Exhibit 2.1

PROJECT RADIANCE

PRIME WORLD INTERNATIONAL HOLDINGS LTD.

AND

APPLIED OPTOELECTRONICS INC.

AND

YUHAN OPTOELECTRONIC TECHNOLOGY (SHANGHAI) CO., LTD.

(裕汉光电子科技(上海)有限公司)

AGREEMENT FOR THE SALE AND PURCHASE OF

A NEW COMPANY TO BE ESTABLISHED IN HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA

* Certain information has been excluded from this exhibit because it is both immaterial and competitively harmful if publicly disclosed. Where applicable, omissions have been marked “[***]”.

CONTENTS

Agreed Form Documents

THIS AGREEMENT (this “Agreement”) is made on _____________ 2022 (the “Execution Date”)

BETWEEN:

The Seller, the Buyer and AOI will be hereinafter jointly referred to as the “Parties” and individually as a “Party”.

RECITALS:

THE PARTIES AGREE as follows:

1.       INTERPRETATION

“Additional Consideration” has the meaning given to it in paragraph 5 of Schedule 8;

“Affiliate” means, in relation to a person, any other person which, directly or indirectly, controls, is controlled by or is under the common control of the first-mentioned person, where “control” means the ownership, directly or indirectly, of more than fifty per cent (50%) of the voting shares, registered capital or other equity interest of the relevant person, or the power to appoint or elect a majority of the directors, or otherwise to direct the management of the relevant person;

“Ancillary Agreements” means the following documents, each in the agreed form, to be entered into by and between AOI, the Seller, the Subsidiary and the Buyer (as the case may be): (1) trademark license agreement, (2) technology cross-license agreement, (3) supply agreement, (4) contract manufacturing agreement; and (5) any other document referred to in this Agreement;

“AOI Stockholder Approval” has the meaning given to it in clause 4.1(3);

“Applicable Laws” means all applicable statutes and laws, and orders and regulations of any Governmental Authority;

“Branch” means Prime World International Holdings Ltd., Taiwan Branch (英属维尔 京群岛商祥茂光电科技股份有限公司台湾分公司), the branch of Prime World set up in Taiwan whose registered office is at No.18, Gong 4th Rd., Gong-er Industrial Park, Linkou Dist., New Taipei City 24452, Taiwan;

“Business” means the business and operations conducted and operated by the Group prior to Completion;

“Business Day” means any day (other than a Saturday or Sunday or public holiday) on which banks are open for the transaction of normal business in the PRC, Hong Kong and the United States;

“Buyer’s Breakup Fee” means an amount equal to 1% or 2% of the Consideration, pursuant to clause 2.4(1), as the case may be;

“Buyer’s Group” means the Buyer, its ultimate parent undertaking and their respective subsidiary undertakings from time to time and includes, for the avoidance of doubt, each Target Group Company after Completion and “member of the Buyer’s Group” shall be construed accordingly;

“Buyer’s Warranty” means a statement contained in Schedule 5 and “Buyer’s Warranties” means all those statements;

“CATV Business” means the production, sales, aftermarket business, research and development of CATV Products of a similar nature to, and that directly compete with, the CATV Products sold by the Seller’s Group as at the date of this Agreement;

“CATV Products” means the networking products provided by the Group primarily for the market of cable television;

“CFIUS” means the Committee on Foreign Investment in the United States, or any member agency thereof acting in such capacity;

“CFIUS Approval” means that one of the following conditions has been met in response to the filing of a Notice by the parties hereto, namely, AOI, the Seller and the Buyer have received written notice from CFIUS that CFIUS: (a) has concluded that the Transaction is not a “covered transaction” and not subject to review under the DPA; or (b) has completed all action under the DPA with respect to the Transaction;

“CFIUS Notice” means a notice to CFIUS filed pursuant to the DPA, including implementing regulations with respect to the Transaction;

“Claim” means a claim by the Buyer under or pursuant to the provisions of this Agreement;

“Conditions Precedent” has the meaning given to it in clause 4.1;

“Company” means a company to be established by the Seller in Hong Kong immediately upon the Execution Date pursuant to the Reorganization Plan;

“Completion” means completion of the sale and purchase of the Shares in accordance with this Agreement;

