consolidating financial condition as of the date thereof and Borrower’s consolidated and consolidating results of operations for the period then ended. There has not been a material adverse change in the consolidated or in the consolidating financial condition of Borrower since the date of the most recent of such financial statements submitted to Bank.

5.8

Solvency, Payment of Debts. Borrower is able to pay its debts (including trade debts) as they mature; the fair saleable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; and Borrower is not left with unreasonably small capital after the transactions contemplated by this Agreement.

5.9

Compliance with Laws and Regulations. Borrower and each Subsidiary have met the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. No event has occurred resulting from Borrower’s failure to comply with ERISA that is reasonably likely to result in Borrower’s incurring any liability that could have a Material Adverse Effect. Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940. Borrower is not engaged principally, or as one of the important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System). Borrower has complied in all material respects with all the provisions of the Federal Fair Labor Standards Act. Borrower is in compliance with all environmental laws, regulations and ordinances except where the failure to comply is not reasonably likely to have a Material Adverse Effect. Borrower has not violated any statutes, laws, ordinances or rules applicable to it, the violation of which would reasonably be expected to have a Material Adverse Effect. Borrower and each Subsidiary have filed or caused to be filed all tax

returns required to be filed, and have paid, or have made adequate provision for the payment of, all taxes reflected therein except those being contested in good faith with adequate reserves under GAAP or where the failure to file such returns or pay such taxes would not reasonably be expected to have a Material Adverse Effect.

5.10

Subsidiaries. Borrower does not own any stock, partnership interest or other equity securities of any Person, except for Permitted Investments and except as listed on the Schedule.

5.11

Government Consents. Borrower and each Subsidiary have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of Borrower’s business as currently conducted, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

5.12

Inbound Licenses. Except as disclosed on the Schedule, Borrower is not a party to, nor is bound by, any license or other agreement that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property.

5.13

Shares. Borrower has full power and authority to create a first lien on the Shares and no disability or contractual obligation exists that would prohibit Borrower from pledging the Shares pursuant to this Agreement. There are no subscriptions, warrants, rights of first refusal or other restrictions on, or options exercisable with respect to the Shares. The Shares have been and will be duly authorized and validly issued, and are fully paid and non-assessable. To the best of Borrower’s knowledge, the Shares are not the subject of any present or threatened suit, action, arbitration, administrative or other proceeding, and Borrower knows of no reasonable grounds for the institution of any such proceedings.

5.14

Full Disclosure. No representation, warranty or other statement made by Borrower in any certificate or written statement furnished to Bank taken together with all such certificates and written statements furnished to Bank contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such certificates or statements not misleading, it being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not to be viewed as facts and that actual results during the period or periods covered by any such projections and forecasts may differ from the projected or forecasted results.

6.	AFFIRMATIVE COVENANTS.

Borrower covenants that, until payment in full of all outstanding Obligations, and for so long as Bank may have any commitment to make a Credit Extension hereunder, Borrower shall do all of the following:

6.1

Good Standing and Government Compliance. Borrower shall maintain its and each of its Subsidiaries’ corporate existence and good standing in the Borrower State (or with respect to any Subsidiary not organized in the Borrower State, such state or jurisdiction in which such Subsidiary is organized), shall maintain qualification and good standing in each other jurisdiction in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect, and shall furnish to Bank the organizational identification number issued to Borrower by the authorities of the state in which Borrower is organized, if applicable. Borrower shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. Borrower shall comply in all material respects with all applicable Environmental Laws, and maintain all material permits, licenses and approvals required thereunder where the failure to do so would reasonably be expected to have a Material Adverse Effect. Borrower shall comply, and shall cause each Subsidiary to comply, with all statutes, laws, ordinances and government rules and regulations to which it is subject, and shall maintain, and shall cause each of its Subsidiaries to maintain, in force all licenses, approvals and agreements, the loss of which or failure to comply with which would reasonably be expected to have a Material Adverse Effect.

6.2

Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (i) as soon as available, but in any event within 25 days after the end of each calendar month, company prepared consolidated and consolidating balance sheets and income statements covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within 25 days after the end of each fiscal quarter of Borrower, a company prepared consolidated balance sheet and income statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iii) as soon as available, but in any event within 90 days after the end of each fiscal year of Borrower, a company prepared draft of Borrower’s annual financial statements, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iv) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (v) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (vi) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (viii) within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property.

(a)

Within 25 days after the last day of each month, Borrower shall deliver to Bank aged listings by invoice date of accounts receivable from domestic account debtors.

(b)

Within 25 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.

(c)

As soon as possible and in any event within 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.

(d)

Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral, provided that such audits will be conducted no more often than every 6 months at Bank’s expense, which expense shall not exceed $4,000 per 12 month period, unless an Event of Default has occurred and is continuing.

Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

6.3

Inventory; Returns. Borrower shall keep all Inventory in good and merchantable condition, free from all material defects except for Inventory for which adequate reserves have been made. Returns and allowances, if any, as between Borrower and its account debtors shall be on the same basis and in accordance with the usual customary practices of Borrower, as they exist on the Closing Date. Borrower shall promptly notify Bank of all returns and recoveries and of all disputes and claims involving more than $100,000.

6.4

Taxes. Borrower shall make, and cause each Subsidiary to make, due and timely payment or deposit of all material federal, state, and local taxes, assessments, or contributions required of it by law, including, but not limited to, those laws concerning income taxes, F.I.C.A., F.U.T.A. and state disability, and will execute and deliver to Bank, on demand, proof satisfactory to Bank indicating that Borrower or a Subsidiary has made such payments or deposits and any appropriate certificates attesting to the payment or deposit thereof; provided that Borrower or a Subsidiary need not make any payment if the amount or validity of such payment is contested in good faith by appropriate proceedings and is reserved against (to the extent required by GAAP) by Borrower.

6.5

Insurance.

(a)

Borrower, at its expense, shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers, and all other hazards and risks, and in such amounts, as ordinarily insured against by other owners in similar businesses conducted in the locations where Borrower’s business is conducted on the date hereof. Borrower shall also maintain liability and other insurance in amounts and of a type that are customary to businesses similar to Borrower’s.

(b)

All such policies of insurance shall be in such form, with such companies, and in such amounts as reasonably satisfactory to Bank. All policies of property insurance shall contain a lender’s loss payable endorsement, in a form satisfactory to Bank, showing Bank as an additional loss payee, and all liability insurance policies shall show Bank as an additional insured and specify that the insurer must give at least 20 days notice to Bank before canceling its policy for any reason. Upon Bank’s request, Borrower shall deliver to Bank certified copies of the policies of insurance and evidence of all premium payments. If no Event of Default has occurred and is continuing, proceeds payable under any casualty policy will, at Borrower’s option, be payable to Borrower to replace the property subject to the claim, provided that any such replacement property shall be deemed Collateral in which Bank has been granted a first priority security interest. If an Event of Default has occurred and is continuing, all proceeds payable under any such policy shall, at Bank’s option, be payable to Bank to be applied on account of the Obligations.

6.6

Primary Depository. Borrower shall maintain its primary depository and operating accounts with Bank and Borrower shall maintain in investment accounts with Bank or Bank’s Affiliates an aggregate amount equal to the lesser of (a) an amount equal to no less than 25% of Borrower’s total Cash held in investment accounts or (b) the aggregate amount of Bank’s committed Credit Extensions; provided, however, that Borrower’s investment accounts maintained at financial institutions other than Bank shall be covered by an executed control agreement in form and substance reasonably acceptable to Bank.

6.7

Financial Covenants. Borrower shall at all times maintain the following financial ratios and covenants:

(a)

Tangible Net Worth. A Tangible Net Worth of not less than the Base Amount, tested on a monthly basis.

(b)

Bank Debt Liquidity Coverage. A ratio of Liquidity to the aggregate amount of all outstanding Credit Extensions (including outstanding Letters of Credit) of at least 1.50 to 1.00, tested on a monthly basis.

6.8

Registration of Intellectual Property Rights.

(a)

Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.

(b)

Borrower shall give Bank prompt written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights registered, the title appearing on such applications or registrations, and the filing date of such applications or registrations.

(c)

Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights, (ii) use commercially reasonable efforts to detect infringements of the Trademarks, Patents and Copyrights and promptly advise Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not be unreasonably withheld.

6.9

Inbound Licenses. Within 25 days after the end of each fiscal quarter of Borrower, Borrower shall deliver an executed copy of each material (currently material or reasonably expected to become material to Borrower’s business) inbound license agreement entered into by Borrower during such fiscal quarter.

6.10

Creation/Acquisition of Subsidiaries. In the event Borrower or any Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall promptly notify Bank of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Bank to cause such Subsidiary (if such Subsidiary is a domestic Subsidiary) to guarantee the Obligations of Borrower under the Loan, and, if such Subsidiary is a material Subsidiary and a foreign company, Borrower shall grant and pledge to Bank a perfected security interest in 65% of the stock, units or other evidence of ownership of such Subsidiary.

6.11

Further Assurances. At any time and from time to time Borrower shall execute and deliver such further instruments and take such further action as may reasonably be requested by Bank to effect the purposes of this Agreement.

7.	NEGATIVE COVENANTS.

Borrower covenants and agrees that, so long as any credit hereunder shall be available and until the outstanding Obligations are paid in full or for so long as Bank may have any commitment to make any Credit Extensions, Borrower will not do any of the following without Bank’s prior written consent:

7.1

Dispositions. Convey, sell, lease, license, transfer or otherwise dispose of (collectively, to “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, or move cash balances on deposit with Bank to accounts opened at another financial institution, other than Permitted Transfers.

7.2

Change in Name, Location, Executive Office, or Executive Management; Change in Business; Change in Fiscal Year; Change in Control. Change its name or the Borrower State or relocate its chief executive office without 30 days prior written notification to Bank; replace its chief executive officer or chief financial officer without prompt subsequent written notification to Bank; engage in any business, or permit any of its Subsidiaries to engage in any business, other than or reasonably related or incidental to the businesses currently engaged in by Borrower; change its fiscal year end; have a Change in Control.

7.3

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other business organization (other than mergers or consolidations of a Subsidiary into another Subsidiary or into Borrower), or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person except where (i) no Event of Default has occurred, is continuing or would exist after giving effect to such transactions, (ii) such transactions do not result in a Change in Control, (iii) Borrower or its Subsidiary, as applicable, is the surviving entity or the 100% owner of the surviving entity and (iv) the aggregate amount of cash consideration paid by Borrower and its Subsidiaries for all such transactions since the Closing Date is not in excess of $5,000,000.

7.4

Indebtedness. Create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on Borrower an obligation to prepay any Indebtedness, except Indebtedness to Bank.

7.5

Encumbrances. Create, incur, assume or allow any Lien with respect to any of its property, including its Intellectual Property, or assign or otherwise convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries so to do, except for Permitted Liens, or covenant to any other Person that Borrower in the future will refrain from creating, incurring, assuming or allowing any Lien with respect to any of Borrower’s property, including Borrower’s Intellectual Property.

7.6

Distributions. Pay any dividends or make any other distribution or payment on account of or in redemption, retirement or purchase of any capital stock, except that (A) Borrower may (i) repurchase the stock of former employees pursuant to stock repurchase agreements as long as an Event of Default does not exist prior to such repurchase or would not exist after giving effect to such repurchase, and (ii) repurchase the stock of former employees pursuant to stock repurchase agreements by the cancellation of indebtedness owed by such former employees to Borrower regardless of whether an Event of Default exists, and (iii) repurchase stock from stockholders owning less than 1% of the outstanding equity securities for aggregate consideration of less than $30,000 in any twelve month period and $5,000 in each instance and (B) Subsidiaries of Borrower may pay dividends to Borrower.

7.7

Investments. Directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments, or maintain or invest any of its property with a Person other than Bank or Bank’s Affiliates or permit any Subsidiary to do so unless such Person has entered into a control agreement with Bank, in form and substance satisfactory to Bank, or suffer or permit any Subsidiary to be a party to, or be bound by, an agreement that restricts such Subsidiary from paying dividends or otherwise distributing property to Borrower.

7.8

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person or are otherwise approved by a majority of the disinterested members of the Board of Directors.

7.9

Subordinated Debt. Make any payment in respect of any Subordinated Debt, or permit any of its Subsidiaries to make any such payment, except in compliance with the terms of such Subordinated Debt, or amend any provision affecting Bank’s rights contained in any documentation relating to the Subordinated Debt without Bank’s prior written consent.

7.10

Inventory and Equipment. Store the Inventory or the Equipment with a bailee, warehouseman, or similar third party unless the third party has been notified of Bank’s security interest and Bank (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment. Except for Inventory sold in the ordinary course of business and except for such other locations as Bank may approve in writing, Borrower shall keep the Inventory and Equipment only at the location set forth in Section 10 and such other locations of which Borrower gives Bank prior written notice and as to which Bank files a financing statement where needed to perfect its security interest.

7.11

No Investment Company; Margin Regulation. Become or be controlled by an “investment company,” within the meaning of the Investment Company Act of 1940, or become principally engaged in, or undertake as one of its important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any Credit Extension for such purpose.

8.	EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an Event of Default by Borrower under this Agreement:

8.1

Payment Default. If Borrower fails to pay any of the Obligations when due;

8.2

Covenant Default.

(a)

If Borrower fails to perform any obligation under Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.9 or 6.10 or violates any of the covenants contained in Article 7 of this Agreement; or

(b)

If Borrower fails or neglects to perform or observe any other material term, provision, condition, covenant contained in this Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default under such other term, provision, condition or covenant that can be cured, has failed to cure such default within 10 days after Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that, except with respect to violations of Sections 6.1, 6.3 or 6.8, if the default cannot by its nature be cured within the 10 day period or cannot after diligent attempts by Borrower be cured within such 10 day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed 30 days) to attempt to cure such default, and within such reasonable time period the failure to have cured such default shall not be deemed an Event of Default but no Credit Extensions will be made;

8.3

Material Adverse Change. If there is a material impairment in the prospect of repayment of any portion of the Obligations or a material impairment in the perfection, value or priority of Bank’s security interests in the Collateral;

8.4

Defective Perfection. If Bank shall receive at any time following the Closing Date an SOS Report indicating that except for Permitted Liens, Bank’s security interest in the Collateral is not prior to all other security interests or Liens of record reflected in the report;

8.5

Attachment. If any material portion of Borrower’s or any Subsidiary’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within 10 days, or if Borrower or any Subsidiary is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs, or if a judgment or other claim becomes a lien or encumbrance upon any material portion of Borrower’s or any Subsidiary’s assets, or if a notice of lien, levy, or assessment is filed of record with respect to any of Borrower’s or any Subsidiary’s assets by the United States Government, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the same is not paid within ten days after Borrower or any Subsidiary receives notice thereof, provided that none of the foregoing shall constitute an Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by Borrower or any Subsidiary (provided that no Credit Extensions will be made during such cure period);

8.6

Insolvency. If Borrower or any Subsidiary becomes insolvent, or if an Insolvency Proceeding is commenced by Borrower or any Subsidiary, or if an Insolvency Proceeding is commenced against Borrower or any Subsidiary and is not dismissed or stayed within 30 days (provided that no Credit Extensions will be made prior to the dismissal of such Insolvency Proceeding);

8.7

Other Agreements. If there is a default or other failure to perform in any agreement to which Borrower or any Subsidiary is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of $1,000,000 or that would reasonably be expected to have a Material Adverse Effect;

8.8

Subordinated Debt. If Borrower makes any payment on account of Subordinated Debt, except to the extent the payment is allowed under any subordination agreement entered into with Bank;

8.9

Judgments. If a judgment or judgments for the payment of money in an amount, individually or in the aggregate, of at least $1,000,000 shall be rendered against Borrower and shall remain unsatisfied and unstayed for a period of 10 days (provided that no Credit Extensions will be made prior to the satisfaction or stay of the judgment); or

8.10

Misrepresentations. If any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth herein or in any certificate delivered to Bank by any Responsible Officer pursuant to this Agreement or to induce Bank to enter into this Agreement or any other Loan Document.

8.11

Guaranty. If any guaranty of all or a portion of the Obligations (a “Guaranty”) ceases for any reason to be in full force and effect, or any guarantor fails to perform any obligation under any Guaranty or a security agreement securing any Guaranty (collectively, the “Guaranty Documents”), or any event of default occurs under any Guaranty Document or any guarantor revokes or purports to revoke a Guaranty, or any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth in any Guaranty Document or in any certificate delivered to Bank in connection with any Guaranty Document, or if any of the circumstances described in Sections 8.3 through 8.9 occur with respect to any guarantor.

9.	BANK’S RIGHTS AND REMEDIES.

9.1

Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower:

(a)

Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable (provided that upon the occurrence of an Event of Default described in Section 8.6 (insolvency), all Obligations shall become immediately due and payable without any action by Bank);

(b)

Demand that Borrower (i) deposit cash with Bank in an amount equal to the amount of any Letters of Credit remaining undrawn, as collateral security for the repayment of any future drawings under such Letters of Credit, and (ii) pay in advance all Letter of Credit fees scheduled to be paid or payable over the remaining term of the Letters of Credit, and Borrower shall promptly deposit and pay such amounts;

(c)

Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement or under any other agreement between Borrower and Bank;

(d)

Settle or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Bank reasonably considers advisable;

(e)

Make such payments and do such acts as Bank considers necessary or reasonable to protect its security interest in the Collateral. Borrower agrees to assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may designate. Borrower authorizes Bank to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of Borrower’s owned premises, Borrower hereby grants Bank a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise;

(f)

Set off and apply to the Obligations any and all (i) balances and deposits of Borrower held by Bank, and (ii) indebtedness at any time owing to or for the credit or the account of Borrower held by Bank;

(g)

Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is hereby granted a license or other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9.1, Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit;

(h)

Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriate. Bank may sell the Collateral without giving any warranties as to the Collateral. Bank may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If Bank sells any of the Collateral upon credit, Borrower will

be credited only with payments actually made by the purchaser, received by Bank, and applied to the indebtedness of the purchaser. If the purchaser fails to pay for the Collateral, Bank may resell the Collateral and Borrower shall be credited with the proceeds of the sale;

(i)

Bank may credit bid and purchase at any public sale;

(j)

Apply for the appointment of a receiver, trustee, liquidator or conservator of the Collateral, without notice and without regard to the adequacy of the security for the Obligations and without regard to the solvency of Borrower, any guarantor or any other Person liable for any of the Obligations; and

(k)

Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower.

Bank may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

9.2

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; (g) enter into a short-form intellectual property security agreement consistent with the terms of this Agreement for recording purposes only or modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower’s approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest; and (h) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clauses (g) and (h) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

9.3

Accounts Collection. At any time after the occurrence and during the continuation of an Event of Default, Bank may notify any Person owing funds to Borrower of Bank’s security interest in such funds and verify the amount of such Account. Borrower shall collect all amounts owing to Borrower for Bank, receive in trust all payments as Bank’s trustee, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit.

9.4

Bank Expenses. If Borrower fails to pay any amounts or furnish any required proof of payment due to third persons or entities, as required under the terms of this Agreement, then Bank may do any or all of the following after reasonable notice to Borrower: (a) make payment of the same or

any part thereof; (b) set up such reserves under the Revolving Line as Bank deems necessary to protect Bank from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type discussed in Section 6.5 of this Agreement, and take any action with respect to such policies as Bank deems prudent. Any amounts so paid or deposited by Bank shall constitute Bank Expenses, shall be immediately due and payable, and shall bear interest at the then applicable rate hereinabove provided, and shall be secured by the Collateral. Any payments made by Bank shall not constitute an agreement by Bank to make similar payments in the future or a waiver by Bank of any Event of Default under this Agreement.

9.5

Bank’s Liability for Collateral. Bank has no obligation to clean up or otherwise prepare the Collateral for sale. All risk of loss, damage or destruction of the Collateral shall be borne by Borrower.

9.6

No Obligation to Pursue Others. Bank has no obligation to attempt to satisfy the Obligations by collecting them from any other person liable for them and Bank may release, modify or waive any collateral provided by any other Person to secure any of the Obligations, all without affecting Bank’s rights against Borrower. Borrower waives any right it may have to require Bank to pursue any other Person for any of the Obligations.

9.7

Remedies Cumulative. Bank’s rights and remedies under this Agreement, the Loan Documents, and all other agreements shall be cumulative. Bank shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by Bank of one right or remedy shall be deemed an election, and no waiver by Bank of any Event of Default on Borrower’s part shall be deemed a continuing waiver. No delay by Bank shall constitute a waiver, election, or acquiescence by it. No waiver by Bank shall be effective unless made in a written document signed on behalf of Bank and then shall be effective only in the specific instance and for the specific purpose for which it was given. Borrower expressly agrees that this Section 9.7 may not be waived or modified by Bank by course of performance, conduct, estoppel or otherwise.

9.8

Demand; Protest. Except as otherwise provided in this Agreement, Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment and any other notices relating to the Obligations.

10.

NOTICES.

Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return receipt requested, or by telefacsimile to Borrower or to Bank, as the case may be, at its addresses set forth below:


If to Borrower:		NeoPhotonics Corporation
		2911 Zanker Road
		San Jose, CA 95134
		Attn: Chief Financial Officer
		FAX: (408) 321-5018
If to Bank:
		Comerica Bank
		M/C 4770
		75 E Trimble Road
		San Jose, CA 95131
		Attn: Manager
		FAX: (408) 556-5091


with a copy to:		Comerica Bank
		226 Airport Parkway, Suite 100
		San Jose, CA 95110
		Attn: Guy Simpson
		FAX: (408) 451-8568

The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.

11.	CHOICE OF LAW AND VENUE: JURY TRIAL WAIVER.

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles of conflicts of law. Each of Borrower and Bank hereby submits to the exclusive jurisdiction of the state and Federal courts located in the County of Santa Clara, State of California. THE UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES.

12.	JUDICIAL REFERENCE PROVISION.

(a)

In the event the Jury Trial Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.

(b)

With the exception of the items specified in clause (c), below, any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement or any other document, instrument or agreement between the undersigned parties (collectively in this Section, the “Comerica Documents), will be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Comerica Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”).

(c)

The matters that shall not be subject to a reference are the following: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). This reference provision does not limit the right of any party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference pursuant to this reference provision as provided herein.

(d)

The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the parties do not agree within ten (10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding

Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP § 170.6, each party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative).

(e)

The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision.

(f)

The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

(g)

Except as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

(h)

The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

(i)

If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or justice, in accordance with the California Arbitration Act § 1280 through § 1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

(j)

THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE OTHER COMERICA DOCUMENTS.

13.	GENERAL PROVISIONS.

13.1

Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties and shall bind all persons who become bound as a debtor to this Agreement; provided, however, that neither this Agreement nor any rights hereunder may be assigned by Borrower without Bank’s prior written consent, which consent may be granted or withheld in Bank’s sole discretion. Bank shall have the right without the consent of or notice to Borrower to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights and benefits hereunder.

13.2

Indemnification. Borrower shall defend, indemnify and hold harmless Bank and its officers, employees, and agents against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement; and (b) all losses or Bank Expenses in any way suffered, incurred, or paid by Bank, its officers, employees and agents as a result of or in any way arising out of, following, or consequential to transactions between Bank and Borrower whether under this Agreement, or otherwise (including without limitation reasonable attorneys fees and expenses), except for losses caused by Bank’s gross negligence or willful misconduct.

13.3

Time of Essence. Time is of the essence for the performance of all obligations set forth in this Agreement.

13.4

Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

13.5

Amendments in Writing, Integration. All amendments to or terminations of this Agreement or the other Loan Documents must be in writing. All prior agreements, understandings, representations, warranties, and negotiations between the parties hereto with respect to the subject matter of this Agreement and the other Loan Documents, if any, are merged into this Agreement and the Loan Documents.

13.6

Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.

13.7

Survival. All covenants, representations and warranties made in this Agreement shall continue in full force and effect so long as any Obligations remain outstanding or Bank has any obligation to make any Credit Extension to Borrower. The obligations of Borrower to indemnify Bank with respect to the expenses, damages, losses, costs and liabilities described in Section 13.2 shall survive until all applicable statute of limitations periods with respect to actions that may be brought against Bank have run.

13.8

Confidentiality. In handling any confidential information, Bank and all employees and agents of Bank shall exercise the same degree of care that Bank exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to this Agreement except that disclosure of such information may be made (i) to the subsidiaries or Affiliates of Bank in connection with their present or prospective business relations with Borrower, (ii) to prospective transferees or purchasers of any interest in the Loans, provided that they have entered into a comparable confidentiality agreement in favor of Borrower and have delivered a copy to Borrower, (iii) as required by law, regulations, rule or order, subpoena, judicial order or similar order, (iv) as may be required in connection with the examination, audit or similar investigation of Bank and (v) as Bank may determine in connection with the enforcement of any remedies hereunder. Confidential information hereunder shall not include information that either: (a) is in the public domain or in the knowledge or possession of Bank when disclosed to Bank, or becomes part of the public domain after disclosure to Bank through no fault of Bank; or (b) is disclosed to Bank by a third party, provided Bank does not have actual knowledge that such third party is prohibited from disclosing such information.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.


NEOPHOTONICS CORPORATION

By:		/s/ TS Jenks
Name:		T.S. Jenks
Title:		President & CEO


COMERICA BANK

By:		/s/ Guy Simpson
Name:		Guy Simpson
Title:		Vice President

EXHIBIT A

DEFINITIONS

“Accounts” means all presently existing and hereafter arising accounts, contract rights, payment intangibles and all other forms of obligations owing to Borrower arising out of the sale or lease of goods (including, without limitation, the licensing of software and other technology) or the rendering of services by Borrower or any of its domestic Subsidiaries and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower’s Books relating to any of the foregoing.

“Advance” or “Advances” means a cash advance or cash advances under the Revolving Line.

“Affiliate” means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Person’s senior executive officers, directors, and partners.

“Applicable Margin” means, as of any date of determination thereof, the applicable interest rate margin, determined by reference to the appropriate columns in the applicable pricing matrix set forth below.

Pricing Matrix for Advances


Liquidity Ratio	Prime Rate		LIBOR Rate
³1.70:1.00	0.00	%	2.50	%
£1.70:1.0 and ³1.50:1.0	0.75	%	3.25	%

Pricing Matrix for Equipment Advances


Liquidity Ratio	Prime Rate		LIBOR Rate
³1.70:1.00	0.25	%	2.75	%
£1.70:1.0 and ³1.50:1.0	1.00	%	3.50	%

Pricing Matrix for Term Loan


Liquidity Ratio	Prime Rate		LIBOR Rate
³1.70:1.00	0.25	%	2.75	%
£1.70:1.0 and ³1.50:1.0	1.00	%	3.50	%

“Bank Expenses” means all reasonable costs or expenses (including reasonable attorneys’ fees and expenses, whether generated in-house or by outside counsel) incurred in connection with the preparation, negotiation, administration, and enforcement of the Loan Documents; reasonable Collateral audit fees; and Bank’s reasonable attorneys’ fees and expenses (whether generated in-house or by outside counsel) incurred in amending, enforcing or defending the Loan Documents (including fees and expenses of appeal), incurred before, during and after an Insolvency Proceeding, whether or not suit is brought.

Exhibit A – Page 1

“Base Amount” shall initially mean $50,000,000. Commencing February 29, 2008, and on the last day of each fiscal quarter thereafter, the Base Amount shall permanently increase by an amount equal to the sum of (i) seventy-five percent (75%) of the net proceeds from the sale or issuance by Borrower of its equity securities or Subordinated Debt during such quarter, plus (ii) fifty percent (50%) of the net income of Borrower and its consolidated Subsidiaries for the fiscal quarter of Borrower then ended, calculated in accordance with GAAP, consistently applied; provided that if there is a loss for any quarter, net income shall be deemed to be $0 for such quarter. In addition, upon receipt by Bank for the annual audited financial statement of Borrower and its consolidated Subsidiaries for the year ending December 31, 2007, the Base Amount shall increase by eighty-five (85%) of the positive difference, if any, between $50,845,000 and the amount of goodwill as shown on the audited balance sheet of Borrower and its consolidated Subsidiaries for the period ended December 31, 2007.

“Borrower State” means Delaware, the state under whose laws Borrower is organized.

“Borrower’s Books” means all of Borrower’s books and records including: ledgers; records concerning Borrower’s assets or liabilities, the Collateral, business operations or financial condition; and all computer programs, or tape files, and the equipment, containing such information.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks in the State of California are authorized or required to close.

“Cash” means unrestricted cash and cash equivalents.

“Change in Control” shall mean a transaction in which any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of stock then outstanding of Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group” to elect a majority of the Board of Directors of Borrower, who did not have such power before such transaction.

“Chief Executive Office State” means California, where Borrower’s chief executive office is located.

“Closing Date” means the date of this Agreement.

“Code” means the California Uniform Commercial Code as amended or supplemented from time to time.

“Collateral” means the property described on Exhibit B attached hereto and all Negotiable Collateral to the extent not described on Exhibit B, except to the extent any such property (i) is nonassignable by its terms without the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406 and 9408 of the Code), (ii) the granting of a security interest therein is contrary to applicable law, provided that upon the cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral, or (iii) constitutes the capital stock of a controlled foreign corporation (as defined in the IRC), in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporations entitled to vote.

“Collateral State” means the states where the Collateral is located, which are California , Massachusetts and Texas.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another, including, without limitation, any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement

Exhibit A – Page 2

designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Copyrights” means any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held.

“Credit Extension” means each Advance, Equipment Advance, the Term Loan or any other extension of credit by Bank to or for the benefit of Borrower hereunder.

“Environmental Laws” means all laws, rules, regulations, orders and the like issued by any federal state, local foreign or other governmental or quasi-governmental authority or any agency pertaining to the environment or to any hazardous materials or wastes, toxic substances, flammable, explosive or radioactive materials, asbestos or other similar materials.

“Equipment” means all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments in which Borrower has any interest.

“Equipment Advance(s)” means a cash advance or cash advances under the Equipment Line.

“Equipment Line” means a Credit Extension of up to $8,500,000.

“Equipment Maturity Date” means December 20, 2011.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“Event of Default” has the meaning assigned in Article 8.

“GAAP” means generally accepted accounting principles, consistently applied, as in effect from time to time.

“Indebtedness” means (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including without limitation reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations and (d) all Contingent Obligations.

“Insolvency Proceeding” means any proceeding commenced by or against any Person or entity under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Intellectual Property” means all of Borrower’s right, title, and interest in and to the following:

(a)

Copyrights, Trademarks and Patents;

(b)

Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;

Exhibit A – Page 3

(c)

Any and all design rights which may be available to Borrower now or hereafter existing, created, acquired or held;

(d)

Any and all claims for damages by way of past, present and future infringement of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above;

(e)

All licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights; and

(f)

All amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

“Inventory” means all present and future inventory in which Borrower has any interest.

“Investment” means any beneficial ownership of (including stock, partnership or limited liability company interest or other securities) any Person, or any loan, advance or capital contribution to any Person.

“IRC” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

“Letter of Credit” means a commercial or standby letter of credit or similar undertaking issued by Bank at Borrower’s request in accordance with Section 2.1(b)(iii).

“Letter of Credit Sublimit” means a sublimit for Letters of Credit under the Revolving Line not to exceed $5,000,000.

“LIBOR Addendum” means the LIBOR Addendum to Loan and Security Agreement dated as of December 20, 2007, between Bank and Borrower in the form attached hereto as Exhibit E.

“Lien” means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

“Liquidity” means the sum of Cash of Borrower and its domestic Subsidiaries held in accounts with financial institutions located in the United States plus Accounts owing from account debtors that are organized under the laws of a state of the United States and that have their principal place of business in the United States.

“Loan Documents” means, collectively, this Agreement, any note or notes executed by Borrower, and any other document, instrument or agreement entered into in connection with this Agreement, all as amended or extended from time to time.

“Material Adverse Effect” means a material adverse effect on (i) the business operations, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole, (ii) the ability of Borrower to repay the Obligations or otherwise perform its obligations under the Loan Documents, (iii) Borrower’s interest in, or the value, perfection or priority of Bank’s security interest in the Collateral.

“Negotiable Collateral” means all of Borrower’s present and future letters of credit of which it is a beneficiary, drafts, instruments (including promissory notes), securities, documents of title, and chattel paper, and Borrower’s Books relating to any of the foregoing.

“Obligations” means all debt, principal, interest, Bank Expenses and other amounts owed to Bank by Borrower pursuant to this Agreement or any other agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest that accrues after the commencement of an Insolvency Proceeding and including any debt, liability, or obligation owing from Borrower to others that Bank may have obtained by assignment or otherwise.

Exhibit A – Page 4

“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“Periodic Payments” means all installments or similar recurring payments that Borrower may now or hereafter become obligated to pay to Bank pursuant to the terms and provisions of any instrument, or agreement now or hereafter in existence between Borrower and Bank.

“Permitted Indebtedness” means:

(a)

Indebtedness of Borrower in favor of Bank arising under this Agreement or any other Loan Document;

(b)

Indebtedness existing on the Closing Date and disclosed in the Schedule;

(c)

Indebtedness not to exceed $250,000 in the aggregate in any fiscal year of Borrower secured by a lien described in clause (c) of the defined term “Permitted Liens,” provided such Indebtedness does not exceed the lesser of the cost or fair market value of the equipment financed with such Indebtedness;

(d)

Subordinated Debt;

(e)

Indebtedness to trade creditors incurred in the ordinary course of business;

(f)

Indebtedness incurred by Borrower’s Subsidiary located in China; and

(g)

Extensions, refinancings and renewals of any items of Permitted Indebtedness, provided that the principal amount is not increased or the terms modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be.

“Permitted Investment” means:

(a)

Investments existing on the Closing Date disclosed in the Schedule;

(b)

(i) Marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one year from the date of acquisition thereof, (ii) commercial paper maturing no more than one year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (iii) Bank’s certificates of deposit maturing no more than one year from the date of investment therein, and (iv) Bank’s money market accounts;

(c)

Repurchases of stock from former employees or directors of Borrower under the terms of applicable repurchase agreements (i) in an aggregate amount not to exceed $250,000 in any fiscal year, provided that no Event of Default has occurred, is continuing or would exist after giving effect to the repurchases, or (ii) in any amount where the consideration for the repurchase is the cancellation of indebtedness owed by such former employees to Borrower regardless of whether an Event of Default exists;

(d)

Investments accepted in connection with Permitted Transfers;

Exhibit A – Page 5

(e)

Investments of Subsidiaries in or to other Subsidiaries or Borrower and Investments by Borrower in Subsidiaries not to exceed $1,000,000 in the aggregate in any fiscal year;

(f)

Investments not to exceed $1,000,000 in the aggregate in any fiscal year consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plan agreements approved by Borrower’s Board of Directors;

(g)

Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business;

(h)

Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business, provided that this subparagraph (h) shall not apply to Investments of Borrower in any Subsidiary; and

(i)

Joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by Borrower do not exceed $1,000,000 in the aggregate in any fiscal year.

“Permitted Liens” means the following:

(a)

Any Liens existing on the Closing Date and disclosed in the Schedule (excluding Liens to be satisfied with the proceeds of the Advances) or arising under this Agreement or the other Loan Documents;

(b)

Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings and for which Borrower maintains adequate reserves, provided the same have no priority over any of Bank’s security interests;

(c)

Liens not to exceed $250,000 in the aggregate (i) upon or in any Equipment (other than Equipment financed by an Equipment Advance) acquired or held by Borrower or any of its Subsidiaries to secure the purchase price of such Equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such Equipment, or (ii) existing on such Equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such Equipment;

(d)

Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (a) through (c) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; and

(e)

Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Sections 8.5 (attachment) or 8.9 (judgments);

(f)

Liens in favor of other financial institutions arising in connection with Borrower’s deposit accounts held at such institutions to secured standard fees for deposit services charged by, but not financing made available by such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit accounts;

Exhibit A – Page 6

(g)

(i) Non-exclusive licenses or sublicenses and (ii) exclusive licenses set forth on the Schedule granted in the ordinary course of Borrower’s business and, with respect to any licenses where Borrower is the licensee, any interest or title of a licensor or under any such license or sublicense;

(h)

carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(i)

deposits to secure the performance of bids, trade contracts (other than for borrowed money), contracts for the purchase of property, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, incurred in the ordinary course of business and not representing an obligation for borrowed money; and

(j)

Liens on the assets of Borrower’s Subsidiary located in China.

“Permitted Transfer” means the conveyance, sale, lease, license, transfer or disposition by Borrower or any Subsidiary of:

(a)

Inventory in the ordinary course of business;

(b)

licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business or in connection with joint ventures or strategic alliances that would be permitted as “Permitted Investments” above;

(c)

worn-out or obsolete Equipment not financed with the proceeds of Equipment Advances; or

(d)

other assets of Borrower or its Subsidiaries that do not in the aggregate exceed $1,000,000 during any fiscal year; or

(e)

other assets of Borrower or its Subsidiaries that do not in the aggregate exceed $1,000,000 during any fiscal year.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency.

“Prime Rate” means the variable rate of interest, per annum, most recently announced by Bank, as its “prime rate,” whether or not such announced rate is the lowest rate available from Bank.

“Responsible Officer” means each of the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Controller of Borrower.

“Revolving Line” means a Credit Extension of up to $6,500,000 (inclusive of any amounts outstanding under the Letter of Credit Sublimit).

“Revolving Maturity Date” means December 31, 2009.

Exhibit A – Page 7

“Schedule” means the schedule of exceptions attached hereto and approved by Bank, if any.

“Shares” means sixty-five percent (65%) of the issued and outstanding capital stock, membership units, partnership interests or other securities owned or held of record by Borrower in any material subsidiary of Borrower which is not an entity organized under the laws of the United States or any territory thereof.

“SOS Reports” means the official reports from the Secretary of State of the Borrower State and other applicable federal, state or local government offices identifying all current security interests filed in the Collateral and Liens of record as of the date of such report.

“Subordinated Debt” means any debt incurred by Borrower that is subordinated in writing to the debt owing by Borrower to Bank on terms reasonably acceptable to Bank (and identified as being such by Borrower and Bank).

“Subsidiary” means any corporation, partnership or limited liability company or joint venture in which (i) any general partnership interest or (ii) more than 50% of the stock, limited liability company interest or joint venture of which by the terms thereof ordinary voting power to elect the Board of Directors, managers or trustees of the entity, at the time as of which any determination is being made, is owned by Borrower, either directly or through an Affiliate.

“Tangible Net Worth” means at any date as of which the amount thereof shall be determined, the sum of Total Assets minus Total Liabilities, minus all intangible assets of Borrower, including without limitation Borrower’s goodwill.

“Term Loan” has the meaning assigned in Section 2.1(d)(i).

“Term Loan Maturity Date” means December 20, 2008.

“Total Assets” means, at any date as of which the amount thereof shall be determined, all amounts that should, in accordance with GAAP, be classified as assets on the consolidated balance sheet of Borrower and its consolidated Subsidiaries as at such date.

“Total Liabilities” means at any date as of which the amount thereof shall be determined, all obligations that should, in accordance with GAAP be classified as liabilities on the consolidated balance sheet of Borrower, including in any event, to the extent not already included, all Indebtedness.

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

“Tranche A” has the meaning assigned in Section 2.1(c)(i).

“Tranche A Equipment Advance” or “Tranche A Equipment Advances” means any Equipment Advances(s) made under Tranche A.

“Tranche A Availability End Date” means March 20, 2008.

“Tranche B” has the meaning assigned in Section 2.1(c)(i).

“Tranche B Equipment Advance” or “Tranche B Equipment Advances” means any Equipment Advances(s) made under Tranche B.

“Tranche B Availability End Date” means June 20, 2008

Exhibit A – Page 8

“Tranche C” has the meaning assigned in Section 2.1(c)(i).

“Tranche C Availability End Date” means September 20, 2008.

“Tranche C Equipment Advance” or “Tranche C Equipment Advances” means any Equipment Advances(s) made under Tranche C.

“Tranche D” has the meaning assigned in Section 2.1(c)(i).

“Tranche D Availability End Date” means December 20, 2008

“Tranche D Equipment Advance” or “Tranche D Equipment Advances” means any Equipment Advances(s) made under Tranche D.

“Tranche E has the meaning assigned in Section 2.1(c)(i).

“Tranche E Availability End Date” means March 20, 2009.

“Tranche E Equipment Advance” or “Tranche E Equipment Advances” means any Equipment Advances(s) made under Tranche E.

“Tranche F” has the meaning assigned in Section 2.1(c)(i).

“Tranche F Availability End Date” means June 20, 2009.

“Tranche F Equipment Advance” or “Tranche F Equipment Advances” means any Equipment Advances(s) made under Tranche F.

Exhibit A – Page 9


DEBTOR:		NEOPHOTONICS CORPORATION

SECURED PARTY:		COMERICA BANK

EXHIBIT B

COLLATERAL DESCRIPTION ATTACHMENT TO LOAN AND SECURITY AGREEMENT

All personal property of Debtor of every kind, whether presently existing or hereafter created or acquired, and wherever located, including but not limited to: (a) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles (including payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights, money, and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; and (b) any and all cash proceeds and/or noncash proceeds thereof, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any right to payment. All terms above have the meanings given to them in the California Uniform Commercial Code, as amended or supplemented from time to time.

Notwithstanding the foregoing, the Collateral shall not include any copyrights, patents, trademarks, servicemarks and applications therefor, now owned or hereafter acquired, or any claims for damages by way of any past, present and future infringement of any of the foregoing (collectively, the “Intellectual Property”); provided, however, that the Collateral shall include all accounts and general intangibles that consist of rights to payment from the sale, licensing or disposition of all or any part of, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of December 20, 2007, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in the Rights to Payment.

Exhibit B

EXHIBIT C

Form of Payment/Advance Form

TECHNOLOGY & LIFE SCIENCES DIVISION

LOAN ANALYSIS

LOAN ADVANCE/PAYDOWN REQUEST FORM

DEADLINE FOR SAME DAY PROCESSING IS 3:00* P.M., P.S.T.

DEADLINE FOR EQUIPMENT ADVANCES IS 3:00 P.M., P.S.T.**

DEADLINE FOR WIRE TRANSFERS IS 1:30 P.M., P.S.T.

*At month end and the day before a holiday, the cut off time is 1:30 P.M., P.S.T.

**Subject to 3 day advance notice.

TO: Loan Analysis DATE: TIME:

FAX #: (650) 846-6840


		TELEPHONE REQUEST (For Bank Use Only):
FROM:	NEOPHOTONICS CORPORATION	The following person is authorized to request the
	Borrower’s Name	loan payment transfer/loan advance on the
		designated account and is known to me.
FROM:
	Authorized Signer’s Name
		Authorized Requester & Phone #
FROM:
	Authorized Signature (Borrower)
		Received by (Bank) & Phone #
PHONE #:

FROM ACCOUNT#:		Authorized Signature (Bank)
(please include Note number, if applicable)

TO ACCOUNT #:
(please include Note number, if applicable)


		For Bank Use Only
REQUESTED TRANSACTION TYPE AMOUNT	REQUESTED DOLLAR
REQUESTED TRANSACTION TYPE AMOUNT		Date Rec’d:
		Time:
PRINCIPAL INCREASE* (ADVANCE)	$	Comp. Status: YES NO
PRINCIPAL PAYMENT (ONLY)	$	Status Date:
		Time:
OTHER INSTRUCTIONS:		Approval:

All representations and warranties of Borrower stated in the Loan and Security Agreement are true, correct and complete in all material respects as of the date of the telephone request for and advance confirmed by this Borrowing Certificate, including without limitation the representation that Borrower has paid for and owns the equipment financed by the Bank; provided, however, that those representations and warranties the date expressly referring to another date shall be true, correct and complete in all material respects as of such date.

Exhibit C – Page 1

EXHIBIT D

Form of Compliance Certificate

Please send all Required Reporting to:

Comerica Bank

Technology & Life Sciences Division

Loan Analysis Department

Five Palo Alto Square, Suite 800

3000 El Camino Real

Palo Alto, CA 94306

Phone: (650) 846-6820

Fax: (650) 846-6840

FROM: NEOPHOTONICS CORPORATION

The undersigned authorized Officer of NeoPhotonics Corporation (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended from time to time, the “Agreement”), (i) Borrower is in complete compliance for the period ending with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

Please indicate compliance status by circling Yes/No under “Complies” column.


REPORTING COVENANTS	REQUIRED	COMPLIES
Company Prepared Monthly F/S	Monthly, within 25 days	YES	NO
Company Prepared Quarterly F/S	Quarterly, within 25 days of FQE
Compliance Certificate	Monthly, within 25 days	YES	NO
Company Prepared Annual Financials	Annually, within 90 days of FYE, commencing FYE 12/31/07
CPA Audits, Unqualified F/S	Annually, within 180 days of FYE, commencing FYE 12/31/07	YES	NO
Intellectual Property Report	Quarterly, within 30 days	YES	NO
Domestic A/R Aging	Monthly, within 25 days	YES	NO
If Public:
10-Q	Quarterly, within 5 days of SEC filing (50 days)	YES	NO
10-K	Annually, within 5 days of SEC filing (95 days)	YES	NO


FINANCIAL COVENANTS	REQUIRED	ACTUAL	COMPLIES

TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED:

Minimum Liquidity	1.50:1.00	:1.00	YES	NO
Minimum TNW	$50,000,000 initially; See definition of Base Amount	$	YES	NO

Exhibit D – Page 1

Please Enter Below Comments Regarding Covenant Violations:

The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made.

Very truly yours


		BANK USE ONLY
	Rec’d By:
Authorized Signer	Date:
	Reviewed By:
	Date:
Name:	Financial Compliance Status: YES/NO


Title

Exhibit D – Page 2

EXHIBIT E

LIBOR Addendum to Loan and Security Agreement

(see attached)

SCHEDULE OF EXCEPTIONS TO LOAN AND SECURITY AGREEMENT

December 20, 2007

Set forth below are exceptions to the representations and warranties of the Company made in that certain Loan and Security Agreement dated December 20, 2007 by and between Comerica Bank and NeoPhotonics Corporation (the “Agreement”). Terms used but not defined herein shall have the meanings ascribed in the Agreement, except where the context otherwise requires. All disclosures and exceptions are intended to modify all of Borrower’s representations and warranties, and the section headings used below are for convenience only. The information contained herein is disclosed solely for the purposes of the Agreement, and no information contained herein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including without limitation, any violation of law or breach of any agreement. The information contained in this Schedule of Exceptions is confidential proprietary information of Borrower.

Permitted Indebtedness (Exhibit A)

Borrower or its subsidiary has entered into the following Permitted Indebtedness:

NeoPhotonics Corporation — loan agreement with Citicorp Vendor Finance, Inc.

NeoPhotonics (China) Co., Ltd.—loan agreements with Shanghai Pudong Development Bank; Agricultural Bank of China; and China CITIC Bank

Borrower intends to enter into an USD/Renminbi Banking Facilities letter with associated agreements with Standard Chartered Bank (China) Limited (and/or its Shenzhen, China, branch) for revolving short term loans of up to USD $5 million and up to RMB 35.4 million and foreign exchange facilities.

Permitted Investments (Exhibit A)

Borrower is a joint venture partner in Shenzhen Archcom Technology Co., Ltd.

Borrower owns less than 1% of the outstanding shares of NanoGram Corporation. Borrower may negotiate and conclude an exclusive license agreement with NanoGram Corporation that could provide Borrower a warrant to purchase additional shares in NanoGram Corporation. A copy of the current draft of such proposed license agreement is available upon Bank’s request.

