Exhibit 10.8


 


EXECUTION COPY


 


STARENT NETWORKS, CORP.


 


FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT


 


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”).


 


BACKGROUND


 


WHEREAS, the Company and certain Investors entered
into the Third Amended and Restated Investor Rights Agreement dated as of
February 13, 2004, as amended (the “Existing Investor Rights Agreement”),
thereby amending and restating in its entirety the Second Amended and Restated
Investor Rights Agreement dated as of November 20, 2003, which amended and
restated the Amended and Restated Investor Rights Agreement dated as of July
20, 2001, as amended; and


 


WHEREAS, certain Investors hold shares of the Company’s
Series A Convertible Preferred Stock $.01 par value (together with any shares
issued in exchange for such shares pursuant to Section 5A of clause B of the
Company’s Certificate of Incorporation, the “Series A Preferred Stock”) which
are convertible into shares of the Company’s Common Stock, $.001 par value (the
“Common Stock”); and


 


WHEREAS, certain Investors hold shares of the Company’s
Series B Convertible Preferred Stock $.01 par value (together with any shares
issued in exchange for such shares pursuant to Section 5A of clause B of the
Company’s Certificate of Incorporation, the “Series B Preferred Stock”) which
are convertible into shares of the Company’s Common Stock; and


 


WHEREAS, certain Investors hold shares of the Company’s
Series C Convertible Preferred Stock $.01 par value (together with any shares
issued in exchange for such shares pursuant to Section 5A of clause B of the
Company’s Certificate of Incorporation, the “Series C Preferred Stock”) which
are convertible into shares of the Company’s Common Stock; and


 


WHEREAS, certain Investors hold shares of the Company’s
Series D Convertible Preferred Stock $.01 par value (together with any shares
issued in exchange for such shares pursuant to Section 5A of clause B of the
Company’s Certificate of Incorporation, the “Series D Preferred Stock”) which
are convertible into shares of the Company’s Common Stock; and


 


WHEREAS, the Company is on this date issuing shares of
the Company’s Series E Convertible Preferred Stock, $.01 par value (together
with any shares issued in exchange for such shares pursuant to Section 5A of
clause B of the Company’s Certificate of Incorporation, the “Series E Preferred
Stock”) to certain Investors (the “Series E Investors”) pursuant to a Series E
Convertible Preferred Stock Purchase Agreement by and among the Company and the
Series E Investors (the “Series E Purchase Agreement”); and


 


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WHEREAS, the Company, the Investors and the Founders
wish to provide for (i) the composition of the Board of Directors of the
Company, (ii) certain arrangements with respect to the registration of
shares of capital stock of the Company under the Securities Act of 1933, and
(iii) a right of first refusal with respect to the sale of any securities
of the Company;


 


NOW, THEREFORE, in consideration of the mutual
promises and covenants contained in this Agreement, and the consummation of the
sale and purchase of the Series E Preferred Stock pursuant to the
Series E Purchase Agreement, and for other valuable consideration, receipt
of which is hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I.  DEFINITIONS


 


As used in this Agreement, the following terms shall
have the following respective meanings:


 


“Commission” means the United States Securities
and Exchange Commission, or any other federal agency at the time administering
the Securities Act.


 


“Common Stock” means the common stock, $0.001
par value per share, of the Company.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, or any similar federal statute, and the rules and
regulations of the Commission issued under such Act, as they each may, from
time to time, be in effect.


 


“Initial Public Offering” means the sale of
shares of Common Stock in a firm commitment underwritten public offering
pursuant to a Registration Statement at a price to the public of at least
$5.87 per share (adjusted for stock splits, stock dividends and similar
events affecting the Common Stock) resulting in proceeds (net of the
underwriting discounts or commissions and offering expenses) to the Company of
at least $10,000,000.


 


“Registration Statement” means a registration
statement filed by the Company with the Commission for a public offering and
sale of Common Stock by the Company (other than a registration statement on
Form S-8 or Form S-4, or their successors, or any other form for a
similar limited purpose, or any registration statement covering only securities
proposed to be issued in exchange for securities or assets of another
corporation).


 


“Registration Expenses” means the expenses
described in Section 4 of Article III below.


 


“Registrable Shares” means (i) the shares
of Common Stock issued or issuable upon conversion of the Shares, (ii) solely
for the purposes of Sections 2 through 10 of Article III hereof,
shares of Common Stock held by the Founders prior to the date hereof,
(iii) any shares of Common Stock, and any shares of Common Stock issued or
issuable upon the conversion or exercise of any other securities, acquired by
the Investors pursuant to Article IV of this Agreement or pursuant to the
Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement of
even date herewith among the Company, the Investors and certain other parties
thereto, and (iv) any other shares of Common Stock issued in respect of
such shares set forth in the preceding clauses (i), (ii) or (iii) (because of
stock splits, stock dividends, reclassifications, recapitalizations, or similar
events); provided, however, that shares of Common Stock which are


 


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Registrable Shares shall cease to be Registrable
Shares (a) upon any sale of such shares pursuant to a Registration
Statement or Rule 144 under the Securities Act, (b) upon any sale of
such shares in any manner to a person or entity which, by virtue of
Section 2 of Article V of this Agreement, is not entitled to the
rights provided by this Agreement, or (c) for purposes of Section 2
of Article III hereof, following the third anniversary of the Initial
Public Offering. Wherever reference is made in this Agreement to a request or
consent of holders of a certain percentage of Registrable Shares, the
determination of such percentage shall include shares of Common Stock issuable
upon conversion of the Shares even if such conversion has not yet been
effected.


