EXHIBIT 10.1


 


SUPPORT AGREEMENT


 


This SUPPORT AGREEMENT (this “Agreement”), dated as of September 16,
2010, is by and among Calix, Inc., a Delaware corporation (“Parent”),
Ocean Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of
Parent (“Merger Sub”), Ocean Sub II, LLC, a Delaware limited liability
company and a wholly owned subsidiary of Parent (“Second Merger Sub,”
and together with Parent and Merger Sub, the “Parent Parties) and the
individuals or entities set forth on Schedule A hereto (each, a “Stockholder”).


 


WHEREAS, as of the date hereof, each Stockholder is the
holder of the number of shares of common stock, par value $0.001 per share (“Common
Stock”), of Occam Networks, Inc., a Delaware corporation (the “Company”),
set forth opposite such Stockholder’s name on Schedule A (with respect
to each Stockholder such shares of Common Stock of the Company held of record
or beneficially owned by such Stockholder or over which such Stockholder
exercises sole voting power, together with any additional shares of Common
Stock of the Company that are hereafter held of record or beneficially owned by
such Stockholder or over which such Stockholder otherwise acquires sole voting
power after the date hereof being referred to herein as such Stockholder’s “Subject
Shares”);


 


WHEREAS, the Parent Parties and the Company propose to
enter into an Agreement and Plan of Merger and Reorganization, dated as of the
date hereof (the “Merger Agreement”), which provides, among other
things, for the merger of Merger Sub with and into the Company, with the
Company continuing as the surviving corporation thereof (the “First Merger”),
immediately followed by the merger of the Company with and into Second Merger
Sub, with Second Merger Sub as the ultimate surviving company (together with
the First Merger, the “Transaction”), upon the terms and subject to the
conditions set forth in the Merger Agreement (capitalized terms used but not
otherwise defined herein shall have the respective meanings ascribed to such
terms in the Merger Agreement); and


 


WHEREAS, as a condition to their willingness to enter into
the Merger Agreement, the Parent Parties have required that each Stockholder
enter into this Agreement.


 


NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
below and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, do hereby agree as follows:


 


ARTICLE I


TRANSFER OF SUBJECT SHARES AND VOTING RIGHTS


 


1.1.   Restriction on Transfer
of Subject Shares. Subject to Section 1.2, during the
period from the date of this Agreement through the earlier of (i) the date
upon which the Merger Agreement is validly terminated in accordance with its
terms and (ii) the Effective Time (the earliest of (i) or (ii), the “Expiration
Date”), no Stockholder shall, directly or indirectly, cause or permit to be
effected any 


 

















 


Transfer
(as defined below) of any of such Stockholder’s Subject Shares.  A Stockholder shall be deemed to have
effected a “Transfer” of such Stockholder’s Subject Shares if such
Stockholder directly or indirectly: (i) sells, pledges, encumbers, grants
an option with respect to, transfers or disposes of such Stockholder’s Subject
Shares or any interest therein to any Person other than Parent; (ii) enters
into an agreement or commitment contemplating the possible sale of, pledge of,
encumbrance of, grant of an option with respect to, transfer of or disposition
of such Stockholder’s Subject Shares or any interest therein to any Person
other than Parent; or (iii) reduces such Stockholder’s beneficial
ownership of, interest in or risk relating to such Subject Shares.


 


1.2.   Permitted Transfers.
Section 1.1 shall not prohibit a Transfer of Subject Shares by a
Stockholder (a) if such Stockholder is an individual (i) to any
member of such Stockholder’s immediate family (including any spouse, ex-spouse,
domestic partner, lineal descendant or antecedent, brother or sister, the
adopted child or adopted grandchild, or the spouse or domestic partner of any
child, adopted child, grandchild or adopted grandchild of the Stockholder), or
to a trust for the benefit of such Stockholder or any of the foregoing individuals,
(ii) pursuant to any bona fide gift of Subject Shares effected for tax
planning purposes, or (iii) upon the death of such Stockholder, or (b) if
such Stockholder is not an individual, to one or more partners or members of
such Stockholder or to any Affiliate of such Stockholder; provided,
however, that a transfer referred to in this sentence shall be
permitted only if, as a precondition to such transfer, the transferee executes
a counterpart of this Agreement and becomes bound by all of the terms of this
Agreement to the same extent as the transferring Stockholder.


