Exhibit 10.1


 


SETTLEMENT
AGREEMENT AND RELEASE


 


THIS SETTLEMENT AGREEMENT
AND RELEASE (the “Settlement Agreement”) is made by and among (i) Fully-Settling
Stockholders and Partially-Settling Stockholders (as defined below), acting
directly or through their Stockholders’ Agent, (ii) Yoram Snir (“Snir”),
personally and in his capacity as Stockholders’ Agent for all former
stockholders of Fiberxon, Inc. (“Fiberxon Stockholders” or “former
Fiberxon Stockholders”)), and (iii) MRV Communications, Inc. (“MRV”),
all of whom are collectively referred to herein as “the Parties.”


 


WHEREAS:


 


WHEREAS, on or about January 26,
2007, MRV, Fiberxon, Lighthouse Transition Corporation, Lighthouse Acquisition
Corporation, and Snir executed an Agreement and Plan of Merger (“Merger
Agreement”) pursuant to which MRV acquired, through one or more
transactions,  all of the shares of
Fiberxon (the “Merger”);


 


WHEREAS, pursuant to the
Merger Agreement, of an originally agreed purchase price of approximately $131
million, MRV paid approximately $99 million in cash and stock to the Fiberxon
selling stockholders at the time of the closing of the Merger on or about July 1,
2007 (the “Closing”), with approximately $31.5 million treated as deferred
compensation (the “Deferred Compensation”) to be  paid in other forms at other times, subject
to the terms of the Merger Agreement;


 


WHEREAS, Section 9.7
of the Merger Agreement appointed Yoram Snir as Stockholders’ Agent for and on
behalf of the stockholders of Fiberxon with the duties and responsibilities set
forth therein;


 


WHEREAS, pursuant to Section 9.1
of the Merger Agreement, an aggregate of $18 million of the Deferred
Compensation was to be treated as the Set-Off Fund and Special Set-Off Fund, as
more fully described in the Merger Agreement;


 


WHEREAS, pursuant to the
Merger Agreement, Snir, as Stockholders’ Agent, has previously established and
confirmed contractual authority to agree to, negotiate and enter into
settlements and compromises concerning any and all claims regarding the Set-Off
Fund and the Special Set-Off Fund, and such authority has not expired;


 


WHEREAS, pursuant to the
Merger Agreement, Snir maintains that he has no current authority to compromise
the deferred compensation issues beyond the amounts of the Set-Off Fund and the
Special Set-Off Fund, without further action of the former Fiberxon
stockholders;


 


WHEREAS, on March 25,
2009 MRV filed a Complaint for damages with the Superior  Court of the State of California County of
Los Angeles, Case No. PC045012 alleging that Snir in his capacity as
Stockholders’ Agent and other individuals (who are defined as the California
Defendants below), breached certain representations and warranties and
committed other wrongful acts in connection with


 


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the Merger Agreement (the
“California Litigation”), and are allegedly, for various claims and reasons
stated therein, not entitled to any element of the deferred compensation;


 


WHEREAS, after extensive
negotiations, no part of which is admissible for any purpose, MRV and Snir, in
his capacity as Stockholders’ Agent, have reached an agreement to settle all
claims and controversies between them, whether known or unknown, asserted or
unasserted, as set forth below, relating to the Set Off Fund and the Special
Set Off Fund (the “Set Off Funds Settlement”), which will be binding upon MRV,
Snir and the Partially-Settling Stockholders, upon the execution of this
Settlement Agreement;


 


WHEREAS, after extensive
negotiations, no part of which is admissible for any purpose, the undersigned
Parties have reached an agreement in principle to settle all claims and
controversies between them, whether known or unknown, asserted or unasserted,
as set forth below, relating to the Remaining Deferred Compensation (as defined
below) and all other matters concerning the subject matter of this Settlement
Agreement (the “Additional Settlement”), provided however, that the Additional
Settlement shall not be binding upon the undersigned Parties unless and until (i) it
is approved and executed by former Fiberxon Stockholders holding at least 75%
of the outstanding shares of Fiberxon common stock and preferred stock on an
as-converted basis at the time of the Closing (“Stockholder Approval”), or (ii) MRV
has confirmed the effectiveness of the Additional Settlement in accordance
with  Section 4.D. of this
Settlement Agreement; and


 


WHEREAS, the Parties
expressly acknowledge that this compromise is intended for the exclusive
benefit of the settling parties, and shall not impair or dilute any MRV claim
against any person or entity other than a Settling Stockholder, and only as
recited herein, and the parties acknowledge that certain releases provided by
Snir will bar claims by the Partially-Settling Stockholders against MRV with
respect to the amount of the Deferred Compensation that is attributable to the
Set-Off Fund and the Special Set-Off Fund.


 


NOW, THEREFORE, in
consideration of the mutual promises set out in this Settlement Agreement, and
for other good and valuable consideration set forth herein, the receipt and
sufficiency of which is hereby expressly acknowledged, the Parties agree as
follows:


 


1.             SETTLEMENT CONSIDERATION


 


A.            MRV
shall pay, solely as a compromise of disputed allegations by the Parties, $1.5
million in full and final satisfaction of any portion of the Deferred
Compensation obligation attributable to the Set-Off Fund and the Special
Set-Off Fund.  Pursuant to this
Settlement Agreement, Snir accepts on behalf of all Fiberxon Stockholders (as
that term is used in the Merger Agreement), the amount of $1.5 million as full
and final resolution and compromise of any right or interest in, or claim
against or about, the Set-Off Fund and the Special Set-Off Fund amounts recited
in the Merger Agreement (the “Set-Off Funds Settlement”). The Parties
acknowledge that all Fiberxon Stockholders shall be bound by this exclusive
compensation for the Set-Off and Special Set-Off Funds pursuant to the Set-Off
Funds Settlement, regardless of whether all or less than all Fiberxon Stockholders
enter into this Settlement


 


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Agreement or whether
this Settlement Agreement becomes effective. The Set-Off Funds Settlement and
this Settlement Agreement is intended to and does extinguish, discharge and
settle all claims of any Fiberxon Stockholder to any amount of the Deferred
Compensation that is attributable to the Set-Off Fund and the Special Set-Off
Fund as set forth in the Merger Agreement other than their right to MRV’s
payment of the $1.5 million under the Set-Off Funds Settlement.


