OCCAM NETWORKS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 20th, 2004 • Occam Networks Inc/De • Computer communications equipment • California
This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of December , 2004 by and among Occam Networks, Inc., a Delaware corporation (the “Company”); the undersigned purchasers (each, an “Investor” and collectively, the “Investors”) of the Company’s Series A Preferred Stock (as defined herein) originally issued pursuant to the Series A Preferred Stock Purchase Agreement dated as of December 19, 2002 (the “2002 Purchase Agreement”) and/or shares of the Company’s Series A-2 Preferred Stock (as defined herein) issued pursuant to the Series A-2 Preferred Stock Purchase Agreement (the “2003 Purchase Agreement”) dated as of November 19, 2003 as amended by Amendment No. 1 to Series A-2 Preferred Stock Purchase Agreement of even date herewith (the “Amendment” and together with the 2003 Purchase Agreement, the “Amended Purchase Agreement”); and Hercules Technology Growth Capital, Inc., a Maryland corporation (“Hercules”). This Agreement amends
ContractWarrant Agreement • December 20th, 2004 • Occam Networks Inc/De • Computer communications equipment • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
ContractWarrant Agreement • December 20th, 2004 • Occam Networks Inc/De • Computer communications equipment • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
SENIOR LOAN AND SECURITY AGREEMENTSenior Loan and Security Agreement • December 20th, 2004 • Occam Networks Inc/De • Computer communications equipment • California
THIS SENIOR LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and dated as of December 17, 2004 (the “Closing Date”) and is entered into by and among OCCAM NETWORKS, INC., a Delaware corporation (“Borrower”), with its chief executive office and principal place of business located at 77 Robin Hill Road, Santa Barbara, CA 93117, the subsidiaries of Borrower party hereto (each, a “Grantor Subsidiary”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”), with its principal place of business located at Four Palo Alto Square, 3000 El Camino Real, Suite 200, Palo Alto, CA 94306. In consideration of the mutual agreements contained herein, the parties hereto agree as follows:
