EX-10.8



 Exhibit 10.8 

EXECUTION VERSION 
 AMENDMENT TO
SHARE PURCHASE AGREEMENT 
 THIS AMENDMENT TO SHARE PURCHASE AGREEMENT (this “Amendment”) is entered into as of
September 26, 2014, by and among: 
 1. InnoLight Technology Corporation; 

2. GC I, LP; 
 3. Lightspeed
China Partners I, L.P.; and 
 4. Lightspeed China Partners I-A, L.P. 

Each of the parties to this Amendment is referred to herein individually as a “Party” and collectively as the
“Parties.” Capitalized terms used but not defined herein shall have the meanings set forth in the series C preferred shares purchase agreement, dated July 7, 2014, entered into by and among the Parties, InnoLight Technology HK
Limited, InnoLight Technology (Suzhou) Ltd., Innolight Technology USA, Inc., Suzhou Xumao Co., Ltd. and Sheng Liu (the “Agreement”). 

RECITALS 
 WHEREAS, the
Parties hereto desire to amend certain terms of the Agreement in accordance with Section 10.08 thereof. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 
 SECTION 1 AMENDMENTS 

 

	(1)	Section 1.03 of the Agreement shall be amended by replacing the entire section with the text and capitalization below: 


Following the completion of the Restructuring and the closing of the issuance and sale of the Series C Preferred Shares pursuant to this
Agreement, the post-investment capitalization structure of the Company shall be as follows: 
  

											
	 Shareholders
	  	Shares	  	No. of Shares	 	  	Share Percentage	 
	Glory Castle Holdings Limited







	  	Ordinary Shares	  	 	4,226,667	  	  	 	16.95%	  
	  	Series A
 Preferred Shares
	  	 	565,140	  	  
	  	Series A-1
Preferred Shares	  	 	3,201,184	  	  









											
	 Shareholders
	  	Shares	  	No. of Shares	 	  	Share Percentage	 
	Osa Mok	  	Ordinary Shares	  	 	840,000	  	  	 	6.88%	  
	Wen-wei Liu	  	Ordinary Shares	  	 	40,000	  	  
	Wei-Long William Lee	  	Ordinary Shares	  	 	300,000	  	  
	Minxu Li	  	Ordinary Shares	  	 	100,000	  	  
	Monet Investment Inc.	  	Series A
Preferred Shares	  	 	600,000	  	  
	Chin-Shun Wu	  	Series A
Preferred Shares	  	 	600,000	  	  
	Emil Chang	  	Series A
Preferred Shares	  	 	20,000	  	  
	Cascade Capital Management LLC	  	Series A-1
Preferred Shares	  	 	333,333	  	  
	  	Series B-1
Preferred Shares	  	 	416,667	  	  
				
	Hsing Hsien Kung	  	Ordinary Shares	  	 	160,000	  	  	 	3.52%	  
	  	Series A
Preferred Shares	  	 	1,000,000	  	  
	  	Series A-1
Preferred Shares	  	 	500,000	  	  
				
	Hua Yuan International Limited



 	  	Series A
 Preferred Shares
	  	 	1,900,000	  	  	 	4.03%	  
				
	Cowin Jin Qu Limited	  	Series A-1
Preferred Shares	  	 	2,622,930	  	  	 	5.56%	  
				
	Cowin Wan Sheng Limited	  	Series B
Preferred Shares	  	 	2,138,439	  	  	 	4.53%	  
				
	Acorn Campus Venture Fund III	  	Series A
Preferred Shares	  	 	1,303,704	  	  	 	2.76%	  
				
	Qianrong Capital Limited	  	Series A-1
Preferred Shares	  	 	1,083,333	  	  	 	2.30%	  
				
	Guofa Rongfu Capital Investment (Hong Kong) Limited







	  	Series A-1
 Preferred Shares
	  	 	833,333	  	  	 	1.77%	  
				
	Selected Partners Limited	  	Series A-1
Preferred Shares	  	 	132,149	  	  	 	0.28%	  
				
	Refele Holdings Limited



	  	Series A
Preferred Shares	  	 	439,070	  	  	 	0.93%	  
				
	Refele Investment Holdings Limited	  	Series A-1
Preferred Shares	  	 	500,000	  	  	 	1.06%	  
				
