0001193125-04-088857 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • May 14th, 2004 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware

This Indemnity Agreement, dated as of , 200 , is made by and between Zhone Technologies, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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ZHONE TECHNOLOGIES, INC. SECOND RESTATED RIGHTS AGREEMENT
Rights Agreement • May 14th, 2004 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware

THIS SECOND RESTATED RIGHTS AGREEMENT is entered into as of November 13, 2003, by and among Zhone Technologies, Inc., a Delaware corporation (the “Company”), the undersigned holders of Series AA Preferred Stock (the “Series AA Preferred Stockholders”) and Series B Preferred Stock (the “Series B Preferred Stockholders”) of the Company (collectively, the “Preferred Stockholders”), and Mory Ejabat, Jeanette Symons and Robert Dahl (each a “Founder” and collectively, the “Founders”).

Amended and Restated Loan and Security Agreement
Loan and Security Agreement • May 14th, 2004 • Zhone Technologies Inc • Telephone & telegraph apparatus • California

This Loan Agreement amends and restates in its entirety the Loan and Security Agreement between Silicon and ZTI Merger Subsidiary III, Inc. dated as of December 30, 2002 (as previously amended, the “Prior Loan Agreement”), in order to add Zhone Technologies, Inc. as a Borrower thereunder, and to modify the terms of the Prior Loan Agreement as herein set forth.

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