Exhibit 10.1

Execution Copy

SHARE PURCHASE AGREEMENT

T HIS S HARE P URCHASE A GREEMENT (this “ Agreement ”) is dated as of April 27, 2012, by and between NeoPhotonics Corporation, a Delaware corporation (the “ Company ”), and Open Joint Stock Company “RUSNANO” (Principal State Registration Number 1117799004333, with registered office at Prospect 60-letiya Oktyabrya 10a, 117036 Moscow, Russian Federation) (the “ Purchaser ”).

R ECITALS

A. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and Rule 506 of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the “ Commission ”) under the Securities Act.

B. The Purchaser wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, shares of the common stock (the “ Common Stock ”) of the Company.

C. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Rights Agreement, substantially in the form attached hereto as Exhibit A (the “ Rights Agreement ”), pursuant to which, among other things, the Company will agree to provide certain registration rights with respect to the Shares under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws.

N OW , T HEREFORE , in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1:

“ AAA ” has the meaning set forth in Section 6.9(b).

“ Action ” means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Company’s knowledge, threatened in writing (or otherwise) against the Company or its Material Subsidiaries or any of their respective properties or any officer, director or employee of the Company acting in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility.

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“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 144.

“ Agreement ” shall have the meaning ascribed to such term in the Preamble.

“ Closing ” means the closing of the purchase by the Purchaser and sale by the Company of Shares to the Purchaser pursuant to this Agreement on the Closing Date as provided in Section 2.1(a) hereof.

“ Closing Date ” means the date on which this Agreement has been executed and delivered by all parties hereto, unless on such date the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 (other than those to be satisfied at the Closing) shall not have been satisfied or waived, in which case the Closing Date shall be on the first (1 ^st ) Trading Day after the date on which the last to be satisfied or waived of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 (other than those to be satisfied at the Closing) shall have been satisfied or waived, but in any event a date no later than the Outside Date.

“ Commission ” shall mean the U.S. Securities and Exchange Commission.

“ Common Stock ” has the meaning set forth in the Recitals, and also includes any securities into which the Common Stock may hereafter be reclassified or changed.

“ Company Counsel ” means Cooley LLP.

“ Company Deliverables ” has the meaning set forth in Section 2.2(a).

“ Company Intellectual Property Rights ” has the meaning set forth in Section 3.1(n)(i).

“ Company Products or Business ” has the meaning set forth in Section 3.1(n)(i).

“ Contingent Obligation ” has the meaning set forth in Section 3.1(ff).

“ Control ” (including the terms “ controlling ”, “ controlled ” by or “ under common control with ”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Disclosure Materials ” has the meaning set forth in Section 3.1(g).

“ Dispute ” has the meaning set forth in Section 6.9(a).

“ DTC ” has the meaning set forth in Section 4.1(c).

“ Effective Date ” means the date on which the initial Registration Statement required by Section 2(a) of the Rights Agreement is first declared effective by the Commission.

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“ Environmental Laws ” has the meaning set forth in Section 3.1(hh).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ Existing Investors ” means the stockholders of the Company whose consent is required to waive certain registration rights under the Investors’ Rights Agreement as contemplated by the IRA Waiver.

“ Federal Law ” has the meaning set forth in Section 3.2(a)(ii).

“ GAAP ” means U.S. generally accepted accounting principles, as applied by the Company.

“ Hazardous Materials ” has the meaning set forth in Section 3.1(hh).

“ Indebtedness ” has the meaning set forth in Section 3.1(ff).

“ Initial Resolution Period ” has the meaning set forth in Section 6.9(a).

“ Insolvent ” has the meaning set forth in Section 3.1(k).

“ Intellectual Property Rights ” has the meaning set forth in Section 3.1(n)(i).

“ Investors’ Rights Agreement ” means that certain 2008 Investors’ Rights Agreement, dated as of May 14, 2008, by and among the Company and the parties listed therein.

“ IRA Waiver ” means the Waiver to the Investors’ Rights Agreement in the form attached hereto as Exhibit B .

“ Irrevocable Transfer Agent Instructions ” means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit C , executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.

“ Lien ” means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind.

“ Losses ” has the meaning set forth in Section 6.2(a).

“ Material Adverse Effect ” means a material adverse effect on the results of operations, assets, liabilities, business, or financial condition of the Company on a consolidated basis or a material adverse effect on the ability of the Company to perform its obligations under the Transaction Documents, except that any of the following, either alone or in combination, shall not be deemed a Material Adverse Effect: (i) effects caused by changes or circumstances affecting general market conditions in the U.S. economy or the global economy or which are generally applicable to the industry in which the Company operates, except to the extent that such changes or circumstances disproportionately affect the Company and its Material Subsidiaries, (ii) effects resulting from or relating to the announcement or disclosure of the sale

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of the Shares or other transactions contemplated by this Agreement, or (iii) effects directly caused by or resulting from the Company’s compliance with Section 6(e) of the Rights Agreement.

“ Material Contract ” means any contract of the Company or any of its Material Subsidiaries that has been filed or was required to have been filed as an exhibit to the SEC Reports pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

“ Material Permits ” has the meaning set forth in Section 3.1(aa).

“ Money Laundering ” has the meaning set forth in Section 3.1(ll).

“ Material Subsidiary(ies) ” means NeoPhotonics (China) Co., Ltd. and NeoPhotonics Corporation Limited.

“ New York Courts ” means the state and federal courts sitting in the City of New York, Borough of Manhattan.

“ OFAC ” has the meaning set forth in Section 3.1(mm).

“ Officer’s Certificate ” has the meaning set forth in Section 2.2(a)(iv).

“ Outside Date ” means the date that is thirty (30) calendar days after the date hereof.

“ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“ Principal Trading Market ” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the date of this Agreement and the Closing Date, shall be the New York Stock Exchange.

“ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Purchase Price ” means the average Closing Price of the Company’s Common Stock as quoted on the New York Stock Exchange for the 15 Trading Days ending two (2) days prior to the Closing Date multiplied by one hundred and fifty percent (150%), which price shall not be less than $8.00 or more than $12.00 per share. By applying the foregoing formula (and in light of the expected Closing Date), the Company and the Purchaser agree that the Purchase Price is equal to $8.00 per share.

“ Purchaser Deliverables ” has the meaning set forth in Section 2.2(b).

“ Registration Statement ” means a registration statement meeting the requirements set forth in the Rights Agreement and covering the resale by the Purchaser.

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“ Required Approvals ” has the meaning set forth in Section 3.1(e).

“ Rights Agreement ” has the meaning set forth in the Recitals.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rusnano ” means Open Joint Stock Company “RUSNANO” (Principal State Registration Number 1117799004333, with registered office at Prospect 60-letiya Oktyabrya 10a, 117036 Moscow, Russian Federation).

“ SEC Report s ” has the meaning set forth in Section 3.1(g).

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Shares ” shall have the meaning set forth in Section 2.1(a).

“ Short Sales ” include, without limitation, (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (ii) sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

“ Subscription Amount ” means the amount equal to (i) the Purchase Price multiplied by (ii) the number of Shares set forth in Section 2.1(a), which is equal to $39,783,240.

“ Subsidiary ” means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity (i) the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP or (ii) of which more than 50% of (A) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such Person, (B) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (C) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person, and “ Subsidiaries ” mean, collectively, each Subsidiary with respect to any Person.

“ Tax Returns ” has the meaning set forth in Section 3.2(j).

“ Taxes ” has the meaning set forth in Section 3.2(j).

“ Trading Affiliate ” has the meaning set forth in Section 3.2(h).

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“ Trading Day ” means a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market.

“ Trading Market ” means whichever of the New York Stock Exchange, the NYSE AMEX (formerly the American Stock Exchange), the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

“ Transaction Documents ” means this Agreement, the schedules and exhibits attached hereto, the Rights Agreement, the Irrevocable Transfer Agent Instructions, the Lock-Up Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“ Transfer Agent ” means American Stock Transfer & Trust Company LLC, or any successor transfer agent for the Company.

ARTICLE 2

PURCHASE AND SALE

2.1 Closing.

(a) Amount . Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company 4,972,905 shares of Common Stock, par value $0.0025 per share (the “ Shares ”).

(b) Closing . The Closing of the purchase and sale of the Shares shall take place at the offices of Company Counsel, 3175 Hanover Street, Palo Alto, California on the Closing Date or at such other locations or remotely by facsimile transmission or other electronic means as the parties may mutually agree.

(c) Form of Payment . Unless alternative arrangements are agreed to with the Purchaser, on the Closing Date, (i) subject to the Purchaser’s receipt from the Company of originally signed copies of the Company Deliverables, the Purchaser shall wire the Subscription Amount, in United States dollars and in immediately available funds by wire transfer to the Company’s account at Comerica Bank, as set forth in wire transfer instructions delivered to Purchaser by the Company attached hereto as Exhibit H , and (ii) the Company shall irrevocably instruct the Transfer Agent to record the issuance of the Shares to the Purchaser within three (3) Trading Days after the Closing, in book entry form pursuant to the Transfer Agent’s regular procedures, free and clear of all restrictive and other notations or legends except as expressly provided in Section 4.1(b) hereof.

2.2 Closing Deliveries . (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to the Purchaser originally signed copies of the following (the “ Company Deliverables ”):

(i) this Agreement, duly executed by the Company;

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(ii) the Rights Agreement, duly executed by the Company;

(iii) the IRA Waiver, duly executed by the Company and the Existing Investors;

(iv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent;

(v) a certificate of the Company (the “ Officer’s Certificate ”), dated as of the Closing Date, in substantially the form of Exhibit D , (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the Certificate of Incorporation, as amended, and bylaws of the Company (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, and (d) certifying good standing certificates with respect to the Company from the Secretary of State of the State of Delaware, dated as of a recent date before the Closing Date;

(vi) the Compliance Certificate referred to in Section 5.1(g); and

(vii) a legal opinion of Company Counsel, in the form of Exhibit F hereto, executed by the Company Counsel and delivered to the Purchaser.

(b) On or prior to the Closing, the Purchaser shall deliver or cause to be delivered to the Company the following (the “ Purchaser Deliverables ”):

(i) this Agreement, duly executed by the Purchaser;

(ii) the Subscription Amount, in United States dollars and in immediately available funds by wire transfer to the Company’s account as previously provided to the Purchaser;

(iii) the Rights Agreement, duly executed by the Purchaser; and

(iv) a Lock-Up Agreement, substantially in the form of Exhibit G hereto (the “ Lock-Up Agreement ”) executed by the Purchaser, and such Lock-Up Agreement shall be in full force and effect on the Closing Date.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company . The Company hereby represents and warrants as of the date hereof and the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date), to the Purchaser that, except as set forth in the corresponding section of the disclosure letter delivered to the Purchaser simultaneously with, but separate from, this Agreement (the “ Disclosure Letter ”):

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(a) Organization and Qualification . Each of the Company and its Material Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite corporate power and authority to own or lease and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Material Subsidiary is in violation or default of any of the provisions of its certificate of incorporation, bylaws or other organizational documents. Each of the Company and its Material Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect, and no Proceeding has been instituted, is pending, or, to the Company’s knowledge, has been threatened in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b) Subsidiaries . The Company has no Subsidiaries other than those listed in Schedule 3.1(b) hereto. Except as disclosed in the SEC Reports (as defined below), the Company owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any Lien and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights. With respect to the Company’s Subsidiaries that are not Material Subsidiaries (the “ Additional Subsidiaries ”), except as disclosed in the SEC Reports, no such Additional Subsidiaries have significant operations or liabilities (whether fixed, contingent, off-balance sheet or otherwise) and there are no events that have or would reasonably be expected to occur involving one or more of such Additional Subsidiaries that could give rise to (individually or in the aggregate) material liabilities for the Company or its Material Subsidiaries.

(c) Authorization; Enforcement; Validity . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its stockholders in connection therewith, other than in connection with the Required Approvals to be obtained, made, filed or given by the Company after the Closing as contemplated by the Transaction Documents. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except as disclosed in the SEC Reports, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s knowledge, between or among any of the Company’s stockholders.

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(d) No Conflicts . The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby or thereby do not and will not (i) conflict with or violate any provisions of the Company’s or any Material Subsidiary’s certificate of incorporation, bylaws or other organizational documents or otherwise result in a violation of the organizational documents of the Company or any of its Material Subsidiaries, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Material Subsidiary or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, debt facility, debt or other instrument to which the Company or any Material Subsidiary is a party or by which any property or asset of the company or any Material Subsidiary is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any Material Subsidiary is subject (including federal, state and applicable foreign securities laws and regulations and the rules and regulations, assuming the correctness of the representations and warranties made by the Purchaser herein, of any self regulatory organization to which the Company or any Material Subsidiary or its securities are subject, including the Principal Trading Market), or by which any property or asset of the Company or any Material Subsidiary is bound or affected, except in the case of clauses (ii) and (iii) such as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(e) Filings, Consents and Approvals . Neither the Company nor any of its Material Subsidiaries is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents other than those that have been obtained prior to the date of this Agreement and other than (i) the filing with the Commission of one or more Registration Statements in accordance with the requirements of the Rights Agreement, (ii) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iii) the filing with the Commission of a Current Report on Form 8-K, and (iv) the filing of any requisite notices and/or application(s) to the Principal Trading Market for the issuance and sale of the Shares, and the listing of the Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby (collectively, clauses (i), (ii), (iii), and (iv), the “ Required Approvals ”).

(f) Issuance of the Shares . The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive, co-sale, right of first refusal or similar rights, or result in the triggering of any anti-dilution or other similar rights under any outstanding securities of the Company. Assuming the accuracy of the representations and warranties of the Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

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(g) Capitalization . The number of shares and type of all authorized, issued and outstanding capital stock, options, warrants, other securities of the Company and script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) has been set forth in the SEC Reports and has changed since the date set forth in such SEC Reports only to reflect stock option exercises and grants and warrant exercises that have not, individually or in the aggregate, had a material effect on the overall aggregate capitalization of Company. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all applicable federal and state securities laws. Except as set forth on Schedule 3.1(g) hereto, and except for customary adjustments as a result of stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) and the issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of securities to adjust the exercise, conversion, exchange or reset price under such securities. To the knowledge of the Company, except as disclosed in the SEC Reports and any Schedules filed with the Commission pursuant to Rule 13d-1 of the Exchange Act by reporting persons, no Person or group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act), or has the right to acquire, by agreement with or by obligation binding upon the Company, beneficial ownership of in excess of 5% of the outstanding Common Stock.

(h) SEC Reports and Disclosure . The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for twelve (12) months preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ” and together with this Agreement and the Disclosure Letter to this Agreement (if any), the “ Disclosure Materials ”), on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. No event or circumstance has occurred or information exists with respect to the Company or any of its Material Subsidiaries or its or their business, properties, operations or financial condition, which, under applicable law, rule or regulation requires the filing of a Form 8-K after the Closing, or otherwise requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (other than the transactions contemplated by the Transaction Documents). As of their respective filing dates, or to the extent corrected by a subsequent amendment, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed by the Company, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All material agreements to which the Company or any Material Subsidiary is a party or to which the

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property or assets of the Company or any Material Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the Commission.

(i) Financial Statements . The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent amendment). Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Material Subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

(j) Tax Matters . Except as disclosed in the SEC Reports, the Company and its Material Subsidiaries (i) have prepared and filed all foreign, federal and state income and all other material Tax Returns, reports and declarations required by any jurisdiction to which they are subject, (ii) have paid all Taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such Tax Returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and its Material Subsidiaries, and (iii) have set aside on the books of the Company and its Material Subsidiaries provisions reasonably adequate for the payment of all material Taxes for periods subsequent to the periods to which such returns, reports or declarations apply. No agreement as to indemnification for, contribution to, or payment of material Taxes exists between the Company or any Material Subsidiary, on the one hand, and any other Person, on the other, including pursuant to any Tax sharing agreement, purchase or sale agreement, partnership agreement or any other agreement not entered into in the ordinary course of business. Except as disclosed in the SEC Reports, neither the Company nor any of its Material Subsidiaries has any material liability for Taxes of any Person (other than the Company or any of its Material Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign law), or as a transferee or successor, by contract or otherwise. Since the date of the Company’s most recent Financial Statements, the Company has not incurred any material liability for Taxes other than in the ordinary course of business consistent with past practice. Except as set forth in the SEC Reports, neither the Company nor the Material Subsidiaries has been advised (a) that any of its Tax Returns have been or are being audited as of the date hereof, or (b) of any material deficiency in assessment or proposed judgment to its Taxes. Neither the Company nor any of its Material Subsidiaries has knowledge of any material Tax liability to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for. The Company has not distributed stock of another corporation, or has had its stock distributed by another corporation, in a transaction that was governed, or purported or intended to be governed, in whole or in part, by Section 355 of the Internal Revenue Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the internal Revenue Code) in conjunction with the purchase of the Shares. “ Tax ” or “ Taxes ” means any foreign, federal, state or local income, gross receipts, license, payroll, employment, excise,

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severance, stamp, occupation, premium, property, windfall, profits, environmental, customs, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum or other similar tax, governmental fee, governmental assessment or governmental charge, including any interest, penalties or additions to Taxes or additional amounts with respect to the foregoing. “ Tax Returns ” means all returns, reports, or statements required to be filed with respect to any Tax (including any elections, notifications, declarations, schedules or attachments thereto, and any amendment thereof) including any information return, claim for refund, amended return or declaration of estimated Tax.