	Rongda Venture Debt Limited	  	Series B-1
 Preferred Share
	  	 	1,000,000	  	  	 	2.12%	  
				
	Ancient Jade International Holdings Limited



	  	Series B-1
 Preferred Share
	  	 	1,250,000	  	  	 	2.65%	  









											
	 Shareholders
	  	Shares	  	No. of Shares	 	  	Share Percentage	 
	Wai Yan Sandy Chau	  	Series B-1
 Preferred Share
	  	 	166,667	  	  	 	0.35%	  
				
	Zheyang Wang	  	Series B-1
Preferred Shares	  	 	666,666	  	  	 	1.41%	  
				
	Shengtang Capital Limited	  	Series B-1
 Preferred Share
	  	 	833,333	  	  	 	1.77%	  
				
	Majuven Fund I Ltd	  	Series B-1
 Preferred Share
	  	 	833,333	  	  	 	1.77%	  
				
	Datai Optical Investment Limited	  	Series B-1
 Preferred Share
	  	 	1,583,333	  	  	 	3.36%	  
				
	Acorn Campus Venture Fund I, LP	  	Series B-1
 Preferred Share
	  	 	833,333	  	  	 	1.77%	  
				
	 Lightspeed China Partners I, L.P.
 Lightspeed
China Partners I-A, L.P.
	  	Series C
Preferred Share	  	 	4,716,889	  	  	 	10.00%	  
				
	GC I, LP	  	Series C
Preferred Share	  	 	9,070,940	  	  	 	19.23%	  
				
	ESOP (as defined in Section 3.01(c))	  		  	 	2,358,444	  	  	 	5.00%	  
		  		  	  
	  
	 	  	  
	  
	 
	Total				 	47,168,887	  		 	100%	  
		  		  	  
	  
	 	  	  
	  
	 

  

	(2)	Section 3.02(a) of the Agreement shall be amended as follows: 

 (a) Ordinary Shares.
Immediately prior to the Closing and after giving effect to the Restructuring, a total number of 100,000,000 authorized ordinary shares, par value US$0.001 per share (the “Ordinary Shares”), of which 5,666,667 shares are issued and
outstanding. 
  

	(3)	Section 3.02(b) of the Agreement shall be amended as follows: 

 (b) Preferred Shares.
Immediately prior to the Closing and after giving effect to the Restructuring, (i) a total of 6,427,914 authorized series A convertible preferred shares of the Company, par value of US$0.001 per share (the “Series A Preferred
Shares”), all of which shares are issued and outstanding; (ii) a total of 9,206,263 authorized series A-1 convertible preferred shares of the Company, par value of US$0.001 per share (the “Series A-1 Preferred
Shares”), all of which are issued and outstanding; (iii) a total of 2,138,438 authorized series B convertible preferred shares of the Company, par value of US$0.001 per share (the “Series B Preferred Shares”), all of
which shares are issued and outstanding; (iv) a total of 7,583,332 authorized Series B-1 convertible preferred shares of the Company, par value of US$0.001per share (the “Series B-1 Preferred Shares”), all of which shares are
issued and outstanding; and (v) a total number of 13,787,829 authorized Series C Preferred Shares, par value of US$0.001 per share, none of which are issued and outstanding and all of which will be issued and outstanding upon Closing to the
Investors in such number as set forth opposite such Investors’ names on Schedule A attached hereto. Series A Preferred Shares, Series A-1 Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares, and Series C Preferred
Shares are referred to collectively herein as “Preferred Shares”. 
  

	(4)	Section 3.11 of the Agreement shall be amended as follows: 

 SECTION 3.11
Compliance with Laws; Consents and Permits. 







