EX-4.2



 Exhibit 4.2 

XTERA COMMUNICATIONS, INC. 

AMENDED AND RESTATED VOTING AGREEMENT 

This Amended and Restated Voting Agreement (the “Agreement”) is made as of August 1, 2007, by and among Xtera
Communications, Inc., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock set forth on Exhibit A attached to this Agreement (individually, a “Common
Stockholder,” and collectively, the “Common Stockholders”), and the holders of the Series A-1 Convertible Preferred Stock, par value $0.001 per share (“Series A-1 Preferred
Stock”), and the Series B-1 Convertible Preferred Stock, par value $0.001 per share (“Series B-1 Preferred Stock,” and together with the Series A-1 Preferred Stock, the “Preferred
Stock”), of the Company set forth on Exhibit B attached to this Agreement (individually, an “Investor,” collectively, the “Investors,” and together with the Common
Stockholders, the “Stockholders”). 
 RECITALS 

The Company and certain of the Investors are parties to the Series B-1 Preferred Stock Purchase Agreement, dated as of the date of this
Agreement (as amended or otherwise modified from time to time, the “Purchase Agreement”), pursuant to which the Company has agreed to sell, and such Investors have agreed to purchase, shares of Series B-1 Preferred Stock,
subject to certain conditions, including the execution and delivery of this Agreement; 
 The Company, certain Common Stockholders and
certain of the Investors (the “Existing Stockholders”) have previously entered into the Voting Agreement dated as of August 12, 2003 (the “Prior Agreement”); 

The Prior Agreement may be amended, and any provision therein waived, with the consent of the Company, the holders of at least a majority of
the Series A-1 Preferred Stock and the holders of a majority of the Common Stock then outstanding and held by the Existing Stockholders; 

The Company and the Existing Stockholders, as holders of at least a majority of the Series A-1 Preferred Stock and a majority of the
Common Stock then outstanding and held by such Existing Stockholders, desire to amend and restate the Prior Agreement and to accept the rights and obligations created pursuant hereto in lieu of the rights and obligations created under the Prior
Agreement; 
 To induce the Investors to enter into the Purchase Agreement and purchase shares of Series B-1 Preferred Stock
thereunder, the Company, the Common Stockholders and the Investors desire to enter into this Agreement to set forth certain rights and obligations of the Stockholders; 







 NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises set
forth in this Agreement, the parties to this Agreement agree as follows: 
 1. Certain Definitions. For purposes of this
Agreement, the following terms have the following meanings: 
 (a) an “Affiliate” of an entity shall mean any person
or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such entity and with respect to any entity which is a partnership, any partner and affiliated partnership managed
by the same management company or managing general partner or by an entity which controls, is controlled by, or is under common control with such management company or managing general partner. 

(b) “IPO” means the first closing of a bona fide, firm commitment underwritten public offering pursuant to an
effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of securities for the account of the Corporation to the public (A) at a price per share of Common Stock of not less than $3.46028 per
share (subject to proportionate adjustment in the event of a stock split, reverse stock split, reclassification or stock dividend), (B) with respect to which the Corporation receives aggregate net proceeds (after deduction of underwriting
discounts and commissions) of not less than $75,000,000, and (C) with respect to which such Common Stock is listed for trading on either the New York Stock Exchange or the NASDAQ National Market. 

(c) “On an as-converted basis” means taking into account all of the issued and outstanding shares of Common Stock of
the Company, all issued and outstanding shares of Preferred Stock and other issued and outstanding securities convertible into Common Stock of the Company, each on an as-converted basis. 

(d) “Stock” means and includes all Common Stock and Preferred Stock of the Company (whether already issued or issuable
upon conversion of Preferred Stock). 
 (e) “Transfer” means and includes any sale, assignment, encumbrance,
hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including but not limited to transfers to receivers, levying creditors, trustees or receivers in bankruptcy
proceedings, or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, except: 

(i) any transfers of Stock to the Stockholder’s spouse, lineal descendant or antecedent, father, mother, brother or sister of the
Stockholder, the adopted child or adopted grandchild of the Stockholder, or the spouse of any child, adopted child, grandchild or adopted grandchild of the Stockholder, or to a trust or trusts for the exclusive benefit of the Stockholder or the
Stockholder’s family members as listed in this Section 1(g)(i); or 
 (ii) any transfers of Stock to an Affiliate; 

provided that in each and all such cases, (A) the Stockholder shall inform the Company by written notice prior to effecting such permitted transfer of
Stock, and (B) such transferee or Affiliate, as the case may be, shall furnish the Company with an executed counterpart copy of this Agreement and 

  
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agree to become bound thereby as was the Stockholder. Such transferred Stock shall remain “Stock” hereunder, and the transferee shall be treated as was the Stockholder of such Stock
hereunder, and shall assume all rights and obligations of such Stockholder hereunder. 
 2. Drag-A-Long Rights. 

(a) If, at any time, holders of at least 75% of the then outstanding shares of Preferred Stock, voting together as a single class, vote in
favor of any Liquidation Event as defined in the Amended and Restated Certificate of Incorporation (the “Restated Certificate”) of the Company (an “Approved Sale”), all Stockholders shall consent to
and raise no objections against the Approved Sale, and if the Approved Sale is structured as (A) a merger, share exchange or consolidation of the Company, or a sale of all or substantially all of the assets of the Company or any other form of
corporate reorganization, each Stockholder shall vote all of its Stock and other voting securities of the Company owned or held by such Stockholder in favor of the Approved Sale and shall waive any dissenters rights, appraisal rights or similar
rights in connection with such merger, consolidation or sale, or (B) a sale of all or substantially all of the capital stock of the Company, the Stockholders shall agree to sell all their shares of Common Stock and Preferred Stock which are the
subject of the Approved Sale, on the terms and conditions of such Approved Sale. The Stockholders shall take all necessary and desirable actions in connection with the consummation of the Approved Sale, including the execution of such agreements and
such instruments and other actions reasonably necessary to (1) provide customary representations, warranties, indemnities, and escrow arrangements relating to such Approved Sale and (2) effectuate the allocation and distribution of the
aggregate consideration upon the Approved Sale as set forth in Section 2(b)(i) below. The Stockholders shall be permitted to sell their shares of capital stock pursuant to an Approved Sale without complying with the provisions of
rights of first refusal or co-sale provisions in favor of the Company or the other Stockholders. 
 (b) The obligations of the
Stockholders pursuant to this Section 2 are subject to the satisfaction of the following conditions: 
 (i) upon the
consummation of the Approved Sale, each Stockholder shall receive the same proportion of the aggregate consideration from such Approved Sale that such holder would have received if such aggregate consideration had been distributed by the Company in
complete liquidation pursuant to the rights and preferences set forth in the Restated Certificate as in effect immediately prior to such Approved Sale (giving effect to applicable liquidation preferences); 

(ii) if any Stockholders of a class are given an option as to the form and amount of consideration to be received, all Stockholders of such
class will be given the same option; 
 (iii) no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the
consummation of the Approved Sale (excluding modest expenditures for postage, copies, etc.) and no Stockholder shall be obligated to pay any portion (or shall be entitled to be reimbursed by the Company for that portion paid) that is more than its
pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale, to the extent such costs are incurred for the benefit of all


  
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Stockholders, and are not otherwise paid by the Company or the acquiring party (costs incurred by or on behalf of a Stockholder for its sole benefit will not be considered costs of the
transaction hereunder), provided that a Stockholder’s liability for such expenses shall be limited to the total purchase price received by such Stockholder for its shares of capital stock; 

(iv) no Stockholder shall be required to provide any representations, warranties or indemnities (other than pursuant to an escrow of
consideration proportionate to the amount receivable under this Section 2) in connection with the Approved Sale, other than those representations, warranties and indemnities, which indemnities shall be several and not joint, concerning
each Stockholder’s valid ownership of shares of capital stock and stock equivalents, free of all liens and encumbrances (other than those arising under applicable securities laws), provided that a Stockholder’s indemnification obligations
shall be limited to the total purchase price received by such Stockholder for its shares of capital stock, and each Stockholder’s authority, power, and right to enter into and consummate such purchase or merger agreement without violating any
other agreement to which such Stockholder is a party or its assets are bound; and 
 (v) if some or all of the consideration received in
connection with the Approved Sale is other than cash, then the valuation of such assets shall be determined in accordance with Article IV, Section 2(d) of the Restated Certificate. The determination of value shall be final and
binding on all parties. 
 (c) If the Company and any of the Stockholders or their representatives, enter into any negotiation or
transaction for which Rule 506 under the Securities Act of 1933, as amended (the “Securities Act), (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger,
consolidation or other reorganization), each Stockholder who is not an accredited investor (as such term is defined in Rule 501 under the Securities Act) will, at the request of the Company or the Investors, appoint a purchaser representative (as
such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Company or such Stockholders. 
 3.
Restrictive Legend and Stop Transfer Orders. 
 (a) Legend. Each Stockholder understands and agrees that the Company will
cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents or instruments evidencing ownership of Stock by the Stockholder: 

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES AND THE COMPANY.
A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH VOTING AGREEMENT IS BINDING ON CERTAIN TRANSFEREES OF THESE SHARES.” 

(b) Stop Transfer Instructions. Each Stockholder agrees, to ensure compliance with the restrictions referred to herein, that the
Company may issue appropriate “stop transfer” certificates or instructions and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its records. 

(c) Transfers. No securities shall be Transferred by Stockholder unless (i) such Transfer is made in compliance with all of the
terms of this Agreement and in compliance with the terms of applicable federal and state securities laws and (ii) prior to such Transfer, the Transferee or Transferees sign(s) a counterpart to this Agreement pursuant to which it or they agree
to be bound by the terms of this Agreement. The Company shall not be required (a) to Transfer on its books any shares that shall have been sold or Transferred in violation of any of the provisions of this Agreement or (b) to treat as the
owner of such shares or to accord the right to vote as such owner or to pay dividends to any Transferee to whom such shares shall have been so Transferred. 

  
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 4. Termination and Waiver. 

(a) Termination. This Agreement will terminate upon an IPO. 

(b) Waiver. Any waiver by a party of its rights hereunder will be effective only if evidenced by a written instrument executed by such
party or its authorized representative; provided, however, that one or more Investors holding at least a majority of the shares of Common Stock and Preferred Stock (voting together as a single class and not as a separate series, and on an as
converted basis) of the Company held by all Investors may waive any of the rights of all Investors hereunder. 
 5. Miscellaneous
Provisions. 
 (a) Notice. Any notice required or permitted to be given to a party pursuant to the provisions of this
Agreement will be in writing and will be effective on (i) the date of delivery by facsimile, or (ii) the business day after deposit with a nationally-recognized courier or overnight service, including Express Mail, for United States
deliveries or (iii) five (5) business days after deposit in the United States mail by registered or certified mail for United States deliveries. All notices not delivered personally or by facsimile will be sent with postage and other
charges prepaid and properly addressed to the party to be notified at the address set forth below such party’s signature on this Agreement or at such other address as such party may designate by ten (10) days advance written notice to the
other parties hereto. Notwithstanding the foregoing, all notices for delivery outside the United States shall be sent by facsimile (in which case said notice shall be deemed effective as of the next business day following the date of transmission)
or nationally recognized courier (in which case said notice shall be deemed effective as of the fifth day following the date of mailing). Any notice given hereunder to more than one person will be deemed to have been given, for purposes of counting
time periods hereunder, on the date given to the last party required to be given such notice. Notices to the Company will be marked to the attention of the Chief Executive Officer. 

(b) Binding on Successors and Assigns: Inclusion Within Certain Definitions. This Agreement, and the rights and obligations of the
parties hereunder, will inure to the benefit of, and be binding upon, their respective successors, assigns, heirs, executors, administrators and legal representatives. Any permitted Transferee of a Stockholder who is required to become a party
hereto will be considered a “Stockholder” for purposes of this Agreement. 

  
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 (c) Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect, such provision will be enforced to the maximum extent possible and such invalidity, illegality or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if such
invalid, illegal or unenforceable provision had (to the extent not enforceable) never been contained herein. 
 (d) Amendment. This
Agreement may be amended only by a written instrument executed by (i) the Company, (ii) the holders of a majority of the shares of Stock held by the Common Holders, and (iii) the holders of a majority, which majority must include the
holders of at least a majority of the Series B-1 Preferred Stock, of the shares of Stock (voting together as a single class and not as a separate series, and on an as converted basis) held by the Investors; provided, however, that in the event such
amendment adversely affects the obligations and/or rights of an Investor in a different manner than the other Investors, such amendment shall also require the written consent of such Investor. 

(e) Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware as applied to contracts made
and to be performed entirely within that state between residents of that state. 
 (f) Obligation of Company. The Company and the
Stockholders agree to use their best efforts to enforce the terms of this Agreement, to inform the other Stockholders of any breach hereof (to the extent of the Company’s knowledge thereof) and to assist the Stockholders in the exercise of
their rights thereunder. 
 (g) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which together shall constitute one instrument. 
 (h) Further Assurances. Each party hereby agrees to
execute and deliver all such further instruments and documents and take all such other actions as the other party may reasonably request in order to carry out the intent and purposes of this Agreement. 

(i) Entire Agreement; Successors and Assigns. This Agreement and the exhibits hereto constitute the entire agreement between the
Company and each Investor relative to the subject matter hereof. Any previous agreement between the Company and each Stockholder regarding the subject matter hereof is terminated and superseded by this Agreement. Subject to the exceptions
specifically set forth in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective executors, administrators, heirs, successors and assigns of the parties. 

(j) Conflict. In the event of any conflict between the terms of this Agreement and the Company’s Restated Certificate, or its
Bylaws, the terms of the Company’s Restated Certificate or Bylaws, as the case may be, will control. In the event of any conflict between the terms of this 

  
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Agreement and any other agreement to which the Stockholder is a party or by which such Stockholder is bound, the terms of this Agreement will control. In the event of any conflict between the
Company’s books and records and this Agreement or any notice delivered hereunder, the Company’s books and records will control absent fraud or error. 

(k) Dispute Resolution. All disputes, claims, or controversies arising out of or relating to this Agreement, or any other agreement
executed and delivered pursuant to this Agreement, or the negotiation, validity or performance hereof and thereof or the transactions contemplated hereby and thereby, that are not resolved by mutual agreement shall be resolved solely and exclusively
by binding arbitration to be conducted before J.A.M.S./Endispute, Inc. or its successor. The parties understand and agree that this arbitration provision shall apply equally to claims of fraud or fraud in the inducement. The arbitration shall be
held in New York, New York before a single arbitrator and shall be conducted in accordance with the rules and regulations promulgated by J.A.M.S./Endispute, Inc. unless specifically modified herein. 

The parties covenant and agree that the arbitration shall commence within one hundred twenty (120) days of the date on which a written
demand for arbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may
take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of
interrogatories or the response to requests for admission. In connection with any arbitration, each party shall provide to the other, no later than fourteen (14) business days before the date of the arbitration, the identity of all persons that
may testify at the arbitration, a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert, and a summary of the expert’s opinions and the basis for said opinions. The
arbitrator’s decision and award shall be made and delivered within sixty (60) days of the conclusion of the arbitration. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The
arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby
irrevocably waives any claim to such damages. 
 The parties covenant and agree that they will participate in the arbitration in good faith
and that they will share equally its costs, except as otherwise provided herein. Any party unsuccessfully refusing to comply with an order of the arbitrators shall be liable for costs and expenses, including attorneys’ fees, incurred by the
other party in enforcing the award. This Section 5(k) applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court
without prior arbitration for the limited purpose of avoiding immediate and irreparable harm. The provisions of this Section 5(k) shall be enforceable in any court of competent jurisdiction. 

Subject to the second sentence of the immediately preceding paragraph, the parties shall bear their own attorneys’ fees, costs and
expenses in connection with the arbitration. The parties will share equally in the fees and expenses charged by J.A.M.S. 

  
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 Each of the parties hereto irrevocably and unconditionally consents to the exclusive jurisdiction
of J.A.M.S./Endispute, Inc. to resolve all disputes, claims or controversies arising out of or relating to this Agreement or any other agreement executed and delivered pursuant to this Agreement or the negotiation, validity or performance hereof and
thereof or the transactions contemplated hereby and thereby and further consents to the jurisdiction of the courts of New York, New York for the purposes of enforcing the arbitration provisions of this Section 5(k). Each party further
irrevocably waives any objection to proceeding before J.A.M.S./Endispute, Inc. based upon lack of personal jurisdiction or to the laying of venue and further irrevocably and unconditionally waives and agrees not to make a claim in any court that
arbitration before J.A.M.S./Endispute, Inc. has been brought in an inconvenient forum. Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given. Each of the parties hereto
agrees that its or his submission to jurisdiction and its or his consent to service of process by mail is made for the express benefit of the other parties hereto. 

