Form of Warrant to Purchase Series A Preferred Stock of Registrant



 Exhibit 10.12 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO
THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 
 AMENDED AND RESTATED WARRANT TO PURCHASE STOCK 
  

			
	Company:	  	Force10 Networks, Inc., a Delaware corporation (formerly known as Turin Networks, Inc., a Delaware corporation)
	Number of Shares:	  	         shares
	Class of Stock/Series:	  	The Series A Preferred Stock of the Company (the “Series A”)
	Warrant Price:	  	$         per share
	Issue Date:	  	June 26, 2009
	Expiration Date:	  	                    
	Credit Facility:	  	                    

 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SVB FINANCIAL GROUP
(SVB Financial Group, together with any registered holder from time to time of this Warrant or any holder of the shares issuable or issued upon exercise of this Warrant, “Holder”) is entitled to purchase the number of fully paid and
nonassessable shares of the class of securities (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions
set forth in this Warrant. This Warrant is issued in exchange for that certain Warrant of Titan1 issued to Holder on November 30, 2006 and assumed by the Company on March 31, 2009 (the “Original Warrant”). Upon Holder’s
execution and delivery of this Warrant, the Original Warrant shall be cancelled by the Company and shall no longer be of any force or effect. 
 ARTICLE 1. EXERCISE. 
 1.1 Method of Exercise. Holder may exercise this Warrant by delivering a duly
executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder shall also deliver to the Company a check, wire
transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. 
 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by
dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market
value of the Shares shall be determined pursuant to Article 1.3. 







 1.3 Fair Market Value. If the Company’s common stock is traded in a public
market and the Shares are common stock, the fair market value of each Share shall be the average of the closing price of a Share reported for the five (5) consecutive trading days including and ending on the trading day immediately before
Holder delivers its Notice of Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the “price to public” per share price specified
in the final prospectus relating to such offering). If the Company’s common stock is traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the average closing price of a share of the
Company’s common stock reported for the five (5) consecutive trading days including and ending on the trading day immediately before Holder delivers its Notice of Exercise to the Company (or, in the instance where the Warrant is exercised
immediately prior to the effectiveness of the Company’s initial public offering, the initial “price to public” per share price specified in the final prospectus relating to such offering), in both cases, multiplied by the number of
shares of the Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith
judgment. 
 1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and,
if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant
representing the Shares not so acquired. 
 1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of
mutilation on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 
 1.6 Treatment of Warrant Upon Acquisition of Company. 
 1.6.1
“Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale, exclusive license, or other disposition of all or substantially all of the assets of the Company (an “Asset Sale”), or any
reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.

 1.6.2 Treatment of Warrant at Acquisition. 
 A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an Asset Sale and in which the sole consideration is cash, either (a) Holder shall exercise
its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will expire upon the
consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the foregoing (together with such reasonable information as Holder may request in connection with such contemplated Acquisition giving
rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 







 B) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an
Asset Sale to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed
effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of
any such True Asset Sale. The Company shall provide Holder with written notice of its request relating to the foregoing (together with such reasonable information as Holder may request in connection with such contemplated Acquisition giving rise to
such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 
 C) Upon
the closing of any Acquisition other than those particularly described in subsections (A) and (B) above, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities,
cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or number
of Shares shall be adjusted accordingly. 
 As used herein “Affiliate” shall mean any person or entity that owns or controls
directly or indirectly twenty (20) percent or more of the stock of Company. 
 ARTICLE 2. ADJUSTMENTS TO THE SHARES. 
 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares payable in common stock, or other
securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the
date the dividend occurred. If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increase the amount of stock into which the Shares are convertible, the number of
shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the
Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 
 2.2
Reclassification, Exchange, Combinations or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this
Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such
reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms
of the Company’s Articles or Certificate (as applicable) of Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder an amendment to this
Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the
number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments








 
provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The
provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 
 2.3 Adjustments for Diluting Issuances. The number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Company’s Articles or
Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Company’s Articles or Certificate (as applicable) of Incorporation
relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner
as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to Holder. 
 2.4 No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation or through a reorganization, transfer of assets, consolidation, merger,
dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith
assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment. 
 2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of this Warrant and the number of Shares to
be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount computed by
multiplying the fractional interest by the fair market value of a full Share. 
 2.6 Certificate as to Adjustments. Upon
each adjustment of the Warrant Price, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such
adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant
Price. 
 ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 
 3.1 Representations and Warranties. The Company represents and warrants to Holder as follows: 
 (a) All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any,
issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable
federal and state securities laws. 
 (b) The Company’s capitalization table attached hereto as Schedule 1 is true
and complete as of the Issue Date. 