 


“Securities Act” means the Securities Act of
1933, as amended, or any similar federal statute, and the rules and regulations
of the Commission issued under such Act, as they each may, from time to time,
be in effect.


 


“Shares” means the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock and Series E Preferred Stock and any additional series of the Company’s
preferred stock created pursuant to Section 5A of clause B of the Company’s
Certificate of Incorporation.


 


“Stockholders” means the Investors, the
Founders and any persons or entities to whom the rights granted to Investors
under this Agreement are transferred by an Investor, its successors or
permitted assigns pursuant to Section 2 of Article V below.


 


ARTICLE II.  ELECTION OF DIRECTORS


 


1.             Voting of Shares. In any and
all elections of directors of the Company (whether at a meeting or by written
consent in lieu of a meeting), each Stockholder shall vote or cause to be voted
all Voting Shares (as defined in Section 2 of Article II below) owned
by him, her or it, or over which he, she or it has voting control, and
otherwise use his, her or its respective best efforts, so as to fix the number
of directors at five and to elect as directors (i) Ashraf M. Dahod, as
long as he is a stockholder of the Company, (ii) one individual designated
by Matrix Partners VI, L.P., who shall initially be Timothy A. Barrows, (iii) one
individual designated by North Bridge Venture Partners IV-A, L.P. and North
Bridge Venture Partners IV-B, L.P., who shall initially be Edward T. Anderson
and (iv) one individual designated by Highland Capital Partners V Limited
Partnership, who shall initially be Sean Dalton. If and when the Board of
Directors deems it appropriate to elect a fifth director, the Stockholders
shall agree to vote all of their Voting Shares to elect such fifth director as
long as he or she is an independent director and is approved by a majority of
the members of the Board of Directors referred to in clauses (i), (ii), (iii)
and (iv) of the previous sentence.


 


2.             Voting Shares. “Voting
Shares” shall mean and include any and all shares of the Common Stock, Shares,
and/or shares of capital stock of the Company, by whatever name called, which
carry voting rights (including voting rights which arise by reason of default).


 


3

















 


3.             Restrictive Legend. All
certificates representing Voting Shares owned or hereafter acquired by the
Stockholders or any transferee bound by this Agreement shall have affixed
thereto a legend substantially in the following form:


 


“The shares of stock
represented by this certificate are subject to certain voting agreements as set
forth in an Investor Rights Agreement by and among the registered owner of this
certificate, the Company and certain other stockholders of the Company, a copy
of which is available for inspection at the offices of the Secretary of the
Company.”


 


4.             Transfers of Voting Rights. Any
transferee to whom Voting Shares are transferred by a Stockholder, whether
voluntarily or by operation of law, shall be bound by the voting obligations
imposed upon the transferor under this Agreement, to the same extent as if such
transferee were a Stockholder hereunder.


 


ARTICLE III.  REGISTRATION RIGHTS


 


1.             Required Registrations.


 


(a)           At
any time after the earlier of May 19, 2007 or 180 days after the closing of the
Company’s first underwritten public offering of shares of Common Stock pursuant
to a Registration Statement, Stockholders holding in the aggregate at least 35%
of the Registrable Shares held by the Stockholders may request, in writing,
that the Company effect the registration on Form S-1 or Form S-2 (or
any successor form) of Registrable Shares owned by such Stockholders having an
aggregate offering price of at least $5,000,000 (based on the market price or
fair value at the time of such request). If the Stockholders initiating the
registration intend to distribute the Registrable Shares by means of an
underwriting, they shall so advise the Company in their request. Thereupon, the
Company shall, as expeditiously as possible, use its reasonable best efforts to
effect the registration on Form S-1 or Form S-2 (or any successor
form) of all Registrable Shares which the Company has been requested to so
register.


 


(b)           At
any time after the Company becomes eligible to file a Registration Statement on
Form S-3 (or any successor form relating to secondary offerings), a
Stockholder or Stockholders may request the Company, in writing, to effect the
registration on Form S-3 (or such successor form), of Registrable Shares
having an aggregate offering price of at least $1,000,000 (based on the public
market price at the time of such request). Thereupon, the Company shall, as
expeditiously as possible, use its reasonable best efforts to effect the
registration on Form S-3 (or such successor form) of all Registrable
Shares which the Company has been requested to so register.