 


B.            MRV
shall pay to the Fiberxon Stockholders a compromise amount of the originally
prescribed $13.5 million portion of the Deferred Compensation that was not
attributable to the Set-Off  Fund and
Special Set-Off Fund (defined hereafter as the “Remaining Deferred Compensation”)
and was payable under certain terms and conditions under the Merger
Agreement.  MRV agrees to pay an amount
up to $4.5 million to fully and finally compromise and settle all claims relating
to the Remaining Deferred Compensation amount with all Fiberxon Stockholders
who approve and execute this Settlement Agreement pursuant to its terms and
conditions, subject to MRV’s option to disavow the Additional Settlement if
Fiberxon Stockholders representing less than 75% of the shares on an
as-converted basis execute this Settlement Agreement as further provided under Section 4.C.  If 100% of the Fiberxon Stockholders execute
this Settlement Agreement, then (1) MRV shall pay the full $4.5 million; (2) all
Fiberxon Stockholders shall be treated in this Settlement Agreement as “Fully-Settling
Stockholders”; (3), the releases of all claims by all Parties as to all matters
relating to the subject matter of this Settlement Agreement shall be considered
to have been fully executed; and (4) MRV shall make no other payments of
the Remaining Deferred Compensation. If less than 100% of the Fiberxon
Stockholders execute this Settlement Agreement, and the Additional Settlement
becomes effective (either through the execution of this Settlement Agreement by
Fiberxon Stockholders holding at least 75% of the shares at the time of
Closing, or through the exercise of MRV’s option despite the failure to satisfy
such condition) then MRV’s actual payment in settlement of the Remaining
Deferred Compensation shall be reduced proportionately so that the payment
reflects the  percentage of shares held
by Fiberxon Stockholders who execute the Settlement Agreement multiplied by the
settlement amount of  $4.5 million (“the
Pro Rata Reduced Payment Amount”). Only those Fiberxon Stockholders who approve
the Settlement Agreement shall receive a pro rata distribution of the Pro Rata
Reduced Payment Amount.


 


C.            The
Fiberxon Stockholders who do not execute this Settlement Agreement as a
Fully-Settling Stockholder shall not share in the Pro Rata Reduced Payment
Amount, and shall be treated in this Settlement Agreement as “Partially-Settling
Stockholders.”  Notwithstanding any other
provision of this Settlement Agreement, such Partially-Settling Stockholders
shall be deemed to have released their claims to the amount of Deferred
Compensation that is attributable to the Set-Off Fund and the Special Set-Off
Fund, as set forth in Section 1.A. by the action taken by the Stockholders’
Agent to settle such claims on their behalf in accordance with the terms of the
Merger Agreement, and shall be entitled to receive their pro rata share of the
$1.5 million payment made by MRV as settlement of the claims regarding those
funds (even though such Fiberxon Stockholders has not executed the Settlement
Agreement).  The Partially-Settling
Stockholders shall not be deemed to have released their claim to their pro rata
portion of the $13.5 million of Remaining Deferred Compensation, subject to any
litigation and claims of MRV, and MRV shall not be deemed to have released the
Partially-Settling Stockholders from any claims other than such claims as are
released pursuant to Section 3.D. of this


 


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Settlement Agreement.  In order for the Partially-Settling
Stockholders to receive their portion of the proceeds from the Set Off Funds
Settlement, such Fiberxon Stockholder shall be required to execute this
Settlement Agreement as a “Partially-Settling Stockholder.”


 


D.            The
$1.5 million payment to be paid in settlement of the amount of the Deferred
Compensation that is attributable to the Set-Off Fund and the Special Set-Off
Fund and the Pro Rata Reduced Payment Amount (together defined as the “Total
Settlement Amount”), which shall together be up to, but shall not exceed a
total of $6 million, shall be paid as follows:


 


(1)           MRV
shall pay the $1.5 million payment for the Set-Off Funds Settlement immediately
following the execution of this Settlement Agreement by Snir in his capacity as
Stockholders’ Agent.  That $1.5 million
payment will be made to Snir in his capacity as Stockholder’s Agent.  The payment will be used first to pay the
reasonable expenses of the Stockholders’ Agent and the remainder will be paid
by Snir (or his agent) to all of the Partially-Settling Stockholders pro rata
in accordance with their holdings of Fiberxon at the time of the Closing.  Snir shall retain a Paying Agent which will
have the responsibility of providing payments to the Former Fiberxon Stockholders
of their pro rata share of the Set-Off Funds Settlement pursuant to the terms
and conditions of this Settlement Agreement. 
Snir shall have full responsibility for the conduct of the Paying Agent;
any failure of the Paying Agent to make any payment that is owed to any
Fiberxon Stockholder; or any misappropriation of funds, malfeasance, conversion
or other loss attributable to the Paying Agent. 
MRV shall have no responsibility for Snir’s payment of the Set-Off Funds
Settlement.  MRV shall have no liability
to Snir or any Fiberxon Stockholder, including but not limited to, under any
claim, cause of action or demand for indemnification or contribution, for any
failure by Snir or his Paying Agent to make full and timely payment of any
portion of the the Set-Off Funds Settlement. 
Any fees or charges that are required to be paid to the Paying Agent
shall be considered reasonable expenses that will be paid out of the Set-Off
Funds Settlement Amount.


 


(2)           Upon
the effectiveness of the entire Settlement Agreement, MRV [or its agent] shall
pay 75% of the Pro Rata Reduced Payment Amount to the Fully-Settling
Stockholders pro rata in accordance with their holdings of Fiberxon at the time
of the Closing within 10 days of the Effective Date (as defined below).


 


(3)           The
remaining 25% of the Pro Rata Reduced Payment Amount shall be paid in five
equal installments on the first day of each month commencing in the first month
that shall begin no earlier than 15 days but no later than 31 days after MRV’s
payment of 75% figure above.


 


(4)           If
MRV or anyone acting on MRV’s behalf fails to make payment of any portion of
the Total Settlement Amount within 15 days of the date when such payment is
due, MRV shall be obligated to pay a late fee equal to 5% annual interest that
shall accrue until such payment is made in full.


