BY AND AMONG PARADYNE NETWORKS INC. "PDYN", PARADYNE CORPORATION AS "BUYER", P-COM, INC. "P-COM" AND CONTROL RESOURCES CORPORATION AS "SELLER"Asset Purchase Agreement • May 1st, 2000 • Paradyne Networks Inc • Electronic components & accessories • Delaware
BETWEENLease Agreement • April 15th, 1999 • Paradyne Corp • Telephone & telegraph apparatus • New Jersey
Exhibit 10.28 ------------- AMENDMENT NUMBER TWO -------------------- TO LOAN AND SECURITY AGREEMENT ------------------------------ This AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of October 17, 2002,...Loan and Security Agreement • March 20th, 2003 • Paradyne Networks Inc • Electronic components & accessories • California
OEM AGREEMENT # LGSC103DSParadyne Networks Inc • June 9th, 1999 • Electronic components & accessories • Florida
ARTICLE 3 REPRESENTATIONS AND WARRANTIESCredit Agreement • November 8th, 2000 • Paradyne Networks Inc • Electronic components & accessories • New York
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • September 13th, 1999 • Paradyne Networks Inc • Electronic components & accessories • New York
BY AND AMONGLoan and Security Agreement • August 14th, 2001 • Paradyne Networks Inc • Electronic components & accessories • California
UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 1999 • Paradyne Networks Inc • Electronic components & accessories • New York
LOAN AND SECURITY AGREEMENT Dated as of July 31, 1996 Among BANKAMERICA BUSINESS CREDIT, INC. as the Lender and AT & T PARADYNE CORPORATION as the Borrower 2 TABLE OF CONTENTSLoan and Security Agreement • April 15th, 1999 • Paradyne Corp • Telephone & telegraph apparatus • California
WITNESSETH:Sublease Agreement • April 28th, 1999 • Paradyne Corp • Electronic components & accessories
BY AND AMONGAgreement and Plan of Merger • December 31st, 2001 • Paradyne Networks Inc • Electronic components & accessories • Delaware
RECITALSNoncompetition Agreement • April 28th, 1999 • Paradyne Corp • Electronic components & accessories • New York
1. 2 (b) "Documentation" shall mean user manuals, training materials, product descriptions and specifications, technical manuals, license agreements, supporting materials and other printed information relating to the Products, whether distributed in...Distributor Agreement • July 8th, 1999 • Paradyne Networks Inc • Electronic components & accessories • Florida
EXHIBIT 10.57 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is entered into by and between MICHAEL S. WARD ("YOU") and PARADYNE CORPORATION, INC., a Delaware corporation (the "COMPANY"). This agreement will become effective on the...Employment Agreement • April 1st, 2002 • Paradyne Networks Inc • Electronic components & accessories
Agreement No. G-18150-E Amendment No. Two (2) Exhibit A Sheet 1 of 3 Paradyne Corporation 8545 126th Avenue North Largo, FL 33773 Our Agreement No. G-18150-E, dated July 31, 1996 is hereby amended as follows: Exhibit A is modified in total to...Paradyne Networks Inc • July 8th, 1999 • Electronic components & accessories
1 EXHIBIT 10.12 PARADYNE CORPORATION KEY EMPLOYEE AGREEMENTKey Employee Agreement • April 15th, 1999 • Paradyne Corp • Telephone & telegraph apparatus • Florida
PARADYNE CORPORATION KEY EMPLOYEE AGREEMENT FOR PATRICK M. MURPHYEmployee Agreement • April 15th, 1999 • Paradyne Corp • Telephone & telegraph apparatus • Florida
1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 31st day of October, 1996 by and between Paradyne Corporation, a Delaware corporation (the "Company"), and Andrew S. May ("Executive"). THE...Employment Agreement • April 15th, 1999 • Paradyne Corp • Telephone & telegraph apparatus • Florida
1 2 2. Advancement of Expenses. The Corporation shall advance or promptly reimburse upon request of the Indemnitee all expenses, including attorneys' fees, reasonably incurred by the Indemnitee in connection with any action, proceeding or government...Indemnification Agreement • April 28th, 1999 • Paradyne Corp • Electronic components & accessories • Delaware