 


(c)           The
Company shall not be required to effect more than two registrations pursuant to
paragraph (a) above; provided, however, that such obligation
shall be deemed satisfied only when a registration statement covering the
applicable Registrable Shares shall have (i) become effective or
(ii) been withdrawn at the request of the Stockholders requesting such
registration (other than as a result of information concerning the business or
financial condition of the Company which is made known to the Stockholders
after the date on which such


 


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registration was
requested). There shall be no limit to the number of registrations which may be
requested and obtained pursuant to paragraph (b) above.


 


(d)           If
at the time of any request to register Registrable Shares pursuant to this
Section 1, the Company is engaged or has plans to engage within 90 days of
the time of the request in a registered public offering of securities for its
own account or is engaged in any other activity which, in the good faith
determination of the Company’s Board of Directors, would be adversely affected
by the requested registration to the material detriment of the Company, then
the Company may at its option direct that such request be delayed for a period
not in excess of three months from the effective date of such offering or the
date of commencement of such other material activity, as the case may be, such
right to delay a request to be exercised by the Company not more than once in any
12-month period.


 


2.             Incidental Registration.


 


(a)           Whenever
the Company proposes to file a Registration Statement at any time and from time
to time, it will, prior to such filing, give written notice to all Stockholders
of its intention to do so and, upon the written request of a Stockholder or
Stockholders, given within 10 business days after the Company provides such
notice (which request shall state the intended method of disposition of such
Registrable Shares), the Company shall use its reasonable best efforts to cause
all Registrable Shares which the Company has been requested by such Stockholder
or Stockholders to register, to be registered under the Securities Act to the
extent necessary to permit their sale or other disposition in accordance with
the intended methods of distribution specified in the request of such
Stockholder or Stockholders; provided, however, that the Company
shall have the right to postpone or withdraw any registration effected pursuant
to this Section 2 without obligation to any Stockholder.


 


(b)           In
connection with any registration under this Section 2 involving an
underwriting, the Company shall not be required to include any Registrable
Shares in such registration unless the holders thereof accept the terms of the
underwriting as agreed upon between the Company and the underwriters selected
by it. If in the opinion of the managing underwriter it is desirable because of
marketing factors or otherwise to limit the number of Registrable Shares to be
included in the offering, then the Company shall be required to include in the
registration only that number of Registrable Shares, if any, which the managing
underwriter believes should be included therein; provided, however,
that no persons or entities other than the Company, the Stockholders and other
persons or entities holding registration rights shall be permitted to include
securities in the offering. If the number of Registrable Shares to be included
in the offering in accordance with the foregoing is less than the total number
of shares which the holders of Registrable Shares have requested to be
included, then the holders of Registrable Shares who have requested
registration and other holders of securities entitled to include them in such
registration shall participate in the registration pro rata based upon their
total ownership of shares of Common Stock (giving effect to the conversion into
Common Stock of all securities convertible thereinto). If any holder would thus
be entitled to include more securities than such holder requested to be
registered, the excess shall be allocated among other requesting holders pro
rata in the manner described in the preceding sentence.


 


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3.             Registration Procedures. If
and whenever the Company is required by the provisions of this Agreement to use
its reasonable best efforts to effect the registration of any of the
Registrable Shares under the Securities Act, the Company shall:


 


(a)           file
with the Commission a Registration Statement with respect to such Registrable
Shares and use its reasonable best efforts to cause that Registration Statement
to become effective;


 


(b)           as
expeditiously as possible prepare and file with the Commission any amendments
and supplements to the Registration Statement and the prospectus included in
the Registration Statement as may be necessary to keep the Registration
Statement effective, in the case of a firm commitment underwritten public
offering, until each underwriter has completed the distribution of all
securities purchased by it and, in the case of any other offering, until the
earlier of the sale of all Registrable Shares covered thereby or 180 days after
the effective date thereof;


 


(c)           as
expeditiously as possible furnish to each selling Stockholder such reasonable
numbers of copies of the prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other
documents as the selling Stockholder may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Shares owned
by the selling Stockholder; and


 


(d)           as
expeditiously as possible use its reasonable best efforts to register or
qualify the Registrable Shares covered by the Registration Statement under the
securities or Blue Sky laws of such states as the selling Stockholder shall
reasonably request, and do any and all other acts and things that may be
necessary or desirable to enable the selling Stockholder to consummate the
public sale or other disposition in such states of the Registrable Shares owned
by the selling Stockholder; provided, however, that the Company
shall not be required in connection with this paragraph (d) to qualify as
a foreign corporation or execute a general consent to service of process in any
jurisdiction.


 


If the Company has delivered preliminary or final
prospectuses to the selling Stockholders and after having done so the
prospectus is amended to comply with the requirements of the Securities Act,
the Company shall promptly notify the selling Stockholders and, if requested,
the selling Stockholder shall immediately cease making offers of Registrable
Shares and return all prospectuses to the Company. The Company shall promptly
provide each selling Stockholder with revised prospectuses and, following receipt
of the revised prospectuses, the selling Stockholder shall be free to resume
making offers of the Registrable Shares.


