X0206 3 2015-11-12 0 0001122051 XTERA COMMUNICATIONS, INC. XCOM 0001222135 ARCH VENTURE FUND VI LP 8725 W. HIGGINS ROAD SUITE 290 CHICAGO IL 60631 0 0 1 0 0001219042 NELSEN ROBERT 8725 W. HIGGINS ROAD SUITE 290 CHICAGO IL 60631 0 0 1 0 0001054117 LAZARUS STEVEN 8725 W. HIGGINS ROAD SUITE 290 CHICAGO IL 60631 0 0 1 0 0001219043 BYBEE CLINTON 8725 W. HIGGINS ROAD SUITE 290 CHICAGO IL 60631 1 0 1 0 Common Stock 20345 I See Footnote Series A-3 Preferred Stock Common Stock 261202 I See Footnote Series B-3 Preferred Stock Common Stock 222305 I See Footnote Series C-3 Preferred Stock Common Stock 86376 I See Footnote Series D-3 Preferred Stock Common Stock 95704 I See Footnote Series E-3 Preferred Stock Common Stock 899158 D Consists of 41 shares held by ARCH Entrepreneurs Fund, L.P. ("AEF"), 10,913 shares held by ARCH Venture Fund III, L.P. ("AVF III"), 1,509 shares held by ARCH Venture Fund IV, L.P. ("AVF IV"), and 7,882 shares held by ARCH Venture Fund VI, L.P. ("AVF VI LP"). Consists of 699 shares held by AEF, 25,504 shares held by AVF III, 36,943 shares held by AVF IV, 20,650 shares held by ARCH Venture Fund IV A, L.P. ("AVF IVA"), and 177,406 shares held by AVF VI LP. Consists of 255 shares held by AEF, 12,609 shares held by AVF III, 13,269 shares held by AVF IV, 7,126 shares held by AVF IVA, and 189,046 shares held by AVF VI LP. Consists of 109 shares held by AEF, 4,324 shares held by AVF III, 5,696 shares held by AVF IV, 3,151 shares held by AVF IVA, and 73,096 shares held by AVF VI LP. Consists of 179 shares held by AEF, 7,127 shares held by AVF III, 9,389 shares held by AVF IV, 5,194 shares held by AVF IVA, and 73,815 shares held by AVF VI. The sole general partner of AVF III is ARCH Venture Partners, LLC ("AVP LLC"), which may be deemed to beneficially own the shares held by AVF III. AVP LLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of AVP LLC are Keith Crandell, Clinton W. Bybee (who is on the Board of Directors of the Issuer), Steven Lazarus and Robert Nelsen, and as such, they may be deemed to have shared voting and dispositive power over the shares held by AVF III. Messrs. Crandell, Bybee, Lazarus and Nelsen disclaim beneficial ownership in such shares, except to the extent of any pecuniary interest therein. (Continued from Footnote 6) The sole general partner of AVF IV, AVF IVA and AEF is ARCH Venture Partners IV, LLC ("AVP IV LLC"), which may be deemed to beneficially own the shares held by AVF IV, AVF IVA and AEF. AVP IV LLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of AVP IV LLC are Keith Crandell, Clinton W. Bybee, Steven Lazarus and Robert Nelsen, and as such, they may be deemed to have shared voting and dispositive power over the shares held by AVF IV, AVF IVA, and AEF. Messrs. Crandell, Bybee, Lazarus and Nelsen disclaim beneficial ownership in such shares, except to the extent of any pecuniary interest therein. The sole general partner of AVF VI LP is ARCH Venture Partners VI, L.P. ("AVP VI LP"), which may be deemed to beneficially own the shares held by AVF VI LP. (Continued from Footnote 7) The sole general partner of AVP VI LP is ARCH Venture Partners VI, LLC ("AVP VI LLC"), which may be deemed to beneficially own the shares held by AVF VI LP. AVP VI LP and AVP VI LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of AVP VI LLC are Keith Crandell, Clinton W. Bybee and Robert Nelsen, and as such, they may be deemed to have shared voting and dispositive power over the shares held by AVF VI LP. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership in such shares, except to the extent of any pecuniary interest therein. Each share of Series A-3 Preferred Stock, Series B-3 Preferred Stock, Series C-3 Preferred Stock, Series D-3 Preferred Stock and Series E-3 Preferred Stock is convertible into common stock at any time, at the election of the holders thereof, on a 26-for-one basis and has no expiration date. Reflects the conversion of preferred stock into common stock. Form 2 of 2 By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of AVF VI LP 2015-11-12 By: /s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen 2015-11-12 By: /s/ Mark McDonnell, as Attorney-in-Fact for Steven Lazarus 2015-11-12 By: /s/ Mark McDonnell, as Attorney-in-Fact for Clinton W. Bybee 2015-11-12