 


ARTICLE II


VOTING OF SHARES


 


2.1.   Voting Covenant.  Each Stockholder hereby agrees that, prior to
the Expiration Date, at any meeting of the stockholders of the Company, however
called, and in any written action by consent of stockholders of the Company,
such Stockholder shall cause the Subject Shares to be voted:


 


(a)       in favor of the adoption
of the Merger Agreement; and


 


(b)      against any (A) Acquisition
Proposal or (B) any amendment to the Company’s certificate of
incorporation or bylaws that is intended, or could reasonably be expected to,
impede, interfere with, delay, postpone or adversely affect the Transaction.


 


2.2.   Irrevocable Proxy.


 


(a)       Each Stockholder hereby revokes (or agrees to cause promptly to
be revoked) any proxies that such Stockholder
has heretofore granted with respect to the Subject Shares.  Such Stockholder hereby irrevocably appoints
Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for
and in the name, place and stead of such Stockholder, to: (a) attend any
and all meetings of the stockholders of the Company, (b) vote, express
consent or dissent or issue instructions to the record holder to vote such
Stockholder’s Subject Shares in accordance with the provisions of
Section 2.1 at any and all meetings of the stockholders of the Company,
and (c) grant or withhold, or issue instructions to the record holder to
grant or withhold, consistent with the provisions of Section 2.1, all
written consents with respect to the Subject Shares at any and all meetings of
the stockholders of the Company or in connection with any action sought to be
taken by written consent without a meeting. 
Parent agrees not to exercise the proxy granted herein for any purpose
other than the purposes described in this Agreement.  The foregoing proxy shall be deemed to be a
proxy coupled


 


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with
an interest, is irrevocable (and as such shall survive and not be affected by
the death, incapacity, mental illness or insanity of such Stockholder, as
applicable) until the Expiration Date and shall not be terminated by operation
of Law or upon the occurrence of any other event.  Such Stockholder authorizes such attorney and
proxy to substitute any other Person to act hereunder, to revoke any
substitution and to file this proxy and any substitution or revocation with the
Secretary of the Company.  Such
Stockholder hereby affirms that the proxy set forth in this Section 2.2 is
given in connection with and granted in consideration of and as an inducement
to the Parent Parties to enter into the Merger Agreement and that such proxy is
given to secure the obligations of the Stockholder under Section 2.1.  The proxy set forth in this Section 2.2
is executed and intended to be irrevocable, subject, however, to its automatic
termination upon the termination of this Agreement pursuant to Section 6.2.


 


(b)      No Stockholder shall enter
into any tender, voting or other such agreement, or grant a proxy or power of
attorney, with respect to the Subject Shares that is inconsistent with this
Agreement or otherwise take any other action with respect to the Subject Shares
that would in any way restrict, limit or interfere with the performance of such
Stockholder’s obligations hereunder or the transactions contemplated hereby.


 


(c)       The representations and
warranties, covenants and obligations of each Stockholder hereunder shall be
several and not joint and no Stockholder shall be responsible or liable for the
breach of this Agreement by any other Stockholder.  Nothing in this Agreement shall require any
Stockholder to exercise any option and/or other right to purchase any Common
Stock of the Company.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS


 


Each
Stockholder represents and warrants to the Parent Parties as to such
Stockholder, severally and not jointly, that:


 


3.1.   Authorization; Binding
Agreement.  If such
Stockholder is a corporation, limited partnership or limited liability company,
such Stockholder is an entity duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated or
constituted and the consummation of the transactions contemplated hereby are
within such Stockholder’s corporate or organizational powers and have been duly
authorized by all necessary corporate or organizational actions on the part of
such Stockholder.  If such Stockholder is
an individual, he or she has full legal capacity, right and authority to
execute and deliver this Agreement and to perform his or her obligations
hereunder and to consummate the transactions contemplated hereby.  Such Stockholder has full power and authority
to execute, deliver and perform this Agreement. 
This Agreement has been duly and validly executed and delivered by such
Stockholder, and constitutes a valid and binding obligation of such Stockholder
enforceable against such Stockholder in accordance with its terms, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights
generally and general equitable principles including, without limitation, rules of
law governing specific performance, injunctive relieve and other equitable remedies
(whether considered in a proceeding in equity or at law).