 


If, after a registration statement becomes effective,
the Company becomes engaged in any activity which, in the good faith determination
of the Company’s Board of Directors, involves information that would have to be
disclosed in the Registration Statement but which the Company desires to keep
confidential for valid business reasons, then the Company may at its option, by
notice to such Stockholders, require that the Stockholders who have included
Shares in such Registration Statement cease sales of such Shares under such
Registration Statement for a period not in excess of three months from the date
of such notice, such right to be exercised by the Company not more than once in
any 12-month period. If, in connection therewith, the


 


6

















 


Company considers it appropriate for such Registration
Statement to be amended, the Company shall so amend such Registration Statement
as promptly as practicable and such Stockholders shall suspend any further
sales of their Shares until the Company advises them that such Registration
Statement has been amended. The time periods referred to herein during which
such Registration Statement must be kept effective shall be extended for an
additional number of days equal to the number of days during which the right to
sell shares was suspended pursuant to this paragraph.


 


4.             Allocation of Expenses. The
Company will pay all Registration Expenses of all registrations under this
Agreement. For purposes of this Section 4, the term “Registration Expenses”
shall mean all expenses incurred by the Company in complying with this
Article III, including, without limitation, all registration and filing
fees, exchange listing fees, printing expenses, fees and expenses of counsel
for the Company and fees and expenses of one counsel selected by the selling
Stockholders to represent all selling Stockholder(s), state Blue Sky fees and
expenses, and the expense of any special audits incident to or required by any
such registration, but excluding underwriting discounts, selling commissions
and the fees and expenses of selling Stockholders’ own counsel (other than the
counsel selected to represent all selling Stockholders).


 


5.             Indemnification and Contribution.


 


(a)           In
the event of any registration of any of the Registrable Shares under the
Securities Act pursuant to this Agreement, the Company will indemnify and hold
harmless the seller of such Registrable Shares, each underwriter of such
Registrable Shares, and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act or the Exchange Act
against any losses, claims, damages or liabilities, joint or several, to which
such seller, underwriter or controlling person may become subject under the
Securities Act, the Exchange Act, state securities or Blue Sky laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement
under which such Registrable Shares were registered under the Securities Act,
any preliminary prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or
arise out of or are based upon the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and the Company will reimburse such seller, underwriter
and each such controlling person for any legal or any other expenses reasonably
incurred by such seller, underwriter or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to a
seller, underwriter or controlling person to the extent that any such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or omission made in such Registration Statement, preliminary prospectus or
final prospectus, or any such amendment or supplement, in reliance upon and in
conformity with information furnished to the Company, in writing, by or on
behalf of such seller, underwriter or controlling person specifically for use
in the preparation thereof.


 


(b)           In
the event of any registration of any of the Registrable Shares under the
Securities Act pursuant to this Agreement, each seller of Registrable Shares,
severally and not


 


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jointly, will
indemnify and hold harmless the Company, each of its directors and officers and
each underwriter (if any) and each person, if any, who controls the Company or
any such underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages or liabilities, joint or several, to
which the Company, such directors and officers, underwriter or controlling
person may become subject under the Securities Act, Exchange Act, state
securities or Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Shares
were registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or arise out of or are based upon any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, if the
statement or omission was made in reliance upon and in conformity with
information relating to such seller furnished in writing to the Company by or
on behalf of such seller specifically for use in connection with the
preparation of such Registration Statement, prospectus, amendment or
supplement; provided, however, that the obligations of each such
Stockholder hereunder shall be limited to an amount equal to the lesser of the
net proceeds to such Stockholder of Registrable Shares sold in connection with
such registration and such stockholders pro rata portion of such claim, loss,
damage or liability.


 


(c)           Each
party entitled to indemnification under this Article III, Section 5
(the “Indemnified Party”) shall give notice to the party required to provide indemnification
(the “Indemnifying Party”) promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and shall permit
the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld); and, provided further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Article III,
Section 5, unless and except to the extent that the Indemnifying Party is
prejudiced by the failure of the Indemnified Party to provide timely notice. The
Indemnified Party may participate in such defense at such party’s expense; provided,
however, that the Indemnifying Party shall pay such expense if
representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate due to actual or potential differing
interests between the Indemnified Party and any other party represented by such
counsel in such proceeding. No Indemnifying Party, in the defense of any such
claim or litigation shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
of such claim or litigation, and no Indemnified Party shall consent to entry of
any judgment or settle such claim or litigation without the prior written
consent of the Indemnifying Party.


 


(d)           In
order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which either (i) any holder of
Registrable Shares exercising rights under this Agreement, or any controlling
person of any such holder, makes a claim for indemnification pursuant to this
Article III, Section 5 but it is judicially determined (by the entry
of a final judgment or decree by a court of competent jurisdiction and the
expiration of


 


8

















 


time to appeal or
the denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Article III,
Section 5 provides for indemnification in such case, or
(ii) contribution under the Securities Act may be required on the part of
any such selling Stockholder or any such controlling person in circumstances
for which indemnification is provided under this Article III,
Section 5; then, in each such case, the Company and such Stockholder will
contribute to the aggregate losses, claims, damages or liabilities to which
they may be subject (after contribution from others) in such proportions so
that such holder is responsible for the portion represented by the percentage
that the public offering price of its Registrable Shares offered by the
Registration Statement bears to the public offering price of all securities
offered by such Registration Statement, and the Company is responsible for the
remaining portion; provided, however, that, in any such case,
(A) no such holder will be required to contribute any amount in excess of
the net proceeds to it of all Registrable Shares sold by it pursuant to such
Registration Statement, and (B) no person or entity guilty of fraudulent
misrepresentation, within the meaning of Section 11(f) of the Securities
Act, shall be entitled to contribution from any person or entity who is not
guilty of such fraudulent misrepresentation.