 


(5)           MRV
(or any person acting on MRV’s behalf) shall have the responsibility of making
each payment of the Pro Rata Reduced Payment Amount to each Fully-Settling
Fiberxon Stockholder based on the mailing or other payment instructions to be
provided by such Fiberxon


 


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Stockholder
to MRV. Neither MRV nor Snir shall have any liability or responsibility based
on the failure of any Stockholder to provide current and accurate mailing or
other payment instructions to MRV.  If
MRV retains an individual or entity to make payments of the Pro Rata Reduced
Payment Amount t (“Paying Agent”), MRV shall have sole responsibility for the
fees or other charges that may be provided to the Paying Agent.  MRV shall have full responsibility for the
conduct of the Paying Agent; any failure of the Paying Agent to make full
payment that is owed to each Fiberxon Stockholder; or any misappropriation of
funds, malfeasance, conversion or other loss attributable to the Paying
Agent.  The failure of the Paying Agent
to make payments owed pursuant to this Settlement Agreement, or any losses of
the Pro Rata Reduced Payment Amount caused by or attributable to the Paying
Agent, shall not reduce or diminish MRV’s responsibility to make full payment
of the Total Settlement Amount that is owed to each Fiberxon Stockholder.


 


(6)           Snir
shall have no responsibility for MRV’s payment of the Pro Rata Reduced Payment
Amount.  Snir shall have no liability to
MRV or any Fiberxon Stockholder, including but not limited to, under any claim,
cause of action or demand for indemnification or contribution, for any failure
by MRV or the Paying Agent to make full and timely payment of any portion of
the the Pro Rata Reduced Payment Amount. Snir makes no representation or
warranty to any Fiberxon Stockholder concerning MRV’s liquidity, cash flow or
ability to make the Total Settlement Amount. 
Snir assumes no responsibility and shall have no obligation to bring or
pursue any claims, demands, suits, or causes of action by or on behalf of any
Fiberxon Stockholder based on any alleged failure by MRV to pay any portion of
the Total Settlement Amount.


 


E.             Attached
as Exhibit A hereto is a schedule of the former Fiberxon Stockholders
indicating the number of shares owned and the percentage ownership, calculated
on the basis of the outstanding shares of common stock and preferred stock on
an as-converted basis, as of the Closing of the Merger.  The Parties acknowledge and agree that Exhibit A
is accurate and complete.


 


2.             CALIFORNIA
DEFENDANTS


 


A.            Charpen Zhang, Jack Lu, and Daniel Lui are former
Fiberxon Stockholders and are named defendants in the California Litigation.
They shall be collectively referred to as “California Defendants,” but that
term as used in this Settlement Agreement shall not include Li Hsu, who is not
a party to this Settlement Agreement. Jason Sun and Ming Wang are also
defendants in the California Litigation but are not included as California
Defendants and shall be treated as Fully-Settling Stockholders if they execute
the Settlement Agreement on behalf of themselves and any entity they control
that held Fiberxon shares at the Closing of the Merger, including, but not
limited to, Starry Holdings Limited (“Starry Holdings”).  The California Defendants shall be treated as
Partially-Settling Stockholders for purposes 
of this Settlement Agreement pursuant to Snir’s authority as set forth
in the Merger Agreement to settle and compromise all claims concerning the
amount of the Deferred Compensation that is attributable to the Set-Off Fund
and the Special Set-Off Fund.  The
California Defendants shall each be given the option to also execute the
Settlement Agreement and thereby settle entirely their entitlement or claim to
their pro rata share of the Deferred Compensation. Any California Defendant who
executes the Settlement Agreement shall be entitled to receive his pro rata
share of the Total Settlement Amount as though he were a Fully-Settling
Stockholder.


 


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B.            If any California Defendant executes the Settlement
Agreement, MRV shall provide such California Defendant with the identical
release as provided to the Fully-Settling Stockholders in Section 3.A of
this Settlement Agreement with the following exception that the release to the
California Defendants is understood and deemed to carve out, not apply to,
and  preserve all MRV claims and causes
of action against any or all of the California Defendants concerning or
relating to (1) the formation, creation, or operation of Superxon; (2) damage
to Fiberxon relating to or caused by the operation of Superxon; (3) tortious
interference with any MRV or Fiberxon customer; or (4), the inducement of
Fiberxon or MRV employees to breach any of their duties owed to Fiberxon or
MRV.  MRV shall not preserve any claims
or causes of action against the California Defendants other than as expressly
provided herein.  If Jason Sun or Ming
Wang, on behalf of themselves and any entity they control that held Fiberxon
shares at the Closing of the Merger, including but not limited to, Starry
Holdings, execute the Settlement Agreement, they and any such entity shall
receive the identical release provided to Fully-Settling Stockholders as set forth
in Section 3.A. of this Settlement Agreement.  Pursuant to this Settlement Agreement, MRV
shall dismiss the California Litigation without prejudice only against those
California Defendants who execute the Settlement Agreement.  MRV shall also dismiss the California
Litigation with prejudice against Jason Sun and Ming Wang if they execute the
Settlement Agreement on behalf of themselves and any entity that they control
that held Fiberxon shares at the Closing of the Merger, including, but not
limited to, Starry Holdings.


 


C.            If any California Defendant, or if Jason Sun or Ming
Wang, on behalf of themselves or any entity they control that held Fiberxon
shares at the Closing of the Merger, including but  not limited to Starry Holdings,, do not
execute the Settlement Agreement, they shall be released only as a
Partially-Settling Stockholder as set forth in Section 3.D. of this
Settlement Agreement.


 


3.             RELEASE
OF CLAIMS


 


The claims released in
Sections 3.A. through Section 3.F of this Settlement Agreement shall be
collectively referred to as the “Released Claims.”


 


A.            MRV, on behalf of itself and its subsidiaries,
predecessors, successors, predecessors in interest, successors in interest,
parent entities, affiliates, divisions, or assigns, and all of their present,
past and future officers, directors, employees, shareholders, principals,
agents, attorneys, consultants, bankers, 
insurers, and any other representatives, does hereby fully and
completely release, dismiss, and discharge Snir, on behalf of himself and the
former Fiberxon stockholders who have executed this Settlement Agreement (the “Fully-Settling
Stockholders”), and all of their respective present or past heirs, families,
executors, estates, administrators, predecessors in interest, successors in interest,
successors, assigns, parents, subsidiaries, affiliates, officers, directors,
employees, agents, attorneys, shareholders, partners, partnerships, limited
liability companies, insurers, trustees, financial or investment advisors,
consultants, accountants and personal or legal representatives, from any and
all rights, actions, causes of action, allegations, claims, suits, debts, dues,
sums of money, accounts, liabilities, demands, promises, agreements, costs,
expenses (including but not limited to attorneys’ fees), damages, reckonings,
specialties, trespasses, judgments, and accusations whatsoever, of whatever
kind or nature, whether now known or unknown, contingent or absolute, disclosed
or undisclosed, matured or