 Other than as described in Section 3.11 of the Disclosure Schedule, none of the Warrantors
is or has been in violation in any material respect of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the
ownership of its properties. All consents, licenses, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority (the “Permits”) and any
third party (collectively with the Permits, the “Consents”) which are required to be obtained or made by each Group Company or Xumao in connection with the consummation of the transactions contemplated under the Transaction
Documents shall have been obtained or made prior to and shall be fully effective as of the Closing. Each Group Company has all franchises, Consents and any similar authority necessary for the conduct of its business as currently conducted and as
proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies is in default under any of such franchises, Consents or other similar authority. Any other direct or indirect
shareholders of the Company who are domestic residents as defined under the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Overseas Investment and Financing and Roundtrip Investment through Offshore Special
Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014 (“Circular 37”) and any successor rule or regulation under PRC law have completed the registration with the
competent local counterpart of the SAFE in respect of the proposed subscription of shares and investment in offshore special purpose vehicles (as defined in Circular 37) that are owned or controlled by such individual shareholders in accordance with
the requirements of Circular 37. The transactions contemplated by the Transaction Documents are not subject to any regulatory approvals from the relevant governmental authorities under Antitrust Laws. The Group Companies aggregate revenue falls
below the threshold that would require any filings under Antitrust Laws. “Antitrust Laws” means laws and regulations in relation to monopolization restraints of trade and other aspects of competition that apply to the business and
dealings of the Group Companies and the Investors (including their respective Affiliates) (as applicable), including, without limitation, the Sherman Act, Clayton Act and Hart-Scott-Rodino Antitrust Improvements Act in the United States, and the
Antimonopoly Law of the PRC. 
  

	(5)	Section 7.06 of the Agreement shall be amended as follows: 

 SECTION 7.06
Registration under Circular 37. 
 As soon as possible but in no event later than ten (10) days after the Closing, to the extent
legally required or required by the competent local counterpart of the SAFE to conduct the registration under Circular 37, each of the direct or indirect shareholders of the Company, who is a PRC resident, shall apply to and, within ninety
(90) days after the Closing, obtain a written acceptance from the competent local counterpart of the SAFE in the PRC for the change registration with respect to the transactions contemplated herein and any previous shareholding changes of the
Company or InnoLight SZ (if applicable) pursuant to the Circular 37 and shall use its reasonable best efforts to complete such change registration by no later than February 28, 2015 so that following completion of the change registrations such
direct and indirect shareholders of the Company shall be fully compliant with Circular 37 and all other applicable SAFE rules and regulations. 
  

	(6)	Section 7.12 of the Agreement shall be amended as follows: 

 SECTION 7.12
Payment of PRC Taxes; Agreement to Repay Loans 







 Within thirty (30) Business Days following the Closing, Xumao and any other shareholders of
the PRC Company who has any PRC tax liability in connection with the Restructuring shall make appropriate tax filing with the relevant PRC tax authority with respect to the Restructuring and shall have paid (or otherwise agreed to pay in a manner
satisfactory to the Investors) its PRC tax liability related to the Restructuring; provided that in the event such thirtieth (30th) Business Day following the Closing falls outside of the
applicable quarterly enterprise income tax filing window as prescribed by the competent local tax authority, such filing and payment of tax liability shall be completed as promptly as practicable after the beginning of the next available filing
window. In no event later than December 31, 2014, the management team shall make appropriate tax filing with the relevant PRC tax authority with respect to the Restructuring and shall have paid (or otherwise agreed to pay in a manner
satisfactory to the Investors) its PRC tax liability related to the Restructuring. To the extent that any loan is extended by the Company to the management team to facilitate payment of such PRC taxes, each such loan shall be due and payable upon
the earlier of (i) September 30, 2015, or (ii) the filing of an initial registered public offering of securities of the Company in the United States or another jurisdiction. 

 

	(7)	Section 8.13 of the Agreement shall be amended as follows: 

 SECTION 8.13
Restructuring Plan; Compliance. 
 Each of the Group Companies the Founder and Xumao shall have completed all the items in the
Restructuring Plan on terms satisfactory to the Investors, and shall deliver evidence satisfactory to the Investors that such items have been completed, except that the Investors acknowledge that the sale of the equity interest in InnoLight SZ held
by Zhongxin Suzhou and/or the exchange of the same for shares of the Company in accordance with the Restructuring may not be completed prior to the Closing. Each of the Group Companies and the Founder shall have complied with any applicable laws and
successfully completed any registration or other legal requirements with relevant governmental agencies in connection with the Restructuring and the issuance of the Series C Preferred Shares, including satisfaction of all applicable requirements of
Circular 37 (except with respect to the Circular 37 change registrations as set forth in Section 7.06 that the Investors have agreed may be completed following the Closing), compliance with all applicable rules of the PRC Ministry of Commerce,
appropriate filings with all applicable governmental and tax authorities, compliance with structural, economic consolidation and other ownership requirements under the laws of all applicable jurisdictions and international accounting rules, and
compliance with all relevant employment laws, including those relating to social security and other obligations of any Group Company. 
  

