ATEN A10 Networks Inc

Entry into a Material Definitive Agreement.

The Company will increase the size of its Board of Directors (the “Board”) to six and appoint Mr. Singer to the Board to serve as a director with a term expiring at the Company’s 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”).

The Board will appoint Mr. Singer to the Board’s Compensation Committee, Nominating and Corporate Governance Committee, and Strategy Committee.

During the Restricted Period (as defined below), if (1) Mr. Singer ceases to serve on the Board and (2) at that time the VIEX Group beneficially owns Net Long Shares (as defined in the Agreement) representing in the aggregate at least two percent of the Company’s then-outstanding common stock, then VIEX will have the right to recommend (and the Board will promptly appoint) another person to serve as a director in place of Mr. Singer.

After August 25, 2019, and prior to the expiration of the Restricted Period, VIEX has the right to recommend one independent director for appointment to the Board, and the Board must take appropriate action to appoint that person. If VIEX exercises this right, Phillip J. Salsbury has agreed to resign from the Board in connection with the appointment of the director identified by VIEX.

During the Restricted Period, a unanimous vote of all directors then serving on the Board will be required to increase the size of the Board beyond six members.

The Company will nominate and support Mr. Singer and Tor R. Braham for election as directors at the 2019 Annual Meeting.

The VIEX Group will vote its shares of the Company’s common stock in a manner consistent with the recommendation of the Board, subject to certain exceptions specified in the Agreement.

The VIEX Group will abide by certain customary standstill provisions lasting from the date of the Agreement until 11:59 p.m., Pacific time, on the day that is 15 business days prior to the deadline for the submission of stockholder nominations of directors and business proposals for the Company’s 2020 Annual Meeting of Stockholders (such period, the “Restricted Period”). The standstill provisions provide, among other things, that the VIEX Group cannot:

solicit proxies regarding any matter to come before any annual or special meeting of stockholders of the Company, including the election of directors;

enter into a voting agreement or any “group” with stockholders of the Company, other than with other members of the VIEX Group or any of their Affiliates (as defined in the Agreement);

encourage any person to submit nominees in furtherance of a contested solicitation for the election or removal of directors;

submit any proposal for consideration by stockholders of the Company at any annual or special meeting of stockholders;

acquire any securities of the Company or rights that would result in the Investors beneficially owning more than 9.9 percent of the then-outstanding Voting Securities (as defined in the Agreement); or

other than through certain open market transactions and public offerings, sell securities of the Company to any person not a party to the Agreement that, to VIEX’s knowledge, would result in such party having any beneficial or other ownership interest of more than 4.9 percent of the then-outstanding Voting Securities.