 


3.2.   Non-Contravention.
The execution and delivery of this Agreement by such Stockholder does not, and
the performance by such Stockholder of such Stockholder’s obligations hereunder
and the consummation by such Stockholder of the transactions contemplated
hereby will not (i) except as 


 


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may
be required by federal securities law, require any consent, approval, order,
authorization or other action by, or filing with or notice to, any Person
(including any Governmental Authority) under, constitute a default (with or
without the giving of notice or the lapse of time or both) under, or give rise
to any right of termination, cancellation or acceleration under any contract,
agreement or other instrument binding on such Stockholder or, to the actual
knowledge of such Stockholder Applicable Law, in each case, whether
individually or in the aggregate, that would reasonably be expected to prevent
or materially delay or impair the consummation by such Stockholder of the
transactions contemplated by this Agreement or otherwise negatively impact such
Stockholder’s ability to perform its obligations hereunder, or (ii) if
such Stockholder is not an individual, violate any provision of such
Stockholder’s organizational documents.


 


3.3.   Ownership of Subject
Shares; Total Shares. Such Stockholder is the record or
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the
shares of Company Common Stock set forth opposite such Stockholder’s name on Exhibit A,
free and clear of any Lien (including any restriction on the right to vote any
Subject Shares or otherwise transfer any Subject Shares), except as (i) provided
hereunder, (ii) pursuant to any applicable restrictions on transfer under
the Securities Act, (iii) subject to any risk of forfeiture with respect
to any shares of Common Stock granted to such Stockholder under an employee
benefit plan of the Company or (iv) that would not, individually or in the
aggregate, impair the ability of the Stockholder to perform its obligations
hereunder or prevent, limit or restrict in any respect the consummation of the
transactions contemplated hereby. The Subject Shares listed on Schedule A
opposite such Stockholder’s name constitute all of the shares of Common Stock
of the Company owned by such Stockholder as of the date hereof.  Except pursuant to this Agreement, no Person
has any contractual or other right or obligation to purchase or otherwise
acquire any of such Stockholder’s Subject Shares.


 


3.4.   Voting and Dispositive
Power.  Except as set
forth on Schedule A, such Stockholder has full voting power, with
respect to such Stockholder’s Subject Shares, and full power of disposition,
full power to issue instructions with respect to the matters set forth herein
and full power to agree to all of the applicable obligations of such
Stockholder set forth in this Agreement, in each case with respect to all of
such Stockholder’s Subject Shares.  None
of such Stockholder’s Subject Shares are subject to any proxy, voting trust or
other agreement or arrangement with respect to the voting of such Subject
Shares, except as provided hereunder.


 


3.5    Absence of Litigation.  With respect to such Stockholder, as of the date
hereof, there is no action, suit, investigation or proceeding pending against,
or, to the knowledge of such Stockholder, threatened against, such Stockholder
or any of such Stockholder’s properties or assets (including the Subject
Shares) that could reasonably be expected to prevent, delay or impair the
ability of such Stockholder to perform its obligations hereunder or to
consummate the transactions contemplated hereby.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES


 


Each
of the Parent Parties represent and warrant to the Stockholders, jointly and
severally, that:


 


4.1.   Organization;
Authorization.  Each of
the Parent Parties is duly organized, validly existing and in good standing
under the laws of the State of Delaware. 
The consummation of the transactions contemplated hereby are within each
of the Parent Parties’ corporate or limited liability 


 


4

















 


company
powers, as applicable, and have been duly authorized by all necessary corporate
or limited liability company actions, as applicable, on the part of such Parent
Parties.  Each of the Parent Parties has
full power and authority to execute, deliver and perform this Agreement.


 


4.2.   Binding Agreement.  This Agreement has been duly authorized,
executed and delivered by each of the Parent Parties, and constitutes a valid
and binding obligation of each Parent Party enforceable against such Parent
Party in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally and general equitable
principles (whether considered in a proceeding in equity or at law).


 


ARTICLE V


ADDITIONAL COVENANTS OF THE STOCKHOLDERS


 


Each
Stockholder hereby covenants and agrees, severally and not jointly, that:


 


5.1.   No Exercise of
Appraisal Rights. Such Stockholder shall not exercise any
appraisal rights or dissenter’s rights in respect of such Stockholder’s Subject
Shares that may arise with respect to the Transaction.


 


5.2.   Documentation and
Information. Such Stockholder shall, subject to reasonable prior
approval of such Stockholder, permit and hereby authorizes the Parent Parties
to publish and disclose in all documents and schedules filed with the SEC, and
any press release or other disclosure document that any Parent Party reasonably
determines to be necessary under Applicable Law in connection with the
Transaction and any transactions contemplated by the Merger Agreement, such
Stockholder’s identity and ownership of the Subject Shares and the nature of
such Stockholder’s commitments and obligations under this Agreement.