See also the disclosure under Section 5.10 below.

Permitted Liens (Exhibit A)

Borrower intends to enter into an exclusive license agreement with NanoGram Corporation as described in “Permitted Investments” above.

See also the disclosure under Section “Permitted Indebtedness” above.

Collateral (Section 5.3)

Certain of Borrower’s equipment are located at its contract manufacturers. From time to time in the ordinary course of Borrower’s business, Borrower will place certain equipment with contract manufacturers and move certain equipment from one Borrower or contract manufacturer location to another.

Prior Names (Section 5.5)

The Company operated under the name “NanoGram Corporation” from its inception in 1996 until it changed its name to NeoPhotonics Corporation in 2002. Note that a separate company named NanoGram Corporation was spun out from Borrower in 2002 and remains an independent separate company.

Subsidiaries (Section 5.10)

Borrower has the following subsidiaries:

Allied Faith Co., Ltd — Hong Kong

BeamExpress, Inc. — U.S.

Concord Photontech Co., Ltd. — BVI

East Sino Co., Ltd — BVI

ERA, LLC—U.S.

Gold Image Co., Ltd. — Hong Kong

Lightwave Microsystems Corporation — U.S.

Lightconnect, Inc. — U.S.

NeoPhotonics Corp., Ltd. — Hong Kong

NeoPhotonics (China) Co., Ltd. — China

Newwave Technology Co., Ltd. — BVI

Novel Centennial Co., Ltd. — BVI

Optun, Inc. — U.S.

Optun, Ltd. — BVI

Optun, Ltd. — Israel

Optun, GmbH — Germany

PanAccess Communications Co., Ltd China

Photon Broadband Co., Ltd. — China

Quantum Technology Co., Ltd. — China

Inbound Licenses (Section 5.12)

Borrower and NanoGram Corporation have entered into a Technology Transfer and License Agreement dated March 20, 2003, for the cross-license of certain patents in exchange for royalties and equity in NanoGram Corporation.

LightConnect, Inc. and The Board of Trustees of the Leland Stanford Junior University have entered into a License Agreement dated October 30, 2000, for license to certain patents in exchange for royalties (arising from an associated Option Agreement dated June 28, 1999 by and between the parties).

LightConnect, Inc. and The Regents of the University of California have entered into a License Agreement dated January 18, 2001, for license to certain patents in exchange for royalties.

Lightwave Microsystems Corporation and Polaroid, Inc. have entered into a License Agreement dated September 20, 1999, for license to certain patents in exchange for royalties.

Lightwave Microsystems Corporation and Lucent Technologies have entered into a Development and Technology License Agreement dated June 24, 2002, as amended, for license to certain patents in exchange for royalties.

Borrower and its subsidiaries have entered into software licenses in the ordinary course of business.

5-Month Lookback (18 month amo)

COMERICA BANK

Member FDIC

ITEMIZATION OF AMOUNT FINANCED

DISBURSEMENT INSTRUCTIONS

(Equipment Line)


Name: NEOPHOTONICS CORPORATION		Date: December 20, 2007

$1,594,324.98XXX credited to deposit account No. [omitted] when Equipment Advances are requested or disbursed to Borrower by cashiers check or wire transfer

Amounts paid to others on your behalf:

$XXXXXXXXX to Comerica Bank for Loan Fee

$XXXXXXXXX to Comerica Bank for Document Fee

$XXXXXXXXX to Comerica Bank for accounts receivable audit (estimate)

$XXXXXXXXX to Bank counsel fees and expenses

$XXXXXXXXX to

$1,594,324.98 TOTAL (AMOUNT FINANCED)

Upon consummation of this transaction, this document will also serve as the authorization for Comerica Bank to disburse the loan proceeds as stated above.


/s/ TS Jenks
Signature		Signature

Lookback Period (24 month amo)

COMERICA BANK

Member FDIC

ITEMIZATION OF AMOUNT FINANCED

DISBURSEMENT INSTRUCTIONS

(Equipment Line)


Name: NEOPHOTONICS CORPORATION		Date: December 20, 2007

$1,988,950.71XXX credited to deposit account No. [omitted] when Equipment Advances are requested or disbursed to Borrower by

cashiers check or wire transfer

Amounts paid to others on your behalf:

$XXXXXXXXX to Comerica Bank for Loan Fee

$XXXXXXXXX to Comerica Bank for Document Fee

$XXXXXXXXX to Comerica Bank for accounts receivable audit (estimate)

$XXXXXXXXX to Bank counsel fees and expenses

$XXXXXXXXX to

$1,988,950,71 TOTAL (AMOUNT FINANCED)

Upon consummation of this transaction, this document will also serve as the authorization for Comerica Bank to disburse the loan proceeds as stated above.


/s/ TS Jenks
Signature		Signature

ETV Capital

COMERICA BANK

Member FDIC

ITEMIZATION OF AMOUNT FINANCED

DISBURSEMENT INSTRUCTIONS

(Term Loan)


Name: NEOPHOTONICS CORPORATION		Date: December 20, 2007

$0 credited to deposit account No. XXXXXX when Equipment Advances are requested or disbursed to Borrower by cashiers

check or wire transfer

Amounts paid to others on your behalf:

$XXXXXXXXX to Comerica Bank for Loan Fee

$XXXXXXXXX to Comerica Bank for Document Fee

$XXXXXXXXX to Comerica Bank for accounts receivable audit (estimate)

$XXXXXXXXX to Bank counsel fees and expenses

$1,083,617.45 to (One Million Eighty Three Thousand Six Hundred Seventeen Dollars and 45/100XXXX plus $375.651 per diem after 12/20/07 to ETV Capital

$ to

$1,083,617.45 TOTAL (AMOUNT FINANCED)

Upon consummation of this transaction, this document will also serve as the authorization for Comerica Bank to disburse the loan proceeds as stated above.


/s/ TS Jenks
Signature		Signature

CitiCorp

COMERICA BANK

Member FDIC

ITEMIZATION OF AMOUNT FINANCED

DISBURSEMENT INSTRUCTIONS

(Term Loan)


Name: NEOPHOTONICS CORPORATION		Date: December 20, 2007

$0 credited to deposit account No. XXXXXX when Equipment Advances are requested or disbursed to Borrower by cashiers

check or wire transfer

Amounts paid to others on your behalf:

$XXXXXXXXX to Comerica Bank for Loan Fee

$XXXXXXXXX to Comerica Bank for Document Fee

$XXXXXXXXX to Comerica Bank for accounts receivable audit (estimate)

$XXXXXXXXX to Bank counsel fees and expenses

$58,495.50 to Cit Technology Fin Serv, Inc.

$XXXXX to

$58,495.50 TOTAL (AMOUNT FINANCED)

Upon consummation of this transaction, this document will also serve as the authorization for Comerica Bank to disburse the loan proceeds as stated above.


/s/ TS Jenks
Signature		Signature

Venture Lending & Leasing IV, Inc. (WTI)

COMERICA BANK

Member FDIC

ITEMIZATION OF AMOUNT FINANCED

DISBURSEMENT INSTRUCTIONS

(Term Loan)


Name: NEOPHOTONICS CORPORATION		Date: December 20, 2007


$0		credited to deposit account No. XXXXXX when Equipment Advances are requested or disbursed to Borrower by cashiers check or wire transfer

Amounts paid to others on your behalf:

$XXXXXXXXX to Comerica Bank for Loan Fee

$XXXXXXXXX to Comerica Bank for Document Fee

$XXXXXXXXX to Comerica Bank for accounts receivable audit (estimate)

$XXXXXXXXX to Bank counsel fees and expenses


$211,974.82		to Two Hundred Eleven Thousand Nine Hundred Seventy Four Dollars and 82/100XXXX through 12/31/07 to Venture Lending & Leasing IV, Inc. (WTI)
$		to

$211,974.82		TOTAL (AMOUNT FINANCED)

Upon consummation of this transaction, this document will also serve as the authorization for Comerica Bank to disburse the loan proceeds as stated above.


/s/ TS Jenks
Signature				Signature

AGREEMENT TO PROVIDE INSURANCE

In consideration of a loan in the amount of $16,403,584.70, secured by all tangible personal property including inventory and equipment.

I/We agree to obtain adequate insurance coverage to remain in force during the term of the loan.

I/We also agree to advise the below named agent to add Comerica Bank as lender’s loss payable on the new or existing insurance policy, and to furnish Bank at above address with a copy of said policy/endorsements and any subsequent renewal policies.

I/We understand that the policy must contain:

1.	Fire and extended coverage in an amount sufficient to cover:

(a)

The amount of the loan, OR

(b)

All existing encumbrances, whichever is greater,

But not in excess of the replacement value of the improvements on the real property.

2.	Lender’s “Loss Payable” Endorsement Form 438 BFU in favor of Comerica Bank, or any other form acceptable to Bank.

INSURANCE INFORMATION

Insurance Co./Agent ABD Telephone No.: 650-839-6302

Agent’s Address: 365 Walnut Street Redwood City, CA 94063


Signature of Obligor:		/s/ TS Jenks

Signature of Obligor:


		FOR BANK USE ONLY

		INSURANCE VERIFICATION: Date:

		Person Spoken to:

		Policy Number:

		Effective From: To:

		Verified by:

COMERICA BANK

Member FDIC

AUTOMATIC DEBIT AUTHORIZATION

To: Comerica Bank

Re: Loan #

You are hereby authorized and instructed to charge account No. [omitted] in the name of NEOPHOTONICS CORPORATION for principal, interest and other payments due on above referenced loan as set forth below and credit the loan referenced above.

X Debit each interest payment as it becomes due according to the terms of the Loan and Security Agreement and any renewals or amendments thereof.

X Debit each principal payment as it becomes due according to the terms of the Loan and Security Agreement and any renewals or amendments thereof.

X Debit each payment for Bank Expenses as it becomes due according to the terms of the Loan and Security Agreement and any renewals or amendments thereof.

This Authorization is to remain in full force and effect until revoked in writing.


/s/ TS Jenks				December 20, 2007
Borrower Signature				Date


Phone:		COMERICA BANK

Fax:		CLIENT AUTHORIZATION

General Authorization

I hereby authorize Comerica Bank to use my company name, logo, and information relating to our banking relationship in its marketing and advertising campaigns which is intended for Comerica Bank’s customers, prospects and shareholders.

Comerica Bank will forward any advertising or article including client for prior review and approval.

Signature

Printed Name Title

NeoPhotonics Corporation

Company

2911 Zanker Road

Mailing Address

San Jose, CA 95134

City, State, Zip Code

408-232-9200

Phone Number

408-321-5018

Fax Number

E-Mail

December 20, 2007

Date

ATTN: NEOPHOTONICS CORPORATION

USA PATRIOT ACT

NOTICE

CUSTOMER IDENTIFICATION

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

WHAT THIS MEANS FOR YOU: when you open an account, we will ask your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.


Secured Party:		Comerica Bank

Debtor:		NeoPhotonics Corporation

EXHIBIT A to UCC Financing Statement

COLLATERAL DESCRIPTION

LIBOR

Addendum To Loan and Security Agreement

This Addendum to Loan and Security Agreement (this “Addendum”) is entered into as of this 17th day of December, 2007, by and between Comerica Bank (“Bank”) and NeoPhotonics Corporation (“Borrower”).This Addendum supplements the terms of the Note (as defined below).

1.	Definitions.

a. Advance. As used herein, “Advance” means a borrowing requested by Borrower and made by Bank under the Note, including a LIBOR Option Advance and/or a Prime Rate Option Advance.

b. Business Day. As used herein, “Business Day” means any day except a Saturday, Sunday or any other day designated as a holiday under Federal or California statute or regulation.

c. LIBOR. As used herein, “LIBOR” means the rate per annum (rounded upward if necessary, to the nearest whole 1/8 of 1%) and determined pursuant to the following formula:


		LIBOR =		Base LIBOR
				100% - LIBOR Reserve Percentage

(1)

“Base LIBOR” means the rate per annum determined by Bank at which deposits for the relevant LIBOR Period would be offered to Bank in the approximate amount of the relevant LIBOR Option Advance in the inter-bank LIBOR market selected by Bank, upon request of Bank at 10:00 a.m. California time, on the day that is the first day of such LIBOR Period.

(2)

“LIBOR Reserve Percentage” means the reserve percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by Bank for expected changes in such reserve percentage during the applicable LIBOR Period.

d. LIBOR Business Day. As used herein, “LIBOR Business Day” means a Business day on which dealings in Dollar deposits may be carried out in the interbank LIBOR market.

e. LIBOR Period. As used herein, “LIBOR Period” means, with respect to a LIBOR Option Advance:

(1)

Initially, the period commencing on, as the case may be, the date the Advance is made or the date on which the Advance is converted to a LIBOR Option Advance, and continuing for, in every case, a 30, 60 or 90 day period thereafter so long as the LIBOR Option is quoted for such period in the applicable interbank· LIBOR market, as such period is selected by Borrower in the notice of Advance as provided in the Note or in the notice of conversion as provided in this Addendum; and

(2)

thereafter, each period commencing on the last day of the next preceding LIBOR Period applicable to such LIBOR Option Advance and continuing for, in every case, a 30, 60 or 90 day period thereafter so long as the LIBOR Option is quoted for such period in the applicable interbank LIBOR market, as such period is selected by Borrower in the notice of continuation as provided in this Addendum.

f. Note. As used herein, “Note” means the Loan and Security Agreement, dated December 17, 2007, between Bank and Borrower, as it may be amended, modified, supplemented or replaced from time to time.

g. Regulation D. As used herein, “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as amended or supplemented from time to time.

h. Regulatory Development. As used herein, “Regulatory Development” means any or all of the following: (i) any change in any law, regulation or interpretation thereof by any public authority (whether or not having the force of law); (ii) the application of any existing law, regulation or the interpretation thereof by any public authority (whether or not having the force of law); and (iii) compliance by Bank with any requestor directive (whether or not having the force of law) of any public authority.

i. Default. As used herein, “Default” means a Default or Event of Default, as applicable, as each or either such term is defined in the Note.

2. Interest Rate Options. Borrower shall have the following options regarding the interest rate to be paid by Borrower on Advances under the Note:

a. A rate equal to the Applicable Margin plus Bank’s LIBOR, (the “LIBOR Option”), which LIBOR Option shall be in effect during the relevant LIBOR Period; or

b. A rate equal to the Applicable Margin plus the “Prime Rate” as referenced in the Note and quoted from time to time by Bank as such rate may change from time to time (the “Prime Rate Option”).

3. LIBOR Option Advance.

a. The minimum USOR Option Advance will not be less than $250,000 and 00/100 Dollars ($250,000) for any LIBOR Option Advance.

b. There shall be no more than three (3) LIBOR Periods outstanding at any one time.

4. Payment of Interest on LIBOR Option Advances. Interest on each LIBOR Option Advance shall be payable pursuant to the terms of the Note. Interest on such LIBOR Option Advance shall be computed on the basis of a 360-day year and shall be assessed for the actual number of days elapsed from the first day of the LIBOR Period applicable thereto but not including the last day thereof.

5. Bank’s Records Re: LIBOR Option Advances. With respect to each LIBOR Option Advance, Bank is hereby authorized to note the date, principal amount, interest rate and LIBOR Period applicable thereto and any payments made thereon on Bank’s books and records (either manually or by electronic entry) and/or on any schedule attached to the Note, which notations shall be prima facie evidence of the accuracy of the information noted.

6. Selection/Conversion of Interest Rate Options. At the time any Advance is requested under the. Note and/or Borrower wishes to select the LIBOR Option for all or a portion of the outstanding principal balance of the Note, and at the end of each LIBOR Period, Borrower shall give Bank notice specifying (a) the intere.st rate option selected by Borrower; (b) the principal amount Subject thereto; and (c) if the LIBOR Option is selected, the length of the applicable LIBOR Period. Any such notice may be given by telephone so long as, with respect to each LIBOR Option selected by Borrower, (i) Bank receives written confirmation from Borrower not later than three (3) UBO~ Business Days after such telephone notice is given; and (ii) such notice is given to Bank prior to 10:00 a.m., California time, on the first day of the LIBOR Period. For each LIBOR Option requested hereunder, Bank will quote the applicable fixed LIBOR Rate to Borrower at approximately 10:00 a.m., California time, on the first day of the LIBOR Period. If Borrower does not immediately accept the rate quoted by Bank, any subsequent acceptance by Borrower shall be subject to a redetermination of the rate by Bank; provided, however, that if Borrower fails to accept any such quotation given, then the quoted rate shall expire and Bank shall have no obligation to permit a LIBOR Option to be selected on such day. If no specific designation of interest is made at the time any Advance is requested under the Note or at the end of any LIBOR Period, Borrower shall be deemed to have selected the Prime Rate Option for such Advance or the principal amount to which such LIBOR Period applied. At any time the LIBOR Option is in effect, Borrower may, at the end of the applicable LIBOR Period, convert to the Prime Rate Option. At any time the Prime Rate Option is in effect, Borrower may convert to the LIBOR OPTION, and shall designate a LIBOR Period.

7. Default Interest Rate. Upon the occurrence of a Default under the Note, the outstanding principal balance of the Note shall bear interest at the default rate set forth in the Note.

8. Prepayment. In the event that the LIBOR Option is the applicable interest rate for all or any part of the outstanding principal balance of the Note, and any payment or prepayment of any such outstanding principal balance of the Note shall occur on any day other than the last day of the applicable LIBOR Period (whether voluntarily, by acceleration, required payment, or otherwise), or if Borrower elects the LIBOR Option as the applicable interest rate for all or any part of the outstanding principal balance of the Note in accordance with the terms and conditions hereof, and, subsequent to such election, but prior to the commencement of the applicable LIBOR Period, Borrower revokes such election for any reason whatsoever, or if the applicable interest rate in respect of any outstanding principal balance of the

Note hereunder shall be changed, for any reason whatsoever, from the LIBOR Option to the Prime Rate Option prior to the last day of the applicable LIBOR Period, or if Borrower shall fail to make any payment of principal or interest hereunder at any time that the L1BOR Option is the applicable interest rate hereunder in respect of such outstanding principal balance of the Note, Borrower shall reimburse Bank, on demand, for any resulting loss, cost or expense incurred by Bank as a result thereof, including, without limitation, any such loss, cost or expense incurred in obtaining, liquidating, employing or redeploying deposits from third parties. Such amount payable by Borrower to Bank may include, without limitation, an amount equal to the excess, if any, of (a) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, refunded or converted, for the period from the date of such prepayment or of such failure to borrow, refund or convert, through the last day of the relevant LIBOR Period, at the applicable rate of interest for such outstanding principal balance of the Note, as provided under this Note, over (b) the amount of interest (as reasonably determined by Bank) which would have accrued to Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank L1BOR market. Calculation of any amounts payable to Bank under this paragraph shall be made as though Bank shall have actually funded or committed to fund the relevant outstanding principal balance of the Not~ hereunder through the purchase of an underlying deposit in an amount equal to the amount of such outstanding principal balance of the Note and having a maturity comparable to the relevant LIBOR Period; provided, however, that Bank may fund the outstanding principal balance of the Note hereunder in any manner it deems fit and the foregoing assumptions shall be utilized only for the purpose of the calculation of amounts payable under this paragraph. Upon the written request of Borrower, Bank shall deliver to Borrower a certificate setting forth the basis for determining such losses, costs and expenses, which certificate shall be conclusively presumed correct, absent manifest error. Any prepayment hereunder shall also be accompanied by the payment of all accrued and unpaid interest on the amount so prepaid. Any outstanding principal balance of the Note which is bearing interest at such time at the Prime Rate Option may be prepaid without penalty or premium. Partial prepayments hereunder shall be applied to the installments hereunder in the inverse order of their maturities.

BY INITIALING BELOW, BORROWER ACKNOWLEDGE(S) AND AGREE(S) THAT: (A) THERE IS NO RIGHT TO PREPAY ANY L1BOR OPTION ADVANCE, IN WHOLE OR IN PART, WITHOUT PAYING THE PREPAYMENT AMOUNT SET FORTH HEREIN (“PREPAYMENT AMOUNT’), EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE LAW; (B) BORROWER SHALL BE LIABLE FOR PAYMENT OF THE PREPAYMENT AMOUNT IF BANK EXERCISES ITS RIGHT TO ACCELERATE PAYMENT OF ANY LIBOR OPTION ADVANCE AS PART OR ALL OF THE OBLIGATIONS OWING UNDER THE NOTE, INCLUDING WITHOUT LIMITATION, ACCELERATION UNDER A DUE-CN-SALE PROVISION; (C) BORROWER WAIVES ANY RIGHTS UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE OR ANY SUCCESSOR STATUTE; AND (D) BANK HAS MADE EACH L1BOR OPTION DVANCE PURSUANT TO THE NOTE IN RELIANCE ON THESE AGREEMENTS.


/s/ TJ
BORROWER’S INITIALS

9. Hold Harmless and Indemnification. Borrower agrees to indemnify Bank and to hold Bank harmless from, and to reimburse Bank on demand for, all losses and expenses which Bank sustains or incurs as’ a result of (i) any payment of a LIBOR Option Advance prior to the last day of the applicable LIBOR Period for any reason, including, without limitation, termination of the Note, whether pursuant to this Addendum or the occurrence of a Default under the Note; (ii) any termination of a LIBOR Period prior to the date it would otherwise end in accordance with this Addendum; or (iii) any failure by Borrower, for any reason, to borrow any portion of a LIBOR Option Advance.

10. Funding Losses. The indemnification and hold harmless provisions set forth in this Addendum shall include, without limitation, all losses and expenses arising from interest and fees that Bank pays to lenders of funds it obtains in order to fund the loans to Borrower on the basis of the LIBOR Option(s) and all losses incurred in liquidating or re-deploying deposits from which such funds were obtained and loss of profit for the period after termination. A written statement by Bank to Borrower of such losses and expenses shall be conclusive and binding, absent manifest error, for all purposes. This obligation shall survive the termination of this Addendum and the payment of the Note.

11. Regulatory Developments Or Other Circumstances Relating To Illegality or Impracticality of LIBOR. If any Regulatory Development or other circumstances relating to the interbank Euro-dollar markets shall, at any time. in Bank’s reasonable determination, make it unlawful or impractical for Bank to fund or maintain, during any LIBOR Period, to determine or charge interest rates based upon USOR, Bank shall give notice of such circumstances to Borrower and:

(i)

In the case of a LIBOR Period in progress, Borrower shall, if requested by Bank, promptly pay any interest which had accrued prior to such request and the date of such request shall be deemed to be the last day of the term of the LIBOR Period; and

(ii)

No LIBOR Period may be designated thereafter until Bank determines that such would be practical.

12. Additional Costs. Borrower shall pay to Bank from time to time, upon Bank’s request, such amounts as Bank determines are needed to compensate Bank for any costs it incurred which are attributable to Bank having made or maintained a LIBOR Option Advance or to Bank’s obligation to make a LIBOR Option Advance, or any reduction in any amount receivable by Bank hereunder with respect to any USOR Option or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Developments, which (i) change the basis of taxation of any amounts payable to Bank hereunder with respect to taxation of any amounts payable to Bank hereunder with respect to any USOR Option Advance (other than taxes imposed on the overall net income of Bank for any LIBOR Option Advance by the jurisdiction where Bank is headquartered or the jurisdiction where Bank extends the LIBOR Option Advance; (ii) impose or modify any reserve, special deposit, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, Bank (including any LIBOR Option Advance or any deposits· referred to in the definition of LIBOR); or (iii) impose any other condition affecting this Addendum (or any of such extension of credit or liabilities). Bank shall notify Borrower of any event occurring after the date hereof which entitles Bank to compensation pursuant to this paragraph as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by Bank for purposes of this paragraph, shall be conclusive, provided that such determination$ are made on a reasonable basis.

13. Legal Effect. Except as specifically modified hereby, all of the terms and conditions of the Note remain in full force and effect.

IN WITNESS WHEREOF, the parties have agreed to the foregoing as of the date first set forth above.


NEOPHOTONICS CORPORATION Borrower		COMERICA BANK

By:	/s/ TS Jenks	By:	/s/ Guy Simpson Guy Simpson
Title:	Chief Executive Officer	Title:	Vice President

FIRST AMENDMENT

LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of December 18, 2008, by and between COMERICA BANK (“Bank”) and NEOPHOTONICS CORPORATION (“Borrower”).

RECITALS

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of December 20, 2007, as it may be amended from time to time (the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1. The definition of “Eligible Accounts” is hereby added to Exhibit A of the Agreement to read in its entirety as follows:

“‘Eligible Accounts’ means those Accounts that arise in the ordinary course of Borrower’s business. Unless otherwise agreed to by Bank, Eligible Accounts shall not include the following:

(a)

Accounts that the account debtor has failed to pay in full within 90 days of invoice date;

(b)

Credit balances over 90 days;

(c)

Accounts with respect to an account debtor, 25% of whose Accounts the account debtor has failed to pay within 90 days of invoice date;

(d)

Accounts with respect to an account debtor, including Subsidiaries and Affiliates, whose total obligations to Borrower exceed 25% of all Accounts, to the extent such obligations exceed the aforementioned percentage, except as approved in writing by Bank;

(e)

Accounts with respect to which the account debtor does not have its principal place of business in the United States;

(f)

Accounts with respect to which the account debtor is the United States or any department, agency, or instrumentality of the United States, except for Accounts of the United States if the payee has assigned its payment rights to Bank and the assignment has been acknowledged under the Assignment of Claims Act of 1940 (31 U.S.C. 3727);

(g)

Accounts with respect to which Borrower is liable to the account debtor for goods sold or services rendered by the account debtor to Borrower, but only to the extent of any amounts owing to the account debtor against amounts owed to Borrower;

(h)

Accounts with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and hold, demo or promotional, or other terms by reason of which the payment by the account debtor may be conditional;

(i)

Accounts with respect to which the account debtor is an officer, employee, agent or Affiliate of Borrower;

(j)

Accounts that have not yet been billed to the account debtor or that relate to deposits (such as good faith deposits) or other property of the account debtor held by Borrower for the performance of services or delivery of goods which Borrower has not yet performed or delivered;

(k)

Accounts with respect to which the account debtor disputes liability or makes any claim with respect thereto as to which Bank believes, in its sole discretion, that there may be a basis for dispute (but only to the extent of the amount subject to such dispute or claim), or is subject to any Insolvency Proceeding, or becomes insolvent, or goes out of business;

(l)

Accounts the collection of which Bank reasonably determines after inquiry and consultation with Borrower to be doubtful; and

(m)

Retentions and hold-backs.”

2. The definition of “Liquidity” set forth in Exhibit A to the Agreement is hereby amended and restated to read in its entirety as follows:

“‘Liquidity’ means the sum of (i) Cash of Borrower and its domestic Subsidiaries in accounts maintained at Bank, plus (ii) Cash of Borrower and its domestic Subsidiaries in accounts maintained at Bank’s Affiliates, provided that such accounts are governed by fully executed control agreements in form and substance acceptable to Bank, plus (iii) Eligible Accounts owing from account debtors that are organized under the laws of a state of the United States and that have their principal place of business in the United States.”

3. Section 2.3(a) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(a)

Interest Rates.

(i)

Advances. Except as set forth in Section 2.3(b), the Advances shall bear interest, on the outstanding daily balance thereof, at either the Daily Adjusting LIBOR Rate (as defined in the LIBOR Addendum) or the LIBOR-based Rate (as defined in the LIBOR Addendum), as set forth in the LIBOR Addendum.

(ii)

Equipment Advances. Except as set forth in Section 2.3(b), the Equipment Advances shall bear interest, on the outstanding daily balance thereof, at either the Daily Adjusting LIBOR Rate (as defined in the LIBOR Addendum) or the LIBOR-based Rate (as defined in the LIBOR Addendum), as set forth in the LIBOR Addendum.

(iii)

Term Loan. Except as set forth in Section 2.3(b), the Term Loan shall bear interest, on the outstanding daily balance thereof, at either the Daily Adjusting LIBOR Rate (as defined in the LIBOR Addendum) or the LIBOR-based Rate (as defined in the LIBOR Addendum), as set forth in the LIBOR Addendum.”

4. Section 2.3(c) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(c) Payments. Interest hereunder shall be due and payable (i) on the twentieth calendar day of each month during the term hereof with respect to Credit Extensions bearing interest at the Daily Adjusting LIBOR Rate and (ii) on the last day of the applicable LIBOR Period with respect to Credit Extensions bearing interest at the LIBOR-based Rate. Bank shall, at its option, charge such interest, all Bank Expenses, and all Periodic Payments against any of Borrower’s deposit accounts or against the Revolving Line, in which case those amounts shall thereafter accrue interest at the rate then applicable hereunder. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder.”

5. Section 6.7(a) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Tangible Net Worth. Tested monthly, a Tangible Net Worth of not less than the amounts set forth below during the applicable period set forth below:


Period		Minimum Tangible Net Worth
Closing Date through and including September 30, 2008		$72,606,000
October 1, 2008 through and including December 31, 2008		$65,000,000
January 1, 2009 through and including March 30, 2009		$60,000,000
April 1, 2009 through and including June 30, 2009		$57,000,000
July 1, 2009 through and including September 30, 2009		$54,000,000
October 1, 2009 and the last day of each month thereafter		$50,000,000

Bank hereby waives Borrower’s violation of the Tangible Net Worth covenant for the month ending October 31, 2008. This waiver is specific as to content and time, shall be limited precisely as written, and shall not constitute a waiver of any other current or future Default or Event of Default or breach of any covenant contained in the Agreement or the terms and conditions of any other Loan Documents.”

6. Exhibits D and E of the Agreement are hereby replaced with Exhibits D and E attached hereto.

7. Borrower is a party to certain documents, instruments and/or agreements (collectively, the “Documents”) with or between it and Comerica Bank, a Michigan banking corporation (the “Merged Bank”). The Merged Bank has been merged with and into Comerica Bank, a Texas banking association. Borrower hereby acknowledges and agrees that any reference in the Documents to Comerica Bank, a Michigan banking corporation, shall mean Comerica Bank, a Texas banking association, as successor by merger to the Merged Bank.

8. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.

9. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.

10. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

11. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

(a)

this Amendment, duly executed by Borrower;

(b)

a Certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;

(c)

an Affirmation of Guaranties and Third Party Security Agreements, duly executed by the Guarantors;

(d)

a LIBOR Addendum to Loan and Security Agreement, duly executed by Borrower;

(e)

all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts; and

(f)

such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

12. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.


NEOPHOTONICS CORPORATION

By:		/s/ TS Jenks
Title:		T.S. Jenks, CEO

COMERICA BANK

By:		/s/ Guy Simpson
Title:		Vice President

EXHIBIT D

Form of Compliance Certificate

Please send all Required Reporting to:

Comerica Bank

Technology & Life Sciences Division

Loan Analysis Department

Five Palo Alto Square, Suite 800

3000 El Camino Real

Palo Alto, CA 94306

Phone: (650) 846-6820

Fax: (650) 846-6840


FROM:		NEOPHOTONICS CORPORATION

Please indicate compliance status by circling Yes/No under “Complies” column.


REPORTING COVENANTS	REQUIRED	COMPLIES
Company Prepared Monthly F/S	Monthly, within 25 days	YES	NO
Company Prepared Quarterly F/S	Quarterly, within 25 days of FQE
Compliance Certificate	Monthly, within 25 days	YES	NO
Company Prepared Annual Financials	Annually, within 90 days of FYE	YES	NO
CPA Audits, Unqualified F/S	Annually, within 180 days of FYE	YES	NO
Intellectual Property Report	Quarterly, within 30 days	YES	NO
Domestic A/R Aging	Monthly, within 25 days	YES	NO
If Public:
10-Q	Quarterly, within 5 days of SEC filing (50 days)	YES	NO
10-K	Annually, within 5 days of SEC filing (95 days)	YES	NO


FINANCIAL COVENANTS	REQUIRED	ACTUAL	COMPLIES
TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED:

Minimum Liquidity Ratio	1.50:1.00	:1.00	YES	NO
Minimum TNW	See Section 6.7(a)	$	YES	NO

Please Enter Below Comments Regarding Covenant Violations:


Very truly yours				BANK USE ONLY
				Rec’d By:
Authorized Signer				Date:
				Reviewed By:
				Date:
				Financial Compliance Status: YES/NO
Name:

Title

Exhibit E

LIBOR Addendum to Loan and Security Agreement

(see attached)

Corporation Resolutions and Incumbency Certification

Authority to Procure Loans

I certify that I am the duly elected and qualified Secretary of NeoPhotonics Corporation (the “Corporation”); that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance with its bylaws and applicable statutes.

Copy of Resolutions:

Be it Resolved, That:

1.	Any one (1) of the following Chief Executive Officer and Chief Financial Officer of the Corporation are/is authorized, for, on behalf of, and in the name of the Corporation to:

(a)

Negotiate and procure loans, letters of credit and other credit or financial accommodations from Comerica Bank (“Bank”), including, without limitation, that certain Loan and Security Agreement dated as December 20, 2007, as amended from time to time, including but not limited to that certain First Amendment to Loan and Security Agreement dated as of December 18, 2008 (collectively, the “Agreement”);

(b)

Discount with the Bank, commercial or other business paper belonging to the Corporation made or drawn by or upon third parties, without limit as to amount;

(c)

Purchase, sell, exchange, assign, endorse for transfer and/or deliver certificates and/or instruments representing stocks, bonds, evidences of Indebtedness or other securities owned by the Corporation, whether or not registered in the name of the Corporation;

(d)

Give security for any liabilities of the Corporation to the Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible or intangible of the Corporation;

(e)

Issue a warrant or warrants to purchase the Corporation’s capital stock; and

(f)

Execute and deliver in form and content as may be required by the Bank any and all notes, evidences of Indebtedness, applications for letters of credit, guaranties, subordination agreements, loan and security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts and other agreements, instruments or documents to carry out the purposes of these Resolutions, any or all of which may relate to all or to substantially all of the Corporation’s property and assets.

2.	Said Bank be and it is authorized and directed to pay the proceeds of any such loans or discounts as directed by the persons so authorized to sign, in accordance with the Agreement.

3.	Any and all agreements, instruments and documents previously executed and acts and things previously done to carry out the purposes of these Resolutions are ratified, confirmed and approved as the act or acts of the Corporation.

These Resolutions shall continue in force, and the Bank may consider the holders of said offices and their signatures to be and continue to be as set forth in a certified copy of these Resolutions delivered to the Bank, until notice to the contrary in writing is duly served on the Bank (such notice to have no effect on any action previously taken by the Bank in reliance on these Resolutions).

Any person, corporation or other legal entity dealing with the Bank may rely upon a certificate signed by an officer of the Bank to the effect that these Resolutions and any agreement, instrument or document executed pursuant to them are still in full force and effect and binding upon the Corporation.

6.	The Bank may consider the holders of the offices of the Corporation and their signatures, respectively, to be and continue to be as set forth in the Certificate of the Secretary of the Corporation until notice to the contrary in writing is duly served on the Bank.

I further certify that the above Resolutions are in full force and effect as of the date of this Certificate; that these Resolutions and any borrowings or financial accommodations under these Resolutions have been properly noted in the corporate books and records, and have not been rescinded, annulled, revoked or modified; that neither the foregoing Resolutions nor any actions to be taken pursuant to them are or will be in contravention of any provision of the certificate of incorporation or bylaws of the Corporation or of any agreement, indenture or other instrument to which the Corporation is a party or by which it is bound; and that neither the certificate of incorporation nor bylaws of the Corporation nor any agreement, indenture or other instrument to which the Corporation is a party or by which it is bound require the vote or consent of shareholders of the Corporation to authorize any act, matter or thing described in the foregoing Resolutions.

I further certify that the following named persons have been duly elected to the offices set opposite their respective names, that they continue to hold these offices at the present time, and that the signatures which appear below are the genuine, original signatures of each respectively:

(PLEASE SUPPLY GENUINE SIGNATURES OF AUTHORIZED SIGNERS BELOW)


NAME (Type or Print)	TITLE	SIGNATURE
T.S. Jenks	CEO	/s/ TS Jenks

In Witness Whereof, I have affixed my name as Secretary and have caused the corporate seal (where available) of said Corporation to be affixed on December 18, 2008.

/s/ James D. Fay

Secretary


The Above Statements are Correct.		/s/ TS Jenks
		SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE. A SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY IS AUTHORIZED TO SIGN ALONE.

Failure to complete the above when the Secretary is authorized to sign alone shall constitute a certification by the Secretary that the Secretary is the sole Shareholder, Director and Officer of the Corporation.

AFFIRMATION OF GUARANTIES AND THIRD PARTY SECURITY AGREEMENTS

This AFFIRMATION OF GUARANTIES AND THIRD PARTY SECURITY AGREEMENTS is made as of December 18, 2008, by the undersigned (collectively and individually, “Guarantor”) for the benefit of Comerica Bank (“Bank”).

RECITALS

Bank and NeoPhotonics Corporation (“Borrower”) are parties to that certain Loan and Security Agreement dated as of December 20, 2007, as amended from time to time (the “Loan Agreement”). Each Guarantor executed for the benefit of Bank an Unconditional Guaranty dated as of December 20, 2007 (individually and collectively, the “Guaranty”), guarantying all amounts owing by Borrower to Bank. Each Guarantor also executed for the benefit of Bank a Third Party Security Agreement dated December 20, 2007, granting to Bank a security interest in the collateral described therein (individually and collectively, the “Security Agreement”). Borrower and Bank propose to enter into a First Amendment to Loan and Security Agreement of even date herewith (the “Amendment”), which amends the Loan Agreement. Bank has agreed to enter into the Amendment provided, among other things, that each Guarantor consent to the entry by Borrower into the Amendment and related documents and agrees that each Guaranty will remain effective as set forth herein.

AGREEMENT

NOW, THEREFORE, each Guarantor agrees as follows:

Each Guarantor consents to the execution, delivery and performance by Borrower of the Amendment and the documents and instruments executed in connection therewith, as well as all other amendments and modifications to the Loan Agreement.

1. The Guaranty and the Security Agreement shall remain in full force and effect with respect to all of Borrower’s obligations under the Loan Agreement as amended by the Amendment and otherwise. Each Guarantor confirms that such Guarantor has no defenses against its obligations under the Guaranty or the Security Agreement.

2. Each Guarantor represents and warrants that the representations, warranties and covenants contained in the Guaranty and the Security Agreement are true and correct as of the date of this Amendment and remain in full force and effect. Unless otherwise defined, all capitalized terms in this Affirmation shall be as defined in the Guaranty or the Security Agreement, as applicable.

3. Each Guarantor represents and warrants that the security interest granted Bank pursuant to the Security Agreement of even date therewith remains in full force and effect as a first in priority perfected security interest against the Collateral identified therein.

4. Each Guarantor is a party to certain documents, instruments and/or agreements (collectively, the “Documents”) with or between it and Comerica Bank, a Michigan banking corporation (the “Merged Bank”). The Merged Bank has been merged with and into Comerica Bank, a Texas banking association. Each Guarantor hereby acknowledges and agrees that any reference in the Documents to Comerica Bank, a Michigan banking corporation, shall mean Comerica Bank, a Texas banking association, as successor by merger to the Merged Bank.

[signatures on following page]

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IN WITNESS WHEREOF, the undersigned Guarantor has executed this Affirmation as of the first date above written.


GUARANTORS:

LIGHTCONNECT, INC.

By:		/s/ TS Jenks
Name:		Timothy S. Jenks
Title:		President

BEAMEXPRESS, INC.

By:		/s/ TS Jenks
Name:		Timothy S. Jenks
Title:		Chief Executive Officer

PAXERA LLC

By:		/s/ TS Jenks
Name:		NeoPhotonics Corporation, Timothy S. Jenks
Title:		Member

OPTUN, INC.

By:		/s/ TS Jenks
Name:		Timothy S. Jenks
Title:		Chief Executive Officer

LIGHTWAVE MICROSYSTEMS CORPORATION

By:		/s/ TS Jenks
Name:		Timothy S. Jenks
Title:		President

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LIBOR Addendum To Loan and Security Agreement

This LIBOR Addendum to Loan and Security Agreement (this “Addendum”) is entered into as of December , 2008, by and between Comerica Bank (“Bank”) and Neophotonics Corporation, a Delaware corporation (“Borrower”). This Addendum supplements the terms of the Loan and Security Agreement dated December 20, 2007 (as amended from time to time, the “Agreement”).

1. Definitions. As used in this Addendum, the following terms shall have the following meanings. Initially capitalized terms used and not defined in this Addendum shall have the meanings ascribed thereto in the Agreement.

(h) “Advance” means a borrowing requested by Borrower and made by Bank under the Agreement, including any refunding of an outstanding Advance as the same type of Advance or the conversion of any such outstanding Advance to another type of Advance, and shall include a LIBOR-based Advance, a Daily Adjusting LIBOR Rate Advance and (subject to the terms of this Addendum) a Prime-based Advance.

(i) “Applicable Interest Rate” means the LIBOR-based Rate or the Daily Adjusting LIBOR Rate (as selected by Borrower from time to time or as otherwise determined) or the Prime-based Rate, during any period when the Indebtedness is required to bear interest at the Prime-based Rate in accordance with the terms and conditions of this Addendum.

(j) “Applicable Margin” means , as of any date of determination thereof, the applicable interest rate margin, determined by reference to the appropriate columns in the pricing matrix set forth below:


Basis for Pricing	Level I	Level II
A ratio of Liquidity (as defined in the Agreement) to the aggregate outstanding amount of all Credit Extensions (as defined in the Agreement)	<1.70 : 1.00	³1.70 : 1.00

Advances under the Revolving Line Daily Adjusting LIBOR Rate margin and, to the extent applicable, the Prime-based Rate margin	3.25% per annum	2.50% per annum

Advances under the Revolving Line LIBOR-based Rate margin	3.25% per annum	3.25% per annum

Advances under the Equipment Line and the Term Loan Daily Adjusting LIBOR Rate margin and, to the extent applicable, the Prime-based Rate margin	3.50% per annum	2.75% per annum

Advances under the Equipment Line and the Term Loan LIBOR-based Rate margin	3.50% per annum	2.75% per annum

(k) “Business Day” means any day, other than a Saturday, Sunday or any other day designated as a holiday under Federal or applicable State statute or regulation, on which Bank is open for all or substantially all of its domestic and international business (including dealings in foreign exchange) in Detroit, Michigan and San Jose, California, and, in respect of notices and determinations relating to LIBOR-based Advances, Daily Adjusting LIBOR Rate Advances, the LIBOR-based Rate, and the Daily Adjusting LIBOR Rate, also a day on which dealings in dollar deposits are also carried on in the London interbank market and on which banks are open for business in London, England.

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(l) “Daily Adjusting LIBOR Rate” means, for any day, a per annum interest rate which is equal to the Applicable Margin, plus the quotient of the following:

(1) for any day, the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars for a period equal to one (1) month appearing on Page BBAM of the Bloomberg Financial Markets Information Service as of 8:00 a.m. (California time) (or as soon thereafter as practical) on such day, or if such day is not a Business Day, on the immediately preceding Business Day. In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service) on any day, the “Daily Adjusting LIBOR Rate” for such day shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be reasonably selected by Bank, or in the absence of such other service, the “Daily Adjusting LIBOR Rate” for such day shall, instead, be determined based upon the average of the rates at which Bank is offered dollar deposits at or about 8:00 a.m. (California time) (or as soon thereafter as practical), on such day, or if such day is not a Business Day, on the immediately preceding Business Day, in the interbank eurodollar market in an amount comparable to the principal amount of the Indebtedness which is to bear interest at such Daily Adjusting LIBOR Rate and for a period equal to one (1) month;

divided by

(2) a percentage (expressed as a decimal) equal to 1.00 minus the maximum rate on such day at which Bank is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Bank is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category.

(m) “Daily Adjusting LIBOR Rate Advance” means an Advance which bears interest at the Daily Adjusting LIBOR Rate.

(n) “LIBOR-based Advance” means an Advance which bears interest at the LIBOR-based Rate.

(o) “LIBOR-based Rate” means a per annum interest rate which is equal to the sum of the Applicable Margin, plus the quotient of the following:

(1) the LIBOR Rate;

divided by

(2) a percentage (expressed as a decimal) equal to 1.00 minus the maximum rate during such LIBOR Period at which Bank is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Bank is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category.

(p) “LIBOR Lending Office” means Bank’s office located in the Cayman Islands, British West Indies, or such other branch of Bank, domestic or foreign, as it may hereafter designate as its LIBOR Lending Office by notice to Borrower.

(q) “LIBOR Period” means, with respect to a LIBOR-based Advance, a period of one (1) month, two (2) months, or three (3) months, as selected by Borrower (and which period is acceptable to Bank in its sole discretion), or as otherwise determined pursuant to and in accordance with the terms of this Addendum, commencing on the day a LIBOR-based Advance is made or the day an Advance is converted to a LIBOR-based Advance or the day an outstanding LIBOR-based Advance is refunded or continued as another LIBOR-based Advance for an applicable LIBOR Period, provided that any LIBOR Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day, except that if the next succeeding Business Day falls in another calendar month, the LIBOR Period shall end on the next preceding Business Day, and when a LIBOR Period begins on a day which has no numerically corresponding day in the

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calendar month during which such LIBOR Period is to end, it shall end on the last Business Day of such calendar month. In the event that any LIBOR-based Advance is at any time refunded or continued as another LIBOR-based Advance for an additional LIBOR Period, such LIBOR Period shall commence on the last day of the preceding LIBOR Period then ending.

(r) “LIBOR Rate” means, with respect to any Indebtedness outstanding under the Agreement at the LIBOR-based Rate, the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars for a period equal to the relevant LIBOR Period for such Indebtedness, commencing on the first day of such LIBOR Period, appearing on Page BBAM of the Bloomberg Financial Markets Information Service as of 8:00 a.m. (California time) (or as soon thereafter as practical), two (2) Business Days prior to the first day of such LIBOR Period. In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service), the “LIBOR Rate” shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be agreed upon by Bank and Borrower, or, in the absence of such agreement, the “LIBOR Rate” shall, instead, be the per annum rate equal to the average of the rates at which Bank is offered dollar deposits at or about 8:00 a.m. (California time) (or as soon thereafter as practical), two (2) Business Days prior to the first day of such LIBOR Period in the interbank eurodollar market in an amount comparable to the principal amount of the respective LIBOR-based Advance which is to bear interest at such LIBOR-based Rate and for a period equal to the relevant LIBOR Period.

(s) “Prime Rate” means the per annum interest rate established by Bank as its prime rate for its borrowers, as such rate may vary from time to time, which rate is not necessarily the lowest rate on loans made by Bank at any such time.

(t) “Prime-based Advance” means an Advance which bears interest at the Prime-based Rate.

(u) “Prime-based Rate” means a per annum interest rate which is equal to the sum of the Applicable Margin plus the greater of (i) the Prime Rate; or (ii) the rate of interest equal to the sum of (a) one percent (1%), and (b) the rate of interest equal to the average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers (the “Overnight Rates”), as published by the Federal Reserve Bank of New York, or, if the Overnight Rates are not so published for any day, the average of the quotations for the Overnight Rates received by Bank from three (3) Federal funds brokers of recognized standing selected by Bank, as the same may be changed from time to time.

k. “Request for Advance” means a Request for Advance issued by Borrower in the form of Exhibit “A” attached hereto and incorporated herein by this reference.

