COMMON STOCK UNDERWRITING AGREEMENTCommon Stock • January 27th, 2021 • DZS Inc. • Telephone & telegraph apparatus • New York
DZS Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule C hereto (the “Underwriters”) pursuant to this Underwriting Agreement (this “Agreement”) an aggregate of 4,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). In addition, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 600,000 shares of Common Stock to be purchased at the option of the Underwriters (the “Option Shares” and, together with the Firm Shares, the “Shares”). The Shares are described in the Prospectus (as defined below). Stifel, Nicolaus & Company, Incorporated and Needham & Company, LLC are acting as representatives of the Underwriters and in such capacity are hereinafter referred to as the “Representatives.”
