Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 29, 2023

DZS INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	000-32743	22-3509099
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

5700 Tennyson Parkway, Suite 400

Plano, TX 75024

(Address of Principal Executive Offices, Including Zip Code)

(469) 327-1531

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	DZSI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement

On December 29, 2023, DZS Inc., as borrower (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with EdgeCo, LLC (“EdgeCo”), as lender. Pursuant to the Loan Agreement, the Company received a three-year term loan in an aggregate principal amount equal to $15,000,000 (the “Loan”). The principal amount of the Loan is payable on December 29, 2026 and bears interest at a fixed rate of 13.0% per annum. Interest is payable monthly in arrears. If the Loan is prepaid prior to the 18-month anniversary of funding, the Company will owe a prepayment fee equal to 18 months’ interest minus the amount of interest actually paid prior to such prepayment. The Loan is secured by certain assets of the Company.

The Loan Agreement contains various covenants that limit the ability of the Company (and in certain cases, certain of its subsidiaries) to, among other things, enter into any merger or consolidation, incur indebtedness, incur liens, make dividends or stock repurchases, and acquire any businesses (other than a similar business to that of the Company).

The Loan Agreement contains events of default that are customary for loans of this type. If an event of default occurs under the Loan Agreement, EdgeCo will be entitled to accelerate and call the unpaid principal balance of the Loan and all accrued interest and to take various actions against the collateral, including by exercising its right to acquire or sell the collateral to satisfy any obligations under the outstanding indebtedness.

The Loan Agreement also (i) includes preemptive rights that allow EdgeCo to exercise a right of first refusal in the event the Company decides to seek additional debt financing of up to $15 million for additional operating capital or to offer for sale additional unregistered shares of its common stock, par value $0.001 per share (the “Common Stock”), before December 31, 2026 and (ii) in connection with the Warrant Agreement (as defined below), provides EdgeCo with the right to designate a member of the Company’s Board of Directors, in each case subject to certain limitations and exceptions. In particular, EdgeCo’s designation right will terminate upon (x) the payment in full of the loan obligations and (y) its ownership of the Company’s Common Stock being less than 4.9% of the total outstanding Common Stock.

In connection with the Loan Agreement, the Company also entered into (i) a Warrant Agreement (the “Warrant Agreement”), dated as of December 29, 2023, by and between the Company and EdgeCo that issued a warrant to EdgeCo to subscribe for 6,100,000 shares of Common Stock at an exercise price of $1.84 per share, which represents the closing price of the Common Stock on NASDAQ on the trading day immediately preceding the date of the Warrant Agreement, and (ii) a Registration Rights Agreement (the “EdgeCo Registration Rights Agreement”), dated as of December 29, 2023, by and between the Company and EdgeCo that provides EdgeCo customary demand and piggyback registration rights for the 6,100,000 shares of Common Stock underlying the warrant, in the event the warrant is exercised. The warrant was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and was issued pursuant to the private placement exemption from registration thereunder provided by Section 4(a)(2) of the Securities Act.

The foregoing description of each of the Loan Agreement, the Warrant Agreement and the EdgeCo Registration Rights Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Loan Agreement, the Warrant Agreement and the EdgeCo Registration Rights Agreement, which agreements are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K (this “Current Report”) and are each incorporated herein by reference.

Private Placement

On December 29, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with IV Global Fund No. 4, a Korean limited partnership (“IV Global Fund”). The general partner of IV Global Fund, Invites Ventures Co., Ltd., and its limited partners are affiliates of DASAN Networks, Inc., a significant stockholder of the Company (“DNI”). Pursuant to the Securities Purchase Agreement, the Company agreed to issue 5,434,783 shares (the “Private Placement Shares”) of Common Stock to IV Global Fund, at a purchase price of $1.84 per share, which represents the closing price of the Common Stock on NASDAQ on the trading day immediately preceding the date of the Securities Purchase Agreement, for an aggregate purchase price of approximately $10,000,000. The issuance and sale of the Private Placement Shares was consummated on January 3, 2024. The Private Placement Shares were not registered under the Securities Act and were issued pursuant to the private placement exemption from registration thereunder provided by Section 4(a)(2) of the Securities Act. Pursuant to the Securities Purchase Agreement, (i) IV Global Fund is not permitted to offer, sell or otherwise transfer the Private Placement Shares for a period of six months from the closing of the transaction under the Securities Purchase Agreement and (ii) IV Global Fund is entitled to designate a member of the Company’s Board of Directors, in each case subject to certain limitations and exceptions, including in the case of the designation right, that IV Global Fund owns 4.9% or more of the total outstanding Common Stock of the Company.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and IV Global Fund, and customary indemnification obligations of the Company and IV Global Fund. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

In connection with the closing of the transaction contemplated by the Securities Purchase Agreement, the Company, IV Global Fund and DNI entered into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”), which amends and restates the existing Registration Rights Agreement, dated as of December 9, 2016, by and between the Company and DNI, to, among other things, (i) add IV Global Fund as a party, (ii) include the Private Placement Shares as Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement) thereunder and (iii) provide that the demand registration rights shall not apply until the Company is eligible to register the Common Stock on Form S-3 under the Securities Act. The Amended and Restated Registration Rights Agreement includes customary demand and piggyback registration rights.

The foregoing description of each of the Securities Purchase Agreement and the Amended and Restated Registration Rights Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Securities Purchase Agreement and the Amended and Restated Registration Rights Agreement, which agreements are filed as Exhibits 10.4 and 10.5, respectively, to this Current Report and are each incorporated herein by reference.

Sale of Asia-Pacific Business

On January 5, 2024, the Company and DZS California Inc. (“DZS California”), a wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with DNI. Pursuant to the Stock Purchase Agreement, DZS California will, subject to customary closing conditions, sell to DNI all of the equity interests in DASAN Network Solutions, Inc., a Korean company (“DNS”), D-Mobile Limited, a Chinese company, DZS Vietnam Company Limited, a Vietnamese company, Dasan India Private Limited, an Indian company, and DZS Japan, Inc., a Japanese company (collectively, the “Target Companies”), for a purchase price of approximately $48,000,000, consisting of $5,000,000 in cash, subject to certain adjustments, the elimination of approximately $34,000,000 in debt owed to DNI and the retention at DNS of approximately $9,000,000 in debt owed to DNI (the “Asia Sale”). The closing of the Asia Sale is expected to occur in February 2024, subject to the satisfaction or waiver of a number of conditions set forth in the Stock Purchase Agreement, including, among others, certain regulatory approvals in one or more non-U.S. jurisdictions.

The Stock Purchase Agreement contains representations, warranties and covenants of the parties customary for a transaction of this nature. In addition, the Company and DZS California, on the one hand, and DNI, on the other hand, have agreed to indemnify each other and their respective affiliates, shareholders, members, officers, directors, employees and other representatives for certain losses, including, among other things, breaches of representations, warranties and covenants, subject to certain negotiated limitations, deductibles, thresholds and survival periods set forth in the Stock Purchase Agreement.

The foregoing description of the Stock Purchase Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Stock Purchase Agreement, which agreement is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference. This summary of the principal terms of the Stock Purchase Agreement and the copy of the Stock Purchase Agreement filed as Exhibit 2.1 have been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, DZS California, the Target Companies, DNI or any of their respective subsidiaries or affiliates. In particular, the assertions embodied in the representations and warranties contained in the Stock Purchase Agreement are qualified by information in confidential disclosure schedules provided by the parties in connection with the signing of the Stock Purchase Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Stock Purchase Agreement. Moreover, the representations, warranties and covenants in the Stock Purchase Agreement were made as of specific dates, were made solely for the Stock Purchase Agreement and for the purposes of allocating risk between the parties to the Stock Purchase Agreement, rather than establishing matters as facts, are solely for the benefit of such parties, may be subject to qualifications or limitations agreed upon by such parties and may be subject to standards of materiality applicable to such parties that differ from those generally applicable to investors and reports and documents filed with the Securities and Exchange Commission (the “SEC”). Accordingly, investors are not third-party beneficiaries under the Stock Purchase Agreement and the representations, warranties and covenants in the Stock Purchase Agreement, and any descriptions thereof, should not be relied on as characterizations of the actual state of facts or circumstances of the Company, DZS California, the Target Companies, DNI or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of such representations, warranties and covenants may change after the date of the Stock Purchase Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Current Report contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Private Securities Litigation Reform Act of 1995. These statements reflect the beliefs and assumptions of the Company’s management as of the date hereof. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words, and similar expressions are intended to identify forward-looking statements. Such statements include, but are not limited to, statements about the consummation and timing of the Asia Sale. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. The Company’s actual results could differ materially and adversely from those expressed in or contemplated by the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those risk factors contained in the Company’s SEC filings available at www.sec.gov, including without limitation, the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and subsequent filings. In addition, additional or unforeseen affects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of these risks. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements for any reason.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report regarding the Loan Agreement is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report regarding the Warrant Agreement and the Securities Purchase Agreement is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on January 5, 2024 disclosing the transactions described above. A copy of that press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, are deemed to be “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.						Description

2.1*						Stock Purchase Agreement, dated as of January 5, 2024, by and between DZS Inc., DZS California Inc. and DASAN Networks, Inc.
10.1*						Loan Agreement, dated as of December 29, 2023, by and between EdgeCo, LLC and DZS Inc.
10.2						Warrant Agreement, dated as of December 29, 2023, by and between EdgeCo, LLC and DZS Inc.
10.3						Registration Rights Agreement, dated as of December 29, 2023, by and between EdgeCo, LLC and DZS Inc.
10.4*						Securities Purchase Agreement, dated as of December 29, 2023, by and between DZS Inc. and IV Global Fund No. 4.
10.5						Amended and Restated Registration Rights Agreement, dated as of January 3, 2024, by and between DZS Inc., DASAN Networks, Inc. and IV Global Fund No. 4.
99.1						Press Release issued on January 5, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: January 5, 2024	DZS Inc.

	By:	/s/ Misty Kawecki
		Misty Kawecki
		Chief Financial Officer

주식매매계약서

STOCK PURCHASE AGREEMENT

본 주식매매계약서(이하 “본 계약”)는 델라웨어 주 법에 따라 설립된 DZS INC.(이하 “DZS”), DZS의 완전자회사로 캘리포니아 주 법에 따라 설립된 DZS CALIFORNIA, INC.(이하 “매도인”)와 대한민국법에 따라 설립된 주식회사 다산네트웍스(이하 “매수인”) 사이에서 2024. 1. 5. 체결되었다. 본 계약의 일방 당사자를 말할 때에는 “당사자” 라 하고, 당사자 모두를 말할 때에는 “당사자들” 이라 한다.

THIS STOCK PURCHASE AGREEMENT, dated as of January 5, 2024 (this “Agreement”), is by and among DZS Inc., a company incorporated under the laws of the State of Delaware (“DZS”), DZS CALIFORNIA INC., a company incorporated under the laws of the State of California and a wholly owned subsidiary of DZS (the “Seller”), and DASAN NETWORKS, INC., a company incorporated under the laws of Korea (the “Purchaser”). Each party to this Agreement shall be referred to as a “Party” and shall collectively be referred to as “Parties”.

전 문

RECITALS

DZS는 매도인이 발행한 주식 전부를 소유하고 있고, 매도인은 주식회사 다산네트웍솔루션즈, D-Mobile Limited(중국어 상호 “大山網路”), DZS Vietnam Company Limited, Dasan India Private Limited, DZS Japan, Inc.(이하 통칭하여 “본건 대상 회사들”)에 관하여 별첨 목록 1에 기재된 것과 같은 주식 또는 지분권(이하 “본건 매매대상 주식”)을 보유하고 있다.

WHEREAS, DZS owns all stocks issued by the Seller, and the Seller owns such stocks or equity interests issued by DASAN Network Solutions, Inc., D-Mobile Limited(“大山網路” in Chinese language), DZS Vietnam Company Limited, Dasan India Private Limited and DZS Japan, Inc. (collectively the “Companies”) as are stipulated in the Schedule 1 (the “Stocks”);

DZS, 매도인 및 매수인의 각 이사회는 매도인이 본건 매매대상 주식을 매수인에게 매도함이 각자의 영업 및 주주이익을 위하여 최선이라는 결론에 이르렀다.

WHEREAS, the respective Boards of Directors of DZS, the Seller and the Purchaser have determined that the sale and purchase of the Stocks between the Seller and the Purchaser is in furtherance of and consistent with their respective business strategies and is in the best interest of their respective stockholders;

(i) DZS의 전략위원회 및 이어서 DZS의 이사회는 본 계약과 본 계약에 따른 거래가 공정하며, 권고되고, DZS와 (매수인 및 그 관계사를 제외한)DZS의 주주들의 최선의 이익을 위한다고 결정하였으며, (ii) 매도인 및 매수인의 각 이사회는 본 계약에 따라 매도인이 본건 매매대상 주식을 매수인에게 매도하는 거래를 승인하고 의결하였다.

WHEREAS, (i) the Strategy Committee of the Board of Directors of DZS and, subsequently, the Board of Directors of DZS have determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interest of DZS and the stockholders of DZS other than Purchaser and its affiliates, and approved this Agreement, and (ii) the respective Boards of Directors of the Seller and the Purchaser have approved and declared the acquisition by the Purchaser of the Stocks from the Seller upon the terms and subject to the conditions of this Agreement; and

매도인은 본 계약에서 정해지는 조건과 내용에 따라 본건 매매대상 주식 전부를 매수인에게 매도하고자 하고, 매수인은 이를 매수하고자 한다.

WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, all of the Stocks subject to the terms and conditions set forth in this Agreement.

이에 당사자들은 각자의 진술과 보장, 의무이행사항 등을 규정하고 구속력을 부여하기 위하여 아래와 같이 약정한다.

NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, the Parties agree as follows:

제1조 [주식의 매매]

ARTICLE I [STOCK PURCHASE]

① 본 계약에 따라 매도인이 매도하고 매수인이 매수하는 본건 매매대상 주식은 별첨 목록 1에 기재된 것과 같다.

The Stocks to be sold by the Seller and to be purchased by the Purchaser subject to the terms and conditions of this Agreement are as set forth in the Schule 1.

② 본건 매매대상 주식에 대한 매매대금은 미화38,733,969.16달러로 하고(이하 “본건 매매대금”), 그 중 미화3,784,178.75달러는 현금으로 지급하고(이하 “본건 현금지급 부분”), 본건 매매대금의 잔여분은 별첨 목록 2, Part B에 보다 상세히 기재된 다산네트웍솔루션즈가 매수인으로부터 차입한 차입금에 대한 매수인의 채권(이하 “본건 차입급채권”)을 매수인이 매도인에게 양도함으로써 지급한다. 오해의 소지가 없도록 부언하면, 본건 매매대금의 최종적인 금액은 거래종결일을 기준으로 아래와 같이 결정되고 확정된다.

본건 매매대금의 최종적인 금액 = 본건 현금지급 부분 + 본건 차입급채권 – 제1조 제3항에 따라 차감되는 금액 + 제1조 제4항에 따라 가산되는 금액

The purchase price to be paid by the Purchaser for the Stocks shall be US$38,733,969.16 (the “Purchase Price”). US$3,784,178.75 of the Purchase Price shall be paid in cash (the “Cash Payment”) and the balance of the Purchase Price shall be paid by the Purchaser’s transfer to the Seller of those certain loan receivables owed to the Purchaser by DASAN Network Solutions, Inc., which are more particularly described on Part B of Schedule 2 (the “Loan Receivables”). For avoidance of doubt or misunderstanding, the definitive sum of the Purchase Price shall be decided and fixed as of the Closing Date as follows:

The definitive sum of the Purchase Price = Cash Payment + Loan Receivables – the sum to be deducted pursuant to Section 1.3 + the sum to be added pursuant to Section 1.4

③ 본건 대상 회사들이 DZS와 매수인 간 체결된 2023. 12. 13.자 의향서 (이하 “본건 의향서”)의 체결일부터 거래종결일까지의 사이에, DZS 또는 본건 대상 회사들을 제외한 DZS의 특수관계인(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)에게 보낸 일체의 금전은 본건 매매대금에서 차감된다. 본건 대상 회사들을 제외한 DZS의 특수관계인 전부 및 DZS를 통칭하여 “본건 비대상 회사들” 이라 한다. 오해의 소지가 없도록 부언하면, 주식회사 다산네트웍솔루션즈가 2023. 12. 13. DZS에게 보낸 미화1,215,821.25달러는 이미 제1조 제2항에 기재된 본건 현금지급 부분 금액에 반영되었고, 본건 현금지급 부분에서 차감되지 않는다.

Any cash payment made by any of the Companies to DZS or any of its Affiliates (defined in Section 10.12, same meaning in other parts of this Agreement) other than the Companies from the date of the letter of the intent dated December 13, 2023 by and between DZS and the Purchaser (the “LOI”) until the Closing Date, shall be deducted with respect to the payment of the Purchase Price. DZS and all of its Affiliates other than the Companies shall be referred to collectively as the “Non-Acquired Entities”. For avoidance of doubt or misunderstanding, US$1,215,821.25 sent to DZS by DASAN Network Solutions, Inc. on the date of December 13, 2023, has been already reflected on the sum of the Purchase Price stated in Section 1.2, and shall not be deducted with respect to the payment of the Purchase Price.

④ 본건 비대상 회사들이 본건 의향서의 체결일부터 거래종결일까지의 사이에, 본건 대상 회사들에게 보낸 일체의 금전은 본건 매매대금에 가산된다.

Any cash payment made by any of Non-Acquired Entities to any of the Companies from the date of the LOI entered into by DZS and the Purchaser until the Closing Date, shall be added with respect to the payment of the Purchase Price.

제2조 [본건 매매대금의 지급 및 본건 매매대상 주식의 이전 등]

ARTICLE II [CLOSING]

① 본건 매매대상 주식의 매매 및 이전의 종결(이하 “거래종결”)은 (1) 2024. 2. 1. (단, 해당 일자에 제6조에서 정한 거래종결을 위한 선행조건들이 모두 충족 또는 면제되었어야 함)과 (2) 제6조에서 정한 거래종결을 위한 선행조건들이 모두 충족 또는 면제된 날로부터 3 영업일이 되는 날 중 먼저 도래하는 날짜에 이루어진다. 이하 거래종결이 이루어지는 날을 “거래종결일” 이라 한다.

Subject to the terms and conditions set out in this Agreement, the closing of the sale, purchase and transfer of the Stocks (the “Closing”) shall take place on the earlier of: (i) February 1, 2024, provided that all of the conditions precedent for the Closing set forth in Article VI have been satisfied or waived as of such date; or (ii) the third business day after the date on which all of the conditions precedent for the Closing set forth in Article VI have been satisfied or waived. The date of the Closing shall be referred to as the “Closing Date”.

② 매수인은 거래종결일에 매도인이 본 조 제3항 기재 의무를 이행함과 동시에 다음 각 호의 사항을 이행해야 한다.

Concurrently upon performance by the Seller of its obligations under Section 2.3, the Purchaser shall perform each of the following obligations:

(1)매수인은 거래종결일에 매도인이 서면으로 지정한 계좌로 제1조 제3항에 따라 차감되고 제1조 제4항에 따라 가산된 본건 현금지급 부분을 송금한다. 다만, 매수인은 본건 매매대금 지급과 관련하여 [한미조세협약(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)을 포함한] 대한민국의 법령 (제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)에 따라 차감이나 지급보류가 필요한 경우에는 본건 현금지급 부분에서 필요한 만큼의 금액을 차감하거나 지급보류할 수 있다. 단, 거래종결 이전 매도인이 매수인에게 매도인이 한미조세협약에 따라 어떠한 세액을 면제받을 수 있다는 점을 입증하는 문서를 교부하는 경우, 해당 세액은 차감되거나 지급보류할 수 없다. 이와 같이 지급보류되는 금액은 정부기관(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)에 지급되는 한 매도인에게 완전하게 지급된 것으로 간주한다.

On the Closing Date, the Purchaser shall pay the Cash Payment, which is decreased according to Section 1.3 and increased according to Section 1.4, by wire transfer in immediately available funds at Closing to an account designated by the Seller in writing; provided however, that the Purchaser shall be entitled to deduct and withhold from the Cash Payment such amounts as are required to be deducted and withheld with respect to the payment of the Purchase Price under the Laws of the Republic of Korea, including the Korea-US Tax Treaty (defined in Section 10.12, same meaning in other parts of this Agreement),except that the amount of any taxes, with respect to which the Seller has furnished to the Purchaser documentation evidencing the Seller’s entitlement to exemption under the Korea-U.S. Tax Treaty prior to the Closing, shall not be deducted or withheld from the Purchase Price. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity (defined in Section 10.12, same meaning in other parts of this Agreement), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Seller.

(2)매수인이 제2조 제2항 제(1)호에 따라 본건 현금지급 부분을 지급함과 동시에, 본건 차입금 채권이 매도인에게 양도된 것으로 간주한다.

