EX-10.2



 Exhibit 10.2 

XTERA COMMUNICATIONS, INC. 

1999 STOCK PLAN 
 As
Amended Through January 5, 2001 
 1. Purposes of the Plan. The purposes of this Stock Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive
Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 

2. Definitions. As used herein, the following definitions shall apply: 

(a) “Administrator” means the Board or any of its Committees as shall be administering the Plan in accordance with
Section 4 hereof. 
 (b) “Applicable Laws” means the requirements relating to the administration of stock option plans
under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Options or
Stock Purchase Rights are granted under the Plan. 
 (c) “Board” means the Board of Directors of the Company. 

(d) “Code” means the Internal Revenue Code of 1986, as amended. 

(e) “Committee” means a committee of Directors appointed by the Board in accordance with Section 4 hereof. 

(f) “Common Stock” means the Common Stock of the Company. 

(g) “Company” means Xtera Communications, Inc., a Delaware corporation. 

(h) “Consultant” means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory
services to such entity. 
 (i) “Director” means a member of the Board of Directors of the Company. 

(j) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code. 

(k) “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the
Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any
successor. For purposes of Incentive Stock Options, no such 

  
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leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company
is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a
Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company. 
 (l)
“Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (m) “Fair Market Value” means, as
of any date, the value of Common Stock determined as follows: 
 (i) If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination; or 

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the
Administrator. 
 (n) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code. 
 (o) “Nonstatutory Stock Option” means an Option not intended to qualify as an
Incentive Stock Option. 
 (p) “Officer” means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
 (q) “Option” means a stock
option granted pursuant to the Plan. 
 (r) “Option Agreement” means a written or electronic agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 

(s) “Option Exchange Program” means a program whereby outstanding Options are exchanged for Options with a lower exercise
price. 
 (t) “Optioned Stock” means the Common Stock subject to an Option or a Stock Purchase Right. 

  
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 (u) “Optionee” means the holder of an outstanding Option or Stock Purchase Right
granted under the Plan. 
 (v) “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code. 
 (w) “Plan” means this 1999 Stock Plan. 

(x) “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under
Section 11 below. 
 (y) “Section 16(b)” means Section 16(b) of the Securities Exchange Act of 1934, as amended.

 (z) “Service Provider” means an Employee, Director or Consultant. 

(aa) “Share” means a share of the Common Stock, as adjusted in accordance with Section 12 below. 

(bb) “Stock Purchase Right” means a right to purchase Common Stock pursuant to Section 11 below. 

(cc) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code. 
 3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the
maximum aggregate number of Shares which may be subject to option and sold under the Plan is 39,789,525 Shares. The Shares may be authorized but unissued, or reacquired Common Stock. 

If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an
Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise
of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan. 
 4. Administration of the Plan. 

(a) Administrator. The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be
constituted to comply with Applicable Laws. 

  
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 (b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of
a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion: 

(i) to determine the Fair Market Value; 

(ii) to select the Service Providers to whom Options and Stock Purchase Rights may from time to time be granted hereunder; 

(iii) to determine the number of Shares to be covered by each such award granted hereunder; 

(iv) to approve forms of agreement for use under the Plan; 

(v) to determine the terms and conditions, of any Option or Stock Purchase Right granted hereunder. Such terms and conditions include, but
are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option or Stock Purchase Right or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 

(vi) to determine whether and under what circumstances an Option may be settled in cash under subsection 9(e) instead of Common Stock; 

(vii) to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option has declined since the date the Option was granted; 
 (viii) to initiate an Option Exchange Program; 

(ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under foreign tax laws; 
 (x) to allow Optionees to satisfy
withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the amount required to be withheld. The
Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such
conditions as the Administrator may deem necessary or advisable; and 
 (xi) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan. 
 (c) Effect of Administrator’s Decision. All decisions, determinations and interpretations of
the Administrator shall be final and binding on all Optionees. 

  
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 5. Eligibility. 

(a) Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive Stock Options may be granted only to
Employees. 
 (b) Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all
plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock Options shall be taken into account in the order in which they
were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 

(c) Neither the Plan nor any Option or Stock Purchase Right shall confer upon any Optionee any right with respect to continuing the
Optionee’s relationship as a Service Provider with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate such relationship at any time, with or without cause. 

6. Term of Plan. The Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten
(10) years unless sooner terminated under Section 14 of the Plan. 
 7. Term of Option. The term of each Option shall be
stated in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or such shorter term
as may be provided in the Option Agreement. 
 8. Option Exercise Price and Consideration. 

(a) The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following: 
 (i) In the case of an Incentive Stock Option 

(A) granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 

(B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of
grant. 

  
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 (ii) In the case of a Nonstatutory Stock Option 

(A) granted to a Service Provider who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 

(B) granted to any other Service Provider, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the
date of grant. 
 (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above
pursuant to a merger or other corporate transaction. 
 (b) The consideration to be paid for the Shares to be issued upon exercise of an
Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of (1) cash, (2) check,
(3) promissory note, (4) other Shares which (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of surrender, and (y) have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the
Plan, or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit
the Company. 
 9. Exercise of Option. 

(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms hereof at
such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. Except in the case of Options granted to Officers, Directors and Consultants, Options shall become exercisable at a rate of no less than
20% per year over five (5) years from the date the Options are granted. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be exercised
for a fraction of a Share. 
 An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of
exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or
her spouse. Until the Shares are issued (as 

  
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evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a Stockholder
shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the Shares are issued, except as provided in Section 12 of the Plan. 
 Exercise of an
Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 

(b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, such Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement (of at least thirty (30) days) to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the
Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee’s termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
 (c) Disability of
Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement (of at least six
(6) months) to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement,
the Option shall remain exercisable for twelve (12) months following the Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 

(d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within such period of time as is
specified in the Option Agreement (of at least six (6) months) to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement) by the
Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the
Optionee’s termination. If, at the time of death, the Optionee is not vested as to the entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
 (e) Buyout
Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time
that such offer is made. 

  
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 10. Non-Transferability of Options and Stock Purchase Rights. The Options and Stock
Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

 11. Stock Purchase Rights. 

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under
the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions
related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer. The terms of the offer shall comply in all respects with
Section 260.140.42 of Title 10 of the California Code of Regulations. The offer shall be accepted by execution of a Restricted Stock purchase agreement in the form determined by the Administrator. 

(b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock purchase agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock
purchase agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine. Except with
respect to Shares purchased by Officers, Directors and Consultants, the repurchase option shall in no case lapse at a rate of less than 20% per year over five (5) years from the date of purchase. 