(k) Material Changes . Since the date of the latest financial statements included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting or changed its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) there has not been any material change or amendment to, or any waiver of any material right under, any Material Contract under which the Company or any of its assets is bound or subject, and (vi) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to current or previously existing Company stock-based plans. Except for the issuance of the Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company or its business, properties, operations or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made.

The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section, “ Insolvent ” means, with respect to any Person, (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total indebtedness, (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is currently proposed to be conducted.

(l) Litigation . Except as disclosed in the SEC Reports, there is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the issuance of the Shares, (ii) involves a claim of material violation of or material liability under any federal, state, local or foreign laws governing the Company’s or its Material Subsidiaries’ operations, or (iii) could, if there were an unfavorable decision,

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individually or in the aggregate, have a Material Adverse Effect. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act.

(m) Title to Assets . The Company and its Material Subsidiaries have good and valid title (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its Material Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its Material Subsidiaries, or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(n) Intellectual Property .

(i) The Company or its Subsidiaries owns all trade and service marks, trade and service mark applications and registrations, trade names, trade secrets, copyrights, and other similar intellectual property rights and similar proprietary rights (collectively, “ Proprietary Rights ”) and all patents and patent applications (collectively, with Proprietary Rights, “ Intellectual Property Rights ”) that the Company has represented to Purchaser in writing that the Company or its Subsidiaries own (“ Company Owned Intellectual Property Rights ”). The Company owns, possesses, licenses or has other rights to use all Proprietary Rights and, to the Company’s knowledge, all patents that are necessary or material for use in connection with the manufacture, use, sale, and distribution of the products, services and conduct of the Company’s or any of its Material Subsidiaries’ businesses as has been conducted prior to the date of this Agreement (collectively, together with all Company Owned Intellectual Property Rights, the “ Company Intellectual Property Rights ”). The Company owns all Company Owned Intellectual Property Rights free and clear of any Liens (other than non-exclusive licenses granted in the ordinary course of business). No product or service of the Company or any of its Material Subsidiaries nor the business of the Company nor of any of its Material Subsidiaries as has been conducted prior to the date of this Agreement (collectively “ Company Products or Business ”) infringes, misappropriates or otherwise violates any Proprietary Rights or, to the Company’s knowledge, any patent of any Person, nor has the Company otherwise infringed, misappropriated or otherwise violated any Proprietary Rights or, to the Company’s knowledge, any patent of any Person. Neither the Company nor any of its Material Subsidiaries has received a notice (written or otherwise) that any Company Products or Business (including the manufacture, use, sale, and distribution of such products and services) infringes, misappropriates or otherwise violates any Intellectual Property Right of any Person, nor does the Company or any of its Subsidiaries know of any basis for such a claim that would result in a Material Adverse Effect. There is no pending action, suit, proceeding or claim by any Person that any Company Products or Business infringes, misappropriates or otherwise violates any Intellectual Property Right of another, and, to the knowledge of the Company, there is no such threatened action, suit, proceeding or claim that would have a Material Adverse Effect. To the Company’s knowledge, there is no existing infringement by another Person of any of the Company Intellectual Property Rights that would or would reasonably be expected to result in a Material Adverse Effect. None of the Company Products or Business, has been obtained or is being used, sold or distributed by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any Person.

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(ii) The Company has taken and takes reasonable security measures (including appropriate use of nondisclosure agreements) to protect the secrecy, confidentiality and value of the Company Intellectual Property Rights that constitute its material trade secrets. To the knowledge of the Company, there has not been any disclosure of any Company Intellectual Property Rights constituting a material trade secret of the Company or any of its Subsidiaries in a manner that has resulted or is likely to result in the loss of trade secret in and to such information. There are no material outstanding options, licenses, claims, encumbrances or shared ownership interests of any kind relating to the Company Owned Intellectual Property Rights. As of the date of this Agreement, the Company or any of its Subsidiaries is not bound by or a party to any license agreements pursuant to which third-party Intellectual Property Rights that are embodied in or incorporated into Company Products or Business are licensed to the Company (excluding, without limitation, any software licenses for software not incorporated into Company’s products or otherwise giving rise to royalties based on sale or distribution of Company’s products where such software is generally available on standard terms). Each current and former employee or contractor of the Company or its Material Subsidiaries that has materially contributed to the development of any Company Owned Intellectual Property Right or Company Products or Business has executed and delivered to the Company a valid and enforceable agreement that (i) assigns to the Company or Subsidiaries all right, title and interest in and to any such Intellectual Property Rights and (ii) requires confidential treatment for the trade secrets, know-how and other confidential Intellectual Property Rights of the Company. To the knowledge of the Company, no current or former employee, officer, consultant or contractor of the Company is in default or breach of any term of any employment, consulting or contractor agreement, non-disclosure agreement, assignment agreement, or similar agreement where such default or breach would result in the Company Products or Business infringing, misappropriating or otherwise violating any Intellectual Property Right of any Person. To the knowledge of the Company, no present or former employee, officer, consultant or contractor of the Company has any ownership, license or other right, title or interest, directly or indirectly, in whole or in part, in any Company Intellectual Property Rights.

(iii) Each of the Issued Company Registered Intellectual Property Rights (defined below) is valid and subsisting, all necessary registration, maintenance and renewal fees currently due in connection with any Company Registered Intellectual Property Rights (whether Issued or not) have been made and all necessary documents, recordations and certificates in connection with Company Registered Intellectual Property Rights have been filed with the relevant authorities in the United States or any other jurisdictions for the purposes of prosecuting, perfecting and maintaining such Company Registered Intellectual Property Rights. All applications for registrations of Company Registered Intellectual Property Rights filed with the United States or foreign authorities (as applicable) have been prosecuted in compliance with all applicable rules, policies, and procedures of such authorities (as applicable). “ Registered Intellectual Property Rights ” shall mean all United States, international and foreign Intellectual Property Rights that are registered, filed or issued under the authority of any United States, international or foreign government, including all patents, registered copyrights, registered mask works, and registered trademarks, and any applications for the foregoing. “ Company Registered Intellectual Property Rights ” means any and all Company Owned Intellectual Property Rights that are Registered Intellectual Property Rights. “ Issued ” means (i) granted or issued for any patents, (ii) registered for any copyrights, and (iii) registered for any trade and service marks.

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(iv) Neither the execution nor delivery of the Transaction Documents will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under any contract, covenant or instrument relating to, the license or use of any Company Intellectual Property Right or Company Products or Business, except for such conflicts, defaults and breaches which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and which would not result in any product of the Company infringing, misappropriating or otherwise violating any Intellectual Property Rights of any Person.

(o) Private Placement . Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchaser under the Transaction Documents.

(p) Registration Rights . Other than the Purchaser and the parties to the Investors’ Rights Agreement, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company other than those securities which are currently registered on an effective registration statement on file with the Commission. Other than the Purchaser, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company pursuant to a registration statement filed pursuant to the terms and conditions of the Rights Agreement. Oak Investment Partners IX, Limited Partnership and its Affiliates and Timothy S. Jenks and his Affiliates are the only parties to the Investors’ Rights Agreement that are currently entitled to registration rights thereunder or that are required to waive the provisions of the Investors’ Rights Agreement specified in the IRA Waiver.

(q) No Directed Selling Efforts or General Solicitation . Neither the Company, nor any Person acting on behalf of the Company, has conducted any “general solicitation” or “general advertising” (as those terms are used in Regulation D) in connection with the offer or sale of any of the Shares.

(r) No Integrated Offering . Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, neither the Company nor any Person acting on its behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Company of the Shares as contemplated hereby or (ii) cause the offering of the Shares pursuant to the Transaction Documents to be integrated with prior offerings by the Company or aggregated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of the Principal Trading Market.

(s) Listing and Maintenance Requirements . The Company’s Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action

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designed to terminate the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received written or oral notice from its Principal Trading Market or from the Financial Industry Regulatory Authority to the effect that the Company is not in compliance with the listing or maintenance requirements of its Principal Trading Market. Except as set forth in the SEC Reports, the Company is in compliance in all material respects with the listing and maintenance requirements for continued trading of the Common Stock on the Principal Trading Market. The issuance and sale of the Shares under this Agreement does not contravene the rules and regulations of the Principal Trading Market, and no approval of the stockholders of the Company thereunder is required for the Company to issue and deliver the Shares to the Purchaser.

(t) Investment Company . The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(u) Compliance . Except as described in Schedule 3.1(u) or in the SEC Reports, neither the Company nor any Material Subsidiary, except in each case as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect, (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Material Subsidiary under), nor has the Company or any Material Subsidiary received written notice of a claim that it is in default under or that it is in violation of, any material indenture, loan or credit agreement or any other material agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is or has been in violation of any material statute, rule or regulation of any governmental authority.

(v) Eligibility for Registration . The Company is eligible to register the Shares for resale by the Purchaser using Form S-3 promulgated under the Securities Act.

(w) Application of Takeover Protections . There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Shares and the Purchaser’s ownership of the Shares.

(x) Acknowledgment Regarding Purchaser’s Purchase of Securities . Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with the Transaction Documents, the Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary

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of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Purchaser or its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Purchaser’s purchase of the Shares. The Company further represents to the Purchaser that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(y) Insurance . The Company and the Material Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses and locations in which the Company and the Material Subsidiaries are engaged.

(z) Regulatory Permits . To the Company’s knowledge, the Company and the Material Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports (“ Material Permits ”), except where the failure to possess such permits does not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any Material Subsidiary has received any written notice of proceedings relating to the revocation or modification of any Material Permit.

(aa) Transactions With Affiliates . Except as set forth or incorporated by reference in the Company’s SEC Reports and except as set forth in the Disclosure Letter, none of the officers or directors of the Company is presently a party to any transaction that would be required to be disclosed pursuant to Item 404 of Regulation S-K with the Company or any of its Material Subsidiaries (other than for ordinary course services as officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer or director or, to the Company’s knowledge, any corporation, partnership, trust or other entity in which any such officer or director has a substantial interest or is an officer, director, trustee or partner.

(bb) Internal Accounting Controls . Except as disclosed in the SEC Reports, the Company and the Material Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(cc) Sarbanes-Oxley Act . The Company is in compliance in all material respects with applicable requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the Commission thereunder.

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(dd) Foreign Corrupt Practices . Neither the Company nor any of its Material Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its Material Subsidiaries has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee, except where such actions would not have, individually or in the aggregate, a Material Adverse Effect.

(ee) Indebtedness . Except as disclosed in the Company’s financial statements included in the SEC Reports or on Schedule 3.1(ee), neither the Company nor any of its Material Subsidiaries (i) has any outstanding Indebtedness (as defined below) or (ii) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) “ Indebtedness ” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) “ Contingent Obligation ” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

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(ff) Labor Matters . Except as disclosed in the SEC Reports, the Company and its Material Subsidiaries are in compliance in all material respects with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(gg) Environmental Laws . To the Company’s knowledge, the Company and its Material Subsidiaries (i) are in compliance in all material respects with any and all Environmental Laws (as hereinafter defined), (ii) have received the permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance in all material respects with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The term “ Environmental Laws ” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “ Hazardous Materials ”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(hh) Disclosure Controls and Procedures . The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 of the General Rules and Regulations under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company and its Material Subsidiaries is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer by others within those entities, such disclosure controls and procedures are effective.

(ii) Off-Balance Sheet Arrangements . There is no transaction, arrangement or other relationship between the Company or its Material Subsidiaries and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in the SEC Reports and is not so disclosed or that otherwise would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. There are no such transactions, arrangements or other relationships with the Company that may create contingencies or liabilities that are not otherwise disclosed by the Company in the SEC Reports.

(jj) No Manipulation of Stock . Neither the Company nor any of its Material Subsidiaries, nor to the Company’s knowledge, any of their respective officers, directors, employees, affiliates or controlling persons has taken and will not, in violation of applicable law, take any action designed to or that might reasonably be expected to, directly or indirectly, cause or result in stabilization or manipulation of the price of the Common Stock.

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(kk) OFAC . Neither the Company, any director or officer, nor, to the Company’s knowledge, any agent, employee, Material Subsidiary or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any Material Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

3.2 Representations and Warranties of the Purchaser . The Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:

(a) Organization; Authority .

(i) The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate approvals on the part of the Purchaser. Each of this Agreement and the Rights Agreement has been (or upon delivery will have been) duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(ii) Rusnano has obtained all necessary approvals and resolutions from and of Rusnano’s Supervisory Council for the execution and delivery by Rusnano of the Transaction Documents and the performance of its obligations hereunder and thereunder, including without limitation the acquisition of Shares by Rusnano pursuant hereto.

(b) No Conflicts . The execution, delivery and performance by the Purchaser of this Agreement and the Rights Agreement and the consummation by the Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.

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(c) Investment Intent . The Purchaser understands that the Shares are “restricted securities” and have not been registered under the Securities Act, or any applicable state securities law. The Purchaser is acquiring the Shares as principal for its own account and not with a view to, or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities laws. The Purchaser does not presently have any agreement, plan or understanding with any Person to distribute or effect any distribution of any of the Shares (or any securities which are derivatives thereof) to or through any Person; the Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker-dealer.

(d) Purchaser Status . At the time the Purchaser was offered the Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act.

(e) General Solicitation . The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement.

(f) Experience of Purchaser . The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

(g) Access to Information . The Purchaser acknowledges that it has had the opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of the Purchaser or its representatives or counsel shall modify, amend or affect the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.

(h) Certain Trading Activities . Other than with respect to the transactions contemplated herein, since the time that the Purchaser was first contacted by the Company or any other Person regarding the transactions contemplated hereby, neither the Purchaser nor, to the knowledge of the Purchaser, any Affiliate of the Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has knowledge or shares discretion relating to the Purchaser’s investments or trading or information concerning the Purchaser’s investments, including in respect of the Shares, and (z) is subject to the Purchaser’s review or input concerning

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such Affiliate’s investments or trading (collectively, “ Trading Affiliate s ”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities). Notwithstanding the foregoing, in the case of a Purchaser and/or Trading Affiliate that is, individually or collectively, a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s or Trading Affiliate’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser’s or Trading Affiliate’s assets, the representation set forth above shall apply only with respect to the portion of assets managed by the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement. Other than to other Persons (a) party to this Agreement or (b) advising the Purchaser in relation to the Transaction Documents and the transactions contemplated herein and therein, the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

(i) Brokers and Finders . No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser.

(j) Independent Investment Decision . The Purchaser has independently evaluated the merits of its decision to purchase Shares pursuant to the Transaction Documents, and the Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. The Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

(k) Reliance on Exemptions . The Purchaser understands that the Shares being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

(l) No Governmental Review . The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

(m) Regulation M . The Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common Stock and other activities with respect to the Common Stock by the Purchaser.

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(n) Beneficial Ownership. As of the date hereof, the Purchaser does not own any securities of the Company (individually or together with any other Person with whom the Purchaser has identified itself as part of a “group” in a public filing made with the Commission involving the Company’s securities). The Purchaser does not presently intend to, alone or together with others, make a public filing with the Commission to disclose that it has (or that it together with such other Persons have) acquired, or obtained the right to acquire, as a result of such Closing (when added to any other securities of the Company that it or they then own or have the right to acquire), in excess of 19.999% of the outstanding shares of Common Stock or the voting power of the Company on a post-transaction basis that assumes that the Closing shall have occurred.