Concurrently upon payment of the Cash Payment by the Purchaser in accordance with Section 2.2(1) above, the Loan Receivables shall be deemed transferred to the Seller.

③ DZS 및 매도인은 매수인이 본 조 제2항 기재 의무를 이행함과 동시에 다음 각 호의 사항을 이행해야 한다.

Concurrently upon performance by the Purchaser of its obligations under Section 2.2, DZS and the Seller shall perform each of the following obligations:

(1)매수인은 별첨 목록 1 기재 주식들 중 주식회사 다산네트웍솔루션즈가 발행한 주식의 주권(이하 “본건 주권”)을 매수인에게 인도한다. 단, 당사자들은 본 계약 체결

일 현재 매수인이 본건 주권을 점유하고 있다는 점을 인정하며, 거래종결과 동시에 본건 주권에 대한 점유와, 이에 대한 모든 소유권 및 권리가 매도인으로부터 매수인에게로 이전된다는 것에 동의한다.

The Seller shall deliver to the Purchaser the share certificate representing the shares issued by DASAN Network Solutions, Inc. and owned by the Seller as set forth in the Schedule 1 (the “Share Certificates”); provided that the Parties acknowledge the Share Certificates are already in the possession of the Purchaser as of the date of this Agreement, and the Parties agree that the possession thereof, and all title, right and interest therein and thereto, shall have been transferred from the Seller to the Purchaser concurrently upon Closing.

(2)주식회사 다산네트웍솔루션즈로 하여금 거래종결일 현재 매수인이 본건 매매대상 주식에 관한 주주로 명의개서된 본건 대상 회사들의 대표이사의 원본대조필 확인이 있는 주주명부를 교부하도록 한다.

DZS and the Seller shall cause DASAN Network Solutions, Inc. to deliver to the Purchaser a copy of the shareholders registry of DASAN Network Solutions, Inc. certified as true and correct by the chief executive officer of it, evidencing the Purchaser’s ownership of the Stocks.

(3)주식회사 다산네트웍솔루션즈로 하여금 (i) 제2조 제2항 제2호에 따른 본건 차입금채권의 양도, (ii) 별첨 목록 2, Part A에 기재된 DZS가 다산네트웍솔루션즈에 부담하는 차입급채무(이하 “본건 차입금채무”)를 매도인이 승계하는 것 및 (iii) 제2조 제3항 제4호에 따라 거래종결과 동시에 본건 차입금채권과 차입금채무가 서로 상계하여 취소하는 것에 대한 동의서를 제출하도록 한다.

DZS and the Seller shall cause DASAN Network Solutions, Inc. to deliver to the Purchaser its written consent to: (i) the transfer of the Loan Receivables under Section 2.2(2); (ii) the assumption by the Seller of that certain loan payable by DZS owed to DASAN Network Solutions, Inc. as specified in Part A of Schedule 2 (the “Loan Payable”); and (iii) the mutual setting-off and cancellation of the Loan Receivable and the Loan Payable in accordance with Section 2.2.(4).

(4)거래종결시 매도인은 본건 차입금채권과 본건 차입금채무를 상호 상계하고 취소하여, 본건 차입금채권과 본건 차입금채무는 소멸한다. At Closing, the Seller shall set off and cancel the Loan Receivables and the Loan Payable against each other, and the Loan Receivables and the Loan Payable shall be terminated accordingly.

④ 거래종결 시 본건 매매대상 주식에 관한 모든 권리는 매수인에게 자동적으로 이전된다. DZS 및 매도인은 제2조 제3항 기재 의무의 이행 등 본건 매매대상 주식에 관한 모든 권리가 매도인으로부터 매수인에게 이전됨과 관련하여 필요한 모든 절차가 이루어질 수 있도록 협조한다.

All titles to the Stocks shall be transferred automatically from the Seller to the Purchaser upon Closing. DZS and the Seller shall cooperate with the Purchaser to complete all procedures required in relation to the transfer of the Stocks, including without limitation, the obligations set forth in Section 2.3.

⑤ DZS와 본건 대상 회사들 사이의 채권채무 전부는 거래종결일에 상계와 면제로 소멸한다.

All of intercompany receivables and payables between DZS and any of the Companies shall be terminated by net and writing off as of the Closing Date.

제3조 [DZS 및 매도인의 진술과 보장]

ARTICLE III [REPRESENTATIONS AND WARRANTIES OF DZS AND THE SELLER]

① 본 계약 체결일 현재 DZS가 미국 증권거래위원회에 신고하거나 제출한 보고서, 목록, 서식, 진술서, 인증서 또는 기타 문서 (이에 대한 별첨, 개정 및 보완을 포함함)에 기재된 바와 별첨 목록 3(이하 “공개 목록”)에 기재되어 있는 것을 제외하고는, DZS 및 매도인은 매수인에 대하여 본 계약 체결일 및 거래종결일 현재 아래 제2항 내지 제14항과 같은 사항들이 진실함을 보장한다.

Except as set forth in any report, schedule, form, statement, certification or other document (including exhibits, amendments, and supplements thereto) furnished or filed by DZS with the U.S. Securities and Exchange Commission as of the date hereof and as disclosed in the Schedule 3 (the “Disclosure Schedule”), which identifies exceptions by specific Section references, the Seller represents and warrants to the Purchaser the following Section 3.2 through Section 3.14 to be true, accurate, complete and not misleading in all respects as of the date of this Agreement and as of the Closing.

② 매도인은 본건 매매대상 주식의 주주로서 본건 매매대상 주식을 매도할 적법한 권한을 가지고 있고, 본 계약을 체결하고 이행할 수 있는 법적 권한을 가지고 있다. 본 계약 체결일까지 본건 매매대상 주식과 관련하여 제3자로부터 제기된 분쟁이 없다.

The Seller has all requisite legal power and authority to sell the Stocks, to execute and deliver this Agreement, and to carry out and perform its obligations under the terms of this Agreement. There has been no dispute initiated by or against a third party concerning the Stocks.

본건 매매대상 주식에는 질권 기타 어떠한 종류의 제한물권이나 부담(담보대출, 신탁증서, 저당, 담보계약, 담보선취특권 또는 그 밖에 일체의 부담)이 설정되어 있지 않고, 본건 매매대상 주식에 대한 압류, 가압류, 가처분 기타 어떠한 처분제한도 없으며, 본건 매매대상 주식에 대한 우선매수권, 환매권 기타 제3자를 위하여 설정된 아무런 채권적 권리도 존재하지 아니한다.

The Seller owns of record and beneficially the Stocks free and clear of any liens (any mortgage, deed of trust, pledge, hypothecation, encumbrance security interest or other lien of any kind) and any restrictions which prohibit the transfer or disposition. There is no outstanding contractual obligation of the Seller to grant any preemptive or similar right with respect to the Stocks.

DZS 및 매도인은 본 계약의 체결, 교부 및 이행을 위하여 필요한 내부의 모든 절차를 거쳤고, DZS 및 매도인의 본 계약 체결 및 이행은 관련 법령이나 DZS 및 매도인의 설립 관련 서류 및 기타 모든 내부규정에 위반되지 않으며, DZS 또는 매도인이 당사자인 어떠한 계약의 위반도 초래하지 않는다. 단, 관련 법령의 위반 또는 해당 계약의 위반 또는 해당 계약상 이익의 상실이, 개별적으로 또는 종합적으로, 중대한 부정적 영향을 끼치지 않을 것으로 예상되는 경우는 제외한다.

The execution and delivery of this Agreement by DZS and the Seller, the performance by DZS and the Seller of its obligations hereunder and the consummation by DZS and the Seller of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate actions. The execution and delivery of this Agreement by DZS and the Seller do not, and the performance of this Agreement by DZS and the Seller will not violate any provision of or result in the breach of, any applicable Law, conflict with or violate any provision of the Organizational Documents and other corporate regulations of DZS and the Seller, and result in any breach of or any loss of any benefit under any contract to which DZS or the Seller is a party, except in the case of a breach of applicable Law or any breach of or loss of any benefit under any such contract that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

③ DZS, 본건 대상회사들 또는 DZS 이사회의 감사 위원회, 독립적인 회계법인 또는 전술한 주체의 기타 대표자가 본건 회계장부 재작성(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)과 관련하여 인정하였거나 향후 인정하는 바를 제외하고, (1) DZS, 매수인 또는 본건 대상회사들 중 어느 회사가 매수인에게 제공한 본건 대상회사들의 2021년 12월 31일 및 2022년 12월 31일을 기말일로 하는 회계연도에 대한 재무제표 및 2023년 9월 30일을 기말일로 하는 9개월 기간에 대한 재무제표는 모두 기업회계기준에 따라 작성되었으며, (ii) 이러한 재무제표는 각 대상회사의 장부를 따르며, 모든 중대한 사항에서 해당 일자 기준 각 본건 대상회사의 재무상태 및 관련 기간내 각 본건 대상회사의 영업 결과를 공정하게 나타낸다. ,

Except as has been identified or may be identified by DZS, the Companies, the Audit Committee of DZS’ Board of Directors or the independent accounting firm or other representatives of any of the foregoing in connection with the Restatement (defined in Section 10.12, same meaning in other parts of this Agreement), (i) the financial statements of each of the Companies for each of the fiscal years ended December 31, 2021 and 2022, and for the nine months ended September 30, 2023, which have been provided to the Purchaser by DZS, the Seller or any of the Companies, have been prepared in accordance with business accounting standards; and (ii) such financial statements are in accordance with the books and records of each of the Companies, and present fairly in all material respects the

financial position of each of the Companies as of the applicable date and the results of operations of the each of the Companies for the applicable period.

④ 본건 대상 회사들은 각자에게 적용되는 법령에 따라 적법하게 설립되어 존속 중인 법인이다. 본건 대상 회사들은 모두 현재 영위하고 있는 영업 수행과 자산의 소유·임대차·가동에 필요한 모든 권한과 정부승인을 가지고 있다. 본건 대상 회사들은 모두 영업에 필요한 모든 권한·라이센스를 가지고 있다. 다만 해당 인허가·라이센스가 없더라도 중대한 부정적 영향이 발생하지 않는 경우에는 예외로 한다.

Each of the Companies is a company duly organized, validly existing and in good standing under the Laws of its jurisdiction. Each of the Company has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Each of the Company is duly qualified or licensed to do business, except for such failures to be so qualified, licensed or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

⑤ 본건 대상 회사들의 주식 및 지분권(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)은 적법하고 유효하게 발행되었고, 납입이 완료되었으며, 그 발행으로 다른 어떤 우선권 기타 이와 유사한 권리를 침해하지 아니하였다.

All issued and outstanding stocks or Equity Interests (defined in Section 10.12, same meaning in other parts of this Agreement) of each of the Companies are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.

본건 대상 회사들의 기발행·미발행 주식이나 지분권과 관련된 내용이거나, 위와 같은 주식이나 지분권으로 전환·교환될 수 있거나 또는 본건 대상 회사들로 하여금 주식이나 지분권을 발행·매도하도록 강제하는 증권과 관련된 내용이거나, 본건 대상 회사들의 주식이나 지분권으로 전환·교환될 수 있는 증권과 관련된 내용으로, 본건 대상 회사들이 체결하였거나 본건 대상 회사들에게 의무이행을 강제하는 어떠한 종류의 선택권, 인수권, 기타 권리, 계약, 약정, 약속도 존재하지 않는다.

There are no options, warrants or other rights, agreements, arrangements or commitments of any character to which any of the Companies is a party or by which any of the Companies is bound relating to the issued or unissued capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating any of the Companies to issue or sell any shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, any of the Companies.

본건 대상 회사들의 주식이나 기타 지분권과 관련하여, 이를 환매하는 내용이거나, 주금환급 또는 다른 방식으로 매수하여 주는 내용이거나, 이전·처분을 제한하는 내용이거나, 우선권이나 기타 이와 유사한 권리를 인정하여 주는 내용의, 본건 대상 회사들의 계약상 의무는 존재하지 않는다. 본건 대상 회사들의 주식이나 지분권의 의결권 또는 등록과 관련된 내용의 주주간 계약, 의결권 약정, 기타 어떠한 약정도 존재하지 않는다.

There are no outstanding contractual obligations of any of the Companies to repurchase, redeem or otherwise acquire, restricting the transfer or disposition of, or granting any preemptive or similar right with respect to, any capital stock or other Equity Interests of any of the Companies. There are no shareholder agreements, voting trusts or other agreements or understandings to which any of the Companies is a party or by which it is bound relating to the voting or registration of any shares of capital stock or other Equity Interests of any of the Companies.

⑥ 본건 대상 회사들은 보수 관련 계약, 근로계약서나 임금 관련 규정에 명시된 것 이외에는 임직원들에게 추가로 금전지급의무를 부담하지 아니하며, 관련 법령에 따라 임직원들에게 지급하여야 할 보수, 임금, 상여금, 수당, 기타 금원을 모두 적정하게 지급하였고, 노동이나 고용 관련 법령 전부를 준수하고 있다.

Other than as expressly set out in any executive remuneration agreements, employment agreements or the work regulations to which any of the Companies is a party, none of the Companies owes any liabilities to provide additional compensation or other benefits to its executives and employees. Each of the Companies has paid to its executives and employees, in a timely manner in accordance with the requirements of the applicable laws and regulations, all executive remuneration, salary, bonuses, allowances, severance and any other monetary obligations relating to the engagement of executive and

employment that may accrued and be payable to those personnel. Each of the Companies is in compliance with all applicable Laws and regulations respecting labor and employment.

본건 대상 회사들의 종업원들에게 적용되는 모든 종업원급부제도(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)는 해당 국가의 관련 법령을 준수하고 있고, 금원이 출연되거나 장부에 기재되어야 하는 제도들은 모두 적정하게 금원이 출연되거나 장부에 기재되었으며, 위와 같은 종업원급부제도와 관련하여 현재 진행중이거나 장래 발생할 수 있는 중요한 소송은 존재하지 않는다.

All Company Benefit Plans(defined in Section 10.12, same meaning in other parts of this Agreement) that are maintained primarily for the benefit of employees of each of the companies comply with applicable local Law of its respective jurisdiction, all such plans that are intended to be funded and/or book-reserved are funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions, and there is no pending or threatened material litigation relating to any of such Company Benefit Plans.

⑦ 본건 대상 회사들이 체결한 중요한 계약들은 모두 유효하고 해당 계약의 각 당사자에게 구속력이 있다. 본건 대상 회사들은 각 계약에 따른 중요한 의무를 이행하였고, 본건 대상 회사들은 계약을 중대히 위반하였다거나 계약상 의무를 중대히 불이행하였다는 통지를 받은 사실이 없다.

All material contracts to which any of the Companies is a party, is valid and binding upon on such company and each other party thereto, and in full force and effect. Each of the Companies has performed all material obligations required to be performed by it to the date hereof. Any of the Companies has not received any notice of any material violation or default under any contract to which such company is a party.

⑧ 중대한 부정적 영향(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)을 야기하지 않는 사유를 제외하고, 본건 대상 회사들은 모든 환경 관련 법령(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)을 준수하였고, 환경 관련 법령에서 요구되는 모든 인허가 등을 획득하거나 신고하였으며, 환경 관련 법령을 위반하였다고 정부기관이나 제3자로부터 통지받은 사실이 없다.

Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect(defined in Section 10.12, same meaning in other parts of this Agreement), each of the Companies has complied with all applicable Environmental Laws(defined in Section 10.12, same meaning in other parts of this Agreement) and has obtained all licenses, permits and authorizations and filed all notices which are required to be obtained or filed by it for the operation of its business under all applicable laws and regulations. Any of the Companies has not received any communication, whether from a governmental authority or other third party, which alleges that it is not in compliance with any of the Environmental Laws.

⑨ 본건 대상 회사들은 본 계약 체결일 현재 영업을 영위하는 방식 그대로의 영업에 사용되는 모든 중대한 지식재산(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)에 관하여 적법ㆍ유효한 소유권 또는 사용권을 가지고 있다. 별첨 목록 4A 는 거래종결일 기준 본건 대상 회사들이 보유하는 지식재산(제품 브랜드, 특허 및 상표권을 포함하지만 이에 한정되지 않음)을 기재하고 있다. 오해의 소지가 없도록 부언하자면, 별첨 목록 4B에 기재된 지식재산, 제품, 제품 브랜드, 특허 및 상표를 포함하여, 별첨 목록 4A에 기재되지 않은 모든 지식재산, 제품, 제품 브랜드, 특허 및 상표는 매도인, DZS 또는 그 각 자회사가 지속해서 보유한다. 단, 별첨 목록 4C에 기재된 소프트웨어 및 이와 관련한 지식재산은 본 계약의 체결일 및 거래종결일 현재 DZS 및 다산네트웍솔루션즈가 공동으로 보유하고 있으며, 향후에도 이들이 공동으로 보유하고, 그 각자는 소스코드에 대한 권리 또한 보유한다.

Each of the Companies owns or has the right to use all of the material Intellectual Property (defined in Section 10.12, same meaning in other parts of this Agreement) used in the businesses of such company in substantially the same manner as such businesses are conducted on the date hereof. Schedule 4A sets out all of the material Intellectual Property, including but not limited to, products, product brands, patents and trademarks, that are owned by the respective Companies. For the avoidance of doubt, any such Intellectual Property, products, product brands, patents and trademarks not listed on Schedule 4A, including any Intellectual Property, products, product brands, patents and trademarks set forth on Schedule 4B, shall remain with the Seller, DZS or their respective Affiliates, except for the software set out in Schedule 4C, and Intellectual Property related thereto, which are, of

the date hereof and as of the Closing Date, and shall continue to be jointly owned by DZS and DASAN Network Solution, Inc., with each of them having rights to the source code.

제3자가 본건 대상 회사들을 상대로 지식재산의 소유권 또는 사용권, 이러한 권리의 유효성 또는 실행가능성을 다투는 서면 클레임을 제기한 사실이 없고, 본건 대상 회사들이 보유한 지식재산과 관련하여 현재 진행중이거나, 매도인이 알고 있는 바(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)에 따르면, 장래 진행될 수 있는 조치·소송·클레임·조사·중재·절차는 존재하지 아니하다.

No written claim challenging the ownership or license in and to any Intellectual Property or the validity or enforceability of such right of any of the Companies has been made by a third party and no Intellectual Property owner by any of the Companies is currently the subject of any pending or, to the Knowledge of the Seller (defined in Section 10.12, same meaning in other parts of this Agreement), threatened action, suit, claim, investigation, arbitration or other proceeding.

본건 대상 회사들은 제3자로부터 특허권·상표권·서비스권·상호·저작권·디자인권을 침해하였다거나, 영업비밀·기밀정보·노하우를 부적절하게 사용하거나 공개하였다는 내용의 서면 통지를 받은 사실이 없다.

None of the Companies has received any written notice from any third parties that such Company has infringed any domestic or foreign patent, trademark, service mark, trade name, or copyright or design right, or misappropriated or improperly used or disclosed any trade secret, confidential information or know-how.

본 계약의 체결·이행 및 거래종결은 본건 대상 회사들이 보유하거나 사용하고 있는 지식재산 관련 본건 대상회사들 각자가 당사자인 계약에 어떤 중대한 관점에서도 위반·상충되는 것이 아니고, 이러한 지식재산 관련 계약을 해지시키지 않을 것이며, 본건 대상 회사들이 이러한 지식재산 관련 계약에 따라 보유하는 어떠한 권리도 실효시키지 않는다.

The execution, delivery and performance of this Agreement by the Seller and the Closing will not breach, violate or conflict, in any material respect, with any instrument or agreement, to which any of the Companies is a party, concerning any Intellectual Property owned or used by such Company and will not cause the termination of, or forfeiture any rights in and to such Intellectual Property owned by such company under, such agreement.

대상회사는 그 영업비밀을 보호하고 제3자의 영업비밀을 침해하지 아니하기 위하여 유사한 규모 및 성격의 사업을 영위하는 다른 회사들이 통상적으로 취하고 있는 필요한 조치를 취하였으며, 매도인이 알고 있는 바에 따르면, 제3자의 영업비밀을 침해하고 있지 아니하며, 대상회사의 영업비밀을 침해하고 있는 제3자는 없다.

Each of the Companies has taken necessary measures commonly adopted by other companies of similar size and nature engaged in comparable businesses to protect its trade secrets and avoid infringing on the trade secrets of third parties. To the Knowledge of the Sellers, each of the Companies is not infringing on the trade secrets of third parties, and there are no third parties infringing on the trade secrets of any of the Companies.

⑩ 본건 대상 회사들은 본 계약 체결일까지 각종 세금과 관련된 모든 보고, 신고 등의 의무를 적시에 적법하게 진실한 내용으로 이행하였다. 신고하거나 과세당국에 의하여 결정된 세금 중 본 계약 체결일까지 납부되어야 하는 세금을 기한내에 모두 납부하였으며, 원천징수하여야 하는 모든 중대한 세금을 원천징수하였고, 신고와 유보 등 원천징수와 관련된 모든 절차를 준수하였다. 본건 대상 회사들은 세무신고를 하지 않았다거나 납부할 세금을 납부하지 않았다는 통지를 받은 사실이 없고, 본건 대상 회사들의 재산에 관하여 진행되는 세금추징 관련 절차는 존재하지 않는다.

