Supplemental Premises Lease Contract

In accordance with Article 23 of the Shenzhen Premises Lease Contract (“the Contract”) made and entered into by and between Party A and Party B on April 21, 2015, the two parties entered into this supplemental agreement (the “Supplemental Agreement”, collectively referred to as “Lease Contract” together with the Contract) through consultations. This supplemental agreement is made as necessary supplement and modification to the Contract. In case of any conflicts or discrepancies between the Contract and the Supplemental Agreement, the Supplemental Agreement shall govern.

(I). The premises to be leased hereunder is located at No. 2 Phoenix Road, Futian Free Trade Zone, Shenzhen, named floor 1 AB1C2D Section, floor 3 and floor 4 of Wanli Industry Building. The number of the leased premises’ ownership certificate is Shen Fang Di Zi No. 3000685477. The copy of the premises’ ownership certificate is attached to this Supplemental Agreement (Appendix 1: 1 page in total).

(II). Both parties confirmed that the total floor area of the premises is 10137.78 square meters (see Appendix 2 for the ichnography of the premises: 3 pages in total).. The parties herein agree that the rental for each floor will be calculated in accordance with the specific area of each floor as follows respectively, and remains unchanged even there is any difference between the ac floor area and the below data.

The term of lease shall commence on April 21, 2015, and terminate on June 30^th, 2019. Within the term, Party B shall maintain the leased area, and may not reduce the leased area or terminate the lease before the expiration of the Contract. The parties herein shall begin their negotiation and consultation with respect to the renewal of the lease before January 1, 2018, and Party B shall submit the notice of such intention to Party A in written form. The renewal conditions will be negotiated by the parties, and Party B shall have the priority to rent the premises under equal terms and conditions.

The parties herein agree to set the rental rate as follows:

The floor area of each floor shall be settled pursuant to Article 1 of this Supplementary Agreement.

(I)Payment of Rental. Within the term of the lease, Party B shall pay the rental to Party A by the 10th day of each calendar month, failing which Party B shall pay Party A overdue fine equal to 0.21% of the defaulted rental per day of delay. The overdue fine shall be calculated according to the defaulted monthly rental from the date it should be paid until the date it is actually paid.

Party A shall provide tax invoice to Party B. Party A shall provide invoice to Party B a week before the date when Party B shall pay the monthly rental, and shall serve the invoice to Party B in the manner and to the place provided in Article 18 of this Supplemental Agreement or to B’s financial office in Shenzhen, and signed and received by Party B. Otherwise, Party B is entitled to delay the payment of rental.

(II)Lease deposit. From April 21^st, 2015 to December 31^st 2015, the lease deposit is RMB 500,000.00 (RMB five hundred thousand), which has been already paid by Party B to Party A. From January 1^st, 2016, the lease deposit is RMB 1,074,604.68 (RMB one million seventy-four thousand six hundred and four point sixty-eight cents), which shall be paid by Party B to Party A before January 1^st, 2016, paying the difference between RMB 500,000.00 (RMB five hundred thousand) in an amount of RMB 574,604.68 (five hundred and seventy-four thousand six hundred and four point sixty-eight cents), on the basis of the. Party A shall issue the receipt to Party B upon receiving the lease deposit.

(III) Party B shall transfer rental and lease deposit to Party A’s bank account below. In case of any change of Party A’s bank account information, Party A shall notify Party B in written form, or Party A shall be on its own responsibility for the delay of rental payment or other losses hereby suffered.

Bank: Shenzhen central area sub-branch, China Everbright Bank

Account Owner: Shenzhen Fangdao Technology Co. Ltd.

Bank Account: 78170188000066388

The parties shall confirm that they have gone through the delivery formalities on April 21^st, 2015, the starting date of lease, and Party B shall confirm that the premises are in good condition for use on that date. Within the term of the lease, Party A shall bear the liability for any injury caused to a third party or parties due to the quality problem of the premises, and the risk of damage or loss due to force majeure or accidents, or.

(I) The parties hereby agree that, within the term of the lease, Party B (including the real estate management company that Party B may choose) shall be responsible for the management and service of the premises ( whose ownership certificate numbers are Shenzhen Fang Di Zi No. 3000685477 and Shenzhen Fang Di Zi No. 3000684436. If Party B chooses to consign such management to a real estate management company, Party B has full freedom to choose a company, provided that Party B ensures the chosen company will abide by provisions of such service, maintenance, repair, and replacement in this Supplemental Agreement.