 


6.             Indemnification with Respect to
Underwritten Offering. In the event that Registrable Shares are sold
pursuant to a Registration Statement in an underwritten offering, the Company
agrees to enter into an underwriting agreement containing customary
representations and warranties with respect to the business and operations of
an issuer of the securities being registered and customary covenants and
agreements to be performed by such issuer, including without limitation
customary provisions with respect to indemnification by the Company of the
underwriters of such offering.


 


7.             Information by Holder. Each
Stockholder including Registrable Shares in any registration shall furnish to
the Company such information regarding such Stockholder and the distribution
proposed by such Stockholder as the Company may reasonably request in writing
and as shall be required in connection with any registration, qualification or
compliance referred to in this Agreement.


 


8.             “Stand-Off” Agreement. Each
Stockholder, if requested by the Company and the managing underwriter of an
offering by the Company of Common Stock or other securities of the Company
pursuant to a Registration Statement, shall not sell publicly or otherwise
transfer or dispose of any Registrable Shares or other securities of the
Company held by such Stockholder for a specified period of time (not to exceed
180 days) following the effective date of such Registration Statement; provided,
that:


 


(a)           such
agreement shall only apply to the first Registration Statement covering Common
Stock to be sold by or on behalf of the Company to the public in an
underwritten offering; and


 


(b)           all
officers and directors of the Company and all selling stockholders in such
offering enter into similar agreements.


 


9.             Limitations on Subsequent
Registration Rights. The Company shall not, without the prior written
consent of Investors holding a majority of the Registrable Shares held by all


 


9

















 


Investors, enter
into any agreement (other than this Agreement) with any holder or prospective
holder of any securities of the Company which would allow such holder or
prospective holder (a) to include securities of the Company in any
Registration Statement upon terms which are more favorable to such holder or
prospective holder than the terms on which holders of Registrable Shares may
include shares in such registration, or (b) to make a demand registration
which could result in such registration statement being declared effective
prior to May 19, 2007.


 


10.           Rule 144 Requirements. After
the earliest of (a) the closing of the sale of securities of the Company
pursuant to a Registration Statement, (b) the registration by the Company
of a class of securities under Section 12 of the Exchange Act, or
(c) the issuance by the Company of an offering circular pursuant to
Regulation A under the Securities Act, the Company agrees to:


 


(a)           comply
with the requirements of Rule 144(c) under the Securities Act with respect
to current public information about the Company;


 


(b)           use
its best efforts to file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements); and


 


(c)           furnish
to any holder of Registrable Shares upon request (A) a written statement
by the Company as to its compliance with the requirements of said
Rule 144(c), and the reporting requirements of the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), (B) a copy of the most recent annual or quarterly report of
the Company, and (C) such other reports and documents of the Company as
such holder may reasonably request to avail itself of any similar rule or
regulation of the Commission allowing it to sell any such securities without
registration.


 


ARTICLE IV.  RIGHT OF FIRST REFUSAL


 


1.             Right of First Refusal.


 


(a)           The
Company shall not issue, sell or exchange, agree to issue, sell or exchange, or
reserve or set aside for issuance, sale or exchange, (i) any shares of its
Common Stock, (ii) any other equity securities of the Company, including,
without limitation, shares of preferred stock, (iii) any option, warrant
or other right to subscribe for, purchase or otherwise acquire any equity
securities of the Company, or (iv) any debt securities convertible into capital
stock of the Company (collectively, the “Offered Securities”), unless in each
such case the Company shall have first complied with Article IV of this
Agreement. The Company shall deliver to each Investor a written notice of any
proposed or intended issuance, sale or exchange of Offered Securities (the “Offer”),
which Offer shall (i) identify and describe the Offered Securities,
(ii) describe the price and other terms upon which they are to be issued,
sold or exchanged, and the number or amount of the Offered Securities to be
issued, sold or exchanged, (iii) identify the persons or entities, if
known, to which or with which the Offered Securities are to be offered, issued,
sold or exchanged, and (iv) offer to issue and sell to or exchange with such
Investor such portion of the Offered Securities as is equal to a fraction, the
numerator of which is the aggregate number of shares of Common Stock issued or
issuable upon conversion of the


 


10

















 


Shares then held
by such Investor and the denominator of which is the total number of shares of
Common Stock issued or issuable upon conversion of all Shares then held by all
Investors (the “Pro Rata Share”), plus an additional portion of the Offered
Securities attributable to the Pro Rata Shares of other Investors as such
Investor shall indicate it will purchase or acquire should the other Investors
subscribe for less than their full Pro Rata Shares (the “Undersubscription
Amount”). Each Investor shall have the right, for a period of 20 days following
delivery of the Offer, to purchase or acquire, at the price and upon the other
terms specified in the Offer, the number or amount of Offered Securities
described above. The Offer by its terms shall remain open and irrevocable for
such 20-day period.