(l) Trustee Liability. With respect to its signatory capacity and liability as the trustee of The Wellcome Trust, The Wellcome Trust
Limited (the “Trustee”), enters into this Agreement in its capacity as the trustee for the time being of The Wellcome Trust but not otherwise and it is hereby agreed and declared that notwithstanding anything to the contrary
contained or implied in this Agreement: 
 (i) the obligations incurred by the Trustee under or in consequent of this Agreement shall be
enforceable against it or the other trustees of The Wellcome Trust from time to time; and 
 (ii) the liabilities of the Trustee (or such
other trustees as are referred to in paragraph (a) above) in respect of such obligations shall be limited to such liabilities as can, and may lawfully and properly be met out of the assets of The Wellcome Trust for the time being in the hands
or under the control of the Trustee or such other trustees. 
 (m) Aggregation of Stock. The Stock held by any affiliated entities or
persons of an Investor shall be aggregated with such Investor’s Stock solely for purposes of determining whether or not any right granted hereunder is applicable to such Investor. 

[Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year
first above written. 
  

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

		 	Jon R. Hopper
		 	President and Chief Executive Officer
		
	Address:	 	500 W. Bethany Drive, Suite 100
		 	Allen, TX 75013



  
 [AMENDED AND RESTATED
VOTING AGREEMENT] 









							
	[signature block for entities]:	 		 	  

		 		 	 (print name of entity)

				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
	[signature block for individuals]	 		 	  

		 		 	 (signature)

				
		 		 	Print Name:	 	  



  
 [AMENDED AND RESTATED
VOTING AGREEMENT] 








 
			
	INVESTORS:
	
	 THE WELLCOME TRUST LIMITED,

AS TRUSTEE OF THE WELLCOME TRUST

		
	By:	 	 /s/ Sandra Robertson

	Name:	 	 Sandra Robertson

	Title:	 	 6 Head of Portfolio Management

	Address:	 	215 Euston Road,
		 	London NW1 2BE,
		 	United Kingdom



  
 [AMENDED AND RESTATED
VOTING AGREEMENT] 








 
			
	INVESTORS:
	
	NEW ENTERPRISE ASSOCIATES 10, L.P.
		
	By:	 	NEA Partners 10, L.P.
		 	Its General Partner
		
	By:	 	 /s/ C. Richard Kramlich

	Name:	 	 C. Richard Kramlich

	Title:	 	 General Partner

	Address:	 	2490 Sand Hill Road
		 	Menlo Park, CA 94025
	
	NEW ENTERPRISE ASSOCIATES 9, L.P.
	By:	 	NEA Partners 9, L.P.
		 	Its General Partner
		
	By:	 	 /s/ C. Richard Kramlich

	Name:	 	 C. Richard Kramlich

	Title:	 	 General Partner

	Address:	 	2490 Sand Hill Road
		 	Menlo Park, CA 94025
	
	NEA VENTURES 2000, L.P.
		
	By:	 	 /s/ Cindy Crnkovich

	Name:	 	 Cindy Crnkovich

	Title:	 	 Vice President

	Address:	 	2490 Sand Hill Road
		 	Menlo Park, CA 94025



  
 [AMENDED AND RESTATED
VOTING AGREEMENT] 








 
			
	INVESTORS:
	
	ARCH VENTURE FUND III, L.P.
		
	By:	 	ARCH Venture Partners, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director
	
	ARCH VENTURE FUND IV, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director
	
	ARCH VENTURE FUND IVA, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director
	
	ARCH ENTREPRENEURS FUND, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director
	
	ARCH VENTURE FUND VI, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director



  
 [AMENDED AND RESTATED
VOTING AGREEMENT] 








 
			
	INVESTORS:
	
	SEVIN ROSEN FUND VII, L.P.
		
	By:	 	SRB ASSOCIATES VII L.P.,
		 	Its General Partner
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
		
	Address:	 	13455 Noel Rd., Suite 1670
		 	Dallas, TX 75240
	
	SEVIN ROSEN VII AFFILIATES FUND, L.P.
		
	By	 	SRB ASSOCIATES VII L.P.,
		 	Its General Partner
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
		
	Address:	 	13455 Noel Rd., Suite 1670
		 	Dallas, TX 75240
	
	SEVIN ROSEN BAYLESS MANAGEMENT COMPANY
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
		
	Address:	 	13455 Noel Rd., Suite 1670
		 	Dallas, TX 75240



  
 [AMENDED AND RESTATED
VOTING AGREEMENT] 








 
			
	INVESTORS:
	
	COMMUNICATIONS VENTURES IV, L.P.
		
	By:	 	 /s/ ComVen IV, LLC

	Title:	 	General Partner
		
	Address:	 	505 Hamilton Avenue, Ste. 305
		 	Palo Alto, CA 94301
	
	COMMUNICATIONS VENTURES IV CEO FUND, L.P.
		
	By:	 	 /s/ ComVen IV, LLC

	Title:	 	General Partner
		
	Address:	 	505 Hamilton Avenue, Ste. 305
		 	Palo Alto, CA 94301
	
	COMMUNICATIONS VENTURES IV ENTREPRENEURS’ FUND, L.P.
		
	By:	 	 /s/ ComVen IV, LLC

	Title:	 	General Partner
		
	Address:	 	505 Hamilton Avenue, Ste. 305
		 	Palo Alto, CA 94301



  
 [AMENDED AND RESTATED
VOTING AGREEMENT] 








 
					
	INVESTORS:
	
	EDF VENTURES II, LIMITED PARTNERSHIP
		
	By:	 	Enterprise Ventures II, Limited Partnership,
		 	Its General Partner
		
	By:	 	EDM II, Inc.,
		 	Its General Partner
			
		 	By:	 	 /s/ Beau D. Laskey

		 		 	Beau D. Laskey
		 		 	Vice President and Secretary
	
	EDF VENTURES I, LIMITED PARTNERSHIP
		
	By:	 	Enterprise Ventures, Limited Partnership,
		 	Its General Partner
		
	By:	 	EDM, Inc.,
		 	Its General Partner
			
		 	By:	 	 /s/ Beau D. Laskey

		 		 	Beau D. Laskey
		 		 	Vice President and Secretary



  
 [AMENDED AND RESTATED
VOTING AGREEMENT] 








 
			
	INVESTORS:
	
	JON W. BAYLESS, Personal Property
	
	 /s/ Signed by John W. Bayless

	Address:	 	13455 Noel Road, Suite 1670
		 	Two Galleria Tower
		 	Dallas, TX 75240



  
 [AMENDED AND RESTATED
VOTING AGREEMENT] 








 
			
	INVESTORS:
	
	CLIFFORD HIGGERSON
	
	 /s/ Clifford Higgerson

	Address:	 	361 Lytton Ave. 2nd Fl.
		 	Palo Alto, CA 94301



  
 [AMENDED AND RESTATED
VOTING AGREEMENT] 








 EXHIBIT A 

INVESTORS 
 Common Stockholders

 Aether Partners L.P. 

ARCH Entrepreneurs Fund, L.P. 

ARCH Venture Fund III LP 
 ARCH
Venture Fund IV LP 
 Jon Bayless 

Centerpoint Venture Fund III (Q), L.P. 

Centerpoint Venture Fund III, L.P. 

Comventures IV CEO Fund L.P. 

ComVentures IV Entr. Fund L.P. 

ComVentures IV L.P. 
 EDF Ventures
L.P. 
 Patrick Ennis 

Enterprise Dev. Fund II LP 

Deitrich Erdmann 
 Hook
Communications Partners LP 
 Hook Partners V LP 

Infrastructure Co-Invest Fund LP 

Infrastructure Fund L.P. 
 Mohr
Seed Capital II LP 
 New Enterprise Associates 10 L.P. 

New Enterprise Associates 9 L.P. 

Rho Management Trust I 
 Rho
Ventures IV (QP) L.P. 
 Rho Ventures IV GmbH & CO. Beteiligungs KG 

Rho Ventures IV L.P. 
 Sevin Rosen
Fund VII L.P. 
 Sevin Rosen VII Affiliates Fund L.P. 

Star Growth Enterprise, a German Civil Law Partnership (with limitation of liability) 

Star Management of Investments No. II (2000) L.P. 

Star Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 3 

SVE Star Ventures Enterprises GmbH & Co. No. IX KG 

SVM Star Ventures Managementgesellschaft mbH Nr. 3 

Thomas A. Kelley & Associates Profit Sharing Plan 

Trellis Partners II L.P. 
 UNC
Investment Fund LLC 
 University of California Berkeley Foundation 

University of Illinois Foundation 

University Technology Investors 

WS Investment 99B 
 Series A-1 Investors

 Access Technology Partners 

James Adox 
 Aether Partners L.P.

 Aaron Alter 

Americanbuoy & Co. 
 ARCH
Entrepreneurs Fund, L.P. 

  
 1 








 ARCH Venture Fund III LP 

ARCH Venture Fund IV LP 
 ARCH
Venture Fund IVA L.P. 
 ARCH Venture Fund VI, L.P. 

Jon Bayless 
 Anand Bellary 

Donald Don Brooks 
 Thomas Brooks

 Centerpoint Venture Fund III (Q), L.P. 

Centerpoint Venture Fund III, L.P. 

Comventures IV CEO Fund L.P. 

ComVentures IV Entr. Fund L.P. 

ComVentures IV L.P. 

Cronus & Co. 
 Current
Ventures II L.P. 
 Dow Chemical Company 

Drutan Investments Ltd. 
 EDF
Ventures L.P. 
 Patrick Ennis 

Enspire Capital Limited 

Enterprise Dev. Fund II LP 

Deitrich Erdmann 
 Fullpath
Nominess Limited 
 Hambrecht & Quist California 

Hayden H. Harris Living Trust DTD 3-6-98 

Clifford Higgerson 
 Hook
Communications Partners LP 
 Hook Partners V LP 

Infrastructure Co-Invest Fund LP 

Infrastructure Fund L.P. 

InterWest Investors Q VIII 

InterWest Investors VII 

InterWest Investors VIII 

InterWest Partners VII 
 InterWest
Partners VIII 
 Anthony Jeffries 

JP Morgan Partners (BHCA) 
 Judith
A. Thompson Living Trust UTA March 12 1998 
 Kummell Investments Limited 

Beau Laskey 
 Mary L. Campbell
Trust 
 Mohr Seed Capital II LP 

New Enterprise Associates 9 L.P. 

New Enterprise Associates 10 L.P. 

Northgate Partners, a Delaware Multiple Series LLC 

Rahn Group 
 Ram Rao 

Sena Reddy 
 Rell Family Partners
Limited 
 Rho Management Trust I 

Rho Ventures IV (QP) L.P. 
 Rho
Ventures IV GmbH & CO. Beteiligungs KG 

  
 2 








 Rho Ventures IV L.P. 

Dave Segre 
 Sevin Rosen Fund VII
L.P. 
 Sevin Rosen VII Affiliates Fund L.P 

Sam Srinivasan 
 Star Growth
Enterprise, a German Civil Law Partnership (with limitation of liability) 
 Star Management of Investments No. II (2000) L.P. 

Star Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 3 

Sunny Century LLP 
 SVE Star
Ventures Enterprises SVE Star Ventures Enterprises GmbH & Co. No. IX KG 
 SVM Star Ventures Managementgesellschaft mbH Nr. 3 

John Teegen 
 Thomas A.
Kelley & Associates Profit Sharing Plan 
 Thomas S. Porter Restated Trust dated 7-31-98 

Tose Holdings Limited 
 Trellis
Partners II L.P. 
 UNC Investment Fund LLC 

University of California Berkeley Foundation 

University of Illinois Foundation 

University Technology Investors 

Isaac Vaughn 
 WS Investment 99B

 Series B-1 Investors 
 The Wellcome
Trust Limited, as Trustee of The Wellcome Trust 
 New Enterprise Associates 10, L.P. 

New Enterprise Associates 9, L.P. 

ARCH Venture Fund III, L.P. 
 ARCH
Venture Fund IV, L.P. 
 ARCH Venture Fund IVA, L.P. 

ARCH Entrepreneurs Fund, L.P. 

ARCH Venture Fund VI, L.P. 
 Beau
D. Laskey 
 Clifford Higgerson 

Hayden H. Harris Living Trust DTD 3-6-98 

James R. Adox 
 Northgate
Partners, a Delaware Multiple Series LLC 
 Patrick Ennis 

Thomas S. Porter Restated Trust DTD 11-14-05 

Trellis Partners II, L.P. 
 UC
Berkeley Foundation 
 London Pacific Assurance Limited 

EDF Ventures II, Limited Partnership 

The Infrastructure Fund, LP 
 The
Infrastructure Co-Invest Fund, LP 

  
 3 








 XTERA COMMUNICATIONS, INC. 

AMENDMENT NO. 1 TO 

AMENDED AND RESTATED VOTING AGREEMENT 

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT (this “Amendment”) is made and entered into as of
November 15, 2007 by and among Xtera Communications, Inc., a Delaware corporation (the “Company”), certain of the holders of the Company’s Common Stock, par value $0.001 per share (the “Common
Stock”), certain of the holders of the Company’s Series A-1 Convertible Preferred Stock, par value $0.001 per share (“Series A-1 Preferred Stock”), and certain of the holders of the Company’s
Series B-1 Convertible Preferred Stock, par value $0.001 per share (“Series B-1 Preferred Stock”), all as set forth on Schedule A attached to this Agreement (collectively, the “Consenting
Investors”), and each of the persons set forth on Schedule B attached to this Agreement (each a “New Investor,” and collectively, the “New Investors”). 

RECITALS 
 WHEREAS,
the Company, certain of the holders of the Common Stock and each of the holders of Series A-1 Preferred Stock and Series B-1 Preferred Stock previously entered into that certain Amended and Restated Voting Agreement, dated August 1, 2007 (the
“Voting Agreement”); 
 WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger dated as
of November 15, 2007 by and among the Company, ANI Acquisition Corp., and Azea Networks, Inc. (the “Merger Agreement”), each New Investor shall receive shares of Series B-1 Preferred Stock (the “New
Shares”); 
 WHEREAS, as a condition to the closing of the transactions contemplated by the Merger Agreement and the
issuance of the New Shares to the New Investors, each New Investor must execute this Amendment and become a party to the Voting Agreement; 

WHEREAS, Section 5(d) of the Voting Agreement provides that it may only be amended by a written instrument executed by the
Company, the holders of a majority of the shares of Common Stock, and the holders of a majority of the shares of the outstanding capital stock of the Company voting together as a single class on an as converted basis (which majority must include the
holders of a majority of the shares of the Series B-1 Preferred Stock); and 
 WHEREAS, the undersigned, holding the requisite amount
of stock necessary to amend the Voting Agreement, desire to amend the Voting Agreement as provided herein. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 
 1. New Investors.
Each New Investor hereby agrees to become a party to the Voting Agreement and to be bound by each and every term thereof. Each of the New Investors listed on Schedule B attached hereto is hereby added to Exhibit A to the Voting
Agreement as a Series B-1 Investor, and each New Investor shall be deemed an Investor (as such term is defined the Voting Agreement) for all purposes contained in the Voting Agreement. 







 2. Counterparts. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 3. Titles and Subtitles. The
titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment. 

4. Entire Agreement. The Voting Agreement, as modified by this Amendment, and the documents referred to herein and therein constitute
the entire agreement among the parties in respect of the subject matter hereof and thereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein
or therein. 

  
 23 








 IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set
forth above. 
  

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

		 	Jon R. Hopper
		 	President and Chief Executive Officer



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	CONSENTING INVESTORS:
	
	THE WELLCOME TRUST LIMITED,
	AS TRUSTEE OF THE WELLCOME TRUST
		
	By:	 	 /s/ Peter Pereira Gray

	Name:	 	 Peter Pereira Gray

	Title:	 	 Deputy CIO

		
	Address:	 	215 Euston Road,
		 	London NW1 2BE,
		 	United Kingdom



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	NEW ENTERPRISE ASSOCIATES 10,
	LIMITED PARTNERSHIP
		
	By:	 	NEA Partners 10, Limited Partners
		 	Its General Partner
		
	By:	 	 /s/ Mark W. Perry

	Name:	 	 Mark W. Perry

	Title:	 	 General Partner

		
	Address:	 	1119 St. Paul Street
		 	Baltimore, MD 21202
	
	NEW ENTERPRISE ASSOCIATES 9,
	LIMITED PARTNERSHIP
		
	By:	 	NEA Partners 9, Limited Partners
		 	Its General Partner
		
	By:	 	 /s/ Mark W. Perry

	Name:	 	 Mark W. Perry

	Title:	 	 General Partner

		
	Address:	 	1119 St. Paul Street
		 	Baltimore, MD 21202
	
	NEA VENTURES 2000, L.P.
		