“Completion Date” means the date which is five (5) Business Days after the date on which the last of the Conditions Precedent is satisfied or waived in accordance with clause 4 but in any event not later than the Long Stop Date;

“Consideration” means, collectively, the Initial Consideration and the Additional Consideration; provided, that, for the purpose of calculation of the relevant amounts under clauses 2.3, 2.4, 2.5 and 11.4, the Consideration shall be deemed as US$ 150,000,000;

“Data Room” means the virtual data room hosted by Intralinks and operated by the Seller containing documents and information relating to the Business made available by the Seller to the Buyer as at 5 p.m. on 11 April 2022 (PRC time), the contents of which are contained in a USB storage flash drive in duplicate and delivered to the Seller and the Buyer within five (5) Business Days after the Execution Date;

“Deal Prohibition” has the meaning given to it in clause 10.4;

“DGCL” means the General Corporation Law of the State of Delaware, as amended;

“Distribution Products” has the meaning given to it in clause 9.7; “Distribution Territory” has the meaning given to it in clause 9.7;

“DPA” means Section 721 of the U.S. Defense Production Act of 1950, as amended, including implementing regulations;

“Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party right or interest, other encumbrance or security interest of any kind, or another type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect;

“Financial Statements” has the meaning given to it in Schedule 4;

“Force Majeure Event” means war, insurrection, riot or act of terrorism, lightning, earthquake, fire, flood, storm or extreme weather condition, or other events mutually agreed between the Parties from time to time; provided that in each case: (i) the occurrence of the relevant event or circumstance is beyond the reasonable control of the Party claiming Force Majeure Event; (ii) the occurrence of the relevant event or circumstance could not reasonably have been foreseen by the Party claiming Force Majeure Event at the Execution Date; and (iii) the effects of the relevant event or circumstance could not reasonably have been avoided or overcome by the Party claiming Force Majeure Event. For the avoidance of doubt, a Party’s own lack of funds will not constitute “Force Majeure Event” in respect of such Party;

“Fraud” means an intentional fraud under Applicable Laws with respect to the making of the representations and warranties in this Agreement, with the intention to deceive or mislead any other party;

“Governmental Authority” means any transnational, national or foreign federal, state, provincial, municipal or local government (including any subdivision, court, administrative agency, regulatory body (including any securities exchange) or commission or other authority thereof), or any quasi-governmental or private body exercising any regulatory, importing or other governmental or quasi-governmental authority;

“Group” means the Group Companies, taken as a whole;

“Group Companies” means the Company, the Subsidiary and the Branch, and “Group Company” means any one of them;

“HKIAC” has the meaning given to it in clause 12.13(2);

“HK Stamp Duty” has the meaning given to it in clause 12.5(2);

“Hong Kong” means Hong Kong Special Administrative Region of the People's Republic of China;

“Initial Consideration” has the meaning given to it in clause 2.2(1);

“Intellectual Property” means all of the following anywhere in the world: (a) all patents and applications for patents; (b) all copyrights and copyright registrations; (c) all trade dress and trade names, logos, internet addresses and domain names, social media addresses and handles, trademarks and service marks and related registrations and applications and any renewals or extensions, all other indicia of commercial source or origin and all goodwill associated with any of the foregoing; (d) rights of publicity; (e) all inventions, technology, recipes, trade secrets, processes and techniques; and (f) other intellectual property or similar proprietary rights;

“Issuing Bank” has the meaning given to it in clause 2.3;

“Leakage Claim” has the meaning given to it in clause 3.2;

“Letter of Credit” has the meaning given to it in clause 2.3;

“Locked Box Account” means the individual management accounts income statement and the management accounts individual balance sheet of each Target Group Company for the fiscal year ended on the Locked Box Date;

“Locked Box Date” means 31 December 2020;

“Long Stop Date” means the date falling nine (9) months after the CFIUS Notice has been filed or such later date as the Seller may agree from time to time;

“Losses” means all losses, liabilities, costs (including without limitation lawyers’ and other experts’ and consultants’ fees), charges, expenses, actions, proceedings, claims and demands;

“Multi-OSA Business” means the production, sales, aftermarket business, research and development of Multi-OSA of a similar nature to, and that directly compete with, the Multi-OSA sold by the Group for the data center, access network (fiber to the x) and wireless telecommunication applications as at the date of this Agreement;

