Exhibit 10.18 ZHONE ACQUISITION CORP. (to be merged with and into Premisys Communications, Inc. and then to be succeeded by Premisys Systems, LLC) CREDIT AGREEMENT dated as of November 29, 1999 CREDIT FIRST SUISSE BOSTON TABLE OF CONTENTSCredit Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • New York
OPERATING AGREEMENT OF, ZHONE INVESTORS FF, L.L.C.Operating Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERSAsset Purchase Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus
BETWEENPurchase and Sale Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware
RECITALS:Exchange Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.25 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT (EXIM PROGRAM) Borrower: Zhone Technologies, Inc. Address: 7001 Oakport St. Oakland, California 94621 Date: December 30, 2002 THIS LOAN AND SECURITY AGREEMENT is entered into on the above...Loan and Security Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
EXHIBIT 10.29 WARRANT TO PURCHASE STOCK THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF...Warrant Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
EXHIBIT 10.7 RESTRICTED STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of the 1st day of July, 2002 (the "Agreement") by and between Zhone Technologies, Inc., a Delaware corporation (the "Company"), and Jeanette Symons, as Trustee of the Symons...Restricted Stock Purchase Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware
Exhibit 10.26 AMENDMENT TO SECURITY AGREEMENT This Amendment to Security Agreement (this "Agreement") is entered into as of December 30, 2002, by and between CIT Technology Financing Services, Inc., successor in interest to CIT Venture Leasing Fund,...Security Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • New Jersey
BY AND AMONGMerger Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
RECITALSLoan and Security Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
AMENDED AND RESTATED OPERATING AGREEMENT OF, ZHONE INVESTORS, L.L.C.Operating Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware
EXHIBIT 2.4 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
by and amongStock Purchase and Sale Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware
BY AND AMONGAgreement and Plan of Reorganization • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • Texas
EXHIBIT 10.19 MASTER PURCHASE AGREEMENT This MASTER PURCHASE AGREEMENT (the "Agreement"), effective as of December 22, 2000 is by and between ZHONE TECHNOLOGIES, INC., a corporation formed under the laws of the State of Delaware ("Seller"), and CIT...Master Purchase Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
INDEMNITY AGREEMENTIndemnity Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware
This Indemnity Agreement, dated as of August , 2000, is made by and between [ZHONE QSPE NAME], a Delaware corporation (the “Company”), and (the “Indemnitee”).
EXHIBIT 10.8 PROMISSORY NOTE AND PLEDGE AGREEMENTPromissory Note and Pledge Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on October 20, 1999, by and between Zhone Technologies, Inc., a Delaware corporation (the “Company”) and Mory Ejabat (“Executive”).
RECITALS:Restated Rights Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware
RECITALSSeries a Preferred Stock Purchase Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware
RECITALSSecured Note and Warrant Purchase Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
THIS STRATEGIC ALLIANCE AGREEMENT is made as of March 13, 2000 (the “Effective Date”) by and between Solectron Corporation, a corporation incorporated under the laws of the State of Delaware (“Solectron”), and Zhone Technologies, Inc., a corporation incorporated under the laws of the State of Delaware (“Zhone”).
ASSET PURCHASE AGREEMENT BY AND AMONG SOLECTRON CORPORATION, [BUYER], [SELLER] AND ZHONE TECHNOLOGIES, INC.Asset Purchase Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
This ASSET PURCHASE AGREEMENT (“Agreement”), dated as of , , by and among Solectron Corporation, a Delaware corporation ((“Buyer’s Parent”), , an indirect, wholly-owned subsidiary of Buyer’s Parent (“Buyer”), Zhone Technologies, Inc., a Delaware corporation (“Seller’s Parent”), and and a direct, wholly-owned subsidiary of Seller’s Parent (“Seller”).
EXHIBIT 10.13 ZHONE INVESTORS ___, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY LIMITED LIABILITY COMPANY CLASS B MEMBER INTEREST PURCHASE AGREEMENT THIS LIMITED LIABILITY COMPANY CLASS B MEMBER INTEREST PURCHASE AGREEMENT (hereinafter referred to as...Limited Liability Company Class B Member Interest Purchase Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware
RECITALSPledge and Assignment of Cash Collateral Account • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 20, 1999 AMONG ZHONE TECHNOLOGIES, INC., ZHONE ACQUISITION CORP. AND PREMISYS COMMUNICATIONS, INC.Merger Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 20, 1999 (this “Agreement”), is by and among Zhone Technologies, Inc., a Delaware corporation (“Parent”), Zhone Acquisition Corp., a Texas corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Premisys Communications, Inc., a Delaware corporation (the “Company”).
SUPPLY AGREEMENT No. C000325 FOR MANUFACTURING AND RELATED SERVICES Between SOLECTRON CORPORATION And ZHONE TECHNOLOGIES, INC.Supply Agreement • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
This Supply Agreement (“Agreement”) is entered into by and between Solectron Corporation, located at 847 Gibraltar Drive, Milpitas, CA 95035, by and on behalf of its subsidiaries and affiliates (“Solectron”) and Zhone Technologies, Inc., located at 7677 Oakport Street, Suite 1040, Oakland, CA 94621, by and on behalf of its subsidiaries and affiliates (“Zhone”).
AGREEMENT AND PLAN OF REORGANIZATION Among ZHONE TECHNOLOGIES, INC., a Delaware corporation, CAG ACQUISITION CORPORATION, a Delaware corporation and wholly- owned subsidiary of Zhone, CAG TECHNOLOGIES, INC., a California corporation and Fred Ackourey,...Agreement and Plan of Reorganization • April 30th, 2003 • Zhone Technologies Inc • Telephone & telegraph apparatus • California
THIS AGREEMENT AND PLAN OF REORGANIZATION is entered into on November 15, 1999, by and among ZHONE TECHNOLOGIES, INC., a Delaware corporation (“Zhone”), CAG ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Zhone (“Sub”), CAG TECHNOLOGIES, INC., a California corporation (“CAG”), and Fred Ackourey (the “Principal Shareholder”).