 


6

















 


unmatured, suspected or
unsuspected, that have been, could have been or in the future could be or might
be asserted, including, without limitation, any claims, whether individual,
class, direct, derivative, representative, legal, equitable or in any other
capacity, arising under federal statutory, state or common law, local statutory
or common law, or any law, rule or regulation, including the law of any
jurisdiction outside the United States, (including allegations of fraud, breach
of the duty of care, breach of the duty of loyalty, breach of any other duty,
misrepresentation or omission, negligence, gross negligence, or recklessness, “quasi-appraisal,”
breach of contract, breach of trust, corporate waste, ultra vires actions,
unjust enrichments, promissory fraud, indemnification, contract excuse, failure
of condition, impossibility of performance, breach of non-competition contract,
tortious interference with non-competition contracts, tortious interference
with employment contracts, conspiracy, and civil conspiracy), and whether based
on contract, tort, statutory or other legal or equitable theory of recovery,
arising from anything whatsoever that has occurred up until and including the
Effective Date of this Settlement Agreement, including without limitation,


 


(1)           the negotiation, execution, and performance of the
Merger Agreement or any related agreement or transaction;


 


(2)           Fiberxon’s financial statements and any alleged
representation, misrepresentation, or alleged omission by Fiberxon or the
Settling Stockholders;


 


(3)           the legal and factual allegations and claims set forth
in the complaints or other pleadings filed by MRV in the California Litigation
and in China;


 


(4)           any other alleged representation, misrepresentation or
alleged omission by Fiberxon, Snir and the Settling Stockholders; and


 


(5)           any and all claims for attorneys’ fees and costs.


 


B.            Snir and the Fully-Settling Stockholders, and their
subsidiaries, affiliates, officers, directors, employees, shareholders,
principals, agents, attorneys, and any other representatives, do(es) hereby
fully and completely release, dismiss, and discharge MRV and all of its present
or past heirs, executors, estates, administrators, predecessors in interest,
successors in interest, successors, assigns, parents, subsidiaries, affiliates,
officers, directors, employees, agents, attorneys, and any other
representatives   from any and all
rights, actions causes of action, allegations, claims, suits, debts, dues, sums
of money, accounts, liabilities, demands, promises, agreements, costs, expenses
(including but not limited to attorneys’ fees), damages, reckonings,
specialties, trespasses, judgments, and accusations whatsoever, of whatever
kind or nature, whether now known or unknown, contingent or absolute, disclosed
or undisclosed, matured or unmatured, suspected or unsuspected, that the have
been could have been, or in the future might be or could be asserted,
including, without limitation, any claims, whether individual, class, direct,
derivative, representative, legal, equitable or in any other capacity, arising
under federal statutory, state or common law, local statutory or common law, or
any law, rule or regulation, including the law of any jurisdiction outside
the United States (including allegations of fraud, breach of the duty of care,
breach of the duty of loyalty, breach of any other duty,


 


7

















 


misrepresentation or
omission, negligence, gross negligence, or recklessness, “quasi-appraisal,”
breach of contract, breach of trust, corporate waste, ultra vires actions,
unjust enrichments, promissory fraud, indemnification, contract excuse, failure
of condition, impossibility of performance, breach of non-competition contract,
tortious interference with non-competition contracts, tortious interference
with employment contracts, conspiracy, and civil conspiracy), and whether based
on contract, tort, statutory or other legal or equitable theory of recovery,
arising from any matter that is the subject of this Settlement Agreement that
has occurred up until and including the Effective Date of this Settlement
Agreement, including without limitation,


 


(1)           the
negotiation, execution and performance of the Merger Agreement;


 


(2)           MRV’s
financial statements and any other alleged representation, misrepresentation,
or alleged act or omission by MRV


 


(3)           any
consideration paid or unpaid by MRV relating to the Merger Agreement.


 


C.            Upon execution of this Settlement Agreement by Snir
and MRV, Snir, on behalf of himself and all former Fiberxon Stockholders, and
their subsidiaries, affiliates, officers, directors, employees, shareholders,
principals,  agents, attorneys, and any
other representatives, does hereby fully and completely release, dismiss, and
discharge MRV and all of its present or past heirs, executors, estates,
administrators, predecessors in interest, successors in interest, successors,
assigns, parents, subsidiaries, affiliates, officers, directors, employees,
agents, attorneys, and any other representatives   from any and all rights, actions causes of
action, allegations, claims, suits, debts, dues, sums of money, accounts,
liabilities, demands, promises, agreements, costs, expenses (including but not
limited to attorneys’ fees), damages, reckonings, specialties, trespasses,
judgments, and accusations whatsoever, of whatever kind or nature, whether now
known or unknown, contingent or absolute, disclosed or undisclosed, matured or
unmatured, suspected or unsuspected, that the have been could have been, or in
the future might be or could be asserted, including, without limitation, any
claims, whether individual, class, direct, derivative, representative, legal,
equitable or in any other capacity, arising under federal statutory, state or
common law, local statutory or common law, or any law, rule or regulation,
including the law of any jurisdiction outside the United States, and whether
based on contract, tort, statutory or other legal or equitable theory of
recovery, in connection with, arising from, or related in any way to the $18
million of Deferred Compensation that is attributable to the Set-Off Fund and
the Special Set-Off Fund as set forth by the Merger Agreement.


 


As  a result of the execution of this Settlement
Agreement by Snir in his capacity as Stockholders’ Agent, all Fiberxon
Stockholders shall be deemed to have irrevocably waived, relinquished and
foregone any claim, right, or cause of action relating in any manner related to
the amount of the Deferred Compensation payable from the Set-Off Fund and the Special
Set-Off Fund or to any effect that payment or non-payment of any amount from
the Set-Off Fund and Special Set-Off Fund allegedly may have on the size of, or
claims concerning, the Remaining Deferred Compensation.