	By:	 	NEA Partners 9, Limited Partners
		 	Its General Partner
		
	By:	 	 /s/ Mark W. Perry

	Name:	 	 Mark W. Perry

	Title:	 	 General Partner

		
	Address:	 	1119 St. Paul Street
		 	Baltimore, MD 21202



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	ARCH VENTURE FUND III, L.P.
		
	By:	 	ARCH Venture Partners, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director
	
	ARCH VENTURE FUND IV, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director
	
	ARCH ENTREPRENEURS FUND, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director
	
	ARCH VENTURE FUND IV A, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director
	
	ARCH VENTURE FUND VI, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	SEVIN ROSEN FUND VII, L.P.
		
	By:	 	SRB ASSOCIATES VII L.P.,
		 	Its General Partner
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
		
	Address:	 	13455 Noel Rd., Suite 1670
		 	Dallas, TX 75240
	
	SEVIN ROSEN VII AFFILIATES FUND, L.P.
		
	By	 	SRB ASSOCIATES VII L.P.,
		 	Its General Partner
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
		
	Address:	 	13455 Noel Rd., Suite 1670
		 	Dallas, TX 75240
	
	SEVIN ROSEN BAYLESS MANAGEMENT COMPANY
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	Vice President
		
	Address:	 	13455 Noel Rd., Suite 1670
		 	Dallas, TX 75240



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	COMMUNICATIONS VENTURES IV, L.P.
		
	By:	 	ComVen IV, L.L.C.
		 	Its General Partner
		
	By:	 	 /s/ ComVen IV, LLC

	Title:	 	VP and General Counsel
		
	Address:	 	305 Lytton Avenue
		 	Palo Alto, CA 94301
	
	COMMUNICATIONS VENTURES IV CEO FUND, L.P.
		
	By:	 	ComVen IV, L.L.C.
		 	Its General Partner
		
	By:	 	 /s/ ComVen IV, LLC

	Title:	 	VP and General Counsel
		
	Address:	 	305 Lytton Avenue
		 	Palo Alto, CA 94301
	
	COMMUNICATIONS VENTURES IV ENTREPRENEURS’ FUND, L.P.
		
	By:	 	ComVen IV, L.L.C.
		 	Its General Partner
		
	By:	 	 /s/ ComVen IV, LLC

	Title:	 	VP and General Counsel
		
	Address:	 	305 Lytton Avenue
		 	Palo Alto, CA 94301



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	EDF VENTURES II, LIMITED PARTNERSHIP
		
	By:	 	Enterprise Ventures II, Limited Partnership,
		 	Its General Partner
		
	By:	 	EDM II, Inc.,
		 	Its General Partner
		
	By:	 	 /s/ Linda M. Fingerle

		 	Authorized Signatory
	
	EDF VENTURES I, LIMITED PARTNERSHIP
		
	By:	 	Enterprise Ventures, Limited Partnership,
		 	Its General Partner
		
	By:	 	EDM, Inc.,
		 	Its General Partner
		
	By:	 	 /s/ Linda M. Fingerle

		 	Authorized Signatory



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	THE REGENTS OF THE UNIVERSITY OF MICHIGAN
		
	By:	 	 /s/ The Regents of the University of Michigan

		 	Executive Director, University of Michigan
		 	Technology Transfer



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
	
	CLIFFORD H. HIGGERSON
	
	 /s/ Clifford H. Higgerson




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	NEW INVESTORS:
	
	ACCEL EUROPE L.P.
		
	By:	 	Accel Europe Associates L.P.,
		 	Its General Partner
		
	By:	 	Accel Europe Associates L.L.C.
		 	Its General Partner
		
	By:	 	 /s/ Accel Europe L.P.

		 	Attorney in Fact
	
	ACCEL EUROPE INVESTORS 2003 L.P.
		
	By:	 	Accel Europe Associates L.L.C.
		 	Its General Partner
		
	By:	 	 /s/ Accel Europe Associates L.L.C.

		 	Attorney in Fact
		
	Address:	 	Accel Partners
		 	16 St. James St.
		 	London SW1A 1ER, United Kingdom
		 	Phone: 011 44 20 7170 1000
		 	Facsimile: 011 44 20 7170 1099
	
	With a copy to:
		
		 	Richard Zamboldi
		 	Accel Partners
		 	428 University Avenue
		 	Palo Alto, CA 94301
		 	Phone: (650) 614-4800
		 	Facsimile: (650) 614-4880
		 	E-mail: rzamboldi@accel.com



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	ATLAS VENTURE FUND VI, L.P.
	ATLAS VENTURE ENTREPRENEURS’ FUND VI, L.P.
		
	By:	 	Atlas Venture Associates VI, L.P.
		 	their general partner
	By:	 	Atlas Venture Associates VI, Inc.
		 	its general partner
		
	By:	 	 /s/ Jeanne Larkin Henry

		 	Vice President
	
	ATLAS VENTURE FUND VI GMBH & CO. KG
		
	By:	 	Atlas Venture Associates VI, L.P.
		 	its managing limited partner
	By:	 	Atlas Venture Associates VI, Inc.
		 	its general partner
		
	By:	 	 /s/ Jeanne Larkin Henry

		 	Vice President
		
	Address:	 	890 Winter Street
		 	Suite 320
		 	Waltham, MA 02451



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	QUESTER VENTURE PARTNERSHIP
	acting by its general partner
	Quester Venture Managers Ltd
		
	By:	 	 /s/ Sergio Levi

		
	Name:	 	 Sergio Levi

		
	Title:	 	 Director

	
	QUESTER VCT 4 PLC
		
	By:	 	 /s/ Sergio Levi

		
	Name:	 	 Sergio Levi

		
	Title:	 	 Director

	
	QUESTER VCT 5 PLC
		
	By:	 	 /s/ Sergio Levi

		
	Name:	 	 Sergio Levi

		
	Title:	 	 Director

		
	Address:	 	Quester Capital Management Limited
		 	29 Queen Anne’s Gate
		 	London
		 	SW1H 9BU



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	LAGO VENTURES FUND ONE LIMITED
		
	By:	 	 /s/ Daphne Delaney

		
	Name:	 	 Daphne Delaney

		
	Title:	 	 Director

		
	Address:	 	Lyford Manor
		 	West Building, Lyford Cay
		 	PO Box N-7776 (slot 193)
		 	Nassau, Bahamas
	
	With a copy to:
		
		 	Nadim Nsouli
		 	180 Brompton Road
		 	London SW3 1HQ
		 	United Kingdom
	
	CSK-VC SUSTAINABILITY INVESTMENT FUND
	
	By CSK VENTURE CAPITAL CO., LTD.,
	Its Investment Manager
		
	By:	 	 /s/ Shunichi Ishimura

	Name:	 	Shunichi Ishimura
	Title:	 	President & CEO
	
	Address:
	
	5th Fl, Riviera Minami Aoyama Building
	3-3-3 Minami-Aoyama, Minato-ku,
	Tokyo, 107-0062
	JAPAN
	Attn: Alessandro Araldi
	Tel: +81-(0)3-5771-6411
	Fax: +81-(0)3-5771-6412
	E-mail:



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	TVM V INFORMATION TECHNOLOGY GMBH & CO. KG
		
	By:	 	 /s/ John J. Dibello

		
	Name:	 	 John J. Dibello

		
	Title:	 	 Managing Limited Partner

		
	By:	 	 /s/ Mark G. Cipriano

		
	Name:	 	 Mark G. Cipriano

		
	Title:	 	 Managing Limited Partner





			
		
	Address:	 	
		
		 	Christopher Cobbold
		 	TVM Capital
		 	Maximilianstr. 35, Entrance C
		 	D-80539 Munich
		 	Germany
	
	With a copy to:
		
		 	Stefan Fischer
		 	TVM Capital
		 	Maximilianstr. 35, Entrance C
		 	D-80539 Munich
		 	Germany
	
	and to:
		
		 	Mark G. Cipriano
		 	TVM Capital
		 	101 Arch Street, Suite 1950
		 	Boston, MA 02110
		 	USA



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT 








 SCHEDULE A 

CONSENTING INVESTORS 
 THE WELLCOME TRUST
LIMITED, AS TRUSTEE OF THE WELLCOME TRUST 
 NEW ENTERPRISE ASSOCIATES 10, L.P. 

NEW ENTERPRISE ASSOCIATES 9, L.P. 
 ARCH VENTURE FUND III, L.P.

 ARCH VENTURE FUND IV, L.P. 
 ARCH ENTREPRENEURS FUND, L.P.

 ARCH VENTURE FUND IV A, L.P. 
 ARCH VENTURE FUND VI, L.P.

 SEVIN ROSEN FUND VII, L.P. 
 SEVIN ROSEN VII AFFILIATES
FUND, L.P. 
 COMMUNICATIONS VENTURES IV, L.P. 

COMMUNICATIONS VENTURES IV CEO FUND, L.P. 
 COMMUNICATIONS
VENTURES IV ENTREPRENEURS’ FUND, L.P. 
 EDF VENTURES II, LIMITED PARTNERSHIP 

EDF VENTURES I, LIMITED PARTNERSHIP 
 REGENTS OF THE UNIVERSITY
OF MICHIGAN 







 SCHEDULE B 

NEW INVESTORS 
 ACCEL EUROPE L.P. 

ACCEL EUROPE INVESTORS 2003 L.P. 
 ATLAS VENTURE FUND VI, L.P.

 ATLAS VENTURE FUND VI GMBH & CO. KG 
 ATLAS
VENTURE ENTREPRENEURS’ FUND VI, L.P. 
 QUESTER VENTURE PARTNERSHIP 

QUESTER VCT 4 PLC 
 QUESTER VCT 5 PLC 

LAGO VENTURES FUND ONE LIMITED 
 TVM V INFORMATION TECHNOLOGY
GMBH & CO. KG 
 CSK-VC SUSTAINABILITY INVESTMENT FUND 







 XTERA COMMUNICATIONS, INC. 

AMENDMENT NO. 2 TO 

AMENDED AND RESTATED VOTING AGREEMENT 

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT (this “Amendment”) is made and
entered into as of March 28, 2008 by and among Xtera Communications, Inc., a Delaware corporation (the “Company”), certain of the holders of the Company’s Common Stock, par value $0.001 per share (the
“Common Stock”), certain of the holders of the Company’s Series A-1 Convertible Preferred Stock, par value $0.001 per share (“Series A-1 Preferred Stock”), and certain
of the holders of the Company’s Series B-1 Convertible Preferred Stock, par value $0.001 per share (“Series B-1 Preferred Stock”), all as set forth on Schedule A attached to this Agreement
(collectively, the “Consenting Investors”), and each of the persons set forth on Schedule B attached to this Agreement (each a “New Investor,” and collectively, the
“New Investors”). 
 RECITALS 

WHEREAS, the Company, certain of the holders of the Common Stock and each of the holders of Series A- I
Preferred Stock and Series B-1 Preferred Stock previously entered into that certain Amended and Restated Voting Agreement, dated August 1, 2007, as amended (the “Voting Agreement”); 

WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger dated as of March
[    ], 2008 by and among the Company, Meriton Acquisition Corp., and Meriton Networks, Inc. (the “Merger Agreement”), each New Investor shall receive shares of Series B-1 Preferred Stock (the
“New Shares”); 
 WHEREAS, as a condition to the closing of the transactions contemplated by
the Merger Agreement and the issuance of the New Shares to the New Investors, each New Investor must execute this Amendment and become a party to the Voting Agreement; 

WHEREAS, Section 5(d) of the Voting Agreement provides that it may only be amended by a written instrument executed by the
Company, the holders of a majority of the shares of Common Stock, and the holders of a majority of the shares of the outstanding capital stock of the Company voting together as a single class on an as converted basis (which majority must include the
holders of a majority of the shares of the Series B-1 Preferred Stock); and 
 WHEREAS, the undersigned, holding the requisite amount
of stock necessary to amend the Voting Agreement, desire to amend the Voting Agreement as provided herein. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 
 1. New
Investors. Each New Investor hereby agrees to become a party to the Voting Agreement and to be bound by each and every term thereof. Each of the New Investors listed on 







 
Schedule B attached hereto is hereby added to Exhibit A to the Voting Agreement as a Series B-1 Investor, and each New Investor shall be deemed an Investor (as such term is defined
the Voting Agreement) for all purposes contained in the Voting Agreement. 
 2. Counterparts. This Amendment may be executed in two
or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

3. Titles and Subtitles. The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in
construing or interpreting this Amendment. 
 4. Entire Agreement. The Voting Agreement, as modified by this Amendment, and the
documents referred to herein and therein constitute the entire agreement among the parties in respect of the subject matter hereof and thereof and no party shall be liable or bound to any other party in any manner by any warranties, representations
or covenants except as specifically set forth herein or therein. 

  
 41 








 IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set
forth above. 
  

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

		 	Paul J. Colan
		 	Chief Financial Officer



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP
		
	By:	 	NEA Partners 10, Limited Partners
		 	Its General Partner
		
	By:	 	 /s/ Charles W. Newhall III

	Name:	 	 Charles W. Newhall III

	Title:	 	 General Partner

		
	Address:	 	1119 St. Paul Street
		 	Baltimore, MD 21202
	
	NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP
		
	By:	 	NEA Partners 9, Limited Partners
		 	Its General Partner
		
	By:	 	 /s/ Charles W. Newhall III

	Name:	 	 Charles W. Newhall III

	Title:	 	 General Partner

		
	Address:	 	1119 St. Paul Street
		 	Baltimore, MD 21202
	
	NEA VENTURES 2000, L.P.
		
	By:	 	 /s/ Pamela J. Clark

	Name:	 	 Pamela J. Clark

	Title:	 	 General Partner

		
	Address:	 	1119 St. Paul Street
		 	Baltimore, MD 21202



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	CSK-VC SUSTAINABILITY INVESTMENT FUND
	
	By CSK VENTURE CAPITAL CO., LTD.,
	Its Investment Manager
		
	By:	 	 /s/ Hiromichi Tabata

	Name:	 	Hiromichi Tabata
	Title:	 	President & CEO
		
	Address:	 	
	
	5th Fl, Riviera Minami Aoyama Building
	3-3-3 Minami-Aoyama, Minato-ku,
	Tokyo, 107-0062
	JAPAN
	Attn: Alessandro Araldi
	Tel: +81-(0)3-5771-6411
	Fax: +81-(0)3-5771-6412
	E-mail:



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	CONSENTING INVESTORS:
	
	THE WELLCOME TRUST LIMITED, AS TRUSTEE OF THE WELLCOME TRUST
		
	By:	 	 /s/ Peter Pereira Gray

	Name:	 	 Peter Pereira Gray

	Title:	 	 Managing Director, Investments

		
	Address:	 	215 Euston Road,
		 	London NW1 2BE,
		 	United Kingdom



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
	
	CLIFFORD H. HIGGERSON
	
	 /s/ Clifford H. Higgerson




  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	COMMUNICATIONS VENTURES IV, L.P.
		
	By:	 	ComVen IV, L.L.C.
		 	Its General Partner
		
	By:	 	 /s/ ComVen IV, LLC

	Title:	 	VP and General Counsel
		
	Address:	 	305 Lytton Avenue
		 	Palo Alto, CA 94301
	
	COMMUNICATIONS VENTURES IV CEO FUND, L.P.
		
	By:	 	ComVen IV, L.L.C.
		 	Its General Partner
		
	By:	 	 /s/ ComVen IV, LLC

	Title:	 	VP and General Counsel
		
	Address:	 	305 Lytton Avenue
		 	Palo Alto, CA 94301
	
	COMMUNICATIONS VENTURES IV ENTREPRENEURS’ FUND, L.P.
		
	By:	 	ComVen IV, L.L.C.
		 	Its General Partner
		
	By:	 	 /s/ ComVen IV, LLC

	Title:	 	VP and General Counsel
		
	Address:	 	305 Lytton Avenue
		 	Palo Alto, CA 94301



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	ATLAS VENTURE FUND VI, L.P.
	ATLAS VENTURE ENTREPRENEURS’ FUND VI, L.P.
		
