NeoPhotonics Corporation Watch

from S-3 17 pages NeoPhotonics Corporation and , as Warrant Agent Form of Debt Securities Warrant Agreement Dated as of , 20__ Form of Debt Securities Warrant Agreement

from S-3 19 pages NeoPhotonics Corporation and , as Warrant Agent Form of Preferred Stock Warrant Agreement Dated as of , 20__ Form of Preferred Stock Warrant Agreement

from S-3 19 pages NeoPhotonics Corporation and , as Warrant Agent Form of Common Stock Warrant Agreement Dated as of , 20__ Form of Common Stock Warrant Agreement

from S-3 42 pages NeoPhotonics Corporation, Issuer and [Trustee], Trustee Indenture Dated as of , 20__ Debt Securities

from 10-K/A 3 pages Description of Capital Stock

from 10-K 3 pages Description of Capital Stock

from S-1 5 pages Commitment to File Registration Statement and Related Waiver of Registration Rights December 16, 2014

from S-1/A 2 pages Number Neophotonics Abnote North America Common Stock See Reverse for Certain Definitions Cusip P64051t 10 0 Incorporated Under the Laws of the State of Delaware This Certifies That Is the Record Holder of Fully Paid and Non-Assessable Shares of Common Stock, $.0001 Par Value Per Share, of NeoPhotonics Corporation Transferable on the Books of the Corporation by the Holder Hereof in Person or by Duly Authorized Attorney Upon the Surrender of This Certificate Properly Endorsed. This Certificate Is Not Valid Until Countersigned by the Transfer Agent and Registered by the Registrar. Witness the Facsimile Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. Dated: Chief Executive Officer Secretary Authorized Officer Countersigned and Registered: American Stock Transfer & (New York, Ny) Trust Company, LLC Transfer Agent and Registrar by NeoPhotonics Corporation Corporate Seal Oct. 31, 1996 Delaware Npc NeoPhotonics Corporation

from S-1 7 pages Warrant to Purchase Stock

from S-1 88 pages NeoPhotonics Corporation 2008 Investors’ Rights Agreement