(c) Other Provisions. The Restricted Stock purchase agreement shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 
 (d) Rights as a Stockholder. Once the
Stock Purchase Right is exercised, the purchaser shall have rights equivalent to those of a Stockholder and shall be a Stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No
adjustment shall be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 12 of the Plan. 

12. Adjustments Upon Changes in Capitalization, Merger or Asset Sale. 

(a) Changes in Capitalization. Subject to any required action by the Stockholders of the Company, the number of shares of Common Stock
covered by each outstanding Option or Stock Purchase Right, and the number of shares of Common Stock which 

  
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have been authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration
of an Option or Stock Purchase Right, as well as the price per share of Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of
Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of
consideration by the Company. The conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or Stock Purchase Right. 
 (b)
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The
Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option or Stock Purchase Right until fifteen (15) days prior to such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option or Stock Purchase Right would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Option or Stock Purchase
Right shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action. 
 (c) Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets of the Company, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option or Stock Purchase Right, the Optionee shall fully vest in and have the right to exercise the Option or Stock
Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the
event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and
the Option or Stock Purchase Right shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the merger or sale of assets, the option or right
confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of
the outstanding 

  
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Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right,
to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets. 

13. Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes,
be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an
Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant. 
 14. Amendment and Termination of
the Plan. 
 (a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. 

(b) Stockholder Approval. The Board shall obtain Stockholder approval of any Plan amendment to the extent necessary and desirable to
comply with Applicable Laws. 
 (c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the
Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination. 

15. Conditions Upon Issuance of Shares. 

(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. 

(b) Investment Representations. As a condition to the exercise of an Option, the Administrator may require the person exercising such
Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required. 
 16. Inability to Obtain Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been obtained. 

  
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 17. Reservation of Shares. The Company, during the term of this Plan, shall at all times
reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 
 18. Stockholder
Approval. The Plan shall be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under Applicable
Laws. 
 19. Information to Optionees and Purchasers. The Company shall provide to each Optionee and to each individual who acquires
Shares pursuant to the Plan, not less frequently than annually during the period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and, in the case of an individual who acquires Shares pursuant to the Plan,
during the period such individual owns such Shares, copies of annual financial statements. The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their access to equivalent
information. 

  
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 XTERA COMMUNICATIONS, INC. 

1999 STOCK PLAN 
 STOCK
OPTION AGREEMENT — EARLY EXERCISE 
 Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Option Agreement. 
  

	I.	NOTICE OF STOCK OPTION GRANT 

 «Name» 

«Address» 
 «City» «State»
«Zip» 
 You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the
Plan and this Option Agreement, as follows: 
  

					
	Grant Number	 	 «GrantNo»

		
	Date of Grant	 	 «GrantDate»

		
	Vesting Commencement Date	 	 «VCD»

		
	Exercise Price per Share	 	 $«SharePrice»

		
	Total Number of Shares Granted	 	 «Shares»

		
	Total Exercise Price	 	 $«Total Price»

			
	Type of Option:	 	 «ISO»
	  	Incentive Stock Option
			
		 	 «NSO»
	  	Nonstatutory Stock Option
		
	Term/Expiration Date:	 	 «Expiration»


 Exercise and Vesting Schedule: 

This Option shall be exercisable, in whole or in part, according to the following vesting schedule: 

25% of the Shares subject to the Option shall vest on the date that is twelve months following the Vesting Commencement Date, and 1/48 of the
Shares subject to the Option shall vest at the end of each month thereafter, subject to the Optionee’s continuing to be a Service Provider on such dates. 







 Termination Period: 

This Option may be exercised, to the extent it is then vested, for three months after Optionee ceases to be a Service Provider. Upon death or
Disability of the Optionee, this Option may be exercised, to the extent it is then vested, for one year after Optionee ceases to be Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

  

	II.	AGREEMENT 

 1. Grant of Option. The Plan Administrator of the Company
hereby grants to the Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of
Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict between the terms and conditions of the
Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. 
 If designated in the Notice of Grant as an Incentive
Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall
be treated as a Nonstatutory Stock Option (“NSO”). 
 2. Exercise of Option. This Option shall be exercisable during its
term in accordance with the provisions of Section 9 of the Plan as follows: 
 (a) Right to Exercise. 

(i) Subject to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable cumulatively according to the vesting schedule set
forth in the Notice of Grant. Alternatively, at the election of the Optionee, this option may be exercised in whole or in part at any time as to Shares that have not yet vested. For purposes of this Stock Option Agreement, Shares subject to the
Option shall vest based on continued employment of Optionee with the Company. Vested Shares shall not be subject to the Company’s repurchase right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1).

 (ii) As a condition to exercising this Option for unvested Shares, the Optionee shall execute the Restricted Stock Purchase Agreement.

 (iii) This Option may not be exercised for a fraction of a Share. 

(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as
Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required
by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by the aggregate Exercise Price. 

  
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 No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such
exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. 

3. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at
the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto
as Exhibit B. 
 4. Lock-Up Period. Optionee hereby agrees that, if so requested by the Company or any representative of the
underwriters (the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise transfer any Shares or other securities of the
Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”) following the effective date of a registration
statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company
to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. 

5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the
election of the Optionee: 
 (a) cash; 

(b) check; 
 (c) consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or 
 (d) surrender of
other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal
to the aggregate Exercise Price of the Exercised Shares. 
 6. Restrictions on Exercise. This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 

7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 

  
 -3- 








 8. Term of Option. This Option may be exercised only within the term set out in the Notice
of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 
 9. Tax
Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 

(a) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability upon the exercise of the
Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the
alternative minimum tax in the year of exercise. 
 (b) Exercise of ISO Following Disability. If the Optionee ceases to be an
Employee as a result of a disability that is not a total and permanent disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months of such
termination for the ISO to be qualified as an ISO. 
 (c) Exercise of Nonstatutory Stock Option. There may be a regular federal
income tax liability upon the exercise of a Nonstatutory Stock Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on
the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount
in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 

(d) Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the
Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and at least two years after the Date of Grant, any
gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain
realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (i) the Fair Market Value of the Shares on the date of exercise,
or (ii) the sale price of the Shares. Different rules may apply if the Shares are subject to a substantial risk of forfeiture (within the meaning of Section 83) at the time of purchase. Any additional gain will be taxed as capital gain,
short-term depending on the period that the ISO Shares were held. 

  
 -4- 








 (e) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee
herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two years after the Date of Grant, or (ii) the date one year after the date of exercise,
the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. 