	By:	 	Atlas Venture Associates VI, L.P.
		 	their general partner
	By:	 	Atlas Venture Associates VI, Inc.
		 	its general partner
		
	By:	 	 /s/ Jeanne Larkin Henry

		 	Vice President
	
	ATLAS VENTURE FUND VI GMBH, & Co. KG
		
	By:	 	Atlas Venture Associates VI, L.P.
		 	its managing limited partner
	By:	 	Atlas Venture Associates VI, Inc.
		 	its general partner
		
	By:	 	 /s/ Jeanne Larkin Henry

		 	Vice President
		
	Address:	 	890 Winter Street
		 	Suite 320
		 	Waltham, MA 02451



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	TVM V INFORMATION TECHNOLOGY GMBH & CO. KG
		
	By:	 	 /s/ Edward Braginsky

		
	Name:	 	 Edward Braginsky

		
	Title:	 	 Managing Limited Partner

		
	By:	 	 /s/ Mark G. Cipriano

		
	Name:	 	 Mark G. Cipriano

		
	Title:	 	 Managing Limited Partner

		
	Address:	 	
		
		 	Christopher Cobbold
		 	TVM Capital
		 	Maximilianstr. 35, Entrance C
		 	D-80539 Munich
		 	Germany
	
	With a copy to:
		
		 	Stefan Fischer
		 	TVM Capital
		 	Maximilianstr. 35, Entrance C
		 	D-80539 Munich
		 	Germany
	
	and to:
		
		 	Mark G. Cipriano
		 	TVM Capital
		 	101 Arch Street, Suite 1950
		 	Boston, MA 02110
		 	USA



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	EDF VENTURES II, LIMITED PARTNERSHIP
		
	By:	 	Enterprise Ventures II, Limited Partnership,
		 	Its General Partner
		
	By:	 	EDM II, Inc.,
		 	Its General Partner
		
	By:	 	 /s/ Linda M. Fingerle

		 	Authorized Signatory
	
	EDF VENTURES I, LIMITED PARTNERSHIP
		
	By:	 	Enterprise Ventures, Limited Partnership,
		 	Its General Partner
		
	By:	 	EDM, Inc.,
		 	Its General Partner
		
	By:	 	 /s/ Linda M. Fingerle

		 	Authorized Signatory



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	ACCEL EUROPE L.P.
		
	By:	 	Accel Europe Associates L.P.,
		 	Its General Partner
		
	By:	 	Accel Europe Associates L.L.C.
		 	Its General Partner
		
	By:	 	 /s/ Accel Europe L.P.

		 	Attorney in Fact
	
	ACCEL EUROPE INVESTORS 2003 L.P.
		
	By:	 	Accel Europe Associates L.L.C.
		 	Its General Partner
		
	By:	 	 /s/ Accel Europe Investors 2003 L.P.

		 	Attorney in Fact
		
	Address:	 	Accel Partners
		 	16 St. James St.
		 	London SW1A 1ER, United Kingdom
		 	Phone: 011 44 20 7170 1000
		 	Facsimile: 011 44 20 7170 1099
	
	With a copy to:
		
		 	Richard Zamboldi
		 	Accel Partners
		 	428 University Avenue
		 	Palo Alto, CA 94301
		 	Phone: (650) 614-4800
		 	E-mail: rzamboldi@accel.com



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	ARCH VENTURE FUND III, L.P.
		
	By:	 	ARCH Venture Partners, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director
	
	ARCH VENTURE FUND IV, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director
	
	ARCH ENTREPRENEURS FUND, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director
	
	ARCH VENTURE FUND IV A, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director
	
	ARCH VENTURE FUND VI, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Clinton W. Bybee

	Its:	 	Managing Director



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	SEVIN ROSEN FUND VII L.P.
		
	By:	 	SRB ASSOCIATES VII L.P.,
		 	Its General Partner
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
		
	Address:	 	13455 Noel Rd., Suite 1670
		 	Dallas, TX 75240
	
	SEVIN ROSEN VII AFFILIATES FUND, L.P.
		
	By:	 	SRB ASSOCIATES VII L.P.,
		 	Its General Partner
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
		
	Address:	 	13455 Noel Rd., Suite 1670
		 	Dallas, TX 75240
	
	SEVIN ROSEN BAYLESS MANAGEMENT COMPANY
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
		
	Address:	 	13455 Noel Rd., Suite 1670
		 	Dallas, TX 75240



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	QUESTER VENTURE PARTNERSHIP
	acting by its general partner
	Quester Venture Managers Ltd
		
	By:	 	 /s/ Sergio Levi

		
	Name:	 	 Sergio Levi

		
	Title:	 	 Director

	
	QUESTER VCT 4 PLC
		
	By:	 	 /s/ Sergio Levi

		
	Name:	 	 Sergio Levi

		
	Title:	 	 Director

	
	QUESTER VCT 5 PLC
		
	By:	 	 /s/ Sergio Levi

		
	Name:	 	 Sergio Levi

		
	Title:	 	 Director

		
	Address:	 	Quester Capital Management Limited
		 	29 Queen Anne’s Gate
		 	London
		 	SW1H 9BU



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	NEW INVESTORS:
	
	VENTURE COACHES FUND LP
	by its General Partner,
	Venture Coaches Limited
		
	By:	 	 /s/ Claude Haw

	Name:	 	Claude Haw
	Title:	 	President
	Address:	 	555 Legget Dr., Tower B, Suite 830
		 	Kanata, ON K2K 2X3
	Telephone:	 	(613) 271-1500
	Facsimile:	 	(613) 270-1505



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
	NEW INVESTORS:
	
	VANTAGEPOINT VENTURE PARTNERS IV (Q), LP
	by VantagePoint Venture Associates IV, LLC
	its General Partner
		
	By:	 	 /s/ Alan E. Salzman

	Name:	 	 Alan E. Salzman

	Title:	 	 Managing Member

			
		 	Address:	 	VantagePoint Venture Partners
		 		 	1001 Bayhill Drive, Suite 300
		 		 	San Bruno, CA 94066
			
		 	Facsimile:	 	
	
	 VANTAGEPOINT VENTURE PARTNERS IV, LP

by VantagePoint Venture Associates IV, LLC
 its General
Partner

		
	By:	 	 /s/ Alan E. Salzman

	Name:	 	 Alan E. Salzman

	Title:	 	 Managing Member

			
		 	Address:	 	VantagePoint Venture Partners
		 		 	1001 Bayhill Drive, Suite 300
		 		 	San Bruno, CA 94066
			
		 	Facsimile:	 	



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
	VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, LP
	by VantagePoint Venture Associates IV, LLC
	its General Partner
		
	By:	 	 /s/ Alan E. Salzman

	Name:	 	 Alan E. Salzman

	Title:	 	 Managing Member

			
		 	Address:	 	VantagePoint Venture Partners
		 		 	1001 Bayhill Drive, Suite 300
		 		 	San Bruno, CA 94066
			
		 	Facsimile:	 	



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
	INVESTORS:
	
	NEWBURY VENTURES III, LP
		
	By:	 	 /s/ David J. Kapnick

		 	Name:	 	David J. Kapnick
		 	Title:	 	Chief Financial Officer
		 	Address:	 	255 Shoreline Drive
		 		 	Suite 520
		 		 	Redwood Shores, CA 94065
		 	Facsimile:	 	(650) 595-2442
	
	NEWBURY VENTURES III GMBH & CO. KG
		
	By:	 	 /s/ David J. Kapnick

		 	Name:	 	David J. Kapnick
		 	Title:	 	Chief Financial Officer
		 	Address:	 	255 Shoreline Drive
		 		 	Suite 520
		 		 	Redwood Shores, CA 94065
		 	Facsimile:	 	(650) 595-2442
	
	NEWBURY VENTURES CAYMAN III, LP
		
	By:	 	 /s/ David J. Kapnick

		 	Name:	 	David J. Kapnick
		 	Title:	 	Chief Financial Officer
		 	Address:	 	255 Shoreline Drive
		 		 	Suite 520
		 		 	Redwood Shores, CA 94065
		 	Facsimile:	 	(650) 595-2442



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
	NEWBURY VENTURES EXECUTIVES III, LP
		
	By:	 	 /s/ David J. Kapnick

		 	Name:	 	David J. Kapnick
		 	Title:	 	Chief Financial Officer
		 	Address:	 	255 Shoreline Drive
		 		 	Suite 520
		 		 	Redwood Shores, CA 94065
		 	Facsimile:	 	(650) 595-2442



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
	NEW INVESTORS
	
	THE VENGROWTH INVESTMENT FUND INC.
		
	By:	 	 /s/ Patrick DiPietro

		 	Name:	 	Patrick DiPietro
		 	Title:	 	Managing General Partner
		
	By:	 	 /s/ Jay Heller

		 	Name:	 	Jay Heller
		 	Title:	 	General Partner
		 	Address:	 	c/o VenGrowth Capital Management Inc.
		 		 	411 Legget Drive, Suite 705
		 		 	Kanata, Ontario
		 		 	Canada K2K 3C9
		 	Attention:	 	Pat DiPietro
		 	Facsimile:	 	(613) 591-7377
		
		 	With a copy to:
			
		 	Address:	 	c/o VenGrowth Capital Management Inc.
		 		 	105 Adelaide Street,
		 		 	West Suite 1000
		 		 	Toronto, Ontario
		 		 	Canada M5H 1P9
		 	Facsimile:	 	(416) 971-6519



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
	NEW INVESTORS
	
	VENGROWTH II INVESTMENT FUND INC.
		
	By:	 	 /s/ Patrick DiPietro

		 	Name:	 	Patrick DiPietro
		 	Title:	 	Managing General Partner
		
	By:	 	 /s/ Jay Heller

		 	Name:	 	Jay Heller
		 	Title:	 	General Partner
		 	Address:	 	c/o VenGrowth Capital Management Inc.
		 		 	411 Legget Drive, Suite 705
		 		 	Kanata, Ontario
		 		 	Canada K2K 3C9
		 		 	Attention: Pat DiPietro
		 	Facsimile:	 	(613) 591-7377
		
		 	With a copy to:
			
		 	Address:	 	c/o VenGrowth Capital Management Inc.
		 		 	105 Adelaide Street,
		 		 	West Suite 1000
		 		 	Toronto, Ontario
		 		 	Canada M5H 1P9
		 		 	Attention: Jay Heller
		 	Facsimile:	 	(416) 971-6519



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
	NEW INVESTORS
	
	VENGROWTH III INVESTMENT FUND INC.
		
	By:	 	 /s/ Patrick DiPietro

		 	Name:	 	Patrick DiPietro
		 	Title:	 	Managing General Partner
		
	By:	 	 /s/ Jay Heller

		 	Name:	 	Jay Heller
		 	Title:	 	General Partner
		 	Address:	 	c/o VenGrowth Capital Management Inc.
		 		 	411 Legget Drive, Suite 705
		 		 	Kanata, Ontario
		 		 	Canada K2K 3C9
		 		 	Attention: Pat DiPietro
		 	Facsimile:	 	(613)591-7377255
		
		 	With a copy to:
			
		 	Address:	 	c/o VenGrowth Capital Management Inc.
		 		 	105 Adelaide Street,
		 		 	West Suite 1000
		 		 	Toronto, Ontario
		 		 	Canada M5H 1P9
		 		 	Attention: Jay Heller
		 	Facsimile:	 	(416) 971-6519



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 









							
		 		 	NEW INVESTORS:
			
		 		 	KLAUS BUSCH
				
	  
	 		 	By:	 	 /s/ Klaus Busch

	Witness	 		 		 	


  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 









							
		 		 	NEW INVESTORS:
			
		 		 	MICHAEL PASCOE
				
	  
	 		 	By:	 	 /s/ Michael Pascoe

	Witness	 		 		 	Michael Pascoe


  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 









									
	INVESTORS:	 		 	
			
	JERUSALEM VENTURE PARTNERS IV, L.P.	 		 	JERUSALEM VENTURE PARTNERS IV-A, L.P.
					
	By:	 	 /s/ Jerusalem Venture Partners IV, LP
	 		 	By:	 	 /s/ Jerusalem Venture Partners IV-A, LP

	Name:	 	  
	 		 	Name:	 	  

	Title:	 	  
	 		 	Title:	 	  

					
	Address:	 	7 West 22nd Street, 7th Floor	 		 	Address:	 	7 West 22nd Street, 7th Floor
		 	New York, NY 10010	 		 		 	New York, NY 10010
			
	JERUSALEM VENTURE PARTNERS ENTREPRENEURS FUND IV, L.P.	 		 	JERUSALEM VENTURE PARTNERS IV (ISRAEL), L.P.
					
	By:	 	 /s/ Jerusalem Venture Partners Entrepreneurs Fund IV, LP
	 		 	By:	 	 /s/ Jerusalem Venture Partners IV (Israel), LP

	Name:	 	  
	 		 	Name:	 	  

	Title:	 	  
	 		 	Title:	 	  

					
	Address:	 	7 West 22nd Street, 7th Floor	 		 	Address:	 	Jerusalem Technology Park, Bldg. 1
		 	New York, NY 10010	 		 		 	Malha, Jerusalem 91487
		 		 		 		 	ISRAEL


  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
	NEW INVESTORS
	
	DESJARDINS VENTURE CAPITAL, L.P., formerly known as ID, Limited Partnership herein acting by Desjardins Venture Capital Inc.,
	its general partner
		
	By:	 	 /s/ Lue Menard

		 	Name:	 	Lue Menard
		 	Title:	 	Sector Director
		
	By:	 	 /s/ Leon Lajoie

		 	Name:	 	Leon Lajoie
		 	Title:	 	Investement Director
		 	Address:	 	2 Complex e Desjardins
		 		 	Suite 1717
		 		 	Montreal, Quebec
		 		 	Canada H5B 1B8
		 	Facsimile:	 	(514) 281-7808



  
 COUNTERPART
SIGNATURE PAGE TO 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED VOTING AGREEMENT 








 SCHEDULE A 

CONSENTING INVESTORS 
 THE WELLCOME TRUST
LIMITED, AS TRUSTEE OF THE WELLCOME TRUST 
 NEW ENTERPRISE ASSOCIATES 10, L.P. 

NEW ENTERPRISE ASSOCIATES 9, L.P. 
 ARCH VENTURE FUND III, L.P.

 ARCH VENTURE FUND IV, L.P. 
 ARCH ENTREPRENEURS FUND, L.P.

 ARCII VENTURE FUND IV A, L.P. 
 ARCH VENTURE FUND VI, L.P.

 SEVIN ROSEN FUND VII, L.P. 
 SEVIN ROSEN VII AFFILIATES
FUND, L.P. 
 COMMUNICATIONS VENTURES IV, L.P. 

COMMUNICATIONS VENTURES IV CEO FUND, L.P. 
 COMMUNICATIONS
VENTURES IV ENTREPRENEURS’ FUND, L.P. 
 EDF VENTURES II, LIMITED PARTNERSHIP 

EDF VENTURES I, LIMITED PARTNERSHIP 
 REGENTS OF THE UNIVERSITY
OF MICHIGAN 
 ACCEL EUROPE L.P. 
 ACCEL EUROPE INVESTORS 2003
L.P. 
 ATLAS VENTURE FUND VI, L.P. 
 ATLAS VENTURE FUND VI
GMBH & CO. KG 
 ATLAS VENTURE ENTREPRENEURS’ FUND VI, L.P. 

QUESTER VENTURE PARTNERSHIP 
 QUESTER VCT 4 PLC 







 QUESTER VCT 5 PLC 

LAGO VENTURES FUND ONE LIMITED 
 TVM V INFORMATION TECHNOLOGY
GMBH & CO. KG 
 CSK-VC SUSTAINABILITY INVESTMENT FUND 

  
 2 








 SCHEDULE B 

NEW INVESTORS 
 VANTAGEPOINT VENTURE
PARTNERS IV (Q), LP 
 VANTAGEPOINT VENTURE PARTNERS IV, LP 

VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, LP 
 NEWBURY
VENTURES III, LP 
 NEWBURY VENTURES HI GMBH & Co. KG 

NEWBURY VENTURES CAYMAN HI, LP 
 NEWBURY VENTURES EXECUTIVES
III, LP 
 DESJARDINS VENTURE CAPITAL, L.P. 
 JERUSALEM
VENTURE PARTNERS IV, L.P. 
 JERUSALEM VENTURE PARTNERS IV-A, L.P. 

JERUSALEM VENTURE PARTNERS ENTREPRENEURS FUND IV, L.P. 