 


(b)           To
accept an Offer, in whole or in part, an Investor must deliver a written notice
to the Company prior to the end of the 20-day period of the Offer, setting
forth the portion of such Investor’s Pro Rata Share that such Investor elects
to purchase and if such Investor shall elect to purchase all of its Pro Rata
Share, the Undersubscription Amount, if any, that such Investor elects to
purchase (a “Notice of Acceptance”). If the Pro Rata Shares subscribed by all
Investors are less than the total of all of the Pro Rata Shares available for
purchase, each Investor who had set forth an Undersubscription Amount in its
Notice of Acceptance shall be entitled to purchase, in addition to the Pro Rata
Share subscribed for, the Undersubscription Amount it has subscribed for; provided,
however, that if the total Undersubscription Amounts subscribed for by
all Investors exceed the difference between the total of all the Pro Rata
Shares available for purchase and the Pro Rata Shares subscribed for (“Available
Undersubscription Amount”), each Investor who has subscribed for an
Undersubscription Amount shall be entitled to purchase only that portion of the
of the Available Undersubscription Amount as the Undersubscription Amount
subscribed for by such Investor bears to the total Undersubscription Amounts
subscribed for by all Investors, subject to rounding by the Board of Directors
to the extent it deems necessary.


 


(c)           The
Company shall have 90 days from the expiration of the 20-day period set forth in
Section 1(a) to issue, sell or exchange all or any part of such Offered
Securities as to which a Notice of Acceptance has not been given by the
Investors (the “Available Securities”), but only upon terms and conditions
which are not more favorable, in the aggregate, to the acquiring person or
persons or less favorable to the Company than those set forth in the Offer.


 


(d)           Upon
the closing of the issuance, sale or exchange of all or less than all the
Available Securities, the Investors shall acquire from the Company, and the
Company shall issue to the Investors, the number or amount of Offered
Securities specified in the Notices of Acceptance, upon the terms and
conditions specified in the Offer. The purchase by the Investors of any Offered
Securities is subject in all cases to the preparation, execution and delivery
by the Company and the Investors of a purchase agreement relating to such
Offered Securities reasonably satisfactory in form and substance to the
Investors and the Company.


 


(e)           Any
Offered Securities not acquired by the Investors or other persons in accordance
with Section 1(c) may not be issued, sold or exchanged until they are
again offered to the Investors under the procedures specified in this Article.


 


11

















 


2.             Excluded Issuances. The
rights of the Investors under this Article IV shall not apply to:


 


(a)           Common
Stock issued as a stock dividend to holders of Common Stock or upon any
subdivision or combination of shares of Common Stock;


 


(b)           the
issuance of any shares of Common Stock upon conversion of outstanding shares of
convertible preferred stock;


 


(c)           shares
of Series E Preferred Stock issued at any Subsequent Closings as defined in the
Series E Purchase Agreement;


 


(d)           any
and all shares of the Company’s preferred stock issued in conformance with
Section 5A of clause B of the Company’s Certificate of Incorporation;


 


(e)           up
to 19,825,206 shares of Common Stock, either issued in the form of
restricted stock awards or options exercisable for Common Stock (subject to
appropriate adjustment for stock split, stock dividends, combinations and other
similar recapitalizations affecting such shares), plus such additional number
of shares as may be approved by a majority of the non-employee directors of the
Company, issued or issuable to officers, directors, consultants and employees
of the Company or any subsidiary pursuant to any plan, agreement or arrangement
approved by the Board of Directors of the Company;


 


(f)            securities
issued solely in consideration for the acquisition (whether by merger or
otherwise) by the Company or any of its subsidiaries of all or substantially
all of the stock or assets of any other entity;


 


(g)           shares
of Common Stock sold by the Company in an underwritten public offering pursuant
to an effective registration statement under the Securities Act; and


 


(h)           securities
issued to equipment lessors, commercial lenders or strategic partners, as
approved by a majority of the non-employee directors of the Company.


 


ARTICLE V.  GENERAL


 


1.             Termination. Article II
and Article IV of this Agreement shall terminate in their entirety upon
the earlier of (a) an Acquisition (as defined below), or (b) the
closing of an Initial Public Offering, or (c) the redemption of all Shares. An “Acquisition”
shall mean any (i) merger or consolidation which results in the voting
securities of the Company outstanding immediately prior thereto representing
immediately thereafter (either by remaining outstanding or by being converted
into voting securities of the surviving or acquiring entity) less than a
majority of the combined voting power of the voting securities of the Company
or such surviving or acquiring entity outstanding immediately after such merger
or consolidation, (ii) sale of all or substantially all the assets of the
Company or (iii) sale of shares of capital stock of the Company, in a
single transaction or series of related transactions, representing at least 80%
of the voting power of the voting securities of the Company.


