UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2009

or



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

For the transition period from              to

Commission file number: 333-153362

GIGOPTIX, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 26-2439072                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)

2300 Geng Road, Suite 250

Palo Alto, CA 94303

Registrants telephone number: (650-424-1937)





Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value per share

(Title of Class)





Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.     Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):





|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting Company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The aggregate market value of the registrants common stock, held by non-affiliates as of July 5, 2009, (the last business day of the
registrants most recently completed second fiscal quarter) was approximately $7.3 million.

The number of shares of
Common Stock outstanding as of June 7, 2010 the most recent practicable date prior to the filing of this Annual Report on Form 10-K/A was 9,361,839 shares.









---

Explanatory Note

We are filing this Amendment No. 2 to Annual Report on Form 10-K/A (this Amendment) to amend our Annual Report on Form
10-K for the fiscal year ended December 31, 2009, as filed with the Securities and Exchange Commission (the SEC) on March 31, 2010 and amended on Form 10-K/A on April 30, 2010 (collectively, the 10-K). The
purpose of this Amendment is to file a revised Exhibit 10.46 in Part IV. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial
officer are filed as exhibits to this Amendment.

No changes have been made in this Amendment to modify or update the other
disclosures presented in the 10-K. Other than as indicated in Recent Developments, this Amendment does not reflect events occurring after the filing of the original 10-K or modify or update those disclosures that may be affected by
subsequent events. This Amendment should be read in conjunction with the 10-K and our other filings with the SEC.

As in the
10-K, GigOptix, Inc. is referred to throughout this report as GigOptix or the Company.



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|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

a) Documents filed as part of the report:

3. The following exhibits are filed as part of this Report or, where indicated, were previously filed and are hereby incorporated by reference:

Refer to the Exhibit Index herein.



1



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.



|               |  |                                                                       
|-------------- |  | ----------------------------------------------------------------------
|GigOptix, Inc.
|               | 
|By:            |  | /s/    Dr. Avishay S. Katz                                            
|               |  | Dr. Avishay S. Katz, Chief Executive
Officer and Chairman of the Board

Date: June 10, 2010

KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. Avishay S. Katz, as his true and lawful attorney-in-fact and agent, with power to act with full power of substitution and
resubstitution, to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the U.S. Securities Exchange Act of 1934, as amended, and
any rules, regulations and requirements of the U.S. Securities and Exchange Commission thereunder in connection with the registrants Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009 (the Annual
Report), including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the registrant and the name of the undersigned, individually and in his capacity as a director or officer of the
registrant, to the Annual Report as filed with the U.S. Securities and Exchange Commission, to any and all amendments thereto, and to any and all instruments or documents filed as part thereof or in connection therewith; and each of the undersigned
hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof.

Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                           |  |                                                                                                |  |              
|-------------------------- |  | ---------------------------------------------------------------------------------------------- |  | -------------
|NAME                       |  | TITLE                                                                                          |  | DATE         
|                           |  |                                                                                               
|/s/    Dr. Avishay S. Katz |  | Chief Executive Officer and Chairman of the
Board                                              |  | June 10, 2010
|Dr. Avishay S. Katz        |  |                                                                                               
|                           |  |                                                                                               
|/s/    Ronald K. Shelton   |  | Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |  | June 10, 2010
|Ronald K. Shelton          |  |                                                                                               
|                           |  |                                                                                               
|/s/    C. James Judson     |  | Director                                                                                       |  | June 10, 2010
|C. James Judson            |  |                                                                                                | 
|                           |  |                                                                                               
|/s/    Frank W. Schneider  |  | Director                                                                                       |  | June 10, 2010
|Frank W. Schneider         |  |                                                                                                | 
|                           |  |                                                                                               
|/s/    Kimberly D.C. Trapp |  | Director                                                                                       |  | June 10, 2010
|Kimberly D.C. Trapp        |  |                                                                                                | 
|                           |  |                                                                                               
|/s/    Neil Miotto         |  | Director                                                                                       |  | June 10, 2010
|Neil Miotto                |  |                                                                                                | 