JERUSALEM VENTURE PARTNERS IV (ISRAEL), L.P. 
 VENTURE COACHES
FUND LP 
 KLAUS BUSCH 
 MICHAEL PASCOE 

THE VENGROWTH INVESTMENT FUND INC. 
 THE VENGROWTH II INVESTMENT
FUND INC. 
 THE VENGROWTH III INVESTMENT FUND INC. 







 XTERA COMMUNICATIONS, INC. 

AMENDMENT NO. 3 TO 

AMENDED AND RESTATED VOTING AGREEMENT 

THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT (this “Amendment”) is made and entered into as of
November 3, 2009 by and among Xtera Communications, Inc., a Delaware corporation (the “Company”), certain of the holders of the Company’s Common Stock, par value $0.001 per share (the “Common
Stock”), certain of the holders of the Company’s Series A-2 Convertible Preferred Stock, par value $0.001 per share (“Series A-2 Preferred Stock”), and certain of the holders of the Company’s
Series B-2 Convertible Preferred Stock, par value $0.001 per share (“Series B-2 Preferred Stock”), all as set forth on Schedule A attached to this Agreement (collectively, the “Consenting
Investors”), and each of the persons set forth on Schedule B attached to this Agreement (each a “New Investor,” and collectively, the “New Investors”). 

RECITALS 
 WHEREAS,
the Company, certain of the holders of the Common Stock, Series A-1 Preferred Stock and Series B-1 Preferred Stock previously entered into that certain Amended and Restated Voting Agreement, dated August 1, 2007, as amended (the
“Voting Agreement”); 
 WHEREAS, Section 5(d) of the Voting Agreement provides that it may only
be amended by a written instrument executed by the Company, the holders of a majority of the shares of Common Stock, and the holders of a majority of the shares of the outstanding capital stock of the Company voting together as a single class on an
as converted basis (which majority must include the holders of a majority of the shares of the Series B-1 Preferred Stock); 

WHEREAS, pursuant to the terms of that certain Note and Warrant Purchase Agreement dated May 5, 2009, participating Investors
exchanged their shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock for shares of Series A-2 Preferred Stock and Series B-2 Preferred Stock; 

WHEREAS, pursuant to the Amended and Restated Certificate of Incorporation of the Company as filed with the Delaware Secretary of State
on May 5, 2009, each share of Series A-1 Preferred and Series B-1 Preferred outstanding on May 31, 2009 automatically converted into one share of Common Stock; 

WHEREAS, pursuant to the terms of that certain Series C-2 Preferred Stock Purchase Agreement by and among the Company and Investors
purchasing shares of the Company’s Series C-2 Preferred Stock, par value $0.001 per share (the “Series C-2 Preferred Stock”), and dated on or about the date hereof (the “Purchase Agreement”), each
New Investor shall receive shares of Series C-2 Preferred Stock (the “New Shares”); 

WHEREAS, as a condition to the closing of the transactions contemplated by the Purchase Agreement and the issuance of the New Shares to
the New Investors, each New Investor must execute this Amendment and become a party to the Voting Agreement; 
 WHEREAS, the
undersigned, holding the requisite amount of stock necessary to amend the Voting Agreement, desire to amend the Voting Agreement as provided herein. 







 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 
 1. New Investors.
Each New Investor hereby agrees to become a party to the Voting Agreement and to be bound by each and every term thereof. Each of the New Investors listed on Schedule B attached hereto is hereby added to Exhibit A to the Voting Agreement as a
Series C-2 Investor, and each New Investor shall be deemed an Investor (as such term is defined the Voting Agreement) for all purposes contained in the Voting Agreement. 

2. Amended Provisions. The Voting Agreement is hereby amended such that: 

The introductory paragraph is hereby replaced in its entirety with the following: 

“This Amended and Restated Voting Agreement (the “Agreement”) is made as of August 1, 2007, by
and among Xtera Communications, Inc., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock set forth on Exhibit A attached to this Agreement (individually, a
“Common Stockholder,” and collectively, the “Common Stockholders”), and the holders of the Preferred Stock (as defined herein) of the Company set forth on Exhibit B attached to this
Agreement (individually, an “Investor,” collectively, the “Investors,” and together with the Common Stockholders, the “Stockholders”).” 

The first and fifth Recitals are hereby replaced in their entirety with the following: 

“The Company and certain of the Investors are parties to a Stock Purchase Agreement, (as amended or
otherwise modified from time to time, the “Purchase Agreement”), pursuant to which the Company has agreed to sell, and such Investors have agreed to purchase, shares of a series of Preferred Stock of the Company, subject to
certain conditions, including the execution and delivery of this Agreement;” 
 “To induce the
Investors to enter into the Purchase Agreement and purchase shares of Preferred Stock thereunder, the Company, the Investors desire to enter into this Agreement to set forth certain rights and obligations of the Stockholders;” 

Clause (A) in the first sentence of Section 1(b) “IPO” is hereby deleted. 

Clause (B) in the first sentence of Section 1(b) “IPO” hereby replaced in its entirety with the following: 

“(A) with respect to which the Corporation receives aggregate net proceeds (after deduction of underwriting discounts and commissions) of
not less than $50,000,000” 
 Clause (C) in the first sentence of Section 1(b) “IPO” is hereby relabeled Clause
(B). 
 The following definitions are added to Section 1 Certain Definitions and the numbering of the remaining definitions
shall be adjusted accordingly to maintain the alphabetical ordering of the terms: 
 “(d) “Preferred
Stock” means the Series A-2 Convertible Preferred Stock, Series B-2 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock.” 

  
 71 








 The reference to “Series B-1” in Clause (iii) of Section 5(d) Amendment is
hereby replaced with term “Series C-2.” 
 3. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 4. Titles and
Subtitles. The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment. 

5. Entire Agreement. The Voting Agreement, as modified by this Amendment, and the documents referred to herein and therein constitute
the entire agreement among the parties in respect of the subject matter hereof and thereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein
or therein. 

  
 72 








 IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set
forth above. 
  

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

		 	Paul J. Colan
		 	Chief Financial Officer



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	THE WELLCOME TRUST LIMITED,
	AS TRUSTEE OF THE WELLCOME TRUST
		
	By:	 	 /s/ Peter Pereira Gray

	Name:	 	 Peter Pereira Gray

	Title:	 	 General Partner

	Address:	 	215 Euston Road,
		 	London NW1 2BE,
		 	United Kingdom



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	NEW ENTERPRISE ASSOCIATES 10, L.P.
		
	By:	 	NEA Partners 10, L.P.
		 	Its General Partner
		
	By:	 	 /s/ Louis S. Citron

	Name:	 	 Louis S. Citron

	Title:	 	 Attorney-In-Fact

	Address:	 	2490 Sand Hill Road
		 	Menlo Park, CA 94025
	
	NEW ENTERPRISE ASSOCIATES 9, L.P.
		
	By:	 	NEA Partners 9, L.P.
		 	Its General Partner
		
	By:	 	 /s/ Louis S. Citron

	Name:	 	 Louis S. Citron

	Title:	 	 Attorney-In-Fact

	Address:	 	2490 Sand Hill Road
		 	Menlo Park, CA 94025



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
		 	INVESTORS:
		
		 	ARCH VENTURE FUND III, L.P.
			
		 	By:	 	ARCH Venture Partners, LLC,
		 		 	Its General Partner
			
		 	By:	 	 /s/ Clinton W. Bybee

		 	Its:	 	Managing Director
		
		 	ARCH VENTURE FUND IV, L.P.
			
		 	By:	 	ARCH Venture Partners IV, LLC,
		 		 	Its General Partner
			
		 	By:	 	 /s/ Clinton W. Bybee

		 	Its:	 	Managing Director
		
		 	ARCH VENTURE FUND IVA, L.P.
			
		 	By:	 	ARCH Venture Partners IV, LLC,
		 		 	Its General Partner
			
		 	By:	 	 /s/ Clinton W. Bybee

		 	Its:	 	Managing Director
		
		 	ARCH ENTREPRENEURS FUND, L.P.
			
		 	By:	 	ARCH Venture Partners IV, LLC,
		 		 	Its General Partner
			
		 	By:	 	 /s/ Clinton W. Bybee

		 	Its:	 	Managing Director
		
		 	ARCH VENTURE FUND VI, L.P.
			
		 	By:	 	ARCH Venture Partners IV, LLC,
		 		 	Its General Partner
			
		 	By:	 	 /s/ Clinton W. Bybee

		 	Its:	 	Managing Director
		
	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	THE INFRASTRUCTURE FUND, LP
		
	By:	 	IF MANAGEMENT COMPANY, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Peter Hankin

	Name:	 	Peter Hankin
	Title:	 	Managing Member
		
	Address:	 	2710 Sand Hill Road
		 	Building 3, Suite 255
		 	Menlo Park, CA 94025
	
	THE INFRASTRUCTURE CO-INVEST FUND, LP
		
	By:	 	IF MANAGEMENT COMPANY, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Peter Hankin

	Name:	 	Peter Hankin
	Title:	 	Managing Member
		
	Address:	 	2710 Sand Hill Road
		 	Building 3, Suite 255
		 	Menlo Park, CA 94025



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	TRELLIS PARTNERS II, L.P.
		
	By:	 	Trellis Management II, L.P.,
		 	Its General Partner
		
	By:	 	 /s/ Trellis Partners II, LP

	Name:	 	  

	Title:	 	  

		
	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	UC BERKELEY FOUNDATION
		
	By:	 	 /s/ Lina Wang

	Name:	 	Lina Wang
	Title:	 	  

		
	Address:	 	2080 Addison, Suite 4200
		 	Berkeley, CA 94720
		
	By:	 	 /s/ Loraine Binion

	Name:	 	Loraine Binion
	Title:	 	Interim Treasurer
		
	Address:	 	2080 Addison, Suite 4200
		 	Berkeley, CA 94720



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	LONDON PACIFIC ASSURANCE LIMITED
		
	By:	 	 /s/ Robert A. Cornman

	Name:	 	Robert A. Cornman
	Title:	 	Director
	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	CLIFFORD HIGGERSON
	
	 /s/ Clifford Higgerson

	Address:	 	361 Lytton Avenue, 2nd Floor
		 	Palo Alto, CA 94301



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	 HAYDEN H. HARRIS LIVING TRUST

DTD. 3-6-98

		
	By:	 	 /s/ Hayden Harris

	Name:	 	Hayden Harris
	Title:	 	Trustee
		
	Address:	 	
		 	



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	BEAU D. LASKEY
	
	 /s/ Beau D. Laskey

	Address:	 	
		 	



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	JAMES R. ADOX
	
	 /s/ James R. Adox

	Address:	 	
		 	



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	PATRICK ENNIS
	
	 /s/ Patrick Ennis

	Address:	 	
		 	



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	 THOMAS S. PORTER RESTATED TRUST

DTD. 11-14-05

		
	By:	 	 /s/ Thomas S. Porter

	Name:	 	Thomas S. Porter
	Title:	 	Trustee
		
	Address:	 	
		 	



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	ACCEL EUROPE L.P.
		
	By:	 	 /s/ Accel Europe L.P.

	Name:	 	 Accel Europe L.P.

	Title:	 	 Attorney in Fact

	Address:	 	428 University Ave.
		 	Palo Alto, CA 94301-1812
	
	ACCEL EUROPE INVESTORS 2003, L.P.
		
	By:	 	 /s/ Accel Europe Investors 2003, LP

	Name:	 	 Accel Europe Investors 2003, LP

	Title:	 	 Attorney in Fact

	Address:	 	428 University Ave.
		 	Palo Alto, CA 94301-1812



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	JON BAYLESS
	
	 /s/ Jon Bayless

	Address:	 	13455 Noel Road, Suite 1670
		 	Two Galleria Tower
		 	Dallas, TX 75240



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 









									
		 	INVESTORS:
			
	JERUSALEM VENTURE PARTNERS IV, LP	 		 	JERUSALEM VENTURE PARTNERS ENTREPRENEURS FUND V, LP
					
	By:	 	 /s/ Jerusalem Venture Partners IV, LP
	 		 	By:	 	 /s/ Jerusalem Venture Partners IV-A, LP

	Name:	 	  
	 		 	Name:	 	  

	Title:	 	  
	 		 	Title:	 	  

	Address:	 	24 Hebron Road	 		 	Address:	 	7 West 22nd Street 7th floor
		 	Jerusalem, Israel 93542	 		 		 	NY, NY 10010
			
	JERUSALEM VENTURE PARTNERS IV-A, LP	 		 	JERUSALEM VENTURE PARTNERS IV (ISRAEL), LP
					
	By:	 	 /s/ Jerusalem Venture Partners Entrepreneurs Fund IV, LP
	 		 	By:	 	 /s/ Jerusalem Venture Partners IV (Israel), LP

	Name:	 	  
	 		 	Name:	 	  

	Title:	 	  
	 		 	Title:	 	  

	Address:	 	7 West 22nd Street 7th floor	 		 	Address:	 	24 Hebron Road
		 	NY, NY 10010	 		 		 	Jerusalem, Israel 93542


  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	LAGO VENTURES FUND ONE LIMITED
		
	By:	 	 /s/ Arvind Gulati

	Name:	 	 Arvind Gulati

	Title:	 	 Director Representative

	Address:	 	c/o Tradeinvest Asset Management Ltd.
		 	Lyford Manor, West Building
		 	West Bay Street
		 	Lyford Cay, N. P., The Bahamas



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	DOW CHEMICAL COMPANY
		
	By:	 	 /s/ Dow Chemical Company

	Name:	 	  

	Title:	 	  

	Address:	 	2030 Dow Center
		 	Midland, Michigan 48674



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 









									
		 	INVESTORS:
			
	NEWBURY VENTURES III, LP	 		 	NEWBURY VENTURES CAYMAN III, LP
					
	By:	 	 /s/ Newbury Ventures III, LP
	 		 	By:	 	 /s/ Newbury Ventures Cayman III, LP

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

					
	Address*	 		 		 	Address*	 	
			
	NEWBURY VENTURES III GMBH &CO KG	 		 	NEWBURY VENTURES EXECUTIVES III, LP
					
	By:	 	 /s/ Newbury Ventures III GMBH & CO KG
	 		 	By:	 	 /s/ Newbury Ventures Executives III, LP

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

					
	Address*	 		 		 	*Address:	 	  

		 		 		 		 	  



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	QUESTER VENTURE PARTNERSHIP
		
	By:	 	 /s/ Quester Venture Partnership

	Name:	 	  

	Title:	 	  

	Address:	 	33 Glasshouse Street
		 	London W1B 5DG
		 	United Kingdom



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	SPARK VCT 2 plc
		
	By:	 	 /s/ Spark VCT 2 plc

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 









									
		 		 	INVESTORS:
			
	STAR GROWTH ENTERPRISE	 		 	STAR VENTURES MANAGEMENTGESELLSCHAFT MBH NR. 3 & CO.
					
	By:	 	 /s/ Star Growth Enterprise
	 		 	By:	 	 /s/ Star Ventures ManagementGesellschaft MBH Nr. 3 & Co.

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

					
	Address*	 		 		 	Address*	 	
			
	STAR MANAGEMENT OF INVESTMENTS NO. II (2000) L.P.	 		 	SVE STAR VENTURES ENTERPRISES
					
	By:	 	 /s/ Star Management of Investments No. II (2000) L.P.
	 		 	By:	 	 /s/ SVE Star Ventures Enterprises

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

					
	Address*	 		 		 	Address*	 	
				
	SVM STAR VENTURES MANAGEMENTGESELLSCHAFT MBH NR. 3	 		 	*Address:	 	  

		 		 		 	  

					
	By:	 	 /s/ SVM Star Ventures ManagementGesellschaft MBH NR. 3
	 		 		 	
					
	Name:	 	  
	 		 		 	
					
	Title:	 	  
	 		 		 	


  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	THE RAHN GROUP
		
	By:	 	 /s/ The Rahn Group

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 









											
		 		 	INVESTORS:
			
	RHO MANAGEMENT TRUST I	 		 	RHO VENTURES IV GMBH & CO. BETEILIGUNGS KG
						
	By:	 	RHO CAPITAL PARTNERS INC.	 		 		 	By:	 	RHO CAPITAL PARTNERS VERWALTONGS GMBH
					
	By:	 	 /s/ Rho Capital Partners Inc.
	 		 	By:	 	 /s/ Rho Capital Partners Verwaltongs GMBH

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

					
	Address*	 		 		 	Address*	 	
			
	RHO VENTURES IV (QP) L.P.	 		 	RHO VENTURES IV L.P.
						
	By:	 	RHO MANAGEMENT VENTURES, IV, LLC	 		 		 	By:	 	RHO MANAGEMENT VENTURES IV, L.L.C.
					