 


D.            MRV, and it subsidiaries, affiliates, officers,
directors, employees, shareholders, principals, 
agents, attorneys, and any other representatives, does hereby fully and
completely release,


 


8

















 


dismiss, and discharge Snir and the Partially-Settling
Stockholders, and all of their present or past heirs, executors, estates,
administrators, predecessors in interest, successors in interest, successors,
assigns, parents, subsidiaries, affiliates, officers, directors, employees,
agents, attorneys, and any other representatives  from any and all rights, actions causes of
action, allegations, claims, suits, debts, dues, sums of money, accounts,
liabilities, demands, promises, agreements, costs, expenses (including but not
limited to attorneys’ fees), damages, reckonings, specialties, trespasses,
judgments, and accusations whatsoever, of whatever kind or nature, whether now
known or unknown, contingent or absolute, disclosed or undisclosed, matured or
unmatured, suspected or unsuspected, that the have been could have been, or in
the future might be or could be asserted, including, without limitation, any
claims, whether individual, class, direct, derivative, representative, legal,
equitable or in any other capacity, arising under federal statutory, state or
common law, local statutory or common law, or any law, rule or regulation,
including the law of any jurisdiction outside the United States, and whether
based on contract, tort, statutory or other legal or equitable theory of
recovery, in connection with, arising from, or related in any way to the
$18,000,000 of Deferred Compensation that is attributable to  the Set-Off and Special Set-Off Funds as set
forth by the Merger Agreement.  MRV
expressly reserves all of its other claims and rights with respect to the
Deferred Compensation.


 


E.             The Partially-Settling Stockholders, Fully-Settling
Stockholders, the California Defendants, Jason Sun and Ming Wang (and any
entity that they control that held Fiberxon shares at the  Closing of the Merger, including but not
limited to, Starry Holdings), on the one hand, and Snir, on the other hand, and
their respective present, past or future officers, directors, employees,
agents, predecessors, successors, predecessors in interest, successors in
interest, parent entities, affiliates, subsidiaries, and  assigns, and their heirs, families,
executors, estates, administrators, attorneys, shareholders, partners,
partnerships, limited liability companies, insurers, trustees, financial or investment
advisors, consultants, accountants and personal or legal representatives, do
hereby fully and completely release, dismiss and discharge, on a mutual basis,
any and all rights, actions, causes of action, allegations, claims, suits,
debts, sums of money, accounts, liabilities, demands, promises, agreements,
costs, expenses, damages, reckonings, specialties, trespasses, judgments and
accusations, whatsoever, of whatever kind or nature, whether now known or
unknown, suspected or unsuspected, contingent or absolute, disclosed or
undisclosed, matured or unmatured, that have been, could have been, or in the
future could be might be asserted, including, without limitation, any claims,
whether individuals, class, direct, derivative, representative, legal,
equitable or in any other capacity, arising under federal statutory, state or
common law, local statutory or common law, or any law, rule, regulations,
including the law of any jurisdiction outside the United States, (including
allegations of fraud, breach of the duty of care, breach of the duty of
loyalty, breach of any other duty, misrepresentation or omission, negligence,
gross negligence or recklessness, “quasi-appraisal,” breach of contract, breach
of trust, corporate waste, ultra vires actions, unjust enrichments, promissory
fraud, indemnification, contract excuse, failure of condition, impossibility of
performance, breach of non-competition contracts, tortious interference with
non-competition contracts, tortious interference with employment contracts,
conspiracy and civil conspiracy), and whether based on contract, tort,
statutory or other legal or equitable theory of recovery, arising from any
matter whatsoever concerning the subject matter of this Settlement Agreement,
including without limitation:


 


9
















 


(1)           the negotiation, execution and
performance of the Merger Agreement or any related agreement or transaction;


 


(2)           the legal and factual allegations and
claims set forth in the complaints or other pleadings filed by MRV in the
California litigation or in China;


 


(3)           Snir’s performance and conduct as
Stockholders’ Agent;


 


(4)           this Settlement Agreement, including,
but not limited to, the negotiation, execution and implementation thereof;


 


(5)           the settlement, compromise and
discharge of MRV’s obligation to make payment of the deferred compensation
attributable to the Set-Off and Special Set-Off Funds; and


 


(6)           the performance by MRV or any
Fiberxon stockholder in connection with this Settlement Agreement, including
the payment, partial payment or non-payment by MRV of any portion of the Total
Settlement Amount; and


 


(7)           any actions, inaction, conduct,
misconduct, malfeasance, omissions and/or performance of any Paying Agent
retained by Snir to provide payments to the former Fiberxon Stockholders of the
$1.5 million in settlement of the Set-Off Funds or any portion thereof,
including, but not limited to, the failure of the Paying Agent to make timely
and appropriate payments to the former Fiberxon Stockholders.


 


Notwithstanding any
provision of this Section or any other provision of the Settlement
Agreement, Snir shall be entitled to be reimbursed from the $1.5 million of the
Total Settlement Amount that is attributable to the Set-Off Fund and the
Special Set-Off Fund for expenses and costs that have been incurred by Snir or
his representatives and agents, including attorneys, that are related to or
concern the administration or performance of his duties and responsibilities as
Stockholders’ Agent, including the negotiation, drafting, execution and
implementation of this Settlement Agreement.


 


RELEASES
FOR SET-OFF FUNDS SETTLEMENT ONLY


 


F.             MRV, on behalf of itself and its subsidiaries,
predecessors, successors, predecessors in interest, successors in interest,
parent entities, affiliates, divisions, or assigns, and all of their present,
past and future officers, directors, employees, shareholders, principals,
agents, attorneys, consultants, bankers, 
insurers, and any other representatives, does hereby fully and
completely release, dismiss, and discharge Snir, on behalf of himself and as
Stockholders’ Agent for the former Fiberxon stockholders  of his present or past heirs, family,
executors, estates, administrators, predecessors in interest, successors in
interest, successors, assigns, parents, subsidiaries, affiliates, officers,
directors, employees, agents, attorneys, shareholders, partners, partnerships,
limited liability companies, insurers, trustees, financial or investment
advisors, consultants, accountants and personal or legal representatives, from
any and all rights, actions, causes of action, allegations, claims, suits,
debts, dues, sums of money,


 