(o) Residency . The Purchaser’s principal executive offices are in the jurisdiction set forth immediately below the Purchaser’s name on the applicable signature page attached hereto.

(p) Accuracy of Accredited Investor Questionnaire . The Accredited Investor Questionnaire delivered by the Purchaser in connection with this Agreement is complete and accurate in all material respects as of the date of this Agreement and will be correct in all material respects as of the Closing Date and the effective date of the Registration Statement; provided, that the Purchaser shall be entitled to update such information by providing written notice thereof to the Company.

(q) Foreign Investors. If Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code), Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares, or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, if applicable, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Company’s offer and sale and Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Purchaser’s jurisdiction.

(r) Waiver of Immunity. Entry into and performance of the Transaction Documents by Rusnano constitute private and commercial acts. Neither Rusnano, nor any of its assets, enjoy any right of immunity, including sovereign immunity, from suit or execution in respect of its obligations under the Transaction Documents. Rusnano hereby waives any such right of immunity, including sovereign immunity, that could otherwise apply to its obligations under the Transaction Documents.

The Company and the Purchaser acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Article III and the Transaction Documents.

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ARTICLE 4

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions .

(a) Compliance with Laws . Notwithstanding any other provision of this Article 4 and subject to any restrictions set forth in the Lock-Up Agreement, the Purchaser covenants that the Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the Shares other than (i) pursuant to an effective registration statement, (ii) to the Company, (iii) to an Affiliate of a Purchaser, or (iv) pursuant to Rule 144 ( provided that the Purchaser provides the Company with reasonable assurances (in the form of seller and broker representation letters) that the securities may be sold pursuant to such rule), the Company may require an opinion of counsel reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of any such transfer, any such transferee shall agree in writing to be bound by the terms of Article 4 of this Agreement and shall have the rights of a Purchaser under this Agreement and the Rights Agreement.

(b) Legends . The records of the Transfer Agent shall reflect that the Shares shall be subject to any legend or restrictive notation as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form until such time as they are not required under Section 4.1(c) (and a stock transfer order may be placed against transfer of the Shares in violation of this Agreement):

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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In addition, if the Purchaser is an Affiliate of the Company, the Shares issued to the Purchaser shall be subject to a customary “affiliates” notation and legend in substantially the following form for so long as the Purchaser is an Affiliate of the Company:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

By signing this Agreement, and for purposes of acknowledging the restrictions on the uncertificated Shares, the Purchaser acknowledges that the Company has provided it with written notice of the information and legends set forth in this Section 4.1 that would be required to be set forth or stated on stock certificates for the Shares.

(c) Removal of Legends . The notation(s) and legend(s) set forth in Section 4.1(b) above shall be removed from the Transfer Agent’s records for the Shares and the Company shall instruct the Transfer Agent to issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“ DTC ”), if (i) such Shares are registered for resale under the Securities Act (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Shares for resale, the Purchaser agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Shares are sold or transferred pursuant to Rule 144, or (iii) such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions, the Company shall instruct the Transfer Agent to remove the notations and restrictive legend(s) set forth in Section 4.1(b) from the applicable Shares. Following such time as a restrictive notation or legend is no longer required for certain Shares, the Company will, no later than three (3) Trading Days following the written request by a Purchaser to the Company, instruct the Transfer Agent to remove the notations and restrictive legend(s) set forth in Section 4.1(b) from the Purchaser’s applicable Shares.

(d) Irrevocable Transfer Agent Instructions . The Company shall issue irrevocable instructions to its Transfer Agent, and any subsequent transfer agent, in substantially the form of Exhibit C attached hereto (the “ Irrevocable Transfer Agent Instructions ”).

4.2 Transactions in Company Securities . The Purchaser covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the Company’s securities (including, without limitation, any Short Sales involving the Company’s securities) during the period from the date hereof until the earlier of such time as (i) the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement is terminated in full pursuant to Section 6.16. The Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, the Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and Disclosure Letter. The Purchaser understands and acknowledges that the Commission currently takes the position that covering a short position established prior to effectiveness of a resale registration statement with shares included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in the Compliance and Disclosure Interpretation of the staff of the Division of Corporation Finance (with respect to Securities Act Sections) regarding short selling.

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4.3 Form D . The Company agrees to timely file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to the Purchaser (provided that the posting of the Form D on the Commission’s EDGAR system shall be deemed delivery of the Form D for purposes of this Agreement).

4.4 Use of Proceeds . The Company agrees to use the proceeds of the offering as set forth in Section 6(e) of the Rights Agreement.

4.5 Subsequent Equity Sales . The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Purchaser, or that will be integrated with the offer or sale of the Shares for purposes of the rules and regulations of the Principal Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

4.6 Listing . The Company shall promptly take any action required to maintain the listing of all of the Shares, once they have been issued, upon the Principal Trading Market upon which shares of Common Stock are listed (subject to official notice of issuance) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Shares from time to time issuable under the terms of the Transaction Agreements. Until such time as the Company’s shares of Common Stock are deregistered under the Exchange Act pursuant to a stockholder-approved transaction providing for such deregistration, the Company shall take all actions within its control to comply with the reporting requirements of the Exchange Act and the Principal Trading Market on which the Common Stock is listed. The Company shall not take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Trading Market, except in connection with a stockholder-approved transaction providing for the deregistration of the Common Stock under the Exchange Act.

ARTICLE 5

CONDITIONS PRECEDENT TO CLOSING

5.1 Conditions Precedent to the Obligations of the Purchaser to Purchase Securities at the Closing . The obligation of the Purchaser hereto to acquire Shares at the Closing is subject to the fulfillment to the Purchaser’s satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Purchaser:

(a) Representations and Warranties . The representations and warranties of the Company contained herein shall be true and correct in all respects as of the date of this Agreement and in all material respects as of the Closing Date, as though made on and as of the

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Closing Date, except that (i) representations and warranties that speak as of a specific date shall be true and correct as of such date and (ii) representations and warranties that are by their own terms subject to “materiality” or “Material Adverse Effect” qualifiers shall be true and correct in all respects.

(b) Performance . The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing.

(c) No Injunction . No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(d) Consents . The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase, sale and issuance of the Shares at the Closing (including all Required Approvals), all of which shall be and remain so long as necessary in full force and effect, including, without limitation, with respect to the listing of the Shares, from the New York Stock Exchange.

(e) No Suspensions of Trading in Common Stock; Listing . The Common Stock (i) shall be designated for quotation or listed on the Principal Trading Market and (ii) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Trading Market from trading on the Principal Trading Market.

(f) Company Deliverables . The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a).

(g) Compliance Certificate . The Company shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1(a) and (b) in the form attached hereto as Exhibit E.

(h) Appointment of Rusnano Designee . Upon the Closing, Sergey Polikarpov shall be a member of the Board of Directors of the Company.

5.2 Conditions Precedent to the Obligations of the Company to sell Securities at the Closing . The Company’s obligation to sell and issue the Shares to the Purchaser listed on Annex A hereto at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

(a) Receipt of Payment . The Company shall have received payment by wire transfer of immediately available funds in the full amount of the purchase price for the number of Shares being purchased by the Purchaser.

(b) Representations and Warranties . The representations and warranties made by the Purchaser in Section 3.2 hereof shall be true and correct in all respects as of the date

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of this Agreement and in all material respects as of the Closing Date, as though made on and as of the Closing Date, except that (i) representations and warranties that speak as of a specific date shall be true and correct as of such date and (ii) representations and warranties that are by their own terms subject to “materiality” or “Material Adverse Effect” qualifiers shall be true and correct in all respects.

(c) Purchaser Deliverables . The Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

(d) Performance . The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Purchaser at or prior to the Closing Date.

(e) No Injunction . No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(f) Consents . The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Shares, all of which shall be and remain so long as necessary in full force and effect, provided that the Company shall use best efforts to obtain in a timely fashion any and all such consents, permits, approvals, registrations and waivers.

ARTICLE 6

MISCELLANEOUS

6.1 Fees and Expenses . Except as set forth in this Section 6.1, the Company and the Purchaser shall each pay the fees and expenses of their respective advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party in connection with the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in the United States.

6.2 Indemnification .

(a) Indemnification of Purchaser. The Company agrees to indemnify and hold harmless the Purchaser and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “ Losses ”) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under this Agreement, and will reimburse any such Person for all such Losses as they are incurred by

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such Person. The Company will not be liable to the Purchaser or any of the foregoing indemnitees to the extent, but only to the extent, that a loss, claim, damage or liability is proximately caused by Purchaser’s breach of any of the representations, warranties, covenants or agreements made by the Purchaser in this Agreement or in the other Transaction Documents, any violation by the Purchaser or such indemnitee of state or federal securities laws or any conduct by the Purchaser or such indemnitee that constitutes fraud, gross negligence or willful misconduct.

(b) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person or (c) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel (which counsel shall be reasonably acceptable to the indemnifying party) at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially and adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, 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 of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, consent to entry of any judgment or enter into any settlement.

6.3 Entire Agreement . The Transaction Documents, together with the Exhibits and Disclosure Letter thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

6.4 Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile (provided the sender receives a machine-generated confirmation of successful

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transmission) at the facsimile number specified in this Section 6.4 prior to 5:00 p.m., California time, on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section 6.4 on a day that is not a Trading Day or later than 5:00 p.m., California time, on any Trading Day, (c) the Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery specified, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

6.5 Amendments; Waivers; No Additional Consideration . No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

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6.6 Construction . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.

6.7 Successors and Assigns . The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior written consent of the Purchaser. The Purchaser may assign its rights hereunder in whole or in part to any Person to whom the Purchaser assigns or transfers any Shares in compliance with the Transaction Documents and applicable law, provided such transferee shall agree in writing to be bound, with respect to the transferred Shares, by the terms and conditions of this Agreement that apply to the Purchaser.

6.8 No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

6.9 Dispute Resolution .

(a) The parties will attempt in good faith to resolve any dispute, or disagreement, controversy, or claim of any kind or nature arising under, out of, or in connection with this Agreement (including disputes as to the construction, validity, enforcement and interpretation of this Agreement) (each a “ Dispute ”) in accordance with this Section 6.9. In the event of a Dispute, then upon the written request of any party, each of the parties will appoint a designated senior business executive whose task will be to meet for the purpose of endeavoring to resolve the Dispute. If any such Dispute has not been resolved within thirty (30) days after the date of request (the “ Initial Resolution Period ”) by a party for resolution under this Section 6.9, it will be submitted for consideration of the Chief Executive Officer of the Company and Oleg V. Kiselev (or his successor), the Deputy Chief Executive Officer of the Purchaser. If such representatives are unable, after a period of thirty (30) days following the end of the Initial Resolution Period, to resolve the Dispute, it will thereafter be submitted for mediation in accordance with Section 6.9(b).

(b) Any Dispute that the parties fail to resolve through informal discussions or negotiations pursuant to Section 6.9(a) will be first submitted to non-binding mediation, which will be held in New York, New York, prior to the commencement of any Proceeding in any court. The parties will mutually determine who the mediator will be from a list of mediators obtained from the American Arbitration Association (the “ AAA ”) office located in New York, New York. If the parties are unable to agree on a mediator, the mediator will be selected by the AAA. The mediator so appointed shall be deemed to be qualified and to be accepted by the parties. The mediation shall be conducted at a place and a time agreed by the parties with the mediator, or if the parties cannot agree, as designated by the mediator. The mediation shall be held within twenty (20) days after the mediator is appointed. Each party will bear its own costs and expenses with

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respect to the mediation, including one-half of the fees and expenses of the mediator. Neither party may employ or use the mediator as a witness, consultant, expert, or counsel regarding the dispute or any related matters.

6.10 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Subject to Section 6.9, each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6.11 Survival . The representations and warranties contained in Sections 3.1(a) (Organization and Qualification), 3.1(b) (Subsidiaries), 3.1(c) (Authorization; Enforcement; Validity), 3.1(e) (Filings, Consents and Approvals) and 3.1(p) (Registration Rights) shall survive for the applicable statute of limitations. All other representations and warranties contained herein shall survive the Closing and the delivery of the Shares for a period of one (1) year from the Closing Date. The agreements and covenants contained herein shall survive for the applicable statute of limitations.

6.12 Governing Version . This Agreement has been drafted in English, and a Russian translation has been prepared by the Purchaser simultaneously with the execution of this Agreement and is attached hereto as Exhibit I . Such Russian version has been prepared solely for informational purposes and shall have no legal force or effect.

6.13 Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “ .pdf ” format data file, such signature shall create a valid and binding obligation of the party executing (or on

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whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof; provided , however , that the Purchaser must receive from the Company originally signed copies of the Company’s signature pages to the Company Deliverables prior to the Purchaser wiring the Subscription Amount to the Company pursuant to Section 2.1(c) above.

6.14 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

6.15 Remedies . In the event of a breach by the Company or by a Purchaser of any of their obligations under this Agreement, the Purchaser or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Purchaser agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

6.16 Adjustments in Share Numbers and Prices . In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in any Transaction Document to a number of shares or a price per share shall be deemed to be amended to appropriately account for such event.

6.17 Termination . This Agreement may be terminated and the sale and purchase of the Shares abandoned at any time prior to the Closing by either the Company or the Purchaser, upon written notice to the other party, if the Closing has not been consummated on or prior to 5:00 p.m., California time, on the Outside Date; provided, however , that the right to terminate this Agreement under this Section 6.17 shall not be available to the party whose failure to comply with its obligations under this Agreement has been the primary cause of the failure of the Closing to occur by such Outside Date. Nothing in this Section 6.17 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

[Signature Page Follows]

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I N W ITNESS W HEREOF , the parties hereto have caused this Share Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

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I N W ITNESS W HEREOF , the parties hereto have caused this Share Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

The exact name that the Shares are to be registered in (the Open Joint Stock Company

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EXHIBITS:

1.

EXHIBIT A

FORM OF RIGHTS AGREEMENT

[See Exhibit 10.2]

1.

EXHIBIT B

FORM OF IRA WAIVER

WAIVER OF REGISTRATION RIGHTS AND NOTICE AND CONSENT

This W AIVER OF R EGISTRATION R IGHTS AND N OTICE AND C ONSENT dated as of April 27, 2012 (this “ Waiver ”), is entered into by and among N EO P HOTONICS C ORPORATION , a Delaware corporation (the “ Company ”), Open Joint Stock Company “RUSNANO” (Principal State Registration Number 1117799004333, with registered office at Prospect 60-letiya Oktyabrya 10a, 117036 Moscow, Russian Federation) (the “ Purchaser ”), and the undersigned stockholders of the Company identified on the signature pages hereto. All capitalized terms used and not otherwise defined herein shall have the same meanings ascribed to them in the First Rights Agreement (as defined below).

W HEREAS , the Company and certain investors of the Company have entered into that certain 2008 Investors’ Rights Agreement, dated May 14, 2008 (the “ First Rights Agreement ”);

W HEREAS , the Board of Directors of the Company has authorized the sale and issuance (the “ Financing ”) of 4,972,905 shares of the Company’s Common Stock (the “ Common Stock ”) to the Purchaser pursuant to a private placement transaction;

W HEREAS , the Purchaser has informed the Company that it shall be a condition precedent to the closing of the Financing that the Company and the Purchaser shall execute and deliver a Rights Agreement (the “ Second Rights Agreement ”), which, among other things, grants registration rights with respect to the securities sold in the Financing;

W HEREAS , the Purchaser has further informed the Company that it shall be a condition precedent to the closing of the Financing that the Holders of all of the Registrable Securities shall covenant not to amend or waive any provision of the First Rights Agreement without the prior written consent of the Purchaser if such amendment or waiver would materially and adversely affect the registration rights of the Purchaser under the Second Rights Agreement without materially and adversely affecting the registration rights of the Holders in the same manner;

W HEREAS , pursuant to the Second Rights Agreement, the Company is obligated in certain situations to file a registration statement on Form S-3 or other available form (the “ Registration Statement ”) with the Securities and Exchange Commission, providing for the potential resale of shares of the Company’s Common Stock to be issued to the Purchaser;

W HEREAS , pursuant to Section 1.3 of the First Rights Agreement, the Holders of Registrable Securities are entitled to advance notice of the Company’s filing of the Registration Statement, and hold certain rights with respect to the inclusion of their Registrable Securities in the registration covered thereby (the “Piggyback Registration Rights ”);

W HEREAS , pursuant to Section 1.14 of the First Rights 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, among other things, grant registration rights senior or pari-passu with the registration rights granted to the Holders of Registrable Securities; and

W HEREAS , the undersigned Holders of all of the Registrable Securities entitled to registration rights under the First Rights Agreement desire to facilitate a successful Financing by (i) consenting to the

Company’s entering into the Second Rights Agreement and granting registration rights to the Purchaser, (ii) waiving their Piggyback Registration Rights with respect to all shares of Registrable Securities now or hereafter owned by each such party, whether beneficially or otherwise (the “ Shares ”), including all notices and notice periods required thereby or required as a result of this Waiver, under the First Rights Agreement in connection with all the transactions contemplated by the Financing, including, but not limited to, any Registration Statement filed by the Company pursuant to the Second Rights Agreement and (iii) covenanting not to amend or waive any provision of the First Rights Agreement without the Purchaser’s prior written consent if such amendment or waiver would materially and adversely affect the registration rights of the Purchaser under the Second Rights Agreement without materially and adversely affecting the registration rights of the Holders in a similar manner.