	(8)	Schedule C to the Agreement shall be amended as follows: 

 Key Employees 

 

					
	 Name
	  	 ID Name
	  	 Title

			
	Michael Xu	  	Xiaoming Xu/



	  	R&D Senior Project Manager
			
	Xinjun Zhou	  	



	  	R&D Director
			
	Oliver Sun	  	Yuzhou Sun/



	  	Optical Senior Manager
			
	Pan Wang	  	



	  	Senior Director of Operation
			
	Kobe Huang	  	Peng Huang/



	  	Sourcing Senior Manager









					
			
	Kevin Wen	  	Xianfeng Wen/



	  	40G Manufacturing Engineering—Module Project Manager
			
	Stoone Song	  	Yan Song/



	  	10G Engineering Manager
			
	Owen Li	  	Bin Li/



	  	10G Product Line Manufacturing Manager
			
	Kewei Zheng	  	



	  	QA Director
			
	Haiyan Ye	  	



	  	Purchasing Senior Manager
			
	Echo Li	  	Huaying Li/



	  	GM Assistant
			
	Tingky Chen	  	Caiyun Chen/



	  	HR Manager
			
	Hugo Lin	  	Chunghsi Lin/



	  	Finance Director
			
	Amis Shi	  	Haiyue Shi/



	  	Assistant Accounting Manager
			
	Minxu Li	  	Minxu Li	  	Director of Marketing

 Executive Officers 
  

					
	 Name
	  	 ID Name
	  	 Title

	Osa Mok	  	Osa Chou-Shung Mok	  	CMO, VP of International Markets
	Charlie Wang	  	Xiangzhong Wang/



	  	VP, R&D
	Bill Lee	  	Wei-Long William Lee	  	CTO
	Hai Ding	  	



	  	VP, Operation
	Gaohong Shi	  	



	  	VP, Engineering
	Alan Bai	  	Yaheng Bai/



	  	VP, Sales

  

	(9)	Exhibit A to the Agreement shall be amended and restated as set forth in Exhibit A hereto. 

  

	(10)	Article 6 on page 1 of Exhibit B to the Agreement shall be amended as follows: 

  

	6.	The authorized share capital of the Company is US$139,143.776 consisting of 139,143,776 shares of a nominal or par value of US$0.001 each, of which: (i) 100,000,000 are designated as ordinary shares of a nominal or
par value of US$0.001 each (the “Ordinary Shares”), (ii) 6,427,914 are designated as series A preferred shares of a nominal or par value of US$0.001 each (the “Series A Preferred Shares”), (iii) 9,206,262
are designated as series A-1 preferred shares of a nominal or par value of US$0.001 each (the “Series A-1 Preferred Shares”, together with Series A Preferred Shares, the “Series A Shares”), (iv) 2,138,439 of
which are designated as series B preferred shares of a nominal or par value of US$0.001 each (the “Series B Preferred Shares”), (v) 7,583,332 of which are designated as series B-1 preferred shares of a nominal or par value of
US$0.001 each (the “Series B-1 Preferred Shares”, together with Series B Preferred Shares, the “Series B Shares”, together with the Series A Shares, the “Junior Preferred Shares”), and
(vi) 13,787,829 are designated as series C preferred shares of a nominal or par value of US$0.001 each (the “Series C Preferred Shares,” together with the Junior Preferred Shares, the “Preferred Shares”), with
power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law and the Articles of Association and to issue any part of its
capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise
expressly declare every issue of shares whether declared to be Preferred Shares or otherwise shall be subject to the powers hereinbefore contained. 









	(11)	The definition of Ordinary Shares on page 4 of Exhibit B to the Agreement shall be amended as follows: 


Ordinary Shares ordinary shares with the par value of US$0.001 each in the capital of the Company. 