10

















 


accounts, liabilities,
demands, promises, agreements, costs, expenses (including but not limited to
attorneys’ fees), damages, reckonings, specialties, trespasses, judgments, and
accusations whatsoever, of whatever kind or nature, whether now known or
unknown, contingent or absolute, disclosed or undisclosed, matured or
unmatured, suspected or unsuspected, that have been, could have been or in the
future could be or might be asserted, including, without limitation, any
claims, whether individual, class, direct, derivative, representative, legal,
equitable or in any other capacity, arising under federal statutory, state or
common law, local statutory or common law, or any law, rule or regulation,
including the law of any jurisdiction outside the United States, (including
allegations of fraud, breach of the duty of care, breach of the duty of
loyalty, breach of any other duty, misrepresentation or omission, negligence,
gross negligence, or recklessness, “quasi-appraisal,” breach of contract,
breach of trust, corporate waste, ultra vires actions, unjust enrichments,
promissory fraud, indemnification, contract excuse, failure of condition,
impossibility of performance, breach of non-competition contract, tortious
interference with non-competition contracts, tortious interference with
employment contracts, conspiracy, and civil conspiracy), and whether based on
contract, tort, statutory or other legal or equitable theory of recovery,
arising from anything whatsoever that has occurred up until and including the
date of the Set-Off Funds Settlement, including without limitation,


 


(1)           the negotiation, execution, and performance
of the Merger Agreement or any related agreement or transaction;


 


(2)           Fiberxon’s financial statements and
any alleged representation, misrepresentation, or alleged omission by Fiberxon
or the Settling Stockholders;


 


(3)           the legal and factual allegations and
claims set forth in the complaints or other pleadings filed by MRV in the
California Litigation and in China;


 


(4)           any other alleged representation,
misrepresentation or alleged omission by Fiberxon, Snir and the Settling
Stockholders;  and


 


(5)           any and all claims for attorneys’
fees and costs.


 


G.            The term “unknown” in the definition of the Released
Claims as set forth above includes claims that MRV, Snir, the Fully-Settling
Stockholders, Partially-Settling Stockholders, the California Defendants, Jason
Sun and Ming Wang (and any entities they control that held Fiberxon shares at
the Closing of the Merger, including but not limited to, Starry Holdings) and
any or all other persons or entities whose claims are released, do not know or
suspect to exist, which, if known by him, her or it, might affect his, her or
its agreement to make these releases. 
Upon the effective date of the Settlement Agreement, all persons and
entities whose claims are being released, shall be deemed to have, and shall
have, expressly waived, and relinquished, to the fullest extent permitted by
law, the provisions, rights and benefits of § 1542 of the California Civil
Code, which provides as follows:


 


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS, WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR


 


11

















 


AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR


 


In addition, all other persons and entities whose
claims are being released, also shall be deemed, upon the effective date of the
Settlement Agreement, to have, and shall have, waived any and all provisions,
rights and benefits conferred by any law of any state or territory of the United
States, or principle of common laws, or the law of any jurisdiction outside the
United States, which is similar, comparable or equivalent to § 1542 of the
California Civil Code.  The Parties
acknowledge that they may discover facts in addition to or different from those
that they now know or believe to be true with respect to the subject matter of
this Settlement Agreement, but that it is their intention to fully, finally and
forever settle and release all known and unknown claims, as set forth herein.


 


4.             STOCKHOLDER APPROVAL


 


A.            Snir hereby expressly represents and
warrants that he is presently the duly authorized Stockholders’ Agent pursuant
to the Merger Agreement, and presently possesses the power, duties,
responsibilities, and authority of the Stockholders’ Agent as set forth in the
Merger Agreement, including the right to sign and bind the Fiberxon
Stockholders with respect to the Set Off and Special Set Off Funds.  Other than as expressly set forth herein,
Snir makes no other representations and warranties.


 


B             Snir shall not be subject to any claims, demands, or
suits by MRV with respect to the negotiation, execution, performance or
implementation of this Settlement Agreement. 
MRV shall not seek, demand or require Snir to indemnify MRV or hold MRV
harmless for any claims, demands, causes of action, or suits that are brought
by any former Fiberxon stockholder against MRV relating to or concerning this
Settlement Agreement, other than any claim that he did not have authority to
bind Fiberxon Stockholders to the settlement of the Set Off and Special Set Off
funds.


 


C.            Snir reviewed the terms of this
proposed Settlement Agreement with the Fiberxon Stockholders at a meeting of
the Fiberxon Stockholders that was held on December 17, 2009.  Snir informed the Fiberxon Stockholders of
his intent to execute this Settlement Agreement in his capacity as Stockholders’
Agent and settle all claims relating to the Set-Off Fund and the Special
Set-Off Fund.


 


With respect to the
settlement of the Remaining Deferred Compensation, in the absence of approval
and signature of this Settlement Agreement within 30 days of the Stockholders
Meeting, by Fiberxon Stockholders who held at least 75% of the total
outstanding Fiberxon common and preferred stock on an as-converted basis at the
time of the Closing, MRV shall have the option to disavow this Settlement
Agreement  as to the Remaining Deferred
Compensation as defined above  and to
treat this Settlement Agreement as being binding only as to the settlement of
the amount of the Deferred Compensation that is attributable to the Set-Off
Fund and the Special Set-Off Fund.  Such
determination which shall be irrevocable shall be made by MRV within 30 days of
the last day for acceptance by Fiberxon Stockholders of the Settlement Agreement
and communicated in writing to Snir within such time period.


 


12

















 


Notwithstanding any
provision of the Settlement Agreement, the Set-Off Funds Settlement shall be
fully effective, binding and enforceable on MRV, Snir, and the Fiberxon
Stockholders regardless of whether the Settlement Agreement is executed by any
Fiberxon Stockholders. If only the Set-Off Funds Settlement becomes effective,
then Snir’s and the Fiberxon Stockholders’ release set forth in Section 3.C
and MRV’s release set forth in Section 3.F. will become effective.  However, to receive their pro rata
distribution of the Set-Off Funds Settlement, each Fiberxon Stockholder must
execute this Settlement Agreement to release Snir as if he were a Partially-Settling
Stockholder pursuant to the release set forth in Section 3.E. of this
Settlement Agreement.