2. Interest Rate Options. Subject to the terms and conditions of this Addendum, each of the Advances made under the Agreement shall bear interest at the LIBOR-based Rate or the Daily Adjusting LIBOR Rate, as elected by Borrower or as otherwise determined under this Addendum, except during any period of time during which, in accordance with the terms and conditions of this Addendum, the Indebtedness under the Agreement shall bear interest at the Prime-based Rate.

3. Payment of Interest on Advances. Accrued and unpaid interest on the unpaid balance of each outstanding Advance shall be payable monthly, in arrears, on the twentieth day of each month, until maturity (whether as stated herein, by acceleration, or otherwise). Subject to the definition of “LIBOR Period” hereunder, in the event that any payment under this Addendum becomes due and payable on any day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day, and, to the extent applicable, interest shall continue to accrue and be payable thereon during such extension at the rates set forth in this Addendum. Interest accruing at the Daily Adjusting LIBOR Rate and at the Prime-based Rate (to the extent applicable) shall be computed on the basis of a year of 360 days, and shall be assessed for the actual number of days elapsed, and in such computation, effect shall be given to any change in the Applicable Interest Rate as a result of any change in the Daily Adjusting LIBOR Rate or, to the extent applicable, the Prime-based Rate, on the date of each such change. Interest accruing at the LIBOR-based Rate shall be computed on the basis of a 360 day year and shall be assessed for the actual number of days elapsed from the first day of the LIBOR Period applicable thereto but not including the last day thereof.

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4. Bank’s Records Re: Advances. The amount and date of each Advance, its Applicable Interest Rate, its LIBOR Period, if applicable, and the amount and date of any repayment shall be noted on Bank’s records, which records shall be conclusive evidence thereof, absent manifest error; provided, however, any failure by Bank to make any such notation, or any error in any such notation, shall not relieve Borrower of its obligations to repay Bank all amounts payable by Borrower to Bank under or pursuant to this Addendum and the Agreement, when due in accordance with the terms hereof. For any LIBOR-based Advance or any Daily Adjusting LIBOR Advance, if Bank shall designate a LIBOR Lending Office which maintains books separate from those of the rest of Bank, Bank shall have the option of maintaining and carrying such Advance on the books of such LIBOR Lending Office.

5. Selection/Conversion of Interest Rate Options. Borrower may request an Advance hereunder, including the refunding of an outstanding Advance as the same type of Advance or the conversion of an outstanding Advance to another type of Advance, upon the delivery to Bank of a Request for Advance executed by Borrower, subject to the following: (a) Bank shall not have made demand under the Agreement and no Event of Default, or any condition or event which, with the giving of notice or the running of time, or both, would constitute an Event of Default, shall have occurred and be continuing or exist under the Agreement; (b) each such Request for Advance shall set forth the information required on the Request for Advance form attached hereto as Exhibit “A”; (c) each such Request for Advance shall be delivered to Bank by 10:00 a.m. (California time) on the proposed date of the requested Advance; (d) the principal amount of each LIBOR-based Advance shall be at least Two Hundred Fifty Thousand Dollars ($250,000.00); (e) the proposed date of any refunding of any outstanding LIBOR-based Advance as another LIBOR-based Advance or the conversion of any outstanding LIBOR-based Advance to another type of Advance shall only be on the last day of the LIBOR Period applicable to such outstanding LIBOR-based Advance; and (f) a Request for Advance, once delivered to Bank, shall not be revocable by Borrower. There shall be no more than three (3) LIBOR Periods outstanding at any one time.

(h) Advances hereunder may be requested in Borrower’s discretion by telephonic notice to Bank. Any Advance requested by telephonic notice shall be confirmed by Borrower that same day by submission to Bank, either by first class mail, facsimile or other means of delivery acceptable to Bank, of the written Request for Advance aforementioned. Borrower acknowledges that if Bank makes an Advance based on a telephonic request, it shall be for Borrower’s convenience and all risks involved in the use of such procedure shall be borne by Borrower, and Borrower expressly agrees to indemnify and hold Bank harmless therefor. Bank shall have no duty to confirm the authority of anyone requesting an Advance by telephone.

(i) If, as to any outstanding LIBOR-based Advance, Bank shall not receive a timely Request for Advance, or telephonic notice, in accordance with the foregoing requesting the refunding or continuation of such Advance as another LIBOR-based Advance for a specified LIBOR Period or the conversion of such Advance to a Daily Adjusting LIBOR Rate Advance, effective as of the last day of the LIBOR Period applicable to such outstanding LIBOR-based Advance, and as of the last day of each succeeding LIBOR Period, the principal amount of such Advance which is not then repaid shall be automatically refunded or continued as a LIBOR-based Advance having a LIBOR Period equal to the same period of time as the LIBOR Period then ending for such outstanding LIBOR-based Advance, unless Borrower is/are not entitled to request LIBOR-based Advances hereunder or otherwise elect the LIBOR-based Rate as the Applicable Interest Rate for the principal Indebtedness outstanding hereunder in accordance with the terms of this Addendum, or the LIBOR-based Rate is not otherwise available to Borrower as the Applicable Interest Rate hereunder for the principal Indebtedness outstanding hereunder in accordance with the terms of this Addendum, in which case, the Prime-based Rate shall be the Applicable Interest Rate hereunder in respect of such Indebtedness for such period, subject in all respects to the terms and conditions of the Agreement. The foregoing shall not in any way whatsoever limit or otherwise affect Bank’s right to make demand for payment of all or any part of the Indebtedness at any time in Bank’s sole and absolute discretion or any of Bank’s rights or remedies under the Agreement upon the occurrence of any Event of Default thereunder, or any condition or event which, with the giving of notice or the running of time, or both, would constitute an Event of Default.

6. Default Interest Rate. From and after the occurrence of any Event of Default, and so long as any such Event of Default remains unremedied or uncured thereafter, the Indebtedness outstanding under the Agreement shall bear interest at a per annum rate of three percent (3%) above the otherwise Applicable Interest Rate, which interest shall be payable upon demand. In addition to the foregoing, a late payment charge equal to five percent (5%) of each late payment hereunder may be charged on any payment not received by Bank within ten (10) calendar

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days after the payment due date therefor, but acceptance of payment of any such charge shall not constitute a waiver of any Event of Default under the Agreement. In no event shall the interest payable under this Addendum and the Agreement at any time exceed the maximum rate permitted by law.

7. Prepayment. If Borrower make(s) any payment of principal with respect to any LIBOR-based Advance on any day other than the last day of the LIBOR Period applicable thereto (whether voluntarily, by acceleration, required payment or otherwise), or if Borrower fail(s) to borrow any LIBOR-based Advance after notice has been given by Borrower (or any of them) to Bank in accordance with the terms of this Addendum requesting such Advance, or if Borrower fail(s) to make any payment of principal or interest in respect of a LIBOR-based Advance when due, Borrower shall reimburse Bank, on demand, for any resulting loss, cost or expense incurred by Bank as a result thereof, including, without limitation, any such loss, cost or expense incurred in obtaining, liquidating, employing or redeploying deposits from third parties, whether or not Bank shall have funded or committed to fund such Advance. Such amount payable by Borrower to Bank may include, without limitation, an amount equal to the excess, if any, of (a) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, refunded or converted, for the period from the date of such prepayment or of such failure to borrow, refund or convert, through the last day of the relevant LIBOR Period, at the applicable rate of interest for said Advance(s) provided under this Addendum, over (b) the amount of interest (as reasonably determined by Bank) which would have accrued to Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. Calculation of any amounts payable to Bank under this paragraph shall be made as though Bank shall have actually funded or committed to fund the relevant LIBOR-based Advance through the purchase of an underlying deposit in an amount equal to the amount of such Advance and having a maturity comparable to the relevant LIBOR Period; provided, however, that Bank may fund any LIBOR-based Advance in any manner it deems fit and the foregoing assumptions shall be utilized only for the purpose of the calculation of amounts payable under this paragraph. Upon the written request of Borrower, Bank shall deliver to Borrower a certificate setting forth the basis for determining such losses, costs and expenses, which certificate shall be conclusively presumed correct, absent manifest error. Borrower may prepay all or part of the outstanding balance of any Daily Adjusting LIBOR Rate Advance under this Addendum or any Indebtedness which is bearing interest at the Prime-based Rate at any such time without premium or penalty. Any prepayment hereunder shall also be accompanied by the payment of all accrued and unpaid interest on the amount so prepaid. Borrower hereby acknowledges and agrees that the foregoing shall not, in any way whatsoever, limit, restrict, or otherwise affect Bank’s right to make demand for payment of all or any part of the Indebtedness under the Agreement due on a demand basis in Bank’s sole and absolute discretion, whether such Indebtedness is bearing interest at the Daily Adjusting LIBOR Rate, the LIBOR-based Rate or the Prime-based Rate at such time.

BY INITIALING BELOW, BORROWER ACKNOWLEDGE(S) AND AGREE(S) THAT: (A) THERE IS NO RIGHT TO PREPAY ANY LIBOR-BASED RATE ADVANCE, IN WHOLE OR IN PART, WITHOUT PAYING THE PREPAYMENT AMOUNT SET FORTH HEREIN (“PREPAYMENT AMOUNT”), EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE LAW; (B) BORROWER SHALL BE LIABLE FOR PAYMENT OF THE PREPAYMENT AMOUNT IF BANK EXERCISES ITS RIGHT TO ACCELERATE PAYMENT OF ANY LIBOR-BASED RATE ADVANCE AS PART OR ALL OF THE OBLIGATIONS OWING UNDER THE AGREEMENT, INCLUDING WITHOUT LIMITATION, ACCELERATION UNDER A DUE-ON-SALE PROVISION; (C) BORROWER WAIVES ANY RIGHTS UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE OR ANY SUCCESSOR STATUTE; AND (D) BANK HAS MADE EACH LIBOR-BASED RATE ADVANCE PURSUANT TO THE AGREEMENT IN RELIANCE ON THESE AGREEMENTS.

/s/ TSJ

BORROWER’S INITIALS

8. Regulatory Developments or Other Circumstances Relating to the LIBOR-based Rate or the Daily Adjusting LIBOR Rate.

(h) If, at any time, Bank determines that, (a) Bank is unable to determine or ascertain the LIBOR-based Rate or the Daily Adjusting LIBOR Rate, or (b) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars in the applicable amounts or for the relative maturities are not being offered to Bank for any applicable Advance or LIBOR Period, or (c) the LIBOR-based Rate or the Daily Adjusting LIBOR Rate will not accurately or fairly cover or reflect the cost to Bank of maintaining any

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of the Indebtedness under this Addendum at the LIBOR-based Rate or the Daily Adjusting LIBOR Rate, then Bank shall forthwith give notice thereof to Borrower. Thereafter, until Bank notifies Borrower that such conditions or circumstances no longer exist, the right of Borrower to request a LIBOR-based Advance or a Daily Adjusting LIBOR Rate Advance and to convert an Advance to or refund an Advance as a LIBOR-based Advance or a Daily Adjusting LIBOR Rate Advance shall be suspended, and the Prime-based Rate shall be the Applicable Interest Rate for all Indebtedness during such period of time.

(i) If, after the date hereof, the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Bank (or its LIBOR Lending Office) with any request or directive (whether or not having the force of law) of any such authority, shall make it unlawful or impossible for the Bank (or its LIBOR Lending Office) to make or maintain any Advance with interest at the LIBOR-based Rate or the Daily Adjusting LIBOR Rate, Bank shall forthwith give notice thereof to Borrower. Thereafter, (a) until Bank notifies Borrower that such conditions or circumstances no longer exist, the right of Borrower to request a LIBOR-based Advance or a Daily Adjusting LIBOR Rate Advance and to convert an Advance to or refund an Advance as a LIBOR-based Advance or a Daily Adjusting LIBOR Rate Advance shall be suspended, and thereafter, the Prime-based Rate shall be the Applicable Interest Rate for all Indebtedness, and (b) if Bank may not lawfully continue to maintain an outstanding LIBOR-based Advance to the end of the then current LIBOR Period applicable thereto, the Prime-based Rate shall be the Applicable Interest Rate for the remainder of such LIBOR Period with respect to such outstanding Advance.

(j) Further, at any time upon prior written notice to Borrower, Bank may, in its sole discretion based upon its good faith belief that the Prime-based Rate is an appropriate basis for its floating rate loans, suspend use of the Daily Adjusting LIBOR Rate as an Applicable Interest Rate hereunder, at which time, the Prime-based Rate shall thereafter replace the Daily Adjusting LIBOR Rate as an Applicable Interest Rate for Indebtedness outstanding under the Agreement, unless Bank, in its sole discretion based upon its good faith belief that the Prime-based Rate is no longer an appropriate basis for its floating rate loans, rescinds such notice, in which case, the Daily Adjusting LIBOR Rate shall, upon written notice from Bank to Borrower, again be an Applicable Interest Rate hereunder and use of the Prime-based Rate as an Applicable Interest Rate for Indebtedness outstanding under the Agreement shall be suspended.

(k) If the adoption after the date hereof, or any change after the date hereof in, any applicable law, rule or regulation (whether domestic or foreign) of any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Bank (or its LIBOR Lending Office) with any request or directive (whether or not having the force of law) made by any such authority, central bank or comparable agency after the date hereof: (a) shall subject Bank (or its LIBOR Lending Office) to any tax, duty or other charge with respect to this Addendum or any Indebtedness under the Agreement, or shall change the basis of taxation of payments to Bank (or its LIBOR Lending Office) of the principal of or interest under this Addendum or any other amounts due under this Addendum in respect thereof (except for changes in the rate of tax on the overall net income of Bank or its LIBOR Lending Office imposed by the jurisdiction in which Bank’s principal executive office or LIBOR Lending Office is located); or (b) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Bank (or its LIBOR Lending Office), or shall impose on Bank (or its LIBOR Lending Office) or the foreign exchange and interbank markets any other condition affecting this Addendum or the Indebtedness; and the result of any of the foregoing is to increase the cost to Bank of maintaining any part of the Indebtedness or to reduce the amount of any sum received or receivable by Bank under this Addendum by an amount deemed by the Bank to be material, then Borrower shall pay to Bank, within fifteen (15) days of Borrower’s receipt of written notice from Bank demanding such compensation, such additional amount or amounts as will compensate Bank for such increased cost or reduction. A certificate of Bank, prepared in good faith and in reasonable detail by Bank and submitted by Bank to Borrower, setting forth the basis for determining such additional amount or amounts necessary to compensate Bank shall be conclusive and binding for all purposes, absent manifest error.

(l) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to Bank, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or

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compliance by Bank with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by Bank (or any corporation controlling Bank), and Bank determines that the amount of such capital is increased by or based upon the existence of any obligations of Bank hereunder or the maintaining of any Indebtedness, and such increase has the effect of reducing the rate of return on Bank’s (or such controlling corporation’s) capital as a consequence of such obligations or the maintaining of such Indebtedness to a level below that which Bank (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy), then Borrower shall pay to Bank, within fifteen (15) days of Borrower’s receipt of written notice from Bank demanding such compensation, additional amounts as are sufficient to compensate Bank (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which Bank reasonably determines to be allocable to the existence of any obligations of the Bank hereunder or to maintaining any Indebtedness. A certificate of Bank as to the amount of such compensation, prepared in good faith and in reasonable detail by the Bank and submitted by Bank to Borrower, shall be conclusive and binding for all purposes absent manifest error.

9. Legal Effect. Except as specifically modified hereby, all of the terms and conditions of the Agreement remain in full force and effect.

10. Conflicts. As to the matters specifically the subject of this Addendum, in the event of any conflict between this Addendum and the Agreement, the terms of this Addendum shall control.

11. Amendment and Restatement. This Addendum amends, restate, and replaces in its entirety that certain LIBOR Addendum to Loan and Security Agreement dated December 20, 2007 by and between Bank and Borrower.

IN WITNESS WHEREOF, the parties have agreed to the foregoing as of the date first set forth above.

COMERICA BANK


By:		/s/ Guy Simpson


Title:		Vice President

NEOPHOTONICS CORPORATION

By:		/s/ TS Jenks T.S. Jenks


Its:		CEO

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EXHIBIT A

REQUEST FOR ADVANCE

Borrower hereby requests COMERICA BANK (“Bank”) to make a [LIBOR-based Rate or Daily Adjusting LIBOR-based Rate] Advance to Borrower on , in the amount of Dollars ($ ) under the Loan and Security Agreement dated December 20, 2007, entered into between Borrower and Bank (as amended from time to time, the “Agreement”). Initially capitalized terms used and not defined in this Addendum shall have the meanings ascribed thereto in the Agreement. The LIBOR Period for the requested Advance, if applicable, shall be . In the event that any part of the Advance requested hereby constitutes the refunding or conversion of an outstanding Advance, the amount to be refunded or converted is Dollars ($ ), and the last day of the LIBOR Period for the amounts being converted or refunded hereunder, if applicable, is .

Borrower represents, warrants and certifies that no Event of Default, or any condition or event which, with the giving of notice or the running of time, or both, would constitute an Event of Default, has occurred and is continuing under the Agreement, and none will exist upon the making of the Advance requested hereunder. Borrower further certifies that upon advancing the sum requested hereunder, the aggregate principal amount outstanding under the Agreement will not exceed the face amount thereof. If the amount advanced to Borrower under the Agreement shall at any time exceed the face amount thereof, Borrower will immediately pay such excess amount, without any necessity of notice or demand.

Borrower hereby authorizes Bank to disburse the proceeds of the Advance being requested by this Request for Advance by crediting the account of Borrower with Bank separately designated by Borrower or as Borrower may otherwise direct, unless this Request for Advance is being submitted for a conversion or refunding of all or any part of any outstanding Advance(s), in which case, such proceeds shall be deemed to be utilized, to the extent necessary, to refund or convert that portion stated above of the existing outstandings under such Advance(s).

Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Agreement.

Dated this day of .


NEOPHOTONICS CORPORATION

By:
Its:

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SECOND AMENDMENT

LOAN AND SECURITY AGREEMENT

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of December 11, 2009, by and between COMERICA BANK (“Bank”) and NEOPHOTONICS CORPORATION (“Borrower”).

RECITALS

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of December 20, 2007, as it may be amended from time to time, including, without limitation, by that First Amendment to Loan and Security Agreement dated as of December 18, 2008 (the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1. Exhibit A of the Agreement is amended by adding (in the correct alphabetical order) or amending and restating the following defined terms:

“‘Base Amount’ initially means $57,000,000. Commencing December 31, 2009, and on the last day of each fiscal quarter of Borrower thereafter, the Base Amount shall permanently increase by an amount equal to the sum of (a) seventy-five percent (75%) of the net proceeds to Borrower from an initial public stock offering or any sale or issuance by Borrower of Borrower’s equity securities or Subordinated Debt during the fiscal quarter of Borrower then ended, plus (b) fifty percent (50%) of the net income of Borrower and its consolidated Subsidiaries for the fiscal quarter of Borrower then ended, calculated in accordance with GAAP, consistently applied; provided that if there is a loss for Borrower or any of its Subsidiaries for any fiscal quarter, net income shall be deemed to be $0 for such Person for such fiscal year.”

“‘Borrowing Base’ means, as of any date of determination, an amount equal to the sum of (a) eighty percent (80%) of Eligible U.S. Accounts, plus, without duplication, (b) the lesser of (i) fifty percent (50%) of Eligible Chinese Accounts, (ii) Five Million Dollars ($5,000,000) and (iii) sixty-six and sixty seven one hundredths percent (66.67%) of the aggregate amount of Advances outstanding on such date of determination (after giving pro-forma effect to the Advances requested on the date of determination), as determined by Bank with reference to the most recent Borrowing Base Certificate delivered by Borrower.”

“‘Credit Extension’ means each Advance, Equipment Advance, Equipment Line A Advance, the Term Loan, or any other extension of credit by Bank to or for the benefit of Borrower hereunder.”

“‘Eligible Chinese Account Debtor’ means Alcatel-Lucent Bell N.V., Celestica Corp., Fiberhome Technologies Co., Ltd., Flash Electronics (Suzhou) Co., Ltd., Jabil Circuit, Sdn Bhd, Mitsubishi Electric Corp., NEC Technologies Hong Kong Limited IPO Ascia Pacific, Nokia Siemens Networks GMBH & Co., Shenzhen Huawei Technologies Co., Ltd., or ZTE Kangxun Telecom Co., Ltd.”

“‘Eligible Chinese Accounts’ means those Neo-China Accounts where the account debtor is an Eligible Chinese Account Debtor and that arise in the ordinary course of Neo-China’s business that comply with all of the applicable representations and warranties to Bank set forth in Section 5.3; provided, that Bank may, in good faith, change the standards of eligibility by giving Borrower 30 days prior written notice. Unless otherwise agreed to by Bank, Eligible Chinese Accounts shall not include the following:

(a) Neo-China Accounts that the account debtor has failed to pay in full within 90 days of invoice date;

(b) Neo-China Accounts with respect to an account debtor, including Subsidiaries and Affiliates, whose total obligations to Neo-China exceed 20% (50% in the case of Neo-China Accounts with respect to which the account debtor is Shenzhen Huawei Technologies Co., Ltd.) of all Neo-China Accounts owing to Neo-China, to the extent such obligations exceed the aforementioned percentages, except as approved in writing by Bank;

(c) Neo-China Accounts with respect to which Neo-China is liable to the account debtor for goods sold or services rendered by the account debtor to Neo-China, but only to the extent of any amounts owing to the account debtor against amounts owed to Neo-China;

(d) Neo-China Accounts with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and hold, demo or promotional, or other terms by reason of which the payment by the account debtor may be conditional;

(e) Neo-China Accounts with respect to which the account debtor is an officer, employee, agent or Affiliate of Neo-China or Borrower;

(f) Neo-China Accounts that have not yet been billed to the account debtor or that relate to deposits (such as good faith deposits) or other property of the account debtor held by Neo-China for the performance of services or delivery of goods which Neo-China has not yet performed or delivered;

(g) Neo-China Accounts with respect to which the account debtor disputes liability or makes any claim with respect thereto as to which Bank believes, in its sole discretion, that there may be a basis for dispute (but only to the extent of the amount subject to such dispute or claim), or is subject to any Insolvency Proceeding, or becomes insolvent, or goes out of business;

(h) Neo-China Accounts the collection of which Bank reasonably determines after inquiry and consultation with Borrower and/or Neo-China to be doubtful; and

(i) Retentions and hold-backs.”

“‘Eligible U.S. Account Debtor’ means ADC Telecommunications, Adva Optica Networking, Alcatel-Lucent, Aurora Networks, Bookham Technology/Avanex/Oclaro, Celestica Corp., Ciena, Cisco Systems, Corning Cable Systems LLC, ECI Telecom, Flextronics, Fujitsu Network Communication, General Dynamics, Shenzhen Huawei Technologies Co., Ltd., JDS Uniphase, Mitsubishi Electronic Corporation, Nokia or Nokia Siemens Networks GMBH & Co.”

“‘Eligible U.S. Accounts’ means those Accounts that arise in the ordinary course of Borrower’s business that comply with all of Borrower’s representations and warranties to Bank set forth in Section 5.3; provided, that Bank may, in good faith, change the standards of eligibility by giving Borrower 30 days prior written notice, including without limitation, Accounts where the account debtor is an Eligible U.S. Account Debtor. Unless otherwise agreed to by Bank, Eligible U.S. Accounts shall not include the following:

(a) Accounts that the account debtor has failed to pay in full within 90 days of invoice date;

(b) Accounts with respect to an account debtor, 25% of whose Accounts the account debtor has failed to pay within 90 days of invoice date;

(c) Accounts with respect to an account debtor, including Subsidiaries and Affiliates, whose total obligations to Borrower exceed 20% (50% in the case of Accounts with respect to which the account debtor is Shenzhen Huawei Technologies Co., Ltd.) of all Accounts owing to Borrower, to the extent such obligations exceed the aforementioned percentage, except as approved in writing by Bank;

(d) Accounts with respect to which the account debtor does not have its principal place of business in the United States, except Accounts (i) where the account debtor is an Eligible U.S. Account Debtor, (ii) supported by one or more letters of credit in an amount and of a tenor, and issued by a financial institution, acceptable to Bank, (iii) insured by a credit insurer acceptable to Bank, or (iv) approved by Bank on a case-by-case basis. All Accounts must be calculated in U.S. Dollars;

(e) Accounts with respect to which Borrower is liable to the account debtor for goods sold or services rendered by the account debtor to Borrower, but only to the extent of any amounts owing to the account debtor against amounts owed to Borrower;

(f) Accounts with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and hold, demo or promotional, or other terms by reason of which the payment by the account debtor may be conditional;

(g) Accounts with respect to which the account debtor is an officer, employee, agent or Affiliate of Borrower;

(h) Accounts that have not yet been billed to the account debtor or that relate to deposits (such as good faith deposits) or other property of the account debtor held by Borrower for the performance of services or delivery of goods which Borrower has not yet performed or delivered;

(i) Accounts with respect to which the account debtor disputes liability or makes any claim with respect thereto as to which Bank believes, in its sole discretion, that there may be a basis for dispute (but only to the extent of the amount subject to such dispute or claim), or is subject to any Insolvency Proceeding, or becomes insolvent, or goes out of business;

(j) Accounts the collection of which Bank reasonably determines after inquiry and consultation with Borrower to be doubtful; and

(k) Retentions and hold-backs.”

“‘Equipment Line A’ means a Credit Extension of up to $9,500,000.”

“‘Equipment Line A Maturity Date’ means June 11, 2013.”

“‘ELA Tranche’ means any of ELA Tranche A, ELA Tranche B, ELA Tranche C or ELA Tranche D, as applicable.”

“‘ELA Tranche A’ has the meaning assigned in Section 2.1(e)(i).”

“‘ELA Tranche A Equipment Advance’ or ‘ELA Tranche A Equipment Advances’ means any Equipment Line A Advances(s) made under ELA Tranche A.”

“‘ELA Tranche A Availability End Date’ means June 11, 2010.”

“‘ELA Tranche B’ has the meaning assigned in Section 2.1(e)(i).”

“‘ELA Tranche B Equipment Advance’ or ‘ELA Tranche B Equipment Advances’ means any Equipment Line A Advances(s) made under ELA Tranche B.

“‘ELA Tranche B Availability End Date’ means December 11, 2010.”

“‘ELA Tranche C’ has the meaning assigned in Section 2.1(e)(i).”

“‘ELA Tranche C Availability End Date’ means June 11, 2011.”

“‘ELA Tranche C Equipment Advance’ or ‘ELA Tranche C Equipment Advances’ means any Equipment Line A Advances(s) made under ELA Tranche C.”

“‘ELA Tranche D’ has the meaning assigned in Section 2.1(e)(i).”

“‘ELA Tranche D Availability End Date’ means December 11, 2011.”

“‘ELA Tranche D Equipment Advance’ or ‘ELA Tranche D Equipment Advances’ means any Equipment Line A Advances(s) made under ELA Tranche D.”

“‘Liquidity’ means, as of any date of determination the sum of (i) Cash of Borrower and its domestic Subsidiaries in accounts maintained at Bank on such date of determination, plus (ii) Eligible U.S. Accounts as of such date of determination.”

“‘Neo-China’ means NeoPhotonics (China) Co., Ltd.”

“‘Neo-China Accounts’ means all presently existing and hereafter arising accounts, contract rights, payment intangibles and all other forms of obligations owing to Neo-China arising out of the sale or lease of goods (including without limitation, the licensing of software and other technology) or the rendering of services by Neo-China and any and all credit insurance, guaranties, and other security therefore, as well as all merchandise returned to or reclaimed by Neo-China and Neo-China’s books and records relating to any of the foregoing.”

“‘Prime Referenced Rate Addendum’ means the Prime Referenced Rate Addendum to Loan and Security Agreement dated as of December 11, 2009, between Bank and Borrower in the form attached hereto as Exhibit F.”

“‘Revolving Line’ means a Credit Extension of up to $8,000,000 (inclusive of any amounts outstanding under the Letter of Credit Sublimit).”

“‘Revolving Maturity Date’ means December 11, 2011.”

“‘San Jose Audit’ means an appraisal, conducted by an appraiser satisfactory to Bank, of the equipment located at 2911 Zanker Rd., San Jose, CA 95134, listing an appraised value of not less than $4,000,000.”

2. The definition of “Eligible Accounts” is deleted from Exhibit A of the Agreement.

3. Section 2.1(b)(i) of the Agreement is amended and restated to read in its entirety as follows:

“(i) Amount. Subject to and upon the terms and conditions of this Agreement (1) Borrower may request Advances in an aggregate outstanding amount not to exceed the lesser of (A) the Revolving Line or (B) the Borrowing Base, less any amounts outstanding under the Letter of Credit Sublimit, and (2) amounts borrowed pursuant to this Section 2.1(b) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1(b) shall be immediately due and payable. Notwithstanding the foregoing, from December 11, 2009 until Bank’s receipt of the San Jose Audit results, no new Advances will be made under this Section 2.1(b)(i). Borrower may prepay all or any portion of the Advances without penalty or premium. Borrower may terminate the Revolving Line at any time upon five (5) days prior written notice to Bank provided that all outstanding Advances have been paid in full as of the effective date of such termination.”

4. Section 2.1(e) is added to the Agreement to read in its entirety as follows:

“(e) Equipment Line A Advances.

(i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Line A Advances to Borrower in four tranches, ELA Tranche A, ELA Tranche B, ELA Tranche C, and ELA Tranche D. Borrower may request Equipment Line A Advances under ELA Tranche A at any time from the date Bank receives the results of the San Jose Audit through the

ELA Tranche A Availability End Date. Borrower may request Equipment Line A Advances under ELA Tranche B at any time from the first Business Day following the ELA Tranche A Availability End Date through the ELA Tranche B Availability End Date. Borrower may request Equipment Line A Advances under ELA Tranche C at any time from the first Business Day following the ELA Tranche B Availability End Date through the ELA Tranche C Availability End Date. Borrower may request Equipment Line A Advances under ELA Tranche D at any time from the first Business Day following the ELA Tranche C Availability End Date through the ELA Tranche D Availability End Date. The aggregate outstanding amount of Equipment Line A Advances under each of ELA Tranche A, ELA Tranche B, ELA Tranche C, and ELA Tranche D shall not exceed $3,500,000 per ELA Tranche. The aggregate outstanding amount of all Equipment Line A Advances shall at no time exceed the Equipment Line A and each Equipment Line A Advance shall be in a minimum amount of $500,000. Each Equipment Line A Advance shall not exceed 100% of the invoice amount of new equipment and software (excluding taxes, shipping, warranty charges, freight discounts, installation expense and other soft costs) approved by Bank from time to time (which Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Line A Advance; provided that with respect to ELA Tranche A only, Borrower shall also be permitted to request one Equipment Line A Advance for equipment purchased between June 11,2009 and December 11,2009 (the “Initial Look Back Equipment Line A Advance”); provided further, that the aggregate amount of the Initial Look Back Equipment Line A Advances shall not exceed $500,000 at any time). Notwithstanding the foregoing, Equipment Line A Advances may be used for software purchases and related installation fees in an aggregate amount not exceeding $2,000,000 at any time.

(ii) Interest shall accrue from the date of each Equipment Line A Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Line A Advances that are outstanding under ELA Tranche A on the ELA Tranche A Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on July 11, 2010, and continuing on the same day of each month thereafter until paid in full. Any Equipment Line A Advances that are outstanding under ELA Tranche B on the ELA Tranche B Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on January 11, 2011, and continuing on the same day of each month thereafter until paid in full. Any Equipment Line A Advances that are outstanding under ELA Tranche C on the ELA Tranche C Availability End Date shall be payable in twenty four (24) equal monthly installments of principal, plus all accrued interest, beginning on July 11, 2011, and continuing on the same day of each month thereafter until paid in full. Any Equipment Line A Advances that are outstanding under ELA Tranche D on the ELA Tranche D Availability End Date shall be payable in eighteen (18) equal monthly installments of principal, plus all accrued interest, beginning on January 11, 2012, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Equipment Line A Advances made under this Section 2.1(e) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Line A Advances under an ELA Tranche, once repaid, may not be reborrowed. Borrower may prepay all or any portion of the Equipment Line A Advances without penalty or premium. Borrower may terminate the Equipment Line A at any time upon five (5) days prior written notice to Bank provided that all outstanding Equipment Line A Advances have been paid in full as of the effective date of such termination.

(iii) When Borrower desires to obtain an Equipment Line A Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time three Business Days before the day on which the Equipment Line A Advance is to be made. Such notice shall be substantially in the form of Exhibit C and the amount requested by Borrower shall be no less than $500,000. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed and any other documentation reasonably requested by Bank.”

5. Section 2.2 of the Agreement is amended and restated to read in its entirety as follows:

“2.2 Overadvances. If the aggregate amount of the outstanding Advances plus the aggregate amount outstanding under the Letter of Credit Sublimit exceeds the lesser of the Revolving Line or the Borrowing Base at any time, Borrower shall immediately pay to Bank, in cash, the amount of such excess.”

6. Section 2.3(a)(i) of the Agreement is amended and restated to read in its entirety as follows:

“(i) Advances. Except as set forth in Section 2.3(b), the Advances shall bear interest, on the outstanding daily balance thereof, as set forth in the Prime Referenced Rate Addendum.”

7. Section 2.3(a)(iv) is added to the Agreement to read in its entirety as follows:

“(iv) Equipment Line A Advances. Except as set forth in Section 2.3(b), the Equipment Line A Advances shall bear interest, on the outstanding daily balance thereof, as set forth in the Prime Referenced Rate Addendum.”

8. Section 2.3(c) of the Agreement is amended and restated to read in its entirety as follows:

“(c) Payments. Interest hereunder shall be due and payable (i) on the eleventh calendar day of each month during the term hereof with respect to Credit Extensions bearing interest at (x) the Daily Adjusting LIBOR Rate or (y) the Prime Referenced Rate plus the Applicable Margin, and (ii) on the last day of the applicable LIBOR Period with respect to Credit Extensions bearing interest at the LIBOR-based Rate. Bank shall, at its option, charge such interest, all Bank Expenses, and all Periodic Payments against any of Borrower’s deposit accounts or against the Revolving Line, in which case those amounts shall thereafter accrue interest at the rate then applicable hereunder. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder.”

9. Section 2.5(a)(i) of the Agreement is amended by replacing “$19,500” with “$20,000”.

10. Section 5.3 of the Agreement is amended and restated to read in its entirety as follows:

“5.3 Borrower has rights in or the power to transfer the Collateral, and its title to the Collateral is free and clear of Liens, adverse claims, and restrictions on transfer or pledge except for Permitted Liens. All Collateral is located solely in the Collateral States. The Eligible U.S. Accounts and Eligible Chinese Accounts are bona fide existing obligations. The property or services giving rise to such Eligible U.S. Accounts and Eligible Chinese Accounts have been delivered or rendered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. Neither Borrower nor Neo-China have received notice of actual or imminent Insolvency Proceeding of any account debtor whose accounts are included in any Borrowing Base Certificate as an Eligible U.S. Account or an Eligible Chinese Account. All Inventory is in all material respects of good and merchantable quality, free from all material defects, except for Inventory for which adequate reserves have been made. Except as set forth in the Schedule, none of the Collateral is maintained or invested with a Person other than Bank or Bank’s Affiliates.”

11. The first paragraph of Section 6.2 of the Agreement is amended and restated to read in its entirety as follows:

“6.2 Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (i) as soon as available, but in any event within 25 days after the end of each calendar month, company prepared consolidated and, with respect to Borrower’s operations in the United States, consolidating balance sheets and income statements covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within 25 days after the end of each Borrower’s fiscal year, company prepared consolidating balance sheets and

income statements covering Borrower’s operations during such fiscal year then ended, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer, (iii) as soon as available, but in any event within 210 days after the end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within 30 days of the last day of each fiscal year, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property.”

12. Section 6.2(a) of the Agreement is amended and restated to read in its entirety as follows:

“(a) Within 25 days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit G hereto, together with aged listings by invoice date of accounts receivable and accounts payable, and a backlog/sell-through report.”

13. The last sentence of Section 6.2 of the Agreement, which sentence begins with the words “If Borrower delivers this information electronically” is amended and restated to read in its entirety as follows:

“If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.”

14. The reference to “$100,000” in Section 6.3 of the Agreement is deleted and replaced with “$250,000”.

15. Section 6.7 of the Agreement is amended and restated to read in its entirety as follows:

“6.7 Financial Covenants. Borrower shall at all times maintain the following financial ratio and covenant:

(a) Tangible Net Worth. Tested as of the last day of each fiscal quarter of Borrower, commencing with the fiscal quarter ending December 31, 2009, a Tangible Net Worth of not less than the Base Amount.

(b) Bank Debt Liquidity Coverage. Tested monthly, a ratio of Liquidity to the aggregate amount of all outstanding Credit Extensions (including outstanding Letters of Credit) of at least the amounts set forth below during the applicable period set forth below:


Period		Liquidity Ratio
December 11, 2009 through May 31, 2010		1.40 to 1.00
June 1, 2010 through August 31, 2010		1.30 to 1.00
September 1, 2010, and at all times thereafter		1.20 to 1.00”

16. The first Comerica Bank notice address in Section 10 of the Agreement is amended and restated to read in its entirety as follows:


		“If to Bank:		Comerica Bank
				Attn: National Documentation Services
				39200 Six Mile Road
				Mail Code 7578
				Livonia, MI 48152”

17. Exhibit D of the Agreement is replaced with Exhibit D attached hereto.

18. Exhibits F and G are added to the Agreement in the form of Exhibits F and G attached hereto.

19. The parties hereto agree that the term “Advance” set forth in the LIBOR Addendum to Loan and Security Agreement dated December 18, 2008 between Borrower and Bank shall, from and after the date hereof, mean and refer only to Equipment Line Advances and not Advances under the Revolving Line or Equipment Line A Advances.

20. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.

21. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended, shall be and remain in full force and effect in accordance with its respective terms and is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.

22. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

23. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

(a)

this Amendment, executed by Borrower;

(b)

a Certificate of the Assistant Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment;

(c)

an Affirmation of Guaranties and Third Party Security Agreements, executed by the Guarantors;

(d)

a Prime Referenced Rate Addendum, executed by Borrower;

(e)

satisfactory, as determined by Bank in its discretion, results of and information from Bank’s discussions with Borrower’s investors;

(f)

payment by Borrower to Bank of a Revolving Credit Commitment Fee in the amount of $20,000 pursuant to Section 2.5(a)(i), which Revolving Credit Commitment Fee is deemed fully earned by Bank and non-refundable;

(g)

payment by Borrower to Bank of an Equipment Line A Commitment Fee in the amount of $18,750, which Equipment Line A Commitment Fee is deemed fully earned by Bank and non-refundable;

(h)

all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s accounts; and

(i)

such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

24. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.


NEOPHOTONICS CORPORATION

By:		/s/ TS Jenks
Title:		T.S. Jenks

COMERICA BANK

By:		/s/ Guy Simpson
Title:		Vice President

EXHIBIT D

COMPLIANCE CERTIFICATE

Please send all Required Reporting to:

Comerica Bank

Technology & Life Sciences Division

Loan Analysis Department

Five Palo Alto Square, Suite 800

3000 El Camino Real

Palo Alto, CA 94306

Phone: (650) 846-6820

FROM: NEOPHOTONICS CORPORATION

Fax: (650) 848-6840

The undersigned authorized Officer of NeoPhotonics Corporation (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, except as noted below and (i) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied form one period to the next except as explained in an accompanying letter or footnotes.


REPORTING COVENANTS	REQUIRED	COMPLIES
Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating)	Monthly, within 25 days	YES	NO
Compliance Certificate	Monthly, within 25 days	YES	NO
CPA Audited, Unqualified F/S	Annually, within 210 days of FYE	YES	NO
Company Prepared Annual F/S	Annually, within 25 days of FYE	YES	NO
Borrowing Base Cert, A/R & A/P Agings	Monthly, within 25 days	YES	NO
Backlog/Sell-through Reports	Monthly, within 25 days	YES	NO
Intellectual Property Report	Annually, within 30 days	YES	NO
Audit	Semi-annual	YES	NO
If Public:
10Q	Quarterly, within 5 days of SEC filing (50 days)	YES	NO
10K	Annually, within 5 days of SEC filing (95 days)	YES	NO

	DESCRIPTION	APPLICABLE
Legal Action > $250,000	Notify promptly upon notice	YES	NO
Inventory Disputes > $250,000	Notify promptly upon notice	YES	NO
Mergers & Acquisitions, cash consideration is > $5,000,000	Notify promptly upon notice	YES	NO
Cross default with other agreements > $1,000,000	Notify promptly upon notice	YES	NO
Judgment > $1,000,000	Notify promptly upon notice	YES	NO


FINANCIAL COVENANTS	REQUIRED	ACTUAL	COMPLIES
TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED:
Tangible Net Worth (Tested Quarterly)	See 6.7(a) of Agreement	$	YES	NO
Bank Debt Liquidity Coverage	See 6.7(b) of Agreement	:1.00	YES	NO

OTHER COVENANTS	REQUIRED	ACTUAL	COMPLIES
Permitted Indebtedness for equipment leases	< $250,000		YES	NO

Permitted Investments for stock repurchase	< $250,000		YES	NO

Permitted Investments for subsidiaries	< $1,000,000		YES	NO

Permitted Investments for employee loans	< $1,000,000		YES	NO

Permitted Investments for joint ventures	< $1,000,000		YES	NO

Permitted Liens for equipment leases	< $250,000		YES	NO

Permitted Transfers	< $1,000,000		YES	NO

Please Enter Below Comments Regarding Violations:

Very truly yours,

Authorized Signer

Name

Title

EXHIBIT F

Prime Referenced Rate Addendum to Loan and Security Agreement

(see attached)

EXHIBIT G

Form of Borrowing Base Certificate


Borrower:	NeoPhotonics Corporation
		Bank:	Comerica Bank
Commitment Amount:	$8,000,000		Technology & Life Sciences Division
			Loan Analysis Department
			Five Palo Alto Square, Suite 800
			3000 El Camino Real
			Palo Alto, CA 94306
			Phone: (650) 846-6820
			Fax: (650) 846-6840


U.S. ACCOUNTS RECEIVABLE
	1.	U.S. Accounts Receivable book value as of:	$
	2.	Additions (please explain on reverse)	$
	3.	TOTAL U.S. ACCOUNTS RECEIVABLE AS OF	$
U.S. ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
	4.	Amounts over 90 days	$
	5.	Credit Balances over 90 days	$
	6.	Balance of 25% over 90 days	$
	7.	Concentration limits 20% (50% if account debtor is Shenzhen Huawei Technologies Co., Ltd.)	$
	8.	Contra Accounts	$
	9.	Promotion or Demo Accounts	$
	10.	Intercompany/Employee Accounts	$
	11.	Other (please explain below)	$
	12.	TOTAL U.S. ACCOUNTS RECEIVABLE DEDUCTIONS	$
	13.	Eligible U.S. Accounts (#1-#12)	$
	14.	LOAN VALUE OF U.S. ACCOUNTS RECEIVABLE (80% of #13)	$
CHINESE ACCOUNTS RECEIVABLE
	15.	Chinese Accounts Receivable book value as of:	$
	16.	Additions (please explain on reverse)	$
	17.	TOTAL CHINESE ACCOUNTS RECEIVABLE AS OF	$
CHINESE ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
	18.	Amounts over 90 days	$
	19.	Credit Balances over 90 days	$
	20.	Concentration limits 20% (50% if account debtor is Shenzhen Huawei Technologies Co., Ltd.)	$
	21.	Contra Accounts	$
	22.	Promotion or Demo Accounts	$
	23.	Intercompany/Employee Accounts	$
	24.	Other (please explain below)	$
	25.	TOTAL CHINESE ACCOUNTS RECEIVABLE DEDUCTIONS	$
	26.	Eligible Chinese Accounts (#17-#25)	$
	27.	LOAN VALUE OF CHINESE ACCOUNTS RECEIVABLE (50% of #26)	$
	28.	Lesser of (i) $5,000,000, (ii) #27 and (iii) 66.67% of outstanding Advances	$
BALANCES
	29.	Maximum Loan Amount	$8,000,000
	30.	Borrowing Base (the sum of #14 plus #28)	$
	31.	Total Funds Available (the lesser of #29 or #30)	$
	32.	Outstanding under Sublimits	$
	33.	Present balance outstanding on Revolving Line	$
	34.	Reserve Position (#31 minus #32 and #33)	$

The undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Loan Agreement between the undersigned and Comerica Bank.


Comments:				BANK USE ONLY
				Rec’d By:
				Date:
Authorized Signer				Reviewed By:
				Date:

Corporation Resolutions and Incumbency Certification

Authority to Procure Loans

I certify that I am the duly elected and qualified Assistant Secretary of NeoPhotonics Corporation (the “Corporation”); that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance with its bylaws and applicable statutes.

Copy of Resolutions:

Be it Resolved, That:

1.	Any one (1) of the following Chief Executive Officer and Chief Financial Officer of the Corporation are/is authorized, for, on behalf of, and in the name of the Corporation to:

(a)

(b)

Discount with the Bank, commercial or other business paper belonging to the Corporation made or drawn by or upon third parties, without limit as to amount;

(c)

(d)

(e)

2.	Said Bank be and it is authorized and directed to pay the proceeds of any such loans or discounts as directed by the persons so authorized to sign, in accordance with the Agreement.

3.	Any and all agreements, instruments and documents previously executed and acts and things previously done to carry out the purposes of these Resolutions are ratified, confirmed and approved as the act or acts of the Corporation.

6.	The Bank may consider the holders of the offices of the Corporation and their signatures, respectively, to be and continue to be as set forth in the Certificate of the Assistant Secretary of the Corporation until notice to the contrary in writing is duly served on the Bank.

(PLEASE SUPPLY GENUINE SIGNATURES OF AUTHORIZED SIGNERS BELOW)


NAME (Type or Print)	TITLE	SIGNATURE

Timothy S. Jenks	CEO	/s/ TS Jenks

James D. Fay	CFO	/s/ James D. Fay

In Witness Whereof, I have affixed my name as Assistant Secretary and have caused the corporate seal (where available) of said Corporation to be affixed on December 11, 2009.

James D. Fay

Assistant Secretary

The Above Statements are Correct.

/s/ G. Ferris Lipscomb G. Ferris Lipscomb

SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE. A

SHAREHOLDER OTHER THAN ASSISTANT SECRETARY WHEN

ASSISTANT SECRETARY IS AUTHORIZED TO SIGN ALONE.

Failure to complete the above when the Assistant Secretary is authorized to sign alone shall constitute a certification by the Assistant Secretary that the Assistant Secretary is the sole Shareholder, Director and Officer of the Corporation.

AFFIRMATION OF GUARANTIES AND THIRD PARTY SECURITY AGREEMENTS

This AFFIRMATION OF GUARANTIES AND THIRD PARTY SECURITY AGREEMENTS is made as of December 11, 2009 by the undersigned (collectively and individually, “Guarantor”) for the benefit of Comerica Bank (“Bank”).