2



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EXHIBIT INDEX



|               |  |                                                                                                                                                                                                                                                                                                                               
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                   
|2.1            |  | Agreement and Plan of Merger by and among Lumera Corporation, GigOptix LLC, Galileo Merger Holdings, Inc., Galileo Merger Sub L, Inc. and Galileo Merger Sub G, LLC dated as of March
27, 2008. Filed previously with the Registrants Registration Statement on Form S-4 filed on September 8, 2008, SEC File No. 333-153362.
|               | 
|3.1            |  | Form of Amended and Restated Certificate of Incorporation of the Registrant. Filed previously with the Registrants Registration Statement on Form S-4 filed on September 8,
2008, SEC File No. 333-153362.                                                                                                                   
|               | 
|3.2            |  | Amended and Restated Bylaws of the Registrant. Filed previously with the Registrants Current Report on Form 8-K filed on June 4, 2009.                                                                                                                                                                                       
|               | 
|4.1            |  | Form of Certificate representing the Common Stock, par value $0.001 per share, of the Registrant. Filed previously with the Registrants Amendment No. 2 to Registration
Statement on Form S-4 filed on October 24, 2008, SEC File No. 333-153362.                                                                            
|               | 
|4.2            |  | Form of GigOptix, Inc. Common Stock Purchase Warrant issuable to Lumera Corporation Warrant holders. Filed previously with the Registrants Amendment No. 2 to Registration
Statement on Form S-4 filed on October 24, 2008, SEC File No. 333-153362.                                                                         
|               | 
|4.3            |  | Form of Common Stock Warrant dated November 7, 2006. Filed previously with Lumera Corporations Current Report on Form 8-K filed on November 8, 2006.                                                                                                                                                                         
|               | 
|4.4            |  | Warrant for purchase of Shares of Common Stock dated February 21, 2008, issued by Lumera Corporation to Kingsbridge Capital Limited. Filed previously with Lumera Corporations
Current Report on Form 8-K filed on February 25, 2008.                                                                                        
|               | 
|4.5            |  | Form of Warrant issued to Placement Agent. Filed previously with Lumera Corporations Current Report on Form 8-K filed on July 15, 2008.                                                                                                                                                                                      
|               | 
|4.6            |  | Warrant issued to Silicon Valley Bank on January 21, 2009. Filed previously with the Registrants Current Report on Form 8-K filed on January 21, 2008.                                                                                                                                                                       
|               | 
|4.7            |  | Form of Common Stock Warrant. Filed previously with Amendment No. 1 to Lumera Corporations Registration Statement on Form S-1 filed on June 24, 2004.                                                                                                                                                                        
|               | 
|4.8            |  | Warrant to Purchase 170,546 shares of Common Stock. Filed previously with Amendment No. 3 to Lumera Corporations Registration Statement on Form S-1 filed on
July 12, 2004.                                                                                                                                                  
|               | 
|4.9            |  | Form of Common Stock Warrant issued by Lumera Corporation to underwriters July 23, 2004. Filed previously with the Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, filed on March 31, 2009.                                                                                              
|               | 
|4.10           |  | Form of Warrant in connection with the Loan and Security Agreement, dated as of November 12, 2009, by and between GigOptix, Inc. and Bridge Bank, N.A. Filed previously with the
Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 31, 2010.                                
|               | 
|4.11           |  | Form of Warrant in connection with the Securities Purchase Agreement, dated as of December 28, 2009, by and between GigOptix, Inc. and the purchasers listed therein. Filed
previously with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 31, 2010.                 
|               | 
|4.12           |  | Form of Warrant in connection with the Loan Agreement, dated January 29, 2010, by and between GigOptix, Inc. and Agility Capital, LLC. Filed previously with the Registrants
Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on April 30, 2010.                         
|               | 
|4.13           |  | Warrant issued by GigOptix, Inc. to Agility Capital, LLC on April 5, 2010 in connection with the Loan Agreement. Filed previously with the Registrants Amendment No. 1 to
the Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on April 30, 2010.                                               
|               | 
|4.14           |  | Warrant issued by GigOptix, Inc. to Bridge Bank, N.A. on April 7, 2010 in connection with the Loan and Security Agreement. Filed previously with the Registrants Amendment
No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on April 30, 2010.                                     
|               | 
|10.1           |  | 2000 Stock Option Plan of Lumera Corporation. Filed previously with Amendment No. 1 to Lumera Corporations Registration Statement on Form S-1 filed on June 24,
2004.                                                                                                                                                        
|               | 
|10.2           |  | GigOptix, Inc. 2008 Equity Incentive Plan. Filed previously with the Registrants Registration Statement on Form S-4 filed on September 8, 2008, SEC File No.
333-153362.                                                                                                                                                     



