Addendum No. 2 to Stock Purchase Agreement among MRV Communications, Fiber Optic Communications, and Selling Shareholders

Summary

This addendum, dated June 26, 2000, amends the Stock Purchase Agreement between MRV Communications, Fiber Optic Communications, and the Selling Shareholders. It deletes a specific section of the original agreement and allows for the early release of half of the escrowed shares to the Selling Shareholders within 30 days after MRV shares are registered with the SEC. The addendum also makes an attached amendment to the related Escrow Agreement effective immediately. All parties have agreed to these changes as of the date signed.

EX-2.1.(F) 3 ex2-1_f.txt EXHIBIT 2.1(F) 1 ADDENDUM NO. 2 TO STOCK PURCHASE AGREEMENT This ADDENDUM NO. 2 TO STOCK PURCHASE AGREEMENT (this "Addendum No. 2") is entered into as of this 26th day of June, 2000 by and among Fiber Optic Communications, Inc., a corporation organized and existing under the laws of the Republic of China ("FOCI"), MRV Communications, Inc., a corporation organized and existing under the laws of Delaware, U.S.A.("MRV"), and each person listed in the schedule attached hereto as Schedule 1 (individually, a "Selling Shareholder" and collectively "Selling Shareholders"), represented by their attorneys-in-fact, Ronald Fu-Chang Wang and Steve Song-Fure Lin ("Attorneys-in-Fact"). MRV, FOCI and Selling Shareholders are referred to herein individually as the "Party" and collectively as the "Parties". WITNESSETH WHEREAS, FOCI, MRV and certain of Selling Shareholders, represented by Attorneys-in-Fact, have entered into a Stock Purchase Agreement ("SPA") on the 21st day of February, 2000 and the Addendum to SPA on the 14th day of April, 2000; WHEREAS, the Parties wish to enter into this Addendum No. 2 to amend certain provisions in the SPA. NOW, THEREFORE, the Parties agree the following: 1. Section 2.5 shall be deleted in its entirety in exchange of the earlier release of half of the Escrowed shares as stated in Seciton 2 of this Addendum No. 2. 2. Notwithstanding Section 10.2.3 of the SPA or other provisions in the SPA and the Addendum to SPA, half of the Escrowed Shares shall be taken from the Escrow Account and delivered to Attorneys-in-Fact of the Selling Shareholders no later than 30 days after the effective date of the registration of MRV Shares with the United States Securities Exchange Commission. 3. Addendum No. 2 to Escrow Agreement as attached herewith shall be effective as of the date of execution of this Addendum No. 2. IN WITNESS WHEREOF, the Parties hereto have executed this Addendum No. 2 as of the date first above written. 2 MRV COMMUNICATIONS, INC. /s/ Edmund Glazer -------------------------------- By: Edmund Glazer Title: Chief Financial Officer FIBER OPTIC COMMUNICAITONS, INC. /s/ Steve Song-Fure Lin -------------------------------- By: Steve Song-Fure Lin Title: President SELLING SHAREHOLDERS /s/ Ronald Fu-Chang Wang -------------------------------- Represented by: Ronald Fu-Chang Wang /s/ Steve Song-Fure Lin -------------------------------- Represented by: Steve Song-Fure Lin