[AMENDMENT NO. 3 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] [SEMILEDS CORPORATION (a Delaware corporation) · Shares of Common Stock UNDERWRITING AGREEMENT Dated: · , 2010 SEMILEDS CORPORATION (a Delaware corporation) [ · ] Shares of Common Stock UNDERWRITING AGREEMENT · , 2010 Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park] [AMENDED AND RESTATED BY AND BETWEEN SemiLEDs Corporation AND Xurui Guangdian Co., Ltd. ON July 19, 2010 1 AMENDED AND RESTATED PATENT ASSIGNMENT AND Patent Assignment and License Agreement Agreement This SemiLEDs Corporation , an American corporation incorporated and existing under the laws of USA, with registered office at 999 Main Street, Suite 1010, Boise, ID83702, USA and duly represented] [Agreement for Issuance of Overseas Letter of Credit(the “Agreement”) The contracting party: SemiLEDs Optoelectronics Co., Ltd., represented by the Chairman, Trung Doan (hereinafter referred to as the “Appointer”).In order to proceed settlement of exchange at E.Sun Bank (hereinafter referred to as the “Bank”) for purchasing the goods and materials from foreign countries, the Appointer invites the guarantor bearing the joint] [LEASE AGREEMENT THIS LEASE AGREEMENT (this “Agreement”) is entered into as of this fist day of December, 2006 (“Effective Date”), by and between SEMI-PHOTONICS CO., LTD., a Taiwan company having offices at 7F, No.13, Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Miao-Li County, Taiwan, the Republic of China (“R.O.C.”) (the “Lessee”), and LUXXON TECHNOLOGY CORPORATION, a Taiwan] [SEMI-PHOTONICS CO., LTD. INTERNATIONAL DISTRIBUTION AGREEMENT This Inte rn ational Distribution Agreement (the “Agreement”) is made an d entered into effective December 20, 2006 (the “Effective Date”) between SEMI-PHOTONICS CO., LTD., a company with offices at 7F, No.13 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu- Nan 350, Taiw an (“Comp an y”), an d NANOTECO CORP., a Japanese] [Loan Agreement (Used for Short-term, Medium-term, and Long-term Loan) Agreement Borrower Guarantor Obligors Bank This Loan Agreement (the “ 1. Term The Borrower may apply loan to the Bank in accordance with the Agreement during the term from January 13, 2009 to January 13, 2010 (the “ 2. The take-down and the lending period should be made in accordance with] [Loan Agreement (Used for Short-term, Medium-term, and Long-term Loan) Agreement Borrower Guarantor Obligors Bank This Loan Agreement (the “ 1. Term The Borrower may apply loan to the Bank in accordance with the Agreement during the term from April 7, 2009 to April 7, 2010 (the “ 2. The take-down and the lending period should be made in accordance with] [Loan Agreement (Used for Short-term, Medium-term, and Long-term Loan) Agreement Borrower Guarantor Obligors Bank This Loan Agreement (the “ 1. Term The Borrower may apply loan to the Bank in accordance with the Agreement during the term from March 18, 2010 to March 18, 2011 (the “ 2. The take-down and the lending period should be made in accordance with] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of We consent to the use of our report, dated August 6, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report, dated August 6, 2010, contains an explanatory paragraph that states that the Company has suffered recurring]

[AMENDMENT NO. 2 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] [EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into effective as of August 14, 2007 (the “Effective Date”) by and between SEMILEDS CORPORATION, a Delaware corporation (the “Company”), and DAVID YOUNG (“Employee”). The term Company in this Agreement (other than the application of Section 2) shall include its affiliates where appropriate. RECITALS : A. The Company wishes to employ] [E XHIBIT 10.6 SEMI-PHOTONICS EMPLOYEE AGREEMENT This Employee Agreement (the “Agreement”) is entered into by and between Jack Yeh (“Employee”) and Se mi-Photonics Co., Ltd., a company organized under the laws of Republic of China (the “Company”), dated effective as of August 2, 20 05 . 1. Duties; Title . Employee’s job title and duties may change from time to] [SEMI-PHOTONICS EMPLOYEE AGREEMENT This Employee Agreement (the “Agreement”) is entered into by and between Lanfang (Lydia) Chin (“Employee”) and Semi-Photonics Co., Ltd., a company organized under the laws of Republic of China (the “Company”), dated effective as of November 17, 2008. 