[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]