0001145236-02-000130 Sample Contracts

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • September 26th, 2002 • Verilink Corp • Telephone & telegraph apparatus • Delaware

THIS STOCK REPURCHASE AGREEMENT (the “Agreement”) is entered into this 14th day of June, 2002, by and between VERILINK CORPORATION , a Delaware corporation (the “Buyer”) and BEACON TELCO, L.P., a Delaware limited partnership (the “Seller”). The Buyer and the Seller are referred to herein as the “Parties.”

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INDUSTRIAL PROPERTIES OF THE SOUTH 2903 Wall Triana Highway, Suite 7 HUNTSVILLE, AL 35824 LEASE AGREEMENT
Lease Agreement • September 26th, 2002 • Verilink Corp • Telephone & telegraph apparatus • Alabama

This Lease Agreement dated the 16th day of April between Industrial Properties of the South (herein referred to as the “Lessor”) and Verilink Corporation, (herein referred to as the “Lessee”).

ADDENNDUM NO. 4 TO LEASE AGREEMENT BETWEEN INDUSTRIAL PROPERTIES OF THE SOUTH AS LESSOR AND VERILINK CORPORATION (AS SUCCESSOR TO TXPORT, INC.) AS LESSEE DATED JUNE, 1993 AND EFFECTIVE SEPTEMBER 22, 1993 AND HEREIN AFTER REFERRED TO AS THE MASTER LEASE
Lease Agreement • September 26th, 2002 • Verilink Corp • Telephone & telegraph apparatus

This Addendum No. 4 to the above-referenced Lease is to extend the Lease on the approximately 11,250 square feet of area B for the time period July 1, 2001 through June 30, 2002 at a rate of $3.50 per square foot per year or $3,281.25 payable monthly.

Contract
Lease Agreement • September 26th, 2002 • Verilink Corp • Telephone & telegraph apparatus • Alabama
RIGHTS AGENT APPOINTMENT AND AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • September 26th, 2002 • Verilink Corp • Telephone & telegraph apparatus

This Rights Agent Appointment and Amendment No. 1 to Rights Agreement is entered into as of May 30, 2002 by and between Verilink Corporation (the “Company”), a Delaware corporation and American Stock Transfer and Trust Company, a New York banking corporation (“AST”).

ADDENNDUM NO. 1 TO MASTER LEASE AGREEMENT DATED APRIL 16, 2002 BETWEEN INDUSTRIAL PROPERTIES OF THE SOUTH AS LESSOR AND VERILINK CORPORATION AS LESSEE
Master Lease Agreement • September 26th, 2002 • Verilink Corp • Telephone & telegraph apparatus

Whereas Verilink Corporation, as Lessee and Industrial Properties of the South, as Lessor did execute a Lease Agreement dated April 16, 2002 hereinafter referred to as the Master Lease; and now this addendum is executed to add approximately 6250 s.f. of warehouse space (contiguous with currently lease space) at 127 Jetplex Circle, Suite C, Madison, AL 35758, as shown on the attached 1-A.

SETTLEMENT AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS
Settlement Agreement and Full and Final Release of Claims • September 26th, 2002 • Verilink Corp • Telephone & telegraph apparatus • Alabama

This Settlement Agreement and Full and Final Release of Claims (“Agreement”) is made and entered into between James B. Garner (“Mr. Garner” or “Employee”) and Verilink Corporation (“Verilink” or “the Company”).

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