All reports and returns relating to, or required to be filed in connection with any tax prior to the date of this Agreement by or on behalf of any of the Companies have been duly filed on a timely basis, and such reports and returns have been prepared in accordance with the requirements of the applicable laws and regulations and are in all respects true, complete and correct. All taxes shown to be payable on such reports and returns or on subsequent assessments with respect thereto by or on behalf of any of the Companies under all applicable laws and regulations have been paid in full on a timely basis. Each of the Companies has withheld all material taxes required to have been withheld prior to the date

of this Agreement, and complied with all information reporting and backup withholding requirements. None of the Companies has received notice that it has not filed a tax report or return or paid taxes required to be filed or paid. None of the Companies is a party to any action or proceeding for collection of taxes against it or any of its assets.

⑪ 본건 대상 회사들은 본 계약 체결일 현재 영업을 영위하는 방식 그대로의 영업에 필요한 책임보험, 재산보험, 특종보험, 기타 다른 형태의 보험을 모두 보유하고 있고, 위 보험증권들(또는 실질적으로 동일한 내용으로 갱신된 보험증권들)은 모두 효력을 유지하고 있으며, 납부기한이 도래한 보험료는 모두 납부되었고, 위 보험증권에 관한 취소·해제 통지를 수령한 사실이 없고, 본건 대상 회사들은 어떤 보험에서도 지급을 거절당하지 아니하였고, 과거 3년간 어떤 보험증권도 철회되거나 취소되지 아니하였다. 어떤 보험사도 본건 대상 회사들에게 보험적용범위를 축소하겠다거나 보험료를 대폭 올리겠다거나(이러한 축소나 인상이 본건 대상회사들에게만 특별히 적용되는 경우에 한하여), 본건 대상 회사들을 상대로 제기된 중대한 클레임 때문에 보험적용이 불가하다는(또는 보험적용여부에 관하여 다툴 예정이라는) 내용을 전달한 사실이 없다.

Each of the Companies has material policies of liability, property, casualty and other forms of insurance required in its businesses in substantially the same manner as such businesses are conducted on the date hereof. All such policies (or substantially equivalent renewal policies) are in full force and effect, all premiums due and payable have been paid, no written notice of cancellation or termination has been received with respect to any such policy and Any of the Companies has not been denied any form of insurance and no policy of insurance has been revoked or rescinded during the past three years. No insurer has advised any of the Companies that it intends to reduce coverage or materially increase any premium under any such policy (to the extent such reduction or increase is applicable specifically to any of the Companies only), or that coverage is not available (or that it will contest coverage) for any material claim made against any of the Companies.

⑫ 본건 대상 회사들이나 본건 대상회사들의 임직원을 상대로 하여(임직원을 상대로 한 경우라 함은 본건 대상회사들이 자신의 임직원의 행위 또는 위반에 대해 공동으로 책임을 부담하는 경우에 한정된다) 진행중이거나 매도인이 알고 있는 바에 따르면 장래 발생이 예상되는 어떠한 종류의 소송이나 분쟁도 존재하지 아니한다. 본건 대상 회사들은 어떠한 정부기관의 명령도 위반하고 있지 않고, 매도인이 알고 있는 바에 따르면 위와 같은 소송, 분쟁, 법원의 판결·결정·명령을 야기할 만한 어떠한 사정도 존재하지 아니한다.

There is no pending or, to the Knowledge of the Seller, threatened lawsuit, action, proceeding or investigation against any of the Companies or any of its directors or employees for whose acts or defaults such company may be collectively liable. Any of the Companies is not in default with respect to any order of any governmental authority by which such company is bound. To the Knowledge of the Seller, there are no circumstances which are likely to give rise to any lawsuit, action, suit, proceeding, investigation, judgement, decree or order of court. To the Knowledge of the Seller, there is no lawsuit, action, proceeding or investigation by any of the Companies currently pending or which such company presently intends to initiate.

⑬ 본건 대상 회사들의 은행계좌들은 모두 그 계좌 명의인에 의하여 적법하게 개설되었고, 어떠한 브로커나 M&A 대상 물색자나 투자은행에 대하여도 본건 대상 회사들에게 중개보수 지급책임을 발생시키는 약정을 체결한 사실이 없다.

All bank accounts of each of the Companies have been duly authorized by the holder thereof. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transaction contemplated in this Agreement based upon arrangements made by or on behalf of any of the Companies for which such company would be liable.

⑭ 본 계약의 다른 내용과 관계 없이, (1) 매수인 또는 그 대표·대리인이 조사를 하였더라도, 본 계약에 따른 DZS 및 매도인의 진술과 보장이나 본건 거래와 관련하여 매수인에게 제공된 문서에 기재된 DZS 및 매도인의 진술과 보장에는 아무런 영향이 없고, (2) 설령 매수인이 위와 같은 DZS 및 매도인의 진술과 보장이 정확하지 않은 것임을 알았거나 알았어야 했다 하더라도, 이로 인하여 DZS 및 매도인의 진술과 보장이 영향을 받거나 이와 관련된 권리가 포기되었다고 간주하지 않는다.

Notwithstanding anything to the contrary in this Agreement, (a) no investigation by the Purchaser or its representatives shall affect the representations and warranties of DZS and the Seller under this Agreement or contained in any other writing to be furnished to the Purchaser in connection with the

transactions contemplated hereunder, and (b) such representations and warranties shall not be affected or deemed waived by reason of the fact that the Purchaser knew or should have known that any of the same is or might be inaccurate in any respect.

제4조 [매수인의 진술과 보장]

ARTICLE IV [REPRESENTATION AND WARRANTIES OF THE PURCHASER]

① 매수인은 매도인에 대하여 본 계약 체결일 및 거래종결일 현재 아래 제2항 내지 제3항과 같은 사항들이 진실함을 보장한다.

The Purchaser represents and warrants to the Seller the following Section 4.2 through Section 4.3 to be true, accurate, complete and not misleading in all respects as of the date of this Agreement and each day up to and including the Closing.

② 매수인은 대한민국 법령에 의거하여 적법·적정하게 설립되어 운영되고 있고, 본 계약을 체결하고 거래를 종결할 수 있는 권한을 갖고 있다.

The Seller is a corporation duly organized and validly exiting under the Laws of Korea, and has the requisite corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereunder.

③ 매수인은 본 계약을 체결하기 위하여 필요한 내부의 모든 절차를 거쳤고, 매수인의 본 계약 체결 및 이행은 관련 법령이나 설립 관련 서류 및 모든 내부규정에 위반되지 않으며, 매수인이 당사자인 어떠한 계약의 위반도 초래하지 않는다. 단, 관련 법령의 위반 또는 해당 계약의 위반 또는 해당 계약상 이익의 상실이, 개별적으로 또는 종합적으로, 중대한 부정적 영향을 끼치지 않을 것으로 예상되는 경우는 제외한다.

The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action. The execution and delivery of this Agreement by the Purchaser do not, and the performance of this Agreement by the Purchaser will not violate any provision of or result in the breach of, any applicable Law, conflict with or violate any provision of the Organizational Documents and other corporate regulations of the Purchaser, and result in any breach of or any loss of any benefit under any contract to which the Purchaser is a party, except in the case of a breach of applicable Law or any breach of or loss of any benefit under any such contract that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

제5조 [의무이행사항]

ARTICLE V [COVENANTS]

① (i) 본 계약 체결일부터 거래종결일까지 본 계약의 다른 규정에서 특별히 허용하거나 (ii) 관련 법령상 요구되거나 또는 (iii) 매수인이 사전에 서면으로 동의한(단, 이러한 동의는 비합리적으로 보류되거나, 지연되거나 또는 조건이 부가될 수 없음) 예외사항을 제외하고는, DZS 및 매도인은 본건 대상 회사들이 이전과 동일하게 일상적인 영업을 계속하게 하여야 한다. 더 나아가, (i) 본 계약 체결일부터 거래종결일까지 본 계약의 다른 규정에서 특별히 허용하거나 (ii) 관련 법령상 요구되거나 또는 (iii) 매수인이 사전에 서면으로 동의한(단, 이러한 동의는 비합리적으로 보류되거나, 지연되거나 또는 조건이 부가될 수 없음) 예외사항을 제외하고는, 매도인은 스스로 또는 본건 대상 회사들로 하여금 아래와 같은 행위들을 하거나 하게 하여서는 안 된다.

Between the date of this Agreement and the Closing Date, except (i) as specifically permitted by any other provision of this Agreement, (ii) as required by applicable Law or (iii) as consented to in prior writing by Purchaser (which consent shall not be unreasonably withheld, delayed, or conditioned), DZS and the Seller will cause each of Companies to conduct its operations only in the ordinary and usual course of business consistent with past practice, Without limiting the foregoing, and as an extension thereof, except (i) as specifically permitted by any other provision of this Agreement, (ii) as required by applicable Law or (iii) as consented to in prior writing by Purchaser (which consent shall not be unreasonably withheld, delayed, or conditioned), the Seller shall not, and shall not permit any of the Companies, directly or indirectly, do, or agree to do, any of the following:

(1) 설립 관련 서류(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)를 수정하거나 변경하는 행위

amend or otherwise change its Organizational Documents (defined in Section 10.12, same meaning in other parts of this Agreement);

(2) 본건 대상 회사들의 주식이나 기타 다른 지분권을 발행하거나, 매도하거나, 처분하거나, 승인하거나, 이전하거나, 그 발행·매도·처분·승인·이전 등을 인정하는 행위. 본건 대상 회사들의 주식이나 지분으로 전환되거나 교환될 수 있는 증권이나 옵션, 선택권, 인수권, 기타 권리(계약상 권리 포함)를 부여하는 행위.

issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of any shares of capital stock of, or other Equity Interests in, any of the Companies of any class, or securities convertible or exchangeable or exercisable for any shares of such capital stock or other Equity Interests, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or other Equity Interests or such convertible or exchangeable securities, or any other ownership interest (including, without limitation, any such interest represented by contract right), of any of the Companies;

(3) 본건 대상 회사들의 주요 자산(지식재산 포함)을 매도하거나, 처분하거나, 이전하거나, 임대하거나, 사용권을 허여하거나, 담보로 제공하거나, 이와 같은 매도·처분·이전·임대·사용권허여·담보제공 등을 인정하는 행위(다만 기존에 이미 체결된 약정에 의한 것이거나, 과거부터 해 오던 일상영업에 의한 거래인 경우는 예외로 한다).

sell, pledge, dispose of, transfer, lease, license, guarantee or encumber, or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance of, any material property or assets (including Intellectual Property) of any of the Companies, except pursuant to existing contracts or commitments or except for any transactions in the ordinary course of business consistent with past practice;

(4) 과거부터 해 오던 일상영업의 범위를 벗어나는 약정의 체결행위 또는 거래행위

(5) 본건 대상 회사들의 주식에 관하여 배당 기타 분배금 지급(그 형태가 현금배당이든 주식배당이든 현물배당이든 혼합된 형태이든 모두 포함)을 결정하거나 지급하는 행위

declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any of the Stocks;

(6) 본건 대상 회사들의 주식 의결권에 관한 약정을 체결하는 행위.

enter into any agreement with respect to the voting of any of the Stocks;

(7) 본건 대상 회사들의 주식, 지분권, 기타 다른 증권을 직·간접적으로 재분류, 병합, 분할, 매수, 취득하는 행위

reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of the Stocks, other Equity Interests or other securities;

(8) 제3자로부터 지분이나 중대한 자산을 취득하는 행위(흡수합병·신설합병·주식양수도·자산양수도에 의한 취득을 포함하고, 다만 과거부터 해 오던 일상적인 영업에서의 자산 취득은 제외됨)

acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets) any interest in any person or any division thereof or any material assets, other than acquisitions of assets in the ordinary course of business consistent with past practice;

(9) 제3자를 위하여 금전채무를 부담하거나, 사채권을 발행하거나, 보증이나 배서를 하는 등의 행위(다만 과거부터 해 오던 일상영업의 범위에서 부담하게 되는 채무는 예외로 함)

incur any debt or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person for borrowed money, except for indebtedness for borrowed money incurred in the ordinary course of business consistent with past practice;

(10) 본건 대상 회사들의 주요 계약을 해지하거나, 취소하거나, 주요한 변경을 요구하거나, 주요한 변경에 대하여 동의하는 행위

terminate, cancel or request any material change in, or agree to any material change in, any material contract;

(11) 본 계약 체결일 현재 약정 또는 회사방침에 의하여 지급이 필요하고, 유효하게 존재하는 퇴직금이나 해고수당의 경우를 제외하고: (i) 임원들 또는 종업원들에 대하여 지급하거나 지급하여야 할 보수나 급부를 증액시키는 행위. (ii) 임원들, 종업원들에게 퇴직금·해고수당 관련 권리를 새로이 부여하거나, 새로운 고용계약·퇴직금약정을 체결하거나, 단체교섭·상여금·이익분배·보상·스톡옵션·연금·퇴직·이연보상·고용·해고·퇴직금규정·기타 급부약정에 관하여 새로이 시행·채택·체결·수정하는 행위(다만 관련 법령에 의한 경우는 예외로 한다). (iii) 종업원급부제도를 종업원에게 유리하게 수정·포기하거나 종업원급부제도의 지급시기·지급가능성을 앞당기는 행위.

except as may be required by contractual commitments or corporate policies with respect to severance or termination pay in existence on the date of this Agreement: (i) increase the compensation or benefits payable or to become payable to its directors, officers or employees; (ii) grant any rights to severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except to the extent required by applicable Law; or (iii) take any affirmative action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Company Benefit Plan;

(12) (i) 주요한 클레임·채무·의무에 관하여 지급·변제·이행하는 행위(다만 과거부터 해 오던 일상영업 범위내에서의 약정에 의한 경우는 예외). (ii) 주요한 어음이나 신용거래의 변제받는 시점을 과거부터 해 오던 영업관행에 의한 변제받는 시점보다 앞당기거나 늦추는 행위. (iii) 주요한 신용거래의 지급시점을 약정된 시점이나 과거부터 해 오던 영업관행에 의한 시점보다 늦추거나 앞당기는 행위.

(i) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, contingent or otherwise), except in the ordinary course of business consistent with past practice and in accordance with their terms, (ii) accelerate or delay collection of any material notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business consistent with past practice, or (iii) delay or accelerate payment of any material account payable in advance of its due date or the date such liability would have been paid in the ordinary course of business consistent with past practice;

(13) 과거부터 해 오던 영업관행에 의한 회계정책이나 회계과정을 변경하는 행위. 다만 기업회계기준이나 정부기관의 요구(회계장부 재작성의 경우를 포함한다)에 의한 경우에는 예외로 한다.

make any change in accounting policies or procedures, other than in the ordinary course of business consistent with past practice or except as required by GAAP or by a Governmental Entity, including as related to the Restatement;

(14) 주요한 클레임이나 재판, 중재와 관련하여 권리를 포기하거나, 지급하거나, 양보하거나, 합의하는 등의 행위

waive, release, assign, settle or compromise any material claims, or any material litigation or arbitration;

(15) 관련 법령에 의하여 요구되거나 회계장부 재작성으로부터 기인하는 경우를 제외하고, 주요한 세금 관련 선택을 하거나 변경하는 행위, 주요한 세금 관련 클레임·고지·감사보고·평가에 대하여 양보하거나 합의하는 행위, 세금산정방식을 채택하거나 변경하는 행위, 주요한 세무신고(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다)를 하거나 변경하는 행위, 주요한 세금과 관련된 할당약정·공동부담약정·면책약정·종결약정을 체결하는 행위, 주요한 세금환급금과 관련된 불복권한을 포기하는 행위, 주요한 세금 클레임이나 금액산정과 관련된 법정 제한기간 연장이나 포기에 동의하는 행위

except as required by applicable Law or as a result of the Restatement, make or change any material Tax election, settle or compromise any claim, notice, audit report or assessment in

respect of material Taxes, change any annual Tax accounting period; adopt or change any method of Tax accounting, file any amended material Tax Return (defined in Section 10.12 same meaning in other parts of this Agreement), enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any material Tax, surrender any right to claim a material Tax refund, or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment;

(16) 본건 대상 회사들이 계약당사자인 비밀유지약정과 관련된 주요한 권리나 클레임을 제기할 권리를 수정하거나, 소멸시키거나, 포기하거나, 양도하는 행위

modify, amend or terminate, or waive, release or assign any material rights or claims with respect to any confidentiality or standstill agreement to which any of the Companies is a party;

(18) 이상과 같이 금지되는 행위[위 (1)부터 (17)까지의 행위]를 하기 위한 계약이나 약정을 체결하거나 효력을 부여하는 행위

authorize or enter into any agreement or otherwise make any commitment to do any of the foregoing.

② 각 당사자는 (1) 가능한 신속하게 본 계약에 의한 거래절차를 완료할 수 있도록 관련 법령에 따라 필요한 모든 조치를 취하여야 하고, (2) 본 계약을 이행하기 위하여 정부기관으로부터 취득할 필요가 있거나, 정부기관으로부터의 제재를 피하기 위하여 취득하여야 하는 모든 인허가를 득하여야 하며, (3) 본 계약에 의한 거래절차와 관련하여 필요한 신고 등 절차를 취하여야 한다. 각 당사자는 위와 같은 신고 등 절차와 관련하여 상호 협조하고, 상대방의 요청이 있으면 자신이 제출할 신고서 사본을 상대방 또는 그 조력자에게 교부하며, 상대방의 요청이 있고 상당한 이유가 있으면 자신이 제출할 신고서 내용을 추가, 삭제 또는 변경한다. 각 당사자는 본 계약에 따른 절차와 관련하여 관련 법령에 따른 신청이나 신고를 위하여 필요한 모든 정보를 상대방 당사자에게 제공한다.

Each of the Parties shall use their commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, (b) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by each of the Parties or to avoid any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and (c) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable Law; provided, that the Parties shall cooperate with each other in connection with the making of all such filings, including, if requested, by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Parties shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

③ 각 당사자는 (1) 본 계약에 따른 거래절차를 완료하기 위하여 필요한 경우, (2) 거래종결일 전후를 불문하고 어느 당사자에게라도 악영향이 발생함을 방지하기 위하여 필요한 경우에는 제3자에 대한 통지를 하여야 하고, 제3자의 동의를 얻기 위하여 상당한 주의를 다하여야 한다. 어느 일방 당사자가 위와 같은 제3자의 동의를 얻지 못한 경우, 해당 당사자는 그 동의를 얻지 못함으로 인하여 상대방 당사자에게 발생할 수 있는 피해를 최소화하기 위하여 상당한 주의로 최선을 다하여야 하고, 상대방이 요청하는 상당한 조치를 취하여야 한다.

Each of the Parties shall give any notices to third parties, and use commercially reasonable efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the transactions contemplated in this Agreement, (ii) required to prevent a Material Adverse Effect with respect to any of the Parties from occurring prior to or after the Closing Date. In the event that a Party shall fail to obtain any third party consent described in the first sentence of this Section 5.3, such party shall use commercially reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon the other Party.

④ 본 계약 체결일부터 거래종결일까지, 각 당사자는 상대방에게 다음과 같은 사항들을 지체 없이 통지해야 하는바, (1) 어느 당사자가 본 계약 및 본 계약에 따른 거래를 위하여 이행하여야

하는 의무에 영향을 미치는 사정의 발생 등을 통지하여야 하고, (2) 본 계약에 따라 이행되어야 하는 사항이 이행되지 않거나 충족되어야 하는 조건이 충족되지 않은 사실을 통지하여야 한다. 다만, 본 항(제5조 제4항)에 따른 통지를 하더라도 본 계약 체결 이전에 그러한 사실의 통지를 요구하는 진술과 보장 규정을 위반한 사실이 치유되는 것이 아니고, 상대방의 시정 요구를 제한하는 등의 효력도 없다.

From and after the date of this Agreement until the Closing Date, each Party shall promptly notify the other Party of (i) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any Party to effect the transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.4 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

⑤ 각 당사자는 상대방의 사전 동의(상대방의 동의는 부당하게 보류되거나 지연되어서는 안 됨)를 얻기 전에는 본 계약 체결을 공표하지 아니하며, 공표 이전에 상대방과 사전 협의를 해야 한다. 다만 각 당사자는 관련 법령이나 증권거래소와의 상장약정이나 자신이 당사자인 자동호가시스템에서 요구되는 경우, 사전에 최선을 다하였음에도 적시에 상대방과 상의하거나 상대방의 동의를 얻을 수 없었다면, 상대방과의 상의나 사전 동의 없이 공표를 할 수 있다.