(f) Section 83(b) Election for Unvested Shares Purchased Pursuant to Options. With respect to the exercise of an Option for
unvested Shares, an election may be filed by the Optionee with the Internal Revenue Service, within 30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the
purchase price of the Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Optionee on the date of exercise, measured by the excess, if
any, of the fair market value of the Shares, at the time the Option is exercised over the purchase price for the Shares. Absent such an election, taxable income will be measured and recognized by Optionee at the time or times on which the
Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Optionee for alternative minimum tax purposes on the date of exercise, measured by the excess, if any,
of the fair market value of the Shares, at the time the option is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Optionee at the time or times on
which the Company’s Repurchase Option lapses. Optionee is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under
Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. 

OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION
83(b), EVEN IF OPTIONEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON OPTIONEE’S BEHALF. 
 10. Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws but not the choice of law rules of Texas. 
 11. No Guarantee of Continued Service.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET 

  
 -5- 








 
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY
WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to
notify the Company upon any change in the residence address indicated below. 
  

					
	OPTIONEE:	 		 	XTERA COMMUNICATIONS, INC.
			
	  
	 		 	  

	Signature	 		 	By
			
	 «Name»
	 		 	  

	Print Name	 		 	Title
			
	 «Address»
	 		 	
			
	 «City», «State» «Zip»
	 		 	
	Residence Address	 		 	


  
 -6- 








 EXHIBIT A 

XTERA COMMUNICATIONS, INC. 

1999 STOCK PLAN 

EXERCISE NOTICE 
 Xtera Communications,
Inc. 
 500 W. Bethany Drive 
 Allen, TX 75013 

Attention: Corporate Secretary 
 1. Exercise
of Option. Effective as of today,             ,         , the undersigned (“Optionee”) hereby elects to exercise Optionee’s option
to purchase                  shares of the Common Stock (the “Shares”) of Xtera Communications, Inc. (the “Company”) under and pursuant to the
Company’s 1999 Stock Plan (the “Plan”) and the [    ] Incentive [    ] Nonstatutory Stock Option Agreement dated as of «GrantDate» (the “Option Agreement”). 

2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option
Agreement. 
 3. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the
Option Agreement and agrees to abide by and be bound by their terms and conditions. 
 4. Rights as Shareholder. Until the issuance
of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior
to the date of issuance except as provided in Section 12 of the Plan. 
 5. Company’s Right of First Refusal. Before any
Shares held by Optionee or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right
of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the “Right of First Refusal”). 

(a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred
to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the
Company or its assignee(s). 







 (b) Exercise of Right of First Refusal. At any time within thirty (30) days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the
purchase price determined in accordance with subsection (c) below. 
 (c) Purchase Price. The purchase price (“Purchase
Price”) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith. 
 (d) Payment. Payment of the Purchase Price shall be made, at
the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination
thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. 
 (e) Holder’s Right
to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such
Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in
accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the
Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be
sold or otherwise transferred. 
 (f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section
notwithstanding, the transfer of any or all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate
family shall be exempt from the provisions of this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall
receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section. 

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the first sale of Common
Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended. 

6. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or
disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax
advice. 

  
 -2- 








 7. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS
HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF
FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books
any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to
whom such Shares shall have been so transferred. 
 8. Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Optionee and his or
her heirs, executors, administrators, successors and assigns. 
 9. Interpretation. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.


  
 -3- 








 10. Governing Law; Severability. This Agreement is governed by the internal substantive
laws, but not the choice of law rules, of Texas. 
 11. Entire Agreement. The Plan and Option Agreement are incorporated herein by
reference. This Agreement, the Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and
Optionee. 
  

					
	Submitted by:	 		 	Accepted by:
			
	OPTIONEE:	 		 	XTERA COMMUNICATIONS, INC.
			
	  
	 		 	  

	Signature	 		 	By
			
	 «Name»
	 		 	  

	Print Name	 		 	Its
			
	Address:	 		 	Address:
			
	 «Address»
	 		 	500 W. Bethany Drive
		 		 	Allen, TX 75013
	 «City», «State» «Zip»
	 		 	
		 		 	  

		 		 	Date Received


  
 -4- 








 EXHIBIT B 

INVESTMENT REPRESENTATION STATEMENT 
  

					
	OPTIONEE	 	:	    	«Name»
			
	COMPANY	 	:	    	XTERA COMMUNICATIONS, INC.
			
	SECURITY	 	:	    	COMMON STOCK
			
	AMOUNT	 	:	    	
			
	DATE	 	:	    	

 In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the
Company the following: 
 (a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for resale in connection
with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

(b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have
not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection,
Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for
the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further
understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under
no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not
required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws. 
 (c)
Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer
thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration
under the Securities Act. In the event the Company becomes subject 







 
to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may
require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited “broker’s
transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company,
(3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the
Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections
(1), (2), (3) and (4) of the paragraph immediately above. 
 (d) Optionee further understands that in the event all of the
applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are
not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a
substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee
understands that no assurances can be given that any such other registration exemption will be available in such event. 
  

	
	Signature of Optionee:
	
	  



 Date:             ,
         

  
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 EXHIBIT C-1 

XTERA COMMUNICATIONS, INC. 

1999 STOCK PLAN 

RESTRICTED STOCK PURCHASE AGREEMENT 

THIS AGREEMENT is made between «Name» (the “Purchaser”) and Xtera Communications, Inc. (the “Company”) as of
            ,         . 
 RECITALS

 (1) Pursuant to the exercise of the stock option (grant number «GrantNo») granted to Purchaser under the Company’s
1999 Stock Plan (the “Plan”) and pursuant to the Stock Option Agreement (the “Option Agreement”) dated as of «GrantDate» by and between the Company and Purchaser with respect to such grant, which Plan and Option
Agreement are hereby incorporated by reference, Purchaser has elected to purchase                  of those shares which have not become vested under the vesting
schedule set forth in the Option Agreement (“Unvested Shares”). The Unvested Shares and the shares subject to the Option Agreement which have become vested are sometimes collectively referred to herein as the “Shares”. 

(2) As required by the Option Agreement, as a condition to Purchaser’s election to exercise the option, Purchaser must execute this
Restricted Stock Purchase Agreement, which sets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the Option. 

1. Repurchase Option. 

(a) If Purchaser’s status as a Service Provider is terminated for any reason, including for cause, death, and disability, the Company
shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the lesser of the per share price
originally paid by the Purchaser for such Shares or the Fair Market Value (as defined in the Company’s 1999 Stock Plan) per Share as of the date of repurchase, in each case as adjusted for stock splits, stock dividends and similar events having
occurred since the grant date of the Option (the “Repurchase Option”). 
 (b) Upon the occurrence of a termination, the Company
may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the
Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the
holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. 







