X0306 4 2016-10-11 0 0001122051 XTERA COMMUNICATIONS, INC. XCOM 0001005561 BARRIS PETER J 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Warrants to Purchase Common Stock 0.61 2016-10-11 4 P 0 61157 A 2016-10-11 2026-10-11 Common Stock 61157 366332 I See Note 2 Warrants to Purchase Common Stock 0.61 2016-10-11 4 P 0 22343 A 2016-10-11 2026-10-11 Common Stock 22343 133835 I See Note 3 The Warrants reported on this Form 4 were issued by Xtera Communications, Inc. (the "Company") as part of a private placement of secured promissory notes (the "Notes"). Each purchaser of Notes received warrants to purchase one share of the Company's Common Stock for each $1.00 of principal amount of Notes purchased. The Reporting Person is the sole general partner of NEA Partners 9, Limited Partnership ("NEA Partners 9"). NEA Partners 9 is the sole general partner of New Enterprise Associates 9, Limited Partnership ("NEA 9"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 9 shares in which the Reporting Person has no pecuniary interest. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership ("NEA Partners 10"). NEA Partners 10 is the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 shares in which the Reporting Person has no pecuniary interest. /s/ Sasha Keough, attorney-in-fact 2016-10-13