1. Duties; Title . Employee’s job title and duties may change from time to time on reasonable notice, based] [SEMI -PHOTONICS CO., LTD. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT This Proprietary Information and Inventions Agreement (this “Agreement”) is entered into between me, , and Semi-Photonics Co., Ltd., a company organized under the laws of Republic of China (Taiwan), and its affiliates (collectively, the “Company”). In consideration for the compensation received by me for employment with the Company, and effective as] [NON-COMPETITION AGREEMENT This Non-Competition Agreement (the “Agreement”) is entered into effective as of (the “Effective Date”), by and between SEMI-PHOT ONICS CO., LTD., a company organized under the laws of Taiwan (R.O.C.), and its affiliates (collectively, the “Company”), and (“Employee”). RECITALS A. The Company is engaged in the business of light emitting diodes (“LED”), LED packaging, lighting, and other related] [Promoters Agreement of December 25, 2009 Promoters Agreement Executed Version Promoters Agreement of Xurui Guangdian Co., Ltd. For the purpose of the development of China’s semiconductor lighting industry and close cooperation among enterprises at upper, middle and lower streams of the semiconductor lighting industry chain, all promoters hereby enter into this Agreement with respect to vital issues involved during the] [Xurui Guangdian Co., Ltd. Capital Increase Agreement March 26, 2010 Capital Increase Agreement Executed Version Capital Increase Agreement of Xurui Guangdian Co., Ltd. Company Increased Shares WHEREAS: Xurui Guangdian Co., Ltd. (hereinafter referred to as the “ Through friendly consultation, all parties hereby reach the following agreement in accordance with the stipulations of the Company Law of the People’s Republic] [AMENDED AND RESTATED BY AND BETWEEN SemiLEDs Corporation AND Xurui Guangdian Co., Ltd. ON July 19, 2010 1 AMENDED AND RESTATED PATENT ASSIGNMENT AND Patent Assignment and License Agreement Agreement This SemiLEDs Corporation , an American corporation incorporated and existing under the laws of USA, with registered office at 999 Main Street, Suite 1010, Boise, ID83702, USA and duly represented] [PATENT CROSS-LICENSE AGREEMENT BY AND BETWEEN SemiLEDs Corporation AND Xurui Guangdian Co., Ltd. MAY 7, 2010 PATENT CROSS-LICENSE AGREEMENT Patent Cross-License Agreement Agreement This SemiLEDs Corporation , an American corporation incorporated and existing under the laws of USA having a registered office at 99 Main Street, Suite 1010, Boise, ID83702, USA and duly represented by Trung Tri Doan (nationality: USA)] [TRADEMARK CROSS-LICENSE AGREEMENT BY AND BETWEEN SemiLEDs Corporation AND Xurui Guangdian Co., Ltd. MAY 7, 2010 TRADEMARK CROSS-LICENSE AGREEMENT Trademark Cross-License Agreement Agreement This SemiLEDs Corporation SemiLEDs Xurui Guangdian Co., Ltd. Xurui , a Chinese corporation incorporated and existing under the laws of the PRC having a registered office at Room 201, Building B, Innovation Center, The South China Sea] [th , 2009 (the “Effective Date”) between Semi-Photonics Co., Ltd., a company with offices at 7F, No. 13 Ke Jung Rd., Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Taiwan (“Company”), and LiteOn Technology Corporation , a company with business address at 12F, 392, Ruey Kuang Road, Neihu, Taipei,114, Taiwan, R.O.C. (“Customer”). WHEREAS, Company is the manufacturer of the Products (described] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of We consent to the use of our report, dated August 6, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report, dated August 6, 2010, contains an explanatory paragraph that states that the Company has suffered recurring] [Xurui Guangdian Co., Ltd. Amended and Restated Articles of Association March 26, 2010 Amended and restated AOA Executed Version Table of Contents CHAPTER II. BUSINESS PURPOSE AND BUSINESS SCOPE 3 CHAPTER III. SHARES 4 SECTION 1. SHARE ISSUANCE 4 THE TIME FRAME OF CONTRIBUTIONS MADE BY EACH PARTY SHALL BE IN LINE WITH RELEVANT PROVISIONS OF THE CAPITAL INCREASE AGREEMENT]