N OW , T HEREFORE , B E I T R ESOLVED , for consideration duly received and acknowledged as adequate by the undersigned, the undersigned agree as follows:

1. Waiver of Piggyback Registration Rights and Notice; Consent.

(a) Each undersigned Holder hereby irrevocably waives the Piggyback Registration Rights with respect to all Shares, including all notices and notice periods required thereby, under the First Rights Agreement in connection with all the transactions contemplated by the Financing, including, but not limited to, any Registration Statement filed by the Company pursuant to the Second Rights Agreement.

(b) Each undersigned Holder hereby unconditionally consents, pursuant to Section 1.14 of the First Rights Agreement, to the Company’s entry into the Second Rights Agreement with the Purchaser and the grant of the registration rights and other related rights to the Purchaser thereunder or as otherwise contemplated by the Financing.

2. Covenant re Amendment of First Rights Agreement. Each undersigned Holder hereby agrees and covenants to the Purchaser that if any proposed waiver or amendment of the First Rights Agreement would materially and adversely affect the registration rights of the Purchaser and would not materially and adversely affect the registration rights of the Holders under the First Rights Agreement in the same manner, then the undersigned Holders will not consent to such amendment or waiver without first obtaining the written consent of the Purchaser.

3. Acknowledgement of Reliance. Each undersigned Holder is signing this Waiver with respect to all Shares now held or hereafter acquired by such Holder. The undersigned Holders understand and acknowledge that the Company and the Purchaser will proceed with the Financing in reliance on this Waiver. In connection therewith, the undersigned hereby represent and warrant to the Company and the Purchaser that (i) the undersigned have the full right, power and authority to execute and deliver this Waiver, (ii) this Waiver has been duly executed and delivered by the undersigned and constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms, except (A) as such enforcement is limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and (B) for limitations imposed by general principles of equity.

4. Successors and Assigns. The provisions of this Waiver shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the undersigned parties. The Company shall not permit the transfer of any Shares on its books until the person to whom such security is to be transferred (i) is not, and will not be upon receipt of such Shares, entitled to registration rights for the Shares under the First Rights Agreement or (ii) shall have executed a written agreement pursuant to which such person becomes a party to this Waiver and agrees to be bound by all the provisions hereof.

2.

5. Full Force and Effect. All other provisions of the First Rights Agreement shall remain in full force and effect.

6. Counterparts. This Waiver may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one instrument. A facsimile, telecopy or other reproduction of this Waiver may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.

7. Construction . This Waiver shall be construed in accordance with the laws of the State of Delaware, excluding conflicts of laws principles.

[SIGNATURE PAGE FOLLOWS]

3.

I N W ITNESS W HEREOF , the undersigned has executed this W AIVER OF R EGISTRATION R IGHTS AND N OTICE AND C ONSENT as of the date first set forth above.

I N W ITNESS W HEREOF , the undersigned have executed this W AIVER OF R EGISTRATION R IGHTS AND N OTICE AND C ONSENT as of the date first set forth above.

I N W ITNESS W HEREOF , the undersigned have executed this W AIVER OF R EGISTRATION R IGHTS AND N OTICE AND C ONSENT as of the date first set forth above.

I N W ITNESS W HEREOF , the undersigned have executed this W AIVER OF R EGISTRATION R IGHTS AND N OTICE AND C ONSENT as of the date first set forth above.

EXHIBIT C

IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

NEOPHOTONICS CORPORATION

V IA E LECTRONIC D ELIVERY

American Stock Transfer and Trust Company, LLC

1218 3 ^rd Avenue, Suite 1700

Seattle, CA 98101

Attn: Dee Henderson

Dear Ms. Henderson:

Reference is made to that certain Share Purchase Agreement, dated as of April 27, 2012 (the “ Agreement ”), by and between NeoPhotonics Corporation, a Delaware corporation (the “ Company ”), and Open Joint Stock Company “RUSNANO” (Principal State Registration Number 1117799004333, with registered office at Prospect 60-letiya Oktyabrya 10a, 117036 Moscow, Russian Federation) (“ Purchaser ”), pursuant to which the Company is issuing to Purchaser 4,972,905 shares (the “ Shares ”) of common stock of the Company, par value $0.0025 per share (the “ Common Stock ”), at a purchase price per share of $8.00.

American Stock Transfer and Trust Company, LLC (“ AST ”) is hereby authorized and requested as Registrar and Transfer Agent of the Common Stock of the Company to take such appropriate action as may be required to issue, and to register such issuance of the Shares issued by the Company in book entry form to the account of Purchaser, as set forth on Exhibit A attached hereto. The date of issuance should be April 30, 2012. Attached hereto as Exhibit B is a full, true and correct copy of the resolutions adopted by the Company’s Board of Directors on April 24 2012, authorizing the issuance of the Shares. Said resolutions have not been revoked, modified, rescinded, or amended and are in full force and effect.

The Shares shall be subject to the following restrictive legends:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

THESE SECURITIES ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

THE SALE, TRANSFER OR ASSIGNMENT OF THESE SECURITIES IS SUBJECT TO AN AGREEMENT BY THE REGISTERED HOLDER NOT TO SELL, DISPOSE OF, HYPOTHECATE OR TRANSFER SUCH SECURITIES (THE “LOCK-UP AGREEMENT”) FOR A PERIOD OF UP TO TWO (2) YEARS SUBSEQUENT TO THE DATE OF THE LOCK-UP AGREEMENT.

This letter constitutes an irrevocable instruction to you to issue the Shares in book entry form as indicated above. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. If you have any questions, please call Han Le of Cooley LLP at 650-843-5143.

[S IGNATURE P AGE F OLLOWS ]

I N W ITNESS W HEREOF , the undersigned has set his hand hereunto as of April     , 2012.

E XHIBIT B

R ESOLUTIONS A DOPTED BY THE B OARD OF D IRECTORS

A PRIL  24, 2012

EXHIBIT D

OFFICER’S CLOSING CERTIFICATE

April 27, 2012

Reference is hereby made to the Share Purchase Agreement, dated as of April 27, 2012 (the “ Agreement ”), by and between NeoPhotonics Corporation, a Delaware corporation (the “ Company ”), and Open Joint Stock Company “RUSNANO” (Principal State Registration Number 1117799004333, with registered office at Prospect 60-letiya Oktyabrya 10a, 117036 Moscow, Russian Federation) (the “ Purchaser ”). Any capitalized terms used and not otherwise defined herein shall have the meanings given them in the Agreement.

Pursuant to Section 2.2(v) of the Agreement, James D. Fay hereby certifies that he is the duly elected and acting Chief Financial Officer of the Company, and further certifies on behalf of the Company that:

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Closing Certificate in his capacity as Chief Financial Officer of the Company as of the date first written above.

S IGNATURE P AGE

O FFICER ’ S C LOSING C ERTIFICATE

Exhibit A

Board Resolutions

Exhibit B

Certificate of Incorporation

Exhibit C

Bylaws

Exhibit D

Good Standing Certificates

EXHIBIT E

FORM OF COMPLIANCE CERTIFICATE

April 27, 2012

Reference is hereby made to the Share Purchase Agreement, dated as of April 27, 2012 (the “ Agreement ”), by and between NeoPhotonics Corporation, a Delaware corporation (the “ Company ”), and Open Joint Stock Company “RUSNANO” (Principal State Registration Number 1117799004333, with registered office at Prospect 60-letiya Oktyabrya 10a, 117036 Moscow, Russian Federation) (the “ Purchaser ”). Any capitalized terms used and not otherwise defined herein shall have the meanings given them in the Agreement.

Pursuant to Section 5.1(g) of the Agreement, James D. Fay hereby certifies that he is the duly elected and acting Chief Financial Officer of the Company, and further certifies on behalf of the Company that:

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate in his capacity as Chief Financial Officer of the Company as of the date first written above.

EXHIBIT F

FORM OF COMPANY COUNSEL LEGAL OPINION

April 27, 2012

Open Joint Stock Company “RUSNANO”

Prospect 60-letiya Oktyabrya 10a

117036 Moscow

Russian Federation

Re: NeoPhotonics Corporation

Dear Ladies and Gentlemen:

We have acted as counsel for NeoPhotonics Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale of 4,972,905 shares of the Company’s Common Stock (“Shares”), to the Purchaser under the Share Purchase Agreement dated as of April 27, 2012 (the “Purchase Agreement”). We are rendering this opinion pursuant to Section 2.2(vii) of the Purchase Agreement. Except as otherwise defined herein, capitalized terms used but not defined herein have the respective meanings given to them in the Purchase Agreement.

In connection with this opinion, we have examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to the Purchase Agreement by the various parties and originals or copies certified to our satisfaction, of such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

As to certain factual matters, we have relied upon certificates of officers of the Company and have not sought to independently verify such matters. Where we render an opinion “to our knowledge” or concerning an item “known to us” or our opinion otherwise refers to our knowledge, it is based solely upon (i) an inquiry of attorneys within this firm who have represented the Company in this transaction, (ii) receipt of a certificate executed by an officer of the Company covering such matters, and (iii) such other investigation, if any, that we specifically set forth herein.

In rendering this opinion, we have assumed: the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; the due authorization, execution and delivery of all documents (except the due authorization, execution and delivery by the Company of the Purchase Agreement and the Rights Agreement (together, the “Financing Agreements”)), where authorization, execution and delivery are prerequisites to the effectiveness of such documents; and the genuineness and authenticity of all signatures on original documents (except the signatures on behalf of the Company on the Financing Agreements). We have also assumed: that all individuals executing and delivering documents had the legal capacity to so execute and deliver; that the Financing Agreements are obligations binding upon the parties thereto other than the Company; that the parties to the Financing Agreements other than the Company have filed any required California franchise or income tax returns and have paid any required California franchise or income taxes; and that there are no extrinsic agreements or understandings among the parties to the Financing Agreements or to the Material Agreements (as defined below) that would modify or interpret the terms of any such Agreements or the respective rights or obligations of the parties thereunder.

Our opinion is expressed only with respect to the federal laws of the United States of America and the laws of the State of New York (except no opinion with respect to the laws of the State of New York is expressed as to the Material Agreements (as defined below), the State of California and the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction apply, and no opinion to the extent that the laws of any jurisdiction other than those identified above are applicable to the subject matter hereof.

We are not rendering any opinion as to any statute, rule, regulation, ordinance, decree or decisional law relating to antitrust, banking, land use, environmental, pension, employee benefit, tax, fraudulent conveyance, usury, laws governing the legality of investments for regulated entities, regulations T, U or X of the Board of Governors of the Federal Reserve System or local law. Furthermore, we express no opinion with respect to compliance with antifraud laws, rules or regulations relating to securities or the offer and sale thereof; compliance with fiduciary duties by the Company’s Board of Directors or stockholders; compliance with safe harbors for disinterested Board of Director or shareholder approvals; compliance with state securities or blue sky laws except as specifically set forth below; compliance with laws that place limitations on corporate distributions; or the enforceability of provisions in the Financing Agreements concerning the voting of the Company’s capital stock (other than solely administrative obligations of the Company).

With regard to our opinion in paragraphs 1 and 3 below with respect to the good standing of the Company and the Company’s qualification to do business as a foreign corporation, we have relied solely upon certificates of the Secretaries of State of the indicated jurisdictions as of a recent date.

With regard to our opinion in paragraphs 6 and 7 below concerning rights of first refusal, rights of first offer or similar rights, or defaults under and any material breaches of any agreement identified on Schedule A hereto (the “Material Agreements”), we have relied solely upon (i) inquiries of officers of the Company, and (ii) an examination of the Material Agreements in the form provided to us by the Company. We have made no further investigation. Further, with regard to our opinion in paragraph 7 below concerning Material Agreements, we express no opinion as to (i) financial covenants or similar provisions therein requiring financial calculations or determinations to ascertain compliance, (ii) provisions therein relating to the occurrence of a “material adverse event” or words of similar import, or (iii) any statement or writing that may constitute parol evidence bearing on interpretation or construction. To the extent that any other laws govern any of the Material Agreements, we assume that the Material Agreements would be interpreted in accordance with their plain meaning.

With regard to our opinion in paragraph 8 below with respect to pending or overtly threatened litigation, we have made an inquiry of the attorneys within this firm who have represented the Company in this transaction, examined and relied upon a certificate executed by an officer of the Company covering such matters, and checked the records of this firm to ascertain that we are not acting as counsel of record for the Company in any such matter. We have made no further investigation.

With regard to our opinion in paragraph 10 concerning exemption from registration, our opinion is expressed only with respect to the offer and sale of the Shares without regard to any offers or sales of other securities occurring prior to or subsequent to the date hereof.

With regard to our opinion in paragraph 11 below, we have based our opinion on a certificate of an officer of the Company as to compliance with each of the requirements of Section 3(a)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”). We have conducted no further investigation.

On the basis of the foregoing, in reliance thereon and with the foregoing qualifications, we are of the opinion that:

This opinion is intended solely for your benefit and is not to be made available to or be relied upon by any other person, firm, or entity without our prior written consent.

Very truly yours,

Schedule A

2008 Investors’ Rights Agreement dated May 14, 2008 by and among the Company and the parties listed therein.

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.

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, the Third Amendment to Lease dated March 13, 2007 and the Fourth Amendment to Lease dated May 28, 2010.

EXHIBIT G

FORM OF LOCK-UP AGREEMENT

[See Exhibit 10.3]

EXHIBIT H

WIRE TRANSFER INSTRUCTIONS

[Omitted]

EXHIBIT I

RUSSIAN TRANSLATION OF SHARE PURCHASE AGREEMENT

[Omitted]

Exhibit 10.2

Execution Copy

RIGHTS AGREEMENT

This Rights Agreement (this “ Agreement ”) is made and entered into as of April 27, 2012, by and among NeoPhotonics Corporation, a Delaware corporation (the “ Company ”), and Open Joint Stock Company “RUSNANO” (Principal State Registration Number 1117799004333, with registered office at Prospect 60-letiya Oktyabrya 10a, 117036 Moscow, Russian Federation) (the “ Purchaser ”).

This Agreement is made pursuant to the Share Purchase Agreement, dated as of the date hereof between the Company and the Purchaser (the “ Purchase Agreement ”).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

1. Definitions . Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 144.

“ Agreement ” has the meaning set forth in the Preamble.

“ Allowed Delay ” has the meaning set forth in Section 2(e)(ii).

“ Board Qualifications ” has the meaning set forth in Section 6(a)(i).

“ Business Day ” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

“ Closing ” has the meaning set forth in the Purchase Agreement.

“ Closing Date ” has the meaning set forth in the Purchase Agreement.

“ Commission ” means the Securities and Exchange Commission.

“ Common Stock ” means the common stock of the Company, par value $0.0025 per share, and any securities into which such common stock may hereinafter be reclassified.

“ Company ” has the meaning set forth in the Preamble.

“ Cut Back Shares ” has the meaning set forth in Section 2(f).

“ Eligible Market ” means any of the New York Stock Exchange, the NYSE Amex (formerly the American Stock Exchange), the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board.