	By:	 	 /s/ Rho Management Ventures, IV, LLC
	 		 	By:	 	 /s/ Rho Management Ventures IV, LLC

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

					
	Address*	 		 		 	*Address:	 	  

		 		 		 		 	  



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	SEVIN ROSEN FUND VII, L.P.
		
	By:	 	SRB ASSOCIATES VII L.P.,
		 	Its General Partner
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
	
	SEVIN ROSEN VII AFFILIATES FUND, L.P.
		
	By:	 	SRB ASSOCIATES VII L.P.,
		 	Its General Partner
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
	
	SEVIN ROSEN BAYLESS MANAGEMENT COMPANY
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
		
	Address:	 	
		 	13455 Noel Rd., Suite 1670
		 	Dallas, TX 75240



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	TVM V INFORMATION TECHNOLOGY
	GMBH & CO. KG
		
	By:	 	 /s/ Mark G. Cipriano

	Name:	 	 Mark G. Cipriano

	Title:	 	 Managing Limited Partner

	Address:	 	TVM Capital
		 	101 Arch Street, Suite 1950
		 	Boston, MA 02110



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 









									
		 		 	INVESTORS:
			
	VANTAGEPOINT VENTURE PARTNERS IV, LP	 		 	VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, LP
					
	By:	 	VANTAGEPOINT VENTURE ASSOCIATES IV, L.L.C.	 		 	By:	 	VANTAGEPOINT VENTURE ASSOCIATES IV, L.L.C.
					
	By:	 	 /s/ VantagePoint Venture Associates IV, LLC
	 		 	By:	 	 /s/ VantagePoint Venture Associates IV, LLC

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

					
	*Address	 		 		 	*Address	 	
				
	VANTAGEPOINT VENTURE PARTNERS IV (Q), LP	 		 		 	
					
	By:	 	VANTAGEPOINT VENTURE ASSOCIATES IV, L.L.C.	 		 	*Address:	 	  

		 	 		 		 	  

					
	By:	 	 /s/ VantagePoint Venture Associates IV, LLC
	 		 		 	
					
	Name:	 	  
	 		 		 	
					
	Title:	 	  
	 		 		 	
	*Address	 		 		 		 	


  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
	INVESTORS:
		
		 	CENTERPOINT VENTURE FUND III (Q), L.P.
			
		 	By:	 	CENTERPOINT ASSOCIATES III, L.P.
		 		 	CENTERPOINT ASSOCIATES
		 		 	MANAGEMENT III, L.L.C.
			
		 	By:	 	 /s/ CenterPoint Associates III, LP

			
		 	Name:	 	  

			
		 	Title:	 	  

			
		 	Address:	 	  

		 		 	  

		
		 	CENTERPOINT VENTURE FUND III, L.P.
			
		 	By:	 	CENTERPOINT ASSOCIATES III, L.P.
		 		 	CENTERPOINT ASSOCIATES
		 		 	MANAGEMENT III, L.L.C.
			
		 	By:	 	 /s/ CenterPoint Associates III, LP

			
		 	Name:	 	  

			
		 	Title:	 	  

		 	Address:	 	  

		 		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
	INVESTORS:
	
	ANTHONY JEFFRIES
		
		 	 /s/ Anthony Jeffries

		 	Address:	 	  

		 		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	MOHR SEED CAPITAL II LP
		
	By:	 	 /s/ Mohr Seed Capital II LP

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	RELL FAMILY PARTNERS LIMITED
		
	By:	 	 /s/ Rell Family Partners Limited

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	DAVE SEGRE
	
	 /s/ Dave Segre

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	JOHN TEEGAN
	
	 /s/ John Teegan

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	THOMAS A. KELLEY & ASSOCIATES
	PROFIT SHARING PLAN
		
	By:	 	 /s/ Thomas A. Kelley & Associates Profit Sharing Plan

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	UNIVERSITY OF ILLINOIS
	FOUNDATION
		
	By:	 	 /s/ University of Illinois Foundation

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	WS INVESTMENT 99B
		
	By:	 	 /s/ WS Investment 99B

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	NORTHGATE PARTNERS LLC,
	A DELAWARE MULTIPLE SERIES LLC
		
	By:	 	 /s/ Northgate Partners LLC

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	MARY L. CAMPBELL TRUST
		
	By:	 	EDF Ventures
		 	Its Managing Director
		
	By:	 	 /s/ EDF Ventures

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	MIKE PASCOE
	
	 /s/ Mike Pascoe

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	BERKELEY INTERNATIONAL CAPITAL
		
	By:	 	 /s/ Berkeley International Capital

	Name:	 	  

	Title:	 	  

		
	Address:	 	650 California Street, 26th Floor
		 	San Francisco, CA 94108



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 3 TO AMENDED AND RESTATED VOTING AGREEMENT 








 XTERA COMMUNICATIONS, INC. 

AMENDMENT NO. 4 TO 

AMENDED AND RESTATED VOTING AGREEMENT 

THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT (this “Amendment”) is made and entered into as of
May 17, 2010 by and among Xtera Communications, Inc., a Delaware corporation (the “Company”), certain of the holders of the Company’s Series A-2 Convertible Preferred Stock, par value $0.001 per share
(“Series A-2 Preferred Stock”), certain of the holders of the Company’s Series B-2 Convertible Preferred Stock, par value $0.001 per share (“Series B-2 Preferred Stock”) and certain of the holders
of the Company’s Series C-2 Convertible Preferred Stock, par value $0.001 per share (“Series C-2 Preferred Stock”), all as set forth on Schedule A attached to this Amendment (collectively, the
“Consenting Investors”), and each of the persons set forth on Schedule B attached to this Amendment (each a “New Investor,” and collectively, the “New Investors”).

 RECITALS 

WHEREAS, the Company, certain of the holders of the Common Stock, Series A-2 Preferred Stock, Series B-2 Preferred Stock and Series C-2
Preferred Stock previously entered into that certain Amended and Restated Voting Agreement, dated August 1, 2007, as amended (the “Voting Agreement”); 

WHEREAS, Section 5(d) of the Voting Agreement provides that it may only be amended by a written instrument executed by the
Company, the holders of a majority of the shares of Common Stock, and the holders of a majority of the shares of the outstanding capital stock of the Company voting together as a single class on an as converted basis (which majority must include the
holders of a majority of the shares of the Series C-2 Preferred Stock); 
 WHEREAS, pursuant to the terms of that certain Share
Purchase Agreement dated May     , 2010 by and among the Company and the shareholders of Polariq Limited, a private limited company duly incorporated and in good standing under the laws of England and Wales (the
“Purchase Agreement”), each New Investor shall receive shares of Series C-2 Preferred Stock (the “New Shares”); 

WHEREAS, as a condition to the closing of the transactions contemplated by the Purchase Agreement and the issuance of the New Shares to
the New Investors, each New Investor must execute this Amendment and become a party to the Investor Rights Agreement; and 
 WHEREAS,
the undersigned, holding the requisite amount of stock necessary to amend the Voting Agreement, desire to amend the Voting Agreement as provided herein. 

AGREEMENT 
 NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 

1. New Investors. Each New Investor hereby agrees to become a party to the Voting Agreement and to be bound by each and every term
thereof. Each of the New Investors listed on Schedule B attached hereto is hereby added to Exhibit A to the Voting Agreement as a Series C-2 Investor, and each New Investor shall be deemed an Investor (as such term is defined the Voting
Agreement) for all purposes contained in the Voting Agreement. 







 2. Counterparts. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 3. Titles and Subtitles. The
titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment. 

4. Entire Agreement. The Voting Agreement, as modified by this Amendment, and the documents referred to herein and therein constitute
the entire agreement among the parties in respect of the subject matter hereof and thereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein
or therein. 

  
 115 








 IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set
forth above. 
  

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

		 	Paul J. Colan
		 	Chief Financial Officer



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	THE WELLCOME TRUST LIMITED,
	AS TRUSTEE OF THE WELLCOME TRUST
		
	By:	 	 /s/ Peter Pereira Gray

	Name:	 	 Peter Pereira Gray

	Title:	 	 General Partner

		
	Address:	 	215 Euston Road,
		 	London NW1 2BE,
		 	United Kingdom



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	NEW ENTERPRISE ASSOCIATES 10, L.P.
		
	By:	 	NEA Partners 10, L.P.
		 	Its General Partner
		
	By:	 	 /s/ Louis S. Citron

	Name:	 	 Louis S. Citron

	Title:	 	 Attorney-in-Fact

	Address:	 	2490 Sand Hill Road
		 	Menlo Park, CA 94025
	
	NEW ENTERPRISE ASSOCIATES 9, L.P.
		
	By:	 	NEA Partners 9, L.P.
		 	Its General Partner
		
	By:	 	 /s/ Louis S. Citron

	Name:	 	 Louis S. Citron

	Title:	 	 Attorney-in-Fact

	Address:	 	2490 Sand Hill Road
		 	Menlo Park, CA 94025



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
		 	INVESTORS:
		
		 	ARCH VENTURE FUND III, L.P.
			
		 	By:	 	ARCH Venture Partners, LLC,
		 		 	Its General Partner
			
		 	By:	 	 /s/ Clinton W. Bybee

		 	Its:	 	Managing Director
		
		 	ARCH VENTURE FUND IV, L.P.
			
		 	By:	 	ARCH Venture Partners IV, LLC,
		 		 	Its General Partner
			
		 	By:	 	 /s/ Clinton W. Bybee

		 	Its:	 	Managing Director
		
		 	ARCH VENTURE FUND IVA, L.P.
			
		 	By:	 	ARCH Venture Partners IV, LLC,
		 		 	Its General Partner
			
		 	By:	 	 /s/ Clinton W. Bybee

		 	Its:	 	Managing Director
		
		 	ARCH ENTREPRENEURS FUND, L.P.
			
		 	By:	 	ARCH Venture Partners IV, LLC,
		 		 	Its General Partner
			
		 	By:	 	 /s/ Clinton W. Bybee

		 	Its:	 	Managing Director
		
		 	ARCH VENTURE FUND VI, L.P.
			
		 	By:	 	ARCH Venture Partners IV, LLC,
		 		 	Its General Partner
			
		 	By:	 	 /s/ Clinton W. Bybee

		 	Its:	 	Managing Director


  

					
	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	THE INFRASTRUCTURE FUND, LP
		
	By:	 	IF MANAGEMENT COMPANY, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Peter Hankin

	Name:	 	Peter Hankin
	Title:	 	Managing Member
		
	Address:	 	2710 Sand Hill Road
		 	Building 3, Suite 255
		 	Menlo Park, CA 94025
	
	THE INFRASTRUCTURE CO-INVEST FUND, LP
		
	By:	 	IF MANAGEMENT COMPANY, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Peter Hankin

	Name:	 	Peter Hankin
	Title:	 	Managing Member
		
	Address:	 	2710 Sand Hill Road
		 	Building 3, Suite 255
		 	Menlo Park, CA 94025



  
 COUNTERPART
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 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	TRELLIS PARTNERS II, L.P.
		
	By:	 	Trellis Management II, L.P.,
		 	Its General Partner
		
	By:	 	 /s/ Alexander C. Broeker

	Name:	 	 Alexander C. Broeker

	Title:	 	 General Partner

		
	Address:	 	2600 Via Fortuna, Suite 150
		 	Austin, Texas 78746



  
 COUNTERPART
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 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	UC BERKELEY FOUNDATION
		
	By:	 	 /s/ Lina Wang

	Name:	 	Lina Wang
	Title:	 	  

		
	Address:	 	2080 Addison, Suite 4200
		 	Berkeley, CA 94720
		
	By:	 	 /s/ Loraine Binion

	Name:	 	Loraine Binion
	Title:	 	Interim Treasurer
		
	Address:	 	2080 Addison, Suite 4200
		 	Berkeley, CA 94720



  
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 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	LONDON PACIFIC ASSURANCE LIMITED
		
	By:	 	 /s/ Robert A. Cornman

	Name:	 	Robert A. Cornman
	Title:	 	Director
	Address:	 	  

		 	  




  
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SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	CLIFFORD HIGGERSON
	
	 /s/ Clifford Higgerson

	Address:	 	361 Lytton Avenue, 2nd Floor
		 	Palo Alto, CA 94301



  
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 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	HAYDEN H. HARRIS LIVING TRUST DTD. 3-6-98
		
	By:	 	 /s/ Hayden Harris

	Name:	 	Hayden Harris
	Title:	 	Trustee
		
	Address:	 	
		 	



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	BEAU D. LASKEY
	
	 /s/ Beau D. Laskey

	Address:	 	
		 	



  
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SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	JAMES R. ADOX
	
	 /s/ James R. Adox

	Address:	 	
		 	



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	PATRICK ENNIS
	
	 /s/ Patrick Ennis

	Address:	 	
		 	



  
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SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	THOMAS S. PORTER RESTATED TRUST DTD. 11-14-05
		
	By:	 	 /s/ Thomas S. Porter

	Name:	 	Thomas S. Porter
	Title:	 	Trustee
		
	Address:	 	
		 	



  
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SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	ACCEL EUROPE L.P.
		
	By:	 	 /s/ Accel Europe L.P.

	Name:	 	 Accel Europe L.P.

	Title:	 	 Attorney-in-Fact

	Address:	 	428 University Ave.
		 	Palo Alto, CA 94301-1812
	
	ACCEL EUROPE INVESTORS 2003, L.P.
		
	By:	 	 /s/ Accel Europe Investors 2003, LP

	Name:	 	 Accel Europe Investors 2003, LP

	Title:	 	 Attorney-in-Fact

	Address:	 	428 University Ave.
		 	Palo Alto, CA 94301-1812



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	JON BAYLESS
	
	 /s/ Jon Bayless

	Address:	 	13455 Noel Road, Suite 1670
		 	Two Galleria Tower
		 	Dallas, TX 75240



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 









									
		 		 	INVESTORS:
			
	JERUSALEM VENTURE PARTNERS IV, LP	 		 	JERUSALEM VENTURE PARTNERS ENTREPRENEURS FUND V, LP
					
	By:	 	 /s/ Jerusalem Venture Partners IV, LP
	 		 	By:	 	 /s/ Jerusalem Venture Partners IV-A, LP

	Name:	 	  
	 		 	Name:	 	  

	Title:	 	  
	 		 	Title:	 	  

	Address:	 	24 Hebron Road	 		 	Address:	 	7 West 22nd Street 7th floor
		 	Jerusalem, Israel 93542	 		 		 	NY, NY 10010


									
			
	JERUSALEM VENTURE PARTNERS IV-A, LP	 		 	JERUSALEM VENTURE PARTNERS IV (ISRAEL), LP
					
	By:	 	 /s/ Jerusalem Venture Partners Entrepreneurs Fund IV, LP
	 		 	By:	 	 /s/ Jerusalem Venture Partners IV (Israel), LP

	Name:	 	  
	 		 	Name:	 	  

	Title:	 	  
	 		 	Title:	 	  

	Address:	 	7 West 22nd Street 7th floor	 		 	Address:	 	24 Hebron Road
		 	NY, NY 10010	 		 		 	Jerusalem, Israel 93542


  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	LAGO VENTURES FUND ONE LIMITED
		
	By:	 	 /s/ Arvind Gulati

	Name:	 	 Arvind Gulati

	Title:	 	 Director Representative

	Address:	 	c/o Tradeinvest Asset Management Ltd.
		 	Lyford Manor, West Building
		 	West Bay Street
		 	Lyford Cay, N. P., The Bahamas



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	DOW CHEMICAL COMPANY
		
	By:	 	 /s/ Dow Chemical Company

	Name:	 	  

	Title:	 	  

	Address:	 	2030 Dow Center
		 	Midland, Michigan 48674



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 









									
		 		 	INVESTORS:
			
	NEWBURY VENTURES III, LP	 		 	NEWBURY VENTURES CAYMAN III, LP
					
	By:	 	 /s/ Newbury Ventures III, LP
	 		 	By:	 	 /s/ Newbury Ventures Cayman III, LP

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

					
	Address*	 		 		 	Address*	 	
			
	NEWBURY VENTURES III GMBH &CO KG	 		 	NEWBURY VENTURES EXECUTIVES III, LP
					
	By:	 	 /s/ Newbury Ventures III GMBH & CO KG
	 		 	By:	 	 /s/ Newbury Ventures Executives III, LP

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

					
	Address*	 		 		 	*Address:	 	  

		 		 		 		 	  



  
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SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	QUESTER VENTURE PARTNERSHIP
		
	By:	 	 /s/ Quester Venture Partnership

	Name:	 	  

	Title:	 	  

	Address:	 	33 Glasshouse Street
		 	London W1B 5DG
		 	United Kingdom



  
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SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	SPARK VCT 2 plc
		
	By:	 	 /s/ Spark VCT 2 plc

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 









									
		 		 	INVESTORS:
			
	STAR GROWTH ENTERPRISE	 		 	STAR VENTURES MANAGEMENTGESELLSCHAFT MBH NR. 3 & CO.
		 		 		 	
