0001047469-07-001589 Sample Contracts

STARENT NETWORKS, CORP. Restricted Stock Agreement Granted Under 2000 Stock Incentive Plan
Restricted Stock Agreement • March 6th, 2007 • Starent Networks, Corp. • Delaware

As Escrow Agent for Starent Networks, Corp., a Delaware corporation (the "Company"), and the undersigned person ("Holder"), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Agreement (the "Agreement") of even date herewith, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions:

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SUBLEASE AGREEMENT I. DEFINED TERMS
Sublease Agreement • March 6th, 2007 • Starent Networks, Corp. • Massachusetts

Tenant shall comply with, and cause its employees, agents contractors and invitees to comply with, the following Rules and Regulations. If Landlord acts reasonably, in good faith, and in a nondiscriminatory manner in enforcing these Rules and Regulations, Landlord shall not be responsible to Tenant for the failure of any other tenant or occupant of the Building to comply with these Rules and Regulations.. Tenant shall be considered to have read these Rules and Regulations and to have agreed to abide by them as a condition of Tenant's occupancy of the Premises.

FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 6th, 2007 • Starent Networks, Corp. • Delaware

This Fourth Amended and Restated Investor Rights Agreement, dated as of May 19, 2005, is entered into by and among Starent Networks, Corp., a Delaware corporation (the “Company”), the persons and entities listed on the signature page hereto under the heading “Investors” (individually, an “Investor”, and collectively, the “Investors”), Ashraf M. Dahod and Anthony Schoener (individually, a “Founder”, and collectively, the “Founders”).

STARENT NETWORKS, CORP. Nonstatutory Stock Option Agreement Granted Under 2000 Stock Incentive Plan
Nonstatutory Stock Option Agreement • March 6th, 2007 • Starent Networks, Corp.
STARENT NETWORKS, CORP. LEASE AND SUBLEASE TEWKSBURY COMMONS, TEWKSBURY, MASSACHUSETTS
Lease Agreement • March 6th, 2007 • Starent Networks, Corp. • Massachusetts

Tenant shall comply with, and cause its employees, agents contractors and invitees to comply with, the following Rules and Regulations. If Landlord acts reasonably, in good faith, and in a nondiscriminatory manner in enforcing these Rules and Regulations, Landlord shall not be responsible to Tenant for the failure of any other tenant or occupant of the Building to comply with these Rules and Regulations.. Tenant shall be considered to have read these Rules and Regulations and to have agreed to abide by them as a condition of Tenant's occupancy of the Premises.

STARENT NETWORKS, CORP. Nonstatutory Stock Option Agreement Granted Under 2000 Stock Incentive Plan
Nonstatutory Stock Option Agreement • March 6th, 2007 • Starent Networks, Corp.
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