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|               |  |                                                                                                                                                                                                                                                                                                                                            
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                
|10.3           |  | 2004 Equity Incentive Plan of Lumera Corporation. Filed previously with Amendment No. 1 to Lumera Corporations Registration Statement on Form S-1 filed on June 24,
2004.                                                                                                                                                                 
|               | 
|10.4           |  | 2007 GigOptix LLC Equity Incentive Plan. Filed previously with the Registrants Registration Statement on Form S-4 filed on September 8, 2008, SEC File No.
333-153362.                                                                                                                                                                    
|               | 
|10.5           |  | Lease Agreement, dated as of July 11, 2005, by and between S/I North Creek and Lumera Corporation for facilities located at 19910 North Creek Parkway, Bothell, WA. Filed previously
with Lumera Corporations Current Report on Form 8-K filed on July 12, 2005.                                                                          
|               | 
|10.6           |  | Office Lease Agreement dated March 21, 2005 by and between EOP-Embarcadero Place, L.L.C. and iTerra Communications LLC for facilities located at 2400 Geng Road, Suite 100, Palo
Alto, CA. Filed previously with the Registrants Amendment No. 2 to Registration Statement on Form S-4 filed on October 24, 2008, SEC File No. 333-153362.
|               | 
|10.7           |  | First Amendment dated as of January 26, 2009 by and between EOP-Embarcadero Place, L.L.C. and the Company. Filed previously with Registrants Current Report on Form 8-K
filed on January 21, 2008.                                                                                                                                        
|               | 
|10.8           |  | Exclusive Licensing Agreement effective October 20, 2000, by and between the University of Washington and Lumera Corporation. Filed previously with Lumera Corporations
Registration Statement on Form S-1 filed on May 19, 2004.                                                                                                         
|               | 
|10.9           |  | License Agreement effective March 27, 2004, by and between Arizona Microsystems, L.L.C. and Lumera Corporation. Filed previously with Lumera Corporations Registration
Statement on Form S-1 filed on May 19, 2004.                                                                                                                       
|               | 
|10.10          |  | License Agreement dated August 31, 2007 by and between Digimimic S.r.l. and GigOptix LLC. Filed previously with the Registrants Registration Statement on Form S-4 filed on
September 8, 2008, SEC File No. 333-153362.                                                                                                                   
|               | 
|10.11          |  | Form of Note and Warrant Purchase Agreement effective April 20, 2004, by and between Lumera Corporation and the Lenders, as defined therein. Filed previously with Lumera
Corporations Registration Statement on Form S-1 filed onMay 19, 2004.                                                                                           
|               | 
|10.12          |  | Amended and Restated Investors Rights Agreement dated August 25, 2003, by and between Lumera Corporation and the Investors, as defined therein. Filed previously with Lumera
Corporations Registration Statement on Form S-1 filed on May 19, 2004.                                                                                      
|               | 
|10.13          |  | Amendment to 2000 Stock Option Plan of Lumera Corporation. Filed previously with Amendment No. 1 to Lumera Corporations Registration Statement on Form S-1 filed on June 24,
2004.                                                                                                                                                        
|               | 
|10.14          |  | Modulators Incorporating Polymers with Exceptionally High Electro-Optic Coefficients Development Agreement with the Defense Advanced Research Projects Agency dated June 30, 2006.
Filed previously with Lumera Corporations Quarterly Report for the quarter ended June 30, 2006.                                                        
|               | 
|10.15          |  | Form of Securities Purchase Agreement by and among Lumera Corporation and the Purchasers thereto dated November 7, 2006. Filed previously with Lumera Corporations Current
Report on Form 8-K filed on November 8, 2006.                                                                                                                  
|               | 
|10.16          |  | Employment Agreement by and between the Company and Dr. Katz, dated as of January 26, 2009. Filed previously with Registrants 8-K filed on January 29, 2009.                                                                                                                                                                              
|               | 
|10.17          |  | Form of Employment Agreement to be entered into between the Company and its executive officers. Filed previously with the Registrants 8-K filed on February 9,
2009.                                                                                                                                                                      
|               | 
|10.18          |  | Form of Incentive Stock Option Award Agreement. Filed previously with the Registrants Current Report on
Form 8-K filed on March 17, 2009.                                                                                                                                                                                                 
|               | 
|10.19          |  | Form of Nonstatutory Stock Option Award Agreement. Filed previously with the Registrants Current Report onForm 8-K filed on March 17, 2009.                                                                                                                                                                                               
|               | 
|10.20          |  | Common Stock Purchase Agreement, dated as of February 21, 2008, by and between Lumera Corporation and Kingsbridge Capital Limited. Filed previously with Lumera Corporations
Current Report on Form 8-K filed onFebruary 25, 2008.                                                                                                        