	By:	 	 /s/ Dr. Meir Barel
	 		 	By:	 	 /s/ Dr. Meir Barel

					
	Name:	 	 Dr. Meir Barel
	 		 	Name:	 	 Dr. Meir Barel

					
	Title:	 	 Director
	 		 	Title:	 	 Director

					
	Address*	 		 		 	Address*	 	
			
	STAR MANAGEMENT OF INVESTMENTS NO. II (2000) L.P.	 		 	SVE STAR VENTURES ENTERPRISES
					
	By:	 	 /s/ Dr. Meir Barel
	 		 	By:	 	 /s/ Dr. Meir Barel

					
	Name:	 	 Dr. Meir Barel
	 		 	Name:	 	 Dr. Meir Barel

					
	Title:	 	 Director
	 		 	Title:	 	 Director

					
	Address*	 		 		 	Address*	 	
			
	SVM STAR VENTURES MANAGEMENTGESELLSCHAFT MBH NR. 3	 		 	*Address: c/o SVM Star Ventures Managementgesellschaft mbH Nr. 3 Possartstrasse 9; D-81679 Munich; Germany
					
	By:	 	 /s/ Dr. Meir Barel
	 		 		 	
					
	Name:	 	 Dr. Meir Barel
	 		 		 	
					
	Title:	 	 Director
	 		 		 	


  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	THE RAHN GROUP
		
	By:	 	 /s/ The Rahn Group

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 









											
		 		 	INVESTORS:
			
	RHO MANAGEMENT TRUST I	 		 	RHO VENTURES IV GMBH & CO. BETEILIGUNGS KG
						
	By:	 	RHO CAPITAL PARTNERS INC.	 		 		 	By:	 	RHO CAPITAL PARTNERS VERWALTONGS GMBH
					
	By:	 	 /s/ Rho Capital Partners Inc.
	 		 	By:	 	 /s/ Rho Capital Partners Verwaltongs GMBH

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

					
	Address*	 		 		 	Address*	 	
			
	RHO VENTURES IV (QP) L.P.	 		 	RHO VENTURES IV L.P.
						
	By:	 	RHO MANAGEMENT VENTURES, IV, LLC	 		 		 	By:	 	RHO MANAGEMENT VENTURES IV, L.L.C.
					
	By:	 	 /s/ Rho Management Ventures, IV, LLC
	 		 	By:	 	 /s/ Rho Management Ventures IV, LLC

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

					
	Address*	 		 		 	*Address:	 	  

		 		 		 		 	  



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	SEVIN ROSEN FUND VII, L.P.
		
	By:	 	SRB ASSOCIATES VII L.P.,
		 	Its General Partner
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
	
	SEVIN ROSEN VII AFFILIATES FUND, L.P.
		
	By:	 	SRB ASSOCIATES VII L.P.,
		 	Its General Partner
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
	
	SEVIN ROSEN BAYLESS MANAGEMENT COMPANY
		
	By:	 	 /s/ John V. Jaggers

	Name:	 	John V. Jaggers
	Title:	 	General Partner
		
	*Address	 	13455 Noel Rd., Suite 1670
		 	Dallas, TX 75240



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	TVM V INFORMATION TECHNOLOGY GMBH & CO. KG
		
	By:	 	 /s/ Mark G. Cipriano

	Name:	 	 Mark G. Cipriano

	Title:	 	 Managing Limited Partner

	Address:	 	TVM Capital
		 	101 Arch Street, Suite 1950
		 	Boston, MA 02110



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 









									
		 		 	INVESTORS:
			
	VANTAGEPOINT VENTURE PARTNERS IV, LP	 		 	VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, LP
					
	By:	 	VANTAGEPOINT VENTURE ASSOCIATES IV, L.L.C.	 		 	By:	 	VANTAGEPOINT VENTURE ASSOCIATES IV, L.L.C.
					
	By:	 	 /s/ VantagePoint Venture Associates IV, LLC
	 		 	By:	 	 /s/ VantagePoint Venture Associates IV, LLC

					
	Name:	 	  
	 		 	Name:	 	  

					
	Title:	 	  
	 		 	Title:	 	  

	*Address	 		 		 	*Address	 	
				
	VANTAGEPOINT VENTURE PARTNERS IV (Q), LP	 		 		 	

  

									
	By:	 	VANTAGEPOINT VENTURE ASSOCIATES IV, L.L.C.	 		 	*Address:	 	  

		 	 		 		 	  

					
	By:	 	 /s/ VantagePoint Venture Associates IV, LLC
	 		 		 	
					
	Name:	 	  
	 		 		 	
					
	Title:	 	  
	 		 		 	
	*Address	 		 		 		 	


  
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SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
	INVESTORS:
		
		 	CENTERPOINT VENTURE FUND III (Q), L.P.
			
		 	By:	 	CENTERPOINT ASSOCIATES III,
		 		 	L.P.
		 		 	CENTERPOINT ASSOCIATES MANAGEMENT III, L.L.C.
			
		 	By:	 	 /s/ CenterPoint Associates III, LP

			
		 	Name:	 	  

			
		 	Title:	 	  

			
		 	Address:	 	  

		 		 	  

		
		 	CENTERPOINT VENTURE FUND III, L.P.
			
		 	By:	 	CENTERPOINT ASSOCIATES III, L.P.
		 		 	CENTERPOINT ASSOCIATES MANAGEMENT III, L.L.C.
			
		 	By:	 	 /s/ CenterPoint Associates III, LP

			
		 	Name:	 	  

			
		 	Title:	 	  

		 	Address:	 	  

		 		 	  




  
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SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
	INVESTORS:
	
	ANTHONY JEFFRIES
		
		 	 /s/ Anthony Jeffries

		 	Address:	 	  

		 		 	  




  
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 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	MOHR SEED CAPITAL II LP
		
	By:	 	 /s/ Mohr Seed Capital II LP

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
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SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	RELL FAMILY PARTNERS LIMITED
		
	By:	 	 /s/ Rell Family Partners Limited

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
 COUNTERPART
SIGNATURE TO 
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	INVESTORS:
	
	DAVE SEGRE
	
	 /s/ Dave Segre

	Address:	 	  

		 	  




  
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	INVESTORS:
	
	JOHN TEEGAN
	
	 /s/ John Teegan

	Address:	 	  

		 	  




  
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SIGNATURE TO 
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	INVESTORS:
	
	THOMAS A. KELLEY & ASSOCIATES PROFIT SHARING PLAN
		
	By:	 	 /s/ Thomas A. Kelley & Associates Profit Sharing Plan

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
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	INVESTORS:
	
	UNIVERSITY OF ILLINOIS FOUNDATION
		
	By:	 	 /s/ University of Illinois Foundation

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
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	INVESTORS:
	
	WS INVESTMENT 99B
		
	By:	 	 /s/ WS Investment 99B

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
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 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	NORTHGATE PARTNERS LLC,
	A DELAWARE MULTIPLE SERIES LLC
		
	By:	 	 /s/ Northgate Partners LLC

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
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 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	MARY L. CAMPBELL TRUST
		
	By:	 	EDF Ventures
		 	Its Managing Director
		
	By:	 	 /s/ EDF Ventures

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  




  
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SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	MIKE PASCOE
	
	 /s/ Mike Pascoe

	Address:	 	  

		 	  




  
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 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	BERKELEY INTERNATIONAL CAPITAL
		
	By:	 	 /s/ Berkeley International Capital

	Name:	 	  

	Title:	 	  

		
	Address:	 	650 California Street, 26th Floor
		 	San Francisco, CA 94108



  
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SIGNATURE TO 
 AMENDMENT NO. 4 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	NEW INVESTORS:
	
	Timothy Russell Davison as Trustee under a Declaration of Trust dated 30 April 2010
	
	 /s/ Timothy Russell Davison

	Authorized Signatory,
	Timothy Russell Davison
	
	INDEPENDENT WEALTH MANAGEMENT CONSULTANTS LIMITED
		
	By:	 	 /s/ Timothy Russell Davison

	Name:	 	 T. R. Davison

	Title:	 	  

	
	 /s/ Stuart Barnes

	Stuart Barnes
	
	 /s/ Mike Smith

	Mike Smith
	
	 /s/ Stuart Barnes

	Steve Webb acting by his duly authorized attorney Stuart Barnes
	
	 /s/ Stuart Barnes

	Dave Winterburn acting by his duly authorized attorney Stuart Barnes
	
	 /s/ Stuart Barnes

	John Ellison acting by his duly authorized attorney Stuart Barnes
	
	 /s/ Timothy Russell Davison

	Russell Johnson acting by his duly authorized attorney Timothy Russell Davison
	
	 /s/ Stuart Barnes

	Scott White acting by his duly authorized attorney Stuart Barnes
	
	 /s/ Stuart Barnes

	Steve Desbrulais acting by his duly authorized attorney Stuart Barnes
	
	ASTON UNIVERSITY
		
	By:	 	 /s/ Gareth Evans

	Name:	 	 Gareth Evans

	Title:	 	 Deputy University Secretary




  
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 SCHEDULE B 

NEW INVESTORS 
 Timothy Russell Davison as
Trustee under a Declaration of Trust dated 30 April 2010 
 Timothy Russell Davison 

Independent Wealth Management Consultants Limited 
 Stuart Barnes

 Mike Hamilton-Smith 
 Steve Webb 

Dave Winterburn 
 John Ellison 

Russell Johnson 
 Scott White 

Steve Desbrulais 
 Aston University 







 XTERA COMMUNICATIONS, INC. 

AMENDMENT NO. 5 TO 

AMENDED AND RESTATED VOTING AGREEMENT 

THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT (this “Amendment”) is made and entered into as of
September 23, 2011 by and among Xtera Communications, Inc., a Delaware corporation (the “Company”), certain of the holders of the Company’s Series A-2 Convertible Preferred Stock, par value $0.001 per share
(“Series A-2 Preferred Stock”), certain of the holders of the Company’s Series B-2 Convertible Preferred Stock, par value $0.001 per share (“Series B-2 Preferred Stock”) and certain of the holders
of the Company’s Series C-2 Convertible Preferred Stock, par value $0.001 per share (“Series C-2 Preferred Stock”), all as set forth on Schedule A attached to this Amendment (collectively, the
“Consenting Investors”), and each of the persons set forth on Schedule B attached to this Amendment (each a “New Investor,” and collectively, the “New Investors”). 

RECITALS 
 WHEREAS,
the Company, certain of the holders of the Common Stock, Series A-2 Preferred Stock, Series B-2 Preferred Stock and Series C-2 Preferred Stock previously entered into that certain Amended and Restated Voting Agreement, dated August 1, 2007, as
amended (the “Voting Agreement”); 
 WHEREAS, Section 5(d) of the Voting Agreement provides that
it may only be amended by a written instrument executed by the Company, the holders of a majority of the shares of Common Stock, and the holders of a majority of the shares of the outstanding capital stock of the Company voting together as a single
class on an as converted basis (which majority must include the holders of a majority of the shares of the Series C-2 Preferred Stock); 

WHEREAS, pursuant to the terms of that certain Series D-3 Preferred Stock Purchase Agreement, by and among the Company and the
Investors purchasing shares of the Company’s Series D-3 Preferred Stock, par value $0.001 per share (the “Series D-3 Preferred Stock”) dated on or about the date hereof (the “Purchase Agreement”),
participating Investors exchanged their shares of Series A-2 Preferred Stock, Series B-2 Preferred Stock and Series C-2 Preferred Stock for shares of Series A-3 Preferred Stock, Series B-3 Preferred Stock and Series C-3 Preferred Stock; 

WHEREAS, pursuant to the Amended and Restated Certificate of Incorporation of the Company as filed with the Delaware Secretary of State
on September 22, 2011, each share of Series A-2 Preferred Stock, Series B-2 Preferred Stock and Series C-2 Preferred Stock outstanding on September 24, 2011 shall automatically convert into Common Stock; 

WHEREAS, pursuant to the Purchase Agreement, each New Investor shall receive shares of Series D-3 Preferred Stock (the “New
Shares”) 
 WHEREAS, as a condition to the closing of the transactions contemplated by the Purchase Agreement and the
issuance of the New Shares to the New Investors, each New Investor must execute this Amendment and become a party to the Voting Agreement; and 

WHEREAS, the undersigned, holding the requisite amount of stock necessary to amend the Voting Agreement, desire to amend the Voting
Agreement as provided herein. 







 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 
 1. New Investors.
Each New Investor hereby agrees to become a party to the Voting Agreement and to be bound by each and every term thereof. Each of the New Investors listed on Schedule B attached hereto is hereby added to Exhibit A to the Voting Agreement as a
Series D-3 Investor, and each New Investor shall be deemed an Investor (as such term is defined the Voting Agreement) for all purposes contained in the Voting Agreement. 

2. Amendment Provisions. The Voting Agreement is hereby amended such that: 

Section 1(d) Preferred Stock is hereby replaced in its entirety with the following: 

“(d) “Preferred Stock” means the Series A-3 Convertible Preferred Stock, Series B-3 Convertible Preferred Stock,
Series C-3 Convertible Preferred Stock and Series D-3 Convertible Preferred Stock.” 
 The reference to “Series C-2” in clause (iii) of
Section 5(d) Amendment is hereby replaced with the term “Series D-3.” 
 All other references to “Series A-2” not
otherwise amended herein are hereby replaced with the term “Series A-3.” 
 All other references to “Series B-2” not otherwise amended
herein are hereby replaced with the term “Series B-3.” 
 All other references to “Series C-2” not otherwise amended herein are hereby
replaced with the term “Series C-3.” 
 3. Counterparts. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 4. Titles and
Subtitles. The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment. 

5. Entire Agreement. The Voting Agreement, as modified by this Amendment, and the documents referred to herein and therein constitute
the entire agreement among the parties in respect of the subject matter hereof and thereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein
or therein. 

  
 160 








 IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set
forth above. 
 COMPANY: 
  

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



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	THE WELLCOME TRUST LIMITED,
	AS TRUSTEE OF THE WELLCOME TRUST
		
	By:	 	/s/ Peter Pereira Gray
	Name:	 	Peter Pereira Gray
	Title:	 	Managing Director
		
	Address:	 	215 Euston Road
		 	London NW1 2BE
		 	United Kingdom



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
					
		 	INVESTORS:
		
		 	NEW ENTERPRISE ASSOCIATES 10, L.P.
		
	By:	 	NEA Partners 10, L.P.
		 	Its General Partner
			
		 	By:	 	/s/ Louis S. Citron
		 	Name:	 	Louis S. Citron
		 	Title:	 	Attorney-in-Fact
		 	Address:	 	2490 Sand Hill Road
		 		 	Menlo Park, CA 94025
		
		 	NEW ENTERPRISE ASSOCIATES 9, L.P.
		
	By:	 	NEA Partners 9, L.P.
		 	Its General Partner
			
		 	By:	 	/s/ Louis S. Citron
		 	Name:	 	Louis S. Citron
		 	Title:	 	Attorney-in-Fact
		 	Address:	 	2490 Sand Hill Road
		 		 	Menlo Park, CA 94025



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	ARCH VENTURE FUND III, L.P.
		
	By:	 	ARCH Venture Partners, LLC,
		 	Its General Partner
		
	By:	 	/s/ Clinton W. Bybee
	Its:	 	Managing Director
	
	ARCH VENTURE FUND IV, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	/s/ Clinton W. Bybee
	Its:	 	Managing Director
	
	ARCH VENTURE FUND IV A, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	/s/ Clinton W. Bybee
	Its:	 	Managing Director
	
	ARCH ENTREPRENEURS FUND, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	/s/ Clinton W. Bybee
	Its:	 	Managing Director
	
	ARCH VENTURE FUND VI, L.P.
		
	By:	 	ARCH Venture Partners IV, LLC,
		 	Its General Partner
		
	By:	 	/s/ Clinton W. Bybee
	Its:	 	Managing Director
		
	Address:	 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	TRELLIS PARTNERS II, L.P.
		
