[AMENDMENT NO. 8 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMILEDS CORPORATION Delaware 3674 20-2735523 3F, No.11 Ke Jung Rd., Chu-Nan Site, National Corporate Research Ltd. COPIES TO: Mark J. Lee Jeffrey D. Saper ORRICK, HERRINGTON & SUTCLIFFE LLP WILSON SONSINI GOODRICH & ROSATI Approximate date of commencement of proposed sale to the public: o o o] [AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SemiLEDs Corporation SemiLEDs Corporation, a Delaware corporation, hereby certifies that: 1. The name of the corporation is SemiLEDs Corporation. The date of filing of its original Certificate of Incorporation with the Secretary of State was January 4, 2005. 2. This Amended and Restated Certificate of Incorporation of the corporation attached hereto as Dated:] [RESTATED CERTIFICATE OF INCORPORATION OF SEMILEDS CORPORATION (Originally incorporated on January 4, 2005) ARTICLE I Corporation The name of this corporation is SemiLEDs Corporation (the “ ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 615 South Dupont Highway, City of Dover, County of Kent, Delaware 19901. The name of its registered agent at] [BYLAWS OF SEMILEDS CORPORATION TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 4] [] [ORRICK, HERRINGTON & SUTCLIFFE LLP 43/F, Gloucester Tower, The Landmark tel +852-2218-9100 fax +852-2218-9200 WWW.ORRICK.COM November [ · ] , 2010 SemiLEDs Corporation 3F, No. 11 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, R.O.C. Re: Registration Statement on Form S-1 Ladies and Gentlemen: We are acting as counsel for SemiLEDs Corporation Company Commission ,]