 


5.3   Investors’ Right Agreement.  If such Stockholder or any Affiliate of such
Stockholder is a party to that certain Fourth Amended and Restated Investors’
Rights Agreement, dated as of January 7, 2005, by and among the Company
and certain of its stockholders named therein (the “IRA”), such
Stockholder shall not, and shall cause any of its Affiliates not to, exercise
or assert, or seek to exercise or assert, any rights, if any, of such
Stockholder or its Affiliates under the IRA. 
Such Stockholder shall, and shall cause any of its Affiliates to,
execute any waiver of any provision of or agreement of termination of the IRA,
as may be reasonably requested by any Parent Party.


 


ARTICLE VI


MISCELLANEOUS


 


6.1.   Notices.
All notices, requests and other communications to any party hereunder shall be
in writing (including facsimile transmission) and shall be given, (i) if
to any Parent Party, in accordance with the provisions of the Merger Agreement
and (ii) if to a Stockholder, to such Stockholder’s address or facsimile
number set forth on a signature page hereto, or to such other address or
facsimile number as such party may hereafter specify for the purpose by notice
to each other party hereto.


 


6.2.   Termination.
This Agreement shall terminate automatically, without any notice or other
action by any Person on the Expiration Date. Upon termination of this Agreement,
no party shall have any obligations or liabilities under this Agreement;
provided, however, that nothing set forth in this 


 


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Section 6.2
shall relieve any party from liability for any breach of this Agreement by such
party prior to termination hereof.


 


6.3.   Amendments and Waivers.
Any provision of this Agreement may be amended or waived if such amendment or
waiver is in writing and is signed, in the case of an amendment, by each party
to this Agreement or, in the case of a waiver, by each party against whom the
waiver is to be effective.  No failure or
delay by any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.


 


6.4.   Expenses.
All costs and expenses incurred in connection with this Agreement shall be paid
by the party incurring such cost or expense.


 


6.5.   Binding Effect;
Benefit; Assignment. The provisions of this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.  No
provision of this Agreement is intended to confer any rights, benefits,
remedies, obligations or liabilities hereunder upon any person other than the
parties hereto and their respective successors and assigns.  No party may assign, delegate or otherwise
transfer any of its rights or obligations under this Agreement without the
consent of each other party hereto, except that each of the Parent Parties may
transfer or assign its rights and obligations under this Agreement, in whole or
from time to time in part, to one or more of its Affiliates at any time; provided,
that such transfer or assignment shall not relieve such Parent Party of any of
its obligations hereunder.


 


6.6.   Governing Law; Venue.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to its rules of conflict of laws. 
Each of the Parent Parties and each Stockholder hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts
of  Delaware Court of Chancery, or if no
such state court has proper jurisdiction, then the Federal court of the U.S.
located in the State of Delaware, and appellate courts therefrom,
(collectively, the “Delaware Courts”) for any litigation arising out of
or relating to this Agreement and the transactions contemplated hereby (and
agrees not to commence any litigation relating thereto except in such courts),
waives any objection to the laying of venue of any such litigation in the
Delaware Courts and agrees not to plead or claim in any Delaware Court that
such litigation brought therein has been brought in any inconvenient
forum.  Each of the parties hereto agrees
(i) to the extent such party is not otherwise subject to service of
process in the State of Delaware, to appoint and maintain an agent in the State
of Delaware as such party’s agent for acceptance of legal process and (ii) that
service of process may also be made on such party by prepaid certified mail
with a proof of mailing receipt validated by United States Postal Service
constituting evidence of valid service. 
Service made pursuant to (i) or (ii) above shall have the same
legal force and effect as if served upon such party personally within the State
of Delaware.  EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.


 


6.7.   Counterparts.
The parties may execute this Agreement in one or more counterparts, each of
which will be deemed an original and all of which, when taken together, will be
deemed to constitute one and the same agreement.  Any signature page hereto delivered by
facsimile machine or by e-mail (including in portable document format (pdf), as
a joint photographic experts group (jpg) file, or otherwise) shall be binding
to the same extent as an original signature page, with regard to any 


 


6

















 


agreement
subject to the terms hereof or any amendment thereto and may be used in lieu of
the original signatures for all purposes. 
Any party that delivers such a signature page agrees to later
deliver an original counterpart to any party that requests it.