“ Effectiveness Deadline ” shall mean (i) the Lock-Up Expiration Date, if the Lock-Up Expiration Date occurs on the second anniversary of the Closing Date, or (ii) the sixtieth (60 ^th ) calendar day following the Filing Deadline, if the Lock-Up Expiration date occurs prior to the second anniversary of the Closing Date; provided , however , that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next business day on which the Commission is open for business.

“ Effectiveness Period ” has the meaning set forth in Section 2(b).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Filing Deadline ” means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), (i) the ninetieth (90 ^th ) calendar day prior to the Lock-Up Expiration Date, if the Lock-Up Expiration Date occurs on the second anniversary of the Closing Date, or (ii) the thirtieth (30 ^th ) calendar day following the Lock-Up Expiration Date, if the Lock-Up Expiration Date occurs prior to the second anniversary of the Closing Date; provided, however, in either case, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next business day on which the Commission is open for business.

“ GAAP ” means U.S. generally accepted accounting principles, as applied by the Company.

“ Holder ” or “ Holders ” means the holder or holders, as the case may be, from time to time of Registrable Securities, including Affiliates of the Purchaser that acquire at least 1,500,000 shares of Registrable Securities directly from the Purchaser.

“ Indemnified Party ” has the meaning set forth in Section 5(c).

“ Indemnifying Party ” has the meaning set forth in Section 5(c).

“ Initial Registration Statement ” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.

“ Investors’ Rights Agreement ” means that certain 2008 Investors’ Rights Agreement, dated as of May 14, 2008, by and among the Company and the parties listed therein.

“ IRA Holders ” mean the holders of IRA Registrable Securities.

“ IRA Registrable Securities ” has the meaning ascribed to the term “Registrable Securities” under the Investors’ Rights Agreement.

“ Lock-Up Expiration Date ” means the earlier of (i) the second anniversary of the Closing Date and (ii) such date as the Lock-Up Agreement, dated as of the date hereof between the Company and the Purchaser, terminates in accordance with its terms.

“ Losses ” means any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses.

“ Minimum Shares ” means 2,486,452 shares of the Company’s outstanding Common Stock (as adjusted for any Recapitalization with respect to such shares after the date hereof).

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

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“ Piggyback Registrable Securities ” means all Registrable Securities under this Agreement and all IRA Registrable Securities.

“ Piggyback Registration ” has the meaning set forth in Section 2(g).

“ PIPE Shares ” means the shares of Common Stock issued or issuable to the Purchaser pursuant to the Purchase Agreement.

“ Principal Market ” means the Eligible Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the Closing Date, shall be the New York Stock Exchange.

“ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Prospectus ” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A, 430B or 430C promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“ Purchase Agreement ” has the meaning set forth in the Recitals.

“ Purchaser ” has the meaning set forth in the Preamble.

“ Recapitalization ” means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

“ Registrable Securities ” means all of (i) the Shares, and (ii) any securities issued or issuable upon any Recapitalization with respect to the foregoing, provided , that the Holder shall have completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further , that with respect to a particular Holder, such Holder’s Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold by such Holder shall cease to be a Registrable Security); or (B) becoming eligible for resale by such Holder under Rule 144 without the requirement for the Company to be in compliance with the current public information required thereunder and without volume or manner-of-sale restrictions, pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent; or (C) the date on which the Company’s shares of Common Stock are deregistered under the Exchange Act pursuant to a stockholder approved transaction providing for such deregistration.

“ Registration Statements ” means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation the Initial Registration Statement), including (in each case) the amendments and supplements to such Registration Statements, including pre- and post-effective amendments thereto, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.

“ Restriction Termination Date ” has the meaning set forth in Section 2(f).

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“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rule 172 ” means Rule 172 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Rusnano ” means the Open Joint Stock Company “RUSNANO” (Principal State Registration Number 1117799004333, with registered office at Prospect 60-letiya Oktyabrya 10a, 117036 Moscow, Russian Federation).

“ Rusnano Designee ” has the meaning set forth in Section 6(a)(i).

“ Rusnano Information ” has the meaning set forth in Section 6(f).

“ SEC Restrictions ” has the meaning set forth in Section 2(f).

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Selling Stockholder Questionnaire ” means a questionnaire in the form attached as Annex B hereto.

“ Shares ” means the (i) PIPE Shares and (ii) shares of Common Stock acquired by the Purchaser in open market transactions after the date of this Agreement.

“ Subsidiary ” means with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity (i) the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP or (ii) of which more than 50% of (A) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such Person, (B) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (C) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person, and “ Subsidiaries ” mean, collectively, each Subsidiary with respect to any Person.

“ Suspension Period ” has the meaning set forth in Section 2(e)(ii).

“ Trading Day ” means a day on which the Common Stock is listed or quoted and traded on its Principal Market.

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“ Underwriter Representative ” has the meaning set forth in Section 2(g)(ii).

2. Registration .

(a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement (the “ Initial Registration Statement ”) covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415; provided , however , that the Company may delay the filing of the Initial Registration Statement for a period of not more than 90 days in any 365-day time period (“ Delay Period ”) in the event that the Company determines in good faith that such suspension is necessary to delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time would be, in the good faith opinion of the Company, materially detrimental to the Company (a “ Delayed Filing ”); and provided , further , that the Company shall promptly (a) notify each Holder in writing of the commencement of such Delayed Filing, but shall not (without the prior written consent of a Holder) disclose to such Holder any material non-public information giving rise to a Delayed Filing, (b) use commercially reasonable efforts to file the Initial Registration Statement as promptly as practicable once the material non-public information has been publicly disclosed. The Initial Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the Exchange Act) and shall contain (except if otherwise directed by the Purchaser (and reasonably acceptable to the Company) or requested by the Commission) the Plan of Distribution in substantially the form attached hereto as Annex A .

(b) The Company shall use its commercially reasonable efforts to cause the Initial Registration Statement to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event on or prior to the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep the Initial Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Initial Registration Statement have been sold or (ii) so long as none of the Holders are an Affiliate of the Company, the date on which all Registrable Securities covered by such Initial Registration Statement can be sold publicly without notice or restriction under Rule 144 (the “ Effectiveness Period ”); provided that, upon notification by the Commission that an Initial Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall request acceleration of such Initial Registration Statement within ten (10) Trading Days after receipt of such notice and request that it becomes effective on 4:00 p.m. New York City time on the Effectiveness Deadline and file a prospectus supplement for such Initial Registration Statement, whether or not required under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effectiveness Deadline. Notwithstanding the foregoing or any other provision of this Section 2, if the Commission, by written or oral comment or otherwise, limits the Company’s ability to request effectiveness, limits the number of Registrable Securities permitted to be included in such Initial Registration Statement, or refuses to declare such Initial Registration Statement effective with respect to any or all the Registrable Securities pursuant to Rule 415, it shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use commercially reasonable efforts. Any limitations on the number of Registrable Securities pursuant to Rule 415 will be made pro rata to each Holder.

(c) The Company shall notify the Holders in writing promptly (and in any event within five Trading Days) after receiving notification from the Commission that the Initial Registration Statement has been declared effective.

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(d) Expenses . The Company will pay all expenses associated with each registration, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws, listing fees, reasonable fees and expenses of a single counsel to the Holders not to exceed $25,000 in the aggregate, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold.

(e) Effectiveness .

(i) The Company shall notify the Holders by facsimile or e-mail as promptly as practicable, and in any event, within one (1) Trading Day, after any Registration Statement is declared effective and, if requested, shall provide the Holders with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.

(ii) The Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section (for a period of not more than ninety (90) days in any 365-day time period (“ Suspension Period ”) in the event that the Company determines in good faith that such suspension is necessary (A) to delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time would be, in the good faith opinion of the Company, materially detrimental to the Company or (B) to amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or 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 statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “ Allowed Delay ”); provided , that the Company shall promptly (a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of a Holder) disclose to such Holder any material non-public information giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. Notwithstanding the foregoing, the Company may not declare a Suspension Period if it has declared a Delay Period during any overlapping 365-day time period; provided , that if the Company has declared a Delay Period of less than 90 days (a “ Short Delay Period ”), then the Company may subsequently declare a Suspension Period of not more than the balance of 90 days less the Short Delay Period during any overlapping 365-day time period.

(f) Rule 415; Cutback . If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any Holder to be named as an “underwriter,” the Company shall use its commercially reasonable efforts to persuade the Commission that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Holders is an “underwriter”. The Holders shall have the right to participate or have their counsel participate in any meetings or discussions with the Commission regarding the Commission’s position and to comment or have their counsel comment on any written submission made to the Commission with respect thereto. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(f), the Commission refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “ Cut Back Shares ”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “ SEC Restrictions ”), and the Company shall not be in breach of this Agreement. Any cut-back imposed on the Holders pursuant to this Section 2(f) shall be allocated

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among the Holders on a pro rata basis, unless the SEC Restrictions otherwise require or provide. From and after the date on which the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “ Restriction Termination Date ” of such Cut Back Shares), all of the provisions of this Section 2 shall again be applicable to such Cut Back Shares; provided , however , that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(f) shall be tolled for a period equal to the number of days elapsed from the date the Registration Statement initially including such Cut Back Shares was first filed with the Commission and the Restriction Termination Date applicable to such Cut Back Shares.

(g) Right to Piggyback Registration .

(i) If at any time following the Filing Deadline that any Registrable Securities remain outstanding (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an underwritten offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the holders of the Registrable Securities of its intention to do so (but in no event less than thirty (30) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the Securities Act, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after receipt of the Company’s notice (a “ Piggyback Registration ”). In such event, the right of any such Holder to be included in a registration pursuant to this Section 2(g) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (or, in the case of a registration statement initiated by the shareholders of the Company, the underwriter selected by such shareholders that is reasonably acceptable to the Company).

(ii) Notwithstanding any other provision of this Agreement, if the underwriter representative(s) (the “ Underwriter Representative ”) advises the Holders and the IRA Holders seeking registration of Piggyback Registrable Securities pursuant to this Section 2(g) or pursuant to the IRA, as applicable, in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be registered, the general condition of the market, and/or the status of the persons proposing to sell securities pursuant to the registration) require a limitation of the number of shares to be underwritten, the Underwriter Representative (subject to the allocation priority set forth in Subsection 2(g)(iii)) may limit the number of Piggyback Registrable Securities to be included in such registration and underwriting to not less than twenty percent (20%) of the total number of securities included in such registration.

(iii) If the Underwriter Representative limits the number of shares to be included in a registration pursuant to Subsection 2(g)(ii), the number of Piggyback Registrable Securities to be included in such registration shall be allocated among the Holders and the IRA Holders on a pro rata basis based on the total number of Piggyback Registrable Securities held by the Holders and IRA Holders requesting inclusion in the Piggyback Registration. No Piggyback Registrable Securities or other securities excluded from the underwriting by reason of this Subsection 2(g)(iii) shall be included in the Registration Statement for such offering. For any Holder which is a partnership or corporation, the

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partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

(iv) If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the Registration Statement for the Piggyback Registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(h) Acknowledgement . The Purchaser acknowledges that it will not sell or otherwise transfer the PIPE Shares or any interest therein without complying with the requirements of the Securities Act. The Purchaser acknowledges that at such time as the Registration Statement becomes and remains effective, the Purchaser may sell the PIPE Shares in accordance with the plan of distribution contained in the Registration Statement and, if it does so, it will comply therewith and with the related prospectus delivery requirements unless an exemption therefrom is available. The Purchaser agrees that if it is notified by the Company in writing at any time that the Registration Statement registering the resale of the PIPE Shares is not effective or that the prospectus included in such Registration Statement no longer complies with the requirements of Section 10 of the Securities Act, the Purchaser will refrain from selling such PIPE Shares until such time as the Purchaser is notified by the Company that such Registration Statement is effective or such prospectus is compliant with Section 10 of the Securities Act (which shall occur no later than the end of the Suspension Period or the Delay Period, as applicable), unless the Purchaser is able to, and does, sell such PIPE Shares pursuant to an available exemption from the registration requirements of Section 5 of the Securities Act.

3. Company Obligations . The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will:

(a) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the Securities Act and the Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;

(b) provide copies to and permit counsel designated by the Holders to review each Registration Statement and all amendments and supplements thereto no fewer than five (5) days prior to their filing with the Commission;

(c) furnish to the Holders and their legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the Commission, or received by the Company (but not later than five (5) Business Days after the filing date, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the Commission or the staff of the Commission, and each item of correspondence from the Commission or the staff of the Commission, in each case relating to such Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each Holder may

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reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder that are covered by the related Registration Statement; provided , the Company may fulfill its obligation to furnish the materials referenced in this Section 3(c) by providing electronic access to such materials as permitted by law;

(d) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order as soon as practicable;

(e) prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Holders and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Holders and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(e), or (iii) file a general consent to service of process in any such jurisdiction;

(f) use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on the Principal Market on which similar securities issued by the Company are then listed;

(g) immediately notify the Holders, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the Commission and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that 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 statements therein not misleading in light of the circumstances then existing; and

(h) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to the Holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3(h), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter).

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(i) With a view to making available to the Holders the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the Commission that may at any time permit the Holders to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction (including without limitation any restriction relating to the availability of current public information about the Company) by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act; and (iii) furnish to each Holder upon request, as long as such Holder owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Holder of any rule or regulation of the Commission that permits the selling of any such Registrable Securities without registration. The Company’s obligations under this Section 3(i) shall terminate upon the deregistration of its Common Stock.

4. Obligations of the Holders .

(a) Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request, including but not limited to the Selling Stockholder Questionnaire attached hereto as Annex B on the date of this Agreement. Upon written notice from the Company of its intent to file the Registration Statement, at least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement, the Purchaser shall confirm to the Company that the information set forth in the Selling Stockholder Questionnaire is still accurate and complete, and if not so accurate and complete, subject a new Selling Stockholder Questionnaire to the Company, the Company shall notify each Holder of any additional information the Company requires from such Holder in connection with the filing of the Registration Statement, and any Holder that is not the Purchaser shall furnish in writing to the Company the Selling Stockholder Questionnaire attached hereto as Annex B . The Company shall be obligated to include as a selling stockholder in such Registration Statement each Holder that provides such information (including the Selling Stockholder Questionnaire) to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement and the Company shall not be obligated to register the Registrable Securities of any Holder that does not provide such information (including the Questionnaire) by such date.

(b) Each Holder, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

(c) Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(e)(ii) or (ii) the happening of an event pursuant to Section 3(g) hereof, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Holder is advised by the Company that such dispositions may again be made.

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5. Indemnification .

(a) Indemnification by the Company . The Company will indemnify and hold harmless each Holder and its officers, directors, members, employees and agents, successors and assigns, and each other person, if any, who controls such Holder within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses (including reasonable attorney’s fees), joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities or expenses (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof, or the omission or alleged omission to state a material fact required to be stated or necessary to make the statements therein misleading; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a “ Blue Sky Application ”); (iii) the omission or alleged omission to state in a Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on an Holder’s behalf and will reimburse such Holder, and each such officer, director, member, employee and agent, successors and assigns, and each such controlling person for 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 Company will not be liable in any such case if and to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder or any such controlling person in writing specifically for use in such Registration Statement or Prospectus.

(b) Indemnification by the Holders . Each Holder agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorneys’ fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. Except in the case of fraud by such Holder, in no event shall the liability of a Holder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings . If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “ Indemnified Party ”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “ Indemnifying Party ”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection with defense thereof; provided , that the failure of any

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Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest may exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided , that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall be paid to the Indemnified Party, as incurred, within twenty (20) Trading Days of written notice thereof to the Indemnifying Party; provided , that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification hereunder). The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.

(d) Contribution . If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or

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other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (B) no contribution will be made under circumstances where the maker of such contribution would not have been required to indemnify the Indemnified Party under the fault standards set forth in this Section 5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.

6. Other Agreements .

(a) Board of Directors .