Each Party shall not make any press release or public announcement announcing the execution of this Agreement without the prior consent of the other Party (which consent shall not be unreasonably withheld or delayed) and shall consult with the other Party prior to making such any press release or public announcement; provided, that a Party may, without consulting with or obtaining the prior consent of the other Party, issue such press release or make such public statement as may be required by applicable Law or by any listing agreement with a national securities exchange or automated quotation system to which it is a party, if such party has used commercially reasonable efforts to consult with the other party and to obtain such other party’s consent, but has been unable to do so in a timely manner.

⑥ 각 당사자는 본 계약의 체결 및 이행과 관련하여 각 당사자에게 발생한 비용 및 관련 법령에 따라 각 당사자에게 부과되는 조세를 납부할 책임을 부담한다.

Each Party shall be liable for its own costs and expenses in connection with the execution and performance of this Agreement by such Party and any taxes imposed on such Party in connection therewith.

⑦ DZS 및 매도인은 주식회사 다산네트웍솔루션즈로 하여금 매수인으로부터 매도인에게로의 본건 차입금채권 양도를 승인하였음을 증명할 수 있는 이사회의사록과 대표이사 확인서를 매수인에게 전달하도록 하여야 한다.

DZS and the Seller shall cause DASAN Network Solutions, Inc. to provide the Purchaser with the minutes of board of directors and certificate of representative, which shall prove that it has approved the transfer of the Loan Receivables from the Purchaser to the Seller.

⑧ D-Mobile Limited, DZS Vietnam Company Limited, Dasan India Private Limited 또는 DZS Japan의 각 지역에 적용되는 법령에 의하여 본 계약의 이행 및 본 계약에 따른 거래의 완결을 위하여 요구되는 다른 형태의 주식매매계약이나 서류가 있는 경우, 당사자들은 그러한 형태의 주식매매계약이나 서류를 추가로 체결한다. 다만, 해당 주식매매계약이나 서류의 주요한 내용은 전부 본 계약과 일치하여야 한다.

In case that other form of stock purchase agreement or other document shall be required or requested for the purpose of execution and delivery of this Agreement and consummation of the transaction hereunder by Law in each jurisdiction of D-Mobile Limited, DZS Vietnam Company Limited, Dasan India Private Limited or DZS Japan, Inc., the Parties shall enter into such form; provided however, all of material terms and conditions in such form shall be in accordance with this Agreement.

제6조 [거래종결을 위한 선행조건]

ARTICLE VI [CONDITIONS PRECEDENT FOR CLOSING]

① 본 계약에 따른 거래 및 이에 부수되는 거래를 완료하기 위한 각 당사자의 의무는 거래종결일 또는 그 이전에 아래와 같은 조건들이 만족됨을 전제로 한다. 다만 아래와 같은 조건들의 전부 또는 일부는 전체적으로 또는 부분적으로 양 당사자들의 서면 합의에 따라 면제될 수 있다.

The respective obligations of each Party to effect the stock transfer contemplated in this Agreement and the other transactions contemplated hereby are also subject to the following conditions. Any or all of which may be waived in whole or in part, by the mutual agreement of the Parties in writing.

(1) 정부기관·연방법원·주법원·중재원 등으로부터 본건 매매대상 주식 거래나 이에 부수된 거래의 금지·중지를 명하는 일체의 명령·규제·재판·판정 등이 없어야 한다.

No Governmental Entity, nor any federal or state court of competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction or arbitration award or finding or other order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of the Stocks transfer or any other transactions contemplated hereby.

(2) 본건 대상 회사들 중 아래 계약들에 관련된 회사와 DZS는 아래와 같은 계약들 전부를 체결하였어야 한다 (i) R&D Engineering Services Agreement, (ii) Transition Services Agreement, (iii) Intellectual Property License Agreement, (iv) Reseller Agreements, (v) SLA Maintenance Agreements, (vi) Contract Manufacturing Agreement (이하 통칭하여 “본건 부속약정서들”).

The applicable Company and DZS shall have entered into (i) R&D Engineering Services Agreement, (ii) Transition Services Agreement, (iii) Intellectual Property License Agreement and (iv) Reseller Agreements, (v) SLA Maintenance Agreements, (vi) Contract Manufacturing Agreement (collectively the “Ancillary Agreements”).

(3) 각 본건 대상회사가 설립된 관할의 법령에 따라 요구되는 경우, 본 계약의 체결 및 교부 및 거래종결을 위해 필요한 다른 형태의 주식매매계약이나 서류(그 주요 계약조건의 본 계약의 조건과 상당부분 유사해야 함)가 매수인 및 매도인 사이에 체결되었어야 한다.

To the extent required by Law in the jurisdiction where the respective Companies are established, any other form of stock purchase agreement or other document necessary for the purpose of execution and delivery of this Agreement and the Closing, the material terms and conditions of which shall be substantially similar to the those of this Agreement, shall have been executed by the Seller and the Purchaser.

(4) 당사자들간 상호 합의 하에 다음 사항들이 확정되었어야 한다.

(i)DZS로부터 본건 대상회사로 이전되어야 하는 계약 목록

(ii)DZS와 다산네트웍솔루션즈간 체결한 2016. 9. 9.자 Service Agreement의 해지여부

(iii)제2조 제5항에 따라 소명하는 DZS와 본건 대상회사들 사이의 채권채무 세부항목 및 소멸절차.

The following items shall have been determined based on the mutual agreement between the Parties:

(i)a list of contracts that need to be assigned from DZS Inc. to any of the Companies;

(ii)whether the Service Agreement dated September 9, 2016 between DZS and DASAN Network Solutions, Inc. will be be terminated; and

(iii)the details and process of the cancellation of intercompany accounts receivables and payables between DZS and the Companies under Section 2.5.

② 본 계약에 따른 거래 및 이에 부수되는 거래를 완료하기 위한 매수인의 의무는 거래종결일 또는 그 이전에 아래와 같은 조건들이 만족됨을 전제로 한다. 다만 아래와 같은 조건들의 전부 또는 일부는 매수인의 선택에 따라 전체적으로 또는 부분적으로 서면에 의한 방식으로 면제될 수 있다.

The obligations of the Purchaser to effect the stock transfer contemplated in this Agreement and the other transactions contemplated hereby are also subject to the following conditions. Any or all of which may be waived in writing by the Purchaser in whole or in part in its sole discretion.

(1) 본 계약 제3조에 기재된 DZS 및 매도인의 진술과 보장은 본 계약 체결일로부터 거래종결일까지 모든 중요한 부분에서 진실하고 정확하게 (이 경우 “중대한” 또는 이와 유사한 수식어로 표현된 단서 조건을 제한적으로 해석하는 일이 없어야 한다) 유지되어야 한다. 단, 본 계약 제3조 제3항 내지 제14항에 기재된 진술 및 보증이 진실 및 정확하지 못하게 된 경우라도 개별적으로 또는 전체적으로 중대한 부정적 영향을 끼치지 않는 경우에는 예외로 한다.

The representations and warranties of DZS and the Seller contained in Article III of this Agreement shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or any derivative thereof qualification set forth therein) on and as of the date of this Agreement and the Closing Date with the same effect as if made on and as of such day, except for any failures of representations and warranties set out in Section 3.3 to 3.14 to be so true and correct of that, individually or in the aggregate, have not had or would not have a MAE.

(2) DZS 및 매도인은 거래종결일 및 그 이전에 본 계약에 따라 이행되거나 준수되어야 할 모든 약정이나 이행사항을 모든 중요한 부분에서 이행하였거나 준수하였어야 한다.

DZS and the Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(3) DZS 및 매도인은 이사회 의결 등 본 계약에 따른 거래를 이행하기 위한 내부 절차를 모두 완료하고, 위와 같은 거래에 관련된 모든 문서들은 매수인을 합리적으로 만족시키기에 충분하여야 한다.

All corporate and legal proceedings taken by DZS and the Seller in connection with the transactions contemplated by this Agreement (including, without limitation, the passing of necessary board resolutions) and all documents relating to these transactions shall be reasonably satisfactory to the Purchaser.

(4) DZS 및 매도인은 본 계약의 체결과 이행에 필요한 공적 승인이나 보고, 별도의 약정에 의하여 동의가 필요한 다른 주주가 있는 경우에는 해당 주주의 동의 등을 취득하였어야 한다.

All government and other approvals (including reporting to government agencies) and consents (including, if any, consents from other shareholders pursuant to specific contractual rights or otherwise) required by DZS and the Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly obtained.

(5) 본 계약 체결일 이후, 전체적인 관점에서 본건 대상 회사들에 중대한 부정적 영향을 미치는 사유가 발생하지 않았어야 하며, 본건 회계장부 재작성이 본건 대상회사들에게 중대한 부정적 영향을 초래하지 않았어야 한다(

Since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to the Companies, taken as a whole, and the Restatement will not have resulted in a Material Adverse Effect with respect to the Companies (without giving effect to clause (v) of the definition of Material Adverse Effect).

(6) 주식회사 다산네트웍솔루션즈가 매수인으로부터 매도인에게로의 본건 차입금채권 양도를 승인하였음을 증명할 수 있는 이사회의사록과 대표이사 확인서가 매수인에게 전달되었어야 한다.

Minutes of board of directors and a certificate of the Chief Executive Officer of DASAN Network Solutions, Inc., which shall prove that it has approved transfer of the Loan Receivables by the Purchaser to the Seller, have been provided to the Purchaser.

(7) DZS 및 매도인은 각 회사에 관한 제3조 제2항부터 제3조 제14항까지의 사항들이 거래종결일 기준으로(마치 해당 일자에 이러한 확인이 제공되는 것과 동일한 효과를 가지도록 하여) 모든 중대한 관점에서 진실함(이 경우 “중대한” 또는 이와 유사한 수식어로 표현된 단서 조건을 제한적으로 해석하는 일이 없어야 하며, 제3조 제3항부터 제3조 제14항에

기재된 진술 보증이 진실되지 못한 점에 따라, 그 각각 또는 종합하여, 중대한 부정적 영향을 초래하지 않았거나 하지 않을 경우는 제외한다)을 확인한다는 내용으로 작성한 매도인 임원 확인서를 매수인에게 전달하였어야 한다.

DZS and the Seller shall have delivered to the Purchaser, a certificate dated as of the Closing Date, signed by an officer of the Seller, certifying that Section 3.2 through Section 3.14 in relation to each of the Company, are true and correct in all material respects (without giving effect to any limitation as to “materiality” or any derivative thereof qualification set forth therein) as of the Closing Date with the same effect as if made on and as of such day, except for any failures of representations and warranties set out in Section 3.3 to 3.14 to be so true and correct of that, individually or in the aggregate, have not had or would not have a MAE..

③ 본 계약에 따른 거래 및 이에 부수되는 거래를 완료하기 위한 매도인의 의무는 거래종결일 또는 그 이전에 아래와 같은 조건들이 만족됨을 전제로 한다. 다만 아래와 같은 조건들의 전부 또는 일부는 매도인의 선택에 따라 전체적으로 또는 부분적으로 서면에 의한 방식으로 면제될 수 있다.

The obligations of Seller to effect the stock transfer in this Agreement and the other transactions contemplated hereby are also subject to the following conditions. Any or all of which may be waived in writing by the Seller in whole or in part in its sole discretion.

(1) 본 계약 제4조에 기재된 매수인의 진술과 보장은 본 계약 체결일로부터 거래종결일까지 모든 중요한 부분에서 진실하고 정확하게 유지되어야 한다.

The representations and warranties of the Purchaser contained in Article IV of this Agreement shall be true in all material respects on and as of the date of this Agreement and each day up to and including the Closing Date with the same effect as if made on and as of each such day.

(2) 매수인은 거래종결일 및 그 이전에 본 계약에 따라 이행되거나 준수되어야 할 모든 약정이나 이행사항을 모든 중요한 부분에서 이행하였거나 준수하였어야 한다.

The Purchaser shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(3) 매수인은 이사회 의결 등 본 계약에 따른 거래를 이행하기 위한 내부 절차를 모두 완료하고, 위와 같은 거래에 관련된 모든 문서들은 DZS 및 매도인을 만족시키기에 충분하여야 한다.

All corporate and legal proceedings taken by the Seller in connection with the transactions contemplated by this Agreement (including, without limitation, the passing of necessary board resolutions) and all documents relating to these transactions shall be satisfactory to DZS and the Seller.

(4) 매수인은 본 계약의 체결과 이행에 필요한 공적 승인이나 보고, 별도의 약정에 의하여 동의가 필요한 다른 주주가 있는 경우에는 해당 주주의 동의 등을 취득하였어야 한다.

All government and other approvals (including reporting to government agencies) and consents (including, if any, consents from other shareholders pursuant to specific contractual rights or otherwise) required by the Purchaser in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly obtained.

(5) 본 계약 체결일 이후, 매수인 또는 매수인의 본 계약상 거래를 종결하기 위한 능력에 대하여 중대한 부정적 영향을 미치는 사유가 발생하지 않았어야 한다.

Since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to the Seller or its ability to consummate the transactions contemplated hereunder.

(6) 한국 세무 기관에 의하여 본건 거래에 따른 매도인의 양도소득에 대해 부과되고 매수인이 원천징수 되었어야 하는 세금이 한미조세협약에 따라 면제되었어야 한다.

Any taxes on the capital gains recognized by the Seller as a result of the Transaction that should have imposed by the Korean tax authority and withheld by the Purchaser shall have been exempted under the Korea-U.S. Treaty.

제7조 [계약의 해제]

ARTICLEVII [TERMINATION]

① 본 계약은 거래종결일 이전에는 언제라도 아래와 같은 경우에 해제될 수 있다.

This Agreement may be terminated and the sale of the Stocks contemplated hereby may be abandoned at any time prior to the Closing Date.

(1) 당사자간 서면 합의가 있는 경우

by mutual written consent of the Parties;

(2) DZS 또는 매도인이 제3조에 기재된 진술과 보장을 위반하거나, 본 계약에 따른 의무를 이행하지 아니하고, 그에 대한 시정 요구를 받고도 받은 날로부터 30일 이내에 시정되지 아니한 경우, 매수인은 본 계약을 해제할 수 있다.

By the Purchaser if DZS or the Seller has breached any of the representations and warranties in Article III herein or materially breaches any of its other representations, warranties and obligations hereunder and such breach cannot be cured or is not remedied within thirty (30) days from the date of receipt of notice of such breach;

(3) 매수인이 제4조에 기재된 진술과 보장을 위반하거나, 본 계약에 따른 의무를 이행하지 아니하고, 그에 대한 시정 요구를 받고도 받은 날로부터 30일 이내에 시정되지 아니한 경우, DZS 및 매도인은 본 계약을 해제할 수 있다.

By DZS and the Seller if the Purchaser has breached any of the representations and warranties in Article IV herein or materially breaches any of its other representations, warranties and obligations hereunder and such breach cannot be cured or is not remedied within thirty (30) days from the date of receipt of notice of such breach;

(4) 제6조 제2항에 기재된 매수인의 의무 이행을 위한 선행조건이 2024. 4. 1.까지 충족되지 아니하거나 면제되지 아니한 경우, 본 계약을 위반하지 아니한 매수인은 2024. 4. 1. 이후 언제라도 본 계약을 해제할 수 있다.

By the Purchaser at any time after April 1, 2024, if by such date any of the conditions precedent to the Purchaser’s obligations at the Closing set forth in Section 6.2 has not been fulfilled or waived and so long as the Purchaser is not in breach of any of its obligations herein;

(5) 제6조 제3항에 기재된 매도인의 의무 이행을 위한 선행조건이 2024. 4. 1.까지 충족되지 아니하거나 면제되지 아니한 경우, 본 계약을 위반하지 아니한 DZS 및 매도인은 2024. 4. 1. 이후 언제라도 본 계약을 해제할 수 있다.

By DZS and the Seller at any time after April 1, 2024, if by such date any of the conditions precedent to the Seller’s obligations at the Closing set forth in Section 6.3 has not been fulfilled or waived and so long as the Seller is not in breach of any of its obligations herein;

(6) 매수인, 매수인의 채권자 또는 제3자가 매수인에 대한 회생절차개시나 파산을 신청하거나, 매수인이 만기가 도래한 채무를 지급하지 못하는 경우, 매도인은 본 계약을 해제할 수 있다.

By the Purchaser, if the Seller, any creditor of the Seller, or any third party files for composition, reorganization or bankruptcy of the Seller, or the Seller has become insolvent and is unable to pay any debts as they become due or has explicitly or implicitly suspended payment of any debts as they became due; or

(7) 2024. 4. 1.까지 거래종결이 이루어지지 않는 경우, 각 당사자는 본 계약을 해제할 수 있다.

By either Party if the Closing has not occurred by April 1, 2024.

② 제7조 제1항에 의하여 본 계약이 해제되면, 귀책사유 있는 당사자는 귀책사유 없는 당사자가 전항의 해제로 인하여 입은 손해를 배상하여야 하고, 이와 같은 손해배상이 이루어져야 하는 경우 이외에는 당사자간 비용·손해배상·보상 등을 청구하지 아니한다.

Upon termination of this Agreement in accordance with Section 7.1, no Party shall have any claim against any other Party for costs, damages, compensation or otherwise, save for any claim for damages incurred by the non-breaching Party in connection with such termination.

제8조 [면책의무]

ARTICLE VIII [INDEMNIFICATION]

① 본 계약(이에 첨부되는 목록, 별지, 확인서 등 포함)에 따른 진술과 보장을 위반하거나 의무를 이행하지 아니한 당사자(이하 “면책의무자”)는 이로 인하여 상대방 당사자, 그 관계사, 그 임직원, 그 대표·대리인들(이하 “면책대상자”)에게 발생하는 손해, 책임, 분쟁, 비용 등 (다만, 면책대상자에게 제기된 제3자 클레임과 관련하여 실제 지급된 경우를 제외하고 징벌적 손해, 우발적 손해, 특별 손해 또는 간접 손해나 결과적 손해는 포함하지 아니함) (이하 “손해 등”)으로부터 면책대상자를 면책시켜야 한다.

The Party which is in breach of any representation or warranty contained in this Agreement or in any schedule, exhibit, certificate, document, or other item attached to this Agreement or which has not performed, partial or total, of any obligation contained in this Agreement (the “Indemnifying Party”) shall indemnify and hold the other Party, its Affiliates, and each of their respective directors, officers, employees, agents, partners and representatives (the “Indemnified Party”) harmless from and against any and all losses, liabilities, claims, disputes, proceedings, demands, judgments, settlements, costs and expenses of any nature whatsoever (excluding any punitive, incidental, special or indirect damages or consequential damages, except to the extent actually payable to third parties in connection with a third-party claim made against an Indemnified Party, as applicable) (collectively, a “Loss”) resulting from or arising out of any breach of any representation or warranty of the Indemnifying Party contained in this Agreement or in any schedule, exhibit, certificate, document, or other item attached to this Agreement or the nonperformance, partial or total, of any obligation of the Indemnifying Party contained in this Agreement.

② (i) 본 계약에 따른 진술과 보장은 거래종결일 이후 본건 회계장부 재작성의 완료시점까지 존속하며, (ii) 거래종결 이전(거래종결일포함)까지 이행해야 하는 각 당사자의 확약 및 합의 사항은 거래종결일로부터 12개월간 존속하고, (iii) 거래 종결 이후 이행해야 하는 각 당사자의 확약 및 합의 사항은 거래종결일을 뛰어넘어 존속하며 온전히 이행된 이후 종료한다. . 다만 면책대상자가 위 (i) 또는 (ii)에 기재된 관련 일자 이전에 본 조(제8조)에 따라 한 면책 주장과 관련된 면책의무자의 진술, 보장 또는 확약은 위 면책 주장이 완전하고 종국적으로 해결되는 시점까지 존속한다.

The (i) representations and warranties of the Parties contained in this Agreement will survive the Closing until the completion of the Restatement, (ii) covenants and agreements of each Party to be performed on or prior to Closing shall terminate on the date that is 12 months after the Closing Date; and (iii) the covenants and agreements of each Party to be performed after Closing shall survive the Closing and terminate when fully performed; provided, however, that any specific representation or warranty or covenant under which the Indemnified Party shall have made a claim for indemnification hereunder in accordance with this Article VIII prior to the applicable date set forth in clause (i) or (ii) above, such representation or warranty or covenant shall survive with respect to such claim for the period of time sufficient to resolve, completely and finally, the claim relating to such representation or warranty or covenant.

