Underwriting AgreementUnderwriting Agreement • November 2nd, 2006 • Occam Networks Inc/De • Computer communications equipment • New York
Occam Networks, Inc., a Delaware Corporation (“Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,250,000 shares of common stock (“Stock”), par value $0.001 per share, of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,500,000 shares. Certain selling stockholders, together with certain members of management, have granted the underwriters a 30-day option to purchase up to an additional 755,000 shares, and the Company has granted the Underwriters a 30-day option to purchase up to an additional 32,500 shares, in each case solely to cover over-allotments, if any. The aggregate of 3,750,000 shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of
