0001101680-16-000060 Sample Contracts

January 31, 2016
Letter Agreement • March 23rd, 2016 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware

This letter agreement (this “Agreement”) sets forth the understanding by and between you and Zhone Technologies, Inc. (“Zhone”) regarding your voluntary resignation from employment as Executive Chairman and your agreement to continue to provide transition support services to Zhone. In consideration for the rights and obligations set forth herein, the parties acknowledge and agree that:

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FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTS
Credit and Security Agreements • March 23rd, 2016 • Zhone Technologies Inc • Telephone & telegraph apparatus • California

This FIFTH Amendment TO CREDIT AND SECURITY Agreements (the “Amendment”), dated as of March 23, 2016, is entered into by and among ZHONE TECHNOLOGIES, INC., a Delaware corporation (“Zhone Technologies”), ZTI MERGER SUBSIDIARY III, INC., a Delaware corporation (“ZTI”; Zhone Technologies and ZTI are sometimes referred to herein individually as a “Borrower” and collectively as the “Borrowers”), Premisys Communications, Inc., a Delaware corporation (“Premisys”), Zhone Technologies International, Inc., a Delaware corporation, (“Zhone International”), Paradyne Networks, Inc., a Delaware corporation (“Paradyne Networks”), Paradyne Corporation, a Delaware corporation (“Paradyne Corporation”; Premisys, Zhone International, Paradyne Networks, and Paradyne Corporation are sometimes referred to herein individually as a “Guarantor” and collectively as the “Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).

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