본 계약상 달리 규정된 바에도 불구하고, 거래종결 이후:

(i) 매수인 또는 매수인의 면책대상자 (이하 “매수인 면책 대상자”) 중 그 누구도, 다음의 경우에는 면책 또는 배상을 받지 아니한다.

a. 매수인 면책 대상자가 DZS 또는 매도인의 진술 위반에 대해 제8조 제1항에 따라 면책 받을 수 있는 개별적인 사건, 사안 또는 발생과 관련한 손해 등으로서, 이러한 손해 등의 금액이 USD$100,000을 초과하지 하는 경우(해당 금액은 공제액이 아닌 최소금액 요건이라는 점에 합의함);

b. 매수인 면책 대상자가 DZS 또는 매도인의 진술 위반에 대해 제8조 제1항에 따라 면책 받을 수 있는 손해 등으로서, DZS 또는 매도인이 책임을 부담하는 모든 손해 등의 합계 금액이 USD$250,000을 초과하지 않는 경우 (이 경우, 해당 액수를 초과하는 손해에 대해서만);

c. 매수인 면책 대상자가 DZS 또는 매도인의 진술 위반 또는 DZS 또는 매도인이 거래종결 당일 또는 그 이전에 이행해야 하는 확약 및 합의 위반에 대해 제8조 제1항에 따라 면책 받을 수 있는 손해 등의 총액이 USD$1,000,000 을 초과하는 경우

d. 본 계약에 따른 손해 등의 총합계 액이 USD$5,000,000을 초과하는 경우.

(ii) 매수인 또는 매수인 면책대상자 중 그 누구도 USD$5,000,000를 초과하여 손해 등의 대해 면책 또는 배상을 받지 아니한다.

(ii) 본 제8조에 따라 면책대상자가 면책받을 수 있는 손해 등의 금액은 해당 손해 등과 관련하여 실제 수령하거나 실현된 보험 및 제3자를 통한 수익금, 보상금, 환급금 또는 청구금에서 이를 수령하거나 실현하기 위해 소요된 비용을 차감한 금액만큼 감소한다. 각 면책대상자는 이러한 보험 담보 범위 하에서 또는 관련 제3자로부터 회수 가능한 금액을 회수할 수 있도록 상업적으로 합리적인 노력을 기울여야 한다. 만약 면책 의무자가 손해 등과 관련하여 제8조 제1항에 따라 면책을 제공한 이후에 보험사 또는 기타 제3자가 해당 면책대상자에게 또는 해당 면책대상자를 위하여 그러한 수익금, 보상금, 환급금 또는 청구금을 지급하는 경우, 이를 수령한 시점과 무관하게, 면책 대상자는 직접 또는 해당 면책 대상자를 위하여 이를 수령한 자로 하여금 수령한 금원으로부터 면책 의무자가 제8조 제1항에 따라 기지급한 금원을 지급 및 환급해야 주어야 한다.

Notwithstanding anything to the contrary contained elsewhere in this Agreement, after Closing:

(i)Neither Purchaser nor any of its Indemnified Parties (the “Purchaser Indemnified Parties”) shall be entitled to indemnity or reimbursement:

a.for any Loss relating to or arising out of any individual event, matter or occurrence that any Purchaser Indemnified Party is entitled to indemnity pursuant to Section 8.1 with respect to breaches of representations of DZS or the Seller unless and until the amount of such Losses exceeds USD$100,000 (it being agreed that such amount represents a threshold and not a deductible);

b.for any Loss that any Purchaser Indemnified Party is entitled to indemnity pursuant to Section 8.1 with respect to breaches of representations of DZS or the Seller unless and until the aggregate amount of all such Losses for which the DZS and the Seller would be responsible exceeds USD$250,000 (and then only to the extent such Losses exceed such amount);

c.for aggregate Losses that any Purchaser Indemnified Party is entitled to indemnity pursuant to Section 8.1 with respect to breaches of representations of DZS or the Seller or any breach of covenants and agreements of DZS or the Seller to be performed on or prior to Closing, in excess of USD$1,000,000; and

d.under this Agreement for aggregate Losses in excess of USD$5,000,000.

(ii)Neither Seller nor any of its Indemnified Parties shall be entities to indemnity or reimbursement under this Agreement for aggregate Losses in excess of USD$5,000,000.

(iii)The amount of any Losses for which an Indemnified Party is entitled to indemnity under this Article VIII shall be reduced by the amount of insurance or other third party proceeds, recoupment, reimbursements, or claims actually received or realized, with respect to such Losses, costs or expenses incurred in connection with securing or obtaining such proceeds, recoupment, reimbursements or claims. Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage or from the applicable third party. In the event that any insurance carrier or any other third party pays such proceeds, recoupment, reimbursements, or claims to or for the benefit of a relevant Indemnified Party in connection with any Losses, after the Indemnifying Party has provide indemnity to such Indemnified Party in accordance with Section 8.1, such Indemnified Party shall or shall cause any person who has received such proceeds, recoupment, reimbursements, or claims on behalf of such Indemnified Party to, regardless of when received, promptly pay and reimburse the Indemnifying Party an amount equal to any funds previously paid as indemnity by the Indemnifying Party to that Indemnified Party with respect to such Losses in accordance with Section 8.1

③ 면책대상자는 본 조(제8조)에 따른 면책의무 발생사유가 될 만한 클레임, 요구, 상황이 발생한 경우 해당 사유를 발견한 후 지체 없이 면책의무자에게 이를 서면으로 통지한다(이하 “면책의무발생사유통지”). 면책의무발생사유통지가 이루어지지 않거나 지연되었다고 하여 면책의무자의 본 조(제8조)에 다른 면책의무가 경감되거나 면제되지 아니한다. 다만 면책의무발생사유통지가 이루어지지 아니하여 면책의무자가 피해를 본 경우에는 면책의무자의 면책의무가 경감·면제될 수 있다. 면책의무발생통지에는 해당 분쟁의 세부내용, 기초사실, 면책대상 손해 등의 평가액이 기재되어야 하고, 관련 문서 사본이 첨부되어야 한다. 면책대상자는 면책의무발생통지와 관련된 사항과 관련되어 제공가능한 모든 정보·장부·기록·서면·서류를 면책의무자에게 제공한다. 다만 관련 법령 또는 계약에 의하여 또는 변호인-고객간 특권의 상실을 방지하기 위한 목적으로 제공을 금지되거나 제한되는 경우, 면책의무자의 대표·대리인들이 면책의무 발생사유의 주된 사항에 대하여 책임이 있거나 또는 이를 잘 알고 있는 경우에는 그러하지 아니하다.

In the event that Indemnified Party believes that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of indemnification under this Article VIII, such Indemnified Party shall give written notice thereof (a “Claim Notice”) to Indemnifying Party as promptly as practicable after the discovery by the Indemnified Party of the circumstances giving rise to such claim for indemnity. The failure to notify or delay in notifying the Indemnifying Party of such indemnification claim will not relieve the Indemnifying Party of its obligations pursuant to this Article VIII, except to the extent that the Indemnifying Party is prejudiced as a result thereof. Each Claim Notice shall set forth a description of the claim in reasonable detail, the basis for the Indemnified Party’s indemnification claim hereunder, a good faith estimate (if then known) of the amount of indemnifiable Loss arising therefrom and, with respect to any Third Party Claim, a copy of all papers served with respect thereto. Each Indemnified Party shall make available to the Indemnifying Party all information, books and records, documents and work papers reasonably available to such Indemnified Party relating to the matters that are the subject of the Claim Notice, except as may be prohibited or restricted by applicable Law or contract, or to avoid the loss of attorney-client privilege, as well as any of its representatives that are responsible for or have personal knowledge of such matters.

④ 면책의무 발생사유가 제3자가 제기한 클레임 등(이하 “제3자클레임”)인 경우, 면책의무자가 제3자클레임 관련 면책의무발생사유통지를 받은 날로부터 20 영업일(제10조 제12항에 정의된 것, 본 계약의 다른 부분에서도 동일한 의미로 사용된다) 이내에 면책대상자에게 면책의무를 이행하겠다는 통지를 하는 경우, 면책의무자는 해당 제3자클레임 방어활동을 단독으로 할 수 있다. 다만 제3자클레임과 관련하여 협상 등을 통하여 종결시키는 경우에는 면책의무자의 사전서면동의(부당하게 보류되거나 조건이 부가되거나 지연되어서는 안 됨)가 있어야 한다. 면책의무자와 면책대상자는 제3자클레임을 적절하게 방어할 수 있도록 상호 협조하고, 방어를 책임지고 진행하는 당사자는 상대방에게 진행경과를 적정한 시점마다 알려 주어야 한다. 본 항(제8조 제4항)에 따라 면책의무자가 제3자클레임 방어를 책임지고 진행하는 경우, 해당 면책대상자는 자신의 비용으로 위 방어에 참여할 수 있다.

Following receipt by the Indemnifying Party of a Claim Notice in respect of a claim for indemnification which is or relates to an Action brought by a third party (a “Third Party Claim”), the Indemnifying Party shall be entitled if it gives notice of its intention to do so to the Indemnified Party within 20 business days(defined in Section 10.12, same meaning in other parts of this Agreement) after the receipt of such Claim Notice to assume and have sole control over the defense of such Third Party Claim; provided, that the Indemnified Party shall not settle or compromise such Third Party Claim without the written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). The Indemnifying Party and the Indemnified Party shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such Third Party Claim, and the party in charge of the defense shall keep the other parties fully apprised at reasonable intervals as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party timely elects to defend any such Third Party Claim in accordance with this Section 8.4, then the Indemnified Party shall be entitled to participate in such defense at such Indemnified Party’s sole cost and expense.

⑤ 본 조(제8조)에 따라 면책대상자가 면책의무자로부터 받을 수 있는 금액은 (1) 면책대상자와 면책의무자의 서면합의가 있으면 그 서면합의에 의한 금액으로 하고, (2) 재판, 조정 등이 있으면 그에 따른 금액으로 하고(다만 위 재판, 조정 등에 대하여 다툴 수 있다. 면책의무자가 면책대상자에게 해당 금액을 지급하더라도 이로 인하여 해당 금액을 인정하는 것이거나, 면책의무자가 위 재판이나 조정 등에 대하여 다툴 권리에 지장을 초래하는 것이 아니다), (3) 그 밖에 면책대상자와 면책의무자가 동의하는 산정방법이 있으면 그 산정방법에 따라 계산한 금액으로 한다. 면책대상 피해 금액에 관하여는 면책대상자에게 입증책임이 있다.

The amount of indemnification to which an Indemnified Party shall be entitled under this Article VIII shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnifying Party; (ii) by a final judgment or decree of a Governmental Entity (which may be subject to appeal, provided that the payment of any amount in respect of such indemnification shall in no way be an admission that such amount is due and shall not prejudice the Stockholder’s right to appeal any such judgment or decree); or (iii) by any other means to which the Indemnified Party and the Indemnifying Party shall agree. The Indemnified Party shall have the burden of proof in establishing the amount of indemnifiable Loss suffered by it.

제9조 [거래종결 후 확약]

ARTICLE IX [POST-CLOSING COVENANTS]

①거래종결일로부터 3년의 기간 동안, 매도인 및 매수인 각각은, 직접적으로 또는 간접적(채널 파트너 또는 유통사를 이용하는 경우 포함)으로도 각각 회사들제한지역(본건 대상 회사들의 경우) 또는 매도인제한지역(매도인 및 그 특수관계인의 경우)에서 경쟁사업을 영위하거나, 경쟁사업을 영위하는 제3자 또는 그와 함께 경쟁사업을 영위할 목적으로의 어떠한 제3자에 접근하거나, 연락을 취하거나, 유인하거나 협상을 개시 또는 지속하거나, 조인트 벤처 또는 유사한 합의를 체결하거나, 이러한 제3자의 지분을 취득(단, 단순투자 목적의 5%이하 지분은 예외로 함)하여서는 아니하며, 각자 자신의 특수관계인(매수인의 경우 본건 대상회사를 포함하며 매도인의 경우 DZS를 포함)하여금 이러한 행위를 취하지 않도록 해야 한다. 다만, 오해의 소지를 피하기 위하여 부언하자면, 관련 제한지역 외부에 위치한 어느 당사자의 고객이 보다 큰 범위 내에서 사용의 일환으로 제한지역 내에서 사용하는 것은 본 확약의 위반에 해당하지 아니한다.

During the period of three (3) years from the Closing Date, each of the Purchaser and the Seller shall not, and shall cause its Affiliates (in the case of the Purchaser, including the Companies; and in the case of the Seller, including DZS) not to, directly or indirectly (including use of a channel partner or distributor), engage in a Competing Business or approach, contact, solicit, start or continue negotiation with, enter into any joint venture or similar arrangement with, or acquire any equity interest (other than passive ownership of not more than 5% thereof) in, a third party that is engaged in a Competing Business or for the purposes of engaging in a Competing Business with such third party, in the Companies Restricted Territory or the Seller Restricted Territory (in the case of the Seller and its Affiliates), as the case may be.; provided, however, that, and for the avoidance of doubt, it shall not be deemed as a breach of this covenant to the extent that a Party’s customer outside of the applicable Restricted Territory deploys as part of a broader deployment to a region within such Restricted Territory.

② 거래종결일로부터 3년의 기간 동안, 매수인 및 매도인은 스스로를 위하여 또는 제3자를 위하여 (1) 본 계약의 체결일 또는 거래종결일 당일 상대방 당사자 또는 그 특수관계인의 임직원인 자를 고용하거나, 유인하거나 또는 고용하거나 유인하려는 시도를 해서는 아니하며, (2) 본 계약의 체결일 또는 거래종결일 당일 상대방 당사자 또는 그 특수관계인의 거래상대방, 고객, 또는 파트너회사로 하여금 협업을 중단하게 하거나, 협업관계를 축소시키는 행위를 하여서는 안 되며, 각각의 특수관계인(매수인의 경우, 본건 대상 회사를 포함하며, 매도인의 경우 DZS를 포함함)으로 하여금 이러한 행위를 취하지 않도록 해야 한다.

During the period of three (3) years from the Closing Date, each of the Purchaser and the Seller shall not, and shall cause its Affiliates (in the case of the Purchaser, including the Companies; and in the case of the Seller, including DZS) not to, either on its own account or in conjunction with or on behalf of any third party, (i) employ or solicit or attempt to employ or solicit from the other Party and its Affiliates, any person who is an officer or employee of such other Party or any of its Affiliates on the date of this Agreement or the Closing Date, (ii) induce any client, customer or business partner of any of the other Party on the date of this Agreement or the Closing Date, to cease doing business with any of the other Party or reduce the amount of business it does with any of the other Party.

③ 관련 당사자가 서면으로 이를 위한 계약이 되지 않는 한, 거래종결 이후 매수인은 거래종결 이후 별첨 목록 4에 기재되지 않은 매도인 또는 매도인 특수관계인(DZS 및 본건 비대상회사를 포함함)이 보유하는 지식재산을 사용할 수 없으며, 이에 대해 어떠한 소유권 및 기타 권리를 주장해서는 아니하며, 매수인의 특수관계인(본건 대상회사 포함)로 하여금 이러한 주장을 하게 해서는 아니된다.

On and after the occurrence of the Closing, the Purchaser shall not, and shall cause its Affiliates (including the Companies) not to, use, or claim any ownership right or any other right whatsoever in

and to, any Intellectual Property owned by the Seller or any of its Affiliates (including DZS and the Non-Acquired Entities) that are not listed in Schedule 4, unless a separate agreement in writing therefor have been entered into between the relevant parties.

④ 거래종결일 이후, 매수인은, (i) 회계장부 재작성과 관련하여 DZS 또는 그 특수관계인(매도인 포함)에 협조하고, 회계장부 재작성 용어의 정의에 포함된 재무제표의 재작성과 기타 매도인이 본건 대상회사를 보유한 기간과 관련하여 DZS 또는 그 특수관계인의 재무제표 작성을 위해 DZS 또는 그 특수관계인이 합리적으로 요청하는 모든 조치를 취하기 위해 합리적인 노력을 기울여야 하는데, 이는 이러한 재무제표 및 미국 증권거래위원회에 대한 신고서 작성 및 재작성을 위해 매수인 또는 대상회사의 회계사, 법률자문사, 대리인 및 기타 대표자로 하여금 DZS 및 그 대표자와 협력하도록 하는 것과 매수인 및 대상회사 각각의 감사인으로 하여금 DZS 또는 그 특수관계인이 때때로 이러한 신고서와 관련하여 합리적으로 동의를 요청하는 사안에 대해 동의하여 주는 것을 포함하며, (ii) 회계장부 재작성 또는 회계장부 재작성이 DZS 또는 DZS의 재무적 상황, 예상치 또는 영업 결과에 주는 영향과 관련하여 다른 자연인, 법인, 또는 정부기관이 제기한 청구, 조치, 소, 소송, 절차 (민사, 형사, 행정, 수사 또는 항소 절차), 중재 재판, 형사 기소, 재판, 감사 또는 수사 등과 관련하여 DZS 또는 그 특수관계인(매도인 포함)에 협조해야 하고, 본건 대상회사를 포함한 매수인의 특수관계인으로 하여금 위와 같이 행위하도록 해야 한다. DZS는 본 제9조 제4항에 따라 DZS가 요청한 조치와 관련하여 매수인 또는 그 특수관계인에게 실제 발생한 합리적인 비용을 매수인 또는 그 특수관계인에게 환급해 주어야 한다. 다만, 이러한 비용 환급은 본건 대상회사 재무제표의 작성, 재작성 또는 감사에 대해서는 적용하지 아니하며, 이러한 비용은 대상회사가 부담한다.

From and after the Closing Date, the Purchaser shall, and shall cause the its Affiliates, including the Companies to, cooperate with the DZS or its Affiliate (including the Seller) and use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things as are reasonably requested by DZS or its Affiliate, in connection with (i) the Restatement and, without limiting the generality of the foregoing, with respect to the restatement of the financial statements described in the definition of Restatement and the preparation of any other financial statements of DZS and its Subsidiaries that relate to any period or periods during which the Seller owned the Companies, including to cause Purchaser’s and the Companies’ respective accountants, counsel, agents and other representatives to cooperate with DZS and its representatives with respect to the preparation or restatement by DZS of any such financial statements and related filings with the U.S. Securities and Exchange Commission and to cause Purchaser’s and the Companies’ respective auditors to provide any consent from time to time as reasonably requested by DZS or its Affiliate with respect to any such filing; or (ii) any claim, action, suit, litigation, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), arbitral action, criminal prosecution, hearing, audit or investigation by any person, entity or Governmental Entity relating to the Restatement or the impact of the Restatement on the other Party or its financial condition, prospects or results of operations. DZS shall reimburse the Purchaser or any of its Affiliate for any reasonable out-of-pocket cost or expense incurred by it in connection with any action requested to be taken by DZS pursuant to this Section 9.4; provided that such reimbursement shall not apply to the preparation, restatement or audit of any financial statements of any of the Companies, the costs and expenses of which shall be borne by the Companies.

⑤ 거래종결일 이후, DZS 및 매도인은 본건 회계장부 재작성과 관련하여 대상회사의 재무제표의 재작성을 위하여 매수인 및 그 특수관계인(대상회사를 포함함)에 협조해야 하는데, 이는 DZS의 회계사, 법률자문사, 대리인 및 기타 대표자로 하여금 매수인의 이러한 재무제표 작성을 위해 매수인 및 그 대표자와 협력하도록 하는 것을 포함하며, 또한 DZS 및 매도인은 각자의 특수관계인으로 하여금 위와 같이 행위하도록 해야 한다. 매수인은 본 제9조 제5항에 따라 매수인 또는 그 특수관계인이 요청한 조치(본건 대상회사 재무제표의 작성, 재작성 또는 감사를 포함함)와 관련하여 DZS 또는 그 특수관계인에게 실제 발생한 합리적인 비용을 매수 또는 그 특수관계인에게 환급해 주어야 한다.

From and after the Closing Date, DZS and Seller shall, and shall cause their respective Subsidiaries to, cooperate with the Purchaser and its Affiliates (including the Companies) in connection with the restatement of the financial statements of the Companies in connection with the Restatement, including to cause DZS’ accountants, counsel, agents and other representatives to cooperate with Purchaser and its representatives with respect to the preparation by Purchaser of such financial statements. The Purchaser shall reimburse DZS or its Affiliate for any reasonable out-of-pocket cost or expense incurred by it in connection with any action requested to be taken by the Purchaser or its

Affiliate pursuant to this Section 9.5, including with respect to the preparation, restatement or audit of any financial statements of any of the Companies.

⑥ 거래종결일 이후, 각 당사자는 관련 법령이 허용하는 한 직접 또는 본건 대상 회사들로 하여금 제2조 제5항에 따른 상계, 면제 또는 소멸에서 발생하는 문제점을 예방하고 해결하기 위하여 상대방이 요청하는 필요한 모든 조치를 하거나 하게 하여야 한다. 이를 테면 세무신고와 관련하여 상계와 면제가 이루어진 이유를 확인할 수 있는 서면의 교부 요청 등이 이에 포함된다.

From and after the Closing Date, each Party shall take, or cause each of the Companies to take, all appropriate action, and do, or cause each of the Companies to do, all of necessary things, requested by the other Party for the purpose of preventing and resolving any problem arising out of such net, writing off or termination as is stipulated in Section 2.5, to the extent that such requested action or things are proper or advisable under applicable Law, including without limitation, requesting delivery of documents certifying the reason of such net and writing off in relation to any Tax Return.

