0001045969-02-002158 Sample Contracts

OCCAM NETWORKS, INC. INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • December 20th, 2002 • Occam Networks Inc/De • Computer communications equipment • California

This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2002 by and among Occam Networks, Inc., a Delaware corporation (the “Company”), and the undersigned purchasers of Series A Preferred Stock of the Company (the “Investors”).

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OCCAM NETWORKS, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT December 19, 2002
Series a Preferred Stock Purchase Agreement • December 20th, 2002 • Occam Networks Inc/De • Computer communications equipment • California

This Series A Preferred Stock Purchase Agreement (this ”Agreement”) is made as of December 19, 2002, by and among Occam Networks, Inc., a Delaware corporation (the ”Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached as Exhibit A.

FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • December 20th, 2002 • Occam Networks Inc/De • Computer communications equipment

This First Amendment to Note and Warrant Purchase Agreement (this “Amendment”), dated as of December 19, 2002 (the “Effective Date”), is entered into by and among Occam Networks, Inc., a Delaware corporation (the “Company”), with its principal executive office at 77 Robin Hill Road, Santa Barbara, CA 93117, Occam Networks (California), Inc., a California corporation (“Occam CA”) and a wholly-owned subsidiary of the Company, and the undersigned, together constituting at least a minimum number of parties necessary to amend that certain Note and Warrant Purchase Agreement dated November 9, 2001 by and between Occam CA and the persons and entities listed on the Schedule of Investors (each an “Investor,” and collectively, the “Investors”) attached thereto as Schedule I (the “Agreement”). Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Agreement.

VOTING AGREEMENT
Voting Agreement • December 20th, 2002 • Occam Networks Inc/De • Computer communications equipment • Delaware

THIS VOTING AGREEMENT (the “Agreement”) is entered into as of December 19, 2002 by and among the undersigned stockholders (each, a “Stockholder,” and collectively, the “Stockholders”) of Occam Networks, Inc., a Delaware corporation (the “Company”), and each of the Company’s executive officers and directors, and is for the benefit of the Company and the individuals listed on Exhibit A to that certain Series A Preferred Stock Purchase Agreement of even date herewith by and among the Company and such Investors (each, an “Investor,” and collectively, the “Investors”).

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