 (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank
selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. 

(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety
(90) days following the termination, the Repurchase Option shall terminate. 
 (e) The Repurchase Option shall terminate in accordance
with the Vesting Schedule in Optionee’s Option Agreement. 
 2. Transferability of the Shares; Escrow. 

(a) Purchaser hereby authorizes and directs the secretary of the Company, or such other person designated by the Company, to transfer the
Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. 
 (b) To insure the availability for
delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the secretary, or any other person designated by the Company as escrow agent, as its
attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the secretary of the
Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock
assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its purchase right as provided in Section 1, until
such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the
Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the escrow agent’s
possession belonging to the Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent
if so required pursuant to other restrictions imposed pursuant to this Agreement. 
 (c) The Company, or its designee, shall not be liable
for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. 

(d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any
transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.


  
 -2- 








 3. Ownership, Voting Rights, Duties. This Agreement shall not affect in any way the
ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein. 
 4. Legends. The share
certificate evidencing the Shares issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws): 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 5. Adjustment for
Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company
after the date of this Agreement. 
 6. Notices. Notices required hereunder shall be given in person or by registered mail to the
address of Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices. 
 7.
Survival of Terms. This Agreement shall apply to and bind Purchaser and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. 

8. Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an
Option for unvested Shares, an election may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference
between the purchase price of the Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the
excess, if any, of the fair market value of the Shares, at the time the Option is exercised over the purchase price for the Shares. Absent such an election, taxable income will be measured and recognized by Purchaser at the time or times on which
the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if
any, of the fair market value of the Shares, at the time the option is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times
on which the Company’s Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under
Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. 

  
 -3- 








 PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S
TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF. 

9. Representations. Purchaser has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser understands that he (and not the Company) shall
be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 

10. Governing Law. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of Texas. 

Purchaser represents that he has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement. 

  
 -4- 








 IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above. 

 

	
	“COMPANY”
	
	XTERA COMMUNICATIONS, INC.
	
	  

	By
	
	  

	Title
	
	“PURCHASER”
	
	  

	Signature
	
	 «Name»

	Printed Name
	
	  

	Soc. Sec. No.
	
	Address:
	
	 «Address»

	
	 «City», «State» «Zip»




  
 -5- 








 EXHIBIT C-2 

ASSIGNMENT SEPARATE FROM CERTIFICATE 

FOR VALUE RECEIVED I, «Name», hereby sell, assign and transfer unto Xtera Communications, Inc.
(                ) shares of the Common Stock of Xtera Communications, Inc. standing in my name of the books of said corporation represented by Certificate
No.      herewith and do hereby irrevocably constitute and appoint
                                         to
transfer the said stock on the books of the within named corporation with full power of substitution in the premises. 
 This Stock
Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between Xtera Communications, Inc. and the undersigned dated             ,
        . 
 Dated:             ,
         
  

			
	Signature:	 	  



 INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is
to enable the Company to exercise its “repurchase option,” as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser. 







 EXHIBIT C-3 

JOINT ESCROW INSTRUCTIONS 

            ,          

Xtera Communications, Inc. 
 500 W. Bethany Drive 

Allen, TX 75013 
 Attention: Corporate Secretary 

Dear                     : 

As Escrow Agent for both Xtera Communications, Inc. (the “Company”), and the undersigned purchaser of stock of the Company (the
“Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (“Agreement”) between the Company and the undersigned, in
accordance with the following instructions: 
 1. In the event the Company and/or any assignee of the Company (referred to collectively for
convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the
purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of
said notice. 
 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question,
(b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the
purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s repurchase option. 

3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder
and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such
securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required
applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 

4. Upon written request of the Purchaser, but no more than once per calendar year, unless the Company’s repurchase option has been
exercised, you will deliver to Purchaser a certificate or certificates representing so many shares of stock as are not then subject to the Company’s repurchase option. Within 120 days after cessation of Purchaser’s continuous








 
employment by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Purchaser a certificate or certificates representing the aggregate number of shares held
or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s repurchase option. 

5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to
Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder. 
 6. Your duties
hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 
 7. You shall be obligated
only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by
the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice
of your own attorneys shall be conclusive evidence of such good faith. 
 8. You are hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you
obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 
 9. You shall not be
liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 

10. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions
or any documents deposited with you. 
 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary
properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 

12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you
shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent 

13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments. 

  
 -2- 








 14. It is understood and agreed that should any dispute arise with respect to the delivery and/or
ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either
by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to
institute or defend any such proceedings. 
 15. Any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such
other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto. 
  

					
	COMPANY:	  	 Xtera Communications, Inc.
 500 W. Bethany
Drive
 Allen, TX 75013
 Attention: Corporate Secretary
	 	
			
	PURCHASER:	  	 «Name»
	 	
			
		  	 «Address»
	 	
			
		  	 «City», «State» «Zip»
	 	
			
	ESCROW AGENT:	  	 Corporate Secretary
 Xtera Communications,
Inc.
 500 W. Bethany Drive
 Allen, TX 75013
	 	

 16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint
Escrow Instructions; you do not become a party to the Agreement. 
 17. This instrument shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns. 

  
 -3- 








 18. These Joint Escrow Instructions shall be governed by the internal substantive laws, but not
the choice of law rules, of the State of Texas. 
  

	
	XTERA COMMUNICATIONS, INC.
	
	  

	By
	
	  

	Title
	
	“PURCHASER”
	
	  

	Signature
	
	 «Name»

	Typed or Printed Name
	
	ESCROW AGENT
	
	  

	Corporate Secretary



  
 -4- 








 EXHIBIT C-4 

CONSENT OF SPOUSE 
 I,
                                        , spouse
of «Name», have read and approve the foregoing Agreement. In consideration of granting of the right to my spouse to purchase shares of Xtera Communications, Inc., as set forth in the Agreement, I hereby appoint my spouse as my
attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community
property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement. 
  

							
	Dated:	 	            ,        	 		 	  

		 		 		 	Signature








 EXHIBIT C-5 

ELECTION UNDER SECTION 83(b) 

OF THE INTERNAL REVENUE CODE OF 1986 

The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in
taxpayer’s gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below: 

 

	1.	The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 

  

					
	 	  	 Taxpayer
	  	 Spouse

			
	Name:	  	  
	  	  

		
	Address:	  	  

			
	Social Sec. No.:	  	  
	  	  

			
	Taxable Year:	  	  
	  	  


  

	2.	The property with respect to which the election is made is described as follows:                  shares (the “Shares”) of Common
Stock of Xtera Communications, Inc. (the “Company”). 

