0001193125-07-269405 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into as of September , 2005 between ANDA Networks, Inc., a Delaware corporation (“the Company”), and (“Indemnitee”).

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SEVERANCE AGREEMENT
Severance Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec • California

THIS AGREEMENT is entered into as of December 1, 2007 by and between Lewis E. Nichols (the “Executive”) and ANDA NETWORKS, INC., a Delaware corporation (the “Company”).

ANDA NETWORKS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT JUNE 1, 2006
Investors’ Rights Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec • California

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of June 1, 2006, by and among ANDA Networks, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to individually as an “Investor” and collectively as the “Investors,” and the holders of Common Stock listed on Schedule B hereto, each of which is herein referred to individually as a “Common Holder” and collectively as the “Common Holders.”

LEASE AGREEMENT
Lease Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec

THIS LEASE, made this 1st day of October, 2007, between Hybrid Circuits Inc., hereinafter called Landlord, and Anda Networks (USA Corporation), hereinafter called Tenant.

CONFIDENTIAL TREATMENT REQUESTED OEM AGREEMENT
Oem Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec • New York

This OEM Agreement (the “Agreement”) is made and entered into as of August 14th, 2006 (the “Effective Date”), by and between ANDA Networks, Inc., a Delaware Corporation with its principal place of business at 1274 Geneva Drive, Sunnyvale, California 94089 (“Supplier”) and Ciena Corporation, a Delaware corporation with its principal place of business at 1201 Winterson Road, Linthicum, Maryland 21090 (together with its affiliates and subsidiaries, “Ciena” and, together with Supplier, the “Parties” and each individually a “Party”).

LEASE AGREEMENT
Lease Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec

THIS LEASE, executed in duplicate as of the 16th day of March 2007 by and between Santa Ana Court Investments No. 4 (hereinafter called “Landlord”), and ANDA Networks, Inc. a Delaware Corporation (hereinafter called “Tenant”).

CONFIDENTIAL TREATMENT REQUESTED **** NORTEL CONFIDENTIAL ****
Master Purchase and Sale Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec • New York

This MASTER PURCHASE AND SALE AGREEMENT No. 07-1280, including Exhibits A through Q/U, (Agreement) is entered into on June 14th, 2007 (Effective Date) between Nortel Networks Inc., a Delaware corporation, with offices at 4001 E. Chapel Hill, Nelson Hwy, Research Triangle Park, NC 27709, USA (Nortel Networks) and ANDA Networks, Inc. a Delaware corporation with offices located at 247 Santa Ana Court, Sunnyvale, CA 94085 (Seller).

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER
Loan and Security Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec

This Second Amendment to Loan and Security Agreement and Limited Waiver (this “Amendment”) is entered into as of August 21,2006, by and between Venture Banking Group, a division of Greater Bay Bank N,A. (“Bank”) and ANDA NETWORKS, INC. (“Borrower”).

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec

This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of July 3, 2007, by and between Greater Bay Venture Banking, a division of Greater Bay Bank, N.A. (“Bank”) and ANDA NETWORKS, INC. (“Borrower”).

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec • California

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of July 19, 2005, by and between Venture Banking Group, a division of Greater Bay Bank N.A. (“Bank”) and ANDA NETWORKS, INC. (“Borrower”).

ANDA NETWORKS, INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec • California

This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of September 3, 2004, by and between Venture Banking Group, a division of Greater Bay Bank N.A. (“Bank”) and ANDA NETWORKS, INC. (“Borrower”).

Lease Agreement
Lease Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec

THIS LEASE AGREEMENT (“LEASE”) is executed this 20th day of August, 2007, by and between ANDA Networks (Wuhan) Inc. whose principal place of business is 31F, Zhongshang Plaza, No.7 Zhongnan Rd, Wuhan 430071, Hubei, China Tel: +86-27-8771-0789, Fax: +86-27-8732-2772, (hereinafter called “LESSEE”), and Wuhan Zhong Jiang Real Estate Development Co. Ltd., with offices at No.7, Zhongnan Rd., Wuhan 430071, Hubei, China, Tel: +86-27-87823 988, Fax: +86-27-8730 7188, (hereinafter called “LESSOR”).

AMENDMENT NUMBER ONE TO THE SUBCONTRACTED SERVICES AGREEMENT BETWEEN LUCENT TECHNOLOGIES WORLD SERVICES INC. AND ANDA NETWORKS, INC.
Subcontracted Services Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec

This Amendment is made by and between Lucent Technologies World Services Inc., (“Lucent”), a Delaware corporation with offices at 500 Mountain Avenue Murray Hill, NJ 07084, and ANDA Networks, Inc., a Delaware corporation with offices at 1274 Geneva Drive, Sunnyvale, CA 94089 (“Customer”), and shall become effective on the data last executed below by authorized representatives of both Lucent and Customer.

AMENDMENT NUMBER TWO TO THE SUBCONTRACTED SERVICES AGREEMENT BETWEEN LUCENT TECHNOLOGIES WORLD SERVICES INC. AND ANDA NETWORKS, INC.
Subcontracted Services Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec

This Amendment is made by and between Lucent Technologies World Services Inc., (“Lucent”), a Delaware corporation with offices at 600 Mountain Avenue Murray Hill, NJ 07084, and ANDA Networks, Inc. a Delaware corporation with offices at 1274 Geneva Drive, Sunnyvale, CA 94089 (“Customer”), and shall become effective on the date last executed below by authorized representatives of both Lucent and Customer.

Contract
Warrant Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER
Loan and Security Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec

This Sixth Amendment to Loan and Security Agreement and Limited Waiver (this “Amendment”) is entered into as of October 19, 2007, by and between Greater Bay Venture Banking, a division of Greater Bay Bank, N.A. (“Bank”) and ANDA NETWORKS, INC. (“Borrower”).

Tenancy Agreement
Tenancy Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec

An Agreement made the First day of November, 2007 between the Landlord and the Tenant as more particularly described in Schedule I.

CONFIDENTIAL TREATMENT REQUESTED AMENDMENT NO. 1 TO OEM AGREEMENT
Oem Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec • New York

* NOTE: Rate is an annual rate applied as a percentage of the total value of the Products (at list price) to be covered by the service offering

SUBCONTRACTED SERVICES AGREEMENT
Subcontracted Services Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec • New York
CONFIDENTIAL TREATMENT REQUESTED PURCHASE AGREEMENT
Purchase Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec • New York
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec

This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of August 31, 2007, by and between Greater Bay Venture Banking, a division of Greater Bay Bank, N.A. (“Bank”) and ANDA NETWORKS, INC. (“Borrower”).

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 21st, 2007 • Anda Networks Inc • Communications equipment, nec

This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of February 27, 2007, by and between Greater Bay Venture Banking, a division of Greater Bay Bank, N.A., formerly Venture Banking Group, a division of Greater Bay Bank N.A. (“Bank”) and ANDA NETWORKS, INC. (“Borrower”).

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