 


12

















 


2.             Transfer of Rights. This
Agreement, and the rights and obligations of an Investor hereunder, may be
assigned by such Investor to any person or entity which is an affiliate of such
Investor, which is a parent, spouse, child, uncle, aunt, brother or sister of
such Investor or a trust for their benefit, or to which at least
400,000 Shares, or Registrable Shares issuable upon conversion of
400,000 Shares, (or all of the Shares originally purchased hereunder by
such Investor, if less than 400,000 Shares), are transferred by such Investor,
and such transferee shall be deemed an “Investor” for purposes of this
Agreement; provided that the transferee provides written notice of such
assignment to the Company and agrees to be bound by the terms and conditions
set forth herein.


 


3.             Severability. The provisions
of this Agreement are severable, so that the invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of any other term or provision of this Agreement, which shall remain in full
force and effect.


 


4.             Specific Performance. In
addition to any and all other remedies that may be available at law in the
event of any breach of this Agreement, the Investors and the Founders shall be entitled
to specific performance of the agreements and obligations of the other parties
hereunder and to such other injunctive or other equitable relief as may be
granted by a court of competent jurisdiction.


 


5.             Governing Law. This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware (without reference to the conflicts of law
provisions thereof).


 


6.             Notices. All notices,
requests, consents, and other communications under this Agreement shall be in
writing and shall be delivered by hand, sent via a reputable nationwide
overnight courier service or mailed by first class certified or registered
mail, return receipt requested, postage prepaid:


 


If to the Company, at Starent Networks, Corp., 30
International Place, Tewksbury, MA 01876, Attn: President, or at such other
address or addresses as may have been furnished in writing by the Company to
the Purchasers, with a copy to Wilmer Cutler Pickering Hale and Dorr LLP,
60 State Street, Boston, MA 02109, Attn: 
Mark G. Borden, Esq.;


 


If to an Investor, at its or his address as set forth
on the signature page hereto, or at such other address or addresses as may have
been furnished in writing by such Investor to the Company, with a copy to
Goodwin Procter LLP, Exchange Place, 53 State Street, Boston, MA 02109,
Attn:  William J. Schnoor, Esq.


 


If to a Founder, at his address as set forth on the
signature page hereto, or at such other address or addresses as may have been
furnished by such Founder to the Company and the Investors.


 


Notices provided in accordance with this
Section 6 shall be deemed delivered upon personal delivery, one business
day after being sent via a reputable nationwide overnight courier service, or
three business days after deposit in the mail.


 


13

















 


7.             Complete Agreement; Amendments.


 


(a)           This
Agreement constitutes the full and complete agreement of the parties hereto
with respect to the subject matter hereof and replaces the Existing Investor Rights
Agreement in its entirety.


 


(b)           This
Agreement may be amended, or any provision that may be waived, by a written
instrument signed by the Company and (i) Investors holding at least a majority
of the shares of Common Stock issued or issuable upon conversion of the Series
A Preferred Stock, and (ii) Investors holding at least a majority of the shares
of Common Stock issued or issuable upon conversion of the Series B Preferred
Stock and (iii) Investors holding at least a majority of the shares of Common Stock
issued or issuable upon conversion of the Series C Preferred Stock, (iv)
Investors holding at least a majority of the shares of Common Stock issued or
issuable upon conversion of the Series D Preferred Stock and (v) Investors
holding at least a majority of the shares of Common Stock issued or issuable
upon conversion of the Series E Preferred Stock; provided that this Agreement
may be amended or the observance of any term of this Agreement may be waived
with the consent of holders of less than all the Registrable Securities only in
a manner which applies to all such holders in the same fashion; and provided
further that (i) no consent shall be required for an amendment pursuant to
Section 11 below, and (ii) no amendment or waiver shall adversely affect the
rights of a Founder to be designated as a director under Article II or
adversely affect in a manner different than the Investors such Founder’s rights
under Section 2 of Article III, without the consent of such Founder. No
waivers of or exceptions to any term, condition or provision of this Agreement,
in any one or more instances, shall be deemed to be, or construed as, a further
or continuing waiver of any such term, condition or provision.


 


8.             Pronouns. Whenever the
content may require, any pronouns used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns and pronouns shall include the plural, and vice versa.


 


9.             Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original, and all of which together shall constitute one Agreement
binding on all the parties hereto.


 


10.           Captions. Captions of sections
have been added only for convenience and shall not be deemed to be a part of this
Agreement.


 


11.           Addition of Purchasers. Each
purchaser of shares of Series E Preferred Stock of the Company under Section
2.2 of the Series E Purchase Agreement shall become a party to and an “Investor”
under this Agreement upon the closing of its purchase of shares of Series E
Preferred Stock thereunder and its execution of a counterpart signature page to
this Agreement.