  

	3.	The date on which the property was transferred is:             ,         . 


 

	4.	The property is subject to the following restrictions: 

 The Shares may not be transferred and
are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement. 

 

	5.	The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is:
$        . 

  

	6.	The amount (if any) paid for such property is: $        . 


The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the
undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. 







 The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner. 
  

									
	Dated:	 	            ,        	 		 		 	  

		 		 		 		 	Taxpayer

 The undersigned spouse of taxpayer joins in this election. 

 

							
	Dated:	 	            ,        	 		 	  

		 		 		 	Spouse of Taxpayer

  

  
 -2- 








 XTERA COMMUNICATIONS, INC. 

1999 STOCK PLAN 
 STOCK
OPTION AGREEMENT — EARLY EXERCISE 
 Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Option Agreement. 
  

	I.	NOTICE OF STOCK OPTION GRANT 

 «Name» 

«Address» 
 «City», «State»
«Zip» 
 You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the
Plan and this Option Agreement, as follows: 
  

					
	Grant Number	  	 «GrantNo»

		
	Date of Grant	  	 «GrantDate»

		
	Vesting Commencement Date	  	 «VCD»

		
	Exercise Price per Share	  	 $0.08

		
	Total Number of Shares Granted	  	 «Shares»

		
	Total Exercise Price	  	 «Total Price»

			
	Type of Option:	  	  
	  	Incentive Stock Option
			
		  	 X
	  	Nonstatutory Stock Option
		
	Term/Expiration Date:	  	 November 7, 2010


 Exercise and Vesting Schedule: 

So long as Optionee is a Service Provider, this Option shall be exercisable in whole or in part, and shall vest according to the following
vesting schedule: 
 25% of the Shares originally subject to the Option shall vest twelve months after the Vesting Commencement Date, and
1/48 of the Shares originally subject to the Option shall vest each month thereafter, subject to the Optionee’s continuing to be a Service Provider on such dates; provided, however, that in the event that a Change of Control (as
defined below) occurs during the Optionee’s continuing to be a Service Provider, 1/4th of the Shares originally subject to the Option shall become immediately vested and exercisable, and 1/48th of the Shares 







 
originally subject to the Option shall vest each month thereafter, subject to Optionee’s continuing to be a Service Provider on such dates. In addition, in the event that Service
Provider’s employment with the Company is involuntarily terminated by the Company other than for Cause (as defined below) within six (6) months following a Change of Control (as defined below), then all Shares subject to this Option shall
become immediately vested and exercisable. 
 As used herein, “Change of Control” shall mean a merger,
reorganization, sale of substantially all of the assets of the Company or other transaction in which the Company’s stockholders immediately prior to such transaction own immediately after such transaction less than 50% of the equity securities
of the surviving, resulting or acquiring corporation or entity or its parent. 
 As used herein, “Cause”
shall mean (i) Service Provider’s willful misconduct in the execution of Service Provider’s duties which is materially injurious to the Company or its affiliates, (ii) willful and material noncompliance with Company policies or
willful and material breach of any agreement with the Company, (iii) failure or refusal to perform the duties of Service Provider’s position with the Company which is not remedied within thirty days of receipt of notice from the Board
regarding such failure or refusal to perform, or (iv) conviction of, or a plea of nolo contendere with respect to, (a) a felony, or (b) a misdemeanor involving moral turpitude, dishonesty or fraud. 

Termination Period: 

This Option may be exercised, to the extent it is then vested, for three months after Optionee ceases to be a Service Provider. Upon death or
Disability of the Optionee, this Option may be exercised, to the extent it is then vested, for one year after Optionee ceases to be Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

  

	II.	AGREEMENT 

 1. Grant of Option. The Plan Administrator of the Company
hereby grants to the Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of
Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict between the terms and conditions of the
Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. 
 If designated in the Notice of Grant as an Incentive
Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall
be treated as a Nonstatutory Stock Option (“NSO”). 

  
 -2- 








 2. Exercise of Option. This Option shall be exercisable during its term in accordance with
the provisions of Section 9 of the Plan as follows: 
 (a) Right to Exercise. 

(i) Subject to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable cumulatively according to the vesting schedule set
forth in the Notice of Grant. Alternatively, at the election of the Optionee, this option may be exercised in whole or in part at any time as to Shares that have not yet vested. For purposes of this Stock Option Agreement, Shares subject to the
Option shall vest based on continued employment of Optionee with the Company. Vested Shares shall not be subject to the Company’s repurchase right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1).

 (ii) As a condition to exercising this Option for unvested Shares, the Optionee shall execute the Restricted Stock Purchase Agreement.

 (iii) This Option may not be exercised for a fraction of a Share. 

(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A
(the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate
Exercise Price. 
 No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with
Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. 

3. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at
the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto
as Exhibit B. 
 4. Lock-Up Period. Optionee hereby agrees that, if so requested by the Company or any representative of the
underwriters (the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise transfer any Shares or other securities of the
Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”) following the effective date of a registration
statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company
to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. 

  
 -3- 








 5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee: 
 (a) cash; 

(b) check; 
 (c) consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or 
 (d) surrender of
other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal
to the aggregate Exercise Price of the Exercised Shares. 
 (e) with the Administrator’s consent, delivery of Optionee’s
promissory note (the “Note”) in the form attached hereto as Exhibit E, in the amount of the aggregate Exercise Price of the Exercised Shares together with the execution and delivery by the Optionee of the Security Agreement attached
hereto as Exhibit D. The Note shall bear interest at the “applicable federal rate” prescribed under the Code and its regulations at time of purchase, and shall be secured by a pledge of the Shares purchased by the Note pursuant to
the Security Agreement. 
 6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been
approved by the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 

7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 

8. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such
term only in accordance with the Plan and the terms of this Option. 
 9. Tax Consequences. Set forth below is a brief summary as of
the date of this Option of some of the federal tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A
TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 
 (a) Exercise of ISO. If this Option qualifies as an ISO,
there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the
alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise. 