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|               |  |                                                                                                                                                                                                                                                      
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                                                                                          
|10.21          |  | Stock Purchase Agreement by and between GigOptix LLC and the shareholders of Helix AG dated as of January 14, 2008. Filed previously with the Registrants Registration
Statement on Form S-4 filed on September 8, 2008, SEC File No. 333-153362.   
|               | 
|10.22          |  | Contribution Agreement by and among Lumera Corporation and Asyrmatos, Inc., dated as of February 20, 2008. Filed previously with Lumera Corporations Annual Report on Form 10-K
for the year ended December 31, 2007.                               
|               | 
|10.23          |  | Investors Rights Agreement by and between Lumera Corporation and Asyrmatos, Inc., dated as of February 20, 2008. Filed previously with Lumera Corporations Annual
Report on Form 10-K for the year ended December 31, 2007.                        
|               | 
|10.24          |  | Right of First Refusal and Co-Sale Agreement by and among Lumera Corporation and Asyrmatos, Inc., dated as of February 20, 2008. Filed previously with Lumera Corporations
Annual Report on Form 10-K for the year ended December 31, 2007.         
|               | 
|10.25          |  | Voting Agreement by and among Lumera Corporation and Asyrmatos, Inc., dated as of February 20, 2008. Filed previously with Lumera Corporations Annual Report on Form 10-K for
the year ended December 31, 2007.                                     
|               | 
|10.26          |  | Loan and Security Agreement between Lumera Corporation and Asyrmatos, Inc., dated as of February 20, 2008. Filed previously with Lumera Corporations Annual Report on Form 10-K
for the year ended December 31, 2007.                               
|               | 
|10.27          |  | Loan Agreement dated January 10, 2008 by and between GigOptix-Helix AG and GigOptix LLC. Filed previously with the Registrants Registration Statement on Form S-4 filed on
September 8, 2008, SEC File No. 333-153362.                              
|               | 
|10.28          |  | Registration Rights Agreement, dated February 21, 2008, by and between Lumera Corporation and Kingsbridge Capital Limited. Filed previously with Lumera Corporations Current
Report on Form 8-K filed on February 25, 2008.                         
|               | 
|10.29          |  | Common Stock Purchase Agreement, dated as of February 21, 2008, by and between Lumera Corporation and Kingsbridge Capital Limited. Filed previously with Lumera Corporations
Current Report on Form 8-K filed on February 25, 2008.                 
|               | 
|10.30          |  | Stock Purchase Agreement between Lumera Corporation and Rodman & Renshaw, LLC. Filed previously with Lumera Corporations Current Report on Form 8-K filed on July 14, 2008.                                                                         
|               | 
|10.31          |  | Unconditional Guaranty between the Company and Silicon Valley Bank, dated as of January 21, 2009. Filed previously with the Registrants Current Report on Form 8-K filed on
January 21, 2008.                                                       
|               | 
|10.32          |  | Default Waiver and Fourth Amendment to Loan and Security Agreement between GigOptix LLC and Silicon Valley Bank, effective as of December 31, 2008. Filed previously with the
Registrants Current Report on Form 8-K filed on January 21, 2008.     
|               | 
|10.33          |  | Loan and Security Agreement, dated as of October 5, 2007, by and between GigOptix LLC and Silicon Valley Bank. Filed previously with Registrants Current Report on Form 8-K
filed on January 21, 2008.                                              
|               | 
|10.34          |  | First Amendment to Loan and Security Agreement, dated as of August 21, 2008, by and between GigOptix LLC and Silicon Valley Bank. Filed previously with the Registrants Current
Report on Form 8-K filed on January 21, 2008.                       
|               | 
|10.35          |  | Default Waiver and Second Amendment to Loan and Security Agreement, dated as of September 26, 2008, by and between GigOptix LLC and Silicon Valley Bank. Filed previously with the
Registrants Current Report on Form 8-K filed on January 21, 2008.