(II) Within the term of the lease, fees for parking at the leased premises are included in the rental. Party B shall distribute parking place to all lessees in Wanli Industry Building for free use and may reasonably add more if there is necessity.

(III) Within the term of the lease, the real estate management fee and any other fees payable by II-VI Technology (Shenzhen) Ltd (“II-VI”) shall be determined by II-VI and Party B through negotiation, and it has not relation to Party A. The real estate management fee payable by Hong Kong Kangsheng Co. Ltd Shenzhen Office (“Kangsheng”) is determined pursuant to the Service Agreement (Appendix 3, 2 pages in total) made by Party A and Party B in July 2014.

 

(IV) Within the term of the lease, Party A and Party B shall sign a real estate management service agreement with respect to actual leased and used area, except the area (not including floor 2) leased by Party B, II-VI, and Kangsheng, and agree as follows:

Note: Service items include compulsory items and optional items. Party A shall determine its choice of service items before use, and list those items into real estate management service agreement entered into by the two parties.

    

Bank: Shenzhen Science and Technology Park Sub-Branch, Agricultural Bank of China

Account Owner: Oclaro Technology (Shenzhen) Ltd.

Bank Account: 4100 3200 0400 1033 5

Party B shall confirm that the use condition of water, electricity, telephone and internet has meet the requirements of party B's use of the premises on the lease commencement date. During the use of the premises, in respect of party B application to relevant departments for the installation of water and electricity facilities, telephone and Internet, Party A shall assist party B and according to Party B’s requirement to go through the application formalities to relevant authorities so as to ensure the condition of the premises is in compliance with the use requirements of party B. Fees and expenses, resulting from the installation, if possible, should be directly paid by Party B to the relevant charging authorities. Where Party B cannot pay directly, Party A shall pay on behalf of Party B after Party B has made such payment to Party A.

(I) Party A shall ensure that the safety of the main structure of the premises complies with the relevant laws and regulations, and shall be responsible for repair and expense thereof for the wear and tear of the main structure of the premises.

(II) As a party providing property service, Party B shall be responsible for the repair and maintenance of facilities of lightning protection, firefighting, air conditioning, elevators, water supply, power supply, internet network and related ancillary facilities and equipment within the scope of property service of the premises and the relevant expenses. Party B’s repair responsibilities do not include the damage to or loss incurred from the premises and its facilities due to force majeure or contingency.

(III) Where Party B is responsible for any repair and maintenance of facilities and equipment, and normal use cannot be achieved through such repair and maintenance (Party B shall give a written notice to Party A in advance), Party B shall carry out replacement and bear the relevant expenses. Such replacement shall be owned by Party A, not including the facilities or equipment that can be removed by Party B as prescribed in Article 16 (2). When air condition hosts and elevator hosts cannot be repaired or maintained for normal use, a legal appraisal institution should be hired to determine the responsible party. If such situation is caused by Party B’s improper operation and management, Party B shall bear the expenses of replacement and appraisal. The replaced air condition hosts and elevator hosts shall be owned to Party A. If such situation occurs due to wear and tear, Party A shall bear the appraisal expense, and Party B shall pay for the replacement. The replaced air condition hosts and elevator hosts shall be regarded as Party B’s assets, which can be removed by Party B after the expiration of the lease. If Party A intents to purchase such hosts then, the both parties shall negotiate otherwise.

(IV) During the lease term, where Party A is responsible for any repair and maintenance, Party A shall carry out the repair, maintenance, and replacement within the time period under this Article after the receipt of Party B’s written notice. If Party A believes such situation is beyond its scope of repair and maintenance, it shall notify Party B in writing within 24 hours after receiving the notice from Party B. If Party A fails to give a notice, and fails to repair and maintain, Party B may repair and maintain on its own, and a legal appraisal institution should be hired to determine the responsible party. The repair and maintenance costs, appraisal costs thereof and losses caused to Party B shall be borne by the responsible party.

During the lease term, with a written consent of Party A, Party B may register such written consent at the Housing Lease Management Office, provided that sublease period shall not exceed the term of this Supplemental Contract. Party A may not deliberately refuse to give written consent.