  
 -4- 








 (b) Exercise of ISO Following Disability. If the Optionee ceases to be an Employee as a
result of a disability that is not a total and permanent disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months of such termination for
the ISO to be qualified as an ISO. 
 (c) Exercise of Nonstatutory Stock Option. There may be a regular federal income tax liability
upon the exercise of a Nonstatutory Stock Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a
percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 

(d) Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the
Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and at least two years after the Date of Grant, any
gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain
realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (i) the Fair Market Value of the Shares on the date of exercise,
or (ii) the sale price of the Shares. Different rules may apply if the Shares are subject to a substantial risk of forfeiture (within the meaning of Section 83) at the time of purchase. Any additional gain will be taxed as capital gain,
short-term depending on the period that the ISO Shares were held. 
 (e) Notice of Disqualifying Disposition of ISO Shares. If the
Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two years after the Date of Grant, or (ii) the date one year
after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the
Optionee. 
 (f) Section 83(b) Election for Unvested Shares Purchased Pursuant to Options. With respect to the exercise of an
Option for unvested Shares, an election may be filed by the Optionee with the Internal Revenue Service, within 30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference
between the purchase price of the Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Optionee on the date of exercise, measured by the
excess, if any, of the fair market value of the Shares, at the time the Option is exercised over the purchase price for the Shares. Absent such an election, taxable income will be measured and recognized by Optionee at the time or times on


  
 -5- 








 
which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Optionee for alternative minimum tax
purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the option is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will
be measured and recognized by Optionee at the time or times on which the Company’s Repurchase Option lapses. Optionee is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and
the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. 

OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION
83(b), EVEN IF OPTIONEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON OPTIONEE’S BEHALF. 
 10. Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws but not the choice of law rules of Texas. 
 11. No Guarantee of Continued Service.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE. 
 Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this
Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee
further agrees to notify the Company upon any change in the residence address indicated below. 

  
 -6- 









					
	OPTIONEE:	 		 	XTERA COMMUNICATIONS, INC.
			
	  
	 		 	  

	Signature	 		 	By
			
	 «Name»
	 		 	  

	Print Name	 		 	Title
			
	 «Address»
	 		 	
			
	 «City», «State» «Zip»
	 		 	
	Residence Address	 		 	


  
 -7- 








 EXHIBIT A 

XTERA COMMUNICATIONS, INC. 

1999 STOCK PLAN 

EXERCISE NOTICE 
 Xtera Communications,
Inc. 
 500 W. Bethany Drive 
 Allen, TX 75013 

Attention: Corporate Secretary 
 1. Exercise
of Option. Effective as of today,             ,         , the undersigned (“Optionee”) hereby elects to exercise Optionee’s option
to purchase                  shares of the Common Stock (the “Shares”) of Xtera Communications, Inc. (the “Company”) under and pursuant to the
Company’s 1999 Stock Plan (the “Plan”) and the [    ] Incentive [    ] Nonstatutory Stock Option Agreement dated             ,
         (the “Option Agreement”). 
 2. Delivery of Payment. Purchaser herewith
delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement. 
 3. Representations of
Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 

4. Rights as Shareholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the
Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan. 

5. Company’s Right of First Refusal. Before any Shares held by Optionee or any transferee (either being sometimes referred to
herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth
in this Section (the “Right of First Refusal”). 
 (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver
to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed
Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and
the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 







 (b) Exercise of Right of First Refusal. At any time within thirty (30) days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the
purchase price determined in accordance with subsection (c) below. 
 (c) Purchase Price. The purchase price (“Purchase
Price”) for the Shares purchased by the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith. 
 (d) Payment. Payment of the Purchase Price shall be made, at
the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination
thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. 
 (e) Holder’s Right
to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such
Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in
accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the
Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be
sold or otherwise transferred. 
 (f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section
notwithstanding, the transfer of any or all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate
family shall be exempt from the provisions of this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall
receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section. 

(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the first sale of Common
Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended. 

6. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or
disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax
advice. 

  
 -2- 








 7. Restrictive Legends and Stop-Transfer Orders. 

(a) Legends. Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS
HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF
FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 
 (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records. 
 (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books
any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to
whom such Shares shall have been so transferred. 
 8. Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Optionee and his or
her heirs, executors, administrators, successors and assigns. 
 9. Interpretation. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.


  
 -3- 








 10. Governing Law; Severability. This Agreement is governed by the internal substantive
laws, but not the choice of law rules, of Texas. 
 11. Entire Agreement. The Plan and Option Agreement are incorporated herein by
reference. This Agreement, the Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and
Optionee. 
  

					
	Submitted by:	 		 	Accepted by:
			
	OPTIONEE:	 		 	XTERA COMMUNICATIONS, INC.
			
	  
	 		 	  

	Signature	 		 	By
			
	 «Name»
	 		 	  

	Print Name	 		 	Its
			
	Address:	 		 	Address:
			
	 «Address»
	 		 	500 W. Bethany Drive
		 		 	Allen, TX 75013
			
	 «City», «State» «Zip»
	 		 	
		 		 	  

		 		 	Date Received


  
 -4- 








 EXHIBIT B 

INVESTMENT REPRESENTATION STATEMENT 
  

					
	OPTIONEE	 	:	    	
			
	COMPANY	 	:	    	XTERA COMMUNICATIONS, INC.
			
	SECURITY	 	:	    	COMMON STOCK
			
	AMOUNT	 	:	    	
			
	DATE	 	:	    	

 In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the
Company the following: 
 (a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s own account only and not with a view to, or for resale in connection
with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

(b) Optionee acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have
not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. In this connection,
Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee’s representation was predicated solely upon a present intention to hold these Securities for
the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future. Optionee further
understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under
no obligation to register the Securities. Optionee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not
required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws. 
 (c)
Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer
thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration
under the Securities Act. In the event the Company becomes subject 







 
to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may
require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited “broker’s
transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company,
(3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were sold by an affiliate of the
Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections
(1), (2), (3) and (4) of the paragraph immediately above. 
 (d) Optionee further understands that in the event all of the
applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are
not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a
substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Optionee
understands that no assurances can be given that any such other registration exemption will be available in such event. 
  

	
	Signature of Optionee:
	
	  



 Date:             ,
         

  
 -2- 








 EXHIBIT C-1 

XTERA COMMUNICATIONS, INC. 

1999 STOCK PLAN 

RESTRICTED STOCK PURCHASE AGREEMENT 

THIS AGREEMENT is made between
                                         (the
“Purchaser”) and Xtera Communications, Inc. (the “Company”) as of             ,         . 

RECITALS 
 (1) Pursuant to
the exercise of the stock option (grant number     ) granted to Purchaser under the Company’s 1999 Stock Plan (the “Plan”) and pursuant to the Stock Option Agreement (the “Option Agreement”) dated
                     by and between the Company and Purchaser with respect to such grant, which Plan and Option Agreement are hereby incorporated by
reference, Purchaser has elected to purchase                  of those shares which have not become vested under the vesting schedule set forth in the Option Agreement
(“Unvested Shares”). The Unvested Shares and the shares subject to the Option Agreement which have become vested are sometimes collectively referred to herein as the “Shares”. 

