Exhibit 10.4

May 19, 2011

Dear Steve,

On behalf of Ubiquiti Networks, I am pleased to extend you an offer to join the Company, reporting to the CEO, Robert Pera.

This letter sets forth the basic terms and conditions of your employment with the Company. We would like you to begin your employment with the Company as soon as possible. This offer expires May 23, 2011.

1. Salary. $300,000 per year. In addition, a 50% yearly bonus if company exceeds fiscal year forecasts.

2. Equity Based Compensation. 20,000 RSU’s at fair market value, pending approval of the Compensation Committee of the Board of Directors. Terms and condition of equity grant included in our standard form option grant document.

3. Employee Benefits. You will be eligible for paid vacation, sick leave and holidays. 401k plan and medical benefits.

4. Term of Employment. Your employment with the Company is “at-will.” In other words, either you or the Company can terminate your employment at any time for any reason, with or without cause and with or without notice.

5. Severance. If the Company terminates your employment other than for “Cause” or you resign for “Good Reason” as defined below, and provided that you sign and do not revoke within the time period specified by the Company a standard release of claims in a form mutually acceptable to the Company and you, then you will be paid a lump-sum severance at such time equal to eight weeks of your then annual base salary.

“Cause” means (a) intentional and material dishonesty in the performance of your duties for the Company; (b) conduct (including conviction of or plea of nolo contendere to a felony) which has a direct and material adverse effect on the Company or its reputation; (c) material failure to perform your reasonable duties or comply with your obligations under this Agreement or the Company’s Confidential Information and Invention Assignment Agreement after receipt of written notice specifying the failure, if you do not remedy that failure within 10 business days of receipt of written notice from the Company, which notice will state that failure to remedy such conduct may result in termination for Cause or (d) an incurable material breach of the Company’s Confidential Information and Invention Assignment Agreement, including, without limitation, theft or other misappropriation of the Company’s proprietary information.” Nothing in this section shall alter the at-will nature of

employment or provide an obligation express or implied for the payment of severance except as expressly provided herein.

“Good Reason” means, without your express written consent, (i) a material reduction of your duties, position or responsibilities, provided, however that any reduction in position occurring in connection with a “Change of Control” of the Company shall not constitute “Good Reason”; (ii) a reduction by the Company in your annual base salary as in effect immediately prior to such reduction other than a reduction that is applicable to all executives of the Company (iii) any material breach of this agreement by the Company.

6. Adjustments and Chances in Employment Status. You understand that the Company reserves the right to make personnel decisions regarding your employment, including but not limited to decisions regarding any promotion, salary adjustment, transfer or disciplinary action, up to and including termination, consistent with the needs of the business.

7. Immigration Documentation. Please be advised that your employment is contingent on your ability to prove your identity and authorization to work in the U.S. for the Company. You must comply with the Immigration and Naturalization Service’s employment verification requirements.

8. Representation and Warranty of Employee. You represent and warrant to the Company that the performance of your duties will not violate any agreements with or trade secrets of any other person or entity.

9. Severability. If any term of this Agreement is held to be invalid, void or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall in no way be affected; and, the parties shall use their best efforts to find an alternative way to achieve the same result.

We look forward to your joining our organization. In order to confirm your agreement with and acceptance of these terms, please sign one copy of this letter and return it to me. The other copy is for your records. If there is any matter in this letter which you wish to discuss further, please do not hesitate to speak to me.

UBIQUITI NETWORKS, INC.
/s/    Robert. J. Pera	5/19/2011	/s/    Steve Hanley	5/19/2011
By: Robert J. Pera	Date	Steve Hanley	Date
Title: CEO