RECITALS

Bank and NeoPhotonics Corporation (“Borrower”) are parties to that certain Loan and Security Agreement dated as of December 20, 2007, as amended from time to time (the “Loan Agreement”). Each Guarantor executed for the benefit of Bank an Unconditional Guaranty dated as of December 20, 2007 (individually and collectively, the “Guaranty”), guarantying all amounts owing by Borrower to Bank. Each Guarantor also executed for the benefit of Bank a Third Party Security Agreement dated December 20, 2007, granting to Bank a security interest in the collateral described therein (individually and collectively, the “Security Agreement”). Borrower and Bank propose to enter into a Second Amendment to Loan and Security Agreement of even date herewith (the “Amendment”), which amends the Loan Agreement. Bank has agreed to enter into the Amendment provided, among other things, that each Guarantor consent to the entry by Borrower into the Amendment and related documents and agrees that each Guaranty will remain effective as set forth herein.

AGREEMENT

NOW, THEREFORE, each Guarantor agrees as follows:

3. Each Guarantor acknowledges that Comerica Bank’s address for notices is now Comerica Bank, Attn: National Documentation Services, 39200 Six Mile Road, Mail Code 7578, Livonia, MI 48152, with a copy to Comerica Bank, MC 4120, 226 Airport Parkway, Suite 100, San Jose, CA 95110.

4. Each Guarantor represents and warrants that the security interest granted Bank pursuant to the Security Agreement of even date therewith remains in full force and effect as a first in priority perfected security interest against the Collateral identified therein (subject to liens of the same nature as the Permitted Liens defined in the Loan Agreement).

[signatures on following page]

-1-

IN WITNESS WHEREOF, the undersigned Guarantor has executed this Affirmation as of the first date above written.


GUARANTORS:

GUARANTORS:

LIGHTCONNECT, INC.

By:		/s/ TS Jenks
Name:		Timothy S. Jenks
Title:		President

BEAMEXPRESS, INC.

By:		/s/ TS Jenks
Name:		Timothy S. Jenks
Title:		Chief Executive Officer

PAXERA LLC

By:		/s/ TS Jenks
Name:		Timothy S. Jenks
Title:		Member

OPTUN, INC.

By:		/s/ TS Jenks
Name:		Timothy S. Jenks
Title:		President

LIGHTWAVE MICROSYSTEMS CORPORATION

By:		/s/ TS Jenks
Name:		Timothy S. Jenks
Title:		President

-2-

EX-10.8 13 dex108.htm PROPERTY LEASE CONTRACT Property Lease Contract

Exhibit 10.8

Property Lease

Contract

[two partial seals superimposed on right margin]

Property Lease Contract


Lessor (Party A):		Shenzhen Hivac Vacuum Photo-Electronics Co., Ltd.

Legal representative:		Xu Sheng (transliteration)

Date of signing:		10 December 2009

Lessee (Party B):		Shenzhen Photon Broadband Technology Co., Ltd.

Legal representative:		Chan Kwok Yin

Date of signing:		10 December 2009

Pursuant to the stipulations of the Contract Law of the People’s Republic of China, Law of the People’s Republic of China on the Administration of Urban Real Estate, Regulations of Shenzhen Special Economic Zone on Leases of Property and the detailed rules for implementation, Party A and Party B have reached consensus after negotiation and entered into this Contract.

Article 1 Party A leases the property located at Zone B, C, D, 2/F, Hao Wei Building., No. 2 Road, Beiqu, High-tech Industrial Park, Nanshan District, Shenzhen (hereinafter referred to as the “Leased Property”) for the use of Party B. The total gross floor area of the Leased Property is 4,000 sq.m. (Attached hereto is the confirmation letter of relevant authority of the State with the company seal of both parties affixed thereto).

Owner of the Leased Property: Shenzhen Hivac Vacuum Photo-Electronics Co., Ltd.; Certificate of Ownership of Property No.: Shen Di He Zi [2002]001; Lease Permit No.:

Article 2 The lease of the Leased Property to Party B shall commence on 11 January 2010 and end on 10 January 2013.

Article 3 With respect to the original deposit paid to Party A by Party B for renting the Leased Property prior to the commencement of the lease term of this Contract, such deposit may be transferred and used as the deposit under this Contract. Within 3 days from the date of termination of this Contract and the full settlement of the rental and various expenses for which Party B is liable and the repossession of the Leased Property by Party A, such deposit shall be refunded to Party B by Party A without interest. The total amount of original deposit is RMB (In words: TWO HUNDRED AND EIGHTY THOUSAND ONLY). The rental shall be calculated on the basis of RMB40/sq.m./month (inclusive of tax), with the monthly rental amounting to RMB160,000.00 (In words: ONE HUNDRED AND SIXTY THOUSAND ONLY) in total. The rental for the first month shall be paid by Party B before 10 January 2010.

The management fee is RMB3.8/sq.m./month [inclusive of public cleaning fee, fee for using the lift, mechanical and electrical equipment management fee (the air-conditioning activation time is Monday-Friday 8:30 a.m. to 5:30 p.m.. An application may be made for the provision of air-conditioning outside these times. The fee incurred is calculated in the same way as normal time)]. The total amount is RMB15,200.00/month (In words: FIFTEEN THOUSAND AND TWO HUNDRED ONLY).

Party B shall pay water and electricity fee monthly (the scale of charges is in accordance with government stipulations and sharing of reasonable wear and tear). Party A is obligated to provide services of external wall repair and maintenance, public security and public area lighting after receiving the management fee. The water and electricity fees for the previous month shall be paid to Party A before the 10^th day of each month.

Article 4 Party B shall pay the rental and management fees of the month to Party A before the 10^th day of each month. Party A shall provide Party B with an invoice of property lease within 7 days upon receipt of the amount, so that Party B may make an entry in the accounting book.

Article 5 Purpose of Leased Property: Industrial production and commercial office

Where Party B uses the Leased Property for other purposes, the written consent of Party A shall be obtained and an application for change of use of property shall be lodged to the competent authority in charge of real estate in accordance with the relevant laws and regulations. Any change in the use of a property can only be implemented subject to the approval and in accordance with the details set out in the reply of the competent authority.

Article 6 Party A shall continue to make the Leased Property available for the use of Party B before 5 January 2010 and go through the relevant contract renewal formalities.

Article 7 At the time of delivering the Leased Property, both parties shall reach confirmation with respect to the prevailing condition of the Leased Property, its auxiliary facilities and ancillary property. Party A shall provide 6 parking spaces and Party B shall park its vehicles as requested.

Article 8 During the term of the lease, Party A shall be responsible for paying the real estate tax and land use fee in respect of the land where the Leased Property is situated,

while Party B shall be responsible for making timely payment of management expenses such as water, electricity and communications fees arising from the use of the Leased Property.

Article 9 Party A shall ensure that the delivered Leased Property and its auxiliary facilities can be leased. If Party B sustains personal injuries or damage to property in the leased real estate as a result of willful misconduct or fault on the part of Party A or the nonconformity of the Leased Property with the safety requirements as laid down in relevant laws, rules and regulations, Party B is entitled to demand compensation from Party A accordingly. Party A shall compensate Party B for the direct and actual losses incurred thereof.

Article 10 Party B shall use the Leased Property and its auxiliary facilities reasonably and is prohibited from using the Leased Property for illegal acts or engaging in production and business activities which cause serious pollution or are in breach of stipulations of environment departments. Under no circumstances shall Party A interfere with or impede the normal and reasonable use of Leased Property by Party B.

Article 11 On the happening or occurrence of damage or malfunction, which has arisen for reasons other than the fault on the part of Party B, to the Leased Property or its auxiliary facilities and impedes the safety and normal use of the same during the course of using the Leased Property, Party B shall make timely notification to Party A and take possibly effective measures to prevent further deterioration of defects. Party A shall, within 10 days upon receiving the notification of Party B, carry out repair and maintenance or directly entrust Party B for carrying out the repair and maintenance.

In case of contingency under which repair and maintenance must be carried out immediately, Party B shall carry out repair and maintenance by itself first and notify Party A of the relevant situation promptly.

The maintenance costs (including reasonable costs incurred by Party B as a result of repair and maintenance and prevention of worsening of defects) incurred in the above two provisions shall be borne by Party A. If Party B fails to fulfill its obligations as stipulated in the preceding two provisions or fails to make timely notification or fails to take possibly effective measures which result in worsening of losses, such increased part of repair and maintenance costs shall be borne solely by Party B.

Article 12 If there exists or occurs any circumstances where safety is impeded or in the event of damage or malfunction of the Leased Property or its auxiliary facilities due to misuse or inappropriate use on the part of Party B, Party B shall make timely notification to

Party A and is responsible for carrying out repair and maintenance or payment of compensation. If Party B declines to make such repair and maintenance or compensation, Party A shall make repair and maintenance on its behalf and the relevant cost of repair and maintenance shall be borne by Party B.

Article 13 During the term of this Contract, written agreement should be entered into between Party A and Party B if either party is to carry out any alteration, addition or renovation works to the Leased Property.

In situations where approval should be sought from relevant authorities as stipulated in the previous provision, the construction works may be carried out only after approval has been granted.

Article 14 During the term of the lease, Party B is prohibited to sublease the Leased Property, whether in whole or in part, to other parties, except where the Leased Property is subleased by Party B to the affiliated enterprises of Party B. However, Party B shall go through the formalities of removal of original company particulars and entry of new company particulars in accordance with the stipulations of the government.

Article 15 During the term of this Contract, where Party A is to transfer the whole or part of the title of ownership of the Leased Property, written notification of the same shall be sent to Party B one month in advance. Party B shall be entitled to the pre-emptive right under the same conditions.

If the Leased Property is to be transferred to others, Party A is responsible for, at the time of signing the Instrument of Transfer, assigning its rights and obligations hereunder to the assignee, who shall continue to perform the rights and obligations of Party A under this Contract.

Article 16 During the term of this Contract, in the event of any one of the following circumstances, the rescission or variation of this Contract is permissible and both parties shall not be held mutually liable. At the same time, Party A is obligated to refund the surplus rental and deposit.

I. On the occurrence of a force majeure event which renders the inability of performance of this Contract;

II. The expropriation, acquisition, recall or demolition of Leased Property by the government;

III. As agreed by Party A and Party B upon negotiation.

Article 17 In the event of any one of the following circumstances, Party A may claim damages for losses arising thereof:

I. The amount of various fees owed by Party B to Party A reaches over RMB100,000;

II. Party B uses the Leased Property for illegal activities which are detrimental to public interests or interests of others and in violation of the laws and regulations of relevant authorities;

III. Party B changes the load bearing structure or purpose of the Leased Property without authorization;

IV. Party B is in breach of the stipulations of Article 12 herein and fails to take up the responsibility of repair and maintenance or paying the repair and maintenance costs thereby causing severe damage to the property or equipment, or fails to observe the safety procedures which leads to fire and serious consequences;

V. Party B undertakes unauthorized renovation work of the Leased Property without obtaining the approval of Party A or relevant authorities;

VI. The unauthorized subleasing of the Leased Property, whether in whole or in part, by Party B to the third party, except where the Leased Property is subleased by Party B to affiliated enterprises of Party B. However, Party B shall arrange to go through the formalities of removal of original company particulars and entry of new company particulars in accordance with the stipulations of the government;

Apart from pursuing claims of damages or default liability against Party B, in the circumstances listed above, Party A may rescind the contract or propose to Party B to amend the terms and conditions of the contract, as the case may be.

Article 18 In the event of any one of the following circumstances, Party B may seek compensation from Party A for losses suffered in consequence thereof:

I. Party A has delayed in delivering the Leased Property for over one month;

II. Party A is in breach of the stipulations in Article 9 of this Contract, as a result of which Party B is unable to achieve its aim of leasing the property.

III. Party A is in breach of the stipulations of Article 11 of this Contract and fails to undertake the responsibility of repair and maintenance or pay the repair and maintenance costs.

IV. Party A undertakes the alteration, addition or renovation works of the Leased property without obtaining the approval of Party B or relevant authorities.

Apart from pursuing claims of damages or default liability against Party A, Party B may also rescind the contract or propose to Party A to amend the terms and conditions of the contract, as the case may be, in the circumstances listed above. If Party B is unable to use the whole of the Leased Property owing to the occurrence of the above four conditions, Party B may refrain from making any further payment of rental and management fee to Party A.

Article 19 Party B shall move out and return the Leased Property within _7_ days after the termination of this Contract, and shall ensure that the Leased property and auxiliary facilities are in good condition, except for normal wear and tear. At the same time, various expenses owed by Party B shall be settled and relevant handover procedures be dealt with. At the time of surrender of tenancy, the fixed parts of renovation works (floor tiles, wall plaster, toilet facilities) carried out by Party B shall belong to Party A and are not allowed to be dismantled.

In the case that Party B does not move out or return the Leased Property at the expiration of the lease term, Party A is entitled to take back the Leased Property and charge twice the standard rate for the extended period.

Article 20 Within two months before the expiry of the agreed lease period under this Contract, Party B will notify Party A if it intends to extend the leasehold. Party B shall have the priority to lease the Leased Property under the same conditions.

Party A and Party B may reach an agreement on the extension of the lease by concluding a new lease contract.

Article 21 The permanently installed equipment and facilities of the Leased Property (water, electricity, communication facilities, fire annihilator pipe, smoke detector, sprinkler system, air-conditioning main unit, ventilation system) are in good condition and in compliance with the relevant requirements of the State.

For renovation works which are carried out for the sake of operational needs of Party B, if alteration of fire engineering equipment is involved, the approval of Party A and relevant authorities has to be obtained. Subject to relevant stipulations of the State, Party A shall

cooperate unconditionally and Party B shall be liable for the expenses incurred.

Party A shall provide refrigerator unit and air-conditioning main unit (the pipe is located 0.5 metre away from the plant room) and ventilation main pipe for the use of Party B. Other pipes are installed by Party B on its own. Party B must share the fee for water and electricity consumed by the refrigerator unit and air-conditioner of Leased Property. The sewage, exhaust gas, waste materials and noise pollution generated by Party B must meet the national requirements and the fee incurred thereof shall be borne by Party B.

Article 22 Upon the expiry of the contract, Party B may dismantle all equipment owned by Party B on condition that the structure of Leased Property shall not be damaged. For places like floor surface, wall surface, ceiling surface and toilets, provided that the structure is not damaged during internal renovations, Party A is prohibited from requesting Party B to restore the Leased Property to the original condition at the time when Party B surrenders the lease.

Article 23 Party A and Party B shall take their own initiative in the fulfillment of various provisions as stipulated. In case of default by either party, default liability shall be assumed according to the stipulations of the contract.

Default Liability:

I. During the term of the contract, if Party A withdraws the right of use of the Leased Property without authorization, Party A shall do so by giving Party B a default payment equivalent to twice the normal rental of the month preceding the commencement date of such withdrawal, which must be executed 6 months after the contract takes effect. Where Party B is given 3 months’ notice in advance after the 6-month period, the formalities of lease surrender shall be the same as normal expiration of lease.

II. During the term of the contract, if Party B surrenders the lease without authorization, Party B shall do so by giving Party A a default payment equivalent to twice the normal rental of the month preceding the commencement date of such surrender, which must be executed 6 months after the contract takes effect. Where Party A is given 3 months’ notice in advance after the 6-month period, the formalities of lease surrender shall be the same as normal expiration of lease.

III. In the case where Party A withdraws the right of use of the Leased Property or the surrender of lease by Party B without authorization, 3 months’ written notice shall be given to the other party, failing which the party which proposes the withdrawal or surrender shall, in addition to making the default payment, compensate the other party of the losses incurred

thereof.

IV. With respect to the circumstances of default as described in Article 23, Article 17 and Article 19, they shall be reviewed on an individual basis and are not interchangeable.

Anything not mentioned herein may be separately agreed upon by Party A and Party B and set out in an attachment page, which shall be the constituent part of and have the same effect as this Contract upon the signing and sealing by both parties.

Any agreement reached between Party A and Party B during the lease period with respect to the amendment of the terms herein shall have the same effect as this Contract.

Article 24 The disputes arising from this Contract between Party A and Party B shall be resolved through consultations. In case that an agreement cannot be reached after consultations, a lawsuit may be brought to the People’s Court where the Leased Property is located.

Article 25 This Contract shall come into force on the date of signing thereof.

Article 26 The original of this Contract is in Chinese.

Article 27 This Contract in duplicate, one copy of which is kept by Party A and one copy kept by Party B.

Attachment: The cost sharing of canteen shall be conducted in accordance with the standards originally agreed upon by both parties.


Party A:	[sealed] Shenzhen Hivac Vacuum Photo-Electronics Co., Ltd.	Party B:	[sealed] Shenzhen Photon Broadband Technology Co., Ltd.
Legal representative:		Legal representative:

Entrusted agent: [signature] [illegible]		Entrusted agent: [signature] [illegible]

Date:		Date: 2009.12.11

EX-10.9 14 dex109.htm MAXIMUM COMPREHENSIVE CREDIT LINE CONTRACT Maximum Comprehensive Credit Line Contract

Exhibit 10.9

Maximum Comprehensive Credit Line Contract

LOGO

[two partial seals of Agricultural Bank and NeoPhotonics

superimposed on right margin]

Maximum Comprehensive Credit Line Contract

Contract no.: No. 81001200800000826

Debtor (Name in full): NeoPhotonics (China) Co., Ltd. (hereinafter referred to as “Party A”)

Creditor (Name in full): Agricultural Bank of China Shenzhen Huaqiao City Branch (hereinafter referred to as “Party B”)

This Contract is hereby made between both Parties after reaching an agreement through consultation in accordance with the relevant State laws and regulations.

Article 1 The maximum comprehensive credit line refers to the credit line of all business types agreed upon and provided to Party A by Party B, which is available for use by Party A within a specific term.

Article 2 Details of Credit Line

The maximum comprehensive credit line that Party B provides to Party A is equivalent to RMB (in words) FIFTY MILLION YUAN ONLY, of which:

(1) the portion used for RMB and foreign currency credit line is equivalent to RMB (in words) FIFTY MILLION YUAN ONLY, of which the amount of foreign currency used shall not exceed USD (in words) / .

(2) the portion used for credit line of other business types is equivalent to RMB (in words) / , of which the amount of foreign currency used shall not exceed USD (in words) / .

The maximum comprehensive credit line is to be used for the following business types (those with a “ü“):


þ Other Services:		charging 20% security deposit for bills

Term of credit: From 3 November 2008 to 2 November 2009. The term refers only to the period of occurrence of business activities using the credit line under this Credit Line Contract, the expiry date shall not be bound by this term.

The commencement date, expiry date, amount, interest rate and fees of each specific business activity using the credit line under this Credit Line Contract shall be based on each specific business contract and documentary proof.

Article 3 Use of Credit Line

When Party A needs to use the credit line hereunder, it shall submit an application for each transaction to Party B. Party B is entitled to carry out a review by taking into consideration factors such as its own capital, operations of Party A and the financing purposes. Upon approval by Party B of the transaction, both parties shall enter into a specific business contract.

Within the term of credit agreed hereunder, Party A can apply for revolving credit line for all business types agreed hereunder. However, the sum of outstanding credit line balance used shall not exceed the maximum comprehensive credit line agreed hereunder. The credit line for RMB and foreign currency loans can be used for other business types, but the credit line for other business types shall not be used for RMB and foreign currency loans.

All the outstanding credit line shall be removed automatically upon expiry of the term of credit. No further application of the outstanding credit line from Party A is allowed.

Article 4 Adjustment of Credit Line

Should any of the following events occur during the course of performance of this Contract which may affect Party B’s interests hereunder, Party B is entitled to adjust the maximum comprehensive credit line, cease the use of credit line by Party A and remove any outstanding credit line of Party A.

Material adverse changes occur in the markets related to Party A’s business operation, or substantial changes in the monetary policies of the State.

Major difficulties encounter in the business operation of Party A, or material adverse changes occur in its financial status.

Party A is involved in material litigation or arbitration, or material default occurs in the contracts signed with other creditors.

4. The repayment ability of the guarantor providing guarantee for the credit hereunder diminishes, or there is damage or an apparent decrease in value of the collaterals and pledged assets.

5. Party A expressly indicates or indicates through its acts that it does not perform the agreed obligations under this Contract or any specific business contract during the validity of this Contract.

6. Party A has lost its goodwill.

7. The key person-in-charge of Party A is accused of criminal offence, or Party A’s properties are attached or seized.

8. Party A’s transferring of assets, rechanneling of funds, avoidance of liabilities and other acts to the detriment of Party B’s interests.

9. Party A does not perform the obligations stipulated in this Contract or any specific business contract.

10. Other events in which Party A has lost or may lose its ability to discharge liabilities.

Article 5 Rights and Obligations of Party A

It is entitled to apply for the use of the maximum comprehensive credit line in accordance with the stipulations of this Contract.

To open a settlement account in the business organizations of Party B, so as to manage the relevant issues arising from the use of the credit line hereunder.

To provide true and complete accounting reports and the relevant materials and information such as all the names, account numbers and loan-deposit balances of all the banks that it has opened bank accounts to Party B on a monthly (monthly/quarterly/annually) basis, and to cooperate proactively with Party B’s inspection and supervision.

To strictly abide by the stipulations under each specific business contract herein.

In the event that the credit line balance already used exceeds the comprehensive credit line agreed hereunder due to exchange rate fluctuations, Party A shall repay the amount in excess of the limit or deposit the corresponding guarantees immediately.

Should any of the following events occurs, it shall notify Party B in writing within 5 days upon the occurrence of events, and carry out security measures of contract claim endorsed by Party B:

(1)

Changes in subsidiary relationship with its parent company, movement of key personnel, amendments of articles of association of the company and adjustment of organization structure etc.

(2)

Stoppage of production, business suspension, cancellation of registration, business license being revoked or petition for bankruptcy.

(3)

Deterioration of financial conditions, serious difficulties of production and operation or occurrence of material litigation or arbitration.

(4)

Changes in items such as name, domicile, legal representative and contact methods.

(5)

Other matters with material adverse effects upon the realization of debts by Party B.

Prior consent from Party B shall be obtained before conducting the following acts, and it shall carry out debt repayment measures endorsed by Party B:

(1) To conduct contracting, leasing, shareholding reform, joint operation, merging, acquisition, division, joint venture, asset transfer, reduction in

registered capital, application for business stoppage for ratification, application for dissolution, filing a bankruptcy request as well as other acts which amount to changes in the credit and debt relationship hereunder or affect the realization of debts by Party B.

(2) To provide guarantee for other parties or provide security or pledge to a third party with its major properties, the results of which may affect the ability to repay the liabilities under this Contract.

In the event that the guarantor under this Contract experiences events such as stoppage of production, business suspension, cancellation of registration, business license being revoked, bankruptcy or operating loss, partial or total loss of guarantee ability relevant to this Contract, or there is a reduction in value of the collaterals, pledged assets and pledging rights secured under this Contract, Party A shall provide other guarantee methods that are endorsed by Party B promptly.

9. It shall not enter into any contract with a third party which is to the detriment of Party B’s interests hereunder.

Article 6 Rights and Obligations of Party B

1. It shall handle and review Party A’s application for use of credit line promptly.

2. It has the right to request Party B to provide documents, materials and information such as accounting reports as scheduled, so as to get known of Party A’s production and operation, financial activities, inventory of materials and use of credit Line etc.

3. To call back or call back in advance the principal plus interest on the credit used by Party A and the relevant charges in accordance with this Contract and each specific business contract, which can be directly transferred out of and collected from Party A’s account.

4. In the event that Party A does not perform the repayment obligations under any specific business contract, Party B can make public disclosure in respect of Party A’s default.

Article 7 Default Liability

In the event that Party A is breach of any of the stipulations under this Contract or any specific business contract hereunder, Party B is entitled to adjust the maximum comprehensive credit line, cease the use of credit line by Party A, or remove the use of outstanding credit line by Party A; and Party B is also entitled to go after Party A regarding the latter’s default liabilities pursuant to the specific business contract.

Article 8 Guarantee

In the event that guarantee is needed for the liabilities incurred under this

Contract, a separate guarantee agreement shall be executed.

Article 9 Dispute Resolution

Any dispute arising during contractual performance may be resolved by both Parties through consultation, and by method 1 below:

1. Litigation. Governed by the People’s Court of the place of Party B’s residence.

2. Arbitration. Filed with / (full name of arbitration authority) for arbitration pursuant to arbitration rules.

During litigation or arbitration, this Contract shall continue to be performed except for the articles in dispute.

Article 10 Miscellaneous

When Party A uses the credit line under this Contract, each specific business contract entered into with Party B and its relevant documents such as documentary proof, lists, applications/undertakings shall constitute an integral part of this Contract.

Should there be any inconsistencies between the contents of this Contract and each specific business contract, the stipulations of the specific business contract shall prevail.

Article 11 Validity of Contract

This Contract shall come into effect on the day it is signed or sealed by both Parties.

Article 12 Number of Copies of Contract

This Contract is in quadruplicate. The personnel of both parties shall each keep one copy, the registration authority one copy, and the Creditor one copy, all having the same effect.

Article 13 Advice

Party B has already requested Party A to fully and correctly understand all the articles herein, and given relevant explanations upon Party A’s request. Each Party to this Contract has the same understanding of the meanings contained herein.


Party A (signed and sealed)		Party B (signed and sealed)

Legal Representative		Legal Representative

Or Authorized Person		Or Authorized Person

Signed on 3 November 2008

Signed at Huaqiao City, Shenzhen

Maximum Mortgage Contract

[Logo] Agricultural Bank of China

[two partial seals of Agricultural Bank and NeoPhotonics

superimposed on right margin]

Maximum Mortgage Contract

Contract no.: 81906200800002098

Mortgagee (Name in full): Agricultural Bank of China Shenzhen Huaqiao City Branch


Mortgagor (Name in full):(1)		NeoPhotonics (China) Co., Ltd.

Whereas the Mortgagor is willing to provide maximum mortgage guarantee for the debts under a series of business contracts (hereinafter referred to as the “Master Contracts”) signed between the Mortgagee and NeoPhotonics (China) Co., Ltd. (hereinafter referred to as the “Debtor”) pursuant to Article 1 hereof, this Contract is hereby made between the Parties after reaching an agreement through consultation in accordance with the relevant State laws and regulations.

Article 1 Secured Principal Debts and Maximum Amount

1. The Mortgagor is willing to provide guarantee for the following debts between the Mortgagee and the Debtor. The maximum balance of the secured debts is equivalent to RMB (in words) FIFTY MILLION YUAN ONLY. Foreign currency businesses, as agreed under this Article 1 (1) hereof, are converted using the offer rate on the day of transaction.

(1) During the period from 3 November 2008 to 2 November 2009, the Mortgagee shall handle for the Debtor debts arising from various businesses as agreed. Such period is the defined period for the maximum secured debts. The said specific businesses include: (those with a “ü”)


þ Other Services:		charging 20% security deposit for bills

(2) The Mortgagee and the Debtor have incurred, under the Master Contracts, the following outstanding debt principals and their corresponding interest, penalty interest, compound interest and cost, in which the interest, penalty interest, compound interest and costs are calculated up to the date of actual repayment as agreed in the corresponding Master Contracts.


Name of Contract	Contract No.	Outstanding Principal	Currency Type
Loan Contract	81101200700000812	15,000,000.00	Renminbi
Loan Contract	81101200700000437	20,000,000.00	Renminbi
Loan Contract	81101200700000120	20,000,000.00	Renminbi

(Any additional table attached due to insufficient space constitutes a part of this Contract.)

2. The type, amount, interest rate and duration of each transaction secured hereunder are subject to its corresponding legal document or instrument.

3. Within the agreed term and maximum balance hereunder, the Mortgagee shall release the agreed loans or provide other bank credits hereunder without going through guarantee procedures each time.

4. For transactions made within the agreed term and maximum balance hereunder, there is no limitation as to the currency type. The Mortgagor shall bear the guarantee obligation in the original currency type.

Article 2 Scope of Mortgage Guarantee

The scope of mortgage guarantee includes the principal debts’ principal, interest, penalty interest, compound interest, default fines, damages, and all costs borne by the Mortgagee arising from the realization of debts and mortgage rights such as litigation (arbitration) costs, legal costs, disposal costs and transfer fees, etc.

For actual amounts in excess of the maximum balance due to changes in exchange rate, the Mortgagor is willing to bear the guarantee obligation.

Article 3 Collateral

1. The Mortgagor agrees to provide NeoPhotonics Building and A1, 6^th Floor, Factory W1, High-Tech Industry Park as the collateral. Details of the aforesaid collateral are stated in (List Name and Number) Real Estate Mortgage List No. 81906200800002098-1/-2. The mortgage lists constitute a part of this Contract, and shall have the same legal effect as this Contract.

2. The aforesaid collateral is provisionally priced at (currency type and amount in words) RENMINBI FIFTY-NINE MILLION FOUR HUNDRED FORTY-EIGHT THOUSAND SIX HUNDRED AND NINTY-TWO YUAN ONLY, and its ultimate value is subject to the proceeds derived from disposal of the collateral upon realization of the mortgage rights.

Article 4 Mortgagor’s Undertakings

1. The Mortgagor has already obtained authorization required for the guarantee hereunder in accordance with the relevant requirements and procedures.

2. The Mortgagor possesses full and undisputed right of ownership or disposition of the collateral.

3. The collateral may be marketed or assigned according to law.

4. There exist no circumstances under which the collateral is subject to attachment, seizure or custody.

5. The Mortgagor shall honestly disclose any payment in arrears such as taxes or construction costs for the collateral, and any circumstances such as the creation of any mortgage or lease of the collateral.

6. The Mortgagor has already sought consent from the co-owner of the collateral over the mortgage hereunder.

7. During the mortgage term, the Mortgagor shall immediately notify the Mortgagee in writing under any of the following circumstances:

(1) The collateral is attached, seized, under custody or other mandatory measures are imposed;

(2) The Mortgagor changes its capital structure or operation system, including, but not limited to, contracting, leasing, shareholding reform, joint operation, merging, division, joint venture, asset transfer, etc.;

(3) The licence of the Mortgagor is revoked, or the Mortgagor is ordered to shut down or dissolved due to other reasons;

(4) The Mortgagor applies for bankruptcy, restructuring, settlement or a bankruptcy or restructuring petition has been filed against it.

8. There exist no other circumstances for the collateral that would affect the realization of mortgage rights by the Mortgagee.

Article 5 Effect of Mortgage Rights

The effect of mortgage rights extends to the collateral’s res accessoria, appurtenant rights, matters subrogated, detached, attached, mixed and added, and other property and rights stipulated under laws and regulations.

Article 6 Occupation and Possession of Collateral

1. The collateral hereunder is occupied and possessed by the Mortgagor. The Mortgagor is obliged to properly manage and reasonably use the collateral. The Mortgagee shall have the right to monitor and inspect the management and usage of the

collateral.

2. During the mortgage term, without the written consent of the Mortgagee, the Mortgagor shall not gift over, assign, lease, remortgage or otherwise dispose of the collateral. With the written consent of the Mortgagee, the Mortgagor may assign, lease or otherwise dispose of the collateral, and the proceeds derived therefrom shall be used for early repayment of debts secured or for deposit.

3. During the mortgage term, if the collateral is damaged, destroyed, expropriated, acquired or its ownership falls into the hands of a third person due to attachment, mixing, or addition, the Mortgagor shall take effective measures timely to prevent further losses, and, at the same time, immediately notify the Mortgagee in writing. The Mortgagee shall have the right to be repaid first out of insurance proceeds, compensation or reparation obtained. If the performance period of the secured debts has not expired, the Mortgagee shall have the right to demand early repayment of debts or place in escrow.

4. During the mortgage term, if the value of the collateral is reduced, the Mortgagee shall have the right to request the Mortgagor to restore the value of the collateral or to provide the Mortgagee with security accepted by the Mortgagee as equivalent to the reduced value.

Article 7 Insurance of Collateral

1. The Mortgagor shall take out relevant insurance as requested by the Mortgagee, and designate the Mortgagee as the first beneficiary of such insurance policy. The original insurance policy shall be given to and kept by the Mortgagee.

2. The insurance premium shall be borne by the Mortgagor. The Mortgagor shall pay in full the insurance premium on time and perform other obligations under the insurance contract (including the insurance policy and other insurance certificates; the same below). During the mortgage term, if the mortgagor fails to pay the insurance

premium or handle the insurance (renewal) procedures as agreed, the Mortgagee shall have the right to pay the premium or handle the insurance (renewal) procedures on behalf of the Mortgagor, with the relevant costs to be borne by the Mortgagor. The Mortgagor agrees that the said costs shall be transferred directly from its account maintained with the Mortgagee.

3. During the mortgage term, without the written consent of the Mortgagee, the Mortgagor shall neither unilaterally, or through consultation with the insurer, alter, discharge or terminate the insurance contract; nor waive its right to claim insurance or to claim compensation from a third party.

4. During the mortgage term, in case of any insurance incident occurring with regard to the collateral, the Mortgagor shall immediately notify the insurer and the Mortgagee, and be responsible for making claims. If the Mortgagor fails to give timely notice or make claims, it shall be liable to compensate for any resulting losses suffered by the Mortgagee.

Article 8 Mortgage Registration

1. The Mortgagor shall handle the mortgage registration procedures at the relevant registration authority within five days from the effective date hereof. The other rights certificates of the collateral, mortgage registration documents or other rights certificates shall be kept by the Mortgagee.

2. During the mortgage term, if it is necessary to alter the registration at the registration authority, the Mortgagor shall handle the corresponding alteration procedures promptly at the relevant registration authority.

3. During the mortgage term, if the Mortgagee assigns the maximum mortgage rights as agreed herein, the Mortgagor shall assist the Mortgagee and the assignee to handle the corresponding alteration procedures.

Article 9 Assignment of Mortgage Rights

1. Prior to the determination of secured debts of the maximum mortgage hereunder, when assigning a portion of the debts, the Mortgagee shall have the right to assign the corresponding mortgage rights.

2. Following the determination of secured debts of the maximum mortgage hereunder, when assigning a portion of the debts, the Mortgagee shall have the right not to assign the corresponding mortgage rights.

Article 10 Conclusion of Secured Debts

Under any of the following circumstances, the secured debts of the maximum mortgage hereunder shall be concluded:

1. Expiry of the defined period. “Expiry of period” includes the expiry of the defined period as agreed in Article 1 hereof, and the early expiry of the defined period as announced by the Mortgagee pursuant to the State laws and regulations or the provisions hereof. In the event that the Debtor is in breach of obligations stipulated in the Master Contracts or the Mortgagor is in breach of obligations stipulated herein, the Mortgagee shall have the right to announce the early expiry of the defined period.

2. It is not possible to have new debts.

3. The collateral is attached or seized.

4. The Debtor or the Mortgagor is announced bankrupt or revoked.

5. Other circumstances for conclusion of debts as stipulated by law.

Article 11 Realization of Mortgage Rights

1. Under any of the following circumstances, the Mortgagee shall have the right to exercise the mortgage rights, and may, through consultation with the Mortgagor, be repaid first out of the proceeds from the conversion of the collateral or from the auction or sale of the collateral. If the proceeds do not cover the debts secured hereunder, the Mortgagee may elect to apply the sum to repay the principal, interest, penalty interest, compound interest or costs.

(1) Upon expiry of the debt performance term under any one of the Master Contracts, the Mortgagee has not yet been repaid. “Expiry of term” includes the expiry of debt performance term under the Master Contracts, and the early expiry of the debts under the Master Contracts as announced by the Mortgagee pursuant to State laws and regulations or the provisions under the Master Contracts;

(2) The licences of the Debtor and the Mortgagor are revoked, or the Debtor and the Mortgagor are ordered to shut down or dissolved due to other reasons;

(3) The bankruptcy petitions filed by the Debtor and the Mortgagor are accepted by the People’s Court or a ruling on settlement is made;

(4) The Debtor and the Mortgagor are dead, or declared missing or dead;

(5) The collateral is attached, seized, under custody or other mandatory measures are imposed;

(6) The collateral is damaged, destroyed, expropriated or acquired;

(7) The Mortgagor fails to restore the value of the collateral or to provide corresponding security as requested by the Mortgagee;

(8) The Mortgagor is in breach of obligations under this Contract;

(9) Other circumstances that seriously affect the realization of mortgage rights.

2. There are two or more items provided by the guarantor (including the items provided by the Debtor itself as guarantee) for the secured debts hereunder, and the Mortgagee shall have the right to exercise the guarantee rights with respect to any one or each of the items.

3. The Mortgagor is a third person other than the Debtor and the Debtor has at the same time provided a physical security as guarantee for the debts secured hereunder. If the Mortgagee abandons the real rights to security or the sequence of real rights to security or changes the real rights to security, the Mortgagor agrees to continue to provide mortgage guarantee for the debts under the Master Contracts as agreed herein.

“Real rights to security” refers to the real rights created by the physical security which is provided by the Debtor for the debts under the Master Contracts.

Article 12 Default Liability

1. After this Contract has come into effect, if the Mortgagee fails to perform its contractual obligations, it shall be liable to compensate the losses suffered by the Mortgagor.

2. If the Mortgagor has committed any one of the following acts, the Mortgagor shall pay to the Mortgagee a default fine calculated at % of the maximum balance of the secured debt hereunder, and fully compensate the Mortgagee’s losses:

(1) Failure to obtain legal and valid authorization required for the guarantee hereunder;

(2) Failure to honestly disclose any payment in arrears such as taxation or construction costs for the collateral, and the existence of co-ownership, disputes, objections with respect to the collateral, and any mortgage or lease of the collateral or any attachment, seizure and supervision;

(3) Failure to handle mortgage registration procedures as agreed herein;

(4) Disposal of the collateral without obtaining the written consent of the Mortgagee;

(5) Failure to restore the value of the collateral or to provide corresponding security as requested by the Mortgagee;

(6) Other acts that are in breach of the provisions hereof or that would affect the realization of mortgage rights by the Mortgagee.

Article 13 Sharing of Costs

Costs incurred from the registration, valuation, insurance, appraisal, certification, and escrow in relation to the collateral hereunder are to be borne by the Mortgagor.

Article 14 Dispute Resolution

Any dispute arising during contractual performance may be resolved by the Parties through consultation, and by method 1 below

1. Litigation. Governed by the People’s Court of the place of the Mortgagee’s residence.

2. Arbitration. Filed with / (full name of arbitration authority) for arbitration pursuant to arbitration rules.

During litigation or arbitration, this Contract shall continue to be performed except for the articles in dispute.

Article 15 Miscellaneous

1. The Mortgagor shall take the initiative to understand the Debtor’s operating situation and the occurrence and execution of various transactions hereunder. The Master Contracts, relevant legal documents or instruments relating to such transactions hereunder will no longer be sent to the Mortgagor.

Article 16 Validity of Contract

This Contract shall come into effect on the day it is signed or sealed by the Parties.

Article 17 This Contract is in quadruplicate. The Mortgagee shall keep two copies, the Mortgagor one copy, the Debtor / copy, and the mortgage registration authority one copy, all having the same effect.

Article 18 Advice

The Mortgagee has already requested the Mortgagor to fully and correctly understand all the articles herein, and given relevant explanations upon the Mortgagor’s request. Each Party to this Contract has the same understanding of the meanings contained herein.

(No main text on this page)


Mortgagee (signed and sealed)		Mortgagor (signed and sealed)

[seal] Agricultural Bank of China		[seal] NeoPhotonics (China) Co., Ltd.

Shenzhen Huaqiao City Branch

[signature, illegible]		[signature, illegible]

Person-in-charge		Legal representative

Or Authorized Person		Or Authorized Person

Mortgagor (signed and sealed)		Mortgagor (signed and sealed)

Legal Representative		Legal Representative

Or Authorized Person		Or Authorized Person

		Signed on 25 December 2008

		Signed at Shenzhen Huaqiao City

Debtor’s declaration: The above Maximum Mortgage Contract has been received, and there is no objection to any of the articles.

Debtor (signed and sealed)

[seal] NeoPhotonics (China) Co., Ltd.

[signature, illegible]

Legal Representative

Or Authorized Person


		Received on: 25 December 2008

ABCS (2007) 2009

List of Real Estate Mortgage

Mortgagee (Name in full): Agricultural Bank of China Shenzhen Huaqiao City Branch

Mortgagor (Name in full): NeoPhotonics (China) Co., Ltd.

No. 81906200800002098-1


Name of Collateral	NeoPhotonics Building
Property Rights Owner	NeoPhotonics (China) Co., Ltd.	Construction Land Use Right Permit No.
Location	Shahe Road West, Nanshan District (High-tech Industry Park)	Type of Construction Land Use Right
Property Certificate No.	Shen Fang Di Zi No. 4000378353 [superimposed seals of Agricultural Bank and NeoPhotonics]	Term of Use Right		From January 2001 to January 2051
Construction Date	2002-8-28	Purpose of Construction Land Use Right
Property Usage	High-tech research and development	Area of Construction Land Use Right		Sq.m.
Floor Area of Property	19,834.09 sq.m	Site Area		Sq.m.
Property Mortgage Area	19,834.09 sq.m	Construction Land Use Right Mortgage Area		Sq.m.
Mortgage or Lease Conditions	No mortgage, no lease
Provisional Price for Property Mortgage	RMB 54,149,150.00 yuan
Mortgagor (signed and sealed)			Mortgagee (signed and sealed)
[seal] NeoPhotonics (China) Co., Ltd.			[seal] Agricultural Bank of China Shenzhen

Page 1 of 4

Page 2 of 4

ABCS (2007) 2009

List of Real Estate Mortgage

Mortgagee (Name in full): Agricultural Bank of China Shenzhen Huaqiao City Branch

Mortgagor (Name in full): NeoPhotonics (China) Co., Ltd.

No. 81906200800002098-2


Name of Collateral	A1, 6^th Floor, Factory W1, High-tech Industry Park
Property Rights Owner	NeoPhotonics (China) Co., Ltd.	Construction Land Use Right Permit No.
Location	1^st South Keji Road, Nanshan District	Type of Construction Land Use Right
Property Certificate No.	Shen Fang Di Zi No. 4000378355 [superimposed seals of Agricultural Bank and NeoPhotonics]	Term of Use Right	From July 1995 to July 2045
Construction Date	1996-8-31	Purpose of Construction Land Use Right
Property Usage	High-tech factory	Area of Construction Land Use Right	Sq.m.
Floor Area of Property	2,170.28 sq.m	Site Area	Sq.m.
Property Mortgage Area	2,170.28 sq.m	Construction Land Use Right Mortgage Area	Sq.m.
Mortgage or Lease Conditions	No mortgage, no lease
Provisional Price for Property	RMB 5,299,542.00 yuan

Page 3 of 4


Mortgage
Mortgagor (signed and sealed) [seal] NeoPhotonics (China) Co., Ltd. Legal Representative		Mortgagee (signed and sealed) [seal] Agricultural Bank of China Shenzhen Huaqiao City Branch
Or Authorized Person [signature, illegible]	25- 12 - 2008	Legal Representative [signature, illegible]
		Or Authorized Person 25 -12 - 2008
This list constitutes a part of (Name of Contract) Maximum Mortgage Contract (Contract No.: 81906200800002098)
Remarks:

Page 4 of 4

EX-10.10 15 dex1010.htm LOAN CONTRACT DATED FEBRUARY 13, 2009 Loan Contract dated February 13, 2009

Exhibit 10.10

Loan Contract

LOGO

[two partial seals of Agricultural Bank and NeoPhotonics

superimposed on right margin]

Loan Contract

Contract no: 81101200900000257

Borrower (Name in full): NeoPhotonics (China) Co., Ltd.

Lender (Name in full): Agricultural Bank of China Shenzhen Huaqiao City Branch

This Contract is hereby made between both Parties after reaching an agreement through consultation in accordance with the relevant State laws and regulations.

Article 1 Loan

1. Type of Loan: short-term borrowing

2. Purpose of the Loan: working capital applications

3. Currency and Amount of the Loan (in words): RMB TWENTY MILLION YUAN ONLY

4. Term of Loan

(1) Please refer to the following table for the term of loan:

Loan granted on

Expiry

Year

Month

Date

Amount

Year

Month

Date

Amount

2009

20,000,000

2010

20,000,000

(Any additional table attached due to insufficient space constitutes a part of this Contract.)

(2)

Should there be any consistencies between the loan amount, granting date and expiry date stated in this Contract and those recorded on the documentary proof of the loan, the records on the documentary proof shall prevail. The documentary proof constitutes a part of this Contract and shall have the same legal force as that of this Contract.

(3)	In the event that the loan hereunder is a foreign currency loan, the Borrower shall repay the principal and interest in the original currency as scheduled.

5. Lending Rate

The lending rate of RMB loans shall be determined by method 2 below:

(1) Floating rate

The lending rate shall fluctuate / % (above/below) / the benchmark interest rate and the effective annual interest rate is / %. The benchmark lending rate of loans with maturity of less than five years (five years inclusive) shall be the RMB benchmark lending rate with the same maturity announced by the People’s Bank of China; the lending rate of loans with maturity of over five years shall be the

RMB benchmark lending rate announced by the People’s Bank of China plus / (in words) percentage points.

The adjustment of interest rate adopts / (in words) month(s) as one cycle. If there is an adjustment in RMB benchmark lending rate by the People’s Bank of China, starting from the corresponding borrowing date of the first month in the next cycle of the adjustment in benchmark interest rate, the Lender shall determine the new effective lending rate based on the post-adjustment benchmark interest rate of relevant maturity and the above calculation method, and no separate notice will be made to the Borrower. In the event that the adjustment date of the benchmark interest rate falls on the same day on which the loan is granted or the corresponding borrowing date of the first month in that cycle, the new effective lending rate shall be determined starting from the adjustment date of the benchmark interest rate. In the event that there is no corresponding borrowing date, the last day in that month shall be deemed as the corresponding borrowing date.

(2) Fixed interest rate

The lending rate shall fluctuate / % (above/below) / the benchmark interest rate and the effective interest rate is 5.31% up to the expiry date of the loan. The lending rate of loans with maturity of less than five years (five years inclusive) shall be the RMB benchmark lending rate with the same maturity announced by the People’s Bank of China; the lending rate of loans with maturity of over five years shall be the RMB benchmark lending rate announced by the People’s Bank of China plus / (in words) percentage points.

The lending rate for foreign currency loans is determined by method / below:

(1)

A lending rate fluctuating every / (in words) months which is composed of / (in words) month(s) / (LIBOR/HIBOR) + a spread of / %. LIBOR/HIBOR is the London/Hong Kong Interbank Offer Rate of the relevant maturity on the second working day before the interest calculation date as announced by Reuters.

(2)	The effective annual interest rate shall be / % up to the expiry date of the loan.

(3)	Other methods / .

6. Settlement of Interest

The loan interest under this Contract shall be settled monthly (monthly / quarterly). The interest settlement date shall be the 20^th day of each month (month / month by the end of each quarter). The Borrower shall pay the interest on each interest settlement date. If the last repayment date of the loan principal does not fall on an interest settlement date, the unpaid interest shall be repaid together with the principal (daily interest rate = monthly interest rate/30).

Article 2 If any of the following conditions is not satisfied, the Lender has the right

not to provide the loan hereunder:

1.	The Borrower has a basic account with the Lender.

2.	The Borrower provides relevant documents and information upon the request of the Lender, and completes all relevant procedures.

3.	In the event that the loan hereunder is a foreign currency loan, the Borrower has already obtained the relevant approval and completed registration and other legal procedures related to the loan pursuant to the relevant stipulations.

If there is any mortgage, pledge or guarantee under this Contract, the legal procedures relating to registration and / or insurance have been completed based on the Lender’s request, and that such guarantee and insurance are effective on an ongoing basis. If the loan hereunder is secured by a guarantee, a guarantee contract has been entered into and become valid.