 


6.8.   Entire Agreement.
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter of this Agreement and supersedes all prior
agreements and understandings, both oral and written, between the parties with
respect to its subject matter.


 


6.9.   Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or other Governmental Authority to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such a determination, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.


 


6.10.   Specific Performance.
Each Stockholder agrees that each of the Parent Parties would be irreparably
damaged if for any reason such Stockholder fails to perform any of its
obligations under this Agreement and that each of the Parent Parties may not
have an adequate remedy at law for money damages in such event. Accordingly,
each of the Parent Parties shall be entitled to specific performance and
injunctive and other equitable relief to prevent breaches of this Agreement or
to enforce specifically the performance of the terms and provisions hereof in
any Delaware Court, in addition to any other remedy to which they are entitled
at law or in equity, in each case without posting bond or other security, and
without the necessity of proving actual damages.


 


6.11.   Headings.
The Section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


6.12.   No Presumption.
This Agreement shall be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting or causing any
instrument to be drafted.


 


6.13.   Further Assurances.
Each Stockholder will execute and deliver, or cause to be executed and
delivered, any additional documents and instruments that are, in the opinion of
counsel for Parent, necessary under Applicable Law to perform their respective
obligations as expressly set forth under this Agreement.


 


6.14   Interpretation.  Unless the context otherwise requires, as
used in this Agreement:  (i) “including” and its variants mean “including,
without limitation” and its variants; (ii) words defined in the singular
have the parallel meaning in the plural and vice versa; (iii) words of one
gender shall be construed to apply to each gender; and (iv) the terms “Article,”
“Section” and “Schedule” refer to the specified Article, Section or
Schedule of or to this Agreement.


 


6.15   Capacity as Stockholder.  Each Stockholder signs this Agreement solely
in such Stockholder’s capacity as a Stockholder of the Company, and not in such
Stockholder’s capacity as a director, officer or employee of the Company or any
of its Subsidiaries or in such Stockholder’s capacity as a trustee or fiduciary
of any employee benefit plan or trust.  Notwithstanding
anything 


 


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herein
to the contrary, nothing herein shall in any way restrict a director or officer
of the Company in the exercise of his or her fiduciary duties as a director or
officer of the Company or in his or her capacity as a trustee or fiduciary of
any employee benefit plan or trust or prevent or be construed to create any
obligation on the part of any director or officer of the Company or any trustee
or fiduciary of any employee benefit plan or trust from taking any action in
his or her capacity as such director, officer, trustee or fiduciary.


 


6.15   No Agreement Until Executed.  Irrespective of negotiations among the
parties or the exchanging of drafts of this Agreement, this Agreement shall not
constitute or be deemed to evidence a contract, agreement, arrangement or
understanding between the parties hereto unless and until (a) the Board of
Directors of the Company has approved, for purposes of any applicable
anti-takeover laws and regulations, and any applicable provision of the Company’s
organizational documents, the possible acquisition of the Subject Shares by the
Parent Parties pursuant to the Merger Agreement, (b) the Merger Agreement
is executed by all parties thereto, and (c) this Agreement is executed by
all parties hereto.


 


[SIGNATURE PAGE FOLLOWS]


 


8

















 


The
parties are executing this Agreement on the date set forth in the introductory
clause.


 


 


	
   

  	
  CALIX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kelyn Brannon

  
	
   

  	
   

  	
  Name:
  Kelyn Brannon

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  



 


 


	
   

  	
  OCEAN SUB I, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kelyn Brannon

  
	
   

  	
   

  	
  Name:
  Kelyn Brannon

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  



 


 


	
   

  	
  OCEAN SUB II, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kelyn Brannon

  
	
   

  	
   

  	
  Name:
  Kelyn Brannon

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  



 


[Signature Page to Support Agreement]


 

















 


	
   

  	
  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeanne Seeley

  
	
   

  	
   

  	
  Name:
  Jeanne Seeley

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to Support Agreement]


 

















 


	
   

  	
  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian Strom

  
	
   

  	
   

  	
  Name:
  Brian Strom

  
	
   

  	
   

  	
  Title:

  



 


[Signature
Page to Support Agreement]


 

















 


	
   

  	
  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Norwest Venture Partners VIII, LP

  
	
   

  	
  By:

  	
  Itasca VC Partners VIII, LLP

  
	
   

  	
  Its

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kurt L. Betcher

  
	
   

  	
   

