Addendum to the Master Purchase Agreements, dated July 8, 2019, by and among the Registrant, Cisco Systems, Inc. and Cisco Systems, International B.V

“Change in Control” means (i) the closing of a merger, consolidation, liquidation or reorganization of Acacia into or with another company or other legal entity, after which merger, consolidation, liquidation or reorganization the capital stock of Acacia outstanding prior to consummation of the transaction is not converted into or exchanged for or does not represent more than 50% of the aggregate voting power of the surviving or resulting entity; (ii) the direct or indirect acquisition by any person (as the term “person” is used in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than 50% of the voting capital stock of Acacia, in a single or series of related transactions; or (iii) the sale, exchange, or transfer of all or substantially all of the Acacia’s assets (other than a sale, exchange, or transfer to one or more entities where the stockholders of Acacia immediately before such sale, exchange or transfer retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred).

Acacia shall provide Cisco notice of any proposed Change in Control transaction described in clause (i) or clause (iii) of such definition, including the identity of the potential acquiror, no later than [**] prior to the close of the Change in Control transaction, or in the case of a Change in Control transaction described in clause (ii) of such definition promptly after Acacia has knowledge of such transaction and identity of the potential acquirer.

Subject to Cisco’s Forecast as set forth in Section 3.2 of the Agreement and Acacia’s performance under the Agreement (including, without limitation, Lead Times), Cisco shall purchase Acacia’s [**] Product at the prices and minimum guaranteed share (“Share”) of Cisco’s total supply requirements for such products as set forth in the table below through [**] of Cisco’s [**] fiscal year (Cisco’s fiscal year is from August -July “FY”).

If (1) the Merger Agreement is terminated by Cisco or Acacia pursuant to Section 7.1(b) or Section 7.1(c) thereof (to the extent such Order relates to Antitrust Laws), (2) at the time of such termination, any of the conditions set forth in Section 6.1(b), Section 6.1(c), Section 6.1(d) or Section 6.3(c) thereof were not satisfied or waived by Parent and (3) at the time of such termination, each of the other conditions in Section 6.1 and Section 6.3 thereof was satisfied or waived (other than conditions that by their nature are only to be satisfied at the Closing; provided that such conditions were then capable of being satisfied), then Cisco shall, within [**] after the date of such termination, pay to Acacia a non-refundable fee in the amount of $120,000,000 (the “Special Payment”); provided, further, that Cisco shall not be obligated to pay the Special Payment if (x) Acacia’s breach of any of its representations, warranties, covenants or agreements under the Merger Agreement principally caused the failure to satisfy the conditions set forth in Section 6.1(b), Section 6.1(c), Section 6.1(d) or Section 6.3(c) thereof or (y) at the time of such termination, Cisco was entitled to terminate the Merger Agreement pursuant to Section 7.1(f) or Section 7.1(g) thereof.

Cisco acknowledges that (i) the agreements contained in Section 7(a) are an integral part of the transactions contemplated by this Addendum and the Merger Agreement, (ii) the amount of, and the basis for payment of, the Special Payment is reasonable and appropriate in all respects and (iii) without this agreement, Acacia would not enter into this Addendum or the Merger Agreement. Accordingly, if Cisco fails to pay in a timely manner the Special Payment due pursuant to Section 7(a), and, in order to obtain such payment, Acacia makes a claim that results in a judgment for the amount set forth in Section 7(a), Cisco shall pay to Acacia its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount set forth in Section 7(a) at the prime rate of Bank of America, N.A. in effect from time to time from the date such payment was required to be made hereunder. Payment under Section 7(a) shall be made by wire transfer of immediately available funds to an account designated by Acacia. Payment of the Special Payment (and any additional amounts required under this Section 7) to Acacia by Cisco in accordance with this Addendum shall be the sole and exclusive remedy of Acacia and shall be deemed to be liquidated damages for any actual or purported breach of this Agreement or the Merger Agreement by Cisco or any of its Affiliates (including Sub), and for any and all losses or damages suffered or incurred by Acacia or any of its Affiliates in connection with this Addendum and the Merger Agreement (and the termination thereof), the transactions contemplated by this Addendum and the Merger Agreement (and the abandonment thereof) or any matter forming the basis for such termination and, after such payment has been made, Cisco and its Affiliates shall have no further liability for any such actual or purported breach or for any and all losses or damages suffered or incurred by Acacia or any of its Affiliates in connection with this Addendum or the Merger Agreement (and the termination of the Merger Agreement), the transactions contemplated by this Addendum and the Merger Agreement (and the abandonment thereof) or any matter forming the basis for such termination.

The parties hereto acknowledge and agree that in no event shall Cisco be required to pay the Special Payment on more than one occasion, whether or not the Special Payment may be payable under more than one provision of this Addendum at the same or at different times and the occurrence of different events.

For purposes of this Section 7, Cisco refers to Cisco Systems, Inc. and Acacia refers to Acacia Communications, Inc. All other capitalized terms used in this Section 7 and not defined in this Addendum shall have the meanings ascribed to them in the Merger Agreement.