Article 3 Rights and Obligations of the Lender

1.	The Lender has the right to get known of information regarding the Borrower’s production and operation, financial activities, inventory of materials and use of loan etc, and request the Borrower to provide documents, materials and information such as financial statements as scheduled.

2.	If the Borrower has unfavourable acts or is under unfavourable situations (including but not limited to) set out in Article 4, Clause 7, 8, 10 of this Contract which may affect the safety of the loan, the Lender may cease to grant the loan or call back loan in advance.

3.	If the loan principal, interest, penalty interest, compound interest and costs payable by the Borrower are collected or collected in advance pursuant to the stipulations of this Contract, the Lender can directly transfer out of and collect from any of the Borrower’s account.

4.	In the event that the amount repaid by the Borrower is not sufficient to discharge the amount payable, the Lender can opt for applying that amount to repay the loan principal, interest, penalty interest, compound interest or costs.

5.	In the event that the Borrower does not perform the repayment obligations, the Lender can make public disclosure in respect of the Borrower’s default.

6.	It shall grant loans in full to the Borrower as scheduled pursuant to the stipulations of this Contract.

Article 4 Rights and Obligations of the Borrower

1.	It is entitled to obtain and use the loan pursuant to the stipulations of this Contract.

2.	It is entitled to handle settlement and deposit of transactions related to the loan hereunder through the bank account stipulated in Article 2 of this Contract.

3.	In the event that the loan hereunder is a foreign currency loan, the approval,

registration and other legal procedures in respect of the loan shall be obtained and completed in accordance with the relevant rules.

4.	It shall repay the principal and interest as scheduled. If the Borrower needs to defer repayment, it shall submit a written application to the Lender within 15 days before the due date of the loan, and enter into a loan repayment deferral agreement upon the consent of the Lender.

5.	It shall use the loan in accordance with the stipulated purposes in this Contract, and shall not embellish and misappropriate the loan.

It shall provide true, complete and valid financial statements and other relevant materials and information to the Lender on a monthly basis, and cooperate proactively with the Lender’s inspection of the Borrower’s production and operation, financial activities and use of the loan under this Contract.

In the event that the Borrower engages in contracting, leasing, shareholding reform, joint operation, merging, acquisition, division, joint venture, asset transfer, application for business suspension for ratification, application for dissolution, filing a bankruptcy request as well as other acts which amount to changes in the credit and debt relationship under this contract or affect the realization of debts of the Lender, it must give prior written notice to the Lender and obtain the consent of the Lender. Meanwhile, it shall carry out debt repayment responsibilities or discharge the liabilities in advance, otherwise it shall not conduct the above acts.

In the event that the Borrower experiences any situations other than the above acts which will impose material adverse impacts on its performance of repayment obligations under this Contract, such as stoppage of production, suspension of business, cancellation of registration, business license being revoked, legal representative or key person-in-charge engaging in illegal acts, involvement in material litigation or arbitration, serious difficulties of production and operation, deterioration of financial conditions, it shall notify the Lender in writing immediately, and carry out security measures of contract claim endorsed by the Lender.

In the event that the Borrower provides guarantee to other parties or provides security or pledge to a third party with its major properties and the results of which may affect its repayment ability under this Contract, it must notify the Lender in writing in advance and obtain the Lender’s consent.

10.	The Borrower and its investors shall not re-channel funds, transfer assets or make unauthorized transfer of shares to evade the liabilities due to the Lender.

11.	In the event that there are matters such as changes in name, legal representative, domicile and business scope of the Borrower, it shall give written notice to the

Lender promptly.

12.

In the event that the guarantor of this Contract experiences events such as stoppage of production, suspension of business, cancellation of registration, business license being revoked, bankruptcy and operating loss, partial or total loss of guarantee ability, or there is a reduction in value of security, pledged assets and pledging rights secured for the loan under this Contract, the Borrower shall promptly provide other guarantee measures that are endorsed by the Lender.

13.	The Borrower shall be liable for the expenses related to this Contract or the guarantee under this Contract, such as legal fees, insurance, transportation, assessment, registration, custody, appraisal, certification etc.

Article 5 Early Repayment

Lender’s consent shall be obtained for early repayment by the Borrower; in the event that the Lender agrees to the early repayment by the Borrower, at the time of repayment, method / below shall be used for calculating and collecting interest on the portion repaid early:

1.	Interest shall be calculated and collected at the effective interest rate and maturity of the loan stipulated in this Contract.

2.	Interest shall be calculated and collected at the effective interest rate stipulated plus / (in words) percent for the actual term of the loan.

Article 6 Default Liability

In the event that the Lender does not grant loans in full to the Borrower as scheduled pursuant to the stipulations of this Contract, resulting in losses to the Borrower, the Lender shall pay default penalty to the Borrower according to the amount of the default and the number of days deferred, the calculation method of the amount of default penalty shall be the same as that for the interest on loans overdue.

In the event that the Borrower does not repay the loan principal according to the deadline stipulated in this Contract, the Lender shall calculate and collect penalty interest at the effective interest rate of the loan stipulated in this Contract plus FIFTY (in words) percent starting from the past due date up to the time the unpaid interest is repaid together with the principal. During the overdue period, for RMB loans, if there is an uplift of RMB benchmark lending rate of the same maturity by the People’s Bank of China, the penalty interest rate shall be raised accordingly starting from the date of benchmark interest rate adjustment.

3.	In the event that the Borrower does not use the Loan for the stipulated purposes in the Contract, the Lender shall calculate and collect penalty interest at the effective interest rate for the loan stipulated in this Contract plus FIFTY (in words)

percent on the default usage portion starting from the date of default usage up to the time the interest is repaid together with the principal.

4.	Regarding the outstanding interest payable, the Lender shall calculate and collect compound interest in accordance with the stipulations of the People’s Bank of China.

If the Borrower is in breach of any obligations under this Contract, the Lender has the right to request the Borrower to correct its default acts before a deadline, stop granting loans, call back the portion of the loan already granted prior to maturity, announce that the loans under the other loan contracts entered into by the Borrower and Lender become due immediately or undertake other asset protection measures.

6.	If any of the guarantors under this Contract is in breach of the stipulated obligations of the guarantee contract, the Lender has the right to stop granting loans, call back the portion of the loan already granted prior to maturity or undertake other asset protection measures.

7.	If the Lender resorts to litigation or arbitration to realize its debts due to Borrower’s default, the Borrower shall be liable for the resulting legal fees, travel expenses and other costs for realizing the debts paid by the Lender.

Article 7 Loan Guarantee

The guarantee for the loan under this Contract is in the form of mortgage, a separate guarantee contract shall be entered into. If the maximum guarantee method is adopted, the contract number of the guarantee contract is 81906200800002098.

Article 8 Dispute Resolution

Any dispute arising during contractual performance may be resolved by both Parties through consultation, or by method 1 below:

1. Litigation. Governed by the People’s Court of the place of the Lender’s domicile.

2. Arbitration. Filed with / (full name of arbitration authority) for arbitration pursuant to arbitration rules.

During litigation or arbitration, this Contract shall continue to be performed except for the articles in dispute.

Article 9 Miscellaneous

Article 10 Validity of Contract

This Contract shall come into effect on the day it is signed or sealed by both Parties.

Article 11 Number of Copies of Contract

This Contract is in triplicate. The personnel of both parties shall each keep one copy, the guarantor / copy, and the Lender keeps one extra copy, all having the same effect.

Article 12 Advice

The Lender has already requested the Borrower to fully and correctly understand all the articles herein, and given relevant explanations upon the Borrower’s request. Each Party to this Contract has the same understanding of the meanings contained herein.


Borrower (signed and sealed)		Lender (signed and sealed)
Legal Representative		Legal Representative
Or Authorized Person		Or Authorized Person

Signed on 13 February 2009

Signed at Huaqiao City, Shenzhen

EX-10.11 16 dex1011.htm LOAN CONTRACT DATED APRIL 7, 2009 Loan Contract dated April 7, 2009

Exhibit 10.11

Loan Contract

LOGO

[two partial seals of Agricultural Bank and NeoPhotonics

superimposed on right margin]

Loan Contract

Contract no: 81101200900000643

Borrower (Name in full): NeoPhotonics (China) Co., Ltd.

Lender (Name in full): Agricultural Bank of China Shenzhen Huaqiao City Branch

This Contract is hereby made between both Parties after reaching an agreement through consultation in accordance with the relevant State laws and regulations.

Article 1 Loan

1. Type of Loan: short-term borrowing of working capital

2. Purpose of the Loan: working capital applications

3. Currency and Amount of the Loan (in words): RMB FIFTEEN MILLION YUAN ONLY

4. Term of Loan

(1) Please refer to the following table for the term of loan:

Loan granted on

Expiry

Year

Month

Date

Amount

Year

Month

Date

Amount

2009

15,000,000

2010

15,000,000

(Any additional table attached due to insufficient space constitutes a part of this Contract.)

(2)

(3)	In the event that the loan hereunder is a foreign currency loan, the Borrower shall repay the principal and interest in the original currency as scheduled.

5. Lending Rate

The lending rate of RMB loans shall be determined by method 2 below:

(1)	Floating rate

RMB benchmark lending rate announced by the People’s Bank of China plus / (in words) percentage points.

(2)	Fixed interest rate

The lending rate for foreign currency loans is determined by method / below:

(1) A lending rate fluctuating every / (in words) months which is composed of / (in words) month(s) / (LIBOR/HIBOR) + a spread of / %. LIBOR/HIBOR is the London/Hong Kong Interbank Offer Rate of the relevant maturity on the second working day before the interest calculation date as announced by Reuters.

(2) The effective annual interest rate shall be / % up to the expiry date of the loan.

(3) Other methods / .

6. Settlement of Interest

Article 2 If any of the following conditions is not satisfied, the Lender has the right not to provide the loan hereunder:

1.	The Borrower has a basic account with the Lender.

2.	The Borrower provides relevant documents and information upon the request of the Lender, and completes all relevant procedures.

3.	In the event that the loan hereunder is a foreign currency loan, the Borrower has already obtained the relevant approval and completed registration and other legal procedures related to the loan pursuant to the relevant stipulations.

Article 3 Rights and Obligations of the Lender

1.	The Lender has the right to get known of information regarding the Borrower’s production and operation, financial activities, inventory of materials and use of loan etc, and request the Borrower to provide documents, materials and information such as financial statements as scheduled.

2.	If the Borrower has unfavourable acts or is under unfavourable situations (including but not limited to) set out in Article 4, Clause 7, 8, 10 of this Contract which may affect the safety of the loan, the Lender may cease to grant the loan or call back loan in advance.

3.	If the loan principal, interest, penalty interest, compound interest and costs payable by the Borrower are collected or collected in advance pursuant to the stipulations of this Contract, the Lender can directly transfer out of and collect from any of the Borrower’s account.

4.	In the event that the amount repaid by the Borrower is not sufficient to discharge the amount payable, the Lender can opt for applying that amount to repay the loan principal, interest, penalty interest, compound interest or costs.

5.	In the event that the Borrower does not perform the repayment obligations, the Lender can make public disclosure in respect of the Borrower’s default.

6.	It shall grant loans in full to the Borrower as scheduled pursuant to the stipulations of this Contract.

Article 4 Rights and Obligations of the Borrower

1.	It is entitled to obtain and use the loan pursuant to the stipulations of this Contract.

2.	It is entitled to handle settlement and deposit of transactions related to the loan hereunder through the bank account stipulated in Article 2 of this Contract.

3.	In the event that the loan hereunder is a foreign currency loan, the approval, registration and other legal procedures in respect of the loan shall be obtained and completed in accordance with the relevant rules.

4.	It shall repay the principal and interest as scheduled. If the Borrower needs to defer repayment, it shall submit a written application to the Lender within 15 days before the due date of the loan, and enter into a loan repayment deferral agreement upon the consent of the Lender.

5.	It shall use the loan in accordance with the stipulated purposes in this Contract, and shall not embellish and misappropriate the loan.

10.	The Borrower and its investors shall not re-channel funds, transfer assets or make unauthorized transfer of shares to evade the liabilities due to the Lender.

11.	In the event that there are matters such as changes in name, legal representative,

domicile and business scope of the Borrower, it shall give written notice to the Lender promptly.

12.

13.	The Borrower shall be liable for the expenses related to this Contract or the guarantee under this Contract, such as legal fees, insurance, transportation, assessment, registration, custody, appraisal, certification etc.

Article 5 Early Repayment

1.	Interest shall be calculated and collected at the effective interest rate and maturity of the loan stipulated in this Contract.

2.	Interest shall be calculated and collected at the effective interest rate stipulated plus / (in words) percent for the actual term of the loan.

Article 6 Default Liability

3.	In the event that the Borrower does not use the Loan for the stipulated purposes in the Contract, the Lender shall calculate and collect penalty interest at the

effective interest rate for the loan stipulated in this Contract plus FIFTY (in words) percent on the default usage portion starting from the date of default usage up to the time the interest is repaid together with the principal.

4.	Regarding the outstanding interest payable, the Lender shall calculate and collect compound interest in accordance with the stipulations of the People’s Bank of China.

6.	If any of the guarantors under this Contract is in breach of the stipulated obligations of the guarantee contract, the Lender has the right to stop granting loans, call back the portion of the loan already granted prior to maturity or undertake other asset protection measures.

7.	If the Lender resorts to litigation or arbitration to realize its debts due to Borrower’s default, the Borrower shall be liable for the resulting legal fees, travel expenses and other costs for realizing the debts paid by the Lender.

Article 7 Loan Guarantee

Article 8 Dispute Resolution

Any dispute arising during contractual performance may be resolved by both Parties through consultation, or by method 1 below:

Litigation. Governed by the People’s Court of the place of the Lender’s domicile.

Arbitration. Filed with / (full name of arbitration authority) for arbitration pursuant to arbitration rules.

During litigation or arbitration, this Contract shall continue to be performed except for the articles in dispute.

Article 9 Miscellaneous

Article 10 Validity of Contract

This Contract shall come into effect on the day it is signed or sealed by both Parties.

Article 11 Number of Copies of Contract

This Contract is in triplicate. The personnel of both parties shall each keep one copy, the guarantor / copy, and the Lender keeps one extra copy, all having the same effect.

Article 12 Advice


Borrower (signed and sealed)		Lender (signed and sealed)
Legal Representative		Legal Representative
Or Authorized Person		Or Authorized Person

Signed on 7 April 2009

Signed at Huaqiao City, Shenzhen

EX-10.12 17 dex1012.htm SHORT TERM LOAN AGREEMENT DATED MAY 13, 2009 Short Term Loan Agreement dated May 13, 2009

Exhibit 10.12


		Short Term Loan Agreement


Short Term Loan Agreement
To: Sub-branch, Shenzhen Branch,			Ref No.: 79092009280
Shanghai Pudong Development Bank Co., Ltd.
Client Name:	Shenzhen Photon Broadband Technology Co., Ltd.	Date of Application:	13 May 2009
Address:	2/F, Haowei Building, Langshan 2 Rd., Kejiyuan Beiqu, Nanshan, Shenzhen	Contact Person of Client:	[signature] Din [illegible]
Telephone:	0755-86149829	Contact Person of Financing Bank (to be completed by Financing Bank):
Fax:
We hereby irrevocably apply for the Bank to provide short-term loan as working capital in accordance with the following terms of the Agreement:
1. Principal terms and conditions
¨ This Agreement is signed as a supplementary facility document to the Credit Facility Agreement numbered (hereinafter referred to as “Credit Facility Agreement”). After this Agreement comes into effect, all the terms and conditions contained herein are merged into the Credit Facility Agreement and form an integral part of it (Please tick here if the client has signed a Credit Facility Agreement with us before and state the reference no. of the Credit Facility Agreement); þ This Agreement is an independent credit document entered into between the Client and the Financing Bank (Please tick here if the client has not signed a Credit Facility Agreement with the Financing Bank). ¨ The purpose of making loans under the Agreement is to repay previous loans by borrowing new ones and the guarantor is aware of it. Name of original agreement: Date signed: Ref No.: (This item must be ticked if the loans are used to repay previous loans).
2. Description of loans (If the interest rate of loans and default rates are already agreed upon in the Credit Facility Agreement signed by the Client, the relevant columns herein need not be completed)
Type of short-term loan: A. Fixed-term short-term loan B. Short-term revolving term

Currency

Amount

Type

Drawdown date

Maturity date (or duration)

Interest

rate

Settlement

method

Default

rate

Default rate

for mis-

appropriation of funds

RMB

Fifteen

Million

Yuan

Only

2009.5.13

One

Year

Benchmark interest

Monthly

Additional 50%

of the interest rate on the overdue date

Additional

50% of the

interest rate

on the

default date

Repayment method:

One-off repayment of principal and interest at maturity

Remarks: RMB interest rate is annual interest rate. The floating interest rate should indicate the floating cycle. Fixed-term short-term loan should include the maturity date. The maturity date for short-term revolving loan refers to the client’s latest repayment date.

3. Description of Guarantee

(Under the circumstances that guarantee have already been agreed upon by the Client in the Credit

Facility Agreement, the relevant columns of this Agreement need not be completed.)


Guarantor	NeoPhotonics (China) Co., Ltd., Client	Mode of Guarantee	¨Mortgage; þ Pledge; þ Guaranty
4. General Provisions
The Client hereby acknowledges to have read and agreed with the following general provisions of the loan agreement:
1. Unless the loans being applied for have been released to the Client in accordance with the stipulations of the Agreement, the Financing Bank may, at any time after the signing of the Agreement, revoke the commitment of granting loans it so made by signing the Agreement.
2. Payment of interest: Unless otherwise stated, the interest under the Agreement shall be accured on a daily basis and the interest is to be settled with the principal.
3. Submission of documents: The Client warrants that the following documents will be provided to the Financing Bank or the corresponding conditions will be complied with before the drawdown of the loan, but the Financing Bank is not obligated to verify the authenticity of such documents: (1) Copies of the Client’s latest Articles of Association and business licence; (2) Resolutions of the Board of Directors authorizing the Client to sign the Agreement and relevant supplementary financing documents (if the authority of the legal representative in signing contracts is limited by the Articles of Association of the Client); (3) Letter of authorization from the Company regarding the authorized representative and specimen signature of the authorized representative; (4) This Agreement, as validly and lawfully signed by the Client; (5) The drawdown date, as designated by the Client, is a business day of the Financing Bank; (6) If the loan under this Agreement is secured, the security document should be signed and come into force before the drawdown date; (7) Other documents and/or conditions as may be required by Financing Bank from time to time.
4. In the event that the designated drawdown date or repayment date is not a business day of the Financing Bank, the designated drawdown date or repayment date will be postponed to the next business day of the Financing Bank. Interest shall be accrued during the repayment period thus extended.
5 Early Repayment and Early Maturity: For a revolving short-term loan, the Client may make early repayment at any time prior to the due date. For a fixed-term short-term loan, unless the Client is notified by the Financing Bank of maturity at an early date, when the Client makes any early repayment, written approval should be obtained form the Financing Bank and any costs or losses incurred by the Financing Bank as a result of the early repayment shall be fully indemnified. Any early repayment shall be deemed as early maturity of the loan. The Financing Bank has the right to notify the Client that the financing under the Agreement has fallen due at an earlier date without giving any reason and the Client shall repay the loan immediately.
6. Taxation: Unless it is required by law that relevant taxes must be deducted when repaying the loan, the repayment under this Agreement should be made in full without making any deductions. Should any taxes be deducted in accordance with law, the Client shall pay an additional amount to the Financing Bank, so that the amount received by Financing Bank is equal to the amount it would receive had any deductions not been made.
7. Representations and Warranties The Client makes the following representations and warranties, which shall be deemed to have been repeatedly given by the Client each time the Financing Bank provides financing to the Client in accordance with the Agreement: (1) The Client is a company incorporated in accordance with the laws of China (excluding Hong Kong Special Administrative Regions, Macau Special Administrative Regions and Taiwan, the same below) and is entitled to sign this Agreement and any related documents and had take all necessary corporate actions to make the Agreement and any related documents lawful, valid and enforceable; (2) The signing of this Agreement and performance of obligations herein are not and will not be in violation of any other contracts or documents signed, Articles of Association of the Company, any applicable laws, rules or administrative orders, relevant documents, judgments, or rulings of competent authorities. Nor is it in conflict with any other obligations or arrangements the Client had undertaken; (3) The Client and any of its shareholders and related companies are not involved in any liquidation, bankruptcy, restructuring, merger, consolidation, split, reorganization, dissolution, shut down, closure of business or similar legal proceedings. Nor do there exist any circumstances which may result in such legal proceedings;

(4) The Client is not involved in any economic, civil, criminal or administrative proceedings or similar arbitration proceedings which have material and adverse effect on it. Nor do there exist any circumstances which may result in its involvement in such litigation proceedings or similar arbitration proceedings;

(5) The legal representative, directors, supervisors or other senior management of the Client, as well as any significant assets of the Client, are not involved in any mandatory enforcement, attachment, seizure, freezing, lien or regulatory measures. Nor do there exist any circumstances which may lead to such measures;

(6) The Client warrants that all financial statements (if any) it summits are in compliance with the requirements of the laws of China and the statements give a true and complete view and fairly reflect its financial condition. In the process of signing and enforcement of this Agreement, all information, documents and data (regarding the Client itself and the guarantor) which are furnished to the Financing Bank are true, accurate, valid and complete without any concealment or omission of facts;

(7) In the course of business operations, the Client shall strictly observe and abide by laws, rules and regulations and engage in various businesses as stipulated in its business licence or in accordance with the scope of business for which it has been approved. The client shall complete Company Annual Inspection on time.

(8) The Client assures that there exist no other circumstances or events which will or might have a material and adverse impact on the ability of the Client in performing the contract.

8. Undertakings: The Client undertakes the followings:

(1) The Client shall strictly observe the Agreement and perform all obligations hereunder;

(2) The Client shall, in accordance with the stipulations of the Agreement, repay the principal of the credit financing together with interest on time and settle the payment of relevant expenses. The Client shall obtain all approvals, authorizations, registrations and permits, and maintain their validity, so that it might place its signature lawfully on those documents and fulfill the obligations of the Agreement and any documents in relation to the Agreement. The Client shall, upon request by the Financing Bank, produce the relevant evidence immediately.

(3) Within 5 business days from the date when the Client becomes aware that it is involved in any economic, civil, criminal or administrative proceedings or other similar arbitration proceedings which will have material and adverse impact on it, or within 5 business days from the date it is aware that any of its substantial assets is involved in any mandatory enforcement, attachment, seizure, freezing, lien or regulatory measures, it shall notify the Financing Bank in writing and explain in detail the effects brought by it and the remedial measures that have been taken or are planned;

(4) Without the written approval of Financing Bank, any large amount liabilities owed to a third party other than the Financing Bank shall not be settled, or any guarantee obligations to a third party fulfilled;

(5) Without the written approval of Financing Bank, no other large amount or contingent liabilities shall be incurred, and the proposed creation or provision, for itself or any third party, of any form of guarantee with priority to receive compensation is not allowed. During the period from the date of signing of this Agreement until the settlement of all outstanding debts under the Agreement, the Client shall not, without obtaining the written consent of the Financing Bank:

a undergo any liquidation, restructuring, bankruptcy, merger, consolidation, split, reorganization, dissolution, shut down, closure of business or other similar legal proceedings;

b engage in the sale, lease, gift over, transfer or otherwise disposal of any of its important assets for the sake of any purpose other than daily operational needs;

c incur any change to the shareholding structure;

d sign other contracts/agreements which have a material and adverse impact on the ability of the Client to fulfill the obligations under this Agreement or take up relevant obligations which would have the same effect.

(6) In special situations or where there are changes in the circumstances surrounding the guarantees under the Agreement, the Client shall, in accordance with the requirements of Financing Bank, promptly provide other guarantees as approved by the Financing Bank. Those special circumstances or changes include but are not limited to production stoppage, closure of business, dissolution, suspension of business for internal rectification, revocation or cancellation of business licence, application for restructuring or bankruptcy or having a petition for restructuring or bankruptcy filed against it, material changes in operating or financial status, involvement in a material litigation or arbitration case, legal representative, directors, supervisors or core members of management being involved in a lawsuit, the decrease or possible decrease in the value of collateral, or preservation measures (such as attachment of property) taken against the property, committing a breach of guarantee contract as well as requesting for rescission of guarantee contract;

(7) On the request of the Financing Bank, the Client shall undergo the formalities of notary certification, which is enforceable, at the notary public office designated by the Financing Bank. The costs shall be borne by the Client who voluntarily accepts such enforcement;

(8) The Client shall notify the Financing Bank at any time of any matters which may affect its ability to fulfil the obligations under the Agreement and any documents in connection with the Agreement.

9. Costs and Expenses: With respect to any costs incurred in the amendment, signing, enforcement, notarization or registration of any documents in connection with the Agreement, the Client shall, upon the request of the Financing Bank, compensate the Financing Bank promptly. Unless it is expressly provided by law that taxes shall be paid by the Financing Bank, the Client shall be responsible for paying stamp duties and other fees and taxes in relation to the Agreement and any documents in connection with it.

10. Penalty Interest: With respect to any overdue amount which is not settled, the Client shall pay penalty interest to the Financing Bank on the basis of the outstanding sum (including the accrued interest), calculated daily from the maturity date of the amount until the date of actual repayment. The penalty interest (including penalty for misappropriation, if any) shall be settled monthly. Compound interest shall be calculated per month.

11. Authorization of Repayment and Write-off: In the case that there are any matured debts which remain outstanding and irrespective of whether the debts constitute the debts under this Agreement, the Client hereby authorizes the Financing Bank to, on behalf of the Client, use any funds (regardless of the currency) in any account of the Client maintained with the Financing Bank to repay the debt directly. Such authorization is irrevocable. Where conversion of currency is involved, it shall be transacted in accordance with the rate determined by the Financing Bank and the risks of currency conversion rates shall be borne by the Client.

12. Debt Certification: In accordance with its customary practice, a set of accounts and documents in connection with the business activities involved in this Agreement are to be kept by the Financing Bank. Except for obvious errors, the Client acknowledges that the said accounts and documents are valid proof of the debts of the Client.

13. Assignment: No assignment of any rights or obligations by the Client under the Agreement is allowed. The Financing Bank may, at any time, assign the rights or obligations under the Agreement to any third party and disclose any information about the Agreement to that third party, including any information provided to the Financing Bank by the Client and the Client’s guarantor for the purpose of the Agreement.

14. Information Disclosure: The Client consents that: In addition to the disclosure as permitted under Clause 13, the Financing Bank may also disclose any information about the Agreement to its head office, branches, sub-branches, affiliated organizations and those staff employed by these organizations. At the same time, any information which is required to be disclosed by law, rules and regulations as well as stipulations of regulatory authorities, government departments or the judiciary fall under the circumstances in which disclosure is permissible.

15. Breach of Contract: Any violation of the statements or warranties contained herein on the part of the Client or if those statements or warranties are proved to be inaccurate, untrue, incomplete, misleading or breached, and/or the Client’s violation or non-fulfilment of any commitment under the Agreement and/or any breach of the provisions of the Agreement, and/or any occurrence of circumstances of the Client that may affect the safety of the Financing Bank’s loan, and/or the guarantor’s violation of stipulations under any guarantee documents, all constitute a breach of this Agreement on the part of the Client, in which case the Financing Bank is entitled to announce the early maturity of loan and request the Client to compensate the Financing Bank for all losses incurred by the Financing Bank including legal costs.


16. Special Agreements With Corporate Clients: If the Client of this Agreement is a Corporate Client, the Client hereby consents that: (1) The Client shall report any situation of a connected transaction involving more than 10% of the net assets of the bona fide credit receiver, including: a. the connected relationship between the transaction parties; b. the transaction project and nature of the transaction; c. the amount of the transaction and corresponding proportion; d. pricing policy (including transactions with zero amounts or nominal amounts), (2) If the following circumstances happen to the bona fide credit receiver, the Client shall be deemed to commit a breach under this Agreement and the Financing Bank is entitled to cancel the Client’s unutilized credit unilaterally and recover a part or all of the utilized credit or request the Client to increase the guarantee to 100%: a. provide false materials or conceal important operational and financial facts; b. the financing is used for a purpose other than originally planned, misappropriation of credit or bank credit being used in unlawful or default transactions, in all cases without the authorization of the Financing Bank; c. making use of false contracts entered into with connected parties and debts such as bills receivable, account receivable without authentic trading background in exchange for bank funds or credit, d. refusing to be supervised or inspected by the Financing Bank regarding the use of credit financing and business and financial activities; e. there exist circumstances such as substantial merger, acquisition or restructuring deemed by Financing Bank to have potential impact on the safety of the financing; f. intentionally evading bank debts by way of connected transaction.
17. Other Agreed Terms: /

18. Applicable Laws and Jurisdiction: This Agreement is subject to the laws of China (excluding the Hong Kong Macau Special Administrative Region, Macau Special Administrative Region and Taiwan) and is construed accordingly. Any dispute in connection with the Agreement shall be brought to the People’s Court, which has non-exclusive jurisdiction, in the place where the Financing Bank is located.
19. Service of Process: The Client confirms that with respect to any litigation arising from the Agreement, the serving of legal documents (such as summonses and notices) in the course of litigation to the address of the Client listed above in this Agreement shall be deemed to have been served. Unless the Financing Bank is notified of any change in address in advance, such a change will not have effect.
20. Severability of Terms and Conditions: If any provision of this Agreement is held to be void, unlawful or unenforceable, the validity, lawfulness and enforceability of other provisions of the Agreement shall not be affected.
21. During the term of the Agreement, any indulgence or delay in taking actions granted by the Financing Bank with respect to any breach of contract or other acts of the Client shall not prejudice, affect or restrict all the rights and interests entitled to the Financing Bank as creditor under the law or this Agreement. Nor shall it be taken as an approval by the Financing Bank of any breach of the Agreement on the part of the Client, nor shall it be regarded as the Financing Bank’s waiver of its right to take action against the Client for any breach of contract, whether now or in the future.
22. Consistency with Credit Facility Agreement: In case of any discrepancy between the Credit Facility Agreement (if any, including valid changes made thereto from time to time) and this Agreement, the provisions of this Agreement shall prevail.
23. Signature: This Agreement is in quadruplicate, one copy kept by the Client and three copies kept by the Financing Bank, and shall be signed or sealed by legal representatives/responsible persons or authorized persons of both parties and affixed with the company seal and takes effect from the date of application.
Signature Column Both parties confirm that they have explained and discussed all of the provisions at the time of signing this Agreement. Both parties have no objection to any provision in the Agreement and have an accurate understanding of its legal implications with respect to the provisions on restriction or release of rights, and obligations and responsibilities of the subject persons.
Client (Seal):		Financing Bank (Seal):
[seal] Shenzhen Photon Broadband		[seal] Shanghai Pudong Development Bank Co.,
Technology Co., Ltd. 440305000578(illegible)		Ltd. Special Seal for Contracts

Legal representative or authorized person		Responsible person or authorized person
(signature or seal)		(signature or seal)
[seal] Ping Peter Xie		[seal] [illegible]

EX-10.13 18 dex1013.htm ACCOUNTS RECEIVABLE PLEDGE CONTRACT Accounts Receivable Pledge Contract

Exhibit 10.13

LOGO

Accounts Receivable Pledge Contract

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Accounts Receivable Pledge Contract

Pledgor: Shenzhen Photon Broadband Technology Co., Ltd.

Pledgee: Shenzhen Branch, Shanghai Pudong Development Bank Co., Ltd.

Whereas:

In order to secure the full and timely performance of all the obligations under the Master Contracts by the debtor (please see Article X hereunder for details) and safeguard the realization of creditor’s rights, the Pledgor voluntarily creates a pledge over the accounts receivable as mentioned herein and provides a guarantee with respect to all the debts owed by the debtor under the Master Contracts.

The Pledgee, upon verification, agrees to accept the provision of pledge guarantee by the Pledgor. In order to ascertain the rights and obligations of both parties, pursuant to the Property Rights Law of the People’s Republic of China, the Measures for the Registration of the Pledge of Accounts Receivable, and their operating rules, this Contract is entered into by both parties, who shall abide by it strictly.

Article I: Pledge of Property

The pledged property is the accounts receivable lawfully owned by the Pledgor (for a detailed description, please see Section 3, Article X, of this Contract).

The accounts receivable as mentioned herein refer to the right of the Pledgor to demand the obligor to make payments in return for offering certain goods, services or facilities, including existing and potential monetary claims and the proceeds thereof, but not including the right to claim payments from bills or other negotiable securities.

The accounts receivable as mentioned herein include the following rights:

1.	claims from sale, including the sale of goods, the supply of water, power, gas, or heat and the licensed use of intellectual property;

2.	claims from leasing, including the leasing of movable and immovable property;

3.	claims from rendering services;

4.	the right to charge fees for immovable property such as highways, bridges, tunnels and ferries etc.; and

5.	claims from the granting of loans or other credit.

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Article II: Principal Debts and Pledge

1.	The secured principal debts

(i) Details of the secured principal debts hereunder are stipulated in Article X of this Contract.

(ii) References to “due” and “maturity” in the Contract include situations in which early maturity dates are announced by the creditor.

2.	Scope of guarantee

Apart from the principal debts as mentioned herein, the scope of guarantee under this Contract also includes the interest arising therefrom (the interest referred to herein includes interest, penalty interest and compound interest), default penalty, damage compensation cost, service charges, insurance premiums and other costs incurred as a result of execution or performance of the Contract, as well as the costs in connection with the Pledgee’s realization of security rights and debts (including but not limited to disposition fees, taxes, litigation costs, auction fees, execution costs, legal costs and travel expenses), together with, after the Master Contracts take effect, the amount of performance bond called upon by the creditor but not deposited.

3.	Preferential rights to be paid off

The Pledgor shall ensure that the Pledgee takes the priority in having its claim satisfied with the relevant proceeds of the pledged property.

The Pledgee may elect not to exercise other security rights (if any) against the debtor at first. Instead, it may directly exercise the pledge right under this Contract. The Pledgor agrees that, under any circumstances, the failure to exercise or exercise promptly any rights with the debtor under other loan documents, including but not limited to creditor’s rights, security interest, and default remedies, shall not be deemed as the Pledgee’s failure to exercise or giving up the right to exercise the said rights. Nor shall it affect the full exercise of its rights under this Contract.

4.	Modification of Master Contracts

The rights and interests of the Pledgee under the Contract shall not be affected in any way by any indulgence or extension of repayment date granted to the debtor by the Pledgee, or amendment, modification or substitution of any provisions of Master

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Contracts by the Pledgee and debtor. In the event of the above circumstances, the prior approval of the Pledgor is deemed to have been given and the security responsibilities of the Pledgor shall not be diminished as a result of this.

Where the creditor provides the debtor with the issuance of a letter of credit, letter of guarantee or standby letter of credit under the Master Contracts, any amendment made by the creditor or debtor to the letter of credit, letter of guarantee or standby letter of credit under the Master Contracts does not require the consent of the Pledgor or giving notice to the Pledgor. The prior consent of the Pledgor is deemed to have been sought and the security responsibilities of the Pledgor shall not be diminished as a result of this.

Article III: Registration of Pledge

After the Pledgor and Pledgee have signed the Contract, the Accounts Receivable Pledge Registration Agreement shall be signed in accordance with the stipulations of Measures for the Registration of the Pledge of Accounts Receivable of the People’s Bank of China. Upon the signing of this Contract, the Pledgee shall arrange for the registration of the pledge of accounts receivables with the registration and public notice system established by the People’s Bank of China Credit Reference Centre. The Pledgor shall give a true, complete and accurate account of all the requisite information required for registration of the pledged accounts receivable. At the same time, the Pledgor undertakes that, where the Pledgor is an entity, written notice shall be given to the Pledgee of all of the officially registered names of the entity within the 4 months preceding the registration of pledge/assignment, in a truthful, complete, accurate and timely manner. Where the Pledgor is an individual, the Pledgee shall be informed of all valid identity document numbers (whether now or in the past) in a truthful, complete, accurate and timely manner, failing which the Pledgor is deemed to have committed a breach of contract and shall be held liable.

Following the repayment of debts in full under the Master Contracts and complete discharge of the obligations of the Pledgor under the Contract, the Pledgee shall, upon the written request of the Pledgor, arrange for the registration of cancellation of the relevant pledge with the accounts receivable pledge registration and public notice system of the People’s Bank of China Credit Reference Centre in accordance with the relevant stipulations of the Measures for the Registration of the Pledge of Accounts Receivable and its operating rules.

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Article IV: Regulation of Accounts Receivable

1. The Pledgor has already opened a special settlement account (as a regulated account) with the Pledgee. Bank: , Name of Account: , Account No.: . The Pledgee undertakes that, during the term of the pledge, the accounts receivable pledged under this Contract shall be returned and credited directly to the regulated account, which shall be subject to the close-ended supervision of the Pledgee.

2. The Pledgor authorizes the Pledgee to take the initiative to withhold and deduct the corresponding sum from the regulated account if the debtor and/or Pledgor are found to have breached the Contract.

Article V: Realization of Pledge Rights

1. In the event of any one of the following circumstances, the Pledgee is entitled to realize the pledge rights as stipulated herein or apply them to replenishing the performance bond:

(i) Where the debtor commits an act constituting a breach under the Master Contracts;

(ii) Where the creditor may realize the debt under the Master Contracts at an earlier date;

(iii) Where the Pledgor commits an act constituting a breach under the Master Contracts;

2. If any circumstances occur as stipulated herein, the Pledgee has the right to withhold a corresponding amount from the regulated account for the purpose of repaying the debt in advance or, in the case that the debt had fallen due, transfer funds from the regulated account to repay the debt. Any surplus amount, if any, would be attributable to Pledgor after the settlement of debt. If the funds in the regulated account are insufficient to repay the outstanding amount, the Pledgee is entitled to demand that the Pledgor to repay the shortfall immediately.

3. The Pledgor shall actively seek to recover the receivables. In that case that the receivables are not settled as originally scheduled, the Pledgor shall notify the Pledgee promptly. If the Pledgor fails to exercise its rights over the accounts receivable, the Pledgee has the right to exercise subrogation rights according to law.

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4. When the Pledgee realizes the pledge rights, it is entitled to do so in the following manner: if the currency of principal debts is consistent with the currency of accounts receivable, the accounts receivable should be used in repaying the debt directly or in preparation for making external payments. If the currency of the principal debts differs from that of the accounts receivable, the accounts receivable shall be converted into the currency of the principal debts at an exchange rate determined by the creditor and applied to paying off the principal debts or in preparation for making external payments. All costs arising from this shall be borne by the Pledgor.

Article VI: Statements and Warranties

The Pledgor makes the following statements and warranties to the Pledgee:

1. The Pledgor is an independent legal entity or an individual with the capacity for civil conduct who possesses all of the necessary rights and abilities and is able to perform the obligations under this Contract in its own name and independently assume civil liability.

2. The Pledgor is entitled to sign this Contract and has completed all authorizations and approvals necessary for the signing of the Contract and performing the obligations hereunder. The provisions contained herein reflect the true will of the Pledgor and have binding effect on the Pledgor.

3. The Pledgor warrants that it shall abide by the law. The signing and performance of the Contract will not be in violation of the law (the law referred to herein includes laws, rules, regulations, local laws, and judicial interpretation), Articles of Association, relevant documents of competent authorities, judgments, rulings which should be observed by the Pledgor and are not in conflict with any contract, agreements signed by the Pledgor, or any other obligations undertaken by the Pledgor.

4. The Pledgor warrants that all financial statements compiled by it, if any, are in compliance with the laws of China (excluding the Hong Kong and Macau Special Administrative Regions and Taiwan). The financial statements give a true, complete and fair view of the financial status of the Pledgor. Furthermore, all information and documents supplied to the Pledgee by the Pledgor in the course of signing and performance of the Contract are true, valid, accurate and complete without any concealment of facts.

5. The Pledgor warrants that it shall complete all filings or registrations necessary for the valid and lawful performance of the Contract, and pay all taxes and costs thereof.

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6. There has been no material and adverse change to the business and financial status of the Pledgor since the date of the latest audited financial statement.

7. The Pledgor warrants that it is entitled to the full and lawful rights of ownership of the pledged accounts receivable. Currently, any form of guarantee and other priority rights (other than the rights created for the purpose of this Contract) have not been retained and no assignment (including but not limited to factoring business) has been carried out with respect to the accounts receivable. Nor does there exist or possibly exist any form of dispute over the title, restriction of rights or defects, and there does not exist any third party claiming any rights over the pledged property.

8. The Pledgor has already disclosed to the Pledgee important facts and circumstances, which have come to his knowledge or should have come to his knowledge and is important for the Pledgee in deciding whether to grant the financing under the Master Contracts.

9. The Pledgor acknowledges that, on the date of signing of the Contract and during the performance of the Contract, there do not and will not exist cases of default on payments, including but not limited to salaries of staff, medical expenses, disability subsidies, relief payments and compensation.

10. The Pledgor warrants that there do not exist situations or events which will or may have a material and adverse impact on the ability of the Pledgor in performing the Contract.

11. The Pledgor warrants that there do not exist any circumstances of restriction of assignment or pledge in the basic contracts of the pledged accounts receivable, nor any stipulation for offsetting the accounts receivable against other debts of the Pledgor. Without the written approval of the Pledgee, any form of modification or early termination of the basic contract is not allowed.

12. The Pledgor warrants that the Pledgor possesses full and lawful rights of ownership to the movable or immovable property underlying the pledged accounts receivable. The movable or immovable property does not retain any form of guarantee or other priority rights (other than those created for the purpose of the Contract). Nor does there exist or possibly exist any form of ownership dispute, restriction of rights or defects, and there does not exist any third party claiming any rights over the pledged property.

13. If the Pledgor raises and registers a disagreement over the above accounts receivable, the Pledgee shall be promptly notified of the relevant information.

Article VII: Agreed Matters

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1.	Obligations of the Pledgor

(i) During the period when the pledge hereunder validly exists, except for the stipulations herein, the Pledgor undertakes not to, without obtaining the written approval of the Pledgee, create in any way any further pledge or other security interests over the pledged accounts receivable and the underlying movable or immovable property for the benefit of any third party other than the Pledgee.

(ii) The Pledgor undertakes not to take the following actions without obtaining the consent of the Pledgee in writing:

Otherwise dispose of the pledged accounts receivable, such as offsetting accounts receivable debts, re-negotiating receivables for reasons of business discounts and disputes, or assignment of receivables.

‚ Selling, gifting over, leasing, lending, transferring, mortgaging, pledging or otherwise disposing of all or part of its substantial assets.

ƒ Material changes to the business structure or form of organization of property rights, including but not limited to contracting, leasing, joint operation, company restructuring, shareholding reform, equity transfer, merger (or merger by way of absorption), joint venture (or cooperative venture), splitting up, setting up of subsidiaries, transfer of property rights and reduction of capital.

„ Amendment to the Articles of Association or alteration of scope of business or core business.

… Providing guarantees to a third party and, as a consequence thereof, having a material and adverse impact on its financial condition or ability to fulfil the obligations under the Contract.

† Application for restructuring, bankruptcy or dissolution of the company.

‡ Signing of contracts/agreements which have a material and adverse impact on the ability of the Pledgor to fulfil the obligations hereunder or assuming relevant obligations with such implications.

ˆ The Pledgor shall promptly advise the payers of accounts receivable that those accounts receivable had been pledged, and ensure that the full amount will be appropriated to the regulated account as mentioned in Article IV of this Contract or to the account designated by the Pledgee as scheduled.

(iii) The Pledgor undertakes that, during the existence of the pledge, if the following circumstances occur, the Pledgor shall notify the Pledgee on the day such an event occurs and the original copy of the relevant notice (affixed with company seal for non-natural persons, and signature required for natural persons) shall be dispatched and reach the Pledgee within five (5) banking days after the event takes place:

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Where there is any change to the statutory registered name or identity card number of the Pledgor.

‚ The occurrence of relevant events which render the representations and warranties made by the Pledgor under the Contract untrue and inaccurate.

ƒ Where the Pledgor or its controlling shareholders, de facto controller or its related persons are involved in litigation or arbitration, or its assets are subject to seizure, attachment, freezing, enforcement or other measures of the same effect are taken against it, or its directors, supervisors, or senior management are involved in litigation, arbitration or subject to other enforcement measures.

„ Where there are changes of legal representative (if any), responsible person, authorized representative, key person in charge of financial affairs, or correspondence address and work premises of the Pledgor, or the Pledgor (natural person) changes his residential address, place of usual abode, changes job, leaves the city where he lives on a long term basis, changes his name or there is an adverse change to his salary level.

… Where a petition for restructuring or bankruptcy is filed by other creditors or in case of revocation by higher-level competent authorities.

† Where there is dispute over the ownership of the pledged accounts receivable, or the pledge is or may be subject to an adverse impact by any third party.

(iv) The Pledgor undertakes that in the course of signing and performance of the Contract, it shall, upon the demand of the Pledgee, furnish the required financial information at any time.

(v) The Pledgor acknowledges that, before the debtor settles all debts due to the Pledgee under the Master Contracts, the Pledgor is prohibited from exercising its right of recourse and relevant rights entitled to it as a result of the performance of the Contract against the debtor.

(vi) On request by the Pledgee, the Pledgor shall arrange to handle the formalities of a notarial certificate, which is enforceable, with a notary public office designated by the Pledgee. The Pledgor voluntarily accepts that enforcement action.

(vii) The Pledgor shall provide information necessary for the registration of the pledge in a prompt, complete, valid and truthful manner and actively cooperate with the Pledgee in handling the formalities so as to ensure the realization of pledge rights on the part of the Pledgee.

(viii) All costs associated with the evaluation, registration, notarization, safekeeping, warehousing, appraisal, and insurance of the pledged accounts receivable hereunder and the underlying movable/immovable property, maintenance of value of the pledged accounts receivable and safeguarding of the interests of Pledgee under the Contract, shall be wholly borne by the Pledgor.

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(ix) With respect to any third party’s claiming rights over the pledged accounts receivable and the underlying movable/immovable property, or any enforcement actions which are or may be adopted by judicial or administrative authorities on the pledged accounts receivable and the underlying movable/immovable property, in order to ensure that the security interests of the Pledgee hereunder will not be prejudiced in any way, the Pledgor shall defend against those claiming of rights or enforcement actions. All costs arising therefrom shall be borne by the Pledgor.

(x) Where, for reasons other than the fault of the Pledgee, the value of the pledged accounts receivable and the underlying movable/immovable property falls to 90% or below of the original appraised value of the pledged property, the Pledgor shall, on request by the Pledgee, replenish the performance bond or provide additional guarantees accordingly within five (5) banking days from the date of dispatching of the Notice of Replenishing Pledged Property by the Pledgee.

(xi) Where the Pledgor is not the debtor under the Master Contracts, the Pledgor hereby undertakes that, in the event of any one of the following circumstances, it shall unconditionally assume joint guarantee liability with the debtor with respect to the outstanding claims:

The secured claims are not settled in full after the Pledgee exercises its pledge rights according to the Contract.

‚ Reasons on the part of the Pledgor that render the Contract not yet effective, void or revoked.

2. Stipulations on transfers of funds

(i) If the Pledgor has outstanding debts which are past due, the Pledgee has the right to transfer the funds directly from any of the accounts opened by the Pledgor with Shanghai Pudong Development Bank in paying off the outstanding debts that are past due.