(2) As required by the Option Agreement, as a condition to Purchaser’s election to exercise the option, Purchaser must execute this
Restricted Stock Purchase Agreement, which sets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the Option. 

1. Repurchase Option. 

(a) If Purchaser’s status as a Service Provider is terminated for any reason, including for cause, death, and disability, the Company
shall have the right and option to purchase from Purchaser, or Purchaser’s personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the lesser of the per share price
originally paid by the Purchaser for such Shares or the Fair Market Value (as defined in the Company’s 1999 Stock Plan) per Share as of the date of repurchase, in each case as adjusted for stock splits, stock dividends and similar events having
occurred since the grant date of the Option (the “Repurchase Option”). 
 (b) Upon the occurrence of a termination, the Company
may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the
Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the
holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. 







 (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank
selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. 

(d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety
(90) days following the termination, the Repurchase Option shall terminate. 
 (e) The Repurchase Option shall terminate in accordance
with the Vesting Schedule in Optionee’s Option Agreement. 
 2. Transferability of the Shares; Escrow. 

(a) Purchaser hereby authorizes and directs the secretary of the Company, or such other person designated by the Company, to transfer the
Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company. 
 (b) To insure the availability for
delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the secretary, or any other person designated by the Company as escrow agent, as its
attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the secretary of the
Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock
assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its purchase right as provided in Section 1, until
such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company’s obligations under this Agreement, the spouse of the Purchaser, if any, shall execute and deliver to the
Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in the escrow agent’s
possession belonging to the Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent
if so required pursuant to other restrictions imposed pursuant to this Agreement. 
 (c) The Company, or its designee, shall not be liable
for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment. 

(d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any
transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.


  
 -2- 








 3. Ownership, Voting Rights, Duties. This Agreement shall not affect in any way the
ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein. 
 4. Legends. The share
certificate evidencing the Shares issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws): 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 5. Adjustment for
Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company
after the date of this Agreement. 
 6. Notices. Notices required hereunder shall be given in person or by registered mail to the
address of Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices. 
 7.
Survival of Terms. This Agreement shall apply to and bind Purchaser and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. 

8. Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an
Option for unvested Shares, an election may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference
between the purchase price of the Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the
excess, if any, of the fair market value of the Shares, at the time the Option is exercised over the purchase price for the Shares. Absent such an election, taxable income will be measured and recognized by Purchaser at the time or times on which
the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if
any, of the fair market value of the Shares, at the time the option is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times
on which the Company’s Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under
Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. 

  
 -3- 








 PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S
TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF. 

9. Representations. Purchaser has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Purchaser understands that he (and not the Company) shall
be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 

10. Governing Law. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of Texas. 

Purchaser represents that he has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement. 

  
 -4- 








 IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above. 

 

	
	“COMPANY”
	
	XTERA COMMUNICATIONS, INC.
	
	  

	By
	
	  

	Title
	
	“PURCHASER”
	
	  

	Signature
	
	  

	Printed Name
	
	  

	Soc. Sec. No.
	
	Address:
	
	  

	
	  




  
 -5- 








 EXHIBIT C-2 

ASSIGNMENT SEPARATE FROM CERTIFICATE 

FOR VALUE RECEIVED I,
                                    , hereby sell, assign and
transfer unto Xtera Communications, Inc. (                ) shares of the Common Stock of Xtera Communications, Inc. standing in my name of the books of said corporation
represented by Certificate No.      herewith and do hereby irrevocably constitute and appoint
                                         to
transfer the said stock on the books of the within named corporation with full power of substitution in the premises. 
 This Stock
Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between Xtera Communications, Inc. and the undersigned dated             ,
        . 
 Dated:             ,
         
  

			
	Signature:	 	  



 INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is
to enable the Company to exercise its “repurchase option,” as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser. 







 EXHIBIT C-3 

JOINT ESCROW INSTRUCTIONS 

            ,          

Xtera Communications, Inc. 
 500 W. Bethany Drive 

Allen, TX 75013 
 Attention: Corporate Secretary 

Dear                     : 

As Escrow Agent for both Xtera Communications, Inc. (the “Company”), and the undersigned purchaser of stock of the Company (the
“Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (“Agreement”) between the Company and the undersigned, in
accordance with the following instructions: 
 1. In the event the Company and/or any assignee of the Company (referred to collectively for
convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the
purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of
said notice. 
 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question,
(b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the
purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s repurchase option. 

3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder
and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such
securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required
applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 

4. Upon written request of the Purchaser, but no more than once per calendar year, unless the Company’s repurchase option has been
exercised, you will deliver to Purchaser a certificate or certificates representing so many shares of stock as are not then subject to the Company’s repurchase option. Within 120 days after cessation of Purchaser’s continuous








 
employment by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Purchaser a certificate or certificates representing the aggregate number of shares held
or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s repurchase option. 

5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to
Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder. 
 6. Your duties
hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 
 7. You shall be obligated
only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by
the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice
of your own attorneys shall be conclusive evidence of such good faith. 
 8. You are hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you
obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 
 9. You shall not be
liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 

10. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions
or any documents deposited with you. 
 11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary
properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 

12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you
shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 

13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments. 

  
 -2- 








 14. It is understood and agreed that should any dispute arise with respect to the delivery and/or
ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either
by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to
institute or defend any such proceedings. 
 15. Any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such
other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto. 
  

					
	COMPANY:	  	Xtera Communications, Inc.	  	
		  	500 W. Bethany Drive	  	
		  	Allen, TX 75013	  	
		  	Attention: Corporate Secretary	  	
			
	PURCHASER:	  	  
	  	
			
		  	  
	  	
			
		  	  
	  	
			
	ESCROW AGENT:	  	Corporate Secretary	  	
		  	Xtera Communications, Inc.	  	
		  	500 W. Bethany Drive	  	
		  	Allen, TX 75013	  	

 16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint
Escrow Instructions; you do not become a party to the Agreement. 
 17. This instrument shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns. 

  
 -3- 








 18. These Joint Escrow Instructions shall be governed by the internal substantive laws, but not
the choice of law rules, of the State of Texas. 
  

	
	XTERA COMMUNICATIONS, INC.
	