(i) Until the Designee Termination Date (as defined below), the Purchaser shall have the right to designate, pursuant to the terms and subject to the conditions of this Section 6, one individual to the Board of Directors (the “ Proposed Rusnano Designee ”). Such nominee shall (1) be qualified and suitable to serve as a member of the Board of Directors under all applicable corporate governance policies or guidelines of the Company and the Board of Directors and applicable legal, regulatory and stock market requirements as determined in good faith by the Board of Directors, and (2) be reasonably acceptable to a majority of the other members of the Board of Directors and the Company’s independent auditors (the “ Board Qualifications ”). The Purchaser will take all necessary action to cause the Proposed Rusnano Designee to make himself or herself reasonably available for interviews, to consent to such reference and background checks or other investigations and to provide such information (including information necessary to determine the nominee’s independence status under various requirements and institutional investor guidelines as well as information necessary to determine any disclosure obligations of the Company) as the Board of Directors may reasonably request. If, following such process, the Board of Directors in good faith determines that the Proposed Rusnano Designee does not meet the Board Qualifications, such Proposed Rusnano Designee shall cease to be the Proposed Rusnano Designee, and the Purchaser shall have the right to designate another individual as the Proposed Rusnano Designee (which process may be repeated until such time as the Board of Directors in good faith determines that the Rusnano Designee meets the Board Qualifications). Once the Board of Directors in good faith determines that the Proposed Rusnano Designee meets the Board Qualifications, such Proposed Rusnano Designee shall be the “ Rusnano Designee ”; provided , however , that in no case shall there be more than one Rusnano Designee at any one time; provided further , that once a Rusnano Designee has been designated as such, such Rusnano Designee shall continue to retain such status for so long as the Rusnano Designee is a member of the Board of Directors.

(ii) As of the date hereof, Sergey Polikarpov is the Rusnano Designee and the Board of Directors has acknowledged that Mr. Polikarpov has met the Board Qualifications. At the

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Closing, Mr. Polikarpov will be a member of the Board of Directors, appointed to serve as a Class I director (as such term is described in the Company’s proxy materials filed with the Commission). The Company shall nominate the Rusnano Designee for re-election as a director at the end of each term of such Rusnano Designee, provided that the Rusnano Designee continues to meet the Board Qualifications, as part of the slate proposed by the Company that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of the Board of Directors and the Company will use its commercially reasonable efforts to cause the election of the Rusnano Designee to the Board of Directors (including providing the same level of support as is provided for other nominees of the Company to the Board of Directors). Until the Designee Termination Date, for so long as the Rusnano Designee satisfies the Board Qualifications, the Company shall not take any action that precludes the submission of the Rusnano Designee to the stockholders of the Company for election to the Board of Directors. In the event that the Rusnano Designee ceases to be a member of the Board of Directors, so long as the Purchaser, together with its Affiliates, collectively, beneficially owns at least the Minimum Shares, the Purchaser may select another person as a Proposed Rusnano Designee to fill the vacancy created thereby and, following the application of the provisions of Section 6(a)(i) above, the resulting Rusnano Designee shall be appointed to fill such vacancy.

(iii) The Rusnano Designee shall be subject to the policies and requirements of the Company and its Board of Directors, including the corporate governance guidelines of the Board of Directors and the Company’s Code of Ethics, in a manner consistent with the application of such policies and requirements to other members of the Board of Directors. The Company shall reimburse the expenses of the Rusnano Designee consistent with the Company’s policies on business expense reimbursement, and indemnify him or her and provide the Rusnano Designee with director and officer insurance to the same extent it indemnifies and provides insurance for the non-employee members of the Board of Directors pursuant to its organizational documents, applicable law or otherwise.

(iv) The Purchaser agrees, and any representative of the Purchaser, including the Rusnano Designee, will agree, to hold in confidence and trust and to act in a fiduciary manner and not use or disclose any confidential information provided to or learned by it in connection with its rights under this Section 6(a).

(v) All obligations of the Company pursuant to this Section 6(a) shall terminate upon the first to occur of: (i) such time as the Purchaser, together with its Affiliates, collectively, do not beneficially own at least the Minimum Shares regardless of whether the Purchaser, together with its Affiliates, collectively, subsequently reacquire a sufficient number of shares to beneficially own at least the Minimum Shares, (ii) the Company sells all or substantially all of its assets, (iii) any Person or “group” (as such term is used in Section 13 of the Exchange Act), directly or indirectly, beneficially owns 50% or more of the total outstanding voting power of the Company’s capital stock, (iv) the Company consummates any merger, consolidation or similar transaction unless immediately following the consummation of such transaction the stockholders of the Company immediately prior to the consummation of such transaction continue to hold more than 50% of all of the outstanding Common Stock or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction, or (v) the Purchaser, in its sole discretion, irrevocably waives and terminates all of its rights under this Section 6(a). The date of termination pursuant to this clause (a)(v) of the obligations of the Company pursuant to this Section 6 is sometimes referred to herein as the “ Designee Termination Date ”). On or following the Designee Termination Date, the Company may request in writing the Rusnano Designee to resign from the Board of Directors of the Company and within five (5) business days following such request, the Rusnano Designee shall resign from the Board of Directors of the Company.

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(vi) For so long as the Purchaser, together with its Affiliates, collectively, beneficially own at least the Minimum Shares or the Rusnano Designee serves on the Company’s Board of Directors, in all elections of directors the Purchaser agrees to vote all shares held or beneficially owned by it in favor of the election of the Rusnano Designee, if the Rusnano Designee is one of the directors to be elected in such election, and in favor of all of the other nominees recommended by the Company’s Board of Directors.

(vii) To secure the Purchaser’s obligations to vote the Shares in accordance with this Agreement, the Purchaser hereby appoints the Chairman of the Board of Directors or the Chief Executive Officer of the Company, or either of them from time to time, or their designees, as the Purchaser’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of the Purchaser’s Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of the Purchaser if, and only if, the Purchaser fails to vote all of its Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s written request for the Purchaser’s vote. The proxy and power granted by the Purchaser pursuant to this Section 6(a)(vii) are coupled with an interest and are given to secure the performance of the Purchaser’s duties under this Agreement. Such proxy and power will be irrevocable for so long as the Purchaser, together with its Affiliates, collectively, beneficially own at least the Minimum Shares or the Rusnano Designee serves on the Company’s Board of Directors. The proxy and power will survive the merger or reorganization of the Purchaser or any other Affiliate entity holding any Shares.

(viii) The rights granted to the Purchaser under this Section 6(a) may not be assigned.

(b) Information and Inspection Rights .

(i) For so long as the Purchaser, together with its Affiliates, collectively, beneficially own at least the Minimum Shares, the Company shall provide the Purchaser with the following information:

A. to the extent and for so long as the Company is required by law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act actually prepared by the Company as soon as available (provided, that any such reports shall be deemed to have been provided when such reports are publicly available via the SEC’s EDGAR system or any successor to the EDGAR system); and

B. unaudited quarterly (within forty-five (45) days of the end of each quarter or, if not then available, as soon as available thereafter) and audited (by a nationally recognized accounting firm) annual (within ninety (90) days of the end of each year or, if not then available, as soon as available thereafter) financial statements prepared in accordance with GAAP, which statements shall include:

a. the consolidated balance sheets of the Company and its Subsidiaries and the related consolidated statements of income, shareholders’ equity (with respect to annual reports only) and cash flows;

b. a comparison to the corresponding data for the corresponding periods of the previous fiscal year; and

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c. a narrative descriptive report of the operations of the Company and its Subsidiaries in the form and to the extent prepared for presentation to senior management of the Company for the applicable period and for the period from the beginning of the then current fiscal year to the end of such period.

Notwithstanding the foregoing, for so long as the Company is current in providing the reports required by clause (A) above, it shall not be required to comply with this clause (B).

C. the Company’s annual budget for the next fiscal year (as soon as available and in any event at the same time as it is delivered to the Company’s Board of Directors); and

D. semi-annual reports regarding the Company’s execution of its budget for the current fiscal year (as soon as available and in any event at the same time as it is delivered to the Company’s Board of Directors).

(ii) Except as required pursuant to applicable legal, regulatory, governmental or administrative process or proceeding or agreed to by the Company, the Purchaser agrees, and any representative of the Purchaser will agree, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with its rights under this Section 6(b), to not use such information for any purpose other than to assess its investment in the Company, and to not make any trades in the Company’s securities based on such confidential information. Confidential information does not include, however, information which (a) is or becomes generally available to the public other than as a result of disclosure by the Purchaser or its representatives, (b) was available to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) becomes available to the Purchaser on a non-confidential basis from a third party without any known breach of a confidentiality obligation to the Company or (d) is or was independently developed by the Purchaser without use of or reference to the Company’s confidential information.

(iii) All obligations of the Company pursuant to this Section 6(b) shall terminate upon the first to occur of: (1) such time as the Purchaser, together with its Affiliates, collectively, do not beneficially own at least the Minimum Shares regardless of whether the Purchaser, together with its Affiliates, collectively, subsequently reacquire a sufficient number of shares to beneficially own at least the Minimum Shares, (2) the Company sells all or substantially all of its assets, (3) any Person or “group” (as such term is used in Section 13 of the Exchange Act), directly or indirectly, beneficially owns 50% or more of the total outstanding voting power of the Company’s capital stock, (4) the Company consummates any merger, consolidation or similar transaction unless immediately following the consummation of such transaction the stockholders of the Company immediately prior to the consummation of such transaction continue to hold more than 50% of all of the outstanding Common Stock or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction, or (5) the Purchaser, in its sole discretion, irrevocably waives and terminates all of its rights under this Section 6(b).

(iv) The rights granted to the Purchaser under this Section 6(b) may not be assigned.

(c) Right of First Offer .

(i) Subsequent Offerings . Subject to applicable securities laws, for so long as the Purchaser, together with its Affiliates, collectively, beneficially own at least the Minimum Shares, the Purchaser shall have a right of first offer to purchase its pro rata share of all Equity Securities other than Excluded Securities, each as defined below, that the Company may, from time to time, propose to

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sell and issue after the date of this Agreement. The Purchaser’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock of which the Purchaser, together with its Affiliates, collectively, are deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common stock issued or issuable upon conversion or exercise of any outstanding warrants or options or any shares of Common Stock reserved for future issuance pursuant to the Company’s stock plans) immediately prior to the issuance of the Equity Securities. The term “ Equity Securities ” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security, or (iv) any such warrant, right or other financial instrument that is convertible or exchangeable for Common Stock.

(ii) Exercise of Rights . If the Company proposes to issue any Equity Securities, it shall give the Purchaser written notice (the “ Company Notice ”) of its intention, describing the Equity Securities, the proposed price and the proposed terms and conditions upon which the Company proposes to issue the same. The Purchaser shall have twenty (20) days from the receipt of such Company Notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased (the “ Purchaser Notice ”); provided , however , if the sale price at which the Company proposes to issue, deliver or sell any Equity Securities is to be paid with consideration other than cash, then the purchase price at which the Purchaser may acquire its portion of such Equity Securities will be equal in value (as determined in good faith by the Company’s Board of Directors or, at the request of the Purchaser, an independent appraiser selected by the Purchaser and reasonably acceptable to the Company) but payable entirely in cash; provided , further , that if the sale of some or all of such Equity Securities to the Purchaser would require approval by the Company’s stockholders, the sale of such Equity Securities to the Purchaser (or such lesser portion that gives rise to the requirement for stockholder approval) shall be delayed pending receipt of such stockholder approval and shall be contingent upon and subject to such stockholder approval. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to the Purchaser if it would cause the Company to be in violation of applicable federal securities or other laws, or applicable Eligible Market rules or requirements, by virtue of such offer or sale.

(iii) Issuance of Equity Securities to Other Persons . The Company shall have one hundred eighty (180) days from the date of its receipt from the Purchaser of the Purchaser Notice to sell the Equity Securities in respect of which the Purchaser’s rights were not exercised, at the same price, with the same form of consideration and otherwise upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company Notice to the Purchaser pursuant to Subsection (c)(ii) hereof. If at any time the terms of a proposed issuance of Equity Securities are materially changed, altered or modified from those stated in the Company Notice to the Purchaser, then such proposed issuance will be treated as a new issuance of Equity Securities, subject to the notice obligation of the Company set forth in Subsection (c)(ii) above. If the Company has not sold such Equity Securities within one hundred eighty (180) days of its receipt from the Purchaser of the Purchaser Notice provided pursuant to Subsection (c)(ii), the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Purchaser in the manner provided in this Section 6(c).

(iv) Sale Without Notice . In lieu of giving the Company Notice to the Purchaser prior to the issuance of Equity Securities as provided in Subsection (c)(ii), the Company may

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elect to give the Company Notice to the Purchaser within thirty (30) days after the issuance of Equity Securities. The Purchaser shall have thirty (30) days from the date of receipt of such Company Notice to elect to purchase up to the number of shares that would, if purchased by the Purchaser, maintain the Purchaser’s pro rata share (as set forth in Subsection (c)(i)) of the Company’s equity securities. The closing of such sale shall occur within sixty (60) days of the date of receipt of the Company Notice by the Purchaser. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to the Purchaser if it would cause the Company to be in violation of applicable federal securities or other laws, or applicable Eligible Market rules or requirements, by virtue of such offer or sale; provided , that this sentence shall in no way affect the Company’s obligation to solicit and obtain the consent of its stockholders pursuant to Section 6(c)(viii) below, if applicable.

(v) Termination and Waiver of Rights of First Offer . The rights of first offer established by this Section 6(c) shall not apply to, and shall terminate upon the earlier of (i) the date that the Purchaser, together with its Affiliates, collectively, cease to beneficially own at least the Minimum Shares, regardless of whether the Purchaser, together with its Affiliates, collectively, subsequently reacquire a sufficient number of shares to beneficially own at least the Minimum Shares, or (ii) March 31, 2015.

(vi) Assignment of Rights of First Offer . The rights of first offer of the Purchaser under this Section 6(c) may not be assigned without the Company’s prior written consent.

(vii) Excluded Securities . The rights of first offer established by this Section 6(c) shall have no application to any of the following Equity Securities (the “ Excluded Securities ”):

A. shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any Recapitalization with respect to such shares after the date hereof) issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or equity incentive plans or other arrangements that are approved by the Board of Directors or a committee thereof;

B. stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first offer established by this Section 6(c) were complied with, waived, or were inapplicable pursuant to any provision of this subsection (c)(vii) with respect to the initial sale or grant by the Company of such rights or agreements;

C. any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors or a committee thereof;

D. any Equity Securities issued in connection with any Recapitalization by the Company approved by the Board of Directors or a committee thereof;

E. any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board of Directors or a committee thereof;

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F. any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act approved by the Board of Directors or a committee thereof; and

G. any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements approved by the Board of Directors or a committee thereof.

(viii) Stockholder Approval . In the event the Purchaser elects to exercise its right of first offer pursuant to this Section 6(c) and the purchase of Equity Securities by the Purchaser pursuant to such right of first offer would require the approval of the stockholders of the Company, the Company shall include a proposal in its proxy statement for its next annual meeting of stockholders to approve the Purchaser’s proposed acquisition of Equity Securities and a recommendation of the Company’s Board of Directors that the stockholders of the Company approve such proposed acquisition of Equity Securities by the Purchaser; provided, however, that the Company is not required to include such recommendation of the Company’s Board of Directors in such proxy statement if the Board of Directors has concluded in good faith, following the receipt of advice from its outside legal counsel that such a recommendation would conflict with the Board of Directors’ fiduciary duty to the Company’s stockholders under applicable law.

(d) Equity Ownership . The Purchaser hereby agrees that, during the five (5) year period commencing on the Closing Date (the “ Standstill Period ”), neither the Purchaser nor any of its Affiliates will (either alone or in concert with others), in any manner, without the prior written consent of the Company, directly or indirectly acquire beneficial ownership or voting control of more than twenty-five percent (25%) of the Company’s fully diluted share capital. For purposes of the twenty-five percent (25%) calculation under this Section 6(d), all equity securities, rights, warrants or options beneficially owned by the Purchaser (including through Affiliates or others) and other securityholders shall be treated on an as-exercised and as-converted basis.

(e) Use of Proceeds .