⑦ 거래종결일 이후, DZS 및 매도인은 본건 대상 회사들이 과거부터 해 오던 것과 같은 통상적인 영업을 할 수 있도록 필요한 모든 조치를 하여 준다. 위 필요한 조치에는 ERP 전환기간 동안의 ㈜다산네트웍솔루션즈의 DZS 오라클 시스템 사용, 거래종결일 이후 5년간 감사·행정기관조회·세무조사 등에서 요구되는 범위까지의 오라클 데이터 접근 등이 포함되고 이에 한정되지 않는다.

From and after the Closing Date, for each of the Companies to conduct its ordinary business as has conducted in the past, DZS and the Seller shall take necessary steps, including without limitation, the use of DZS’ Oracle system for the period of ERP conversion, the access to Oracle data to the extent required in audit, governmental inquiry, tax investigation and the like until the fifth (5) anniversary of the Closing Date, by DASAN Network Solutions, Inc.

⑧ 본건 거래종결일 이후(해당 일자 포함), DZS는 본건 부속약정서들을 준수하고 본건 부속약정서상 자신의 의무를 이행해야 하며, 매수인은 관련 본건 대상회사로 이와 같이 행위하도록 해야 한다.

From and after the Closing Date, DZS shall, and the Purchaser shall cause the applicable Companies to, comply with, and perform its and their respective obligations under, the Ancillary Agreements, as applicable.

제10조 [기타 사항]

ARTICLE X [MISCELLANEOUS]

① 본 계약에 관한 모든 통지와 연락은 서면에 의하며, 도달시점은 인편은 사람이 수령한 때, 팩시밀리 전송은 수령을 확인한 경우(다만, 다음 영업일에 우편배달 또는 직접배달이 된 경우에 한함), 국제적 배송업체에 의한 배송은 해당 배송업체에 의해 확인되는 수령 시점에 각각 도달한 것으로 한다

Any notices or other communications required or permitted under, or otherwise in connection with this Agreement, shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission (but only if followed by transmittal by courier or hand) or, in the case of delivery by internationally renowned courier service, upon delivery (as confirmed by such courier service), in each case as follows:

DZS의 주소

If to DZS, addressed to it at:

DZS Inc.

5700 Tennyson Pkwy, Ste. 400

Plano, TX 75024

Attention: Justin Ferguson

Facsimile: [*]

매도인의 주소

If to the Seller, addressed to it at:

DZS California Inc.

Attn: Charlie Vogt

c/o DZS Inc.

5700 Tennyson Pkwy, Ste. 400

Plano, TX 75024

Attention: Justin Ferguson

Facsimile: [*]

매수인의 주소

If to the Purchaser, addressed to it at:

Dasan Networks, Inc.

DASAN Tower

49, Daewangpangyo-ro 644beon-gil, Bundang-gu

Seongnam-si, Gyeonggi-do, Republic of Korea

Attention: Min-Woo Nam, Chief Executive Officer

Facsimile: [*]

② 본 계약에 사용된 제목은 단순 참조 목적으로만 쓰일 수 있고, 본 계약의 의미나 해석에 그 어떠한 방식으로도 영향을 미치지 않는다.

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

③ 본 계약의 어떤 조건이나 조항이 법령 등에 의하여 무효화, 불법화 또는 이행을 강제할 수 없게 되더라도, 본 계약의 나머지 조건, 조항들은 그 잔여부분이 당사자들에게 현저하게 불리하다는 사정이 없는 한 유효하게 효력을 유지한다. 이와 같이 일부 조건이나 조항이 무효화, 불법화 혹은 이행을 강제할 수 없게 된 때에는, 당사자들은 본 계약의 본래의 목표를 반영하여 본 계약에 따른 거래가 달성될 수 있도록 본 계약이 개정되도록 최선을 다한다.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

④ 본 계약(이에 첨부된 별지 및 별첨 목록 포함)은 당사자들 사이의 종국적인 완전한 약정이다. 본 계약은 그 체결 이전에 당사자들 사이에 이루어졌던 어떠한 약정, 논의, 연락 등 보다 우선한다.

Except as specifically referenced in this Agreement, this Agreement (including the Exhibits and Schedules to this Agreement) constitutes the entire contract between the Parties hereto with respect to the subject matter of this Agreement. Any prior and contemporaneous agreement, discussion, understanding, or correspondence between the Parties hereto regarding the sale and purchase of the Stocks is superseded by this Agreement.

⑤ 본 계약 및 본 계약에 관한 권리의무는 상대방 당사자의 사전 서면 동의 없이는 양도할 수 없고, 이를 위반한 양도는 효력이 없다.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties, in whole or in part, without the prior written consent of the other Parties, and any attempt to make any such assignment without such consent shall be null and void.

⑥ 본 계약은 각 당사자 및 그의 승계인, 양수인에게만 법적 구속력과 효력이 있고, 제8조에 의한 경우를 제외하고는 제3자의 권리, 이익 등과는 관련이 없다.

This Agreement shall be binding upon and inure solely to the benefit of each of the Parties and their respective successors and assigns, and nothing in this Agreement, express or implied, other than

pursuant to Article VIII, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

⑦ 본 계약은 2개 이상의 부본으로 체결될 수 있고, 각기 다른 당사자에 의하여 별개의 부본으로 체결될 수 있으며, 체결이 이루어진 각 부본은 원본으로 간주되고, 이와 같은 부본들은 모두 하나의 동일한 계약을 구성한다. 일방 당사자가 팩시밀리로 보낸 부본이나 서명은 해당 당사자에 의한 유효한 계약 체결로 간주된다.

This Agreement may be executed in two or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Any counterpart or other signature delivered via facsimile by any Party shall be deemed for all purposes as being good and valid execution and delivery of this Agreement by that Party.

⑧ 본 계약의 각 조항은 각 당사자가 해당 문서에 서명하는 방식으로만 수정된다.

Any provision of this Agreement may be amended only by a written instrument signed by the Parties hereto.

⑨ 본 계약은 대한민국법을 준거법으로 하며, 다른 국가에서 적용될 가능성이 있는 여타의 법은 고려하지 않는다.

This Agreement shall be governed by, and construed in accordance with, the laws of Korea, without regard to laws that may be applicable in other jurisdiction.

⑩ 본 계약서와 본 계약에 따라 이루어지는 거래에 관한 다른 계약서 사이에 불일치가 있는 경우 본 계약서가 우선한다. 본 계약서의 한글본와 영문본 사이에 불일치가 있는 경우 d영문본이 우선한다.

In case of any discrepancy or conflict between the provisions in this Agreement and any other agreement in relation to the Transaction contemplated in this Agreement, the provisions in this Agreement shall prevail. In case of any discrepancy or conflict between the Korean version and the English version of this Agreement, the English version of this Agreement shall prevail.

⑪ 본 계약과 관련된 분쟁이 발생하면 당사자들은 분쟁 해결을 위하여 성실히 협상한다. 협상을 통하여 분쟁이 해결되지 아니하는 경우, 본 계약과 관련하여 발생하는 모든 분쟁은 대한민국 서울에서 대한상사중재원의 중재규칙에 따라 중재에 의하여 최종 해결하기로 한다.

The Parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of the Parties, then the Parties agree that such unresolved dispute arising out of or in connection with this Agreement shall be finally settled by arbitration in Seoul, Republic of Korea in accordance with the Arbitration Rules of the Korean Commercial Arbitration Board.

⑫ 본 계약에서 사용되는 용어의 정의는 아래와 같다.

For purposes of this Agreement the following terms have the following meanings:

(1)“경쟁사업”이라 함은 (i) 거래종결 직전 상대방 또는 그 특수관계인이 영위하던 사업과 경쟁하거나 또는 (ii) 거래종결 직전 상대방 또는 그 특수관계인이 판매, 유통, 홍보 또는 서비스하던 제품과 유사한 제품 또는 제품군의 판매, 유통, 홍보 또는 서비스와 관련한 사업활동을 말한다.

“Competing Business” means any business activity that (i) competitive with the businesses engaged by the other Party or any of its Affiliates immediately prior to the Closing; or (ii) related to the sale, distribution, promotion or servicing of any product or category of product similar to any of the products sold, distributed, promoted or serviced by the other Party or any of its Affiliates immediately prior to the Closing.

(2) “매도인이 알고 있는 바”라 함은 Carlie Vogt 및 Misty Kawecki가 실제 알고 있는 바를 의미하며 이 경우 조사하거나 질의할 의무나 책임을 부담하지 한다.

“Knowledge of the Seller” means the actual knowledge, without any duty or obligation of investigation or inquiry, of Charlie Vogt and Misty Kawecki.

(2) “매도인제한지역”이라 함은 아시아 태평양 지역에 위치한 모든 국가를 의미한다.

“Seller Restricted Territory” means all countries listed in Part A of Schedule 5 attached hereto.

(3) “법령” 이라 함은 국내외의 법, 시행령, 규칙, 규정, 명령, 판결, 규정(stipulation), 판정(award), 명령(injunction, decree) , 중재판정 등을 말한다.

“Law” or “Laws” means any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction, decree or arbitration award or finding.

(4)“설립 관련 서류” 라 함은, 개인이 아닌 단체의 정관, 정관 조항, 부속정관, 조직 관련 조항, 유한책임회사 계약, 파트너쉽 계약, 형성 계약, 운용 계약, 합작투자회사 계약 또는 기타 이와 유사한 설립에 관한 서류를 말한다.

“Organizational Documents” means the certificate of incorporation, articles of incorporation, by-laws, articles of organization, limited liability company agreement, partnership agreement, formation agreement, operating agreement, joint venture agreement or other similar Organizational Document of a person other than an individual (in each case, as amended to date), and including any certificates of designation or other similar instruments.

(5) “세무신고” 라 함은 조세에 관한 것으로서 정부기관에 제출되었거나 제출되어야 할 일체의 신고, 선언, 보고, 환급 청구 또는 정보제출․진술 등을 말한다(각각의 것에 관한 별지․별첨자료 포함).

“Tax Return” means any return, declaration, report, claim for refund or any information return or statement of any kind relating to Taxes, including any schedule or attachment thereto or amendment thereof, filed or required to be filed with any Governmental Entity.

(6) “영업일” 이라 함은 토요일, 일요일, 법정공휴일을 제외한 날로, 해당일에 한국의 은행들이 일상적인 영업을 하는 날을 말한다.

“business day” means a day (other than a Saturday, Sunday or legal holiday) on which banks in Korea are open for the transaction of normal banking business.

(7) “정부기관” 이라 함은 국내외, 연방, 주, 지역 정부 또는 규제 당국, 유사정부기관, 정부대행기관, 법원, 자치기구, 위원회, 심판소, 또는 기타의 정부조직, 혹은 정부, 여타의 하부조직, 혹은 상술한 대상들의 하부기관을 말한다(증권거래소도 포함).

“Governmental Entity” means any foreign, domestic, federal, territorial, state or local governmental or regulatory authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing, including without limitation, any stock exchange.

(8) “종업원급부제도” 라 함은 전·현직 임원·이사·종업원·컨설턴트 등에 대한 상여금·보너스·이연보상·휴가·휴일·식대·산업재해보상·스톡옵션·주식분배·기타주식에의한보상 등과 관련된 방침·프로그램·관행·약정·양해·약속 등(문서화 여부 불문)을 말한다.

“Company Benefit Plan” means any plan, policy, program, practice, agreement, understanding or arrangement providing compensation or other material benefits, including, without limitation, incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option or other stock-based compensation, to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof of any of the Companies)

(9) “중대한 부정적 영향” 이라 함은 다음과 같은 변화, 영향 내지 상황을 말한다: (a) 전체로서 볼 때 매도인 및 본건 대상회사들의 사업·재무상태·영업결과에 중대한 부정적 영향을 미치거나 미칠 것이라고 합리적으로 예상 가능한 것. 다만, 이하의 것들은 (a)에서 제외한다: (i) 해당 당사자가 주요 사업활동 내지 영업을 하고 있는 위치의 외국 경제권에서 일

반적으로 영향을 받고 있는 경제상황; (ii) 해당 당사자의 산업영역에서 일반적으로 영향을 받고 있는 상황; (iii) 미국, 본건 대상 회사 각각의 관할 또는 국제적인 관점에서 정치적 또는 경제적 요건 또는 일반적인 시장 환경에 대한 변화, 영향, 사건, 상황 또는 발생; 및 (iv) 전쟁, 사보타주 또는 테러리즘, 군사행위 또는 그 확산, 팬데믹 (COVID-19 포함), 기상 요건, 또는 기타 불가항력 사유 및 자연재해(본 계약의 체결일 당일 존재하거나 예상되는 전술한 조건들의 중대한 악화를 포함함) (단, 위 (i) 내지 (iv)에 해당하려면 그러한 변화, 영향 또는 상황이 (그 산업의 다른 업체들에 비하여) 해당 당사자에게 현격히 중대한 영향을 미치지 않아야 한다); (v) 회계장부 재작성 및 기타 관련 법령 또는 회계 규칙 또는 원칙의 변경(기업회계기준 또는 그 해석에 따라 요구되는 변경 포함); (vi) 클레임, 소송, 고객 주문의 취소 혹은 지연, 수입 혹은 소득의 감소, 사업관계의 단절 혹은 종업원의 퇴직; (vii) 본 계약에 관련된 거래에 대하여 지출된 법률비용·회계비용·증권인수비용·기타의 수수료 및 비용; (viii) 본 계약 체결일 당일 존재하며 공개 목록에 공개된 고용계약, 경쟁금지계약, 종업원급부제도, 퇴직금 제도 및 기타 제도에 의한 금원 또는 기타 이익 제공; (ix) 상대방 당사자의 명시적 서면 동의 하에 취한 행위; (x) 당사자(DZS 포함) 의 보통주 거래 가격 또는 물량의 변동(당사자 자체에서와, 외부에서의 변동을 모두 포함); (xi) 당사자의 수입, 순이익, 기타 재정성과지표가 대내외적 예측, 예상, 전망 수준에 미치지 못한 것(다만, 위 (x), (xi)에 있어서 그와 같은 거래가격 변동 내지 전망치 등의 달성 실패를 초래한 사건이나 상황 자체는 중대한 부정적 영향을 구성하거나, 중대한 부정적 영향 여부를 판가름하는 기준으로 쓰일 수 있음); 또는 (b) 매도인이나 매수인이 본 계약에 따른 거래들을 완료하지 못하도록 하는 것을 말한다.

“Material Adverse Effect” means, when used in connection with Seller or the Companies, any change, effect or circumstance that (a) has or would reasonably be expected to have a Material Adverse Effect on the business, financial condition or results of operations of such party and its Subsidiaries taken as a whole, other than such changes, effects or circumstances reasonably attributable to: (i) economic conditions in any locations where such party has material operations or sales; (ii) conditions generally affecting the industries in which such party participates; (iii) changes, effects, events, circumstances, or occurrences in United States, the jurisdictions of the Companies or global political or economic conditions or financial markets in general, (iv) acts of war, sabotage, or terrorism, military actions or the escalation thereof, pandemics (including the COVID-19 virus), weather conditions or other force majeure events or acts of God, including any material worsening of any of the foregoing conditions threatened or existing as of the date of this Agreement; provided, with respect to clauses (i) through (iv), the changes, effects or circumstances do not have a materially disproportionate effect (relative to other industry participants) on such party relative to other Persons in such party’s industry or location, as applicable; (v) the Restatement, and any other changes in the applicable Laws or accounting rules or principles, including changes required by GAAP or interpretations thereof; (vi) any claim, litigation, cancellation of or delay in customer orders, reduction in revenues or income, disruption of business relationships or loss of employees; (vii) legal, accounting, investment banking or other fees or expenses incurred in connection with the transactions contemplated by this Agreement; (viii) the payment of any amounts due to, or the provision of any other benefits to, any officers or employees under employment contracts, non-competition agreements, Company Benefit Plans, severance arrangements or other arrangements in existence on the date of this Agreement and disclosed in the Disclosure Schedule; (ix) any action taken with the other party’s express written consent; (x) any change in the trading price or volume of a party’s common stock in and of itself (expressly, including those of DZS), irrespective of whether within such party or outside; or (xi) any failure, in and of itself, by either party to meet internal or other estimates, predictions, projections or forecasts of revenue, net income or any other measure of financial performance (it being understood that, with respect to clauses (x) and (xi), the facts or circumstances giving rise or contributing to such change in trading price or failure to meet estimates or projections may be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect); or (b) prevents the Seller or the Purchaser, as applicable, from consummating the transactions contemplated by this Agreement.

(10) “지분권“ 이라 함은 어느 기업실체에 관한 주식, 자본, 파트너쉽, 구성원 기타 이와 유사한 권한 및 전환․교환․행사에 관한 옵션, 인수권(warrant), 권리 내지 증권(부채증권을 포함)을 말한다.

“Equity Interest” means any share, capital stock, partnership, member or similar interest in any entity, and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.

(11)“지식재산” 이라 함은 종류를 불문한 일체의 지식재산을 말하며, 모든 국내외 특허, 특허신청, 발명(특허 획득 가능여부를 불문함), 프로세스, 제품, 기술, 발견, 저작권이 있거나 저작권 획득이 가능한 작품, 기구, 영업기밀, 트레이드마크, 트레이드마크 등록 및 신청, 도메인명, 서비스마크, 서비스마크 등록 및 신청, 상표명, 영업기밀, 노하우, 트레이드드레스, 저작권 등록, 고객목록, 마케팅 및 고객정보에 관한 비밀, 라이센스, 기밀 기술정보소프트웨어 및 일체의 관련 문서를 포함하지만 이에 한정되지 않는다.

“Intellectual Property” means all intellectual properties of any kind, including, but not limited to, all foreign or domestic patents, patent applications, inventions (whether or not patentable), processes, products, technologies, discoveries, copyrightable and copyrighted works, apparatus, trade secrets, trademarks, trademark registrations and applications, domain names, service marks, service mark registrations and applications, trade names, trade secrets, know-how, trade dress, copyright registrations, customer lists, confidential marketing and customer information, licenses, confidential technical information, software, and all documentation thereof.

(12) “특수관계인” 이라 함은 기준이 되는 자를 중심으로, 그를 직·간접적으로 직접 또는 1인 이상의 자를 거쳐 지배하거나, 그로부터 직·간접적으로 직접 또는 1인 이상의 자를 거쳐 지배를 받는 자를 말하고, 위 “지배” 라 함은 (“피지배” 및 “동일한 제3자의 지배하에 있는” 과 같은 경우 포함) 어느 자에 관한 경영이나 정책을 좌우할 수 있는 권한을 주식보유, 신탁, 경영권보유, 계약 등에 의하여 직·간접적으로 보유함을 말한다.

“Affiliate” means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned person, and the above “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of stock or as trustee or executor, by contract or credit arrangement or otherwise.

(13) “한미 조세협약” 이라 함은 대한민국과 미합중국간의 소득에 관한 조세의 이중과세 회피와 탈세방지 및 국제무역과 투자의 증진을 위한 협약을 말한다.

“Korea-US Tax Treaty” means the Convention between the Republic of Korea and the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and the Encouragement of International Trade and Investment.

(14) “환경 관련 법령“이라 함은 본건 대상 회사 각각 소재한 관할의 성문법, 시행령, 규정, 규칙, 법률, 조약, 영장 또는 명령 기타 강제력 있는 사법적․행정적 해석[사법적․행정적 명령, 허가 공고, 심판, 규정, 명령(injunction), 면허(permit), 승인, 정책, 의견 혹은 정부기관 필요사항] 중에서 환경 오염․감염․보호․조사․복원, 건강, 안전 내지 자연자원에 관련된 것인바, 여기에는 소음, 악취, 습지 및 위험물질의 사용․취급․존재․운송․처치․보관․폐기․방출․방출의 위험․배출 등이 포함된다.

“Environmental Laws” means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, treaty, writ or order and any enforceable judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree, judgment, stipulation, injunction, permit, authorization, policy, opinion, or agency requirement, in each case having the force and effect of law within such jurisdictions in which the respective Companies are located, relating to pollution, contamination, protection, investigation or restoration of the environment, health and safety or natural resources, including, without limitation, noise, odor, wetlands, or the use, handling, presence, transportation, treatment, storage, disposal, release, threatened release or discharge of Hazardous Materials.