“NDA” means the non-disclosure agreement dated 28 May 2021 between AOI and Shanghai Shunmao InfoTech Co., Ltd ( 上 海 舜 茂 信 息 科 技 有 限 公 司 ), the sole shareholder of the Buyer;

“Permitted Leakage” means a payment set out in Schedule 2;

“PRC” means the People’s Republic of China and solely for the purposes of this Agreement, excluding Hong Kong, Macau, and Taiwan;

“Privileged Communications” has the meaning given to it in clause 12.11;

“Reorganization” means the reorganization of the Group, resulting in the structure of the Group as set forth in Schedule 6 hereto;

“Reorganization Plan” mean the steps plan for the Reorganization set out in Schedule 6;

“Representative” of any person means such person’s directors, managers, officers, employees, agents, attorneys, consultants, financial, tax, and other professional advisors, shareholders, members, partners, or other representatives of such person;

“Rules” has the meaning given to it in clause 12.13(2);

“SAMR” means the State Administration for Market Regulation of the PRC or its competent local branch;

“Seller’s Bank Account” means the following bank wire instructions for the Seller:

Name of beneficiary: PRIME WORLD INTERNATIONAL HOLDINGS LTD

Account number: 1440002464008

Bank SWIFT code: BRBTUS33

ABA number: 111017694

Name of bank: Truist Bank

Address of bank: 214 N. Tryon St, Charlotte, NC, United States;

“Seller’s Breakup Fee” means an amount equal to 2% of the Consideration;

“Seller’s Counsels” means King & Wood Mallesons and Perkins Coie LLP;

“Seller’s Group” means the Seller, its ultimate parent undertaking and their respective subsidiary undertakings from time to time, and “member of the Seller’s Group” shall be construed accordingly;

“Seller’s knowledge” means the actual knowledge of Thompson Lin, Stefan Murry, Fred Chang, Shu-Hua (Joshua) Yeh, David C. Kuo and their direct reports who have responsibility for the applicable subject matter;

“Seller’s Warranty” means a statement contained in Schedule 4 and “Seller’s Warranties” means all those statements;

“SEC” has the meaning given to it in clause 4.7(1);

“Shares” means the whole of the allotted and issued share capital of the Company;

“Sub-Assembly Products” means such components in optical modules used for the data center, access network (fiber to the x) and wireless communication applications which are inclusive of the following:

“Subsidiary” means Global Technology Co., Ltd. (宁波环球广电科技有限公司), a company incorporated in the PRC whose registered office is at No.88 Qiushi Road, Wangchun Industrial Park, Haishu District, Ningbo, Zhejiang Province;

“Subsidiary CATV Revenue” has the meaning given to it in clause 10.4;

“Target Group” means the Target Group Companies, taken as a whole;

“Target Group Companies” means the Company and the Subsidiary, and “Target Group Company” means any one of them;

“Tax” means any form of taxation, levy, duty, charge, contribution, or withholding of whatever nature (including any related fine, penalty, surcharge or interest) imposed, collected or assessed by, or payable to, any national, provincial, municipal or local government or other authority, body or official anywhere in the world exercising a fiscal, revenue, customs or excise function;

“Technology Cross-License Agreement” has the meaning given to it in clause 9.2;

“Third Party Claim” means a claim, demand, allegation, suggestion, implication or any other form of request or complaint by a third party;

“Total CATV Revenue” has the meaning given to it in clause 10.4;

“Transaction” means the sale and purchase of the Shares pursuant to this Agreement and other transactions contemplated under other Transaction Documents;

“Transaction Documents” means this Agreement and the Ancillary Agreements;

“Transceiver Business” means the production, sales, aftermarket business, research and development of Transceivers Products of a similar nature to, and that directly compete with, the Transceivers Products sold by the Group as at the date of this Agreement; for the avoidance of doubt, the “Transceiver Business” shall not be deemed to include the Seller’s Group’s CATV Business;

“Transceivers Products” means optical modules excluding Sub-Assembly Products, combining both transmit and receive functions used in digital transmission of data for the internet data center, telecom and fiber-to-the home industry;

“Transferred Patents” means the Sub-Assembly Products and the Transceivers Products related patents and applications for patents owned or registered by AOI and Prime World as of the Execution Date as listed on Schedule 7;

“U.S.” means the United States of America; and

“US Dollar” or “US$” means the lawful currency of the United States of America.