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|               |  |                                                                                                                                                                                                                                                                                                                                                                          
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                              
|10.36          |  | Third Amendment to Loan and Security Agreement, dated as of October 27, 2008, by and between GigOptix LLC and Silicon Valley Bank. Filed previously with the Registrants
Current Report on Form 8-K filed on January 21, 2008.                                                                                                                                          
|               | 
|10.37          |  | Plexera Asset Purchase Agreement, dated as of February 17, 2009. Filed previously with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31,
2008, filed on March 31, 2009.                                                                                                                                                                 
|               | 
|10.38          |  | Fifth Amendment to Loan and Security Agreement between GigOptix LLC and Silicon Valley Bank, dated as of February 28, 2009. Filed previously with the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 31, 2009.                                                                                                      
|               | 
|10.39          |  | Agreement and Plan of Merger, dated as of November 9, 2009, among GigOptix, Inc., Ahoy Acquisition Corporation and ChipX, Incorporated. Filed previously with the Registrants
Current Report on Form 8-K filed on November 10, 2009.                                                                                                                                    
|               | 
|10.40          |  | Loan and Security Agreement, dated as of December 9, 2008, by and between ChipX, Incorporated and Bridge Bank, N.A. Filed previously with the Registrants Current Report on
Form 8-K filed on November 16, 2009.                                                                                                                                                        
|               | 
|10.41          |  | Loan and Security Modification Agreement, dated as of May 5, 2009, by and between ChipX, Incorporated and Bridge Bank, N.A. Filed previously with the Registrants Current
Report on Form 8-K filed on November 16, 2009.                                                                                                                                                
|               | 
|10.42          |  | Consent, Assignment, Assumption and Amendment Agreement, dated as of November 9, 2009, by and among GigOptix, Inc., ChipX, Incorporated and Bridge Bank, N.A. Filed previously with
the Registrants Current Report on Form 8-K filed on November 16, 2009.                                                                                                              
|               | 
|10.43          |  | Loan and Security Agreement, dated as of November 12, 2009, by and among GigOptix, Inc., ChipX, Incorporated and Bridge Bank, N.A. Filed previously with the Registrants
Current Report on Form 8-K filed on November 16, 2009.                                                                                                                                         
|               | 
|10.44          |  | Second Amendment to Lease Agreement, dated as of December 9, 2009, by and between GigOptix, Inc. and EOP-Embarcadero Place, L.L.C. Filed previously with the Registrants
Current Report on Form 8-K filed on December 15, 2009.                                                                                                                                         
|               | 
|10.45          |  | Securities Purchase Agreement, dated as of December 28, 2009, by and between GigOptix, Inc. and the purchasers listed therein. Filed previously with the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 31, 2010.                                                                                                   
|               | 
|10.46*         |  | Loan Agreement, dated January 29, 2010 between GigOptix, Inc., ChipX, Incorporated and Agility Capital, LLC.¿                                                                                                                                                                                                                                                            
|               | 
|21             |  | Subsidiaries of the registrant. Filed previously with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 31,
2010.                                                                                                                                                                                                  
|               | 
|23.1           |  | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. Filed previously with the Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 2009, filed on March 31, 2010.                                                                                                                                            
|               | 
|24.1*          |  | Powers of Attorney (included on the signature pages hereto)                                                                                                                                                                                                                                                                                                              
|               | 
|31.1*          |  | Chief Executive Officer certification pursuant to Rule 13a-14(a)/15d-14a of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                   
|               | 
|31.2*          |  | Chief Financial Officer certification pursuant to Rule 13a-14(a)/15d-14a of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                   
|               | 
|32.1           |  | Chief Executive Officer certification pursuant to Rule 13a-14(b) or Rule 13d-14(b) and Section 1350, Chapter 63 of Title 18 United States Code (18 U.S.C. 1350) as adopted
pursuant to Section 906 of Sarbanes-Oxley Act of 2002. Filed previously with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 31, 2010.
|               | 
|32.2           |  | Chief Financial Officer certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350, Chapter 63 of Title 18 United States Code (18 U.S.C. 1350) as adopted pursuant
to Section 906 of Sarbanes-Oxley Act of 2002. Filed previously with the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 31, 2010.



|* | Filed herewith
|- | --------------

|¿ | Portions of this exhibit were redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended. This information has been filed separately with the Securities and Exchange Commission.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------