  	
  Name:
  Kurt L. Betcher

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NVP Entrepreneurs Fund VIII, LP

  
	
   

  	
  By:

  	
  Itasca VC Partners VIII, LLP

  
	
   

  	
  Its

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kurt L. Betcher

  
	
   

  	
   

  	
  Name:
  Kurt L. Betcher

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  



 


[Signature
Page to Support Agreement]


 

















 


	
   

  	
  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David C. Mason

  
	
   

  	
   

  	
  Name:
  David C. Mason

  
	
   

  	
   

  	
  Title:

  



 


[Signature
Page to Support Agreement]


 

















 


	
   

  	
  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory Dion

  
	
   

  	
   

  	
  Name:
  Gregory Dion

  
	
   

  	
   

  	
  Title:

  



 


[Signature
Page to Support Agreement]


 

















 


	
   

  	
  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Albert Moyer

  
	
   

  	
   

  	
  Name:
  Albert Moyer

  
	
   

  	
   

  	
  Title:

  



 


[Signature
Page to Support Agreement]


 

















 


	
   

  	
  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark Rumer

  
	
   

  	
   

  	
  Name:
  Mark Rumer

  
	
   

  	
   

  	
  Title:

  



 


[Signature
Page to Support Agreement]


 

















 


	
   

  	
  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert L. Howard-Anderson

  
	
   

  	
   

  	
  Name:
  Robert L. Howard-Anderson

  
	
   

  	
   

  	
  Title:

  



 


[Signature
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  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas E. Pardun

  
	
   

  	
   

  	
  Name:
  Thomas E. Pardun

  
	
   

  	
   

  	
  Title:

  



 


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  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert B. Abbott

  
	
   

  	
   

  	
  Name:
  Robert B. Abbott

  
	
   

  	
   

  	
  Title:

  



 


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  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven M. Krausz

  
	
   

  	
   

  	
  Name:
  Steven M. Krausz

  
	
   

  	
   

  	
  Title:

  



 


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  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US Venture Partners VII,
  L.P. 

  
	
   

  	
  USVP Entrepreneur Partners VII-A, LP.

  
	
   

  	
  USVP Entrepreneur Partners VII-B, L.P.

  
	
   

  	
  2180 Associates Fund VII, L.P.

  
	
   

  	
   

  
	
   

  	
  By

  	
  Presidio
  Management Group

  
	
   

  	
  The
  General Partner of Each

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael P. Maher

  
	
   

  	
   

  	
  Name:
  Michael P. Maher

  
	
   

  	
   

  	
  Title:
  Attorney-in-Fact

  



 


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  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert E. Bylin

  
	
   

  	
   

  	
  Name:
  Robert E. Bylin

  
	
   

  	
   

  	
  Title:

  



 


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  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Russell J. Sharer

  
	
   

  	
   

  	
  Name:
  Russell J. Sharer

  
	
   

  	
   

  	
  Title:

  



 


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Schedule A


 


	
  Name of Stockholder

  	
   

  	
  No. Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Robert L. Howard-Anderson

  	
   

  	
  49,132

  	
   

  
	
  Jeanne Seeley

  	
   

  	
  28,808

  	
   

  
	
  Mark Rumer

  	
   

  	
  106,768

  	
   

  
	
  David C. Mason

  	
   

  	
  13,579

  	
   

  
	
  Russell J. Sharer

  	
   

  	
  23,562

  	
   

  
	
  Greg Dion

  	
   

  	
  12,458

  	
   

  
	
  Steven M. Krausz

  	
   

  	
  61,604

  	
   

  
	
  Robert B. Abbott

  	
   

  	
  52,978

  	
   

  
	
  Robert E. Bylin

  	
   

  	
  52,978

  	
   

  
	
  Thomas E. Pardun

  	
   

  	
  52,978

  	
   

  
	
  A.J. “Bert” Moyer

  	
   

  	
  52,978

  	
   

  
	
  Brian Strom

  	
   

  	
  58,978

  	
   

  
	
  US Venture Partners VII, L.P.; USVP Entrepreneur
  Partners VII-A, L.P.; USVP Entrepreneur Partners VII-B, L.P.; and 2180
  Associates Fund VII, L.P.

  	
   

  	
  3,110,893

  	
   

  
	
  NVP VIII, LP

  	
   

  	
  1,909,493

  	
   

  
	
  NVP Entrepreneurs Fund VIII, L.P

  	
   

  	
  94,652