Subject to the Conditions Precedent being satisfied or waived in accordance with this Agreement and any other relevant terms and conditions hereof, the Seller agrees to sell, and the Buyer agrees to buy the Shares and each right (including, without limitation, the right to receive all dividends, distributions or any return of capital declared, paid or made by the Company) attaching to the Shares at or after Completion, free of any Encumbrance.

The purchase price payable by the Buyer to the Seller for the Shares (including for the avoidance of doubt any interest accrued under its respective terms until Completion) shall be the aggregate of the following amounts, and shall be payable by the Buyer to the Seller in US Dollars:

provided, that, in the event the total sum of the Related ARs settled in accordance with paragraph (i) above, the proceeds of the Capital Contribution and the Subsidiary’s other cash resources are not sufficient for repayment of the Subsidiary Borrowings, the Seller shall pay, or procure payment of, such amount equal to the shortfall to the Subsidiary, by way of shareholder loan(s), to fund repayment of the Subsidiary Borrowings (the “Shareholder Loan”);

As soon as possible, and in any event no later than four (4) months after the Execution Date, the Buyer shall deliver to the Seller an irrevocable and unconditional standby letter of credit (the “Letter of Credit”) in a form reasonably satisfactory to the Seller and the Buyer issued by Agricultural Bank of China or Bank of China (the “Issuing Bank”) in an amount not less than 2% of the Consideration in favour of the Seller. For the avoidance of doubt, the form of the Letter of Credit should be agreed between the Parties before Execution Date. In the event and to the extent that the Buyer fails to pay the Buyer’s Breakup Fee in accordance with clause 2.4, and upon presentation by the Seller to the Issuing Bank of documentation in compliance with the terms of the Letter of Credit, the Issuing Bank shall (and the Buyer shall procure the Issuing Bank to) unconditionally pay to the Seller any unpaid amount of the Buyer’s Breakup Fee in US Dollars in immediately available funds for same day value to the Seller’s Bank Account. In addition, the Seller shall have the right to terminate this Agreement by giving the Buyer a written notice if the Buyer has failed to complete its obligations under this clause 2.3 to deliver to the Seller the Letter of Credit within four (4) months after the Execution Date.

The Buyer shall pay the Buyer’s Breakup Fee to the Seller’s Bank Account:

The Seller shall pay the Seller’s Breakup Fee in an amount equal to 2% of the Consideration to the designated bank account of the Buyer upon the termination of this Agreement by the Buyer pursuant to clause 5.4(2).

4.       CONDITIONS

provided that nothing in this clause 4.5 shall require the Buyer to disclose to the Seller any information which is commercially sensitive in respect of the business and operations of the Buyer’s Group.

any employee, director, agent, officer or adviser of the Seller or any Affiliate of or adviser to the Seller on whom it may have relied before agreeing to any term of, or entering into, this Agreement or any other agreement or document referred to herein.

the Buyer shall not be entitled to rescind this Agreement or treat this Agreement as terminated but (without prejudice to clause 3.2 in respect of a breach of clause 3.1) shall only be entitled to claim damages in respect of such matter and, accordingly, the Buyer waives all and any rights of rescission it may have in respect of any such matter (howsoever arising or deemed to arise), other than any such rights arising in respect of fraud of a Seller.

The Seller is not liable for a Claim unless the Buyer has notified the Seller in writing of the Claim on or before the date which is twelve (12) months after the Completion Date.

The Seller shall not be liable under this Agreement in respect of any Claim unless and until the amount in respect of all Claims exceeds US$350,000.00, in which case the Seller shall be liable in respect of the total aggregated amounts (subject to clause 11.4) and not the excess only.

The Seller’s maximum aggregate liability in respect of the Losses of all Claims under or in connection with this Agreement (excluding, for the avoidance of doubt, any Leakage Claim which shall be subject to US Dollar for US Dollar reimbursement provided under clause 3.2) shall not exceed an amount equal to 3% of the Consideration.

