1.

Term. This Agreement shall begin on the Effective Date with a duration of three (3) years from the Effective Date (the “Term”). The Parties may renew this Agreement pursuant to a duly executed amendment.

2.

Production Development, Manufacturing Scale-up, and Capacity Commitment.AXT shall increase capacity in its Beijing, China facility in 2026 and through 2028, and under the scope of this Agreement, will focus the capacity expansion for Products through the construction and installation of 6-inch compatible crystal growth furnaces and substrate manufacturing lines. Through this capacity expansion, AXT commits to the 6-inch capacity based on the forecast for Coherent, as shown in Table A, as set forth and provided in Exhibit B, attached hereto and incorporated by reference, which under this Agreement is committed to Coherent (the “Capacity Commitment”).

3.

Pre-payment, Pricing, and Terms. A prepayment of twenty two million, two hundred eighty eight thousand, five hundred dollars ($22,288,500) (the “Prepayment”) will be due from Coherent to AXT within thirty (30) days of the Effective Date. Payment shall be provided via wire or ACH. A portion of the Prepayment may be refundable to Coherent under the specific terms set forth herein. The Prepayment shall be allocated by AXT, based on the quantity of shipped prime and mechanical wafers, as shown in Table A.

4.

Additional Capacity. If AXT develops or otherwise makes available any additional capacity for the Products beyond the Capacity Commitment specified under this Agreement and including capacity commitments to third parties that have made similar prepayment and purchase commitments from similar agreements in an amount that is proportionate to the capacity commitments made herein (collectively, “Additional Capacity”) during the Term, AXT shall first offer [***] percent ([***]%) of such Additional Capacity to Coherent in writing (e-mail acceptable) on the same terms and conditions (including price, lead time, and volume) as those proposed in Table A, as adjusted in any subsequent MBR. After the earlier of either Coherent’s written refusal (e-mail acceptable) to accept Additional Capacity or [***] ([***]) business days after receipt of written notice from AXT, AXT shall be under no obligation to provide Additional Capacity to Coherent and may offer the same to any other third party under without limitation or constraint. Additional Capacity quantities shall be priced no higher than the lesser of (i) the agreed upon pricing set forth in Table A or (ii) the lowest price AXT offers any third party for the same/substantially similar Products.

5.

Monthly Business Review (MBR) and Audit/Inspection Rights. MBRs will be held on a pre-determined time each month between the Parties (or more frequently, as needed), and will be include the following agenda:

•

Current status of 6-inch InP capacity

•

Planned shipments for coming month including splits between direct shipments and indirect shipments

•

Technical feedback from Coherent

•

Forward looking capacity plan for current and subsequent CMs

•

Pricing status

•

PO status

•

Export permit and application status

•

AOB

6.

Intellectual Property Rights. Except as provided in this Section, the Parties understand and agree that this Agreement shall not grant or be construed as granting any rights by license or otherwise to either Party of the other Party’s Intellectual Property Rights. The Parties further understand and agree that the Parties own all right, title and interest in the Intellectual Property Rights in the following: (i) as to AXT, any existing manufacturing processes of AXT and those which AXT may develop in the performance of its obligations under the Agreement and (ii) as to Coherent, its trade secrets, including without limitation those trade secrets pertaining to precision notching when manufacturing the Product, including without limitation aligning the crystal plane of the Product to such notch (“Precision Notching”). Notwithstanding the foregoing: (i) AXT grants Coherent an unlimited, perpetual, irrevocable, assignable, worldwide, fully paid-up, royalty-free, nonexclusive, and transferable license to use AXT Intellectual Property rights in AXT Background Technology to the extent necessary for Coherent to use or sell the Products and (ii) Coherent grants to AXT a term limited, revocable, nonassignable, worldwide, fully paid-up, royalty-free, nonexclusive, and nontransferable license to Coherent Intellectual Property Rights to use Coherent’s Background Technology in the Precision Notching solely to the extent necessary for AXT to perform its obligations under the Agreement. Nothing herein shall preclude AXT from making InP wafers that are similar to the Products for other AXT customers; provided however that (i) AXT shall not disclose the Specifications to any third Party and (ii) AXT shall not use Coherent Background Technology, including without limitation Coherent Background Technology in the Precision Notching, to assist or enable any third party in their efforts to develop methodologies or InP wafer specifications. Each Party shall retain its own Intellectual Property Rights in Background Technology. For clarification, all tooling used to manufacture the Products is owned by AXT ("AXT Tooling"). Coherent has no right, title, or interest in or to any of the AXT Tooling. Coherent owns all right, title and interest to the Specifications and AXT has no right, title, or interest in or to the same.

7.

Confidentiality. The Parties understand that the Non-Disclosure Agreement provided for in Exhibit D shall apply to all matters related to this Agreement and is hereby incorporated by reference. The term of the Non-Disclosure Agreement shall continue in force and effect during the entire term of the Agreement. If required to do so by Applicable Law, AXT may file an 8-K upon the execution of this Agreement with prior written notice to Coherent. Any press release or other public announcement (unless required by Applicable Law) regarding this Agreement shall require the prior mutual written consent of both parties.

8.

Representations and Warranties / Disclaimer.

(a)

Each Party represents and warrants that: (i) it is a corporation, duly organized, validly existing, and in good standing under the laws of the State in which it is incorporated; (ii) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement; (iii) it has the full right, corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (iv) the execution, delivery, and performance of this Agreement will not violate, conflict with, require consent under or result in any breach or default under (a) any of Coherent's organizational documents, (b) any applicable Law or (c) with or without notice or lapse of time or both, the provisions of any contract; and (v) it is in compliance with all Applicable Laws. AXT represents and warrants that all Products will be new, free from defects in materials and workmanship, and will conform to the Specifications, drawings, samples, and other requirements referred to in this Agreement and any applicable PO for a period of six (6) months. AXT further warrants that, when shipped, all Products will be free from liens, security interests, and encumbrances, including any retained title or other rights to secure payment, and that all Products will be manufactured, produced, labeled, furnished, and delivered in full and complete compliance with all applicable laws and regulations. AXT also warrants that no Product will infringe or misappropriate any third party intellectual property rights. If Coherent rejects any Products or later determines that a Product is nonconforming within the warranty period, AXT will promptly replace within fifteen (15) days (or as soon as possible, if later) any nonconforming Product units, at AXT’s expense, including all shipping with DAP Incoterms and replacement costs. If AXT fails to remedy the nonconformity within fifteen (15) days, Coherent may, at its option, return the nonconforming Products with EXW Incoterms to AXT, AXT will accept their return, and AXT will pay Coherent a full refund of all amounts paid, including restoring any and all applied Prepayment amounts, under the applicable PO for the nonconforming Products returned. Coherent’s inspection, failure to inspect or reject, or payment for Products will not relieve AXT of its obligations and does not waive, impair, or reduce Coherent’s right under this Agreement or a PO.

(b)

Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE, (A) AXT NOR ANY PERSON ON AXT’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR PERFORMANCE OF GOODS OR PRODUCTS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) COHERENT ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY AXT, OR ANY OTHER PERSON ON AXT'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 8(A) OF THIS AGREEMENT.

9.

Termination. Subject to the mutually agreed changes that result from one or more MBRs, beginning in the first quarter of 2027 (27Q1), should AXT fail to meet the Capacity Commitment in Table A for more than six (6) successive CMs commencing as of 27Q1 (after December 31, 2026), Coherent has the right to terminate this Agreement upon thirty (30) days written notice, and AXT will refund to Coherent an amount equal to the unused funds remaining from the Prepayment as of the effective date of termination within thirty (30) days in USD by wire transfer. Beginning in the first quarter of 2027 (27Q1), if Coherent terminates for any other uncured material breach by AXT or fails to obtain required export licenses and cannot find an alternative manufacturing location, Coherent has the right to terminate this Agreement immediately on written notice, and AXT will refund to Coherent an amount equal to the unused funds remaining from the Prepayment as of the effective date of termination within thirty (30) days in USD by wire transfer.

10.

Business Continuity Plan and Disaster Recovery Plan. AXT shall develop and maintain a written business continuity plan and disaster recovery plan designed to ensure continued performance under this Agreement. Also, AXT shall review such plan at least annually and, upon request, provide Coherent with a summary of plan. Further, AXT shall include in its business continuity plan and disaster recovery plan its contingency plans for alternative manufacturing locations outside of China.

11.

Force Majeure & Capacity Disruption. Neither Party shall be held liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by an event or circumstance beyond the reasonable control of the affected Party ("Force Majeure Event"). Force Majeure Events may include, but are not limited to: natural disasters, acts of government or regulatory authority (other than as set forth below), war, terrorism, civil unrest, or other acts of violence, or industrial disputes, strikes, or labor shortages (excluding those limited to the affected Party’s workforce). A Force Majeure Event does not include events caused by AXT’s negligence or willful misconduct, changes in market conditions, or delays resulting solely from AXT’s acts or omissions. The parties agree that AXT’s failure to obtain export licenses from the Chinese government does not qualify as a Force Majeure Event.

12.

Indemnity. Each Party (as “Indemnitor”) agrees to defend, indemnify and hold harmless the other, its Affiliates and their respective directors, officers, employees, agents, subcontractors and other representatives (for purposes of this section, collectively “Indemnitees”) from any and all loss, damage, cost, claims or actions (including reasonable attorneys’ fees), penalty or any other liability whatsoever (collectively “Losses”) arising out of third party claims alleging: (i) any act or omission of Indemnitor (including negligence) directly relating to this Agreement; (ii) to the extent not covered by clause (i) of this section, by AXT for any claims alleging that any of the Products or the use thereof by Coherent in accordance with the specifications and instructions provided by AXT infringe, misappropriate or otherwise violate any copyright, mask work, patent, trademark, service mark, trade name, trade secret, other intellectual property right of a third party; (iii) Indemnitor’s breach of this Agreement; and to the extent not covered by clauses (i) and (iii), by Coherent for any claims related or arising from Coherent’s use of the Products, whether alone or in combination, or work performed by Coherent pursuant to a PO placed for the Product. The foregoing includes without limitation any Losses relating to allegations, actions or proceedings for breach of contract, in tort (including negligence), intellectual property infringement, any statutory, regulatory or other legal claims, and/or claims for bodily injury (including death) and/or damage to property. If any Product, as delivered by AXT and used by Coherent in accordance with this Agreement, is alleged or determined to infringe, misappropriate, or otherwise violate any intellectual property right of a third party, AXT at its option, shall, at its sole cost and expense and as Coherent may suggest, promptly: (a) replace such Product with a non-infringing product that is functionally equivalent in all material respects; or (b) obtain for Coherent a legally enforceable, fully paid-up license (or other right) permitting Coherent’s continued use, possession, distribution, resale, and other exploitation of such Product as contemplated by this Agreement; or (c) refund to Coherent the full amount paid for such infringing Product upon return of such Product if requested by AXT.

13.

Limitation of Liability. TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR OTHER REPRESENTATIVES BE LIABLE TO SUPPLIER FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS, EXPENSES OR DAMAGES INCLUDING WITHOUT LIMITATION LITIGATION COSTS, THE LOSS OF PRODUCTION OR PROFIT ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES OR EVEN IF SUCH COSTS OR DAMAGES ARE ALLEGED TO ARISE FROM NEGLIGENT ACTS, OMISSIONS OR CONDUCT OF A PARTY OR ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR OTHER REPRESENTATIVES.

14.

Governing Law. The construction, interpretation and performance of this Agreement are governed by the laws of the State of Delaware, United States, without regard to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement. The Parties consent to the exclusive jurisdiction and venue of the Federal and State courts located in New Castle County, in the State of Delaware, as the exclusive forum for the resolution of disputes.

15.

Relationship of the Parties. The relationship between AXT and Coherent is solely that of manufacturer/seller and buyer, and they are independent contracting parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

16.

Survival. The Parties agree that the termination or expiration of this Agreement, for any reason, will not affect the continued effectiveness of those provisions that by their nature are intended to survive, including without limitation: Confidentiality, Intellectual Property, Warranties and Disclaimers, Indemnification, Limitation of Liability, Governing Law, Assignment, and Notices

17.

Notice. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Notwithstanding the foregoing, notice by e-mail (with confirmation of receipt) will satisfy the requirements of this Section. Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

18.

Amendment and Modification. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

19.

Assignment. Neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either party may, without written consent, assign any of its rights or delegate any of its obligations to any Affiliate. Any purported assignment or delegation in violation of this Section is null and void. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

20.

Assignment. Neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either party may, without written consent, assign any of its rights or delegate any of its obligations to any Affiliate. Any purported assignment or delegation in violation of this Section is null and void. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

21.

Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, or the transactions contemplated hereby.

22.

Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

23.

Entire Agreement. This Agreement expresses the entire understanding and agreement for both Parties with respect to the subject matter covered in this Agreement and supersedes any and all previous agreements with reference to such subject matter. In the event of any conflict or inconsistency between this Agreement and any PO terms, this Agreement shall prevail.

AXT-Tongmei, Inc.

Coherent Corp.

/s/ Tim Bettles

/s/ Beck Mason

Signature

Signature

Tim Bettles

Beck Mason

Typed Name

Typed Name

VP, Business Development

EVP Semiconductor Business Group

Title

Title

6/26/2026

6/25/2026

Date

Date