 


D.            Each former Fiberxon stockholder
shall have 30 days from the date of the Stockholder Meeting referred to in Section 4.C.
of this Settlement Agreement to approve the Settlement Agreement by executing
the Settlement Agreement and providing the executed Settlement Agreement to
MRV.  The failure of any Fiberxon
Stockholder to execute the Settlement Agreement within 30 days of the
Stockholder Meeting shall be considered and treated as a rejection of the
Settlement Agreement by the Stockholder. 
However, any Stockholder who (a) did not receive notice of the
Stockholder Meeting through no fault or diligence of such stockholder; (b) received
notice of the Stockholder Meeting but demonstrates  good cause for not participating in the
meeting; or (c) received notice of the Stockholder Meeting but did not
receive the settlement proposal through no fault or lack of diligence of such
stockholder and although participating in the Stockholder Meeting, wanted to
review the written settlement proposal before determining whether to accept the
settlement, will be allowed 45 days from the date of the stockholder meeting to
execute the Settlement Agreement.  Any
inaction after that date will be deemed a rejection of the Settlement Agreement
by the Fiberxon Stockholder and such Fiberxon Stockholder shall be deemed only
a Partially-Settling Stockholder. MRV shall have the sole option to allow
Partially-Settling Stockholders to execute this Settlement Agreement after this
date. Notwithstanding any provision of this Settlement Agreement, the Fiberxon
Stockholders shall have up to 180 days from the date that Snir executes the
Settlement Agreement to provide the required release  to Snir (or any Paying Agent retained by Snir)
in order to obtain their pro rata share of the Set-Off Funds Settlement.


 


E.             For purposes of this Settlement
Agreement, the “Effective Date” as to the Pro Rata Remaining Amount, up to $4.5
million, shall be the date when the Settlement Agreement has been executed by
MRV and by Snir and (1) holders of at least 75% of the outstanding
Fiberxon common and preferred stock on an as-converted basis at the time of the
Closing have provided executed Settlement Agreements to MRV, subject to the
terms  and conditions of Sections 4.C and
4.D of this Settlement Agreement; or (2) holders of less than 75% of the
outstanding Fiberxon common and preferred stock on an as-converted basis at the
time of the Closing have provided executed Settlement Agreements to MRV subject
to the terms and conditions of Sections 4.C and 4.D of this Settlement
Agreement and MRV provides written notice to Snir that MRV has elected to
exercise its option to declare that the Settlement Agreement is effective,
binding and enforceable in its entirety.


 


13

















 


5.             MRV’S LITIGATION IN CHINA


 


All parties acknowledge
that this Settlement Agreement is not intended to have, and shall not have, any
direct or indirect effect concerning or regarding MRV’s ongoing litigation in
China involving the entity known as Superxon. 
However, Snir and all Fully-Settling Stockholders other than the
California Defendants shall be released from any and all claims, causes of
action, allegations, demands, losses, suits, liabilities, fees, costs, expenses
or damages that relate to or concern Superxon; arise out of MRV’s China
litigation against Superxon; or in any other manner relate to or concern MRV’s
past, present or future claims, causes of action or factual or legal
allegations in the China litigation. 
Nothing in this provision shall affect or diminish the scope of the
release provided by MRV to the Fully-Settling Stockholders in Section 3.A.
above.


 


6.             DISMISSAL FROM THE CALIFORNIA LITIGATION


 


Within ten days of the
Effective Date of this Settlement Agreement, counsel for MRV shall advise the
Los Angeles County Superior Court that MRV shall dismiss with prejudice all
claims against Snir, (and against Jason Sun and Ming Wang only if they have
executed the Settlement Agreement on behalf of themselves and any entity they
control that held Fiberxon shares at the Closing of the Merger, including but
not limited to, Starry Holdings) and dismiss without prejudice those California
Defendants who have executed the Settlement Agreement.  MRV shall take any and all necessary measures
to obtain the dismissal with prejudice of the California Litigation against
Snir (and against Jason Sun and Ming Wang only if they have executed the
Settlement Agreement on behalf of themselves and any entity they control that
held Fiberxon shares at the Closing of the Merger, including but not limited
to, Starry Holdings) and the dismissal without prejudice of California
Defendants who have executed the Settlement Agreement.  If only the Set-Off Funds Settlement becomes
effective, MRV shall undertake all necessary measures to obtain the dismissal
of Snir with prejudice from the California Litigation within 10 days from the
date that MRV provides written notice to Snir pursuant to Section 4.C. of
this Settlement Agreement.


 


7.             NON-DISPARAGEMENT


 


Snir and MRV’s officers,
employees, agents, representatives and directors with knowledge of this
Settlement Agreement, agree not to disparage the other party, their businesses,
or their officers, directors, employees, partners or members with respect to
any matter that is the subject of this Settlement Agreement.


 


8.             NO ADMISSION OF LIABILITY


 


This Settlement Agreement
is a compromise of disputed claims and does not in any way constitute (a) an
admission by either Party of the truth or falsity of any claims heretofore
made, or (b) an acknowledgment or admission by either party of any
liability or responsibility, past, present or future, for the matters released
by and through this Settlement Agreement.


 


14

















 


9.             WARRANTY AGAINST ASSIGNMENT


 


The Parties, on behalf of
their successors and assigns, hereby warrant and covenant that they have not
transferred or assigned to any third party any claims or demands that they have
or may have against any of the Parties to this Settlement Agreement or against
any of their respective present or former officers, directors, investors,
shareholders, partners, members, joint venturers, parents, subsidiaries,
predecessor or successor corporations, attorneys, agents, representatives and
assigns, arising out of, or in connection with anything whatsoever relating to
the dispute or the released matters.


 


10.           SCOPE OF RELEASE


 


The provisions of this
Settlement Agreement shall inure to the benefit of and shall be binding upon
the heirs, executors, administrators, successors and assigns of any released or
releasing party.  Except as otherwise
expressly provided herein, this Settlement Agreement shall not and does not
create any rights in any third persons. 
Nothing in this section shall be construed to permit any assignment
which would be unauthorized or void pursuant to any other part of this
Settlement Agreement.


 


11.           REPRESENTATION BY COUNSEL


 


The Settlement Agreement has been reviewed by counsel to Snir and MRV.
Snir and MRV acknowledge that they have been represented by independent counsel
of their choice throughout all negotiations which preceded the execution of
this Settlement Agreement and that MRV and Snir have had the opportunity to
discuss fully the terms of this Settlement Agreement with such independent
legal counsel.  Each Partially-Settling
Stockholder and Fully-Settling Stockholder is entitled to discuss and review
the terms of this Settlement Agreement with his, her or its own counsel.  Nonetheless, all Parties who execute the
Settlement Agreement, including the Fully-Settling Stockholders, respectively
acknowledge and represent that they have reviewed this Settlement Agreement and that they have entered into this Settlement Agreement freely and
voluntarily, notwithstanding the fact that a Fully-Settling Stockholder did not
discuss or review the terms of this Settlement Agreement with independent
counsel.