 


12.           Aggregation of Purchasers. For
purposes of this Agreement, (a) Matrix Partners VI, L.P. (“Matrix”) and all
Purchasers affiliated with Matrix shall be treated as a collective entity,
having rights as if it owned the aggregate Shares owned by Matrix and each such
Purchaser, (b) North Bridge Venture Partners IV-A, L.P. (“North Bridge”) and
all Purchasers affiliated with North Bridge shall be treated as a collective
entity, having rights as if it owned the aggregate Shares owned by North Bridge
and each such Purchaser, (c) Highland Capital Partners 


 


14

















 


V Limited Partnership (“Highland”)
and all Purchasers affiliated with Highland shall be treated as a collective
entity, having rights as if it owned the aggregate Shares owned by Highland and
each such Purchaser and (d) Focus Ventures II, L.P. (“Focus Ventures”) and all
Purchasers affiliated with Focus Ventures shall be treated as a collective
entity, having rights as if it owned the aggregate Shares owned by Focus
Ventures and each such Purchaser.


 


[Signature Pages to Follow]


 


15

















 


IN WITNESS WHEREOF, this Agreement has been executed
as of the date first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  STARENT
  NETWORKS, CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ashraf M.
  Dahod

  	
   

  
	
   

  	
   

  	
  Ashraf M. Dahod

  	
   

  
	
   

  	
   

  	
  President

  	
   

  



 


 


Signature Page to Fourth
Amended and Restated Investor Rights Agreement


 

















 


	
   

  	
  INVESTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  FOCUS VENTURES
  II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Focus Ventures
  Partners II, L.P.,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James H.
  Boettcher

  	
   

  
	
   

  	
  Name: James H.
  Boettcher

  
	
   

  	
   

  	
   

  
	
   

  	
  FV Investors II
  QP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Focus Ventures
  Partners II, L.P.,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James H.
  Boettcher

  	
   

  
	
   

  	
  Name: James H.
  Boettcher

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FV Investors II
  A, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Focus Ventures
  Partners II, L.P.,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James H.
  Boettcher

  	
   

  
	
   

  	
  Name: James H.
  Boettcher

  



 

















 


	
   

  	
  HIGHLAND CAPITAL
  PARTNERS V LIMITED

  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Highland
  Management Partners V Limited Partnership

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Highland
  Management Partners V, Inc.,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HIGHLAND CAPITAL
  PARTNERS V-B LIMITED

  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Highland
  Management Partners V Limited Partnership,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Highland
  Management Partners V, Inc., its General

  
	
   

  	
   

  	
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HIGHLAND
  ENTREPRENEURS’ FUND V LIMITED

  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  HEF V Limited
  Partnership,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Highland
  Management Partners V, Inc.,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Robert Davis

  	
   

  
	
   

  	
  Robert Davis

  



 

















 


	
   

  	
  MATRIX PARTNERS
  VI, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Matrix VI
  Management Co., LLC,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  MATRIX VI
  PARALLEL PARTNERSHIP-A, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Matrix VI
  Management Co., LLC,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  MATRIX VI
  PARALLEL PARTNERSHIP-B, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Matrix VI
  Management Co., LLC,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTON & CO.
  VI LLC, as Nominee

  
	
   

  	
  By:

  	
  Matrix Partners
  Management Services, L.P.,

  
	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Matrix Partners
  Management Services GP, LLC, its

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized
  Member

  
							



 

















 


	
   

  	
  NORTH BRIDGE
  VENTURE PARTNERS IV-A, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  North Bridge
  Venture Management IV, L.P.,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward T.
  Anderson

  	
   

  
	
   

  	
   

  	
  Edward T.
  Anderson

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTH BRIDGE
  VENTURE PARTNERS IV-B, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  North Bridge
  Venture Management IV, L.P.,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward T.
  Anderson

  	
   

  
	
   

  	
   

  	
  Edward T.
  Anderson

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  ITOCHU
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SVIC #4 NEW
  TECHNOLOGY BUSINESS

  INVESTMENT LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


	
   

  	
  NOORIL-IMAN, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Nooril-Iman
  Management, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ashraf M.
  Dahod

  	
   

  
	
   

  	
   

  	
  Ashraf M. Dahod

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Ashraf M.
  Dahod

  	
   

  
	
   

  	
  Ashraf M. Dahod

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Shamim A.
  Dahod

  	
   

  
	
   

  	
  Shamim A. Dahod

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kwabena Akufo

  
	
   

  	
   

  	
   

  
	
   

  	
  H&D
  INVESTMENTS 2000

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  H&D
  INVESTMENTS 2001

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  LN FAMILY TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amarjit Gill

  



 

















 


	
   

  	
  FOUNDING
  STOCKHOLDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Ashraf M.
  Dahod

  	
   

  
	
   

  	
  Ashraf M. Dahod

  
	
   

  	
  Address:

  	
  22 Carter Lane

  
	
   

  	
   

  	
  Andover, MA
  01810

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Anthony
  Schoener

  	
   

  
	
   

  	
  Anthony Schoener

  
	
   

  	
  Address:

  	
  28 Constitution
  Drive

  
	
   

  	
   

  	
  Southboro, MA 01772