If the Buyer becomes aware of any fact, matter or circumstance that may give rise to a Claim, the Buyer shall within sixty (60) days give notice in writing to the Seller setting out such information as is available to the Buyer as is reasonably necessary to enable the Seller to assess the merits of the potential Claim, to act to preserve evidence and to make such provision as the Seller may consider necessary. If the Buyer fails to give such notice, the Buyer shall not be entitled to make the relevant Claim under this Agreement.

Notices of Claims shall be given by the Buyer to the Seller within the time limit specified in clause 11.2 and shall not be valid unless they specify reasonable details in relation to the legal and factual basis of the claim and the evidence on which the Buyer relies and setting out the Buyer’s estimate of the amount of Losses which are, or are to be, the subject of the Claim.

A Claim notified in accordance with clause 11.2 and not satisfied, settled or withdrawn is unenforceable against the Seller on the expiry of the period of six (6) months starting on the day of notification of the Claim, unless proceedings in respect of the Claim have been properly issued and validly served on the Seller.

The Seller shall not be liable under this Agreement in respect of any liability that is contingent unless such contingent liability is a direct cause of action and becomes an actual liability.

In connection with any matter or circumstance that may give rise to a Claim against the Seller under this Agreement and subject to any Applicable Laws and confidentiality obligations of the Target Group Companies owed to any of their clients,, the Buyer shall allow, and shall procure that the Target Group allow, the Seller and its financial, accounting or legal advisers: (i) to investigate the matter or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such Claim; and (ii) to access premises and personnel, and examine and copy or photograph any assets, accounts, documents and records, of the relevant Target Group Company.

If the Buyer becomes aware of any Third Party Claim against any Target Group Company with respect to any Losses arising out of or relating to any event in, condition of, practice of or operation of the Business prior to the Completion, then:

The Seller shall not be liable under this Agreement or in respect of a Claim for any consequential, exemplary, punitive, special, indirect or incidental damages, or any multiple of damages, including, without limitation, loss of profits or revenue.

The Buyer is not entitled to recover more than once in respect of any one matter giving rise to a Claim.

The Buyer shall procure that reasonable steps are taken and reasonable assistance is given to avoid or mitigate any Losses that in the absence of mitigation might give rise to or enhance a liability in respect of any claim under this Agreement.

AOI covenants with the Buyer that it shall be jointly and severally liable with the Seller under this Agreement in the event of the Seller's failure, refusal or negligence to perform its obligations hereunder.

This Agreement shall be legally binding with full force and effect upon the Execution Date hereof.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each Party.

If any provision of this Agreement or other Transaction Documents should be or become fully or partially invalid, illegal or unenforceable in any respect for any reason whatsoever, the validity, legality and enforceability of the remaining provisions of this Agreement or other Transaction Documents shall not in any way be affected or impaired thereby.

Except as otherwise expressly provided in this Agreement, neither Party may without the prior written consent of the others, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement.

The Buyer shall procure that all monies payable to the Seller under or pursuant to this Agreement shall be paid in USD and in full without any deduction, set-off or counterclaim whatsoever and the Buyer irrevocably waives any right to set-off or counterclaim against, or deduct from any monies owed to it by the Seller.

The Buyer further agrees that, as to all communications among (i) the Seller’s Counsels and (ii) the Seller and its Affiliates, including the Group Companies, that relate in any way to the Transaction (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence belongs to the Seller and may be controlled by the Seller and shall not pass to or be claimed by the Buyer or any of the Target Group Companies. The Privileged Communications are the property of the Seller, and from and after the Completion Date, none of the Buyer, the Target Group Companies, or any person purporting to act on behalf of or through the Buyer or the Target Group Companies will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications prior to the Completion Date, the Buyer, the Target Group Companies, and each of their respective Affiliates, successors or assigns, further agree that no such Party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Completion Date. The Privileged Communications may be used by the Seller in connection with any dispute that relates in any way to the Transaction contemplated by this Agreement, including in any Claim brought by the Buyer. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Target Group Companies and a third party (other than a Party to this Agreement or any of their respective Affiliates) after the Completion Date, the Target Group Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by the Seller’s Counsels to such third party; provided, however, that none of the Target Group Companies may waive such privilege without the prior written consent of the Seller.

This Agreement is written in English. If this Agreement is translated into another language, the English version shall prevail.

This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which together evidence the same agreement.