(15) “회계장부 재작성” 이라 함은 (a) (i) DZS가 과거 작성한 각 2023년 3월 31일을 종료일로 하는 분기 미감사 축약 연결재무재표, 2022년 3월 31일을 종기로 하는 분기 미감사 축약 연결재무재표, 2022년 6월 30일을 종료일로 하는 각 분기 및 반기 미감사 축약 연결재무재표, 2022년 9월 30일을 종료일로 하는 각 분기 및 9개월 미감사 축약 연결재무재표 및 (ii) 2022년 12월 31일 기준 연말 감사 축약 연결재무재표가 회계 오류로 인해 더 이상 신뢰할 수 없으며 재작성 되어야 한다는 이사회 회계위원회의 결정 및 (b) 2022년 12월 31일을 종료일로 하는 회계연도에 대한 Form 10-K상 본건 대상 회사의 연말 보고서 (Company’s Annual Report) 및 각각 2023년 3월 31일 및 2022년 3월 31일을 종료일로 하는 분기, 2022년 6월 30일을 종료일로 하는 각 분기 및 반기, 2022년 9월 30일을 종료일로 하는 분기 및 9개월에 대한 Form 10-Q상 본건 대상 회사 분기 보고서(Company’s Quarterly Report) 및 기타

(c)호에 설명된 검토에 따른 기타 보고서를 수정하기 위하여 전술한 재무제표 및 이에 대한30주석에 작성하고자 하는 DZS의 의도 및 (c) DZS의 수익 인식에 대한 회계 및 이러한 사항들이 본건 대상 회사의 금융 보고와 관련한 내부 통제에 영향을 미치는 수준에 대한 DZS 이사회 회계위원회의 검토[각각의 경우, 미국 증권거래위원회에 제출한 본건 대상 회사의 신고서상 기재한 바에 따르며, 미국 증권거래위원회에 2023년 11월 9일 제출한 Form 8-K 서식상 현재 상태 보고 (Current Report)를 포함함] 를 공통적으로 의미한다.

“Restatement” means, collectively, (a) the determination by the Audit Committee of the Board of Directors that DZS’ previously issued (i) unaudited condensed consolidated financial statements as of and for each of the three months ended March 31, 2023, the three months ended March 31, 2022, the three and six months ended June 30, 2022 and the three and nine months ended September 30, 2022 and (ii) audited condensed consolidated financial statements as of and for the year ended December 31, 2022, should no longer be relied upon and should be restated due to accounting errors, (b) DZS’ intention to restate the foregoing financial statements and the notes thereto in amendments to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2023, the three months ended March 31, 2022, the three and six months ended June 30, 2022 and the three and nine months ended September 30, 2022, and any other reports in accordance with the review described in subclause (c) below, and amend among other related disclosures, its Management’s Discussion and Analysis of Financial Condition and Results of Operations for the applicable periods in the foregoing reports, and (c) the review by the Audit Committee of DZS’ Board of Directors of the DZS’ accounting for revenue recognition and the extent to which these matters affect the Company’s internal controls over financial reporting, in each case as described in the Company’s filings with the U.S. Securities and Exchange Commission, including the Current Report on Form 8-K filed with the Commission on November 9, 2023.

(16) “회사들제한지역” 이라 함은 별첨 목록 5에 기재된 모든 국가를 의미한다.

“Companies Restricted Territory” means all countries listed in Part B of Schedule 5 attached hereto.

[Signature Page Follows]

당사자들은 이상과 같은 내용으로 전문에 기재된 날짜에 본 계약을 체결한다.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

DZS

DZS INC.

By: /s/ Justin Ferguson

Name: Justin Ferguson

Title: Chief Legal Officer

매도인

DZS CALIFORNIA, INC.

By: /s/ Justin Ferguson

Name: Justin Ferguson

Title: Chief Legal Officer

매수인

DASAN NETWORKS, INC.

By: /s/ Min-Woo Nam

Name: Min-Woo Nam

Title: CEO

[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

Execution Version

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Loan Agreement”) is made and entered into as of December 29, 2023 (the “Effective Date”) by and between EdgeCo, LLC, a Wyoming limited liability company (“Lender”), and DZS Inc., a Delaware corporation (“Borrower”), with respect to the following:

RECITALS

WHEREAS, Borrower has requested Lender to make a loan to Borrower to allow Borrower to fund certain of its working capital needs; and

WHEREAS, Lender has agreed to make the loan described in this Loan Agreement on the terms and conditions set forth in this Loan Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements of the parties set forth in this Loan Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows.

ARTICLE I

DEFINITIONS

Unless a particular word or phrase is otherwise defined or the context requires otherwise, capitalized terms used in this Loan Agreement shall have the meanings set forth below:

1.1. Business. The term “Business” shall mean the business operations of Borrower offering access, optical, and cloud software and network innovations to communications service providers and businesses reasonably related, complementary or ancillary thereto.

1.2. Business Day. The term “Business Day” shall mean any day on which banks are open for business in Orange County, California, other than Saturdays, Sundays, and legal holidays designated by federal law.

1.3. Effective Date. The term “Effective Date” shall mean the date set forth in the preamble of this Agreement.

1.4. Event of Default. The term “Event of Default” shall have the meaning set forth in Article 6 of the Loan Agreement.

1.5. Indebtedness. The term “Indebtedness” means (a) indebtedness created, issued, or incurred by Borrower for borrowed money (whether by loan or the issuance and sale of debt securities), whether or not recourse is limited to specific assets of Borrower, including, without limitation, the Promissory Note; (b) obligations of Borrower to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising in the ordinary course of business as long as such trade accounts payable are not for borrowed money and are paid within 270 days of the date the respective goods are delivered or the respective services are rendered (unless such trade account payable is being contested in good faith and a sufficient cash reserve, in accordance with GAAP, has been established); (c) indebtedness of others secured by a lien on the property of Borrower, whether or not the indebtedness so secured has been assumed by Borrower; (d) obligations of Borrower in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of Borrower; and (e) indebtedness of others guaranteed by Borrower.

1.6. Loan Documents. The term “Loan Documents” means all documents executed by Borrower for the benefit of Lender in connection with the Loan, but excluding the Warrant Agreement and the Registration Rights Agreement. The term “Loan Documents” includes, but is not limited to, this Loan Agreement, the Promissory Note, the Security Agreement, any other agreement designated in writing as a “Loan Document” by Borrower and Lender, and any future amendments or modifications hereto or thereto.

1.7. Obligations. The term “Obligations” means the Borrower’s obligation to pay to Lender (a) any and all sums due Lender under the Loan or otherwise under the terms of the Loan Documents; (b) in the event of any proceeding to enforce the collection of the Obligations, or any of them, after an Event of Default, the reasonable expenses of any exercise by Lender of its rights, together with reasonable attorney fees, expenses of collection, and court costs, as provided in the Loan Documents; and (c) any other indebtedness or liability of Borrower to Lender, whether direct or indirect, absolute or contingent, now or hereafter arising, under the Loan Documents.

1.8. Principal Balance. The term “Principal Balance” means the outstanding principal balance under the Loan or the Promissory Note from time to time, as evidenced in Lender’s account ledger on which the Principal Balance and all payments relating to the Loan shall be entered, which account ledger will be definitive as to the amounts outstanding absent manifest error.

1.9. Promissory Note. The term “Promissory Note” means the promissory note in form and substance as attached as Exhibit A hereto.

1.10. Security Agreement. The term “Security Agreement” means the security agreement in form and substance as attached as Exhibit B hereto.

1.11. Warrant Agreement. The term “Warrant Agreement” means the warrant agreement in form and substance as attached as Exhibit C.

1.12. Registration Rights Agreement. The term “Registration Rights Agreement” means the registration rights agreement in form and substance as attached as Exhibit D.

1.13 Restated Certificate of Incorporation. The term “Restated Certificate of Incorporation” means the Restated Certificate of Incorporation of Borrower, as amended through February 28, 2017, and as amended by (i) the Certificate of Amendment of Restated Certificate of Incorporation, dated August 26, 2020, and (ii) the Certificate of Amendment to the Restated Certificate of Incorporation, dated June 1, 2023, as the same may be amended or restated from time to time.

ARTICLE II

TERMS OF THE LOAN

2.1. Nature of Facility; Use of Proceeds. Subject to the terms and conditions of the Loan Documents, including all conditions precedent set forth in Article 5, Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender funds in the aggregate principal amount of $15,000,000 (the “Loan”). The duties and obligations of Borrower to repay the Loan shall be evidenced by this Loan Agreement, the Promissory Note, and the Security Agreement. In the event of any conflict in the terms of the Loan Agreement, the Promissory Note, or the Security Agreement, the terms of this Loan Agreement shall govern. The Loan shall be secured as provided in the Security Agreement. Borrower shall apply the proceeds of the Loan to pay down trade payables, general and administrative expenses of Borrower, and operating capital.

2.2. Loan Term. The Loan term (the “Term”) shall be 36 months from the Effective Date.

2.3. Interest Rate. The Principal Balance of all monies advanced by Lender under the Loan shall bear interest at a rate equal to 13% per annum compounded annually on the basis of a 365-day year, commencing on the Effective Date (the “Interest Rate”).

2.4. Calculation of Interest. Interest shall accrue on the Loan on the basis of a 365-day year. Borrower agrees that any calculation of amounts accruing hereunder at the Interest Rate shall in each instance be made by Lender and shall, if determined in good faith, be conclusive and binding on Borrower in the absence of manifest error.

2.5 Origination Fee. Borrower shall pay Lender an origination fee of 2% of the principal amount of the Loan (the “Origination Fee”). The Origination Fee shall be withheld from the funds to be transmitted to the Borrower upon the Closing.

2.6 Transaction Expenses. Borrower shall pay Lender’s reasonable transaction expenses including the legal, due diligence, UCC-1 searches and filing, and other miscellaneous costs and expenses of the transaction not to exceed $100,000 (the “Transaction Expenses”). The Transaction Expenses shall be withheld from the funds to be transmitted to the Borrower upon the Closing.

2.7. Payment. Payments on the Loan shall be interest only payments, payable monthly, on the first day of every month, in arrears, at the calculated Interest Rate for the Term, and the Principal Balance shall be due and payable at the close of the Term.

2.8. Prepayment. Borrower shall have the right to prepay all or any portion of the Loan outstanding at any time; provided, however, if such prepayment is prior to the 18 month anniversary of the funding date, Borrower shall pay Lender a prepayment premium equal to 18 months’ calculated interest with any such Loan prepayment, minus the amount of interest actually paid prior to such prepayment, in each case in respect of the principal amount prepaid.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BORROWER

To induce Lender to make the Loan and to enter into the Loan Documents, Borrower makes the following representations and warranties, which shall be true and correct as of the date hereof and throughout the term of this Loan Agreement:

3.1. Status of Borrower; Power and Authority. Borrower is a corporation duly formed, validly existing, and in good standing under the laws of the State of Delaware. Borrower has the power to borrow and to execute, deliver, and carry out the terms and provisions of the Loan Documents. Borrower has taken or caused to be taken all necessary action to authorize the execution, delivery, and performance of the Loan Documents and the borrowing thereunder.

3.2. No Conflicts or Defaults. Borrower’s entry into this Loan Agreement and the other Loan Documents will not immediately, or with the passage of time, the giving of notice, or both, (a) violate the provisions of the Articles of Incorporation or Bylaws of Borrower; (b) violate any governmental laws or regulations applicable to Borrower; (c) result in a material default under any material contract, agreement, or instrument to which Borrower is a party; or (d) result in the creation or imposition of any security interest in, or lien, charge, or encumbrance on, any of Borrower’s assets.

3.3. Litigation. Borrower is not subject to any order of, or written agreement or memorandum of understanding with, any governmental authority. As of the date hereof, except as previously disclosed to Lender in writing, to the best of Borrower’s knowledge, there are no actions, suits, claims, investigations, or proceedings pending at law or in equity or before or by any governmental authority or threatened in writing against Borrower or any of its assets or properties or the transactions contemplated by this Loan Agreement.

3.4. Validity, Binding Nature, and Enforceability of the Loan Documents. The Loan Documents executed by Borrower constitute the legal, valid, and binding obligations of Borrower and are enforceable against Borrower in accordance with their terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditors’ rights.

3.5 No Liens on Borrower Assets. The Borrower and each and every subsidiary of Borrower whose assets secure the Loan as more fully set forth in the Security Agreement (collectively, the “Securing Entities”) is the direct legal and beneficial owner of record of all of the Securing Entities’ assets as of the date of this Loan Agreement. Appropriate UCC, tax and judgment and other lien, property and title searches of public records with respect to the Borrower shall have been obtained by Lender and shall be satisfactory in all respects to Lender and its counsel. Borrower shall pay the cost of obtaining such searches.

ARTICLE IV

BORROWER’S COVENANTS

4.1. Affirmative Covenants. Borrower covenants and agrees, during the Term of the Loan and while any Obligations are outstanding and unpaid, to perform all the acts and promises required by the Loan Documents and all the acts and promises set forth in Articles 4.1(a) through 4.1(d).

(a) Payment and Performance. Borrower shall pay and perform all Obligations in full when and as due under the terms of the Loan Documents (taking into account notice requirements and applicable grace periods, if any), time being strictly of the essence.

(b) Maintenance of Status. Borrower shall take all necessary steps to preserve its existence as a corporation, including, but not limited to, the payment and discharge of all taxes, assessments, and other governmental charges on Borrower or its assets before the date on which interest and penalties attach thereto. Borrower shall not materially change, dissolve, or liquidate the corporation, or the nature of its Business or operations during the term of the Loan as such Business and operations exist as of the Effective Date, without the prior written consent of Lender and except as previously disclosed to Lender in writing.

(c) Financial Statements and Other Information. During the term of the Loan, Borrower shall furnish to Lender (1) as soon as available, but in any event within 45 days after the close of each quarter, other than the last quarter of the fiscal year of Borrower, commencing with the quarter ending March 31, 2024, unaudited condensed consolidated balance sheets of Borrower and its subsidiaries as of the end of such quarter, together with the related unaudited condensed consolidated statements of comprehensive income, stockholders’ equity and cash flows for such quarter and for the period from the beginning of the fiscal year to the end of such quarter, which financial statements shall be certified by the Chief Financial Officer of Borrower as presenting fairly in all material respects, to the best of his or her knowledge, the financial condition and results of operations of the Borrower and its subsidiaries on a consolidated basis in accordance with GAAP, subject to year-end adjustments and the absence of footnotes; and (2) as soon as available, but in any event within 90 days after the end of each fiscal year of Borrower,

the audited consolidated balance sheets of the Borrower as at the end of such fiscal year, together with the related audited consolidated statements of comprehensive income, stockholders’ equity and cash flows for such fiscal year, with the report of the Company’s independent registered public accounting firm of recognized standing;, which financial statements shall be certified by the Chief Financial Officer of the Borrower as presenting fairly in all material respects, to the best of his or her knowledge, the financial condition and results of operations of the Borrower and its subsidiaries on a consolidated basis in accordance with GAAP; provided, however, that (i) the foregoing obligations shall not apply until the Company has completed the restatement previously disclosed to the Lender in writing and is current with respect to the filing with the Commission of all Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and (ii) the certification by the Chief Financial Officer referenced above shall not be required with respect to financial statements filed with the Commission.

(d) Further Assurances. Borrower agrees to execute such other and further documents as may from time to time in the reasonable opinion of Lender be necessary to perfect, confirm, establish, reestablish, continue, or complete the purposes and intentions of this Loan Agreement.

(e) Board of Directors Seat. From and after the Effective Date until the Board Seat Termination Event, Lender shall be entitled, but not required to, designate for appointment by the Board of Directors of Borrower (“Borrower’s Board”) a nominee to serve as a member of Borrower’s Board (“Lender’s Nominee” and such designation right, “Lender’s Designation Right”); provided that Lender’s Nominee shall have the requisite skill and experience to serve as a director of a public company and Lender’s Nominee shall not be prohibited from serving as a member of Borrower’s Board pursuant to any rule or regulation of the Commission or the national stock exchange upon which Borrower’s common stock is then traded. Upon notification of the name of Lender’s Nominee, Borrower shall have 15 days to cause the Borrower’s Board to appoint Lender’s Nominee to Borrower’s Board, which appointment shall be for a class of directors to be designated by Borrower’s Board in accordance with the Restated Certificate of Incorporation, and to nominate Lender’s Nominee for re-election at the next annual meeting of Borrower’s stockholders following such appointment and each subsequent annual meeting at which the applicable class of directors are subject to re-election, and in each case, cause Borrower’s Board to recommend that the stockholders of Borrower vote in favor of the election of Lender’s Nominee. Lender’s Nominee shall be included under Borrower’s D&O insurance coverage and awarded equity and other compensation consistent with other independent directors of Borrower. Lender has the right to appoint alternative nominees in the event any Lender’s Nominee resigns from the Board of Directors of Borrower. Lender’s Designation Right shall continue until such date on which each of the following has occurred (i) the payment in full of the Obligations and (ii) Lender’s ownership of the common stock of Borrower, $0.001 par value per share (“Common Stock”), is less than 4.9% of the total outstanding Common Stock of Borrower; provided, however, that if after such date Lender exercises the Warrant in an amount that causes Lender’s ownership to exceed 4.9%, Lender’s Designation Right shall be reinstated until such subsequent time that Lender’s ownership of the Common Stock is less than 4.9% of the total outstanding Common Stock of Borrower.

4.2. Negative Covenants. The Borrower covenants and agrees that, without the Lender’s prior written consent, from and after the Effective Date and until all the Obligations are paid in full:

(a) Fundamental Changes. Borrower shall not, directly or indirectly, by operation of law or otherwise, merge or consolidate with any Person, liquidate, wind-up, or dissolve itself (or suffer any liquidation or dissolution), or sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person (it being acknowledged and

agreed that any transaction previously disclosed to Lender in writing shall not constitute a sale of all or substantially all of Borrower’s assets); provided that (1) subsidiaries of Borrower may merge with and into Borrower; and (2) subsidiaries of Borrower may merge with and into other subsidiaries of Borrower, provided that the surviving subsidiary assumes the obligations of such non-surviving subsidiary under this Loan Agreement, if applicable. For purposes of this Article 4.2(a), “Person” means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, or other legal or commercial entity.

(b) Acquisitions. Borrower shall not acquire any businesses other than corporations or other entities in the same or similar business and Borrower shall be the parent or surviving corporation after giving effect to such acquisition. Notwithstanding the foregoing, Borrower shall not make any acquisition if an Event of Default has occurred and is continuing hereunder at the time of such acquisition.

(c) Indebtedness. Borrower shall not, directly or indirectly, create or suffer to exist any direct, indirect, fixed, or contingent liability for, or incur, any Indebtedness in excess of $50,000 in the aggregate other than (1) accounts payable arising in the ordinary course of business; (2) other Indebtedness as disclosed to and approved by Lender; (3) the Obligations; (4) deferred taxes; (5) Indebtedness arising in the ordinary course of business not in respect of borrowed money (e.g., letters of credit, workers’ compensation, health, disability or other employee benefits, insurance premiums, rent expense, operating leases); (6) intercompany Indebtedness; (7) Indebtedness existing on the date hereof; or (8) Indebtedness of subsidiaries organized outside the U.S.

(d) Liens. There are no currently existing or promised, and the Securing Entities shall not create or permit to exist in the future any, lien on any of their respective properties or assets to secure Indebtedness for borrowed money except (1) presently existing or subsequently created liens securing the Obligations or (2) liens granted to secure Indebtedness permitted by Article 4.2(c) hereof.

(e) Restricted Payment. Borrower shall not (1) declare any cash dividend; (2) incur any other payment or distribution of cash or other property or assets in respect of the capital stock of Borrower other than stock dividends on common stock; or (3) make any payment on account of the purchase, redemption, or other retirement of the capital stock of the Borrower; provided, however, that the foregoing shall not prevent or prohibit Borrower from (i) purchasing shares of the common stock held by its employees, directors, or consultants on termination of their service with or to Borrower, for an amount not in excess of the price specified in the agreements entered into with such employees, directors, and consultants; (ii) purchasing its own shares after issuance thereof after the Effective Date in an aggregate amount equal to or less than the aggregate net proceeds from the issuance of such shares, provided that Borrower shall be in compliance with all of the covenants set forth in Article 4 hereof; (iii) repurchasing its own shares deemed to occur upon exercise of stock options or warrants if such repurchased shares represent a portion of the exercise price of such options or warrants; or (iv) repurchases of shares deemed to occur upon the withholding of a portion of the shares granted or awarded to a current or former officer, director, employee or consultant to pay for the taxes payable by such person upon such grant or award (or upon vesting thereof).

(f) Other Agreements. Except in connection with the prepayment in full of the Obligations, Borrower shall not enter into any agreement containing any provision that would be violated or breached by the performance of its obligations under this Loan Agreement or under any of the Loan Documents.

ARTICLE V

REQUIRED DOCUMENTS

As a condition precedent to all duties and obligations of Lender under the Loan Documents, Borrower shall have delivered to Lender the following:

5.1. Authorizations. A certified copy of any consents and authorizations adopted by Borrower and its Board of Directors in a form reasonably acceptable to Lender, authorizing the transactions contemplated by this Loan Agreement and appointing an authorized signatory or signatories to execute all Loan Documents and any other documents connected with the Loan.