(ii) Unless otherwise stipulated by the competent state authorities, the proceeds received therefrom shall be applied in the following order of priority: first, repayment of outstanding amounts due on the part of the Pledgor and debtor, then settling the outstanding interest, and finally, repayment of the outstanding principal.

(iii) In the case that the currency of the proceeds generated from such funds transfers differs from that of the debts to be repaid, the Pledgee is entitled to settle/purchase foreign currency at a self-determined rate and repay the outstanding amount. The currency exchange risks shall be borne by the Pledgor.

3. Proof of Claims

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The accounting documents compiled and recorded by the Pledgee according to its business practices constitute valid proof of the secured principal claims of the Pledgor.

4.	Serving of Notice

(i) Any notice given by either party to the other party shall be sent to the addresses shown on the signing page herein, unless it is notified in writing by the other party of a change in address. Once the notice is sent to the above address, it is deemed to have been served on the following dates: for letters, the seventh (7) banking day after the dispatch of registered mail to the principal business address (for natural persons, the residential address); for delivery by courier, the day when the recipient had signed to acknowledge receipt; for facsimile or emails, the day when the facsimile or emails are sent. However, all notices, requests or other correspondence sent or delivered to the Pledgee are deemed to have been served at the time when the Pledgee actually receives them. In addition, the originals (affixed with the company seal for non-natural persons, signature required for natural persons) of all notices and requests sent to the Pledgee via facsimile or email shall be delivered by hand or mailed to the Pledgee afterwards for confirmation purposes.

(ii) The Pledgor agrees that any summons or notices issued as a result of litigation instituted against it shall be deemed to have been served if they are dispatched to the principal business or residential address as shown on the signing page of this Contract. Any change to the above address will not take effect unless a written notice of the same has been given to the Pledgee in advance.

5.	Validity, Modification and Rescission

(i) This Contract is established and shall take effect after both the Pledgor and Pledgee have affixed their seals and have their legal representatives/responsible persons or authorized persons sign or seal it (if the Pledgor is a natural person, signature only). The pledge rights are established after the registration of the pledge is completed with the accounts receivable pledge registration system of the People’s Bank of China and is valid until the secured principal claims hereunder are fully discharged.

(ii) If the Pledgee needs to rollover the loan or modify the registration, the Pledgor shall reach an agreement with the Pledgee with respect to matters regarding loan rollover, modification and registration.

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(iii) If any part of the provisions of the Contract is declared invalid or rescinded, the validity of the remaining provisions shall not be affected.

(iv) After the Contract comes into force, neither party to the Contract is permitted to modify or rescind the Contract in advance. Where modification or rescission is required for the Contract, both parties shall reach unanimity through consultations and enter into a written agreement.

Article VIII: Events of Default and Handling

1. Events of default

The occurrence of any of the following circumstances shall constitute a default on the part of the Pledgor:

(i) Any statement, description, or warranty made by the Pledgor in this Contract, or any notice, authorization, approval, consent, certification and other documents arising from or in connection with this Contract are inaccurate or misleading at the time of being made, or are proved to be inaccurate or misleading, or are proved to be void or rescinded or have no legal effect.

(ii) Any breach of the statements, warranties or agreed matters in Article VI or Article VII of the Contract on the part of the Pledgor.

(iii) The Pledgor fails to meet the requirements of the Pledgee in the provision of complete formalities and authentic information of the pledged accounts receivable and underlying movable/immovable property, or hides the fact that there exist circumstances under which the pledged accounts receivable and underlying movable/immovable property are subject to joint ownership, dispute, attachment, seizure, or supervision, or that a pledge already exists.

(iv) The suspension of business, stoppage of production, closure of business, suspension of business for internal rectification, liquidation, being placed in receivership or conservatorship, restructuring, dissolution, revocation or cancellation of business licence, or bankruptcy of the Pledgor.

(v) The financial condition of the Pledgor deteriorates, encountering great difficulties in operation, or an event or situation occurs which has an adverse impact on its normal operations, financial condition or solvency.

(vi) The Pledgor, its controlling shareholders, de facto shareholders or related parties are involved in material litigation or arbitration or any of its significant assets is subject to seizure, attachment, freezing, enforcement or other measures carrying the same effect are adopted against it; or its legal representative, directors, supervisors or senior management are involved in any litigation, arbitration or subject to other

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enforcement actions which have an adverse impact on the solvency of the Pledgor.

(vii) The pledged accounts receivable and underlying movable/immovable property are subject to enforcement action by the judiciary authorities of the state or other competent organizations or other third parties asserting rights over them.

(viii) Where the Pledgor is a natural person, he or she dies or is declared to be dead.

(ix) Where the Pledgor is a natural person, a transfer of assets or attempt to transfer assets under the false pretense of marriage.

(x) Other acts in breach of this Contract by the Pledgor or in prejudice to the interests of the Pledgee, which are sufficient to impede the normal discharge of the Contract.

2. Treatment of default

If any of the above events of default happens, the Pledgee is entitled to declare that the principal claims are due on an earlier date or request the debtor to replenish the performance bond, and may, as stipulated in Article V, transfer funds from the regulated account and apply them in discharging all claims which are secured by the pledged accounts receivable, or apply them in replenishing the performance bond. At the same time, the Pledgee may request the Pledgor to make a default payment (calculated according to Article X of this Contract). Where the default payment is insufficient to cover the losses suffered by the Pledgee, the Pledgor shall indemnify the Pledgee against all resulting losses.

At the same time, the Pledgor shall seek recovery of the receivables actively. Should the Pledgor fail to exercise its rights over the accounts receivable, the Pledgee is entitled to exercise subrogation rights according to law.

Article IX: Other Provisions

1. Applicable laws

The Laws of the People’s Republic of China (excluding the Hong Kong and Macau Special Administrative Regions and Taiwan) are applicable to this Contract.

2. Dispute Resolution

All disputes arising from this Contract shall be resolved through friendly consultations. In the case that an agreement cannot be reached, the People’s Court where the Pledgee is located has exclusive jurisdiction over the matter. During the

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period of dispute, the parties shall continue to perform the undisputed provisions.

3. Miscellaneous

(i) The parties hereto may revise through negotiation matters not mentioned herein and set out those additional terms and conditions in Article X of this Contract. Alternatively, the parties hereto may enter into a written agreement as an Appendix to the Contract. The Appendix to this Contract (detailed in Article X of this Contract) is an inseparable constituent part of the Contract and has the same legal effect as the main text.

(ii) Unless otherwise stated herein, the relevant terms and expressions in this Contract have the same meetings as those in the Master Contracts.

(iii) The insertion of headings herein is for reference only and should not be regarded as the basis of interpretation of the content under that heading.

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Article X: Essential Terms of Contract

(N.B.: Please “ü“ in the boxes as appropriate)

1.	Master Contracts secured by this Contract 【corresponding to the terms and conditions under “Whereas”】

x Master Contracts are 《》【No. 】 signed between the creditor (namely the Pledgee under this Contract, same below) and , the debtor, on (dd) (mm) (yy).

þ This is a Maximum Pledge Contract. The Master Contracts are a series of credit contracts entered into by the creditor and Shenzhen Photon Broadband Technology Co., Ltd., the debtor, from 16 April 2009 to 16 April 2010 (fill in the period during which the claims have arisen).

2.	The secured principal debts 【corresponding to Item (i), Section 1, Article II of this Contract】

The principal debt secured under this Contract is, according to the Main Contracts, the principal amount of debt (including loan principal, discount amount, and advances) arising from the provisions of financing or off-balance sheet business by the creditor to the debtor. The balance of principal debt secured is up to a maximum of RMB (currency) Twenty Five Million Yuan Only (in words).

Balance of principal debts ＝ accumulated amount of principal debts already incurred－accumulated amount of principal debts already repaid.

3. Description of pledged property

(i) þ All accounts receivable (including the receivables that have been or will be incurred) of the Pledgor which are incurred from the sales of products (enter specific description of the sale of certain kind of products or lease of certain property or provision of certain services) during 16 April 2009 to 16 October 2011. (applicable to the pledge of all accounts receivables of the Pledgor).

(ii) x All the accounts receivable incurred (including the receivables that have been or will be incurred) by the Pledgor during the period from (dd) (mm) (yy) to (dd) (mm) (yy) with respect to the following payers (fill in the full names of the payers of accounts receivable): ; ; ; ;

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(applicable to the pledge of all accounts receivable from one or several customers of the Pledgor).

(iii) x All the accounts receivable incurred (including the receivables that have been or will be incurred) by the Pledgor during (dd) (mm) (yy) to (dd) (mm) (yy) with respect to the right to receive payment from the following immovable properties or other rights to charge fees: ¨ toll fees for stretch no. to stretch no. of Highway, ¨ toll fees for bridge, ¨ toll fees for subway, ¨ fees for berth to berth, ¨ accommodation expenses of student apartments; ¨ income from chargeable items of school (state the chargeable items), ¨ right to charge electricity fees, ¨ right to charge fees on sewage treatment, ¨ export tax rebate. (Fill in the names and numbers of immovable properties in “ ”, applicable to the pledge of a particular kind of rights to charge fees).

(iv) x The following accounts receivable of the Pledgor (applicable to the pledge of one or more confirmed accounts receivable vouchers generated under contract):

a. The accounts receivable generated from 《》 (name of contract or purchase order, same below) 【No. 】 signed between the Pledgor and , the currency of the accounts receivable is , the amount is , maturity date is on , invoice no.: (if any, may be more than one)

b. The accounts receivable generated from 《》【No. 】 signed between the Pledgor and , the currency of the accounts receivable is , the amount is , maturity date is on , invoice no.: (if any, may be more than one)

c. Where the pledge involves more than three accounts receivable, the details of the accounts receivable are set out in Appendix 2 “List of Accounts Receivable”.

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(v) x Other stipulations (for the purpose of ascertaining the accounts receivable to be pledged):

4. Treatment of Default 【corresponding to Section 2, Article VIII of this Contract】

Default payment: equivalent to One (in words) percent of principal debts or

/ .

5. The registration fee of the pledge is RMB / , which is payable to the Pledgee by the Pledgor before the handling of registration.

6. The Appendices to the Contract include: 【corresponding to Section 1, Article III and Item (i), Section 3, Article IX of this Contract】

(i) Accounts Receivable Pledge Registration Agreement.

(ii) x List of Pledges of Accounts Receivable.

(iii) x Letter of Undertaking Regarding Consent of Execution for Jointly-owned Property (applicable where the Pledgor is a natural person).

(iv) x “ ”.

(v) x “ ”.

7. Other Matters Agreed by Both Parties 【corresponding to Item (i), Section 3, Article IX of this Contract】

8. This Contract is in quadruplicate, one copy kept by the Pledgor, three copies kept by the Pledgee, / copy kept by /, all having the same legal effect.

- 17 -

(No main text below on this page)

- 18 -

(This is the signing page with no main text)

This Contract is signed by both parties (as below) on 30 April 2009. The Pledgor acknowledges that, at the time of signing this Contract, both parties have explained and discussed all the provisions in detail. Both parties have no disagreement towards any of the provisions herein and have an accurate understanding of the legal implications of the provisions with respect to the rights and obligations, restrictions of responsibility or release provisions of the subject persons.


Pledgor (company seal) [sealed] Shenzhen Photon Broadband Technology Co., Ltd.				Pledgee (company seal) [sealed] Shenzhen Branch, Shanghai Pudong Development, Bank Co., Ltd.

Legal representative or authorized person (signature or seal)				Responsible person or authorized person (signature or seal)

[signature stamp] [PING PETER XIE]				[signature stamp] [illegible]
(applicable to above legal person)

Pledgor (signature)

Category and no. of valid identity document:


(applicable to above natural person)


Residential address:	2/F, Hao Wei Bldg., Langshan No. 2 Road, Beiqu, High-tech Industrial Park, Nanshan District, Shenzhen	Principal place of business: Shenzhen International Chamber of Commerce Tower, Fuhua No. 3 Road , Futian District, Shenzhen
Postal code:		Postal code: 518000
Telephone No:		Telephone No:
Fax No.:		Fax No.:
Email:		Email:
Contact person:		Contact person:

Appendix 1-1:

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Accounts Receivable Pledge Registration Agreement


Pledgee:		Shenzhen Branch, Shanghai Pudong Development Bank Co., Ltd.
		(hereinafter referred to as “Party A”)

Pledgor:		Shenzhen Photon Broadband Technology Co., Ltd.
		(hereinafter referred to as “Party B”)

Whereas Party A and Party B have signed the Accounts Receivable Pledge Contract numbered 227909200900000004, Party B agrees to pledge the accounts receivable, as agreed, under the above contract to Party A. In order to protect the lawful interests of both parties, Party A and Party B shall arrange for the registration of the pledge in accordance with the stipulations of Measures for the Registration of the Pledge of Accounts Receivable and Operating Rules for Registration of the Pledge of Accounts Receivable of the People’s Bank of China. To this end, both parties agree as follows:

A. Party B agrees that Party A shall arrange for the registration of the pledge, extension of term and modification of registration, if any, with the accounts receivable pledge registration and public notice system in accordance with the relevant stipulations of the People’s Bank of China, and provide a description of the debt obligation in the public notice system.

B. Party B undertakes to:

1. Provide all information necessary for the registration in a timely, complete and accurate manner, and actively cooperate with the other party in the registration process. Where the pledgor is an entity, Party A had been notified of all names used by Party B in the last 4 months preceding the date of the signing of this Agreement. Where the pledgor is an individual, Party A had been notified of all valid identity card numbers (whether now or in the past).

2. Party B possesses complete rights of disposition of the pledged property under the pledge contract. Before Party A proceeds with the relevant registration of the pledge, there do not exist any prior rights to the pledged property which will affect the pledge rights of Party A. Nor shall any third party be entitled to assert any rights over the pledged property.

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3. During the period of existence of the pledge, the pledgor shall notify Party A promptly of any change in the registered information.

C. This agreement is governed by the laws of China (excluding the Hong Kong and Macau Special Administrative Regions and Taiwan) and is construed accordingly.

D. This agreement shall come into force after the legal representatives, responsible persons or authorized persons have signed their names and have affixed their company seals to the agreement.

E. This agreement is in quadruplicate, two copies each kept by Party A and Party B, all of which shall have the same legal effect.

This agreement is signed by both parties in Shenzhen on 30 April 2009.

Pledgee: (company seal)

[sealed] Shenzhen Branch, Shanghai Pudong

Development Bank Co., Ltd.

Responsible persons and authorized persons (signature and seal): [signature stamp] [illegible]

Pledgor: (company seal)

[sealed] Shenzhen Photon Broadband Technology Co., Ltd.

Legal representative or authorized person: (signature and seal)

[signature stamp] PING PETER XIE

Pledgor (for natural persons): (signature and seal)

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Appendix 1-2:

List of Accounts Receivable

【corresponding to Item (iv), Section 3, Article X of

the Accounts Receivable Pledge Contract】

Payer of
Accounts
Receivable

Contract

No.

Name of

Contract or

Purchase

Order

Currency

Amount

Maturity

Date

Invoice No.

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Appendix 1-3:

Letter of Undertaking Regarding

Consent of Execution for Jointly-owned Property

(applicable where the Pledgor is a natural person)

Ref No.

To: Branch/Sub-branch, Shanghai Pudong Development Bank Co., Ltd.

, Identity Card No. , am presently the lawful spouse of , the Pledgor. For the purpose of signing and performance of the Accounts Receivable Pledge Contract (hereinafter referred to as “Pledge Contract”) numbered , I hereby make the following undertaking:

I have sufficient knowledge of the aforementioned Pledge Contract which is signed by . I consent to the signing and performance of the Pledge Contract by the Pledgor. I consent that as stipulated in the Pledge Contract, while the Pledgor assumes security responsibility on the Pledge Contract, the Bank shall be entitled to dispose of all the jointly-owned properties involved in the Pledge Contract, and have no objection whatsoever.

Yours faithfully,

Attachments:

1. Copy of Identity Card

2. Copy of marriage certificate

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Appendix 2:

Agreement on Registration of Transfer of Accounts Receivable


Assignee:				(hereinafter referred to as “Party A”)

Assignor:				(hereinafter referred to as “Party B”)

Whereas:

Whereas Party A and Party B have entered into the Factoring Agreement numbered , Party B agrees to transfer the accounts receivable, as stipulated, under the above contract to Party A. In order to protect the lawful interests of both parties, Party A and Party B shall arrange for the registration of transfer of pledge in accordance with the stipulations of Measures for the Registration of the Pledge of Accounts Receivable and Operating Rules for Registration of the Pledge of Accounts Receivable of the People’s Bank of China. To this end, both parties agree as follows:

A. Party B agrees that Party A shall arrange for the registration of transfer of pledge with the accounts receivable pledge registration and public notice system pursuant to the People’s Bank of China’s stipulations on the registration of pledges of accounts receivable, and provide a description of the debt obligation in the public notice system.

B. Party B undertakes to:


1.		Provide all requisite information for the registration in a timely, complete and accurate manner and actively cooperate in registering the pledge. In the 4 months preceding the date of signing of this Agreement, Party B had used the following names:
		¹



2.		The accounts receivable transferred to Party A by Party B are lawful, valid and enforceable against the relevant payers according to law or contract provisions. There do not exist any restrictions on transfer. Before Party A

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C. Description of transferred property in the Registration of Transfer:



1.	¨ All accounts receivable incurred by the Assignor from (dd) (mm) (yy) to (dd) (mm) (yy) (including the receivables that have been or will be incurred) (applicable where all receivables of the Assignor are transferred).

2.	¨ All accounts receivable incurred from (dd) (mm) (yy) to (dd) (mm) (yy) (including the receivables that have been or will be incurred) by the Assignor with respect to the following payers: ; ; ; ; (fill in the full names of payers of accounts receivable) (applicable where all accounts receivable of one or several customers of the Assignor are transferred).

3.	¨ The accounts receivable of the Assignor (applicable to the transfer of one or more confirmed receivable vouchers generated under contract):

	a.	The accounts receivable generated under 《》 (name of contract or purchase order, same below) 【No. 】 signed by the Assignor, the currency of accounts receivable is , the amount is , maturity date is on , invoice no.: (if any, can be more than one).

	b.	The accounts receivable generated under 《》【No. 】 signed by the Assignor, the currency of accounts

- 25 -


		receivable is , the amount is , maturity date is on , invoice no.: (if any, can be more than one).

	c.	Where the transfer involves more than three accounts receivable, the details of the accounts receivable are set out in the Appendix “List of Accounts Receivable”.

4.	¨ Other stipulations (for the purpose of ascertaining the accounts receivable to be transferred):

D. This Agreement is governed by the laws of China (excluding the Hong Kong and Macau Special Administrative Regions and Taiwan) and is construed accordingly.

E. This Agreement shall come into force on the date on which the legal representatives/responsible persons or authorized persons have signed or sealed and have affixed their company seals to the agreement.

F. This agreement is in copies, copy each kept by Party A and Party B, and all shall have the same legal effect.

This agreement is signed by both parties in on (dd) (mm) (yy).

Assignee: (company seal)

Responsible person or authorized person: (signature and seal)

Assignor: (company seal)

Legal representative or authorized person: (signature and seal)

Assignor (for natural persons): (signature and seal)

- 26 -

Appendix :

List of Accounts Receivable

【corresponding to item 3(c), Section C of the Agreement on Registration of Transfer

of Accounts Receivable】

Payer of
Accounts
Receivable

Contract

No.

Name of

Contract or
Purchase

Order

Currency

Amount

Maturity

Date

Invoice No.

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Supplementary Agreement

With respect to matters in relation to the Accounts Receivable Pledge Contract numbered 227909200900000004 signed by the Pledgee and Pledgor, both parties have, upon adequate consultations, entered into a supplementary agreement as follows:

In accordance with the Accounts Receivable Pledge Contract, to the extent that the Pledgee exercises its pledge rights with respect to the accounts receivable of the Pledgor or lodges an application with the court [superimposed seal of Shenzhen Sub-branch, Shanghai Pudong Development Bank Co., Ltd.] for enforcement of actions such as freezing, attachment, transfer of accounts receivable of the Pledgor or the funds standing to the credit of the bank account opened with Shanghai Pudong Development Bank, the amount involved shall be limited to the balance of the secured principal debts that have actually fallen due and the amount of indebtedness for which the Pledgor is liable.

2.	This Supplementary Agreement is a valid constituent part of the Accounts Receivable Pledge Contract and has the same legal effect as the aforementioned contract.

3.	This Agreement shall come into force on the date when the legal representatives or authorized persons of both parties have signed and affixed their company seals to the agreement.

4.	This Agreement is in quadruplicate, one copy kept by the Pledgor and three copies kept by the Pledgee, all of which shall have the same legal effect.


Pledgor (company seal)		Pledgee (company seal)
[sealed] Shenzhen Photon Broadband Technology Co., Ltd.		[sealed] Shenzhen Branch, Shanghai Pudong Development Bank Co., Ltd.

Legal representative or authorized person (signature or seal) [signature stamp] [PING PETER XIE]		Legal representative or authorized person (signature or seal) [signature stamp] [illegible]

Time of signature:		Time of signature: 2009.4.30

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Supplementary Agreement

2.	This Supplementary Agreement is a valid constituent part of the Accounts Receivable Pledge Contract and has the same legal effect as the aforementioned contract.

3.	This Agreement shall come into force on the date when the legal representatives or authorized persons of both parties have signed and affixed their company seals to the agreement.

4.	This Agreement is in quadruplicate, one copy kept by the Pledgor and three copies kept by the Pledgee, all of which shall have the same legal effect.


Pledgor (company seal)		Pledgee (company seal)
[sealed] Shenzhen Photon Broadband Technology Co., Ltd.		[sealed] Shenzhen Branch, Shanghai Pudong Development Bank Co., Ltd.

Legal representative or authorized person (signature or seal)		Legal representative or authorized person (signature or seal)
[signature stamp] [PING PETER XIE]		[signature stamp] [illegible]

Time of signature:		Time of signature: 2009.4.30

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EX-10.14 19 dex1014.htm SHORT TERM LOAN AGREEMENT DATED SEPTEMBER 15, 2009 Short Term Loan Agreement dated September 15, 2009

Exhibit 10.14


		Short Term Loan Agreement

Short Term Loan Agreement

To: Sub-branch, Shenzhen Branch,

Ref No.: 79092009280

Shanghai Pudong Development Bank Co., Ltd.

Client Name:

Shenzhen Photon Broadband

Technology Co., Ltd.

Date of Application:

15 September 2009

Address:

2/F, Haowei Building,

Langshan 2 Rd., Kejiyuan

Beiqu, Nanshan, Shenzhen

Contact Person of Client:

[signature] Din [illegible]

Telephone:

0755-86149829

Contact Person of Financing Bank (to be

Fax:

completed by Financing Bank):

We hereby irrevocably apply for the Bank to provide short-term loan as working capital in accordance with the following terms of the Agreement:

1. Principal terms and conditions

¨ This Agreement is signed as a supplementary facility document to the Credit Facility Agreement numbered (hereinafter referred to as “Credit Facility Agreement”). After this Agreement comes into effect, all the terms and conditions contained herein are merged into the Credit Facility Agreement and form an integral part of it (Please tick here if the client has signed a Credit Facility Agreement with us before and state the reference no. of the Credit Facility Agreement);

þ This Agreement is an independent credit document entered into between the Client and the Financing Bank (Please tick here if the client has not signed a Credit Facility Agreement with the Financing Bank).

¨ The purpose of making loans under the Agreement is to repay previous loans by borrowing new ones and the guarantor is aware of it. Name of original agreement: Date signed: Ref No.: (This item must be ticked if the loans are used to repay previous loans).

2. Description of loans

(If the interest rate of loans and default rates are already agreed upon in the Credit Facility Agreement signed by the Client, the relevant columns herein need not be completed)

Type of short-term loan: A. Fixed-term short-term loan B. Short-term revolving term

Currency

Amount

Type

Drawdown date

Maturity date (or duration)

Interest rate

Settlement method

Default

rate

Default rate for mis-

appropriation of funds

RMB

Five Million Yuan

Only

2009.9.15

One

Year

Benchmark interest

Monthly

Additional 50% of the interest rate on the overdue date

Additional 50% of the interest rate on the

default date

Repayment method:

One-off repayment of principal at maturity

3. Description of Guarantee

(Under the circumstances that guarantee have already been agreed upon by the Client in the Credit

Facility Agreement, the relevant columns of this Agreement need not be completed.)


Guarantor			NeoPhotonics (China) Co., Ltd., Client	Mode of Guarantee	¨Mortgage; þ Pledge; þ Guaranty
4. General Provisions
The Client hereby acknowledges to have read and agreed with the following general provisions of the loan agreement:

1.	Unless the loans being applied for have been released to the Client in accordance with the stipulations of the Agreement, the Financing Bank may, at any time after the signing of the Agreement, revoke the commitment of granting loans it so made by signing the Agreement.

2.	Payment of interest: Unless otherwise stated, the interest under the Agreement shall be accured on a daily basis and the interest is to be settled with the principal.

3.	Submission of documents: The Client warrants that the following documents will be provided to the Financing Bank or the corresponding conditions will be complied with before the drawdown of the loan, but the Financing Bank is not obligated to verify the authenticity of such documents:

	(1)	Copies of the Client’s latest Articles of Association and business licence;

	(2)	Resolutions of the Board of Directors authorizing the Client to sign the Agreement and relevant supplementary financing documents (if the authority of the legal representative in signing contracts is limited by the Articles of Association of the Client);

	(3)	Letter of authorization from the Company regarding the authorized representative and specimen signature of the authorized representative;

	(4)	This Agreement, as validly and lawfully signed by the Client;

	(5)	The drawdown date, as designated by the Client, is a business day of the Financing Bank;

	(6)	If the loan under this Agreement is secured, the security document should be signed and come into force before the drawdown date;

	(7)	Other documents and/or conditions as may be required by Financing Bank from time to time.

4.	In the event that the designated drawdown date or repayment date is not a business day of the Financing Bank, the designated drawdown date or repayment date will be postponed to the next business day of the Financing Bank. Interest shall be accrued during the repayment period thus extended.

5	Early Repayment and Early Maturity: For a revolving short-term loan, the Client may make early repayment at any time prior to the due date. For a fixed-term short-term loan, unless the Client is notified by the Financing Bank of maturity at an early date, when the Client makes any early repayment, written approval should be obtained form the Financing Bank and any costs or losses incurred by the Financing Bank as a result of the early repayment shall be fully indemnified. Any early repayment shall be deemed as early maturity of the loan. The Financing Bank has the right to notify the Client that the financing under the Agreement has fallen due at an earlier date without giving any reason and the Client shall repay the loan immediately.

6.	Taxation: Unless it is required by law that relevant taxes must be deducted when repaying the loan, the repayment under this Agreement should be made in full without making any deductions. Should any taxes be deducted in accordance with law, the Client shall pay an additional amount to the Financing Bank, so that the amount received by Financing Bank is equal to the amount it would receive had any deductions not been made.

7.	Representations and Warranties The Client makes the following representations and warranties, which shall be deemed to have been repeatedly given by the Client each time the Financing Bank provides financing to the Client in accordance with the Agreement:

	(1)	The Client is a company incorporated in accordance with the laws of China (excluding Hong Kong Special Administrative Regions, Macau Special Administrative Regions and Taiwan, the same below) and is entitled to sign this Agreement and any related documents and had take all necessary corporate actions to make the Agreement and any related documents lawful, valid and enforceable;

	(2)	The signing of this Agreement and performance of obligations herein are not and will not be in violation of any other contracts or documents signed, Articles of Association of the Company, any applicable laws, rules or administrative orders, relevant documents, judgments, or rulings of competent authorities. Nor is it in conflict with any other obligations or arrangements the Client had undertaken;

	(3)	The Client and any of its shareholders and related companies are not involved in any liquidation, bankruptcy, restructuring, merger, consolidation, split, reorganization, dissolution, shut down, closure of business or similar legal proceedings. Nor do there exist any circumstances which may result in such legal proceedings;


	(4)	The Client is not involved in any economic, civil, criminal or administrative proceedings or similar arbitration proceedings which have material and adverse effect on it. Nor do there exist any circumstances which may result in its involvement in such litigation proceedings or similar arbitration proceedings;

	(5)	The legal representative, directors, supervisors or other senior management of the Client, as well as any significant assets of the Client, are not involved in any mandatory enforcement, attachment, seizure, freezing, lien or regulatory measures. Nor do there exist any circumstances which may lead to such measures;

	(6)	The Client warrants that all financial statements (if any) it summits are in compliance with the requirements of the laws of China and the statements give a true and complete view and fairly reflect its financial condition. In the process of signing and enformcement of this Agreement, all information, documents and data (regarding the Client itself and the guarantor) which are furnished to the Financing Bank are true, accurate, valid and complete without any concealment or omission of facts;

	(7)	In the course of business operations, the Client shall strictly observe and abide by laws, rules and regulations and engage in various businesses as stipulated in its business licence or in accordance with the scope of business for which it has been approved. The client shall complete Company Annual Inspection on time.

	(8)	The Client assures that there exist no other circumstances or events which will or might have a material and adverse impact on the ability of the Client in performing the contract.

8.	Undertakings: The Client undertakes the followings:

	(1)	The Client shall strictly observe the Agreement and perform all obligations hereunder;

	(2)	The Client shall, in accordance with the stipulations of the Agreement, repay the principal of the credit financing together with interest on time and settle the payment of relevant expenses. The Client shall obtain all approvals, authorizations, registrations and permits, and maintain their validity, so that it might place its signature lawfully on those documents and fulfill the obligations of the Agreement and any documents in relation to the Agreement. The Client shall, upon request by the Financing Bank, produce the relevant evidence immediately.

	(3)	Within 5 business days from the date when the Client becomes aware that it is involved in any economic, civil, criminal or administrative proceedings or other similar arbitration proceedings which will have material and adverse impact on it, or within 5 business days from the date it is aware that any of its substantial assets is involved in any mandatory enforcement, attachment, seizure, freezing, lien or regulatory measures, it shall notify the Financing Bank in writing and explain in detail the effects brought by it and the remedial measures that have been taken or are planned;

	(4)	Without the written approval of Financing Bank, any large amount liabilities owed to a third party other than the Financing Bank shall not be settled, or any guarantee obligations to a third party fulfilled;

	(5)	Without the written approval of Financing Bank, no other large amount or contingent liabilities shall be incurred, and the proposed creation or provision, for itself or any third party, of any form of guarantee with priority to receive compensation is not allowed. During the period from the date of signing of this Agreement until the settlement of all outstanding debts under the Agreement, the Client shall not, without obtaining the written consent of the Financing Bank:

		a	undergo any liquidation, restructuring, bankruptcy, merger, consolidation, split, reorganization, dissolution, shut down, closure of business or other similar legal proceedings;

		b	engage in the sale, lease, gift over, transfer or otherwise disposal of any of its important assets for the sake of any purpose other than daily operational needs;

		c	incur any change to the shareholding structure;

		d	sign other contracts/agreements which have a material and adverse impact on the ability of the Client to fulfill the obligations under this Agreement or take up relevant obligations which would have the same effect.


	(6)	In special situations or where there are changes in the circumstances surrounding the guarantees under the Agreement, the Client shall, in accordance with the requirements of Financing Bank, promptly provide other guarantees as approved by the Financing Bank. Those special circumstances or changes include but are not limited to production stoppage, closure of business, dissolution, suspension of business for internal rectification, revocation or cancellation of business licence, application for restructuring or bankruptcy or having a petition for restructuring or bankruptcy filed against it, material changes in operating or financial status, involvement in a material litigation or arbitration case, legal representative, directors, supervisors or core members of management being involved in a lawsuit, the decrease or possible decrease in the value of collateral, or preservation measures (such as attachment of property) taken against the property, committing a breach of guarantee contract as well as requesting for rescission of guarantee contract;

	(7)	On the request of the Financing Bank, the Client shall undergo the formalities of notary certification, which is enforceable, at the notary public office designated by the Financing Bank. The costs shall be borne by the Client who voluntarily accepts such enforcement;

	(8)	The Client shall notify the Financing Bank at any time of any matters which may affect its ability to fulfil the obligations under the Agreement and any documents in connection with the Agreement.

9.	Costs and Expenses: With respect to any costs incurred in the amendment, signing, enforcement, notarization or registration of any documents in connection with the Agreement, the Client shall, upon the request of the Financing Bank, compensate the Financing Bank promptly. Unless it is expressly provided by law that taxes shall be paid by the Financing Bank, the Client shall be responsible for paying stamp duties and other fees and taxes in relation to the Agreement and any documents in connection with it.

10.	Penalty Interest: With respect to any overdue amount which is not settled, the Client shall pay penalty interest to the Financing Bank on the basis of the outstanding sum (including the accrued interest), calculated daily from the maturity date of the amount until the date of actual repayment. The penalty interest (including penalty for misappropriation, if any) shall be settled monthly. Compound interest shall be calculated per month.

11.	Authorization of Repayment and Write-off: In the case that there are any matured debts which remain outstanding and irrespective of whether the debts constitute the debts under this Agreement, the Client hereby authorizes the Financing Bank to, on behalf of the Client, use any funds (regardless of the currency) in any account of the Client maintained with the Financing Bank to repay the debt directly. Such authorization is irrevocable. Where conversion of currency is involved, it shall be transacted in accordance with the rate determined by the Financing Bank and the risks of currency conversion rates shall be borne by the Client.

12.	Debt Certification: In accordance with its customary practice, a set of accounts and documents in connection with the business activities involved in this Agreement are to be kept by the Financing Bank. Except for obvious errors, the Client acknowledges that the said accounts and documents are valid proof of the debts of the Client.

13.	Assignment: No assignment of any rights or obligations by the Client under the Agreement is allowed. The Financing Bank may, at any time, assign the rights or obligations under the Agreement to any third party and disclose any information about the Agreement to that third party, including any information provided to the Financing Bank by the Client and the Client’s guarantor for the purpose of the Agreement.

14.	Information Disclosure: The Client consents that: In addition to the disclosure as permitted under Clause 13, the Financing Bank may also disclose any information about the Agreement to its head office, branches, sub-branches, affiliated organizations and those staff employed by these organizations. At the same time, any information which is required to be disclosed by law, rules and regulations as well as stipulations of regulatory authorities, government departments or the judiciary fall under the circumstances in which disclosure is permissible.

15.	Breach of Contract: Any violation of the statements or warranties contained herein on the part of the Client or if those statements or warranties are proved to be inaccurate, untrue, incomplete, misleading or breached, and/or the Client’s violation or non-fulfilment of any commitment under the Agreement and/or any breach of the provisions of the Agreement, and/or any occurrence of circumstances of the Client that may affect the safety of the Financing Bank’s loan, and/or the guarantor’s violation of stipulations under any guarantee documents, all constitute a breach of this Agreement on the part of the Client, in which case the Financing Bank is entitled to announce the early maturity of loan and request the Client to compensate the Financing Bank for all losses incurred by the Financing Bank including legal costs.


16.		Special Agreements With Corporate Clients: If the Client of this Agreement is a Corporate Client, the Client hereby consents that: (1) The Client shall report any situation of a connected transaction involving more than 10% of the net assets of the bona fide credit receiver, including: a. the connected relationship between the transaction parties; b. the transaction project and nature of the transaction; c. the amount of the transaction and corresponding proportion; d. pricing policy (including transactions with zero amounts or nominal amounts), (2) If the following circumstances happen to the bona fide credit receiver, the Client shall be deemed to commit a breach under this Agreement and the Financing Bank is entitled to cancel the Client’s unutilized credit unilaterally and recover a part or all of the utilized credit or request the Client to increase the guarantee to 100%: a. provide false materials or conceal important operational and financial facts; b. the financing is used for a purpose other than originally planned, misappropriation of credit or bank credit being used in unlawful or default transactions, in all cases without the authorization of the Financing Bank; c. making use of false contracts entered into with connected parties and debts such as bills receivable, account receivable without authentic trading background in exchange for bank funds or credit, d. refusing to be supervised or inspected by the Financing Bank regarding the use of credit financing and business and financial activities; e. there exist circumstances such as substantial merger, acquisition or restructuring deemed by Financing Bank to have potential impact on the safety of the financing; f. intentionally evading bank debts by way of connected transaction.

17.		Other Agreed Terms: /

18.		Applicable Laws and Jurisdiction: This Agreement is subject to the laws of China (excluding the Hong Kong Macau Special Administrative Region, Macau Special Administrative Region and Taiwan) and is construed accordingly. Any dispute in connection with the Agreement shall be brought to the People’s Court, which has non-exclusive jurisdiction, in the place where the Financing Bank is located.

19.		Service of Process: The Client confirms that with respect to any litigation arising from the Agreement, the serving of legal documents (such as summonses and notices) in the course of litigation to the address of the Client listed above in this Agreement shall be deemed to have been served. Unless the Financing Bank is notified of any change in address in advance, such a change will not have effect.

20.		Severability of Terms and Conditions: If any provision of this Agreement is held to be void, unlawful or unenforceable, the validity, lawfulness and enforceability of other provisions of the Agreement shall not be affected.

21.		During the term of the Agreement, any indulgence or delay in taking actions granted by the Financing Bank with respect to any breach of contract or other acts of the Client shall not prejudice, affect or restrict all the rights and interests entitled to the Financing Bank as creditor under the law or this Agreement. Nor shall it be taken as an approval by the Financing Bank of any breach of the Agreement on the part of the Client, nor shall it be regarded as the Financing Bank’s waiver of its right to take action against the Client for any breach of contract, whether now or in the future.

22.		Consistency with Credit Facility Agreement: In case of any discrepancy between the Credit Facility Agreement (if any, including valid changes made thereto from time to time) and this Agreement, the provisions of this Agreement shall prevail.

23.		Signature: This Agreement is in quadruplicate, one copy kept by the Client and three copies kept by the Financing Bank, and shall be signed or sealed by legal representatives/responsible persons or authorized persons of both parties and affixed with the company seal and takes effect from the date of application.
Signature Column Both parties confirm that they have explained and discussed all of the provisions at the time of signing this Agreement. Both parties have no objection to any provision in the Agreement and have an accurate understanding of its legal implications with respect to the provisions on restriction or release of rights, and obligations and responsibilities of the subject persons.


Client (Seal):						Financing Bank (Seal):
[seal] Shenzhen Photon Broadband						[seal] Shanghai Pudong Development Bank Co.,
Technology Co., Ltd. (illegible)						Ltd. Special Seal for Contracts

Legal representative or authorized person						Responsible person or authorized person
(signature or seal)						(signature or seal)
[signature] Lv Tian-Jun						[seal] [illegible]

EX-10.15 20 dex1015.htm COMPREHENSIVE CREDIT LINE CONTRACT Comprehensive Credit Line Contract

Exhibit 10.15

Comprehensive Credit Line Contract

Debtor:

NeoPhotonics (China) Co., Ltd. (hereinafter referred to as “Party A”)

Residence:

NeoPhotonics Building, 12th South Keji Road, High-tech Industry Park

South, Nanshan District, Shenzhen

Postal code:

518057

Telephone:

0755-26748267

Fax:

0755-26748363

Legal representative: Tim Jenks

Bank of account opening and account no:

Creditor:

CITIC Bank Ltd, Shenzhen branch (hereinafter referred to as “Party B”)

Residence:

1/F CITIC Tower, CITIC City Plaza, 1093 Shennan Zhong Road, Shenzhen

Postal code:

518031

Telephone:

0755-26073125

Fax:

0755-86211610

Legal representative / person-in-charge: Yan Ning



Signed at:		Shenzhen
Signed on:		26 October 2009

Pursuant to the Commercial Banking Law of the People’s Republic of China, the Contract Law of the People’s Republic of China and relevant laws and regulations of the State, this Contract is entered into by Party A and Party B who shall, in line with the principles of equality and on a voluntary basis, reach unanimity through consultations and abide by the terms and conditions of this Contract.

Article 1 Definitions

In this Contract, the following terms shall have the following meanings unless otherwise expressly stipulated in the contexts:

“Comprehensive Credit Line”: The credit line granted by Party B to Party A shall include one or several of the following business: RMB or foreign currency working capital loans, issuance of bank acceptance of bills of exchange, discounting of bills, issuance of letters of credit, packaged loans, import bill advance, export bill purchase, bank guarantee or other business endorsed by Party B.

“Amount of Comprehensive Credit Line”: The maximum Credit Line Amount that Party B grants to Party A.

“Credit Line Amount”: The sum of the principal amounts of the liabilities

incurred and not yet repaid as a result of Party A’s application to use the Comprehensive Credit Line under this Contract; particularly referring to the sum of the amounts of bills of exchange issued and not yet paid by Party B under bank acceptance of bills of exchange pursuant to this Contract; and referring to the sum of the amounts of letters of credit issued and not yet paid by Party B under issuance of letters of credit pursuant to this Contract; and referring to the sum of the amounts of letters of guarantee issued and not yet paid by Party B under issuance of letters of guarantee pursuant to this Contract.

Article 2 Amount and Type of Comprehensive Credit Line

2.1 The Amount of the Comprehensive Credit Line that Party A can submit applications to Party B to use during the term of Comprehensive Credit Line as stipulated in this Contract is:

Currency RMB (in words) SIXTY MILLION YUAN ONLY, (in figure) 60,000,000.00.

2.2 The Amount of the Comprehensive Credit Line under this Contract can be employed in one or several of the following business: loans, acceptance of bills of exchange, discounting of bills, issuance of letters of credit, packaged loans, import bill advance, export bill purchase, issuance of letters of guarantee or other credit business endorsed by Party B.

2.3 The specific business, amounts, terms and purposes of the above Comprehensive Credit Line that Party A applies to use shall be based on the stipulations of the specific business contracts entered into by Party A and Party B under this Contract. Party B shall only perform the relevant obligations such as the granting of credit in respect of the stipulations of the specific business contracts entered into by Party A and Party B under this Contract.

Article 3 Use of Comprehensive Credit Line

3.1 The term of the Comprehensive Credit Line stipulated in this Contract is ONE year, from 26 October 2009 to 26 October 2010.

3.2 Party A may submit (a) written application(s) to Party B in one batch or several batches for the former to use the Comprehensive Credit Line given the amount and term stipulated in this Contract.

When Party A applies for the use of the Comprehensive Credit Line, the written application must contain the credit line type, term and amount that it intends to use. If after review, Party B is of the opinion that the application satisfies its conditions for the granting of credit and the stipulations of this Contract, Party B shall sign specific business contracts with Party A or other legal documents endorsed by Party B.

3.3 The Credit Line Amount used by Party A during the term of Comprehensive Credit Line shall not exceed the Amount of the Comprehensive Credit Line at any time. During the term of Comprehensive Credit Line, Party B agrees to handle the

amount of the Comprehensive Credit Line already repaid by Party A with method (1) below, while the outstanding balance of the Comprehensive Credit Line during the term of Comprehensive Credit Line shall be removed automatically upon maturity.

(1) Usage of revolving nature. This refers to the fact that under the amount of the Comprehensive Credit Line stipulated in Article 2 of this Contract, if the liabilities that Party A due to Party B have already been repaid during the above term of Comprehensive Credit Line, for the portion already repaid, Party B will reinstate the corresponding amount for Party A, and Party A can use it again during the term of Comprehensive Credit Line;

(2) Usage of non-revolving nature. This refers to the fact that under the Amount of the Comprehensive Credit Line stipulated in Article 2 of this Contract, if the liabilities that Party A due to Party B have already been repaid during the above term of Comprehensive Credit Line, regarding the portion already repaid, Party B will not reinstate the corresponding amount for Party A, and Party A cannot use it again during the term of Comprehensive Credit Line.

3.4 The costs that Party B shall include and charges on businesses such as bank acceptance of bills of exchange, bank letters of guarantee, international trade financing under this Contract, the discount rate for the discounting of bills, the interest rates, exchange rates to be determined for loans, import bill advance and export bill purchase shall be stipulated in each specific business contract by Party A and Party B.

3.5 Should there be any inconsistencies between the stipulations under this Contract and a specific business contract, the stipulations of that specific business contract shall prevail.

3.6 When Party A applies for the use of the Credit Line, if after review, Party B is of the opinion that the application satisfies its conditions for the granting of credit and the stipulations of this Contract, it will sign a specific business contract with Party A, and will execute it according to the stipulations.

Article 4 Declaration and Warranty by Party A

4.1 Party A is a Chinese legal person or other organization legally incorporated pursuant to the laws of the People’s Republic of China, who has the civil rights power and acting power required to sign and execute contracts and may undertake civil liabilities independently. Also, Party A has already obtained all the necessary and legal internal and external approval and authorization for signing this Contract.

4.2 Party A warrants that it shall use the Credit Line in accordance with the stipulations of the provisions of laws and regulations, the stipulations of this Contract and specific business contracts.

4.3 Party A warrants that during the term of the Credit Line, it shall submit true

financial statements and other materials reflecting its production and operation status promptly upon Party B’s request, and warrants that the materials, documents, data and information that it provides is true, accurate, complete, lawful and valid.

Article 5 Rights and Obligations of Party A

5.1 During the validity period of the Comprehensive Credit Line, if there is any substantial changes in Party A’s business strategies, including but not limited to transfer of shares, reorganization, merging, division, shareholding reform, joint venture, partnership, affiliate, contracting and leasing, changes in business scope and registered capital etc, which may affect the interests of Party B, Party A shall give at least thirty days’ prior written notice to Party B and perform the debt repayment responsibilities under this Contract or discharge the liabilities in advance with the Party B’s consent, or provide a guarantee that is endorsed by Party B.

5.2 If Party A disposes of the entire or a substantial part of its substantial assets or business revenue by means of transfer, sublet, or create a guarantee for its liabilities other than those under this Contract, it must give at least thirty days’ prior written notice to Party B, and obtain Party B’s prior written consent.

5.3 In the case of events with adverse impact on the performance of the liabilities of this Contract, including but not limited to litigation, arbitration, criminal prosecution, administrative punishment, operation stoppage, business suspension, dissolution, bankruptcy being declared, business license being cancelled, being revoked, deterioration of financial conditions etc, Party A shall notify Party B in writing within three days from the date the above events occur or may occur.

5.4 If the guarantor experiences events including but not limited to operation stoppage, business suspension, bankruptcy being declared, dissolution, business license being cancelled, being revoked and operating losses etc, partial or total loss of guarantee ability corresponding to this Contract, or there is a reduction in value of the security, pledged assets and pledging rights secured under this Contract, Party A shall provide new guarantee with the endorsement of Party B.

5.5 Party A shall not transfer the entire or some of the liabilities under this Contract to a third party without Party B’s written consent.

5.6 Party A warrants that it shall repay the principal and interest of the Credit Line, and pay the expenses payable as scheduled. Regarding the monies payable that remain outstanding on the due date, including but not limited to the principal and interest of the credit, penalty interest and other expenses payable, Party B is entitled to deduct and collect them from any accounts that Party A opened with Party B or Party B’s parent and sister companies and subsidiaries, and no prior consent of Party A is required. When Party B takes initiatives to deduct money in accordance with the stipulations of this Contract and specific business contracts, if the currency of that

account is different from the currency that the business is denominated, the amount shall be converted and calculated at the exchange rate announced by Party B on the settlement date.

5.7 During the validity period of the Comprehensive Credit Line, if Party A has changes in the name of the legal person, legal representative, person in charge for projects, residence, telephone, fax etc, it shall notify Party B within seven days after the changes taken place.