	  

	By
	
	  

	Title
	
	PURCHASER
	
	  

	Signature
	
	  

	Typed or Printed Name
	
	ESCROW AGENT
	
	  

	Corporate Secretary



  
 -4- 








 EXHIBIT E 

NOTE 
  

			
	$        	 	Dallas, TX
		
	            , 2000	 	

 FOR VALUE RECEIVED,
                                         and his
spouse referred below, if any (collectively, the “Debtor”), promises to pay to Xtera Communications, Inc., a Delaware corporation (the “Company”), or order, the principal sum of
                                        
($        ), together with interest on the unpaid principal hereof from the date hereof at the rate of              percent
(    %) per annum, compounded semiannually. 
 Principal and interest shall be due and payable by Debtor on
            ,         . Payment of principal and interest shall be made in lawful money of the United States of America. 

The undersigned Debtor may at any time prepay all or any portion of the principal or interest owing hereunder. 

This Note is subject to the terms of the Option granted to Debtor by the Company, dated as of
                    . This Note is secured in part by a pledge of the Company’s Common Stock under the terms of a Security Agreement of even
date herewith and is subject to all the provisions thereof. 
 The holder of this Note shall have full recourse against the undersigned
Debtor, and shall not be required to proceed against the collateral securing this Note in the event of default. 
 In the event the
undersigned shall cease to be an employee, director or consultant of the Company for any reason, this Note shall, at the option of the Company, be accelerated, and the whole unpaid balance on this Note of principal and accrued interest shall be
immediately due and payable. 
 Should any action be instituted for the collection of this Note, the reasonable costs and attorneys’
fees therein of the holder shall be paid by the undersigned Debtor. 
  

					
	DEBTOR	 		 	SPOUSE (if applicable)
			
	  
	 		 	  

			
	  
	 		 	  









 AMENDMENT 

TO THE 
 XTERA
COMMUNICATIONS, INC. 
 1999 STOCK PLAN 

This Amendment (the “Amendment”) to the 1999 Stock Plan, as attached hereto as Exhibit A (the
“Plan”), of Xtera Communications, Inc. (the “Company”), is effective as of the 5th day of November, 2009 (the “Effective Date”). Capitalized terms not otherwise defined in this
Amendment shall have the meanings ascribed to them in the Plan. 
 RECITALS 

 

	 	A.	Pursuant to the powers vested in the Board in Section 12 of the Plan, the Company wishes to amend Section 3 therein to reflect certain changes in the maximum number of shares issuable.


  

	 	B.	The Board duly approved and adopted this Amendment on November 4, 2009. 

  

	 	C.	The Stockholders duly approved and adopted this Amendment on November 5, 2009. 


AMENDMENT TO THE PLAN 
 1.
In consideration of the recitals referenced above, the Company hereby adopts the following amendments to the Plan: 
 Upon the Effective
Date, the first paragraph of Section 3 of the Plan is hereby deleted in its entirety and the following is inserted in lieu thereof: 

“Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold
under the Plan is 24,173,494 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.” 
 IN WITNESS
WHEREOF, the undersigned officer of the Company certifies that the Amendment was duly adopted by the Board on November 4, 2009 and the Stockholders on November 5, 2009. The Company hereby executes the Amendment as of the Effective
Date. 
  

			
	XTERA COMMUNICATIONS, INC.
		
	By:	 	 /s/ Jon R. Hopper

		 	Jon R. Hopper, Chief Executive Officer









 AMENDMENT 

TO THE 
 XTERA
COMMUNICATIONS, INC. 
 1999 STOCK PLAN 

This Amendment (the “Amendment”) to the 1999 Stock Plan, as attached hereto as Exhibit A (the
“Plan”), of Xtera Communications, Inc. (the “Company”), is effective as of the 8th day of December, 2009 (the “Effective Date”). Capitalized terms not otherwise defined in this
Amendment shall have the meanings ascribed to them in the Plan. 
 RECITALS 

 

	 	A.	Pursuant to the powers vested in the Board in Section 14 of the Plan, the Company wishes to amend Section 6 therein to reflect certain changes to the term of the Plan. 


 

	 	B.	The Board duly approved and adopted this Amendment on November 2, 2009. 

  

	 	C.	The Stockholders duly approved and adopted this Amendment on December 8, 2009. 


AMENDMENT TO THE PLAN 
 1.
In consideration of the recitals referenced above, the Company hereby adopts the following amendments to the Plan: 
 Upon the Effective
Date, Section 6 of the Plan is hereby deleted in its entirety and the following is inserted in lieu thereof: 
 “Term of
Plan. The Plan shall become effective upon its adoption by the Board. It shall continue in effect until December 31, 2010 unless sooner terminated under Section 14 of the Plan.” 

IN WITNESS WHEREOF, the undersigned officer of the Company certifies that the Amendment was duly adopted by the Board on
November 2, 2009 and the Stockholders on December 8, 2009. The Company hereby executes the Amendment as of the Effective Date. 
  

			
	XTERA COMMUNICATIONS, INC.
		
	By:	 	 /s/ Jon R. Hopper

		 	Jon R. Hopper, Chief Executive Officer









 AMENDMENT 

TO THE 
 XTERA
COMMUNICATIONS, INC. 
 1999 STOCK PLAN 

This Amendment (the “Amendment”) to the 1999 Stock Plan, as attached hereto as Exhibit A (the
“Plan”), of Xtera Communications, Inc. (the “Company”), is effective as of September 23, 2011 (the “Effective Date”). Capitalized terms not otherwise defined in this
Amendment shall have the meanings ascribed to them in the Plan. 
 RECITALS 

 

	 	A.	Pursuant to the powers vested in the Board in Section 12 of the Plan, the Company wishes to amend Section 3 therein to reflect certain changes in the maximum number of shares issuable.


  

	 	B.	The Board duly approved and adopted this Amendment on September 22, 2011. 

  

	 	C.	The Stockholders duly approved and adopted this Amendment on September 22, 2011. 


AMENDMENT TO THE PLAN 
 1.
In consideration of the recitals referenced above, the Company hereby adopts the following amendments to the Plan: 
 Upon the Effective
Date, the first paragraph of Section 3 of the Plan is hereby deleted in its entirety and the following is inserted in lieu thereof: 

“Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold
under the Plan is 20,255,406 Shares. The Shares may be authorized but unissued, or reacquired Common Stock. Notwithstanding any other provision in this Plan, on and after September 23, 2011, no further options shall be granted under the terms
of this Plan.” 
 IN WITNESS WHEREOF, the undersigned officer of the Company certifies that the Amendment was duly adopted by
the Board on September 22, 2011 and the Stockholders on September 22, 2011. The Company hereby executes the Amendment as of the Effective Date. 
  

			
	XTERA COMMUNICATIONS, INC.
		
	By:	 	 /s/ Paul J. Colan

		 	Paul J. Colan, Chief Financial Officer