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SCHEDULE 2 

PERMITTED LEAKAGES 

SCHEDULE 3

COMPLETION REQUIREMENTS

At Completion, the Seller shall deliver or make available to the Buyer evidence that the Seller is authorized to execute this Agreement.

In addition, on or before the Completion, the Seller shall deliver or make available to the company secretary of the Company an instrument of transfer duly executed by the Seller, and a sold note duly executed by the Seller, in respect of the Shares, with a scanned copy sending to the Buyer.

At Completion, the Buyer shall:

In addition, on or before the Completion, the Buyer shall deliver or make available to the company secretary of the Company an instrument of transfer duly executed by the Buyer, and a bought note duly executed by the Buyer, in respect of the Shares, with a scanned copy sending to the Seller.

On Completion, upon satisfaction by the Buyer of its obligations under paragraph 1.2 above and the receipt of the Initial Consideration by the Seller, the Seller shall deliver (or procure the delivery) to the Buyer:

approving:

SCHEDULE 4 

SELLER’S WARRANTIES 

Each of the Seller and the Target Group Company validly exists and is a company duly incorporated under Applicable Laws.

This Agreement has been duly executed and delivered by the Seller and constitutes valid and binding obligations of the Seller enforceable in accordance with its terms.

As of the Completion Date, the Seller is the sole legal and beneficial owner of the Shares and has good and valid title, free and clear of Encumbrances, to all the Shares.

To the Seller’s knowledge, except as fairly disclosed in the Data Room, the Target Group has not received written notice from any Governmental Authority that it is in violation of, or in default with respect to, any statute, regulation, order, decree or judgment of any court or Governmental Authority of the jurisdiction in which it is incorporated, where such violation or default would have a material adverse effect on the assets or financial position of the relevant Target Group Company.

To the Seller’s knowledge, no order of any Governmental Authority has been made, petition presented, resolution passed or meeting of creditors convened for the winding up or bankruptcy (or other process whereby any Target Group Company is dissolved and, in connection therewith, the assets of any Target Group Company concerned are distributed amongst the creditors and/or shareholders or investors of each Target Group Company), and there are no cases or proceedings under any applicable insolvency, reorganization or similar laws in the PRC pending against any Target Group Company.

Except as disclosed in the Data Room, to the Seller’s knowledge, each Target Group Company has filed all material Tax returns that are required to be filed and has withheld (if required) or paid all Taxes required to be paid in the relevant jurisdictions.

Each Target Group Company owns or has the right to use each asset necessary for the operation of its business as conducted on the Execution Date.

The properties disclosed in the Data Room comprise all of the land, buildings, structures and premises (including land use rights and building ownership rights) owned, leased, occupied or used by, or in the possession of the Target Group.

All Intellectual Property registered or applied for by the Target Group Companies are owned either legally or beneficially by the Target Group Companies free and clear of any Encumbrances.

SCHEDULE 5 

BUYER’S WARRANTIES

The Buyer validly exists and is a company duly incorporated under Applicable Laws.

The Buyer has taken or will have taken by Completion all corporate action required by it to authorize it to enter into and perform its obligations under this Agreement, and any other documents to be executed by it pursuant to or in connection with this Agreement.

This Agreement has been duly executed and delivered by the Buyer, and constitutes valid and binding obligations of the Buyer enforceable in accordance with its terms.

The Buyer has available to it, and will have available to it at Completion, sufficient, readily and unconditionally available funds to pay the Consideration and all other amounts payable by the Buyer pursuant to the terms of this Agreement.

The Buyer is not insolvent or unable to pay its debts as they fall due and will not become insolvent. No order has been made, petition or application presented, resolution passed or meeting convened for the purpose of winding up the Buyer or whereby the assets of the Buyer are to be distributed to creditors or shareholders or other contributories of the Buyer. No administrator, receiver or statutory manager has been appointed in respect of the whole or part of the assets and undertakings of the Buyer.

None of the directors, officers, employees, agents or financial, accounting or legal advisers of the Buyer or any member of the Buyer’s Group involved in negotiating the Transaction is aware of any facts, matters or circumstances which could reasonably be expected to give rise to a claim being made against the Seller for breach of this Agreement.