 


12.           FEES AND EXPENSES


 


Each Party to this Settlement Agreement will
bear its own costs, expenses and attorneys’ fees incurred in, arising out of, or in
any way relating to the matters released herein. However, notwithstanding this
provision or any other provision of the Settlement Agreement, Snir shall be
entitled to be reimbursed from the portion of the Total Settlement Amount that
is attributable to the Set-Off Fund and the Special Set-Off Fund for the
expenses and costs incurred by Snir or his agents and representatives,
including attorneys, in the performance or administration of his duties as
Stockholders’ Agent, including but not limited to, the negotiation, drafting,
execution and implementation of this Settlement Agreement, prior to his payment
to the Stockholders of their pro rata interest in such amount. MRV shall have
no liability, direct or indirect, for any claim by any stockholder concerning
any aspect of Snir’s payment or deduction for attorneys fees or other expenses.


 


15

















 


13.           AUTHORITY TO EXECUTE


 


The individuals
executing this Settlement Agreement
in a representative capacity on behalf of legal entities expressly represent
and warrant that they are fully authorized and empowered to execute this
Settlement Agreement on behalf of the Party on whose behalf they are signing.


 


14.           CHOICE OF LAWS AND FORUM.


 


This Settlement Agreement shall be deemed to have been entered into and shall
be construed and enforced in accordance with the laws of the State of
California, as applied to contracts made and to be performed in California.
Moreover, should any Party choose to sue to enforce or contest this Settlement
Agreement, the
Parties agree that any such lawsuit will be brought in the United States
District Court for the Central District of California or a Superior Court for
the County of Los Angeles.


 


15.           CONFIDENTIALITY


 


The Parties each agree to
use their best efforts to maintain in confidence the contents and terms of this
Settlement Agreement, the
consideration for this Settlement
Agreement, the performance of this Settlement Agreement, and the settlement negotiations of the
Parties leading to this Settlement
Agreement (hereinafter collectively referred to as “Settlement
Information”).  Each Party hereto agrees
to take every reasonable precaution to prevent disclosure of any Settlement
Information to third parties, and each party agrees that it will not publicize,
directly or indirectly, the Settlement Information.  The Parties agree to take every reasonable
precaution to disclose Settlement Information only to those employees,
officers, directors, attorneys, accountants, and governmental entities that
have a reasonable need to know such Settlement Information.  This provision shall not restrict in any way
the Parties’ ability to disclose information concerning this Settlement Agreement pursuant to their
obligations under federal and state law. 
No disclosure by the Parties of information relating to this Agreement
in any form filed with the United States Securities and Exchange Commission or
to any federal or state taxing authority shall be deemed to violate this
provision, and all such information so disclosed shall no longer be subject to
this Section. The Parties agree that either Party may issue a press release,
after this Settlement Agreement becomes binding and enforceable, that confirms
that the Parties have entered into a settlement agreement relating to the
California Litigation and to the amount of consideration provided in connection
with the Merger Agreement.  The Parties
agree that any additional release of information will require approval by both
Parties, which approval will not be unreasonably withheld.


 


16.           TOLLING AGREEMENT


 


The Tolling Agreement
executed by Snir and MRV shall be extended until a) a determination as to
whether this Settlement Agreement becomes effective, binding or fully
enforceable, pursuant to the terms and conditions set forth in Section 4.C.
and 4.E of this Settlement Agreement; or b) March 1, 2010, whichever
occurs earlier.


 


16

















 


17.           MISCELLANEOUS PROVISIONS


 


A.            This Settlement Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed an original, but all of which
counterparts together shall constitute one and the same instrument.  This
Settlement Agreement may be executed by facsimile signature(s), including
scanned signature(s) transmitted by electronic mail, which facsimile
signature(s) the parties agree shall be deemed for all purposes as
originals.


 


B.            If
any provision of this Settlement
Agreement or the application thereof to any party or circumstance shall
to any extent be invalid or unenforceable, the remainder of this Settlement Agreement, and the
application of such provision to persons or circumstances other than those as
to which it is invalid or unenforceable, shall not be affected thereby and each
provision of this Settlement Agreement
other than such invalid or unenforceable provision, shall be valid and
enforceable.


 


C.            No provision of this
Settlement Agreement shall be interpreted for or against any Party because that
Party or its attorney drafted the provision.


 


D.            The
section and paragraph headings in this Settlement
Agreement are for convenience and reference only, and shall not be
deemed to alter or affect the provisions thereof.


 


E.             Payments
made to Snir and to the former Fiberxon Stockholders shall be made to such
stockholders and mailed to the address as indicated on the signature pages hereto.


 


18.           ENTIRE AGREEMENT


 


A.            This Settlement Agreement constitutes the entire understanding and
agreement between the Parties.


 


B.            Except as expressly provided herein,
all prior and/or contemporaneous discussions, negotiations, agreements and
writings, have been and are superseded by this Settlement Agreement.  No
changes in or additions to this Settlement Agreement shall be valid,
enforceable or recognized, unless made in a writing and signed by the Parties.


 


17

















 


IN
WITNESS WHEREOF, the parties have executed this Settlement Agreement.


 


 


	
  Dated: December
  19, 2009

  	
  Yoram Snir,
  Stockholders’ Agent for the Former Stockholders of Fiberxon, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yoram Snir /
  by Jared Kopel

  
	
   

  	
   

  	
  Yoram Snir, as Stockholders’ Agent of Fiberxon, Inc.,
  a former Delaware Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: December
  18, 2009

  	
  MRV
  Communications, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Noam Lotan

  
	
   

  	
   

  	
  N. Lotan

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO

  
					



 


18

















 


Execution by Former Fiberxon Stockholder:


 


I,
                                ,
represent that I have reviewed this Settlement Agreement and choose freely and
voluntarily to execute this Settlement Agreement and to be bound by its terms
and conditions as:


 


CHECK ONLY ONE
BOX:


 


 


	
  I do not approve
  of the entire Settlement Agreement. I agree to participate as a Partially
  Settling Stockholder in the Set-Off Funds Settlement and obtain my pro rata
  share of that Settlement. As a condition of participating in the Set-Off
  Funds Settlement, I agree and acknowledge that the release of Yoram Snir in
  his capacity as Stockholders’ Agent as set forth in Section 3.E of this
  Settlement Agreement shall be effective and binding on me.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  
	
  I approve of the
  entire Settlement Agreement, and acknowledge and agree that all of the terms
  and conditions set forth therein shall be effective and binding on me.

  	
   

  	
  o

  



 


 


	
  Dated:
                                    ,
  2009

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


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