 

	(12)	Paragraph C of Article 42 of Exhibit B to the Agreement shall be amended as follows: 

  

	C.	Notwithstanding anything to the contrary herein, prior to the Redemption Start Date, within thirty (30) days following the occurrence of any Special Redemption Event (as defined below), the holders of Series C
Preferred Shares may elect to have all or any portion of the Series C Preferred Shares held by them immediately redeemed at the Special Redemption Price (as defined below). The price at which each Series C Preferred Share is redeemed under this
Article 42C (the “Special Redemption Price”) shall be the higher of (a) the General Redemption Price, and (b) the then current fair market value of such Series C Preferred Share (as determined in good faith by the Board,
including the Investor Directors). If the Board is unable to determine in good faith the fair market value, the Series C Supermajority shall have the right to request that the determination of fair market value shall be made by an independent
appraiser selected jointly by the Board and the Series C Supermajority, the cost of such appraisal to be borne by the Company. The “Redemption Price” shall mean, the General Redemption Price or the Special Redemption Price, as the
context requires. The “Special Redemption Event” means any of the following: (i) if China-Singapore Suzhou Industrial Park Ventures Co., Ltd. (“Zhongxin Suzhou”) fails to either complete the exchange of its
equity interest in InnoLight SZ for Shares of the Company (such that InnoLight SZ becomes a wholly owned subsidiary of InnoLight HK) by December 31, 2014 or complete the transfer of its equity interest in InnoLight SZ to InnoLight HK or
otherwise complete the redemption or the transfer of its equity interest in InnoLight SZ to any other party acceptable to the Series C Majority by March 31, 2015; (ii) if the requisite registrations with competent local counterpart of the
SAFE shall not have been completed by February 28, 2015 by all direct or indirect shareholders of the Company that are required to complete such registrations in accordance with the Notice on Relevant Issues Concerning Foreign Exchange Control
on Domestic Residents’ Overseas Investment and Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014 (“Circular
37”) and any successor rule or regulation under PRC law so that such shareholders are fully compliant with Circular 37 by such date, or (iii) if any loans granted to the management of InnoLight SZ have not been repaid in full by such
members of management of InnoLight SZ upon the earlier of (x) September 30, 2015, or (y) the filing of a firm-commitment underwritten registered public offering of the Ordinary Shares of the Company. 


 

	(13)	Paragraph A on page 2 of Exhibit C to the Agreement shall be amended as follows: 








 A. The Company, InnoLight HK, InnoLight SZ, InnoLight USA, Suzhou Xumao Co. Ltd., Sheng Liu and
the Investors have entered into a Series C Preferred Shares Purchase Agreement dated July 7, 2014 (the “Series C Purchase Agreement”), pursuant to which, among other things, the Company shall issue and allot an aggregate of
13,787,829 series C convertible preferred shares, par value US$0.001 per share (the “Series C Preferred Shares”) to the Investors. 
  

	(14)	Section 9.10 of Exhibit C to the Agreement shall be amended as follows: 


9.10. Circular 37 Registration. As soon as possible but in no event later than ten (10) days after the date of this Agreement, to
the extent legally required or required by the competent local counterpart of the SAFE to conduct the registration under Circular 37, each of the direct or indirect shareholders of the Company, who is a PRC resident, shall apply to and, within
ninety (90) days after the date of this Agreement, obtain a written acceptance from the competent local counterpart of the SAFE in the PRC for the change registration with respect to the transactions contemplated under the Series C Purchase
Agreement and any previous shareholding changes of the Company or InnoLight SZ (if applicable) pursuant to the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Overseas Investment and Financing and Roundtrip
Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014 (“Circular 37”) and any successor rule or regulation under PRC law, and shall
use its best efforts to complete such change registration and become fully compliant with Circular 37 and all other applicable SAFE rules and regulations in connection with their holding of shares of the Company by no later than February 28,
2015. 
  