SCHEDULE 6 

REORGANIZATION PLAN 

Once clauses 2 to 4 are completed, the shareholding structure of the Group will be as follows:

 

Title of Invention	Owner	Country (Jurisdiction)	Legal Status	Appln.No.	Filing Date	Pat. / Serial No.	Patent Issue Date
METHOD AND SYSTEM FOR ALIGNMENT OF PHOTODETECTOR ARRAY TO OPTICAL DEMULTIPLEXER OUTPUTS	AOI	US	Issued	14/465240	8/21/2014	9,225,428 B1	12/29/2015
MONITORING AND CONTROLLING TEMPERATURE ACROSS A LASER ARRAY IN A TRANSMITTER OPTICAL SUBASSEMBLY (TOSA) PACKAGE	AOI	US	Issued	14/295459	6/4/2014	9964720	5/8/2018
光传输次组件及其制造方法 TRANSMITTING OPTICAL SUB-ASSEMBLY AND MANUFACTURE METHOD THEREOF	AOI	CN	Issued	201410465636.3	9/12/2014	105403967B	6/23/2017
TRANSMITTING OPTICAL SUB-ASSEMBLY AND MANUFACTURE METHOD THEREOF	AOI	TW	Issued	103131635	9/12/2014	I510832	12/1/2015
光接收次组件与其制造方法 RECEIVING OPTICAL SUB-ASSEMBLY AND MANUFACTURE METHOD THEREOF	AOI	CN	Issued	201410466751.2	9/12/2014	105467532B	6/13/2017
RECEIVING OPTICAL SUB-ASSEMBLY AND MANUFACTURE METHOD THEREOF	AOI	TW	Issued	103131634	9/12/2014		9/1/2015
双向光传输次组件 BIDIRECTIONAL OPTICAL SUB-ASSEMBLY	AOI	CN	Issued	201410381725	2014/8/5	105334589	3/1/2017
BIDIRECTIONAL OPTICAL SUB-ASSEMBLY	AOI	TW	Issued	103129053	8/22/2014	I498619	42248
COAXIAL TRANSMITTER OPTICAL SUBASSEMBLY (TOSA) INCLUDING BALL LENS	AOI	US	Issued	15/073,309	3/17/2016	10197751	2/5/2019
具有长方体型 TO 激光器封装的同轴光发射次模块（TOSA）及包括其的光收发器 COAXIAL TRANSMITTER OPTICAL SUBASSEMBLY (TOSA) WITH CUBOID TYPE TO LASER PA CKAGE AND OPTICAL TRANSCEIVER INCLUDING SAME (BASED ON PCT APPLICATION NO. PCT/US16/33759)	AOI	CN	Issued	201680037661.9	12/26/2017	107852244	6/23/2020
COAXIAL TRANSMITTER OPTICAL SUBASSEMBLY (TOSA) WITH CUBOID TYPE TO LASER PACKAGE AND OPTICAL TRANSCEIVER INCLUDING SAME	AOI	US	Issued	14/720,336	5/22/2015	9614620	4/4/2017
COAXIAL TRANSMITTER OPTICAL SUBASSEMBLY (TOSA) WITH CUBOID TYPE TO LASER PACKAGE AND OPTICAL TRANSCEIVER INCLUDING SAME	AOI	US	Issued	15/576635	11/22/2017	10230471	3/12/2019
COAXIAL TRANSMITTER OPTICAL SUBASSEMBLY (TOSA) WITH AN OPTICAL FIBER COUPLING RECEPTACLE	AOI	CN	Issued	201780030670X	11/16/2018	109154703	10/16/2020
COAXIAL TRANSMITTER OPTICAL SUBASSEMBLY (TOSA) WITH AN OPTICAL FIBER COUPLING RECEPTACLE	AOI	US	Issued	15/073,322	3/17/2016	9804352	10/31/2017
ALIGNMENT CORRECTION FOR OPTICAL ISOLATOR IN A COAXIAL TRANSMITTER OPTICAL SUBASSEMBLY (TOSA)	AOI	US	Issued	15/073,342	3/17/2016	10180545	1/15/2019
LAYERED COAXIAL TRANSMITTER OPTICAL SUBASSEMBLIES WITH SUPPORT BRIDGE THEREBETWEEN	AOI	US	Issued	15/073,360	3/17/2016	9876576	1/23/2018