	By:	 	Trellis Management II, L.P.,
		 	Its General Partner
		
	By:	 	/s/ Trellis Management II, L.P.
	Name:	 	 
	Title:	 	 
		
	Address:	 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	UC BERKELEY FOUNDATION
		
	By:	 	 /s/ Lina Wang

	Name:	 	 Lina Wang

	Title:	 	 
		
	Address:	 	 2080 Addison, Suite 4200

		 	 Berkeley, CA 94720

		
	By:	 	 /s/ Loraine Binion

	Name:	 	 Loraine Binion

	Title:	 	 Interim Treasurer

		
	Address:	 	 2080 Addison, Suite 4200

		 	 Berkeley, CA 94720




  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	CLIFFORD HIGGERSON
	
	/s/ Clifford H. Higgerson
	Address:	 	 361 Lytton Avenue, 2nd Floor

		 	 Palo Alto, CA 94301




  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	HAYDEN H. HARRIS LIVING TRUST
	DTD. 3-6-98
		
	By:	 	/s/ Hayden Harris
	Name:	 	Hayden Harris
	Title:	 	Trustee
		
	Address:	 	
		 	



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	
	INVESTORS:
	
	BEAU D. LASKEY
	
	/s/ Beau Laskey
	Address:	 	 
		 	



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	
	INVESTORS:
	
	JAMES R. ADOX
	
	/s/ James R. Adox
	Address:	 	
		 	



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	
	INVESTORS:
	
	PATRICK ENNIS
	
	/s/ Patrick Ennis
		
	Address:	 	3150 139th Avenue SE
		 	Building 4
		 	Bellevue, WA 98005



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	
	INVESTORS:
	
	THOMAS S. PORTER RESTATED TRUST
	DTD. 11-14-05
		
	By:	 	/s/ Thomas S. Porter
	Name:	 	Thomas S. Porter
	Title:	 	Trustee
		
	Address:	 	
		 	



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	
	INVESTORS:
	
	ACCEL EUROPE L.P.
		
	By:	 	Accel Europe Associates L.P.
		 	its General Partner
	By:	 	Accel Europe Associates L.L.C.
		 	its General Partner
		
	By:	 	/s/ Accel Europe L.P.
	Name:	 	Accel Europe L.P.
	Title:	 	Attorney in Fact
		
	Address:	 	428 University Ave.
		 	Palo Alto, CA 94301-1812
	
	ACCEL EUROPE INVESTORS 2003, L.P.
		
	By:	 	Accel Europe Investors 2003 L.P.
		 	its General Partner
	By:	 	Accel Europe Associates L.L.C.
		 	its General Partner
		
	By:	 	/s/ Accel Europe Investors 2003 L.P.
	Name:	 	Accel Europe Investors 2003 L.P.
	Title:	 	Attorney in Fact
		
	Address:	 	428 University Ave.
		 	Palo Alto, CA 94301-1812



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	
	INVESTORS:
	
	JON BAYLESS
	
	/s/ Jon Bayless
	Address:	 	13455 Noel Road, Suite 1670
		 	Two Galleria Tower
		 	Dallas, TX 75240



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 INVESTORS: 

 


			
	 JERUSALEM VENTURE PARTNERS IV, LP

 

		
	By:	 	/s/ Jerusalem Venture Partners IV, LP
	Name:	 	 
	Title:	 	 
	Address:	 	24 Hebron Road
		 	Jerusalem, Israel 93542

 


			
	JERUSALEM VENTURE PARTNERS ENTREPRENEURS FUND V, LP
		
	By:	 	/s/ Jerusalem Venture Partners Entrepreneurs Fund V, LP
	Name:	 	 
	Title:	 	 
	Address:	 	7 West 22nd Street 7th floor
	    NY, NY 10010

 
 


 


			
	JERUSALEM VENTURE PARTNERS IV-A, LP
		
	By:	 	/s/ Jerusalem Venture Partners IV-A, LP
	Name:	 	 
	Title:	 	 
	Address:	 	7 West 22nd Street 7th floor
		 	NY, NY 10010

 


			
	JERUSALEM VENTURE PARTNERS IV (ISRAEL), LP
		
	By:	 	/s/ Jerusalem Venture Partners IV (Israel), LP
	Name:	 	 
	Title:	 	 
	Address:	 	24 Hebron Road
	    Jerusalem, Israel 93542

 
 


  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	
	INVESTORS:
	
	LAGO VENTURES FUND ONE LIMITED
		
	By:	 	/s/ Arvind Gulati
	Name:	 	Arvind Gulati
	Title:	 	Director Representative
	Address:	 	c/o Cayside Trust Company Limited
		 	Lyford Cay House, 6th Floor
		 	Western Road
		 	P.O. Box N-7776 (Slot 193)
		 	Lyford Cay, New Providence
		 	The Bahamas



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 INVESTORS: 

 


			
	
	NEWBURY VENTURES III, LP *
		
	By:	 	/s/ Joseph Kell
		
	Name:	 	Joseph Kell
		
	Title:	 	CFO
		
	Address:	 	255 Shoreline Drive, # 520
		 	Redwood Shores, CA 94065
	
	NEWBURY VENTURES III GMBH &CO, KG **
		
	By:	 	/s/ Joseph Kell
		
	Name:	 	Joseph Kell
		
	Title:	 	CFO
		
	Address:	 	Same





			
	
	NEWBURY VENTURES CAYMAN III, LP *
		
	By:	 	/s/ Joseph Kell
		
	Name:	 	Joseph Kell
		
	Title:	 	CFO
		
	Address:	 	Same
	
	NEWBURY VENTURES EXECUTIVES III, LP *
		
	By:	 	/s/ Joseph Kell
		
	Name:	 	Joseph Kell
		
	Title:	 	CFO
		
	Address:	 	Same

 
 

  

			
		
	*	 	By:         Newbury Venture Partners III, LLC
	  
	 	Its:         General Partner
		
	**	 	By:         Newbury Venture Partners III, LLC
	  
	 	Its:         Managing Limited Partner


  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 INVESTORS: 
  

					
	
	Star Growth Enterprise, a German Civil Law Partnership (with limitation of liability)
	By:	 	SVM Star Ventures Managementgesellschaft mbH Nr. 3
	Title:	 	Managing Partner	 	
		
	/s/ Meir Barel	 	
	By:	 	Dr. Meir Barel	 	
	Title:	 	Managing Director	 	
	
	SVM Star Ventures Managementgesellschaft mbH Nr. 3 and Co. Beteiligungs KG Nr. 3
	By:	 	SVM Star Ventures Managementgesellschaft mbH Nr. 3
	Title:	 	Managing Partner	 	
		
	/s/ Meir Barel	 	
	By:	 	Dr. Meir Barel	 	
	Title:	 	Managing Director	 	
	
	SVM Star Ventures Managementgesellschaft mbH Nr. 3
		
	/s/ Meir Barel	 	
	By:	 	Dr. Meir Barel	 	
	Title:	 	Managing Director	 	
	
	SVE Star Ventures Enterprises GmbH & Co. No. IX KG
	By:	 	SVM Star Ventures Managementgesellschaft mbH Nr. 3
	Title:	 	Managing Partner	 	
		
	/s/ Meir Barel	 	
	By:	 	Dr. Meir Barel	 	
	Title:	 	Managing Director	 	
	
	Star Management of Investments No. II (2000) L.P.
	By:	 	SVM STAR Venture Capital Management Ltd.
	Title:	 	Managing Partner	 	
		
	/s/ Meir Barel	 	
	By:	 	Dr. Meir Barel	 	
	Title:	 	Director	 	


  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	THE RAHN GROUP
		
	By:	 	/s/ The Rahn Group
	Name:	 	 
	Title:	 	 
		
	Address:	 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 INVESTORS: 

 


			
	
	RHO MANAGEMENT TRUST I
		
	By:	 	RHO CAPITAL PARTNERS INC.
		
	By:	 	/s/ Jeffrey Martin
		
	Name:	 	Jeffrey Martin
		
	Title:	 	Attorney-in-fact
		
	Address*	 	
	
	RHO VENTURES IV (QP) L.P.
		
	By:	 	RHO MANAGEMENT VENTURES, IV, LLC
		
	By:	 	/s/ Jeffrey Martin
		
	Name:	 	Jeffrey Martin
		
	Title:	 	Attorney-in-fact
		
	Address*	 	





			
	
	RHO VENTURES IV GMBH & CO. BETEILIGUNGS KG
		
	By:	 	RHO CAPITAL PARTNERS VERWALTONGS GMBH
		
	By:	 	/s/ Jeffrey Martin
		
	Name:	 	Jeffrey Martin
		
	Title:	 	Attorney-in-fact
		
	Address*	 	
	
	RHO VENTURES IV L.P.
		
	By:	 	RHO MANAGEMENT VENTURES IV, L.L.C.
		
	By:	 	/s/ Jeffrey Martin
		
	Name:	 	Jeffrey Martin
		
	Title:	 	Attorney-in-fact
		
	*Address:	 	 
		 	 

 
 


  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	
	INVESTORS:
	
	SEVIN ROSEN FUND VII, L.P.
	
	SRB ASSOCIATES VII L.P.
	Its General Partner
		
	By:	 	/s/ John V. Jaggers
	Name:	 	John V. Jaggers
	Title:	 	General Partner
	Address:	 	    c/o Sevin Rosen Funds
		 	    13455 Noel Road, Suite 1670
		 	    Dallas, TX 75240
	
	SEVIN ROSEN VII AFFILIATES FUND, L.P.
		
	By:	 	SRB ASSOCIATES VII L.P..
		 	Its General Partner
		
	By:	 	/s/ John V. Jaggers
	Name:	 	John V. Jaggers
	Title:	 	General Partner
	Address:	 	    c/o Sevin Rosen Funds
		 	    13455 Noel Road, Suite 1670
		 	    Dallas, TX 75240
	
	SEVIN ROSEN BAYLESS MANAGEMENT COMPANY
		
	By:	 	/s/ John V. Jaggers
	Name:	 	John V. Jaggers
	Title:	 	Vice President
	Address:	 	    c/o Sevin Rosen Funds
		 	    13455 Noel Road, Suite 1670
		 	    Dallas, TX 75240



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 INVESTORS: 

 


			
	VANTAGEPOINT VENTURE PARTNERS
IV, LP
		
	By:	 	VANTAGEPOINT VENTURE ASSOCIATES IV, L.L.C.
		
	By:	 	/s/ Vantagepoint Venture Associates IV, L.L.C.
		
	Name:	 	 
		
	Title:	 	 
	*Address
	
	VANTAGEPOINT VENTURE PARTNERS
IV (Q), LP
		
	By:	 	VANTAGEPOINT VENTURE ASSOCIATES IV, L.L.C.
		
	By:	 	/s/ Vantagepoint Venture Associates IV, L.L.C.
		
	Name:	 	 
		
	Title:	 	 
	*Address

 


			
	VANTAGEPOINT VENTURE PARTNERS
IV PRINCIPALS FUND, LP
		
	By:	 	VANTAGEPOINT VENTURE ASSOCIATES IV, L.L.C.
		
	By:	 	/s/ Vantagepoint Venture Associates IV, L.L.C.
		
	Name:	 	 
		
	Title:	 	 
	*Address
	
	
	
		
	  
 *Address:
	 	 
		 	 

 
 


  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	ANTHONY JEFFRIES
	
	 /s/ Anthony Jeffries

	 Address:
	 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	MOHR SEED CAPITAL II LP
		
	By:	 	/s/ Robert Mohr
	Name:	 	Robert Mohr
	Title:	 	Owner
		
	Address:	 	14643 Dallas Parkway, Suite 1000
		 	Dallas, TX 75254



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	RELL FAMILY PARTNERS LIMITED
		
	By:	 	/s/ Rell Family Partners Limited
	Name:	 	 
	Title:	 	 
		
	Address:	 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	DAVE SEGRE
	
	 /s/ Dave Segre

	 Address:
	 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	JOHN TEEGEN
	
	 /s/ John Teegen

	 Address:
	 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	THOMAS A. KELLEY & ASSOCIATES
	PROFIT SHARING PLAN
		
	By:	 	/s/ Tom A. Kelley
	Name:	 	Tom A. Kelley
	Title:	 	Trustee of Plan
		
	Address:	 	5 Franciscan Ridge
		 	Portola Valley, California
		 	94028-8043



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	 UNIVERSITY OF ILLINOIS

FOUNDATION

		
	By:	 	/s/ Laura A. Vossman
	Name:	 	Laura A. Vossman
	Title:	 	Assistant Treasurer
		
	Address:	 	1305 W. Green St.
		 	Urbana, IL 61801



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	WS INVESTMENT 99B
		
	By:	 	/s/ WS Investment 99B
	Name:	 	 
	Title:	 	 
		
	Address:	 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	ARTHUR TRUEGER
	
	/s/ Arthur Trueger
	Address:	 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	 INVESTORS:
  

STUART BARNES

	
	 /s/ Stuart Barnes

		
	Address:	 	 
		 	 
		 	 
		 	 
		 	 
		 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	 INVESTORS:
  

TIMOTHY RUSSELL DAVISON

	
	 /s/ Timothy Russell Davison

		
	Address:	 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	 INVESTORS:
  

STEVEN DESBRUSLAIS

	
	 /s/ Steven Desbruslais

		
	Address:	 	 
		 	 
		 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	 INVESTORS:
  

JOHN ELLISON

	
	 /s/ J. Ellison

		
	Address:	 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	 INVESTORS:
  

MICHAEL HAMILTON-SMITH

	
	 /s/ Michael Hamilton-Smith

		
	Address:	 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	 INVESTORS:
  

INDEPENDENT WEALTH MANAGEMENT CONSULTANTS LIMITED

		
	By:	 	/s/ Timothy Davison
	Name:	 	Timothy Davison
	Title:	 	Director
		
	Address:	 	14 Exchange Street
		 	Retford DN22 6BL



  
 COUNTERPART SIGNATURE
TO 
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	 INVESTORS:
  

RUSSELL JOHNSON

	
	 /s/ Russell Johnson

		
	Address:	 	 
		 	 



  
 COUNTERPART SIGNATURE
TO 
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	INVESTORS:
	
	TIMOTHY RUSSELL DAVISON AS TRUSTEE UNDER A DECLARATION OF TRUST DATED 30 APRIL 2010
		
	By:	 	/s/ Timothy Davison
	Name:	 	Timothy Davison
	Title:	 	Trustee
		
	Address:	 	14 Exchange Street
		 	Retford DN22 6BL



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	STEPHEN WEBB
	
	/s/ S.M. Webb
	Address:	 	 
		 	 
		 	 



  
 COUNTERPART
SIGNATURE TO 
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	INVESTORS:
	
	SCOTT WHITE
	
	/s/ Scott White
	Address:	 	 
		 	 



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	DAVID WINTERBURN
	
	/s/ David Winterburn
	Address:	 	 
		 	 
		 	 
		 	 
		 	 



  
 COUNTERPART
SIGNATURE TO 
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	INVESTORS:
	
	JEANNE ANN BAYLESS
	
	/s/ Jeanne Ann Bayless
	Address:	 	 
		 	 



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	JON W. BAYLESS, JR.
	
	/s/ Jon W. Bayless, Jr.
	Address:	 	 
		 	 



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	REBECCA L.R. BAYLESS
	
	/s/ Rebecca L.R. Bayless
	Address:	 	 
		 	 



  
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SIGNATURE TO 
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	INVESTORS:
	
	JON BAYLESS, SEPARATE PROPERTY
	
	/s/ Jon Bayless
	Address:	 	13455 Noel Road, Suite 1670
		 	Two Galleria Tower
		 	Dallas, TX 75240



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	 REBECCA BAYLESS, TRUSTEE FOR

CHRISTIAN A.R. BAYLESS TRUST

	
	/s/ Rebecca Bayless
	Address:	 	 
		 	 



  
 COUNTERPART
SIGNATURE TO 
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	INVESTORS:
	
	 REBECCA BAYLESS, TRUSTEE FOR

W. ANDREW BAYLESS TRUST

	
	/s/ Rebecca Bayless
	Address:	 	 
		 	 



  
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SIGNATURE TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	HAYDEN HARRIS
	
	/s/ Hayden Harris
	Address:	 	 
		 	 



  
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SIGNATURE TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT 








 
			
	INVESTORS:
	
	THOMAS S. PORTER RESTATED TRUST
	DTD. 7-31-98
		
	By:	 	/s/ Thomas S. Porter
	Name:	 	Thomas S. Porter
	Title:	 	Trustee
		
	Address:	 	
		 	



  
 COUNTERPART
SIGNATURE TO 
 AMENDMENT NO. 5 TO AMENDED AND RESTATED VOTING AGREEMENT