JOINDER AND SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTSCredit and Security Agreements • November 15th, 2016 • Dasan Zhone Solutions Inc • Telephone & telegraph apparatus • California
THIS JOINDER AND SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTS (the “Amendment”), dated as of October 7, 2016, is entered into by and among DASAN ZHONE SOLUTIONS, INC. (f/k/a Zhone Technologies, Inc.), a Delaware corporation (“DZS”), ZTI MERGER SUBSIDIARY III, INC., a Delaware corporation (“ZTI”; DZS 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”), DASAN NETWORK SOLUTIONS, INC., a California corporation (“DNS”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (
DASAN ZHONE SOLUTIONS, INC. AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 15th, 2016 • Dasan Zhone Solutions Inc • Telephone & telegraph apparatus • Delaware
DASAN Zhone Solutions, Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated 2001 Stock Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Grantee”) the number of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s common stock (the “Shares”) set forth below. This Restricted Stock Unit award (the “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement. The RSUs constitute “Phantom Stock,” as such term is defined in the Plan.
