0001206774-06-000402 Sample Contracts

AMENDMENT NO. 4 to RIGHTS AGREEMENT
Rights Agreement • March 10th, 2006 • Verilink Corp • Telephone & telegraph apparatus

This Amendment No. 4 to Rights Agreement is entered into as of March 9, 2006, by and between Verilink Corporation, a Delaware corporation (the “Company”) and American Stock Transfer and Trust Company, a New York banking corporation (“AST”).

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CONSENT, AMENDMENT AND EXCHANGE AGREEMENT
Consent, • March 10th, 2006 • Verilink Corp • Telephone & telegraph apparatus • New York

CONSENT, AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”), dated as of March 9, 2006, by and among Verilink Corporation, a Delaware corporation, with headquarters located at 11551 E. Arapahoe Rd., Suite 150, Centennial, Colorado 80112 (the “Company”) and the investor that is a signatory to this Agreement (the “Investor”).

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