KKR Zt LLC Sample Contracts

ZHONE TECHNOLOGIES, INC. SECOND RESTATED RIGHTS AGREEMENT

Rights Agreement • November 24th, 2003 • KKR Zt LLC • Telephone & telegraph apparatus • Delaware

• Contract Type
  Rights Agreement
• Filed
  November 24th, 2003
• Company
  KKR Zt LLC
• Industry
  Telephone & telegraph apparatus
• Jurisdiction
  Delaware

THIS SECOND RESTATED RIGHTS AGREEMENT is entered into as of November 13, 2003, by and among Zhone Technologies, Inc., a Delaware corporation (the “Company”), the undersigned holders of Series AA Preferred Stock (the “Series AA Preferred Stockholders”) and Series B Preferred Stock (the “Series B Preferred Stockholders”) of the Company (collectively, the “Preferred Stockholders”), and Mory Ejabat, Jeanette Symons and Robert Dahl (each a “Founder” and collectively, the “Founders”).

Re: Letter Agreement re. Nomination of Certain Directors

Merger Agreement • November 24th, 2003 • KKR Zt LLC • Telephone & telegraph apparatus

• Contract Type
  Merger Agreement
• Filed
  November 24th, 2003
• Company
  KKR Zt LLC
• Industry
  Telephone & telegraph apparatus

Zhone Technologies, Inc. (“Zhone”) has entered into an Agreement and Plan of Merger, dated as of July 27, 2003 (the “Merger Agreement”), by and among Zhone, Tellium, Inc. (the “Company”) and Zebra Acquisition Corp. (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into Zhone (the “Merger”), with Zhone surviving as a wholly-owned subsidiary of Tellium. Immediately following the Merger, the name of the Company will be changed to “Zhone Technologies, Inc.”

JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)

Joint Filing Agreement • November 24th, 2003 • KKR Zt LLC • Telephone & telegraph apparatus

• Contract Type
  Joint Filing Agreement
• Filed
  November 24th, 2003
• Company
  KKR Zt LLC
• Industry
  Telephone & telegraph apparatus

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.