(i) The Company shall use at least $30 million of the proceeds (the “ Minimum Proceeds ”) from the sale of the Shares pursuant to the Purchase Agreement (but in any case not more than the total investment by Purchaser pursuant to the Purchase Agreement, with the exact amount of the proceeds and the timing of expenditures to be dedicated toward these purposes to be determined in good faith by the Company) to:

A. establish a direct or indirect wholly-owned subsidiary in the territory of the Russian Federation within 90 days of the Closing Date (the “ Russian Subsidiary ”);

B. structure the governing documents of the Russian subsidiary to (a) have 3 authorized members of its Board of Directors, of which one shall be a representative designated by the Purchaser (the “ Rusnano Representative ”), provided , that such Rusnano Representative has met the Board Qualifications and provided further that Purchaser continues to have the right to designate the Rusnano Designee to the Company’s Board of Directors pursuant to Section 6(a) hereof, and (b) provide the Rusnano Representative with a veto right with respect to all matters described in the monitoring regulations attached hereto as Exhibit A (the “ Monitoring Regulations ”);

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C. establish a multi-year budget with reasonable detail (which shall include a three-year business plan and annual and quarterly budgets) that will include a general plan for the use of the funds provided to the Russian Subsidiary;

D. build a manufacturing plant in the territory of the Russian Federation to produce the Company’s products, utilizing at least $15 million in Capital Expenses (as defined below) by July 31, 2014 for such purpose, and begin Full Scale Production (as defined below) at the facility no later than July 31, 2014;

E. hire a country manager within 180 days of the Closing Date to manage the Company’s operations in the territory of the Russian Federation;

F. establish a multi-year hiring plan within 90 days after hiring the country manager for hiring up to 50 employees in the territory of the Russian Federation;

G. obtain all necessary regulatory approvals and sales certificates in the United States and in the territory of the Russian Federation in a timely manner as required to meet the timelines set forth in this Section 6(e) and to sell the Company’s and the Russian Subsidiary’s products within the territory of the Russian Federation; and

H. enter into all necessary inter-company agreements and licenses between the Company, its affiliated entities and the Russian Subsidiary in a timely manner as required to meet the timelines set forth in this Section 6(e).

The Company may also use a portion of such funds for general working capital (including general and administrative services) and research and development purposes related to the Russian Subsidiary’s current and potential products; provided , that no more than 20% of the total foregoing amount used for purposes of research and development may be spent outside of the Russian Federation.

For purposes of this covenant, “ Full Scale Production ” shall have the meaning set forth on Exhibit B , attached hereto, and “ Capital Expenses ” shall mean funds spent or committed, either in or outside the Russian Federation, toward the acquisition or lease of buildings, machinery, equipment, tenant improvements, furniture, fixtures, tools, parts, attachments, software, design and installation services, and related items to develop and support manufacturing operations. Capital Expenses shall not include items characterized as research and development expenses for accounting purposes.

(ii) The Company shall ensure that (a) the Russian Subsidiary complies with the Monitoring Regulations, (b) the Russian Subsidiary is at all times subject to the Monitoring Regulations, and (c) any amendment to the charter of the Russian Subsidiary that modifies or otherwise affects the Rusnano Representative’s veto right with respect to any matter specified in the Monitoring Regulations requires the prior consent of the Purchaser (in the Purchaser’s sole discretion, which consent shall not be unreasonably withheld or delayed), so long as such veto right remains in effect. The Board of Directors of the Russian Subsidiary shall receive prompt notice of any consents, approvals or other decisions or actions that the Company may take from time to time as a shareholder of the Russian Subsidiary. The Russian Subsidiary shall adopt the Monitoring Regulations within ten (10) Business Days of the establishment of such corporate entity. All obligations of the Company pursuant to this Section 6(e)(ii) shall terminate upon the first to occur of: (1) such time as the Purchaser, together with its Affiliates, collectively, do not beneficially own at least the Minimum Shares, regardless of whether the Purchaser, together with its Affiliates, collectively, subsequently reacquire a sufficient number of shares to beneficially own at least the Minimum Shares, or (2) the Purchaser, in its sole discretion, irrevocably waives and terminates all of its rights under this Section 6(e)(ii).

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(iii) Penalty Payment . In the event that, on or prior to July 31, 2014, (1) the Company has not made aggregate investments in the Russian Subsidiary of at least $30 million, (2) the Company has not completed construction of the manufacturing plant described in (D) above or (3) the Russian Subsidiary has not sold any of the products produced by the Russian Subsidiary to third parties, the Company will in any such instance (but only in the first such instance) pay the Purchaser a cash amount equal to $5,000,000 (the “ Penalty ”). Notwithstanding the foregoing, in the event that the Company has not recorded aggregate revenue from sales of its products in the Russian Federation of at least $26.8 million during the Company’s eight fiscal quarters beginning July 1, 2012 and ending June 30, 2014, the “July 31, 2014” dates specified above in Section 6(e)(i)(D) and in this Section 6(e)(iii) shall be extended to March 31, 2015.

A. The Company and the Purchaser agree that the Penalty is a reasonable amount of liquidated damages for a breach of this Section 6(e) considering all of the circumstances existing at the time this Agreement is entered into, including the relationship of the value of the Penalty to the range of harm to the Purchaser. Said liquidated damages include (without limitation) attorneys’ fees incurred in connection with this Agreement and other costs and damages incurred by the Purchaser as a result of such occurrence, all as expressly stipulated and agreed between the parties in a bona fide attempt to liquidate and settle upon such actual damages. The provisions of this Section 6(e)(iii) constitute the sole and exclusive remedy for damages and monetary relief available to the Purchaser pursuant to this Agreement as a result of a breach of this Section 6(e) by the Company (except (1) to the extent that Purchaser suffers damages or incurs liability as a result of a claim, proceeding or action by a third party and (2) costs related to any action taken to enforce the terms of Section 6(e)(iii)).

B. The Purchaser acknowledges and hereby agrees that in no event shall the Company be obligated to pay to the Purchaser any other damages as a result of the Company’s alleged breach of any term of this Section 6(e) if the Company has paid the Penalty (except to the extent that Purchaser suffers damages or incurs liability as a result of a claim, proceeding or action by a third party or costs related to any action taken to enforce the terms of Section 6(e)(iii)).

C. Notwithstanding the foregoing or any other provision of this Agreement, in the event that the Penalty payment date set forth in Section 6(e)(iii) is not extended to March 31, 2015, the Company shall have ninety (90) days (the “ Cure Period ”) following written notice to the Company by Purchaser of a breach of this Section 6(e) to cure such breach; provided that the Cure Period shall not extend later than March 31, 2015. If the Company does not cure such breach within the Cure Period, then the Company shall pay the Penalty within 5 business days of the expiration of the Cure Period; provided , that in no event shall the Company be obligated to pay the full amount of the Penalty, except in the case of an uncured breach of Subsection 6(e)(iii)(1), Subsection 6(e)(iii)(2), or Subsection 6(e)(iii)(3).

(iv) In the event that the Company elects to transfer and/or contribute non-cash assets to the Russian Subsidiary by way of a contribution to charter capital or a contribution to assets, and the Company wishes to include the value of such transfer or contribution in partial satisfaction of the minimum amounts set forth in sections 6(e)(i) and/or 6(e)(i)(D) (a “ Non-Cash Asset Transfer ”), prior to such Non-Cash Asset Transfer, the Company shall (A) provide to the Purchaser a written notice of such proposed Non-Cash Asset Transfer that includes a detailed description of such proposed Non-Cash Asset Transfer and specifies whether such Non-Cash Asset Transfer is intended to be a contribution to charter capital or a contribution to assets and (B) obtain the prior written consent of the Purchaser to include such Non-Cash Asset Transfer toward the satisfaction of such amounts. The value of any (A) Non-Cash Asset Transfer by the Company that does not comply with this Section 6(e)(iv) or (B) lease of non-cash assets to the Russian Subsidiary shall not be included in determining whether the Company has satisfied the minimum amounts set forth in Sections 6(e)(i) and/or 6(e)(i)(D), unless otherwise agreed to in writing by the Purchaser.

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(v) The Purchaser covenants to cooperate, and to cause its Affiliates, the Rusnano Designee, and the Rusnano Representative to cooperate, with the Company in the taking of any action by the Company reasonably required by the Company in furtherance of this Section 6(e).

(f) Corporate Opportunities . The Company acknowledges that the Purchaser will likely have, from time to time, information that may be of interest to the Company (“ Rusnano Information ”) regarding a wide variety of matters including, by way of example only, (a) current and future investments the Purchaser (or its Affiliates) has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services, including, without limitation, technologies, products and services that may be competitive with the Company’s, and (b) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Rusnano Information may be of interest to the Company. Such Rusnano Information may or may not be known by the Rusnano Designee. The Company, as a material part of the consideration for this Agreement, agrees that the Purchaser and the Rusnano Designee shall have no duty to disclose any Rusnano Information to the Company or permit the Company to participate in any projects or investments based on any Rusnano Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Rusnano Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit the Purchaser’s ability to pursue opportunities based on such Rusnano Information or that would require the Purchaser or the Rusnano Designee to disclose any such Rusnano Information to the Company or offer any opportunity relating thereto to the Company. The foregoing waiver shall not apply to any opportunity that is presented to the Rusnano Designee principally because of his status as a director of the Company, nor shall the waiver apply to Purchaser principally because of its status as a stockholder of the Company, so long as the Purchaser has access to material non-public information pursuant to Section 6(b) hereof or otherwise.

7. Miscellaneous .

(a) Remedies . In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b) Compliance . Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.

(c) Entire Agreement . This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters.

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(d) Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, or waived unless the same shall be in writing and signed by the Company and Holders holding a majority of the then outstanding Registrable Securities, provided that any party may give a waiver as to itself; provided , however , that if any waiver or amendment to this Agreement materially and adversely affects the registration rights of the IRA Holders and does not materially and adversely affect the registration rights of the Holders in the same manner, then such waiver or amendment shall require the consent of the IRA Holders holding at least a majority of the IRA Registrable Securities then held by all IRA Holders; provided , further , that if any waiver or amendment to the Investors’ Rights Agreement materially and adversely affects the registration rights of the Holders and does not materially and adversely affect the registration rights of the IRA Holders in the same manner, then such waiver or amendment shall require the consent of the Holders holding at least a majority of the Registrable Securities then held by all Holders. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of certain Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates; provided , however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

(e) 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 then outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant registration rights senior to 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 pursuant to the terms and conditions of this Agreement or (b) to make a demand registration which could result in such registration statement being declared effective prior to any registration statement under the terms and conditions of this Agreement.

(e) Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

(f) Successors and Assigns . This Agreement, or any rights or obligations hereunder, may not be assigned by any Holder, by merger, operation or law or otherwise, without the prior written consent of the Company. Subject to the foregoing, the provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns.

(g) Execution and Counterparts . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “ .pdf ” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

(h) Governing Version . This Agreement has been drafted in English, and a Russian translation has been prepared by the Purchaser simultaneously with the execution of this Agreement and is attached hereto as Annex C . Such Russian version has been prepared solely for informational purposes and shall have no legal force or effect.

(i) Governing Law; Dispute Resolution . All matters concerning dispute resolution and the construction, validity, enforcement and interpretation of this Agreement and the Monitoring

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Regulations shall be determined in accordance with the provisions of Section 6.9 of the Purchase Agreement. Notwithstanding any other provision of this Agreement and except as set forth in Section 6(e) hereof (which Section shall not be subject to the General Cure Period (as defined below)), the Company shall have ninety (90) calendar days (the “ General Cure Period ”) following written notice to the Company by the Purchaser of a breach of any section of this Agreement (except as set forth in Section 6(e) hereof) to cure such breach. If the Company does not cure such breach within the General Cure Period, then the Purchaser may commence the dispute resolution procedures in accordance with the provisions of Section 6.9 of the Purchase Agreement.

(j) Cumulative Remedies . Except as provided herein, the remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l) Construction . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

(m) Force Majeure .

(i) Performance Excused . Each party hereto shall be excused from a failure to perform or a delay in performance under this Agreement to the extent caused by events beyond its reasonable control, including acts of God, war, riots, insurrections, political unrest, laws, proclamations, regulations, strikes of a regional or national nature, acts of terrorism, sabotage, floods, fires, explosions, acts of any government body, and other events beyond the reasonable control and without the fault of such Party (“ Force Majeure ”).

(ii) Mitigation . The party claiming Force Majeure shall use its commercially reasonable efforts to remove the cause of its inability to perform or its delay in performance. The party claiming Force Majeure shall give prompt written notice to the other parties of such event. The inability of a party to perform its obligations under this Agreement shall be deemed to have been subject to an event of Force Majeure to the extent that party’s ability to so perform has been directly inhibited or precluded because an event of Force Majeure has inhibited or precluded any other party from performing any material action on which the performance of such party’s obligations was dependent.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Rights Agreement as of the date first written above.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE OF PURCHASER TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Rights Agreement as of the date first written above.

PLAN OF DISTRIBUTION

We are registering the shares of common stock issued to the selling stockholders to permit the resale of these shares by the selling stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares. We will bear all fees and expenses incident to our obligation to register the shares.

Each selling stockholder of the shares of common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares covered hereby on The New York Stock Exchange or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

To the extent required by law, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution, which amended or supplemented prospectus may include the following information to the extent required by law:

The selling stockholders may also sell common stock under Rule 144 under the Securities Act of 1933, as amended, or the Securities Act, if available, rather than under this prospectus.

If underwriters are used in the sale, the shares will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. In connection with any such underwritten sale of shares, underwriters may receive compensation from the selling stockholders, for whom they may act as agents, in the form of discounts, concessions or commissions. If the selling stockholders use an underwriter or underwriters to effectuate the sale of shares, we and/or they will execute an underwriting agreement with those underwriters at the time of sale of those shares. To the extent required by law, the names of the underwriters will be set forth in a supplement to this prospectus or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus, used by the underwriters to sell those securities. The obligations of the underwriters to purchase those shares will be subject to certain conditions precedent, and unless otherwise specified in a prospectus or a prospectus supplement, the underwriters will be obligated to purchase all the shares offered by such prospectus or prospectus supplement if any of such shares are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440-1.

From time to time, one or more of the selling stockholders may pledge, hypothecate or grant a security interest in some or all of the common stock owned by them. The pledgees, secured parties, or persons to whom the shares have been hypothecated will, upon foreclosure, be deemed to be selling stockholders. The number of a selling stockholder’s shares offered under this prospectus will decrease as and when it takes such actions. The plan of distribution for that selling stockholder’s shares will otherwise remain unchanged.

In connection with the sale of the shares of common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell the shares short and deliver these securities to close out their short positions or to return borrowed shares in connection with such short sales, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the

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foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC.

The selling stockholders may also sell common stock from time to time through agents. We will name any agent involved in the offer or sale of such shares and will list commissions payable to these agents in a prospectus supplement, if required. These agents will be acting on a best efforts basis to solicit purchases for the period of their appointment, unless we state otherwise in any required prospectus supplement.

The selling stockholders may sell shares directly to purchasers. In this case, they may not engage underwriters or agents in the offer and sale of such shares.

A selling stockholders which is an entity my elect to make a pro rata in-kind distribution of the common stock to its members, partners or shareholders. In such event we may file a prospectus supplement to the extent required by law in order to permit the distributees to use the prospectus to resell the shares acquired in the distribution. A selling stockholder which is an individual may make gifts of shares covered hereby. Such donees may use the prospectus to resell the shares or, if required by law, we may file a prospectus supplement naming such donees.

The selling stockholders and any broker-dealers or agents that are involved in selling the common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any discounts, commissions or concessions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each selling stockholder has informed us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the shares. In no event shall any underwriter or broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act, and the selling stockholders may be entitled to contribution. We may be indemnified by the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, or we may be entitled to contribution.

The selling stockholders will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder unless an exemption therefrom is available.

We agreed to use our commercially reasonable efforts keep the registration statement of which this prospectus is a part effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without regard to any volume restrictions by reason of under Rule 144 under the Securities Act or any other rule of similar effect, (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect or (iii) two years from the date the registration statement of which this prospectus is a part was declared effective by the SEC, provided that such two year period is subject to extension for the number of days that the

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effectiveness of the registration statement of which this prospectus is a part is suspended. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale of shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

There can be no assurance that any selling stockholder will sell any or all of the common stock registered pursuant to the registration statement, of which this prospectus forms a part. In addition, there can be no assurances that any selling stockholder will not transfer, devise or gift the shares by other means not described in this prospectus.

Once sold under the registration statement, of which this prospectus forms a part, the shares will be freely tradable in the hands of persons other than our affiliates.