 3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare
any dividend or distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to effect any reclassification or recapitalization of any of its stock; or (c) to
merge or consolidate with or into any other corporation, or sell, lease, exclusively license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with each such event, the Company shall give
Holder: (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for
determining rights to vote, if any, in respect of the matters referred to in (a) above; and (2) in the case of the matters referred to in (c) above at least 10 days prior written notice of the date when the same will take place (and
specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event). Company will also provide information requested by Holder
reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. 
 3.3 Registration
Under Securities Act of 1933, as amended. Holder is a party to that certain Amended and Restated Investors’ Rights Agreement dated as of June 18, 2009 by and among the Company and certain of its investors in the form attached hereto as
Exhibit “A” (the “Investors’ Rights Agreement”) with respect to certain registration, notice and other rights set forth therein. 
 3.4 No Shareholder Rights. Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant. 
 3.5 Standoff Restrictions. The Holder agrees to be bound by the market standoff restrictions set forth in Section 4 of the
Investment Rights Agreement. 
 ARTICLE 4. REPRESENTATIONS, WARRANTIES OF HOLDER. Holder represents and warrants to the Company as
follows: 
 4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by
Holder will be acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that Holder has not been formed for the
specific purpose of acquiring this Warrant or the Shares. 
 4.2 Disclosure of Information. Holder has received or has
had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask
questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access. 
 4.3 Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of
companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that
Holder is capable of evaluating the merits and risks of its investment in this








 
Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and
duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons. 
 4.4
Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act. 
 4.5 The Act. Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered under the Act in reliance upon a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held
indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. 
 ARTICLE 5. MISCELLANEOUS. 
 5.1 Term. This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date. 
 5.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following
form: 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 
 5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the
securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee
(including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Silicon Valley Bank
(“Bank”) to provide an opinion of counsel if the transfer is to Bank’s parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other affiliate of Bank. Additionally, the Company shall also not require an
opinion of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents
that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. 







 5.4 Transfer Procedure. After receipt by Bank of the executed Warrant, Bank will
transfer all of this Warrant to SVB Financial Group by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, SVB Financial Group and any
subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in
connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee, the subsequent
Holder and the transferee(s) execute an Assignment substantially similar to the attached as Appendix 2 and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). The Company may refuse to
transfer this Warrant or the Shares to any person who directly competes with the Company, unless, in either case, the stock of the Company is publicly traded. 
 5.5 Notices. All notices and other communications from the Company to Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or
certified mail, postage prepaid, at such address as may have been furnished to the Company or Holder, as the case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such Holder from time to time.
Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above, all notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer
or otherwise: 
 Silicon Valley Bank 
 c/o SVB Financial Group 
 Attn: Treasury Department 
 3003 Tasman Drive, HA 200 
 Santa Clara, CA 95054 
 Telephone: 408-654-7400 
 Facsimile: 408-496-2405 
 Notice
to the Company shall be addressed as follows until Holder receives notice of a change in address: 
 Force10 Networks, Inc.

 Attn: Leah Maher 
 350 Holger Way 
 San Jose, CA 94134-1362 
 Telephone: 408-571-3015 
 Facsimile: 408-571-3550 
 5.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 
 5.7 Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from
the other party all costs incurred in such dispute, including reasonable attorneys’ fees. 







 5.8 Automatic Conversion upon Expiration. In the event that, upon the Expiration
Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be
deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate
representing the Shares (or such other securities) issued upon such conversion to Holder. 
 5.9 Counterparts. This
Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. 
 5.10 Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law. 
 [Signature page follows.] 








									
	“COMPANY”	 		 	Date:	 	                    
				
	Force10 Networks, Inc.	 		 		 	
					
	By:	 	  
	 		 	By:	 	  

	Name:	 	Henry Wasik	 		 	Name:	 	Bill Zerella
		 	(Print)	 		 		 	(Print)
	Title:	 	President and Chief Executive Officer	 		 	Title:	 	Chief Financial Officer

  

			
	“HOLDER”
	
	SVB Financial Group
		
	By:	 	  

	Name:	 	  

		 	(Print)
	Title:	 	  









 SCHEDULE 1 
 CAPITALIZATION TABLE 
 [See attached.]








 APPENDIX 1 
 NOTICE OF EXERCISE 
 1. Holder elects to
purchase          shares of the Common/Series                      Preferred [strike one] Stock
of                              pursuant to the terms of the attached Warrant, and tenders payment of
the purchase price of the shares in full. 
 [or] 
 1. Holder elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised for
                             of the Shares covered by the Warrant. 
 [Strike paragraph that does not apply.] 
 2. Please issue a certificate or certificates representing the shares in the name specified below: 
  

	
	  

	 Holders Name

	
	  

	  

	 (Address)


 3. By its execution below and for the benefit of the Company, Holder hereby restates
each of the representations and warranties in Article 4 of the Warrant as the date hereof and agrees to comply with the covenants of Holder set forth in Article 4 and 5 of such Warrant. 
  

			
	HOLDER:
	
	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  

	(Date):	 	  










 APPENDIX 2 
 ASSIGNMENT 
 For value received, Silicon Valley
Bank hereby sells, assigns and transfers unto 
  

			
	Name:	    	SVB Financial Group
	Address:	    	3003 Tasman Drive (HA-200)
		    	Santa Clara, CA 95054
		
	Tax ID:	    	91-1962278

 that certain Warrant to Purchase Stock issued by
                             (the “Company”), on
            , 2       (the “Warrant”) together with all rights, title and interest therein. 
  

			
	SILICON VALLEY BANK
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Date:                     
 By its execution below, and for the benefit of the Company, SVB Financial Group makes each of the representations and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of the date hereof
(including agreeing to comply with the covenants of Holder set forth in Article 4 and 5 of such Warrant). 
  

			
	SVB FINANCIAL GROUP
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT A 
 AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT DATED 
 JUNE
18, 2009 
 (attached)