RESTATED CERTIFICATE OF INCORPORATION OF OCLARO, INC.
FIRST: The name of the Corporation is Oclaro, Inc.
SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to
engage in any lawful act or activity for which corporations may be organized under the General Corporation Law
of the State of Delaware.
FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to
issue is 91,000,000 shares, consisting of (i) 90,000,000 shares of Common Stock, $0.01 par value per share
(“Common Stock”), and (ii) 1,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred
Stock”). Effective as of 6:00 p.m., Eastern time, on April 29, 2010 (the “Effective Time”), each five (5) shares of
the Corporation’s Common Stock, par value $0.01 per share, issued and outstanding immediately prior to the
Effective Time (“Old Common Stock”) shall, automatically and without any action on the part of the respective
holders thereof, be combined and reclassified into one (1) share of Common Stock, par value $0.01 per share,
of the Corporation (“New Common Stock”). Notwithstanding the immediately preceding sentence, no fractional
shares of New Common Stock shall be issued and, in lieu thereof, upon receipt after the Effective Time by the
exchange agent selected by the Corporation of a properly completed and duly executed transmittal letter and,
where shares are held in certificated form, the surrender of the stock certificate(s) formerly representing shares of
Old Common Stock, any stockholder who would otherwise be entitled to a fractional share of New Common
Stock as a result of the foregoing combination and reclassification of the Old Com