 

Party B and II-VI may negotiate for mutual sublease subject to business needs without Party A's written consent, provided that details of such shall be notified to Party A in writing.

Party A and other lessees shall handle general waste, construction waste, and hazardous waste (including chemicals and biohazard, inflammable, explosive and radioactive waste, and other waste), which needs special disposal by themselves in accordance with relevant laws and regulations.

Provided that Party A violates any statement and guarantee aforesaid, or makes any misrepresentation, which caused the premises to be no longer used by Party B or frustrate the purpose of conclusion of rental contract, Party B is entitled to notify Party A to make corrections within 30 days in writing. If Party A fails to do so within aforesaid time period, Party B is entitled to rescind contract unilaterally, and Party A shall refund all lease deposit to Party B and compensate an equal amount.

If Party B violates the conditions aforesaid, which causes Party A unable to continue to rent the premises or frustrate the purpose of concluding contract and suffer administrative punishment from competent administrative department or property damages, Party A is entitled to notify Party B in writing for rectification within 30 days. If Party B fails to make rectification within time period aforesaid, Party A is entitled to unilaterally rescind lease without refunding the deposit.

During the lease term, in case of the force majeure or contingency which result in the impossibility of performance of the lease contract, the incompetent party shall promptly notify the other party of the force majeure in writing and terminate this contract without bearing liability for breach of contract.

(1) Party A breaches provisions of the Lease Contract and fails to assume the duties of repair or pay the repair expenses, causing Party B unable to continue to use premises or frustrate the purpose of concluding the Lease Contract.

(2) Party A reconstructs, expands, or decorates the premises (except for the seventh floor of the Wanli building) without the consent of Party B or the permission of relevant departments.

When Party B unilaterally terminates the Lease Contract according to circumstances above, Party A shall refund all lease deposit and compensate an equal amount. If Party B decides not to terminate the Lease Contract, Party A shall compensate Party B for all damages caused therefrom and penalty equal to deposit (whichever is larger).

(1)Where Party B conducts illegal activities in the premises;

(2)Where Party B engages in production and operation activities which contaminate the environment and pose potential safety hazard on the premises.

(3)Where Party B violates provisions of the Lease Contract and fails to assume the duties of repair or pay the repair expenses, causing Party A unable to continue to rent out the premises or frustrate the purpose of concluding lease contract.

(4)Where Party B adds facilities or decorates without written consent of Party A, causing main structure of the premises, original facilities and relevant ancillary facilities suffer from destruction, alteration, damage, and loss.

If Party A unilaterally terminates the Lease Contract according to circumstances above, Party A shall not refund lease deposit to Party B. When Party A decides not to terminate the lease, Party B shall compensate Party A for all damages caused therefrom and penalty equal to deposit (whichever is larger).

The Contract and Supplementary Agreement shall be effective upon the executive of Party A and Party B. Where Party A fails to perform the Contract and Supplementary Agreement, it shall pay double the

lease deposit specified in Article 4. Where Party B fails to perform this Contract and Supplementary Agreement, Party A is entitled to retain the lease deposit specified in Article 4.

Besides complying with the provisions on breach of contract specified in the Lease Contract, when any party violates terms and conditions of this Contract and causes damage to the other party therefore, the breaching party shall compensate the other party for all the losses caused, including the loss resulting from reliance of this Contract.

Any document between two parties shall be in writing. Besides direct delivery, all documents shall be delivered by mail to the addresses below. In case of any address change of any party without notifying the other party, delivering to the original address shall be regarded as fulfillment of duty of notice.

Addressee: Shenzhen Fangdao Technology Co., Ltd

Address: Room 266, Floor 2 East, Building 211, Chegong Temple Tairan Industry Park,

Futian District, Shenzhen City, Guangdong Province

Postal Code: 518000   

Addressee: General Manager of Oclaro Technology (Shenzhen) Co., Ltd.

Address: Phoenix Road 2, Futian Free Trade Zone, Shenzhen, Guangdong Province

Postal Code: 518000

 

Representative: /s/ Peng Wushang

Signing Date: April 21, 2015

Representative: /s/ Nicholas James Gronow

Signing Date: April 21, 2015