[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 o o Large] [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:] [AMENDED AND RESTATED BYLAWS OF SEMILEDS CORPORATION (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE 1 Offices 1 1.1 Principal Office 1 1.2 Additional Offices 1 ARTICLE 2 Meeting of Stockholders 1 2.1 Place of Meeting] [SEMILEDS CORPORATION AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Agreement Company Stockholders C Investors This Amended and Restated Investor Rights Agreement (this “ Existing Investors WHEREAS, certain of the Investors (the “ Prior Rights Agreement 30, 2008, by and between the Company and the Existing Investors and Stockholders (the “ WHEREAS, the Existing Investors and the Stockholders possess a sufficient number] [SEMILEDS CORPORATION 2005 EQUITY INCENTIVE PLAN WHEREAS, the Board of Directors of the Company (the “Board”), subject to the approval of the Company’s shareholders, adopted the SemiLEDs Corporation 2005 Equity Incentive Plan (the “Plan”), under which employees (including officers), non-employee members of the Board and consultants of the Company may be offered the opportunity to acquire shares of the Company’s] [AMENDED AND RESTATED EMPLOYMENT AGREEMENT Agreement Company Executive This Amended and Restated Employment Agreement (this “ RECITALS : A. CEO Prior Agreement Executive is currently being employed by the Company as Chief Executive Officer (“ B. Simplot Stock Restriction Agreement As a condition to investing in the Company and purchasing shares of the Company’s Series A Preferred Stock, J.R. Simplot] [AMENDED AND RESTATED EMPLOYMENT AGREEMENT Agreement Company Executive This Amended and Restated Employment Agreement (this “ RECITALS : A. President Prior Agreement Executive is currently being employed by the Company as President (“ B. Simplot Stock Restriction Agreement As a condition to investing in the Company and purchasing shares of the Company’s Series A Preferred Stock, J.R. Simplot Company and] [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] [SEMILEDS 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 time on] [SEMILEDS PHOTONICS EMPLOYEE AGREEMENT This Employee Agreement (the “Agreement”) is entered into by and between Lanfang (Lydia) Chin (“Employee”) and Se mi-Photonics Co., Ltd., a company organized under the laws of Republic of China (the “Company”), dated effective as of November 17 , 20 08 . 1. Duties; Title . Employee’s job title and duties may change from time to] [Subsidiaries of SemiLEDs Corporation Name Jurisdiction of Percentage SemiLEDs Optoelectronics Co., Ltd. Taiwan 100 % Helios Crew Corporation Delaware 100 % Xurui Guangdian Co., Ltd. People’s Republic of China] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of SemiLEDs Corporation: 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] []