Press Releases

Santa Barbara, CA — March 28, 2005 — Occam Networks, Inc. (OTCBB: OCCM), a supplier of Ethernet and IP-based loop carrier equipment to telecommunications companies, announced today that it has completed the private placement portion of its Series A-2 Preferred Stock Financing. On March 24, 2005, Occam issued 545,979 shares of Series A-2 Preferred Stock for cash proceeds of $4.925 million and conversion of outstanding principal and interest under a promissory note totaling $534,790. The shares sold at the final closing were sold to existing venture capital investors and a new strategic investor.

The Series A-2 Preferred Stock was sold for $10.00 per Series A-2 share, equivalent to the pricing of prior issuances of Series A-2 Preferred Stock between November 2003 and January 2005. The Common Stock equivalent price at which the shares were sold was $0.11 per share. Approximately 90.9 shares of Common Stock are issuable on conversion of each share of Series A-2 Preferred Stock. Since November 2003, Occam has sold approximately 3.3 million shares of Series A-2 Preferred Stock in private placement transactions, raising cash proceeds of approximately $32.8 million.

The rights, privileges, and preferences of the Series A-2 Preferred Stock are described in Occam's filings with the Securities and Exchange Commission.

The Series A-2 Preferred Stock sold in connection with this financing, and the Common Stock issuable upon conversion thereof, have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act or applicable state securities laws.

Occam has previously announced its intention to conduct a rights offering whereby holders of Occam's Common Stock will have an opportunity to purchase shares of Series A-2 Preferred Stock on terms substantially similar to the terms under which shares have been sold to existing investors. Applicable subscription ratios, record dates, issuance dates, and subscription periods have not yet been determined. In the spring of 2005, the Company intends to file a registration statement with the Securities and Exchange Commission covering the offer and sale of Series A-2 Preferred Stock to common stockholders in the rights offering. No offers to sell or offers to purchase any shares of Series A-2 Preferred Stock in connection with the rights offering will be made or accepted unless and until the Securities and Exchange Commission has declared the registration statement relating to the rights offering to be effective.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the securities described herein.

About Occam Networks Inc.
Occam Networks Inc. develops and markets innovative Broadband Loop Carrier networking equipment that enables telephone companies to deliver voice, data and video services. Based on Ethernet and Internet Protocol (IP) technologies, Occam's equipment allows telecommunications service providers to deliver traditional phone services, as well as advanced Voice-over-IP, residential and business broadband, and digital television services through a single, all-packet access network. Occam is headquartered in Santa Barbara, California.