0001193125-05-059937 Sample Contracts

AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Investors’ Rights Agreement • March 24th, 2005 • Occam Networks Inc/De • Computer communications equipment • California

• Contract Type
  Investors’ Rights Agreement
• Filed
  March 24th, 2005
• Company
  Occam Networks Inc/De
• Industry
  Computer communications equipment
• Jurisdiction
  California

THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Fourth Amended and Restated Investors’ Rights Agreement dated as of January 7, 2005 (the “Rights Agreement”), by and among Occam Networks, Inc., a Delaware corporation (the “Company”), and the Investors (as defined in the Rights Agreement) is entered into this 23rd day of March, 2005. Capitalized terms not defined herein have the meanings set forth in the Rights Agreement.

AMENDMENT NO. 1 TO SERIES A-2 PREFERRED STOCK PURCHASE AGREEMENT

Preferred Stock Purchase Agreement • March 24th, 2005 • Occam Networks Inc/De • Computer communications equipment • California

• Contract Type
  Preferred Stock Purchase Agreement
• Filed
  March 24th, 2005
• Company
  Occam Networks Inc/De
• Industry
  Computer communications equipment
• Jurisdiction
  California

THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Series A-2 Preferred Stock Purchase Agreement dated as of January 7, 2005 (the “Purchase Agreement”), by and among Occam Networks, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the Schedule of Investors attached thereto as Exhibits A-1 and A-2 is entered into this 23rd day of March, 2005. Capitalized terms not defined herein have the meanings set forth in the Purchase Agreement.