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ADDENDUM NO. 2 TO STOCK PURCHASE AGREEMENT
This ADDENDUM NO. 2 TO STOCK PURCHASE AGREEMENT (this "Addendum No. 2") is
entered into as of this 26th day of June, 2000 by and among Fiber Optic
Communications, Inc., a corporation organized and existing under the laws of the
Republic of China ("FOCI"), MRV Communications, Inc., a corporation organized
and existing under the laws of Delaware, U.S.A.("MRV"), and each person listed
in the schedule attached hereto as Schedule 1 (individually, a "Selling
Shareholder" and collectively "Selling Shareholders"), represented by their
attorneys-in-fact, Ronald Fu-Chang Wang and Steve Song-Fure Lin
("Attorneys-in-Fact"). MRV, FOCI and Selling Shareholders are referred to herein
individually as the "Party" and collectively as the "Parties".
WITNESSETH
WHEREAS, FOCI, MRV and certain of Selling Shareholders, represented by
Attorneys-in-Fact, have entered into a Stock Purchase Agreement ("SPA") on the
21st day of February, 2000 and the Addendum to SPA on the 14th day of April,
2000;
WHEREAS, the Parties wish to enter into this Addendum No. 2 to amend certain
provisions in the SPA.
NOW, THEREFORE, the Parties agree the following:
1. Section 2.5 shall be deleted in its entirety in exchange of the earlier
release of half of the Escrowed shares as stated in Seciton 2 of this
Addendum No. 2.
2. Notwithstanding Section 10.2.3 of the SPA or other provisions in the SPA
and the Addendum to SPA, half of the Escrowed Shares shall be taken from
the Escrow Account and delivered to Attorneys-in-Fact of the Selling
Shareholders no later than 30 days after the effective date of the
registration of MRV Shares with the United States Securities Exchange
Commission.
3. Addendum No. 2 to Escrow Agreement as attached herewith shall be effective
as of the date of execution of this Addendum No. 2.
IN WITNESS WHEREOF, the Parties hereto have executed this Addendum No. 2 as of
the date first above written.
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MRV COMMUNICATIONS, INC.
/s/ Edmund Glazer
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By: Edmund Glazer
Title: Chief Financial Officer
FIBER OPTIC COMMUNICAITONS, INC.
/s/ Steve Song-Fure Lin
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By: Steve Song-Fure Lin
Title: President
SELLING SHAREHOLDERS
/s/ Ronald Fu-Chang Wang
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Represented by: Ronald Fu-Chang Wang
/s/ Steve Song-Fure Lin
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Represented by: Steve Song-Fure Lin