AGREEMENT:Consent Agreement • March 27th, 2000 • Paradyne Networks Inc • Electronic components & accessories • Florida
OEM AGREEMENTOem Agreement • April 28th, 1999 • Paradyne Corp • Electronic components & accessories • Illinois
1 EXHIBIT 10.22 INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • April 28th, 1999 • Paradyne Corp • Electronic components & accessories
Paradyne Corporation ***Text Omitted and and Filed Separately AG Communication Systems Corporation Confidential Treatment Requested Under Joint Development and Distribution Agreement 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406 This Joint...Escrow Agreement • July 15th, 1999 • Paradyne Networks Inc • Electronic components & accessories • New York
RECITALSTax Matters Agreement • April 28th, 1999 • Paradyne Corp • Electronic components & accessories • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2004 • Paradyne Networks Inc • Electronic components & accessories • Delaware
This Indemnification Agreement, dated as of October 12, 2004 (this “Agreement”), is made by and between Paradyne Networks, Inc., a Delaware corporation (the “Company”), and Patrick M. Murphy (“Indemnitee”).
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 15th, 2004 • Paradyne Networks Inc • Electronic components & accessories • Delaware
This Director Indemnification Agreement, dated as of October 12, 2004 (this “Agreement”), is made by and between Paradyne Networks, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
EXHIBIT 10.11 LEASE AGREEMENT FROM TOWNSEND PROPERTY TRUST LIMITED PARTNERSHIP, a Maryland limited partnership LANDLORD TO PARADYNE CORPORATION TENANT PREMISES: The Research and Development Space located in Building G and Building H containing...Lease Agreement • April 15th, 1999 • Paradyne Corp • Telephone & telegraph apparatus
ASCEND LOGO]Equipment Loan Agreement • June 9th, 1999 • Paradyne Networks Inc • Electronic components & accessories • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZHONE TECHNOLOGIES, INC., PARROT ACQUISITION CORP. AND PARADYNE NETWORKS, INC. DATED AS OF JULY 7, 2005Agreement and Plan of Merger • July 11th, 2005 • Paradyne Networks Inc • Electronic components & accessories • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2005 (this “Agreement”), by and among Zhone Technologies, Inc., a Delaware corporation (“Parent”), Parrot Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Paradyne Networks, Inc., a Delaware corporation (the “Company”).
1 Exhibit 10.30 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (this "Agreement") is entered into as of July 31, 1996 by and among...Supply Agreement • July 14th, 1999 • Paradyne Networks Inc • Electronic components & accessories • New York
RECITALSWarrant Termination Agreement • December 31st, 2001 • Paradyne Networks Inc • Electronic components & accessories • Delaware
RECITALSParadyne Voting Agreement • December 31st, 2001 • Paradyne Networks Inc • Electronic components & accessories • Delaware
PARADYNE ------------------------------------------------------------------------------- MARKETING & LICENSE AGREEMENT ***Text Omitted and BY AND BETWEEN NETSCOUT SYSTEMS, INC. Filed Separately AND PARADYNE CORPORATION Confidential Treatment AMENDMENT...Model Description Price • July 14th, 1999 • Paradyne Networks Inc • Electronic components & accessories • New York
VOTING AGREEMENTVoting Agreement • July 11th, 2005 • Paradyne Networks Inc • Electronic components & accessories • Delaware
VOTING AGREEMENT, dated July 7, 2005 (this “Agreement”), by and among Zhone Technologies, Inc., a Delaware corporation (“Parent”), Parrot Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and each of the persons listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).
VOTING AGREEMENTVoting Agreement • July 11th, 2005 • Paradyne Networks Inc • Electronic components & accessories • Delaware
VOTING AGREEMENT, dated July 7, 2005 (this “Agreement”), by and among Paradyne Networks, Inc., a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).