Article 6 Rights and Obligations of Party B

6.1 Party B is entitled to decide whether or not it shall enter into individual specific business contract with Party A according to the relevant management regulations and credit review procedures of CITIC Bank. It is also entitled to conduct inspection and monitor the execution of each specific business contract.

6.2 When Party A applies for the use of the Credit Line, if after review, Party B is of the opinion that the application satisfies its conditions for the granting of credit and the stipulations of this Contract, it shall sign specific business contracts with Party A and execute the contract in accordance with the stipulations.

6.3 The fact that Party B has not exercised or has postponed the exercising of the rights stipulated in this Contract or specific business contracts does not imply that Party B renounces those rights, and this is not an impediment to Party B’s exercising of those rights at any time.

6.4 Party B shall keep confidential the materials, documents and information about Party A provided by the latter with the exception of those enquired about or disclosed pursuant to the laws and regulations.

Article 7 Guarantee

7.1 In order to safeguard the repayment of the liabilities created under this Contract, the guarantee method / shall be used:

(1) The “Maximum Guarantee Contract” under contract number / entered into between the guarantor / and Party B;

(2) The “Maximum Mortgage Contract” under contract number / entered into between the mortgagor / and Party B;

(3) Other guarantee method / .

7.2 When Party A and Party B enter into the specific business contracts under this Contract, Party B has the right to request Party A to provide a guarantee other than the one under this clause.

Article 8 Default Liability

8.1 Party A and Party B shall strictly execute this Contract and the specific business contracts according to their stipulations. In the event that any party does not perform or not completely perform the obligations stipulated, it shall undertake

the relevant default liabilities, and compensate for the resulting losses to the other party.

8.2 During the course of executing this Contract, if any of the following events occurs, it shall be deemed as a breach by Party A:

8.2.1 During the validity period of this Contract, Party A expressly indicates or implies by its acts that it cannot or does not perform its obligations in accordance with this Contract or the specific business contracts;

8.2.2 Party A has not executed any one of the obligations stipulated in this Contract;

8.2.3 The documents related to this Contract submitted by Party A to Party B and the declaration and warranty of Article 4 of this Contract are proved to be untrue, inaccurate, incomplete or intentionally misleading.

8.2.4 Party A ceases to repay its liabilities due, or it cannot or indicates that it cannot repay the liabilities;

8.2.5 Party A experiences operation stoppage, business suspension, being declared bankrupt, dissolution, business license being cancelled, being revoked, or there is any litigation, arbitration or criminal, administrative punishment that has an adverse impact on Party A’s operation or financial conditions, and Party B is of the opinion that this may affect or has already affected Party B’s interests under this Contract;

8.2.6 There are changes in the industrial and commercial registration items such as the residence, business scope, legal representative etc or events such as the making of substantial investments such that Party B’s realization of liabilities is seriously affected or under threat;

8.2.7 Party A experiences substantial financial loss, loss of assets or its provision of guarantee to other parties resulting in loss of assets, or other financial risks, and Party B is of the opinion that this may affect or has already affected Party B’s interests under this Contract;

8.2.8 Party A makes unauthorized changes in the purposes of the Credit Line;

8.2.9 There is are substantial risks in the operation or financial aspects of Party A’s controlling shareholders and other associated companies, or there are substantial connected transactions among Party A, its controlling shareholders and other associated companies, affecting Party A’s normal operation;

8.2.10 Party A’s senior management are suspected of substantial corruption, bribery, abuse of powers or illegal operation cases, and Party B is of the opinion that this may affect or has already affected Party B’s interests under this Contract;

8.2.11 Party A defaults on its debts due to other creditors, affecting Party B’s realization of liabilities;

8.2.12 Party A’s guarantor is in breach of the stipulations of the guarantee contract or default events under the guarantee contract have occurred, and Party A fails to provide new guarantee to meet Party B’s requirements;

8.2.13 The security, pledged assets under this Contract are seized, confiscated, lost, or foreclosed, or upon which other compulsory measures are imposed, or the ownership of which is disputed, suffering or may suffer trespass and damage, or the safety, conditions of which are under or may be under adverse impact etc, and Party A fails to provide new guarantee to meet Party B’s requirements;

8.2.14 Other matters of Party A imposing a risk upon or damaging or may impose a risk upon or may damage Party B’s interest.

8.3 If any of the events under Clause 8.2 above occurs, Party B is entitled to undertake any one or several of the following measures, Party A shall not object to this:

8.3.1 To adjust, remove or terminate the Comprehensive Credit Line under this Contract, or adjust the validity period of the credit;

8.3.2 To cease the granting of the Comprehensive Credit Line under this Contract, announce that the entire or some of the liabilities under this Contract become due immediately, and request Party A to repay immediately the entire or some of the Credit Line already used;

8.3.3 To request Party A to provide additional guarantee, or undertake other measures to ensure that Party B’s lawful interests will not be affected;

8.3.4 To have the rights to exercise the guarantee rights;

8.3.5 To deduct and collect money from any accounts that Party A opened with Party B or Party B’s parent and sister companies and subsidiaries pursuant to the stipulations of this Contract in order to settle all the liabilities under this Contract and the specific business contracts (including those liabilities of which Party B has requested early repayment), and no prior consent of Party A is required.

8.4 All expenses incurred by Party B for the realization of liabilities (including but not limited to litigation costs, travel expenses, legal fees, custody fees for properties, certification fees, accreditation fees, translation fees, appraisal and auction fees etc) shall be borne by Party A.

Article 9 Contract Validity, Amendment and Cancellation

9.1 This Contract shall take effect after the legal representative or authorized agent of Party A and the legal representative or person in charge or authorized agent of Party B have signed (affixing signatures or affixing additional personal seals) and sealed with company seals or special contract seals.

9.2 Once this Contract takes effect, neither party of Party A and Party B shall make unauthorized amendments or make early cancellation of this Contract. When

amendments or cancellation are required, a written agreement must be reached unanimously by both parties after negotiation.

Article 10 Dispute Resolution

10.1 Where a dispute arises out of and is related to this Contract, Party A and party B shall resolve by negotiation; if the negotiation fails, both parties agree to adopt method (2) below to resolve it:

(1) To apply for arbitration with / arbitration commission.

(2) To take out a law suit in the people’s court in the place of residence of Party B.

Article 11 By-laws

11.1 In the event that either party of Party A and Party B send notices and other documents by telex or fax, once they are sent out, they are deemed to have been delivered; for those sent by post, they are deemed to have been delivered three days after posting.

11.2 Other matters agreed upon by both parties:

no less than 20% deposit is required for unspcified business items

If there are other stipulations in the specific business contracts, the contents of the stipulations in the specific business contracts shall prevail.

11.3 For any matters not covered in this Contract, Party A and Party B can reach another written agreement as an appendix of this Contract. Any appendix, amendments or supplements shall constitute an integral part of this Contract, and shall have the same legal force as this Contract.

11.4 This Contract is in duplicate. Party A and Party B each hold one copy, and they shall execute it accordingly.

11.5 Party B has employed reasonable methods to request Party A to pay attention to those provisions which waive or restrict the former’s responsibilities under this Contract, and has given sufficient illustration of the relevant provisions upon Party A’s request; there is no discrepancy in the understanding of the contents of all provisions of this Contract between Party A and Party B.


Party A (company seal or special contract seal)		Party B (company seal or special contract seal)
Legal Representative		Legal Representative
(Or Authorized Person)		(Or Authorized Person)
((signed and sealed))		((signed and sealed))
		2009.10.27

Supplementary Agreement

Party A:

NeoPhotonics (China) Co., Ltd.

Party B:

CITIC Bank Ltd, Shenzhen branch

The following supplementary agreement has been reached between Party A and Party B on an amicable negotiation basis in respect of the Comprehensive Credit Line Contract under (2009) Shen Yin Hou Zhong No. 007, dated 26 October 2009:

1. Party A and Party B hereby confirm that “Credit Line Amount” in Article 1 of the Comprehensive Credit Line Contract refers to the sum of the principal amounts of the liabilities incurred and not yet repaid as a result of Party A’s application to use the Comprehensive Credit Line under this Contract; of which, this refers to the sum of the amounts of bills of exchange issued and not yet paid by Party B under bank acceptance of bills of exchange pursuant to this Contract after deducting the deposits under bank acceptance of bills of exchange; and this refers to the sum of the amounts of letters of credit issued and not yet paid by Party B under issuance of letters of credit pursuant to this Contract after deducting the deposits under issuance of letters of credit; and this refers to the sum of the amounts of letters of guarantee issued and not yet paid by Party B under issuance of letters of guarantee pursuant to this Contract after deducting the deposits under issuance of letters of guarantee.

2. Party A and Party B agree to adopt the “Open” facility management. Article 3.3 of the Comprehensive Credit Line Contract shall be removed accordingly.

3. Should there be any inconsistencies in stipulations between the supplementary agreement and Article 1 of the Comprehensive Credit Line Contract, this agreement shall prevail.

4. This agreement is the supplementary agreement of the Comprehensive Credit Line Contract, and shall have the same legal force as the Comprehensive Credit Line Contract.

5. This agreement is in duplicate. Both Party A and Party B each hold one copy and each copy shall have the same legal force.


Party A (seal):		Party B (seal):
Legal Representative/		Legal Representative/
Authorized Person (signature) Date: 2009.10.26		Authorized Person (signature) Date: 2009.10.26
((signed and sealed))		((signed and sealed))

EX-10.16 21 dex1016.htm RMB LOAN CONTRACT RMB Loan Contract

Exhibit 10.16

1.	RMB Loan Contract

RMB Loan Contract


Borrower:		NeoPhotonics (China) Co. Ltd. (hereinafter referred to as Party A)

Residence:		NeoPhotonics Building, 12^th South Keji Road, High-Tech Industry Park, Nanshan, Shenzhen

Postal code:		518057

Telephone:		0755-26748267

Fax:		0755-26748363

Legal representative:		Tim Jenks

Bank of account opening and account no: CITIC Bank Shenzhen Houhai Branch 7442610182400001273


Lender:		CITIC Bank Ltd., Shenzhen Branch (hereinafter referred to as Party B)

Residence:		Ground Floor, CITIC Building, CITIC City Plaza, 1093 Shennan Zhong Road, Shenzhen

Postal code:		518031

Telephone:		0755-25942036

Fax:



Legal representative / person in charge: Yan Ning

Place of contract signing:		Shenzhen

Date of contract signing:		23 November 2009

Pursuant to the relevant laws, regulations and rules of the Contract Law of the People’s Republic of China and the General Provisions on Lending, Party A and Party B hereby unanimously agree to enter into this agreement on an equitable basis after negotiation.

Article 1 Type of Loan

1.1 Party B agrees to provide type (1) of loan below:

(1) Short term loans (2) Medium term loans (3) Long term loans

Article 2 Loan Amount (principal, same for below) and Loan Period

2.1 The Amount of the Loan under this Contract is RMB (in words): forty-five million yuan only (in figures): RMB ¥ 45,000,000.00.

2.2 The Period of the Loan under this Contract is (in words): One (year), from 23 November 2009 to 23 November 2010.

2.3 The actual Period of the Loan, actual Date of Drawdown, and Amount of the Loan shall be based on the period, date and amount recorded in the documentary proof of the Loan, and the documentary proof of the Loan shall be an integral part of this Contract and shall have the same legal force as that of this Contract.

Article 3 Purpose of the Loan

3.1 The Loan under this Contract shall be applied to production and operation working capital. Party A shall not change the purpose of the Loan without Party B’s written consent. Party B shall not bear any liability for any consequences resulting from Party A’s changing the purpose of the Loan without Party B’s written consent or the former’s illegal use of the Loan violating the General Provisions on Lending or the stipulations of other laws and regulations.

Article 4 Loan Interest Rate and Interest

4.1 The interest rate of the Loan shall be determined by method (1) below:

(1) It shall be / % (% or BPs) / (above/below) the Benchmark lending rate of the same maturity and same class of the People’s Bank of China on the actual Date of Drawdown of the Loan, which means the interest rate of the Loan of this Contract is 5.31%.

(2) It shall be / % (% or BPs) / (above/below) the Benchmark lending rate of the same maturity and same class of the People’s Bank of China on the Date of the Loan, which means the interest rate of the Loan of this Contract is / %.

4.2 Method (1) below shall be used to determine the interest rate adjustment method for the Loan.


		(1)		Fixed rate: the interest rate shall remain the same during the Period of the Loan.

		(2)		Floating rate: It shall be adjusted by method / below. The post-adjustment interest rate of the Loan shall be determined after the upward or downward movement of the applicable benchmark interest rate of the same maturity and same class of the People’s Bank of China on the interest rate adjustment date according to the stipulations of Clause 4.1 of this Contract.

		(i)		Starting from the actual Date of Drawdown, the interest rate shall be adjusted every (in words) / (1 / 3 / 6 / 12)months. The Interest Rate Adjustment Date shall be the corresponding day of the actual Date of Drawdown in the month of adjustment. If there is no corresponding


				day of the actual Date of Drawdown in the month of adjustment, then the last day in the month of adjustment shall be the Interest Rate Adjustment Date.

		(ii)		Starting from the actual Date of Drawdown, the first Interest Rate Adjustment Date shall be determined as / (YY/MM/DD), and the interest rate shall be adjusted every (in words) / (1 / 3 / 6 / 12) months. The Interest Rate Adjustment Date shall be the corresponding day of the first Interest Rate Adjustment Date in the month of adjustment. If there is no corresponding day of the first Interest Rate Adjustment Date in the month of adjustment, then the last day in the month of adjustment shall be the Interest Rate Adjustment Date.

		(iii)		Starting from the actual Date of Drawdown, the adjustment date of the benchmark interest rate of the People’s Bank of China shall be the adjustment date of interest rate of this Contract.

4.3 Interest shall be accured from the actual Date of Drawdown; the interest calculation formula is: Interest = Actual Loan Amount x Actual Number of Days in the Interest Chargeable Period x Annual Interest Rate / 360 days.

4.4 For those loans the principal and interest of which are not repaid together in one payment, the first interest settlement date shall be 20 December 2009. The interest settlement method shall be Method (1) below:

(1) To be settled every month, the Interest Settlement Date shall be the 20^th day of each month;

(2) To be settled every quarter, the Interest Settlement Date shall be the 20^th day of the last month of each quarter;

4.5 Before each Interest Settlement Date, Party A shall have sufficient funds in the account that it has opened with Party B so that Party B can deduct and collect interest from that account as scheduled; if Party A has opted for another method to pay interest to Party B, it shall ensure that the interest will be deposited to Party B’s account as scheduled. If the Interest Settlement Date is not a bank business day, it must be remitted into Party B’s account at least one bank business day in advance. If Party B has not received the relevant interest in full on the Interest Settlement Date, Party A shall be deemed as not having paid interest as scheduled.

4.6 When the Loan is due, the unpaid interest shall be repaid together with the principal. If the due date of the Loan falls on a statutory holiday or public holiday, the Loan shall be repaid on the last bank business day before the statutory holiday or public holiday, and interest shall be calculated and collected at the interest rate of this Contract, but the interest accured at the interest rate as stipulated in this

Contract during the due date and the payment date shall be deducted; if the Loan is repaid on the first bank business day after the statutory holiday or public holiday, additional interest accured at the interest rate as stipulated in this Contract during the due date and the payment date shall be collected; if the Loan is not repaid on the first bank business day after the statutory holiday or public holiday, interest shall be calculated and collected on the past due loan from that date onwards.

Article 5 Drawdown

5.1 Party A shall make drawdown as per the following schedule; the planned Date of Drawdown must be a bank business day:


Serial no.	Date of Drawdown	Amount of Drawdown
1	2009.11	45,000,000.00 yuan
	/
	/
	/
	/

5.2 If Party A or the guarantor cannot perform all statutory obligations or those stipulated in this Contract, including but not limited to the situations where Party A has not yet provided complete loan materials within Party B’s required deadline, or the guarantor has not completed the guarantee registration procedures, Party A agrees that Party B is entitled to change the above drawdown plan. In the event that there is a change in the Period of the Loan caused by any changes in the drawdown plan, this shall be handled according to Clause 2.3 of this Contract.

5.3 Unless otherwise stipulated by this Contract, Party A shall make drawdown according to the drawdown schedule stipulated in this Contract; Party A shall not change the drawdown plan without Party B’s written consent. If Party A wants to change the Date of Drawdown and / or the Amount of Drawdown, it shall give prior written notice to Party B / bank business days before the Date of Drawdown stipulated in this Contract. Party B agrees to give (translator’s note: BLANK MISSING IN ORIGINAL) bank business day(s) of drawdown grace period; if that drawdown is not made by the end of the grace period, Party A shall be deemed as having cancelled that particular loan by itself, and Party A shall not make drawdown on that particular loan any more, and shall undertake the default liabilities stipulated in Clause 12.2 of this Contract.

5.4 If there are changes in the amount of the loan actually granted by Party B as a result of Party A’s cancellation of the loan by itself, the documentary proof of the Loan actually generated under this Contract shall be used for calculating the principal of the Loan under this Contract.

5.5 Party A shall submit an irrevocable Drawdown Notice or documentary

proof of the Loan or other withdrawal notice to Party B three bank business days before each intended Date of Drawdown in accordance with the drawdown schedule in the above Clause 5.1, or a revised drawdown schedule with Party B’s written consent. After review and granting approval, Party B shall grant the loan based on this, and this will be used as the proof of debt for this particular loan. In the event that Party A fails to submit a Drawdown Notice or request a drawdown grace period within the above deadline, this shall be handled in accordance with the stipulations of Clause 5.3 of this Article.

Article 6 Repayment Method

6.1 Method (1) below shall be used to repay the Loan under this Contract:

(1) Regular interest payments and repayment of principal on the due date;

(2) Repayment of principal plus interest in one lump sum;

(3) Other methods: /

6.2 Party A shall repay the principal according to the schedule below:


Serial no.	Date of Repayment	Amount Repaid
1	2010.11.23	45,000,000.00 yuan
	[N/A]
	[N/A]
	[N/A]
	[N/A]

6.3 As for the principal and interest of the Loan that Party A must repay, it shall remit a sum no less than the amount of the principal plus interest into the account opened with Party B (Account No: 7442610182400001273) before the Date of Repayment, and it hereby authorizes Party B to deduct and collect the principal and interest of the Loan automatically from that account.

6.4 If Party A wants to make early repayment of the Loan, it shall submit an irrevocable early repayment schedule in writing to Party B thirty days before the intended Date of Early Repayment, and obtain Party B’s written consent.

Article 7 Loan Rollover

7.1 If Party A cannot repay the Loan under this Contract as scheduled and need to arrange for a loan rollover, it must submit a written application to Party B 30 bank business days before the due date, and enter into a loan rollover agreement after Party B’s review and approval. If Party B does not agree to rollover the loan, Party A shall repay the Loan as scheduled, otherwise, Party B shall handle that particular loan as a past due loan.

Article 8 Loan Guarantee

8.1 Guarantee method / below shall be used for the Loan under this Contract:

(1) Secured by mortgage

(2) Secured by pledging of assets

(3) Secured by guarantee

(4) Other guarantee method: /

Guarantee agreements under the following numbers for the above-mentioned guarantee shall be entered into between Party B and the guarantor with respect to the specific guarantee matters of this Contract:

(1) / (3) /

(2) / (4) /

Article 9 Declarations and Warranties by Party A

9.1 Party A is a Chinese legal person or other organization legally incorporated pursuant to the laws of the People’s Republic of China, it has the civil right and capacity to act required to sign and execute contracts; it can undertake civil liabilities independently; Party A has also already obtained all the necessary and legal internal and external approvals and authorizations for signing this Contract.

9.2 All of the documents, reports and statements with respect to the Loan provided by Party A pursuant to the law and upon Party B’s request are valid, legal, true, accurate and complete.

Article 10 Rights and Obligations of Party A

10.1 Party A is entitled to obtain and use the Loan in accordance with the stipulated deadlines and purpose in this Contract.

10.2 Party A shall repay the principal and interest of the Loan in accordance with the stipulations of this Contract.

10.3 Party A shall provide statements and other documents truly reflecting its operations and financial conditions on a regular basis or upon Party B’s request.

10.4 During the Period of the Loan, if there is any substantial changes in Party A’s business strategies, including but not limited to transfer of shares, reorganization, merging and splitting, shareholding reform, joint venture, partnership, joint operation, leasing, and changes in business scope or registered capital, which may affect the interests of Party B, it must give at least thirty days’ prior written notice to Party B, and it must establish the liability repayment responsibilities under this Contract or discharge the liabilities in advance with Party B’s consent, or provide a guarantee that is endorsed by Party B.

10.5 Party A shall cooperate proactively with Party B’s investigations to understand and monitor Party A’s operating conditions and its use of the Loan. Any expenses incurred by Party B due to Party A’s interference shall be borne by Party A.

10.6 Party A shall not use any method to transfer or make de facto transfer the responsibilities of the liabilities under this Contract without Party B’s prior written

consent.

10.7 If Party A disposes of the entire or a substantial part of its substantial assets or business revenue by means of transfer, subletting, or creating a guarantee for its liabilities other than those under this Contract, it must give at least thirty days’ prior written notice to Party B, and obtain Party B’s prior written consent.

10.8 In the case of events with an unfavourable impact on the performance of the liabilities of this Contract, including but not limited to litigation, arbitration, criminal prosecution, administrative punishment, stoppage of operation, suspension of business, dissolution, bankruptcy being declared, business licence being cancelled, being revoked, or deterioration of financial conditions, Party A shall notify Party B in writing within three days from the date the above events occur or may occur.

10.9 If the guarantor experiences events including but not limited to stoppage of operation, suspension of business, bankruptcy being declared, dissolution, business licence being cancelled, being revoked, and operational losses, partial or total loss of guarantee ability corresponding to this Contract, or there is a reduction in value of the security, pledged assets, pledging rights secured for the Loan under this Contract, Party A shall provide new guarantees with the endorsement of Party B.

10.10 During the Period of the Loan, if Party A has changes in the name of the legal person, legal representative, person in charge for projects, residence, telephone, or fax, it shall notify Party B within seven days after the changes have taken place.

Article 11 Rights and Obligations of Party B

11.1 Party B is entitled to carry out inspections and to gain understanding of Party A’s operation conditions and usage of the Loan.

11.2 If the proceeds from Party B’s disposal of the security and pledged assets are insufficient to repay all of the liabilities within the scope of the guarantee of this Contract, Party B is entitled to claim the shortfall from Party A in accordance with the law.

11.3 Party B shall grant loans in full to Party A as scheduled subject to Party A’s performance of the obligations stipulated in this Contract and satisfying Party B’s conditions for the granting of the Loan.

11.4 Party B is entitled to request Party A to provide the relevant documents required for the review for the granting of the Loan. Party B shall keep confidential the materials, documents and information about Party A provided by the latter with the exception of those enquired about or disclosed pursuant to laws and regulations.

Article 12 Default Liabilities

12.1 After this Contract takes effect, Party A and Party B shall perform the obligations stipulated in this Contract, either party not performing or not fully performing the obligations stipulated in this Contract shall bear the corresponding

default liabilities.

12.2 In the event that Party A does not withdraw the loan on the Date of Drawdown stipulated in this Contract without Party B’s written consent, Party B is entitled to calculate and collect a penalty at the interest rate stipulated in this Contract for the actual number of days of delay.

12.3 In the event that Party B has not granted loans in accordance with the stipulations of this Contract, Party A is entitled to demand Party B to pay a penalty at the interest rate stipulated in this Contract for the actual number of days of delay.

12.4 If any of the following events occurs, Party B is entitled to stop or terminate the granting of any sums not yet withdrawn under this Contract, and to demand Party A to immediately repay all the loans already withdrawn, the interest payable and other expenses, and at the same time to take the relevant measures according to the law. The day on which Party B demands Party A to make early repayment of the above sum shall be the day on which the liabilities under this Contract shall become due in advance. Party B is entitled to deduct money directly from any account opened by Party A with Party B and its subsidiaries in order to offset Party A’s liabilities under this Contract:

12.4.1 Party A has not repaid the principal and interest of the Loan under this Contract as scheduled;

12.4.2 Party A has not executed any one of the obligations stipulated in this Contract;

12.4.3 The relevant proof and documents related to the Loan submitted by Party A to Party B and the declarations and warranties of Article 9 of this Contract are proved to be untrue, inaccurate, incomplete or intentionally misleading.

12.4.4 Party A stops repaying its liabilities due, or it cannot or indicates that it cannot repay the liabilities;

12.4.5 Party A experiences stoppage of operation, suspension of business, being declared bankrupt, dissolution, business licence being cancelled, being revoked, or there is any litigation, arbitration, criminal or administrative punishment that has an adverse impact on Party A’s operation or financial conditions;

12.4.6 There are changes in Party A’s industrial and commercial registration items such as the residence, business scope, or legal representative or events such as the making of substantial investments, such that Party B’s realization of liabilities is seriously affected or under threat;

12.4.7 Party A experiences substantial financial loss, loss of assets or its provision of guarantees to other parties results in loss of assets, or other financial risks;

12.4.8 There are substantial risks in the operation or financial aspects of Party

A’s controlling shareholders and other associated companies, or there are substantial connected transactions among Party A, its controlling shareholders and other associated companies, affecting Party A’s normal operations;

12.4.9 Party A has not handled the relevant work of settlement and deposit with Party B as stipulated;

12.4.10 Party A makes unauthorized changes in the purpose of the Loan;

12.4.11 Party A’s senior management are suspected of substantial corruption, bribery, abuse of power or illegal operation cases;

12.4.12 Party A defaults on its debts due to other creditors;

12.4.13 Party A’s guarantor is in breach of the stipulations of the guarantee agreement or default events under the guarantee agreement have occurred;

12.4.14 Other matters of Party A imposing a risk upon or damaging or possibly imposing a risk upon or damaging Party B’s interest.

12.5 Regarding the principal that Party A fails to repay in accordance to this Contract, Party B is entitled not only to exercise the rights stipulated in Clause 12.4 of this Article, but also to calculate and collect interest at the then applicable interest rate of this Contract plus 50% of the interest rate as the interest penalty.

12.6 Regarding the interest that Party A cannot pay as scheduled, Party B is entitled to calculate and collect compound interest at the interest rate of the interest penalty stipulated in Clause 12.5 of this Article for the actual number of days outstanding.

12.7 Regarding those loans that Party A has not employed for the purposes stipulated in this Contract, Party B is entitled not only to exercise the rights stipulated in Clause 12.4 of this Article, but also to calculate and collect interest at the applicable interest rate of this Contract plus 100% of the interest rate as the interest penalty on the portion misappropriated for the number of days of use in breach starting from the day on which the misappropriation occurred.

12.8 In the event that Party A makes an early repayment, Party B is entitled to charge a default penalty at a rate of 20% on a lump sum basis on the amount repaid early, the remaining period of the loan, and the interest rate stipulated in this Contract starting from the day on which Party A repaid early. The penalty calculation formula is: Penalty = Total Amount of Early Payment x Remaining Period of the Loan (in years) x Interest Rate stipulated in this Contract x

Default Penalty Rate.

12.9 All expenses incurred by Party B for the realization of liabilities (including but not limited to litigation costs, travel expenses, legal fees (within / % of the total amount of liabilities), custody fees for properties, certification fees, translation fees, appraisal and auction fees) shall be borne by Party A.

Article 13 Continuity of Obligations

13.1 All the obligations of Party A under this Contract shall have continuity, and shall be fully binding on its successors, administrators, transferees and the entities subsequent to its merger and acquisition, reorganization, or change in name, and shall not be affected by any dispute, claims, legal procedures, and any instruction from its parent and holding companies, and any contracts, documents signed by the creditor of the main contract and any physical person or legal person, and shall not be changed due to the bankruptcy or insolvency of the creditor of the main contract, loss of company status, amendments of Article of Association or occurrence of any changes of a fundamental nature.

Article 14 Other Agreed Matters

Party A warrants that it shall not invest any bank credit funds into the stock or property market illegally through its bank account, or the bank accounts of any other third parties; otherwise, it shall bear any resulting losses to Party B.

If the stipulations of this Article contradict other provisions of this Contract, the stipulations of this Article shall prevail.

Article 15 Applicable Law

15.1 The laws of the People’s Republic of China are applicable to this Contract.

Article 16 Dispute Resolution

16.1 Where a dispute arises out of and is related to this Contract, Party A and Party B shall resolve it by negotiation; if the negotiation fails, both Parties agree to adopt method (2) below to resolve it:

(1) To file for arbitration with / Arbitration Commission.

(2) To take out a law suit in the People’s Court in the place of residence of Party B or apply for compulsory enforcement.

Article 17 Accumulation of Party B’s Rights

17.1 Party B’s rights under this Contract are accumulative in nature, and do not affect or repel any rights that Party B can enjoy from Party A pursuant to the law and other contracts. Unless Party B expresses otherwise in writing, Party B’s non-exercising, partial exercising and / or delay in exercising of any of its rights shall not constitute a renunciation or partial renunciation of those rights, nor will it affect, prevent or hinder Party B’s continuous exercising of such rights or its exercising of any other rights.

Article 18 Contract Validity, Amendment and Cancellation

18.1 This Contract shall take effect after the legal representative or authorized agent of Party A and the legal representative or person in charge or authorized agent of Party B have signed (affixing signatures or affixing additional personal seals) and sealed with company seals or special contract seals.

18.2 Once this Contract takes effect, unless there are stipulations in this Contract to the contrary, neither Party A nor Party B shall make unauthorized amendments or cancel this Contract. When amendments or cancellation of this Contract are required, a written agreement must be reached unanimously by both Parties after negotiation.

18.3 After this Contract takes effect, Party A’s consent is not required if Party B transfers the entirety or some of the liabilities under this Contract to a third party, but it should notify Party A in writing.

18.4 After this Contract takes effect, if Party A transfer the entirety or some of the liabilities under this Contract to a third party, it shall provide written documents stating that the guarantor agrees to the transfer and continues to undertake the guarantee responsibilities, or it shall provide a new guarantee, and obtain Party B’s written consent.

Article 19 Miscellaneous

19.1 For any matters not covered in this Contract, Party A and Party B may reach another written agreement as an appendix to this Contract. Any appendix, amendment or supplement shall constitute an integral part of this Contract, and shall have the same legal force as this Contract.

19.2 If an article of this Contract or a portion of an article are considered void, the void article or void portion shall not affect the validity of this Contract and other articles of this Contract or the other content of that article.

19.3 Any notices, requests or other communication that Party B gives to Party A with respect to this Contract, including but not limited to documents such as telexes, telegrams and faxes shall be deemed as having been delivered to Party A once they are sent; and letters by post shall be deemed as having been delivered to Party A on the third day after posting by registered mail.

19.4 This Contract is in duplicate. Party A holds one copy, Party B holds one copy, and the relevant authorities hold / copy.

19.5 Party B has employed reasonable methods to request Party A to pay attention to those provisions which waive or restrict the former’s responsibilities under this Contract, and has given sufficient illustration of the relevant provisions upon Party A’s request; there is no discrepancy in the understanding of the contents of any provisions of this Contract between Party A and Party B.


Party A (company seal or special		Party B (company seal or special

contract seal)		contract seal)

Legal representative		Legal representative

(or Authorized Person)		(or Authorized Person)

[signed, illegible]

[sealed] NeoPhotonics China Co. Ltd.

[signature stamp, illegible]

[sealed] CITIC Bank Ltd., Shenzhen

Branch Corporate Credit Dept., Special

Contract Seal

[upside-down stamp]

Computer stamp [name, illegible]

EX-10.17 22 dex1017.htm EMPLOYMENT LETTER - TIMOTHY S. JENKS Employment Letter - Timothy S. Jenks

Exhibit 10.17

LOGO

March 30, 2010

Mr. Timothy S. Jenks

c/o NeoPhotonics Corporation

2911 Zanker Road

San Jose, CA 95134

Dear Tim,

On behalf of the shareholders of NeoPhotonics Corporation, I am pleased to extend to you this terms of employment letter confirming the terms of your leadership role in our company. NeoPhotonics holds core technologies that are enabling us to build a truly innovative and remarkable business and your role will be a critical one in insuring its success. This letter is a formal confirmation for your role in NeoPhotonics Corporation as Chairman, Chief Executive Officer and President, reporting to the Board of Directors.

In your role as Chairman, Chief Executive Officer and President, your responsibilities will be to provide leadership to position the company at the forefront of the industry; to develop a strategic plan to advance the company’s mission and objectives and to promote revenue, profitability and growth as an organization; and to oversee company operations to insure production efficiency, quality, service, and cost-effective management of resources. As Chairman, you will additionally enable the Board to fulfill its governance function and to give direction and leadership toward the achievement of the organization’s philosophy, mission, strategy, and its annual goals and objectives.

Specific responsibilities will include but not be limited to:

•

Develop a strategic plan to advance the company’s mission and objectives and to promote revenue, profitability, and growth as an organization.

•

Oversee company operations to insure production efficiency, quality, service, and cost-effective management of resources.

•

Plan, develop, and implement strategies for generating resources and/or revenues for the company.

•

Identify acquisition and merger opportunities and direct implementation activities.

•

Approve company operational procedures, policies, and standards.

•

Evaluate performance of executives for compliance with established policies and objectives of the company and contributions in attaining objectives.

•

Promote the company’s corporate image through effective means globally; and represent the company publicly.

•

Manage processes for and present at company report at Annual Stockholder and Board of Director meetings.

•

Oversee foreign operations to include evaluating operating and financial performance.

NeoPhotonics Corporation 2911 Zanker Road, San Jose, CA 95134 USA Tel: 408-232-9200 Fax: 408-456-2971 www.neophotonics.com

LOGO

You will lead the company’s global Executive Committee, responsible for company strategy, direction and coordination of the company’s direction and performance. Organizational responsibilities include NeoPhotonics Corporation, plus China subsidiary NeoPhotonics (China) Co., Ltd., and all associated entities including legal representative and board responsibilities.

Your compensation will be based on a base salary, annual variable pay based on company performance, company stock and long term incentives. Your base salary initially will be $320,000 per year and will be reviewed and adjusted periodically by the company’s Compensation Committee.

It is our intention to provide you with certain severance benefits should your employment with the Company terminate under certain circumstances. Such benefits are intended to provide you with enhanced financial security and with sufficient incentive and encouragement for to remain with the Company. In conjunction with your role at NeoPhotonics, your Amended Severance Agreement is updated simultaneous with this letter and your benefits from other company policies remain in effect except to the extent that this letter provides additional or enhanced benefits.

We look forward to a long, productive, and enjoyable working relationship. As an at-will employer, however, you have the right to terminate your employment with NeoPhotonics at any time and for any reason whatsoever simply by notifying the Company. NeoPhotonics, likewise, has the same right. This at-will employment relationship cannot be changed except in a writing signed by the appropriate Company officer.

The details of our benefit plans and our terms of employment are specified in our Employee Resource Manual, which is available for your review at any time. As a NeoPhotonics employee, you will be expected to abide by Company rules and regulations and acknowledge in writing that you have read the Company’s Employee Resource Manual. As an employee of the Company, you agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. Refer to the company’s Employee Resource Manual for additional information regarding applicable company policies.

As an employee of NeoPhotonics, you will be required to execute NeoPhotonics’ Proprietary Information Agreement. This letter will confirm your representations to us that:

(i)

You are not a party to any employment agreement or other contract or arrangement that prohibits your full time employment with NeoPhotonics,

(ii)

You will not disclose any trade secret or confidential information to any third party to NeoPhotonics, and

(iii)

You do not know of any conflict that would restrict your employment with NeoPhotonics.

We are very excited about the prospect of you joining the NeoPhotonics team and we look forward to an enduring and rewarding relationship. Your experience, professional knowledge, talents, skills and energy are an excellent match with NeoPhotonics.

NeoPhotonics Corporation 2911 Zanker Road, San Jose, CA 95134 USA Tel: 408-232-9200 Fax: 408-456-2971 www.neophotonics.com

LOGO

Yours very sincerely,

NeoPhotonics Corporation

/s/ T. Peter Thomas

T. Peter Thomas

Chairman, Compensation Committee

For the Board of Directors

Mr. Timothy S. Jenks

Chairman, Chief Executive Officer and President

Terms of Employment Letter dated March 30, 2010



		/s/ Timothy S. Jenks
		Accepted: Timothy S. Jenks

		3/30/2010
		Date

NeoPhotonics Corporation 2911 Zanker Road, San Jose, CA 95134 USA Tel: 408-232-9200 Fax: 408-456-2971 www.neophotonics.com

EX-10.18 23 dex1018.htm OFFER LETTER - JAMES D. FAY Offer Letter - James D. Fay

Exhibit 10.18

LOGO

March 9, 2007

Mr. James D. Fay

Dear J. D.,

On behalf of the shareholders of NeoPhotonics Corporation, I am pleased to extend to you this offer to join our company. NeoPhotonics holds core technologies that are enabling us to build a truly innovative and remarkable business and your role will be a critical one in insuring its success. This letter is a formal offer to you to join NeoPhotonics Corporation as Vice President of Legal Affairs and General Counsel, reporting to me as CEO.

In your role as Vice President of Legal Affairs and General Counsel, your responsibilities will be to manage the provision of legal services, policies, programs and actions for the entire company and in all locations. In this role you will be responsible for selecting and managing outside counsel, managing litigation, and managing the execution of corporate legal strategies and legal affairs, opinions, negotiations and solicitations, plus agreements and contracts. You will supervise the actions of external legal firms in the company’s legal activities and counsel company executives in applicable legal strategies and actions, while managing internal legal processes for these functions and actions. If required, you would also be expected to provide guidance and support for litigation activities. Inshort, you will have general responsibility for managing all legal activities undertaken by the company. As our company examines public listing opportunities, we expect you to take a leading role in such actions.

In addition, you will have overall responsibility for the company’s intellectual property (IP) legal strategy, including manage the execution of the company’s more than 170 patents and applications, plus trademarks, licenses and royalty agreements; plus internal actions in support of such IP activities, including legal management of outside patent counsel, counseling executives on patent developments, plus ongoing training of the company in deploying IP as part of our business strategy.

You will immediately be one of eight executives in the global Executive Committee, responsible for company strategy, direction and coordination of the company’s global strategy, direction and execution. Your organizational responsibilities will regularly include NeoPhotonics Corporation, plus China subsidiary NeoPhotonics (China) Co., Ltd., and its subsidiaries (Shenzhen) Photon Broadband Technology Co., Ltd. and (Shenzhen) Archcom Technology Co., Ltd. (JV), as well as shareholding entities in Hong Kong and the British Virgin Islands. In this role, it is expected that your responsibilities may require occasional travel, including visits to our facility in China as well as to counsel in Hong Kong and China. Of course, responsibilities and breadth of your assignment will positively reflect both your own initiative and the company’s needs.

Your compensation will be based on both a base salary plus annual bonus pay based on company performance. Your initial base salary will be $240,000 per year and will be reviewed and adjusted periodically depending upon your performance (pay reviews are generally held in January). As a senior company officer, you will be eligible for annual variable pay as set by the company’s Board of Directors; and for 2006 your variable pay will not be less than $30,000.

NeoPhotonics Corporation 2911 Zanker Road, San Jose, CA 95134 USA Tel: 408-232-9200 Fax: 408-456-2971 www.neophotonics.com

LOGO

In addition to the above, you will receive an incentive stock option (ISO) to purchase 600,000 shares of common stock, vesting 25% on the date one year from the date on which you commence employment, and thereafter vesting 1/48 per month. As a Company executive and in accordance with the 2004 NeoPhotonics Stock Option Plan, should there be a change of control of the company that results in you not being retained in a comparable position, then vesting of your stock options will accelerate by one year. Your stock grant is subject to Board approval, which would be done by consent upon your joining given that the next scheduled Board meeting is in May, 2007.

It is our intention to provide you with certain severance benefits should your employment with the Company terminate under certain circumstances. Such benefits are intended to provide you with enhanced financial security and with sufficient incentive and encouragement for to remain with the Company. In conjunction with your joining NeoPhotonics, the company is prepared to enter into the attached Severance Agreement. Your Severance Agreement is subject to Board approval.

As an employee of NeoPhotonics, you will be required to execute NeoPhotonics’ Proprietary Information Agreement. This letter will confirm your representations to us that:

(i)

You are not a party to any employment agreement or other contract or arrangement that prohibits your full time employment with NeoPhotonics,

(ii)

You will not disclose any trade secret or confidential information to any third party to NeoPhotonics, and

(iii)

You do not know of any conflict that would restrict your employment with NeoPhotonics.

NeoPhotonics Corporation 2911 Zanker Road, San Jose, CA 95134 USA Tel: 408-232-9200 Fax: 408-456-2971 www.neophotonics.com

LOGO

We are very excited about the prospect of you joining the NeoPhotonics team and we look forward to an enduring and rewarding relationship. J. D., we are convinced that your experience, professional knowledge, talents, skills and energy are an excellent match with NeoPhotonics. I believe that NeoPhotonics offers you a unique, challenging and potentially rewarding opportunity for personal, intellectual and professional growth.


		Yours very sincerely,
		NeoPhotonics Corporation

		/s/ Timothy S. Jenks

		Timothy S. Jenks
		President & CEO

NeoPhotonics Corporation 2911 Zanker Road, San Jose, CA 95134 USA Tel: 408-232-9200 Fax: 408-456-2971 www.neophotonics.com

LOGO

Mr. J. D. Fay

Vice President of Legal Affairs and General Counsel

Offer Letter dated March 9, 2007



		/s/ James D. Fay				Monday, May 7, 2007
		Accepted: J. D. Fay				Anticipated date to begin employment

		April 5, 2007
		Date

NeoPhotonics Corporation 2911 Zanker Road, San Jose, CA 95134 USA Tel: 408-232-9200 Fax: 408-456-2971 www.neophotonics.com

EX-10.19 24 dex1019.htm OFFER LETTER - DR. WUPEN YUEN Offer Letter - Dr. Wupen Yuen

Exhibit 10.19

LOGO

2911 Zanker Drive

San Jose, CA 95134 USA

Tel: 408-232-9200

Fax: 408-456-2971

January 2, 2005

Dr. Wupen Yuen

[address]

Palo Alto, CA

Dear Wupen,

On behalf of the shareholders of NeoPhotonics Corporation, I am pleased to have extended to you an offer to join our company as Director of Business Development. We anxiously hope that you will join NeoPhotonics immediately in this role, and we look forward to your contribution to the company and the mutual opportunity this affords to you and to us.

Terms of your job offer are as outlined in my offer letter dated 30 December, 2004. In addition, two additional provisions of your offer are contained in this side letter as follows:

_¡

In your role as Director of Business Development, you will actively and aggressively pursue new arenas for business growth, notably involving our strategic partnership in China. Such a partnership will be pursued in order to accelerate growth, leverage existing technical and manufacturing assets and to provide an accretive contribution to company profitability. For the first deal you champion that is completed in 2005 and for which financial results are accretive, you will receive a minimum cash bonus of $10,000. Such bonus would be separate from any bonus paid as part of a general bonus plan, and is not instead of a general bonus plan. This term is intended to benefit you specifically for the work you undertake and to increase the expected “take home” compensation during your first year at NeoPhotonics.

_¡

We recognize that your principle contributions to NeoPhotonics are expected to be in the areas of active component business and technology, and that such contributions are significantly dependent upon the successful completion of a pending M&A transaction with our China strategic partner. Further, we acknowledge that an M&A transaction is inherently uncertain until fully consummated. In recognition of your willingness to shoulder that risk and work with NeoPhotonics to both consummate the pending transaction and develop further business, we are simultaneously providing you with an enhanced severance option as described below.

In the event that the pending “Project Tai” transaction is not consummated by June 30, 2005, and your employment with NeoPhotonics is terminated voluntarily or involuntarily without Cause during calendar year 2005, you will be afforded salary and related pay-based benefits for a period of four (4) pay periods totaling eight weeks following the time of notice of termination (voluntarily or involuntarily). The amount of such severance compensation is expected to be approximately $25,000, as determined by the rate of base pay spanning four pay periods.

LOGO

Following calendar year 2005 or following consummation of the Project Tai transaction, the specific agreements above regarding termination lapse and you will be accorded the same severance benefits as other employees of comparable level and tenure.

Again, we are very excited about the prospect of you joining the NeoPhotonics team and we look forward to your joining us. I personally look forward to your positive acceptance of our offer.

Yours very sincerely,

NeoPhotonics Corporation

/S/ Timothy S. Jenks

Timothy S. Jenks

President & CEO

LOGO

2911 Zanker Drive

San Jose, CA 95134 USA

Tel: 408-232-9200

Fax: 408-456-2971

December 30, 2004

Dr. Wupen Yuen

[address]

Palo Alto, CA

Dear Wupen,

This letter is a formal offer to you to join NeoPhotonics Corporation as Director of Business Development. You will report primarily to Paul Schroeter, SVP of Engineering & Operations, with collateral reporting to me as CEO and to Ping Xie for technology development.

In this role, you will work with strategic partners and new customers building new business avenues for NeoPhotonics and its strategic partners, both in existing product arenas and in new directions. As such, you can provide critical insight to guide engineering and marketing strategies, product development plans and business forecasts. We envision three specific areas of responsibility:

_¡

Technical projects and product development actions. In this role, your technical experience and knowledge will apply directly to the company’s execution in new product development. This will likely transcend both NeoPhotonics’ internal organization and strategic partners. Contributions to existing projects as well as leadership of new projects are expected.

_¡

New business pursuits, especially in active components. In this role, three specific contributions are envisioned: (1) Expanding the company’s business opportunities for active components and integration of such devices into new devices. LX4 would be one such example. (2) Relationships with other companies for OEM manufacturing. Utilizing manufacturing capability and capacity or NeoPhotonics and its partners can be leveraged in building ties to other key component supplies. (3) Actions to deliver value from active component technology and capability acquired from the company you founded and grew to significant prominence, Bandwidth 9, Inc.

_¡

Technical and new business liaison with strategic partners, notably in China. Your involvement and engagement with Chinese partners and related development actions will be key to maximizing company growth, minimizing costs and leveraging key capabilities broadly. We expect this to include ongoing development and extension of the company’s product roadmap and strategy, notably for active components.

LOGO

It is expected that each of your responsibilities may require significant travel, plus direct interface with partners and customers around the world at the highest possible levels. Of course, responsibilities and breadth of your assignment will positively reflect both your own initiative and the company’s needs.

As Director of Business Development, your reporting is intended to facilitate your effective and efficient contributions to the company. We anticipate that your immediate and significant contributions to the company will be primarily technical. These will likely derive from your understanding of market requirements in active components, and in strategic partner liaisons, notably in China. Because these actions are primarily in engineering and operations functions, your primary reporting is to Paul Schroeter. However, a critical part of your role will be identifying new business venues for the company to accelerate sales growth, utilizing every element of our collective capability from chip fabrication to passive and active components to broadband subsystems. It is our expectation that you will additionally examine new strategic partnering opportunities including OEM manufacturing, corporate combinations and opportunistic technology and/or product acquisitions. For this aspect, you will have collateral reporting to me as CEO.

Your salary will be $165,000 per year and will be reviewed and adjusted periodically depending upon your performance. You will also receive an incentive stock option (ISO) to purchase 125,000 shares of common stock, vesting 25% on the date one year from the date on which you commence employment, and thereafter vesting 1/48 per month. Your stock grant is subject to Board approval.