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Annex B

NEOPHOTONICS CORPORATION

SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE

The undersigned holder of shares of the common stock, par value $0.0025 per share of NeoPhotonics Corporation (the “ Company ”) issued pursuant to a certain Share Purchase Agreement by and among the Company and the Purchasers named therein, dated as of April 27, 2012 (the “ Agreement ”), understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “ Resale Registration Statemen t”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “ Securities Act ”), of the Registrable Securities in accordance with the terms of the Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “ Prospectus ”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and may not use the Prospectus for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in the Resale Registration Statement and the Prospectus.

NOTICE

The undersigned holder (the “ Selling Stockholder ”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item (3), pursuant to the Resale Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the Agreement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

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Note: If yes, provide a narrative explanation below:

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

Type and amount of other securities beneficially owned:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

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The undersigned has reviewed the form of Plan of Distribution attached as Annex A to the Registration Rights Agreement, and hereby confirms that, except as set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct and complete.

State any exceptions here:

***********

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the effective date of any applicable Resale Registration Statement. All notices hereunder and pursuant to the Agreement shall be made in writing, by hand delivery, confirmed or facsimile transmission, first-class mail or air courier guaranteeing overnight delivery at the address set forth below. In the absence of any such notification, the Company shall be entitled to continue to rely on the accuracy of the information in this Notice and Questionnaire.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Resale Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of any such Registration Statement and the Prospectus.

By signing below, the undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering of Registrable Securities pursuant to the Resale Registration Statement. The undersigned also acknowledges that it understands that the answers to this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Registration Rights Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities Act.

The undersigned hereby acknowledges and is advised of the following Compliance and Disclosure Interpretation (“ CDI ”) of the staff of the Division of Corporation Finance (with respect to Securities Act Sections) regarding short selling:

“ 239.10 An issuer filed a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the short sale could not be made before the registration statement becomes effective, because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold prior to the effective date. [Nov. 26, 2008]”

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By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing interpretation.

I confirm that, to the best of my knowledge and belief, the foregoing statements (including without limitation the answers to this Questionnaire) are correct.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

Han Le

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

Tel: (650) 843-5000

Fax: (650) 849-7400

Email: hle@cooley.com

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Annex C

RUSSIAN TRANSLATION OF RIGHTS AGREEMENT

[Omitted]

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EXHIBIT A

Monitoring Regulations

Regulation

on Monitoring and Control over the Use of Investment Capital in

the Project Company

Moscow

2012

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Contents

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1. General

1.1. This Regulation on Monitoring and Control over the Use of Investment Capital in the Project Company (hereinafter the “ Regulation ”) are the internal policy of the Project Company developed pursuant to and in accordance with the Russian law requirements and Article [•] of the Articles of Association of the Project Company.

1.2. The Regulation establishes the procedure for the expenditure of the Investment Capital by the Project Company. In the event of any inconsistencies between the Regulation and the Articles of Association of the Project Company, the provisions of the Articles of Association shall prevail.

1.3. The basic principles for supervising the intended use of the Investment Capital are as follows:

2. Terms and Definitions

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3. Transfer of the Initial Installment

3.1. The Initial Installment may be transferred to the Project Company provided that the following conditions are met:

3.1.1. According to the Project Company’s Articles of Association:

3.1.1.1. The Project Company’s Board of Directors (the “Board of Directors”) is authorized inter alia to handle the following issues: (a) execution, modification and termination of an agreement with the Project Company’s Bank; (b) approval of the Project Company’s Quarterly Budget (or other similar document regulating the financing of the Project Company’s operations).

3.1.1.2. Subject to Para 3.1.1.4, the matters set forth in Para 3.1.1.1 shall be resolved by unanimous vote of the Project Company’s Board of Directors.

3.1.1.3. General Director shall inform members of the Board of Directors in the form of monthly reports on Quarterly Budget fulfillment.

3.1.1.4 . The Investor Representative shall not unreasonably object to any decisions made by the Board of Directors and shall cooperate with the Company and the Project Company’s Board of Directors in the taking of any action in furtherance of the Investment Project.

3.1.1.5 If subsidiary companies of the Project Company are established (lower tier companies), such companies shall be subject to this Regulation in the same manner as the Project Company.

3.1.1.6 The power of the General Director to expend the Investment Capital shall be limited by the amounts of money specified in the Quarterly Budget and is subject to the Quarterly Budget approval by the Board of Directors. Should the Quarterly Budgets have not been approved, the General Director shall expend the Investment Capital in accordance with this Regulation.

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3.1.2. One representative of the Investor who is also the Investor Representative is a member of the Board of Directors.

3.1.3. The Project Company and the Project Company’s Bank have executed a bank account agreement on the terms specified in Para 6.2 hereof.

3.2. When the Project terms require that the Company make the Initial Installment to the Project Company upon its establishment, the Initial Installment may be transferred to an accumulation account which is not a Special Account. If this is the case, the General Director shall arrange for the transfer of funds to a Special Account by no later than 30 (thirty) business days of crediting of the Initial Installment to the accumulation account.

4. TRANSFER OF ADDITIONAL INSTALLMENTS

4.1. The provisions outlined in Section 3 hereof shall apply to the procedure and requirements regarding the transfer of an Additional Installment and the monitoring of the Additional Installments expenditure taking into account the requirements specified in Para 4.2 hereof.

4.2. The Additional Installment may be transferred provided that all of the following requirements are met:

5. Review and Approval of the Quarterly Budget

5.1. The General Director or an authorized representative thereof shall prepare and submit a Draft Quarterly Budget developed per the Project Budget to the Project Company’s Board of Directors for review and approval no later than 15 (fifteen) business days prior to the beginning of each quarter. The first Quarterly Budget to be approved upon transfer of the Initial Installment may be approved for the current quarter; if such is the case, it shall be submitted to the Project Company’s Board of Directors for review and approval in the shortest possible time upon transfer of the Initial Installment, not to exceed ten calendar days. The initial Quarterly Budget may also be approved prior to the transfer of the Initial Installment.

5.2. The members of the Board of Directors shall review the draft Quarterly Budget submitted for their consideration and notify the General Director about their comments to the Quarterly Budget by e-mail not later than 5 (five) business days from the moment when the draft Quarterly Budget was submitted to the members of the Board of Directors. If no comments regarding the draft Quarterly Budget are submitted to the General Director by a member of the Board of Directors within this period such Quarterly Budget shall be deemed agreed by such member of the Board of Directors.

5.3. The Board of Directors shall make every effort to approve the Quarterly Budget no later than 10 (ten) days prior to the beginning of the next quarter.

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5.4. The Quarterly Budget may include a reserve for windfall payments (the “ Reserve for Windfall Payments ”) that may be required to cover the Project Company’s unbudgeted urgent expenses during the relevant budget period. The size of the reserve shall be suggested by the General Director during the budgeting, but shall not be more than 10% of the total budget for the relevant budget period.

5.5. The General Director shall submit the Quarterly Budget approved by the Project Company’s Board of Directors to all the members of the Board of Directors and to the Project Company’s Bank within three calendar days of approval.

5.6. If the Quarterly Budget is not approved by the Board of Directors prior to the beginning of the next quarter, the Project Company may use its bank account to pay for operating expenses provided that:

5.6.1. The Board of Directors may determine a list of operating expenses. A decision concerning such list shall made by the Board of Directors, particularly in compliance with this Regulation. The amount of operating expenses shall not exceed the corresponding amount paid over the previous period;

5.6.2. Such expenses as remuneration of labor and other compulsory payments required by law shall be paid unconditionally;

5.6.3. No spending limitations shall apply to the expenses covering the costs listed in Para 5.6.2; the expenses for the remuneration of labor mean salaries to the Project Company’s employees and include all wage markups and other payments required by the Russian Federation laws (these expenses do not include payment of rewards and yearly and interim bonuses to the Project Company’s employees);

5.6.4. The above procedure of covering the operating expenses in the event when the Quarterly Budget is not approved by the Project Company’s Board of Directors prior to the beginning of the next quarter may be used for no longer than three months after the expiry of the last approved Quarterly Budget or no longer than the duration of mediation procedures stipulated by the applicable documents of the Project Company.

6. Expenditure of Funds by the Project Company

6.1. The General Director shall ensure that the Project Company has a Special Account intended to monitor the proper use of budgeted funds.

6.2. The supervision of the proper use of Investment Capital will be administered by inclusion of the following terms into the contract with the Project Company’s Bank:

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The contract with the Project Company’s Bank may provide for electronic document delivery.

If the Project Company’s Articles of Association and/or other internal documents contain other limitations (along with those listed above) of the General Director’s authority related to spending of funds, such limitations shall also be incorporated in the bank account agreement to be concluded with the Project Company’s Bank.

6.3. The Board of Directors shall unanimously approve the Project Company’s Bank, which shall be selected from the list of banks suggested by the Investor and the Company.

6.4. The Project Company may execute, modify and terminate a bank account agreement with the Project Company’s Bank upon a corresponding unanimous decision of the Board of Directors and as provided by the Project Company’s Articles of Association.

6.5. The Project Company may allocate its temporarily unused investment capital in bank deposits of different terms, provided that the bank meets the requirements set forth by the unanimous vote of the members of the Board of Directors, for the banks allowed to hold temporarily unused cash of the Project Company. Deposit of such temporarily unused funds of the Project Company may only be allowed when their return to the Special Account is guaranteed and shall be in accordance with the Company’s Investment Policy.

The provisions that guarantee the return of funds and specify the requirements to the depositing of funds shall be clearly outlined in the decision of the Board of Directors. Therefore, the Project Company’s Articles of Association and other documents must empower the Investor’s Representatives with the right and legal capacity to block the decisions made by the Board of Directors regarding the allocation of temporarily unused investment capital.

7. Excess of Expenditures over the Project Company’s Quarterly Budget

7.1. When additional expenditure is required (over the amount allocated for corresponding items in the Project Company’s Quarterly Budget or for any unbudgeted items), the General Director shall be entitled to finance such additional expenses from and within the limit of the Reserve for Windfall Payments budget item or any other similar item in the Quarterly Budget.

7.2. If the Project Company makes payments from the Reserve for Windfall Payments budget item, the General Director shall advise the members of the Board of Directors of such payments, their terms (to include the purpose, amount and recipient of payment) and reasons for the payment no later than the business day following the date of payment.

7.3. If the funds allocated in the corresponding items of the Quarterly Budget are insufficient to make payments, the General Director may request the Project Company’s Board of Directors to call a meeting of the Board of Directors to discuss suggested modifications (revisions) to the Quarterly Budget; in so doing, the General Director shall provide applicable documentation to justify the amounts of and the need for such additional expenses.

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7.4. If the Board of Directors decides to approve the modifications (revisions) to the Project Company’s Quarterly Budget, the General Director shall submit such approval to the Project Company’s Bank to enable such payments.

8. Quarterly Budget Fulfillment Reports

8.1. The General Director shall be responsible for the preparation of Quarterly Budget Fulfillment Reports.

8.2. The General Director shall prepare the Project Company’s Quarterly Budget Fulfillment Reports based on the documents confirming the transfer of investment capital to the Project Company’s counterparties attaching the Project Company Bank’s payment reports.

8.3. The General Director shall submit monthly reports on the fulfillment of the Quarterly Budget to the Board of Directors no later than 5 (five) business days after the end of the reported month.

8.4. Quarterly reports on the fulfillment of the Quarterly Budget shall be reviewed at the meeting of the Board of Directors.

9. Final Provisions

9.1. This Regulation shall become effective at the time of the decision of the Board of Directors to adopt this Regulation is signed by the Chairman of the Board of Directors and other authorized persons, if any are required by applicable law.

9.2. This Regulation shall be automatically terminated and have no further force and effect upon the date that the Investor does not beneficially own at least 2,486,452 shares of the common stock of NeoPhotonics Corporation (the “ Minimum Shares ”) regardless of whether the Investor subsequently reacquires a sufficient number of shares to beneficially own at least the Minimum Shares.

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EXHIBIT B

Full Scale Production

1 Facility Overview

NeoPhotonics will establish a facility in the Russian Federation to engage in manufacturing, sales and research & development relating to NeoPhotonics products.

2 Geographical location

NeoPhotonics planning and research in Russia has resulted in the conclusion that the vicinities of St. Petersburg and Moscow are the two locations that are preferred for locating the facility. Each city offers proximity to international airports, European suppliers, domestic and European customers as well as to a relevant talent pool. St. Petersburg is preferable at this time given proximity to relevant engineering talent and institutions.

3 Functional elements and area

NeoPhotonics expects the facility will comprise several functional elements, with relative area shown opposite each functional element. It is expected that a Class A leased facility will be used, however, the Neudorf SEZ remains a possibility based on prior research.

The foundry equipment may be used or new, and may be purchased in sets or individually. Generally, the equipment types include deposition and etch tools; aligners, dicers and steppers; ovens and wet benches; coaters and sputterers. The market pricing and availability of equipment varies over time, and alternative approaches can be used where market conditions necessitate, thus specific configurations will be determined based on price and availability at the time of purchase.

8

Exhibit 10.3

April 27, 2012

NeoPhotonics Corporation

2911 Zanker Road

San Jose, California 95134

Ladies and Gentlemen:

The undersigned, Open Joint Stock Company “RUSNANO” (Principal State Registration Number 1117799004333, with registered office at Prospect 60-letiya Oktyabrya 10a, 117036 Moscow, Russian Federation) (“Rusnano”), has entered into a Share Purchase Agreement and a Rights Agreement (the “Rights Agreement”) with NeoPhotonics Corporation (the “Company”), each dated April 27, 2012, in connection with the purchase and sale of 4,972,905 shares of the Company’s common stock, $0.0025 par value (“Common Stock”), for $39,783,240 (the “Private Investment”).

In consideration of the foregoing, and in order to induce the Company to sell and issue the Common Stock in the Private Investment, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Rusnano hereby agrees that, unless this lock-up agreement is earlier terminated as provided below, without the prior written consent of the Company, Rusnano will not, for a period of two (2) years from the closing of the Private Investment (the “Closing”), directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of or enter into any transaction or device which is designed to, or would reasonably be expected to, result in the disposition by Rusnano at any time in the future of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (the “Restricted Shares”), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

This lock-up agreement shall not apply to (1) shares of Common Stock or other securities acquired in open market transactions after the completion of the Private Investment or (2) shares of Common Stock or other securities of the Company acquired by Rusnano or any of its Affiliates, including, without limitation, any representative of Rusnano who serves on the Board of Directors of the Company at any time, upon the exercise of any equity award granted to Rusnano or any of its Affiliates pursuant to the Company’s equity incentive plans. For the sake of clarity, the securities described in clauses (1) and (2) of this paragraph shall not be “Restricted Shares” for purposes of this lock-up agreement.

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this lock-up agreement.

Notwithstanding the foregoing, Rusnano may transfer Restricted Shares (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct

or indirect Affiliate (as defined in the Rights Agreement) of Rusnano or (2) to the stockholders, partners, members or other equity holders of Rusnano (collectively, the “Permitted Transfers”). In connection with any Permitted Transfer, it shall be a condition to such Permitted Transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Restricted Shares subject to the provisions of this lock-up agreement and there shall be no further transfer of such Restricted Shares except in accordance with this lock-up agreement.

Notwithstanding anything to the contrary herein, this lock-up agreement shall automatically terminate and Rusnano will be released from all obligations hereunder upon the earlier to occur, if any, of (1) the date on which a third party, together with its Affiliates (collectively, a “Major Investor”), acquires a number of shares of Common Stock and/or securities of the Company convertible into or exchangeable for Common Stock such that such Major Investor’s beneficial ownership percentage of the Company’s outstanding shares of Common Stock (assuming the conversion and exchange of all outstanding securities of the Company into shares of Common Stock) is equal to or greater than twenty-five percent (25%), (2) the closing of the sale of all or substantially all of the Company’s assets, (3) the closing of a merger, consolidation or similar transaction involving the Company unless immediately following the consummation of such transaction the stockholders of the Company immediately prior to the consummation of such transaction continue to hold more than 50% of all of the outstanding Common Stock or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction, and (4) the date on which any Person or “group” (as such term is used in Section 13 of the Securities Exchange Act of 1934, as amended), directly or indirectly, beneficially owns 50% or more of the total outstanding voting power of the Company’s capital stock.

Rusnano hereby represents and warrants that Rusnano has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of Rusnano shall be binding upon the successors, assigns, heirs or personal representatives of Rusnano.

This lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

[Signature Page to Lock-Up Agreement]