EX-4.5



 Exhibit 4.5 

AMENDMENT TO SHAREHOLDERS AGREEMENT 

THIS AMENDMENT TO SHAREHOLDERS AGREEMENT (this “Amendment”) is entered into as of December 31, 2014, by and among: 

 

	 	1.	InnoLight Technology Corporation (the “Company”); 

  

	 	2.	GC I, LP; 

  

	 	3.	Lightspeed China Partners I, L.P.; 

  

	 	4.	Lightspeed China Partners I-A, L.P.; and 

  

	 	5.	Hua Yuan International Limited. 

 Each of the parties to this Amendment is referred to herein
individually as a “Party” and collectively as the “Parties.” GC I, LP, Lightspeed China Partners I, L.P. and Lightspeed China Partners I-A, L.P. are referred to herein collectively as “Series C Preferred
Shareholders.” Capitalized terms used but not defined herein shall have the meanings set forth in the shareholders agreement, dated September 26, 2014, entered into by and among the Company, the Series C Preferred Shareholders, the
Company’s other then existing shareholders and certain other parties (the “Agreement”). 
 RECITALS 

WHEREAS, 
 1. the Company has
issued Hua Yuan International Limited (“Hua Yuan”) 1,900,000 series A preferred shares pursuant to the convertible promissory note issued by the Company to Hua Yuan under the convertible note purchase agreement dated July 11,
2014; and 
 2. in connection with the foregoing issuance and Hua Yuan’s becoming a shareholder of the Company, the Parties hereto
desire to amend certain terms of the Agreement in accordance with Section 5.2 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)	Schedule A-3 to the Agreement shall be amended as follows: 








 Series A Preferred Shareholders 

Glory Castle Holdings Limited 
 



 
 Monet Investment Inc. 

Chin-Shun Wu 
 Emil Chang 

Hsing Hsien Kung 
 Acorn Campus
Venture Fund III, LLC 
 Refele Holdings Limited



 
 Hua Yuan International Limited 

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 10.3 (Governing Law)
and Section 10.12 (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 Shareholders 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 Shareholders 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            

			 James Mi, Managing Director

 

	
	 LIGHTSPEED CHINA PARTNERS I-A, L.P.

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

		
	 By:
		 /s/ James Mi            

			 James Mi, Managing Director


 [Signature Page to Amendment to Shareholders Agreement] 







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

 

			
	 Hua Yuan International Limited

		
	 By:
		 /s/ Jianjiang Fei



			
		
	 Name:
		 Jianjiang Fei



			
		
	 Title:
		 Director


 [Signature Page to Amendment to Shareholders Agreement]