	(15)	Section 9.11 of Exhibit C to the Agreement shall be amended as follows: 


9.11. Restricted Cash. Unless otherwise approved by the Series C Supermajority, the Company shall maintain in its bank account in the
Cayman Islands cash in the amount of at least US$20,000,000 (or such lesser amount as may be approved by the Investor Directors) until the earlier of (a) the completion of both (i) the applicable registrations under Circular 37 in
accordance with Section 9.10 above such that each direct or indirect shareholder of the Company who is a PRC resident has fully complied with Circular 37 in connection with the transactions contemplated by the Series C Purchase Agreement and
any previous shareholding changes of the Company (if applicable), and (ii) the restructuring of Zhongxin Suzhou’s equity interest in InnoLight SZ such that InnoLight SZ becomes a wholly owned subsidiary of InnoLight HK; or
(b) June 30, 2015. 
  

	(16)	Section 1.2(c) of Exhibit C to the Agreement shall be amended as follows: 


(c) Subject to the provisions of the Restated Articles, the directors may regulate their proceedings as they think fit, provided however that
board meetings shall be held at least once every three (3) months unless the Board otherwise approves (so long as such approval includes the approval of at least one of the Investor Directors) and that a written notice of each meeting, agenda
of the business to be transacted at the meeting and all documents and materials to be circulated at or presented to the meeting shall be sent to all directors entitled to receive notice of the meeting at least five (5) days before the meeting
and a copy of the minutes of the meeting shall be sent to such Persons promptly following such meeting. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting, there are present in person or by alternate
not less than four (4) directors, which directors in each case shall include both of the Investor Directors. The Company shall reimburse the directors for all reasonable out-of-pocket expenses (travel and lodging) incurred in connection with
attending any meetings of the Board and any committee thereof. 








	(17)	Section 10.2 of Exhibit C to the Agreement shall be amended as follows: 


10.2 Entire Agreement. This Agreement, the Series C Purchase Agreement, and any Ancillary Agreements (as defined in the Series C
Purchase Agreement), together with all the exhibits hereto and thereto, constitute and contain the entire agreement and understanding of the parties with respect to the parties’ equity interests in Group Companies and other subject matters
hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof, including, but not limited to, the members agreement, dated as of
April 29, 2008, by and among the Company, members of the Company and other parties thereto and the right of first refusal and co-sale agreement, dated as of April 29, 2008, by and among the Company, members of the Company and other parties
thereto and any other agreements among InnoLight SZ and its prior shareholders . Capitalized terms which are not defined hereinto shall have the same meaning as such in the Series C Purchase Agreement. 

SECTION 2 EFFECT OF AMENDMENTS 
 This Amendment shall be deemed
incorporated into, and form a part of, the Agreement and have the same legal validity and effect as the Agreement. 
 Except as expressly amended hereby,
all terms and provisions of the Agreement are and shall remain in full force and effect, and all references to the Agreement shall hereafter refer to the Agreement as amended by this Amendment, and as it may hereafter be further amended or restated.

 SECTION 3 MISCELLANEOUS 
 Section 10.03
(Governing Law) and Section 10.16 (Dispute Resolution) of the Agreement is hereby incorporated herein mutatis mutandis.  
 This
Amendment may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to each other Party; provided that a facsimile
signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature. 

[The remainder of this page has been left intentionally blank] 







 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. 

 

			
	Company:
	
	InnoLight Technology Corporation
		
	By:		 /s/ Sheng Liu

			Name: Sheng Liu
			 Title:   Director



 [Signature Page to Amendment to Share Purchase Agreement] 







 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. 

 

			
	GC I, LP
		
	By:	 	
	GC I, GP, its general partner
		
	By:	 	 /s/ Eugene Frantz

	
	Name: Eugene Frantz
	
	Title:   General Partner

 [Signature Page to Amendment to Share Purchase Agreement] 







 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. 

LIGHTSPEED CHINA PARTNERS I, L.P. 
 By: Lightspeed China
Partners I GP, LLC, its general partner 
  

			
		
	By:		/s/ James Mi
	Name: James Mi
	Title:    Managing Director

 LIGHTSPEED CHINA PARTNERS I-A, L.P. 

By: Lightspeed China Partners I GP, LLC, its general partner 
  

			
		
	By:		/s/ James Mi
	Name: James Mi
	Title:    Managing Director

 [Signature Page to Amendment to Share Purchase Agreement]