As an employee of NeoPhotonics, you will be required to execute NeoPhotonics’ Proprietary Information Agreement. This letter will confirm your representations to us that:

LOGO

(i)

You are not a party to any employment agreement or other contract or arrangement that prohibits your full time employment with NeoPhotonics,

(ii)

You will not disclose any trade secret or confidential information to any third party to NeoPhotonics, and

(iii)

You do not know of any conflict that would restrict your employment with NeoPhotonics.

We are very excited about the prospect of you joining the NeoPhotonics team and we look forward to a long and rewarding relationship. Wupen, we are convinced that your experience, professional knowledge, talents, skills and energy are an excellent match with NeoPhotonics. I believe that NeoPhotonics offers you a unique, challenging and potentially rewarding opportunity for personal, intellectual and professional growth. We look forward to your positive acceptance of this offer.

Yours very sincerely,

NeoPhotonics Corporation

/s/ TS Jenks

Timothy S. Jenks

President & CEO



		/s/ Wupen Yuen				January 4, 2005
		Accepted: Wupen Yuen				Anticipated date to begin employment

		January 2, 2005
		Date

EX-10.20 25 dex1020.htm OFFER LETTER - CHI YUE "RAYMOND" CHEUNG Offer Letter - Chi Yue "Raymond" Cheung

Exhibit 10.20


		V 2.0		PT_HRM_P001


Employer:	(hereinafter referred to as “Party A”)	Employee:	(hereinafter referred to as “Party B”)

Name:	NeoPhotonics (China) Co., Ltd.	Name:	Cheung Chi Yue

Type of Ownership:	Sino-foreign joint venture	Sex: M	Age: 40

Address:	NeoPhotonics Building, 12th South Keji Rd., High-Tech Industry Park, Shenzhen	Identity Card No,:	H0714306400

Legal Representative:	Timothy S. Jenks	Present Home Address:	12A, Block 5, Gao Shan Gong Ye 8^th Road, Shenzhen
Telephone No.:	0755-26748225	Place of Household Registration:	Hong Kong

Pursuant to the Labour Law of the People’s Republic of China, the Labour Contract Law of the People’s Republic of China, the Regulations of Shenzhen Special Economic Zone on Labour Contracts and other relevant laws and regulations, this Contract is entered into by Party A and Party B who shall, in line with the principles of legality, fairness, equality and on a voluntary basis, reach unanimity through consultations and abide by the terms and conditions of this Contract.

Type of Labour Contract, Duration and Probation Period


Article 1	Both Party A and Party B agree that the type, duration and probation period in respect of this Contract shall be defined as item No. 1 below:
	1.	This is a fixed-term Contract which shall remain in force from 14 August 2007 to 30 June 2012 with a probation period of / months.

Scope and Location of Work

Article 2	Party B agrees to take up the position of Vice President in accordance with the work requirements of Party A. The location of work shall be in the Shenzhen Special Economic Zone. Nonetheless, Party B may be required, subject to work requirements, to go on business trips elsewhere in China or overseas. The specific scope of work and duties assumed by Party B should be determined by the provisions regarding positions and duties as stipulated in the rules and regulations of Party A or otherwise agreed by both Parties. Party A may, following consultation and agreement with Party B, make adjustments to the position, duties and work location of Party B in view of its operational needs.

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Article 3		Party B shall, upon the request of Party A, complete the specified amount of work in a timely manner and meet the required standards of quality. During the subsistence of the employment relationship between both Parties, Party B is not allowed to be employed by another employer or provide services to another employer for compensation without the written approval of Party A. Nor shall he be permitted to engage in business activities by himself (except engaging in non-business investment activities such as purchasing of negotiable securities or investment funds during non- business hours).

Remuneration

Article 4		Party B is entitled to receive a remuneration commensurate with his normal attendance to his duties and his provision of normal labour services. Payment for the post held by Party B shall be made in accordance with item No. 1. (All are pre-tax income, with RMB as the unit of currency.)

		1. Monthly pay: at RMB 100,000/month, and $ / month during probation.

		Party A is entitled (but not required) to increase the remuneration of Party B according to its normal salary increment mechanism. In the event that the position of Party B is altered upon mutual consent, Party A is entitled to adjust the remuneration of Party B according to the salary scale for the position.

		Party A is entitled, on behalf of Party B, to deduct directly from the remuneration receivable by Party B such amount of taxation, including personal income tax and social insurance fees, for which Party B is liable.

Article 5		Party A shall pay Party B’s salary in the form of currency on a monthly basis. The 7^th day of each month is designated, as a matter of principle, to be the date when payment of salary for the previous month would be made, and in any case not later than the 15^th day of the month under special circumstances.

Article 6		In the case that Party A arranges for Party B to extend the working hours or work on rest days or statutory holidays, it shall arrange for Party B to take time off in lieu or pay the corresponding remuneration.

Working Hours and Rest Days, Holidays

Article 7		Party A implements a working hour system of 8 hours per day, 40 hours per week and shall make reasonable arrangement for Party B to take rest or leave in accordance with the relevant laws and regulations and company policy. Party B’s actual starting and ending times each day shall be in accordance with the relevant laws and regulations and subject to the specific arrangements of Party A.

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Article 8		In the case that Party A arranges for Party B to extend working hours or work overtime during festivals or statutory holidays, Party B shall conform to the uniform working arrangements of Party A. In order to safeguard the lawful interests of Party B, overtime payments shall be made by Party A according to the stipulations of relevant laws and regulations.

Article 9		Party B shall seek the approval of Party A before he proceeds to work overtime, otherwise he shall not be deemed to have worked overtime. Nor shall he be entitled to receive any remuneration for working such overtime.

Article 10		Party B is entitled to holidays such as statutory holidays, annual leave, marriage leave, maternity leave and funeral leave.

Labour Protection, Conditions of Work and Protection From Occupational Hazards

Article 11		Party A shall provide Party B with the conditions of work, safety and hygienic environment which are in compliance with the labour protection requirements of the nation, province and municipality. Party B shall strictly abide by the requirements and wear labour protective equipment and take all required labour protective measures in cooperation with Party A. Pursuant to the relevant requirements of the nation, province and municipality, Party A shall properly carry out all required special protective measures for female staff and juvenile labourers.

Article 12		With respect to positions which may be subject to occupational hazards, Party A shall be obligated to inform Party B in accordance with the law to take preventive measures against occupational hazards during the course of work. Party B shall strictly abide by the relevant operational procedures and safety regulations, and properly take the preventive measures against occupational hazards in cooperation with Party A.

Article 13		Party A shall conduct mandatory education and training courses on occupational skills, safety and hygiene, rules and regulations for Party B, who shall earnestly take part in the various education and training courses organized by Party A as required.

Social Insurance

Article 14		In accordance with the relevant stipulations of the nation, province and Shenzhen municipality, both Party A and Party B shall take out social insurance and pay social insurance fee.

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Labour Discipline


Article 15		Party B shall take the initiative to observe the laws, rules, regulations, regulatory documents and code of ethics of the nation, province and municipality which are in effect at that time, and actively protect the reputation and interests of Party A. Party A is entitled to check and supervise Party B in relation to his performance and reward or discipline him according to the relevant provisions.

Article 16		Party A shall establish and optimize various rules and regulations according to law. Party A shall notify the employees promptly, by way of public notice or verbally, of the rules and regulations, as formulated and amended, which shall be observed by Party B accordingly.

Article 17		Without the written approval of Party A, Party B is prohibited from engaging in any secondary occupation or activity which is in conflict with the interests of Party A. In view of the need to protect the trade secrets and intellectual property rights of Party A, Party A may, during the subsistence of the labour contract or at the time of rescission or termination of the labour contract, require Party B to execute a non-competition agreement and reach an agreement that Party B shall, upon the rescission or termination of labour contract, perform non-competition obligations during the non-competition period as agreed.

Article 18		Party B shall strictly keep the trade secrets of Party A confidential and respects the intellectual property rights of Party A. Furthermore, Party B shall comply with any written or non-written rules, regulations and requirements regarding confidentiality and maintain the confidentiality of all information in his possession. Also, the confidentiality obligations shall not be relieved or reduced notwithstanding the rescission or termination of the employment relationship between Party A and Party B. With respect to the trade secrets of Party A or those confidentiality matters or information of any third party which Party A undertakes to assume confidentiality obligation, if they come to the knowledge of or are accessible to Party B during the course of his employment, Party B shall be obliged to maintain confidentiality until Party A announces the discharge of secrets or the confidential information has fallen into public domain (except the information which is publicized due to unauthorized leakage or disclosure of confidential information on the part of Party B). Party A may, subject to work requirements, negotiate and enter into a confidentiality agreement with Party B, who shall strictly abide by the confidentiality agreement so executed. Both Party A and Party B acknowledge that it is fundamentally ethical for Party B to observe the trade secrets of Party A and pay respect to the intellectual property rights of Party A. Should Party B be found to be in breach of the confidentiality provisions, it would constitute a material breach of rules and regulations of the employer and the losses arisen thereof shall be compensated to Party A (including direct loss, indirect loss, actual loss and anticipated loss of gains).

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	At the same time, Party B acknowledges that at the time of Party A making payment of salary to Party B, adequate consideration had been given to the confidentiality obligation of Party B both in the course of employment of Party B and after Party B had left office. As the confidentiality fee has already been included in the wage paid to Party B by Party A, a further confidentiality fee is not required to be paid to Party B during the course of employment or at the cessation of employment or subsequent to his leaving office.

Article 19	In the event of violation of labour discipline and rules and regulations on the part of Party B, Party A is entitled to, according to the requirements of the nation, province and municipality and the rules and regulations of the Company, impose disciplinary actions against Party B and/or financial penalties as necessary and even rescind the Contract.

Rescission and Termination of Labour Contracts

Article 20	The rescission of the labour contract means that for some particular reasons, a legal act of early termination of employment is carried out by one or both parties to the labour contract during the period after the contract is entered into and prior to its complete fulfillment.

Article 21	Both Party A and Party B are entitled to rescind the labour contract on the basis of the requirements of laws, rules and regulations of the nation, province and municipality which are in effect and applicable to both Party A and Party B. Where any Party rescinds the labour contract in violation of the regulations, it shall make economic compensation to the other party and assume liability for damages.

Article 22	If any one of the following circumstances happens to Party B, Party A may rescind this Contract without the necessity to make any payment to Party B in lieu of notice and/or economic compensation:

	1.	When during the probation period he has demonstrated himself to be incapable of meeting the criteria for employment;
	2.	When he commits a material breach of the rules or regulations of Party A;
	3.	When he causes great losses to Party A due to serious dereliction of duties or engagement in malpractice for selfish ends;
	4.	When Party B simultaneously enters an employment relationship with another employer and thus seriously affects his completion of the tasks assigned by the Company, or Party B refuses to rectify the situation after Party A has raised the issue;
	5.	When Party B, by means of deception or coercion or by taking advantage of Party A’s difficulties, forces Party A to conclude or change the labour contract against Party A’s true will, which shall render the labour contract invalid;

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	6.	When he is under investigation for criminal liability according to law.

	Both Party A and Party B confirm that, if party B is found to be in breach of the relevant regulations of the nation, province, municipality and the rules and regulations of Party A which results in Party B being subject to disciplinary action or punishment, such as expulsion, removal, dismissal or rescission of labour contract, all of them constitute a material breach of the rules or regulations of Party A as mentioned in item No.2 above.

Article 23	This labour contract will terminate on the occurrence of any one of the following circumstances:

	1.	The expiration of the term of the Contract;
	2.	Party B starts to enjoy basic retirement pension according to relevant laws and regulations;
	3.	Party B dies or has been announced as dead or missing by the People’s Court;
	4.	Party A has been declared bankrupt by law;
	5.	The business license of Party A has been revoked, Party A has been ordered to shut down or Party A decides to dissolve prematurely;
	6.	Other circumstances as set forth in laws or administrative regulations.

	Both Party A and party B agree that if Party B is still working for Party A upon the expiration of the term of employment under this Contract and there still exists an employment relationship between them, before both parties renew the labour contract or inform the other Party about the rescission of the employment relationship, this Contract shall remain valid for both Parties except for the determination of the term of the contract,.

Article 24	In the event of rescission and termination of this Contract by both Party A and Party B, Party B shall, subject to mutual agreement or the rules and regulations of Party A, go through the handover process. Party A shall also issue a certificate in writing to Party B according to law and undergo the formalities of transfer of files and social insurance relationship on behalf of Party B.

Default Liability

Article 25	If either Party A or Party B is in breach of contractual provisions and causes the other party to suffer from damages, the party in default shall assume liability for damages in accordance with the laws, rules and regulations of the nation, province and municipality.

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Article 26	Furthermore, the Parties agree that the following events shall be deemed to have constituted a default:

	1.	Prior to the signing of the labour contract, Party B is obligated to be truthful with respect to providing basic information directly related to the labour contract and answering enquiries raised by Party A. Once it is found that the personal data and information furnished by Party B in relation to the position applied for is inconsistent with the truth, this can be treated by Party A as proof of Party B’s inability to meet the criteria for employment and Party A shall henceforth terminate probation and rescind the Contract;
	2.	If Party B rescinds the labour contract during the term of the contract, he should do so by giving 30 days’ written notice in advance according to law, failing which Party B shall make compensation to Party A for all losses arising therefrom (those losses include but are not limited to the direct and indirect losses caused by the inconvenience brought to the operation and management of Party A as a result of the sudden departure of Party B, as well as various recruitment and training costs associated with the engagement of another staff in replacement of Party B on ad hoc basis. If the loss is relatively difficult to calculate, one month’s salary should be paid to Party A as compensation (meaning the average monthly salary of Party B in the 12 months preceding the cessation of employment).

Other Matters Agreed by Both Parties

Article 27	The rules and regulations of Party A (including but not limited to the Staff Handbook, Job Duties and Safety Standards) and training service agreement, confidentiality agreement and other agreements or documents in connection with the labour contract executed or reached in between Party A and Party B during the subsistence of employment relationship constitute the major appendices to this Contract and shall have same effect as this Contract.

Article 28	Party B confirms that at the time of hiring Party B, Party A had already advised Party B of the scope of work, working conditions, location of work, occupational hazards, safety production conditions, remuneration and other matters which Party B had requested to gain an understanding.

Article 29	Any matter not covered in this Contract and any discrepancy between the contract provisions and existing laws and regulations shall be dealt with in accordance with existing laws and regulations.

Dispute Resolution

Article 30	Any dispute or labour dispute arising out of the Contract shall be resolved first through friendly consultations between the Parties. In the event that no agreement can be reached after consultation, both Parties shall apply for arbitration at the Labour Dispute Arbitration Committee of the place where Party A is located. Where there is no disagreement with the arbitration ruling, both Parties must abide by it. Where there is an objection to the arbitration ruling, an action may be brought to the People’s Court of the place where Party A is located.

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By-Laws

Article 31		This Contract in duplicates, one copy held by each Party, shall take effect after both parties’ signing (or placing company chop).


Chop of Party A:	NeoPhotonics (China) Co., Ltd. (Company Chop)	Signature of Party B:	(Signed) (illegible)
Seal of Representative:	Timothy Storrs Jenks (seal)	Fingerprint of Party B:	(fingerprint)

Date of contract:	2007.8.14


I have collected a copy of each of the following materials:
1.		Labour Contract
2.		Agreement on Keeping Confidentiality of Trade Secrets and Ownership of Intellectual Property Rights
Sign to Acknowledge Receipt: Date: 2007.8.14

Page 8 of 8

EX-10.21 26 dex1021.htm AMENDED AND RESTATED SEVERANCE AGREEMENT - TIMOTHY S. JENKS Amended and Restated Severance Agreement - Timothy S. Jenks

Exhibit 10.21

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NeoPhotonics Corporation

Amended and Restated Severance Rights Agreement

This Amended and Restated Severance Rights Agreement (the “Agreement”) is made and entered into by and between Timothy S. Jenks (the “Employee”) and NeoPhotonics Corporation, a Delaware corporation, (the “Company”), effective as of April 13, 2010.

RECITALS

A. The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to provide the Employee with certain severance benefits should Employee’s employment with the Company terminate under certain circumstances. Such benefits are intended to provide Employee with enhanced financial security and with sufficient incentive and encouragement for Employee to remain with the Company.

B. The Company and the Employee previously entered into an amended and restated severance agreement dated as of December 31, 2008 (the “Prior Agreement”).

C. The Company and the Employee wish to amend and restate the Prior Agreement in connection with the Company’s anticipated initial public offering in 2010, with such amendment and restatement being in full documentary compliance with applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations issued thereunder.

D. Certain capitalized terms used in the Agreement are defined in Section 5 below.

AGREEMENT

The parties hereto agree as follows:

Term of Agreement. The terms of this Agreement shall terminate upon the date that all obligations of the parties hereunder have been satisfied, if Employee is eligible to receive benefits hereunder, or immediately upon a termination of Employee’s employment as to which he has no eligibility for benefits hereunder. A termination of the terms of this Agreement pursuant to this Section shall be effective for all purposes.

At-Will Employment. The Company and the Employee acknowledge that the Employee’s employment is and shall continue to be at-will, as defined under applicable law. If the Employee’s employment terminates for any reason, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, and as may otherwise be available in accordance with the Company’s established employee plans and policies at the time of termination.

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3.	Agreement Benefits.

(a)

Involuntary Termination Generally. If the Employee’s employment terminates as a result of Involuntary Termination, except by such Involuntary Termination as provided in Section 3(b) below, and provided the Employee provides a valid and effective Release of Claims not later than sixty (60) days after such termination, the Company will pay the Employee the following severance benefits:

(i)

a lump sum severance payment equal to the sum of (A) six (6) months of the Employee’s Base Compensation and (B) 50% of the Employee’s target Bonus for the year of termination, with such amount payable within ten (10) business days after the effective date of the Release of Claims; and

(ii)

provided Employee makes a timely and accurate election for continued health insurance coverage (including medical, dental, vision and prescription) under COBRA (or any state law of similar effect), the Company will pay the premiums for such continued coverage for the Employee and his eligible dependents for until the earliest of (i) the first six (6) months of such coverage, (ii) the date Employee commences new employment following his termination date, or (iii) such earlier date as Employee (or his dependents, as applicable) cease to be eligible for such continuation coverage.

(b)

Involuntary Termination Following a Change in Control. If the Employee’s employment terminates as a result of Involuntary Termination on or within twelve (12) months following a Change of Control, and provided the Employee provides a valid and effective Release of Claims not later than sixty (60) days after such termination, the Company will pay the Employee the following severance benefits:

(i)

a lump sum severance payment equal to the sum of (A) twelve (12) months of the Employee’s Base Compensation and (B) 100% of the Employee’s target Bonus for the year of termination, with such amount payable within ten (10) business days after the effective date of the Release of Claims; and

(ii)

provided Employee makes a timely and accurate election for continued health insurance coverage (including medical, dental, vision and prescription) under COBRA (or any state law of similar effect), the Company will pay the premiums for such continued coverage for the Employee and his eligible dependents for until the earliest of (i) the first twelve (12) months of such coverage, (ii) the date Employee commences new employment following his termination date, or (iii) such earlier date as Employee (or his dependents, as applicable) cease to be eligible for such continuation coverage.

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that such termination was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, then for all purposes of this Agreement, such Involuntary Termination shall be deemed to have occurred pursuant to this Section 3(b) and the Employee will be eligible for severance as provided in this Section 3(b) (and not under Section 3(a)).

(c)	Voluntary Resignation; Termination For Cause. If the Employee voluntarily resigns from the Company, or if the Company terminates the Employee’s employment for Cause, then the Employee shall not be entitled to receive severance or other benefits pursuant to this Agreement.

(d)

Disability; Death. If the Company terminates the Employee’s employment as a result of the Employee’s Disability, or if the Employee’s employment terminates due to the death of the Employee, then the Employee shall not be entitled to receive severance or other benefits pursuant to this Agreement. Nothing in this Agreement restricts Employee’s rights to any payments under any death or disability insurance policy with the Company in effect at the time of termination.

(e)

Change of Control Benefits. In the event of a Change of Control, and provided the Employee provides a valid and effective Release of Claims not later than sixty (60) days after the closing of the Change of Control, the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall automatically become accelerated (and, in the case of options, such options shall become exercisable) in full, in each case as of immediately prior to the closing of the Change of Control.

4.	Excise Tax Payments. The Company and the Employee agree that Employee’s rights to benefits hereunder are subject to reduction in accordance with the provisions of Section 9(e) (that is, “Parachute Payments”) of the Company’s 2010 Equity Incentive Plan.

5.	Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a)	Base Compensation. “Base Compensation” means an amount equal to Employee’s existing annual base salary at the time of the Involuntary Termination (ignoring the effect of any material reduction that forms the basis of a right to resign for Good Reason).

(b)	Bonus. “Bonus” shall mean the target compensation amount for the fiscal year of termination under any cash incentive program approved for the year of termination as applicable to the Employee.

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(c)

Cause. “Cause” shall mean (i) any act of personal dishonesty taken by the Employee in connection with his responsibilities as an employee and intended to result in substantial personal enrichment of the Employee, (ii) the conviction of a felony, (iii) a willful act by the Employee which constitutes gross misconduct and which is materially injurious to the Company, and (iv) following delivery to the Employee of a written demand for performance from the Company which describes the basis for the Company’s belief that the Employee has not substantially performed his duties, continued violations by the Employee of the Employee’s obligations to the Company which are demonstrably willful and deliberate on the Employee’s part.

(d)	Change in Control. “Change in Control” means the occurrence of any of the following events:

(i)

any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or

(ii)

the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iii)

the consummation of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least sixty percent (60%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or

(iv)

a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

(e)

Disability. “Disability” shall mean that the Employee has been unable to perform his Company duties as the result of his incapacity due to physical or mental illness, and such inability, at least twenty-six (26) weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative (such agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability may only be effected after at least thirty (30) days’ written notice by the Company of its intention to terminate the

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Employee’s employment. In the event that the Employee resumes the performance of substantially all of his duties hereunder before the termination of his employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked.

(f)	Good Reason. “Good Reason” shall mean the Employee’s voluntary resignation from all positions he then holds with the Company, effective within ninety (90) days after the occurrence of:

(i)

a material reduction or other material adverse change in the Employee’s job duties, responsibilities, authority or requirements (including the removal of such job duties, responsibilities, authority or requirements);

(ii)

any material reduction of the Employee’s annual base compensation;

(iii)

the Company requiring the Employee to move his primary work location to a location that increases his one way commute by more than fifty (50) miles from the Company’s then-current location; or

(iv)

the failure of the Company to obtain the assumption, in all material respects, of this Agreement by any successors to the Company;

provided, however, that the Employee must provide written notice to the Company of the existence of one of the conditions described above within sixty (60) days after its initial existence, and the Company must be provided with a period of thirty (30) days during which it may cure the circumstances giving rise to the condition (in which case, no right to resign for Good Reason shall exist). An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company promptly after receipt of notice thereof given by Employee shall not give rise to Good Reason.

(g)

Involuntary Termination. “Involuntary Termination” shall mean (i) any termination of the Employee’s employment by the Company without Cause (and other than by reason of death or Disability) or (ii) Employee’s resignation for Good Reason, provided that in either case, such termination constitutes a “separation from service” as defined under Treasury Regulation Section 1.409A-1(h).

(h)

Release of Claims. “Release of Claims” shall mean a waiver by Employee, in a form provided by the Company within ten (10) days after the applicable event, and reasonably acceptable to Employee, of all employment related obligations of and claims and causes of action against the Company. The Release of Claims must become effective in accordance with its terms within sixty (60) days following the event giving rise to the payment obligation hereunder. If the Release of Claims fails to become effective within the required period, Employee will not receive any of the benefits provided for under this Agreement.

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6.	Successors.

(a)

Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company’s business and/or assets shall promptly (within fifteen (15) days after such transaction) assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 6(a) or which becomes bound by the terms of this Agreement by operation of law.

(b)

Employee’s Successors. The terms of this Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Employee shall die at a time when he is receiving payments or benefits hereunder, such payments and benefits shall continue to be paid or provided to such person or persons appointed in writing by Employee to receive such amounts or, if no person is so appointed, to the Employee’s estate.

Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

Arbitration. To ensure the timely and economical resolution of disputes that may arise in connection with Employee’s employment with the Company, Employee and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Employee’s employment, or the termination of Employee’s employment, including but not limited to statutory claims, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in San Jose, California, conducted by JAMS under the then applicable JAMS rules. By agreeing to this arbitration procedure, both Employee and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that Employee or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

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Expenses. If any contest or dispute shall arise under this Agreement involving termination of the Employee’s employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall reimburse the Employee, on a current basis, for all legal fees and expenses, if any, incurred by the Employee in connection with such contest or dispute (regardless of the result thereof), together with interest in an amount equal to the prime rate of Bank of America from time to time in effect, but in no event higher than the maximum legal rate permissible under applicable law, such interest to accrue from the date the Company receives the Employee’s statement for such fees and expenses through the date of payment thereof.

10.	Miscellaneous Provisions.

(a)

Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(b)

Whole Agreement. This Agreement sets forth the entire agreement of the parties with respect to the matters set forth herein, and supersedes all previous contracts, arrangements or understandings between the Company and Employee on the subjects set forth herein. The Agreement may be amended at any time only by mutual written agreement signed by the parties hereto.

(c)	Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California.

(d)	Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(e)	Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

(f)	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(g)

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Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement that are deemed to be “deferred compensation” is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” with the Company or (ii) the date of Employee’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 10(g) shall be paid in a lump sum to Employee, and any remaining payments due under this Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payments under this Agreement shall be treated as a separate payment under a right to receive a series of separate payments and, accordingly, each payment hereunder shall at all times be considered a separate and distinct payment. It is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.


COMPANY	NEOPHOTONICS CORPORATION

	By:	/s/ James D. Fay
	Title:	Vice President and Chief Financial Officer
	Date:	April 13, 2010

EMPLOYEE
	By:	/s/ Timothy S. Jenks
	Name:	Timothy S. Jenks
	Date:	April 13, 2010

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EX-10.22 27 dex1022.htm AMENDED AND RESTATED SEVERANCE AGREEMENT - JAMES D. FAY Amended and Restated Severance Agreement - James D. Fay

Exhibit 10.22

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NeoPhotonics Corporation

Amended and Restated Severance Rights Agreement

This Amended and Restated Severance Rights Agreement (the “Agreement”) is made and entered into by and between James D. Fay (the “Employee”) and NeoPhotonics Corporation, a Delaware corporation, (the “Company”), effective as of April 13, 2010.

RECITALS

B. The Company and the Employee previously entered into an amended and restated severance agreement dated as of December 18, 2008 (the “Prior Agreement”).

D. Certain capitalized terms used in the Agreement are defined in Section 5 below.

AGREEMENT

The parties hereto agree as follows:

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3.	Agreement Benefits.

(a)

(i)

(ii)

(b)

(i)

(ii)

provided Employee makes a timely and accurate election for continued health insurance coverage (including medical, dental, vision and prescription) under COBRA (or any state law of similar effect), the Company will pay the premiums for such continued coverage for the Employee and his eligible dependents for until the earliest of (i) the first twelve (12) months of such coverage, (ii) the date Employee commences new employment following his termination date, or (iii) such earlier date as Employee (or his dependents, as applicable) cease to be eligible for such continuation coverage; and

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(iii)

the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall automatically be accelerated (and, in the case of options, such options shall become exercisable), as of the effective date of Employee’s Involuntary Termination, as to the number of shares that would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if Employee had maintained his employment or consulting relationship with the Company for the first twenty-four (24) months following the effective date of the Involuntary Termination.

Notwithstanding anything in this Agreement to the contrary, if the Employee’s employment terminates as a result of Involuntary Termination prior to the closing of a Change in Control, and the Employee reasonably demonstrates to the satisfaction of the Company’s Board of Directors that such termination was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, then for all purposes of this Agreement, such Involuntary Termination shall be deemed to have occurred pursuant to this Section 3(b) and the Employee will be eligible for severance as provided in this Section 3(b) (and not under Section 3(a)).

(c)	Voluntary Resignation; Termination For Cause. If the Employee voluntarily resigns from the Company, or if the Company terminates the Employee’s employment for Cause, then the Employee shall not be entitled to receive severance or other benefits pursuant to this Agreement.

(d)

4.	Excise Tax Payments. The Company and the Employee agree that Employee’s rights to benefits hereunder are subject to reduction in accordance with the provisions of Section 9(e) (that is, “Parachute Payments”) of the Company’s 2010 Equity Incentive Plan.

5.	Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a)	Base Compensation. “Base Compensation” means an amount equal to Employee’s existing annual base salary at the time of the Involuntary Termination (ignoring the effect of any material reduction that forms the basis of a right to resign for Good Reason).

(b)	Bonus. “Bonus” shall mean the target compensation amount for the fiscal year of termination under any cash incentive program approved for the year of termination as applicable to the Employee.

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(c)

(d)	Change in Control. “Change in Control” means the occurrence of any of the following events:

(i)

(ii)

the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iii)

(iv)

(e)	Disability. “Disability” shall mean that the Employee has been unable to perform his Company duties as the result of his incapacity due to physical or mental illness, and such inability, at least twenty-six (26) weeks after its commencement, is determined to be total and

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permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative (such agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability may only be effected after at least thirty (30) days’ written notice by the Company of its intention to terminate the Employee’s employment. In the event that the Employee resumes the performance of substantially all of his duties hereunder before the termination of his employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked.

(f)	Good Reason. “Good Reason” shall mean the Employee’s voluntary resignation from all positions he then holds with the Company, effective within ninety (90) days after the occurrence of:

(i)

(ii)

any material reduction of the Employee’s annual base compensation;

(iii)

the Company requiring the Employee to move his primary work location to a location that increases his one way commute by more than fifty (50) miles from the Company’s then-current location; or

(iv)

the failure of the Company to obtain the assumption, in all material respects, of this Agreement by any successors to the Company;

(g)

(h)

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6.	Successors.

(a)

(b)

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10.	Miscellaneous Provisions.

(a)

(b)

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(c)	Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California.

(d)	Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(e)	Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

(f)	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(g)

Code Section 409A. All payments upon a termination of service to be made under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, if Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement that are deemed to be “deferred compensation” is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” with the Company or (ii) the date of Employee’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 10(g) shall be paid in a lump sum to Employee, and any remaining payments due under this Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payments under this Agreement shall be treated as a separate payment under a right to receive a series of separate payments and, accordingly, each payment hereunder shall at all times be considered a separate and distinct payment. It is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.


COMPANY	NEOPHOTONICS CORPORATION

	By:	/s/ Timothy S. Jenks
	Title:	President and Chief Executive Officer
	Date:	April 13, 2010

EMPLOYEE	By:	/s/ James D. Fay
	Name:	James D. Fay
	Date:	April 13, 2010

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EX-10.23 28 dex1023.htm SEVERANCE AGREEMENT - BENJAMIN L. SITLER Severance Agreement - Benjamin L. Sitler

Exhibit 10.23

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NeoPhotonics Corporation

Severance Rights Agreement

This Severance Rights Agreement (the “Agreement”) is made and entered into by and between Benjamin L. Sitler (the “Employee”) and NeoPhotonics Corporation, a Delaware corporation, (the “Company”), effective as of April 14, 2010.

RECITALS

B. To accomplish the foregoing objectives, the Board has directed the Company, upon execution of this Agreement by the Employee, to agree to the terms provided herein.

C. The Company and the Employee wish to enter into this Agreement in connection with the Company’s anticipated initial public offering in 2010, with such Agreement being in full documentary compliance with applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations issued thereunder.

D. Certain capitalized terms used in the Agreement are defined in Section 5 below.

AGREEMENT

The parties hereto agree as follows:

3.	Agreement Benefits.

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(a)

(i)

the Company will continue to pay, on the Company’s normal payroll schedule, the Employee as severance his Base Compensation until the earlier of (A) the date that is six (6) months after the date of termination and (B) the date Employee commences new employment following his termination date; provided, however, that no such severance amounts will be paid prior to the sixtieth (60) day following the termination date, and on such date, the Company will pay in a lump sum the amounts of severance that would have been paid prior to that date had payments not been delayed during the consideration period for the Release of Claims, with the balance of the payments made thereafter on the original schedule; and

(ii)

(b) Involuntary Termination Following a Change in Control. If the Employee’s employment terminates as a result of Involuntary Termination on or within twelve (12) months following a Change of Control, and provided the Employee provides a valid and effective Release of Claims not later than sixty (60) days after such termination, the Company will pay the Employee the following severance benefits:

(i)

the Company will continue to pay, on the Company’s normal payroll schedule, the Employee as severance his Base Compensation from the date of termination until the earlier of (A) the date that is twelve (12) months after the date of termination and (B) the date Employee commences new employment following his termination date; provided, however, that no such severance amounts will be paid prior to the sixtieth (60) day following the termination date, and on such date, the Company will pay in a lump sum the amounts of severance that would have been paid prior to that date had payments not been delayed during the consideration period for the Release of Claims, with the balance of the payments made thereafter on the original schedule;

(ii)

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employment following his termination date, or (iii) such earlier date as Employee (or his dependents, as applicable) cease to be eligible for such continuation coverage

(iii)

a lump sum severance payment equal to 100% of the Employee’s target Bonus for the year of termination, with such amount payable on the 60^th day after the date of termination; and

(iv)

the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall automatically be accelerated in accordance with the provisions of the applicable equity incentive plan pursuant to which each such award was granted (for example, the Company’s 2004 Stock Option Plan currently provides for twelve (12) months of accelerated vesting in the event of certain involuntary terminations in connection with certain material corporate transactions).

(c) Voluntary Resignation; Termination For Cause. If the Employee voluntarily resigns from the Company, or if the Company terminates the Employee’s employment for Cause, then the Employee shall not be entitled to receive severance or other benefits pursuant to this Agreement.

(d) Disability; Death. If the Company terminates the Employee’s employment as a result of the Employee’s Disability, or if the Employee’s employment terminates due to the death of the Employee, then the Employee shall not be entitled to receive severance or other benefits pursuant to this Agreement. Nothing in this Agreement restricts Employee’s rights to any payments under any death or disability insurance policy with the Company in effect at the time of termination.

4. Excise Tax Payments. The Company and the Employee agree that Employee’s rights to benefits hereunder are subject to reduction in accordance with the provisions of Section 9(e) (that is, “Parachute Payments”) of the Company’s 2010 Equity Incentive Plan.

5. Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a) Base Compensation. “Base Compensation” means an amount equal to Employee’s existing annual base salary at the time of the Involuntary Termination.

(b) Bonus. “Bonus” shall mean the target compensation amount for the fiscal year of termination under any cash incentive program approved for the year of termination as applicable to the Employee.

(c) Cause. “Cause” shall mean (i) any act of personal dishonesty taken by the Employee in connection with his responsibilities as an employee and intended to result in substantial personal enrichment of the Employee, (ii) the conviction of a felony, (iii) a willful act by the Employee which constitutes gross misconduct and which is materially injurious to the Company, and (iv) following delivery to the Employee of a written demand for performance from the Company which describes the basis for the Company’s belief that the Employee has not substantially

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performed his duties, continued violations by the Employee of the Employee’s obligations to the Company which are demonstrably willful and deliberate on the Employee’s part.

(d) Change in Control. “Change in Control” means the occurrence of any of the following events:

(i)

(ii)

the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iii)

(iv)

(e) Disability. “Disability” shall mean that the Employee has been unable to perform his Company duties as the result of his incapacity due to physical or mental illness, and such inability, at least twenty-six (26) weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative (such agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability may only be effected after at least thirty (30) days’ written notice by the Company of its intention to terminate the Employee’s employment. In the event that the Employee resumes the performance of substantially all of his duties hereunder before the termination of his employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked.

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(f) Good Reason. “Good Reason” shall mean the Employee’s voluntary resignation from all positions he then holds with the Company, effective within ninety (90) days after the occurrence of the failure of the Company to obtain the assumption, in all material respects, of this Agreement by any successors to the Company; provided, however, that the Employee must provide written notice to the Company of the existence of one of the conditions described above within sixty (60) days after its initial existence, and the Company must be provided with a period of thirty (30) days during which it may cure the circumstances giving rise to the condition (in which case, no right to resign for Good Reason shall exist). An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company promptly after receipt of notice thereof given by Employee shall not give rise to Good Reason.

(g) Involuntary Termination. “Involuntary Termination” shall mean (i) any termination of the Employee’s employment by the Company without Cause (and other than by reason of death or Disability) or (ii) Employee’s resignation for Good Reason, provided that in either case, such termination constitutes a “separation from service” as defined under Treasury Regulation Section 1.409A-1(h).

(h) Release of Claims. “Release of Claims” shall mean a waiver by Employee, in a form provided by the Company within ten (10) days after the applicable event, and reasonably acceptable to Employee, of all employment related obligations of and claims and causes of action against the Company. The Release of Claims must become effective in accordance with its terms within sixty (60) days following the event giving rise to the payment obligation hereunder. If the Release of Claims fails to become effective within the required period, Employee will not receive any of the benefits provided for under this Agreement.

6. Successors.

(a) Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company’s business and/or assets shall promptly (within fifteen (15) days after such transaction) assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 6(a) or which becomes bound by the terms of this Agreement by operation of law.

(b) Employee’s Successors. The terms of this Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Employee shall die at a time when he is receiving payments or benefits hereunder, such payments and benefits shall continue to be paid or provided to such person or persons appointed in writing by Employee to receive such amounts or, if no person is so appointed, to the Employee’s estate.

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7. Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

8. Arbitration. To ensure the timely and economical resolution of disputes that may arise in connection with Employee’s employment with the Company, Employee and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Employee’s employment, or the termination of Employee’s employment, including but not limited to statutory claims, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in San Jose, California, conducted by JAMS under the then applicable JAMS rules. By agreeing to this arbitration procedure, both Employee and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that Employee or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

9. Miscellaneous Provisions.

(a) Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(b) Whole Agreement. This Agreement sets forth the entire agreement of the parties with respect to the matters set forth herein, and supersedes all previous contracts, arrangements or understandings between the Company and Employee on the subjects set forth herein. The Agreement may be amended at any time only by mutual written agreement signed by the parties hereto.

(c) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California.

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(d) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(e) Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

(f) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(g) Code Section 409A. All payments upon a termination of service to be made under this Agreement may be made only upon a “separation of service” within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Notwithstanding any provision to the contrary in this Agreement, if Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement that are deemed to be “deferred compensation” is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” with the Company or (ii) the date of Employee’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 9(g) shall be paid in a lump sum to Employee, and any remaining payments due under this Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payments under this Agreement shall be treated as a separate payment under a right to receive a series of separate payments and, accordingly, each payment hereunder shall at all times be considered a separate and distinct payment. It is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.

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IN WITNESS WHEREOF, each of the parties has executed this Severance Agreement, in the case of the Company by its duly authorized officer, as of the day and year last set forth below.


COMPANY				NEOPHOTONICS CORPORATION

				By: /s/ T.S. Jenks

				Title: T.S. Jenks / CEO

				Date: April 14, 2010

EMPLOYEE				By: /s/ Benjamin L. Sitler

				Name: Benjamin L. Sitler

				Date: April 14, 2010

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EX-10.24 29 dex1024.htm AMENDED AND RESTATED SEVERANCE AGREEMENT - DR. WUPEN YUEN Amended and Restated Severance Agreement - Dr. Wupen Yuen

Exhibit 10.24

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NeoPhotonics Corporation

Amended and Restated Severance Rights Agreement

This Amended and Restated Severance Rights Agreement (the “Agreement”) is made and entered into by and between Dr. Wupen Yuen (the “Employee”) and NeoPhotonics Corporation, a Delaware corporation, (the “Company”), effective as of April 13, 2010.

RECITALS

B. The Company and the Employee previously entered into a severance agreement dated as of December 24, 2008 (the “Prior Agreement”).

D. Certain capitalized terms used in the Agreement are defined in Section 5 below.

AGREEMENT

The parties hereto agree as follows:

1. Term of Agreement. The terms of this Agreement shall terminate upon the date that all obligations of the parties hereunder have been satisfied, if Employee is eligible to receive benefits hereunder, or immediately upon a termination of Employee’s employment as to which he has no eligibility for benefits hereunder. A termination of the terms of this Agreement pursuant to this Section shall be effective for all purposes.

2. At-Will Employment. The Company and the Employee acknowledge that the Employee’s employment is and shall continue to be at-will, as defined under applicable law. If the Employee’s employment terminates for any reason, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, and as may otherwise be available in accordance with the Company’s established employee plans and policies at the time of termination.

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3. Agreement Benefits.

(a) Involuntary Termination Generally. If the Employee’s employment terminates as a result of Involuntary Termination, except by such Involuntary Termination as provided in Section 3(b) below, and provided the Employee provides a valid and effective Release of Claims not later than sixty (60) days after such termination, the Company will pay the Employee the following severance benefits:

(i)

(ii)

(i)

(ii)

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(iii)

a lump sum severance payment equal to 100% of the Employee’s target Bonus for the year of termination, with such amount payable on the 60^th day after the date of termination; and

(iv)

the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall automatically be accelerated in accordance with the provisions of the applicable equity incentive plan pursuant to which each such award was granted (for example, the Company’s 2004 Stock Option Plan currently provides for twelve (12) months of accelerated vesting in the event of certain involuntary terminations in connection with certain material corporate transactions).

5. Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a) Base Compensation. “Base Compensation” means an amount equal to Employee’s existing annual base salary at the time of the Involuntary Termination.

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(d) Change in Control. “Change in Control” means the occurrence of any of the following events:

(i)

(ii)

the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iii)

(iv)

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6. Successors.

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9. Miscellaneous Provisions.

(c) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California.

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(e) Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

(f) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

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IN WITNESS WHEREOF, each of the parties has executed this Severance Agreement, in the case of the Company by its duly authorized officer, as of the day and year last set forth below.


COMPANY	NEOPHOTONICS CORPORATION

	By:	/s/ Timothy S. Jenks
	Title:	President and Chief Executive Officer
	Date:	April 13, 2010

EMPLOYEE	By:	/s/ Dr. Wupen Yuen
	Name:	Dr. Wupen Yuen
	Date:	April 13, 2010

NeoPhotonics Corporation Confidential Information LOGO

EX-10.25 30 dex1025.htm NEOPHOTONICS CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY NeoPhotonics Corporation Non-Employee Director Compensation Policy

Exhibit 10.25

NeoPhotonics Corporation

Non-Employee Director Compensation Policy

Effective: Upon the effectiveness of the IPO

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of NeoPhotonics Corporation (“NeoPhotonics”) or any of its subsidiaries (each such member, a “Director”) will receive the following compensation for his or her Board service:

Annual Cash Compensation

The annual cash compensation amount set forth below is payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. The meeting fees set forth below are payable on the last day of each fiscal quarter in which the service occurred. If a Director joins the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer/fee set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Director provides the service, and regular full quarterly payments thereafter. All annual cash fees are vested upon payment; meeting fees are vested upon the date of the meeting.

1.	Annual Board Service Retainer:

Chairman of the Board: $36,000

All other Directors: $36,000

Lead Director Fee: $1,000 per regular meeting (expected to be $5,000 per year assuming one meeting per quarter plus one annual plan meeting)

2.	Annual Committee Chair Service Fee:

Chairman of the Audit Committee: $24,000

Chairman of the Compensation Committee: $9,000

Chairman of the Nominating & Corporate Governance Committee: $9,000

3.	Annual Committee Member (non-Chair) Service Fee:

Audit Committee: $12,000

Compensation Committee: $6,000

Nominating & Corporate Governance Committee: $6,000

4.	Meeting Fees:

Meeting fee for member of the Technical Advisory Board:

•

$5,000 per meeting if the meeting requires long distance travel (i.e. >1 day)

•

$2,500 per meeting if the meeting does not require such travel (i.e. <1 day for a conference call meeting)

Equity Compensation

The equity compensation set forth below will be granted under the NeoPhotonics Corporation 2010 Equity Incentive Plan (the “Plan”), subject to the shareholders’ approval of the Plan. All stock options granted under this policy will be non-statutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying NeoPhotonics common stock on the date of grant, and a term of ten (10) years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan).

1. Initial Grant: On the date of the Director’s initial election to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Director will be automatically, and without further action by the Board, granted a stock option for a number of shares equal to (i) $100,000 divided by (ii) the Fair Market Value of a share of NeoPhotonics common stock on the date of grant, rounded down for any partial share. Such option will vest in forty-eight (48) equal monthly installments from the grant date, such that the option is fully vested on the fourth anniversary of the date of grant, subject to the Director’s Continuous Service (as defined in the Plan). A Director who, in the one year prior to his or her initial election to serve on the Board as a non-employee director, served as an employee of NeoPhotonics or one of its subsidiaries will not be eligible for an initial grant.

2. Annual Grant: On the date of each NeoPhotonics annual shareholder meeting held after the effective date of the Company’s initial public offering, each Director will be automatically, and without further action by the Board, granted a stock option for a number of shares equal to (i) $50,000 divided by (ii) the Fair Market Value of a share of NeoPhotonics common stock on the date of grant, rounded down for any partial share. Such option will vest in twenty-four (24) equal monthly installments from the date of grant, such that the option is fully vested on the second anniversary of the date of grant, subject to the Director’s Continuous Service.

EX-21.1 31 dex211.htm LIST OF SUBSIDIARIES OF NEOPHOTONICS CORPORATION List of subsidiaries of NeoPhotonics Corporation

Exhibit 21.1

LIST OF SUBSIDIARIES OF THE REGISTRANT


SUBSIDIARY		JURISDICTION
Lightconnect, Inc.		California
BeamExpress, Inc.		Delaware
Paxera LLC		Delaware
OpTun Inc.		Delaware
Lightwave Microsystems Corporation		Delaware
Era Acquisition LLC		California
NeoPhotonics Corporation Limited		Hong Kong
NeoPhotonics (China) Co., Ltd.		PRC
Novel Centennial Limited		British Virgin Islands

EX-23.2 32 dex232.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP Consent of PricewaterhouseCoopers LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of our report dated April 15, 2010 relating to the financial statements of NeoPhotonics Corporation, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

San Jose, California

April 15, 2010

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Hutch Hsieh

(650) 843-5131

hhsieh@cooley.com

April 15, 2010

VIA EDGAR

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

Re: NeoPhotonics Corporation

Registration Statement on Form S-1

Dear Sir or Madam:

On behalf of NeoPhotonics Corporation (the “Registrant”), and for the purpose of registering shares of the Registrant’s Common Stock with a proposed maximum aggregate offering price of $115,000,000 under the Securities Act of 1933, as amended, and pursuant to Regulation S-T promulgated thereunder, we are electronically transmitting hereunder one conformed copy of a Registration Statement on Form S-1 (the “Registration Statement”), together with all exhibits thereto (except for exhibits that will be filed by amendment). Manually executed signature pages have been signed prior to the time of this electronic filing and will be retained by the Registrant for five years.

Pursuant to Rule 13(c) of Regulation S-T, a filing fee of $8,199.50 was wired to the Securities and Exchange Commission (the “SEC”) on April 12, 2010, and verification of the receipt of said funds has been received from the SEC.

Please direct any questions or comments regarding this filing to me at (650) 843-5131.

Sincerely,

/s/ Hutch Hsieh

Hutch Hsieh

cc: Timothy Jenks, NeoPhotonics Corporation

William Brentani, Simpson Thacher & Bartlett LLP

FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM