Exhibit 10.6

EQUIPMENT AND INVENTORY PURCHASE AGREEMENT

THIS EQUIPMENT AND INVENTORY PURCHASE AGREEMENT (“Agreement”) made and effective this 19th day of March, 2012 (“Effective Date”) by and amongst :

(collectively referred to as the “Parties”).

Definitions.

“Active Inventory” is raw materials or completed sub-assemblies that are forecasted to be required for production within the next 180 days from the Effective Date. Oclaro will continue to own or consign Inventory with no forecasted demand within the next 180 days as set forth in Section 6 of the Manufacturing and Purchase Agreement.

“Affiliate” means any parent, subsidiary or other entity controlled by, controlling or under common control with, a party to this Agreement. For purposes of this definition, the term “control” shall mean the ownership of voting stock or other equity interest entitling the owner to exercise at least fifty percent (50%) of the voting rights of the entity.

“Appraised Value” shall have the meaning set out in Section 2.1.2.b.

“Common Equipment” means equipment that is generally available in the industry and does not contain any Oclaro intellectual property in its base state and includes equipment currently owned by Oclaro and located in Shenzhen, Zurich and Sanmina Texas.

“Custom Equipment” means equipment that the Parties mutually agree is not generally useable by other customers in the optical or electronics industries.

“Equipment Value” has the meaning set out in Section 2.1.

“Flight 1 Inventory” means raw material and completed sub-assemblies required to manufacture and assemble products that are part of Flight 1 as set forth in a Statement of Work under the Manufacturing and Purchase Agreement.

“Manufacturing and Purchase Agreement” means the manufacturing agreement of even date by and between Oclaro Technology Ltd. for itself and its Affiliates, and Venture Corporation Ltd for itself and its Affiliates.

“Net Book Value” means the net value as set forth on Oclaro’s books in accordance with US GAAP, as of the most recent fiscal quarter prior to the physical transfer of the Common Equipment.

“Restricted Equipment” means equipment that contains Oclaro intellectual property in its base state or as a result of unique combinations of equipment and processes or is identified as Restricted Equipment by Oclaro in its sole discretion. Oclaro will continue to own Restricted Equipment and consign Restricted Equipment to Venture Penang for the sole purpose of manufacturing Oclaro products.

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EQUIPMENT AND INVENTORY PURCHASE AGREEMENT

“Supplemental Inventory” means the additional $2.5 million in inventory to be transferred from Oclaro to Venture Penang in accordance with Section 2.5 below.

“Transition Period” means the period beginning on the Effective Date and ending when the final piece of Common Equipment, Custom Equipment and Restricted Equipment associated with the Flight Plans is transferred to Venture Penang.

“$” means US Dollars.

Capitalized terms not defined in this Agreement shall have the same meaning as the terms defined in the Manufacturing and Purchase Agreement of even date. References to Exhibits shall be references to Exhibits in the Manufacturing and Purchase Agreement.

The initial term of this Agreement commences on the Effective Date and shall terminate upon the termination of the Manufacturing and Purchase Agreement. The Parties may extend the term upon mutual agreement.

(b) The Equipment Value for the Category A and B Common Equipment shall be the fair market value as determined by a mutually appointed equipment appraiser, the costs of which shall be borne equally by the Parties. To determine the fair market value for each sub-category, the appointed appraiser shall appraise one or more Common Equipment within each sub-category, which is/are representative of that sub-category. The fair market value shall be expressed as a percentage of the original purchase price for that equipment (“Appraised Value”). The fair market value of all Common Equipment within that same sub-category shall be determined applying the Appraised Value.

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EQUIPMENT AND INVENTORY PURCHASE AGREEMENT

Within 30 days from the Effective Date, Parties will mutually identify a total of $2.5 million of Flight 1 Inventory to be shipped to Venture Penang from Oclaro’s sites in Zurich and Shenzhen. Venture Penang shall pay Oclaro for the Flight 1 Inventory upon receipt of the Flight 1 Inventory. Title to the Flight 1 Inventory shall transfer upon shipment.

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EQUIPMENT AND INVENTORY PURCHASE AGREEMENT

On or before June 30th, 2012 or 3 months after Effective Date, whichever is later and contingent on Flight schedule, Oclaro will transfer at least an additional $2.5 million of Supplemental Inventory required to support Flight 1 production by Venture in Venture Penang. The Parties will mutually agree on the best location to store and manage this inventory during the Transition Period. Payment will be made by Venture Penang to Oclaro upon receipt of Supplemental Inventory.

In the event of a delay beyond thirty (30) days through no fault of one of the Parties, the Parties shall use reasonable commercial efforts to mitigate and end such delay as soon as reasonably practicable.

The Parties recognize that during the Transition Period, Venture Penang may purchase Additional Equipment pursuant to Section 3.1 and/or additional inventory as necessary to support the production in Venture Penang.

If within 270 days from the Effective Date, Venture Penang has to acquire additional equipment and/or inventory, then the payment terms referred to in Section 2.4.5 will be adjusted such that Venture Shenzhen and Venture Penang’s payments net of receipts do not exceed $15 million for Active Inventory, Common Equipment, Supplemental Inventory, Flight 1 Inventory and the additional equipment and inventory during that period.

If within 270 days from the Effective Date, Venture Penang and Venture Shenzhen’s payments net of receipts are below or exceed $15 million for Active Inventory, Common Equipment, Supplemental Inventory and Flight 1 Inventory during that period, the payment terms referred to in Section 2.4.5 shall be adjusted accordingly to ensure that the payments for the Active Inventory, Common Equipment, Supplemental Inventory, Flight 1 Inventory and the additional equipment and inventory purchased remains at $15 million.

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EQUIPMENT AND INVENTORY PURCHASE AGREEMENT

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EQUIPMENT AND INVENTORY PURCHASE AGREEMENT

Upon receipt of payment, Oclaro agrees to provide Venture a bill of sale or other instrument of transfer evidencing such transfer in any jurisdiction where necessary to establish a sale has occurred.

The Parties have entered into this Agreement on the basis that a Manufacturing and Purchase Agreement related to the manufacture of the Transferred Products would be entered into. In the event that any of the Flight Plans in Exhibit A-3 does not take place as envisaged and have been cancelled or delayed beyond a mutually acceptable date, Parties shall take the following action :

(a) meet to review the extent of the Transferred Products which are affected by the cancellation or delay and consequential effects; and

(b) Identify Common Equipment and inventory which Venture Penang and Venture Shenzhen have purchased in accordance with the terms of this Agreement which are associated with the Flight Plans which have been cancelled or delayed and Oclaro shall acquire the Common Equipment and inventory so identified at Venture Penang and Venture Shenzhen’s cost of acquisition.

This Agreement shall be construed, governed and interpreted in accordance with the laws of the United States of America and the State of California, without regard to choice of law principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

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EQUIPMENT AND INVENTORY PURCHASE AGREEMENT

All disputes arising out of or relating to this Agreement will be resolved by in accordance with the process established in Section 22 of the Manufacturing and Purchase Agreement.

The failure or delay of a party to insist on performance of any provision of this Agreement, or to exercise any right or remedy available under this Agreement, shall not be construed as a waiver of that or any other provision (or any right or remedy with respect thereto) with respect to any failure or delay that has or may later occur. If any provision of this Agreement is or becomes void or unenforceable by operation of law, the remaining provisions shall be valid and enforceable. No part of this Agreement may be assigned or subcontracted by Venture without the prior written approval of Oclaro.

This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their respective successors and assigns. Venture may request that any acquirer of all or substantially all of the assets of Oclaro provide written confirmation of its obligations under this Agreement within thirty (30) days of the closing of such acquisition.

Any and all amendments, alterations, or additions to this Agreement must be in writing and executed by the Parties. No modifications to this Agreement proposed by a Party, or “riders” whether inserted in the page margins or attached on separate pages, shall be binding on the other Party unless signed or initialed by a duly authorized representative of the other Party.

The failure of either Party at any time to require performance by the other Party of any provision hereof will not affect in any way the right to require such performance at any time thereafter. The waiver by either Party of a breach of any provision hereof will not be taken or held by the other Party to be a waiver of the provision itself unless such a waiver is expressed in writing.

Any provision in this Agreement which is held to be illegal or unenforceable in any jurisdiction shall be ineffective to the extent of such illegality or unenforceability without invalidating the remaining provisions and any such illegal or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law.

The provisions of this Agreement that would naturally survive termination shall so survive.

This Agreement may be signed in counterparts, including but not limited to facsimile or scanned versions of the full document, each of which shall be deemed to be an original but all of which shall constitute an original and the same instrument.

This Agreement, together with all valid attachments, exhibits, supplemental sheets and riders, constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications, understandings, representations and agreement, whether written or oral, with respect to such subject matter.

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EQUIPMENT AND INVENTORY PURCHASE AGREEMENT

IN WITNESS WHEREOF the Parties have executed this Agreement on the day and year first above written.

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