5.2. Governing Documents. A copy of the Borrower’s Restated Certificate of Incorporation certified by the Secretary of State of Delaware, with any amendments thereto, and a copy of Borrower’s Bylaws, with any amendments thereto, certified by the President or Secretary of Borrower

5.3. Officers’ Incumbency. A certificate of incumbency for the officers of the Borrower.

5.4. Executed Loan Documents. Executed original of the Promissory Note, the Security Agreement, and all other Loan Documents, in form and substance satisfactory to Lender.

5.5 Executed Securities Documents. Executed original of the Warrant Agreement and Registration Rights Agreement.

5.6. Other Documents. Such other documents as Lender reasonably may require.

ARTICLE VI

EVENTS OF DEFAULT

In addition to any occurrences described as an Event of Default in the other Loan Documents, the matters described in Articles 6.1 through 6.8 shall constitute Events of Default and shall entitle Lender to exercise the rights and remedies under Article 7 and under the other Loan Documents.

6.1. Failure to Pay. Borrower’s failure to pay any sum of money owed to Lender in connection with the Obligations, whether principal, interest, penalty, premium, fee, charge, or assessment, as provided in the Loan Documents, on or before the close of business for Lender on the 10th Business Day after the date when due, time being strictly of the essence.

6.2. Failure of Warranty or Representation to be True. The failure of any representation or warranty provided by Borrower in the Loan Documents to be materially true.

6.3. Failure to Perform Affirmative Covenants; Violation of Negative Covenants. Borrower’s failure to perform any of the affirmative covenants provided in Article 4.1 or Borrower’s violation of any of the negative covenants set forth in Article 4.2; provided that such failure has continued for 30 Business Days after receipt of written notice thereof from Lender.

6.4. Default Under Loan Documents. Borrower’s breach of any of the material terms, covenants, or conditions set forth in the Loan Documents; provided that such breach has continued for 30 Business Days after receipt of written notice thereof from Lender. The parties expressly understand and agree that a breach or default by Borrower under any of the Loan Documents and the expiration of all applicable cure periods shall be a breach or default by Borrower under all of the Loan Documents.

6.5. Judgments. Borrower’s suffering uninsured final judgments for payment of money in a material amount (considering Borrower’s then current financial condition and the amount of the Principal Balance then outstanding), individually or in the aggregate, and Borrower’s failure to discharge the same within a period of 60 days, unless execution has been effectively stayed, whether by appeal, the posting of a bond, or otherwise.

6.6. Borrower’s Involuntary Bankruptcy. Entry of a decree or order for relief, by a court having jurisdiction, against or with respect to Borrower in an involuntary case (or the failure of any such case to be dismissed within 90 days of its commencement) under federal bankruptcy laws or any state insolvency or similar laws requiring (a) the liquidation of Borrower; (b) a reorganization of Borrower or the Business; or (c) the appointment of a receiver, liquidator, assignee, custodian, trustee, or similar official for Borrower.

6.7. Borrower’s Voluntary Bankruptcy. Borrower’s (a) commencement of a voluntary case under federal bankruptcy laws or any state insolvency or similar laws; (b) consent to the appointment for taking possession by a receiver, liquidator, assignee, custodian, trustee, or similar official for Borrower of any of its property; (c) making any assignment for the benefit of creditors; or (d) failing generally to pay its debts as they become due, either as to the amount of such debts or the number of such debts.

6.8. Dissolution. Borrower’s commencement or becoming the subject of any dissolution proceedings; undertaking any action for the purpose of dissolving and winding up Borrower; or resolving to take or taking any action for the purpose of surrendering any right, license, franchise, or other incident of Borrower’s existence.

ARTICLE VII

REMEDIES

7.1. Lender’s Specific Rights and Remedies. Upon the occurrence and during the continuance of any Event of Default, Lender, in addition to any and all rights provided by law or equity, may:

(a) Accelerate and call due the unpaid Principal Balance of the Loan, and all accrued interest and other sums due thereunder;

(b) File suit against Borrower or any other party to any of the Loan Documents; and

7.2. Collection Costs. If suit or action is instituted to enforce any of the terms of this Loan Agreement or of any other Loan Documents, the prevailing party shall be entitled to recover from the other party its attorneys’ fees and costs in addition to all other sums provided by law.

7.3. Notice of Default. Lender shall provide Borrower with (a) ten Business Days’ prior written notice and an opportunity to cure any default arising from Borrower’s failure to satisfy a payment obligation under the Loan Documents, and (b) 30 Business Days’ prior written notice and an opportunity to cure any other act or omission constituting an Event of Default under the Loan Documents. Notwithstanding anything to the contrary stated herein, Borrower shall not be entitled to any notice or opportunity to cure any of the Events of Default described in Articles 6.6, 6.7 and 6.8.

ARTICLE VIII

RIGHT OF FIRST REFUSAL

8.1. Right of First Refusal. During the Term, if Borrower decides that it requires additional debt financing of up to $15,000,000 for additional operating capital, then Borrower shall provide Lender with written notice (the “Offer Notice”) of such debt financing requirements. Lender shall have 30 Business Days from the date of the Offer Notice to accept or reject the Offer Notice (the “Offer Period”). If Lender fails to accept or reject the Offer Notice in writing within the Offer Period, then Lender shall be deemed to have waived its right to provide such additional debt financing to Borrower. If Lender advises Borrower in writing that it desires to provide such additional debt financing, then Lender shall fund such debt financing within 7 Business Days following the written acceptance by Lender of the Offer Notice, and on Borrower’s delivery to Lender of such negotiated loan documentation substantially similar to the Loan Documents (except for changes necessary to make such documents reflect the financial terms as set forth in the Offer Notice).

ARTICLE IX

SECURITIES

9.1 Subscription for Warrant. The Lender is purchasing the Warrant on the terms set forth in the Warrant Agreement.

9.2 Preemptive Rights. In the event that Borrower decides to offer for sale additional unregistered shares of Common Stock or securities exchangeable or exercisable for, or convertible into, shares of unregistered Common Stock either through a debt or equity offering before December 31, 2026, except for such offerings previously disclosed to Lender in writing, Borrower shall first provide written notice thereof to Lender, including the proposed terms and conditions of the offering, and Lender shall have a seven (7) Business Day first right of refusal to agree to purchase all such shares or other securities in any such offering on the same terms and conditions described in such notice. If Lender does not exercise such right of first refusal during such seven (7) Business Day period, Lender shall not be entitled to participate in such offering and Borrower shall be free to carry out such offering with any other purchaser or purchasers on substantially the same terms and conditions.

ARTICLE X

GENERAL PROVISIONS

10.1. Modifications. The Loan Documents may be amended, changed, or modified only as may be agreed in writing by Borrower and Lender from time to time.

10.2. Binding Effect. The Loan Documents shall be binding on the parties and their successors and assigns. The rights and benefits of any party under the Loan Documents may not be assigned without the prior written consent of the other party, which consent may be granted or withheld in such other party’s sole and absolute discretion.

10.3. Entire Agreement. The Loan Documents embody the entire agreement of the parties relating to the Loan. There are no promises, terms, conditions, obligations, or warranties other than those contained in the Loan Documents. The Loan Documents supersede all prior

communications, representations, or agreements, verbal or written, between the parties relating to the Loan.

10.4. Governing Law. The validity, meaning, enforceability, and effect of the Loan Documents and the rights and liabilities of the parties shall be determined in accordance with the laws of the State of California. All parties acknowledge and hereby stipulate for the purpose of any future proceedings that the Loan Documents and all subsequent writings or documents relating or pertaining thereto are to be considered for all purposes, including, but not limited to, choice of law determinations, to have been executed and delivered by all parties within the actual geographic boundaries of California, even if such loan documents were, in fact, executed and delivered elsewhere.

10.5. Incorporation by Reference. All documents, instruments, attachments, exhibits, and other writings executed with, referred to in, or attached to this Loan Agreement are incorporated by reference into this Loan Agreement and are made a part of this Loan Agreement as if fully set out herein. This Loan Agreement, before such incorporation, controls in the event of any conflict with the terms of the Loan Documents.

10.6. Jurisdiction and Venue. Borrower consents to the venue and jurisdiction of any court, state or federal, located in the Orange County, California. Borrower agrees that any action, proceeding, or other matter arising directly or indirectly under this Loan Agreement may be brought by Lender in its sole discretion in any such court. Borrower agrees to that venue for any action, proceeding, or other matter properly placed in any such court located in Orange County, California. Borrower consents and agrees that any service of process may be made on Borrower wherever Borrower can be located or by certified mail directed to Borrower at Borrower’s address set forth in Article 10.7 (with a copy to Borrower’s counsel at the most recent notice address). This provision is permissive, not mandatory, and Lender reserves the right to bring any action, proceeding, or other matter arising directly or indirectly under this Loan Agreement against Borrower wherever either the Borrower or its properties might be found or might otherwise be subject to jurisdiction.

10.7. Notices. Any notice under the Loan Documents shall be in writing, without implying the obligation to provide such notice. Any notice to be given or document to be delivered under the Loan Documents shall be deemed to have been duly received on (a) delivery, if delivered in person or by any expedited delivery service that provides proof of delivery; (b) electronically with confirmed receipt; or (c) the fifth Business Day after mailing, if mailed by certified mail, return receipt requested, postage prepaid, addressed to Lender or Borrower at the appropriate addresses. The addresses for notices are those set forth below or such other addresses as may be hereafter specified by written notice by the parties:

If to Lender:

EdgeCo, LLC

Attn: Ned Abdul

3326 Aspen Grove Dr., Suite 400

Franklin, TN 37067

Email: ned@swervo.com

With Copy To:

FitzGerald Kreditor Bolduc Risbrough LLP

2 Park Plaza, Suite 850

Irvine, CA 92614

Attn: Lynne Bolduc, Esq.

Email: lbolduc@fkbrlegal.com

If to Borrower:

DZS Inc.

Attn: Charlie Vogt

5700 Tennyson Pkwy, Ste. 400

Plano, TX 75024

Email: charlie@dzsi.com

With Copy To:

Baker Botts L.L.P.

2001 Ross Avenue, Suite 900

Dallas, TX 75201

Attn: Luke Weedon

Email: luke.weedon@bakerbotts.com

10.8. Relationship of the Parties. Neither Lender nor Borrower shall be deemed a partner, joint venturer, agent, or related entity of the other by reason of the Loan Documents.

10.9. Severability. If a court of competent jurisdiction finds any term or provision of this Loan Agreement, or the application thereof to any person or circumstance, to be invalid, void, or unenforceable to any extent, (a) such court may amend and/or interpret such term or provision so that it will be valid to the fullest extent possible under law; and (b) the remaining provisions of this Loan Agreement and any application thereof shall continue in full force and effect without being impaired or invalidated in any way.

10.10. Time. Time is of the essence under this Loan Agreement.

10.11. Usury. Borrower and Lender intend to comply with applicable usury laws. Accordingly, notwithstanding any provision in this Loan Agreement or in any other Loan Document to the contrary, neither this Loan Agreement nor any other Loan Document shall require the payment, or permit the collection, of interest in excess of the maximum amount permitted by law. If compliance with this Loan Agreement or any other Loan Document would result in a violation of applicable usury law, the amount of the payment obligation imposed by this Loan Agreement or any other Loan Document shall be reduced to the maximum amount permitted by law.

10.12. Waivers. Lender may at any time or from time to time waive all or any rights under any of the Loan Documents, but any waiver or indulgence at any time or from time to time shall not constitute, unless specifically so expressed by Lender in writing, a future waiver by Lender of performance by Borrower.

10.13. Counterparts. This Loan Agreement may be executed in multiple counterparts, all of which together shall constitute one instrument.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

IN WITNESS WHEREOF, Borrower and Lender have executed this Loan Agreement as of the Effective Date.

LENDER:

EdgeCo, LLC,

a Wyoming limited liability company

/s/ Ned Abdul

By: Ned Abdul

Its: Manager

BORROWER:

DZS Inc.,

a Delaware corporation

/s/ Charlie Vogt

By: Charlie Vogt

Its: President and CEO

[Signature Page to Loan Agreement]

Execution Version

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

This Warrant Agreement (this “Warrant”) has been issued pursuant to a Loan Agreement dated December 29, 2023 (the “Loan Agreement”) between the Company and the holder of the Warrant hereunder (the “Holder”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Loan Agreement, the provisions of which are incorporated herein by reference.

DZS INC.

a Delaware Corporation

WARRANT AGREEMENT

To Purchase Shares of Common Stock

Issue Date: December 29, 2023

THIS CERTIFIES that, for value received, EDGECO, LLC, a Wyoming limited liability company, or its permitted assigns (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof, to subscribe for and purchase from, DZS INC., a Delaware corporation (the “Company”), 6,100,000 of the fully paid, non-assessable shares of the Company’s common stock, $0.001 par value (“Common Stock”), at the Exercise Price (as defined below), provided that such right will terminate, if not terminated earlier in accordance with the provisions hereof, at 5:00 p.m. (Pacific time) on the four (4) year anniversary of the Issue Date (the “Expiration Date”). The purchase price and the number of shares for which this Warrant is exercisable are subject to adjustment, as provided herein.

As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

(a) The term “Company” shall include DZS Inc. and any entity which shall succeed or assume the obligations of DZS Inc. hereunder.

(b) The term “Warrant Shares” includes (i) the Company’s common stock and (ii) any other securities into which or for which any of the Common Stock may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

(c) The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other Person which the Holder at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities.

(d) The term “Exercise Price” shall be an exercise price equal to $1.84, which represents the closing price for the Company’s Common Stock as reflected on Nasdaq.com as of the date immediately preceding the Issue Date, subject to adjustment pursuant to the terms hereof.

(e) The term “Issue Date” shall mean the date of this Warrant.

1.Number of Shares Issuable upon Exercise.

Unless sooner terminated in accordance herewith, from and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, the number of Warrant Shares set forth on the first page of this Warrant, subject to adjustment pursuant hereto, by delivery of an original or fax copy of the exercise notice attached hereto as Annex A (the “Notice of Exercise”) along with payment to the Company of the Exercise Price, as set forth in Section 2 hereof.

2.Exercise of Warrant.

(a) The purchase rights represented by this Warrant are exercisable by the registered Holder hereof, in whole at any time or in part from time to time by delivery of the Notice of Exercise duly completed and delivered to the office of the Company, and upon payment of the Exercise Price of the shares thereby purchased (in the manner provided in Section 2(d) hereof); whereupon the Holder of this Warrant shall be entitled to receive, at its election, either (i) a certificate for the number of Warrant Shares so purchased or (ii) the issuance of such uncertificated shares in the amount of the applicable Warrant Shares through a book entry transfer; provided that the Company will place on each certificate, or apply to such book entry, a legend substantially the same as that appearing on this Warrant, in addition to any legend required by any applicable state or federal law. If this Warrant is exercised in part, the Company will issue to the Holder hereof a new Warrant upon the same terms as this Warrant but for the balance of Warrant Shares for which this Warrant remains exercisable. The Company agrees that upon exercise of this Warrant the Holder shall be deemed to be the record owner of the Warrant Shares issued upon exercise as of the close of business on the date on which this Warrant shall have been exercised as aforesaid. This Warrant will be surrendered at the time of exercise or if lost, stolen, misplaced, or destroyed, the Holder will comply with Section 9 below.

(b) If applicable, certificates for Warrant Shares purchased hereunder shall be delivered to the Holder hereof within a reasonable time after the date on which this Warrant shall have been exercised as aforesaid.

(c) The Company covenants that all Warrant Shares which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be fully paid and nonassessable and free from all preemptive rights, taxes, liens, and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue which shall be paid by the Company in accordance with Section 4 below); provided that such Warrant Shares shall be subject to restrictions on transfer as set forth in the legend described herein.

(d) In order to exercise this Warrant with respect to all or any part of the Warrant Shares for which this Warrant is at the time exercisable, Holder must take the following actions:

(i) Execute and deliver to the Company a written notice of exercise stating the number of Warrant Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Annex A; and

(ii) Pay the applicable aggregate Exercise Price for the Warrant Shares by cash, wire transfer, or a certified or cashier’s check made payable to the order of the Company.

3.No Fractional Shares.

The Company shall not be required to issue fractional Warrant Shares upon the exercise of this Warrant or to deliver Warrant Certificates which evidence fractional Warrant Shares. In the event that a fraction of a Warrant Share would, except for the provisions of this Section 3, be issuable upon the exercise of this Warrant, the Company shall round the fraction down to the next whole number of the Warrant Share.

4.Charges, Taxes, and Expenses.

Issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant, or in such name or names as may be directed by the Holder of this Warrant; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder of this Warrant, (i) the Company may require, as a condition thereto, that the transferee execute an appropriate investment representation as may be reasonably required by the Company and (ii) the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate, or a book entry, in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such

certificate, or make such book entry, unless and until the Person or Persons requesting the issue or entry thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable.

5.No Rights as Shareholders.

This Warrant does not entitle the Holder hereof to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.

6.Securities Law Representations.

Holder represents and warrants to Company as follows:

(a) Holder acknowledges that the Warrant Shares have not been registered under the Act will initially be “restricted securities” (as such term is defined in Rule 144 promulgated under the Act) (“Rule 144”) and that the certificates evidencing the Warrant Shares will include this legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.”

Holder further acknowledges that the Warrant Shares cannot be sold unless registered with the United States Securities and Exchange Commission (the “Commission”) and qualified by appropriate state securities regulators, or unless Holder obtains written consent from Company and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144). Holder represents that it is knowledgeable with respect to Rule 144, including the provisions of Rule 144 which permit resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the Company. Holder understands that such current public information is not available as of the date of this Warrant. Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time Holder wishes to transfer the Warrant Shares, and that, in such event, the Holder may be precluded from transferring the Warrant Shares under Rule 144 for an extended period of time and potentially may not ever be permitted to transfer the Warrant Shares under Rule 144, even if the other applicable

requirements of Rule 144 have been satisfied. Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Act or an exemption from registration will be required for any disposition of the Warrant Shares.

(b) Holder has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Warrant and Warrant Shares offered by Company of the size contemplated. Holder represents that Holder is able to bear the economic risk of the investment and at the present time can afford a complete loss of such investment. Holder has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Holder has deemed appropriate, including with respect to (i) the determination by the Audit Committee of the Company’s Board of Directors that the Company’s previously issued (A) unaudited condensed consolidated financial statements as of and for each of the three months ended March 31, 2023, the three months ended March 31, 2022, the three and six months ended June 30, 2022 and the three and nine months ended September 30, 2022 and (B) audited condensed consolidated financial statements as of and for the year ended December 31, 2022, should no longer be relied upon and should be restated due to accounting errors, (ii) the Company’s intention to restate the foregoing financial statements and the notes thereto in amendments to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2023, the three months ended March 31, 2022, the three and six months ended June 30, 2022 and the three and nine months ended September 30, 2022, and amend among other related disclosures, its Management’s Discussion and Analysis of Financial Condition and Results of Operations for the applicable periods in the foregoing reports, and (iii) the review by the Audit Committee of the Company’s Board of Directors of the Company’s accounting for revenue recognition and the extent to which these matters affect the Company’s internal controls over financial reporting, in each case as described in the Company’s filings with the Commission, including the Current Report on Form 8-K filed with the Commission on November 9, 2023.

(c) Holder is an “Accredited Investor” as defined in Regulation D of the Act. Holder, either alone or with Holder’s professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of an investment in the Warrant and Warrant Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to protect Holder’s own interests in connection with Holder’s proposed investment in the Warrant and Warrant Shares. Neither (i) Holder, (ii) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any beneficial owner of any of the Company’s Common Stock held by Holder is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Act, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and disclosed, reasonably in advance of the acceptance of this Warrant, in writing in reasonable detail to the Company.

(d) Holder is acquiring the Warrant and Warrant Shares solely for Holder’s own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Warrant or Warrant Shares. Holder understands that the Warrant and Warrant Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Holder set forth herein in order to determine the applicability of such exemptions and the suitability of Holder to acquire the Warrants and Warrant Shares.

7.Rule 144 Opinions.

If requested by Holder, the Company will, at its own expense, provide or cause its counsel to provide any and all legal opinions required for the removal of any restrictive legend from any stock certificates representing Warrant Shares under Rule 144; provided, however, that all applicable requirements of Rule 144 have been satisfied. The Company will not unreasonably withhold any legal opinion required for the removal of the restrictive legend from any certificates representing the Warrant Shares pursuant to Rule 144 and will process such request within ten business days of receipt of such request. If Company fails to process such request within ten business days, Company shall pay liquidated damages equal to any decrease in the closing bid price of the Company’s common stock between day six of the failure to process such request and the date such removal is actually received by the Company.

8.Exchange and Registry of Warrant.

This Warrant is exchangeable, upon the surrender hereof by the registered Holder at the office of the Company, for a new Warrant or Warrants aggregating the total Warrant Shares of the surrendered Warrant of like tenor and dated as of such exchange. The Company shall maintain at its office a registry showing the name and address of the registered Holder of this Warrant. This Warrant may be surrendered for exchange, transfer, or exercise, in accordance with its terms, at such office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

9.Loss, Theft, Destruction, or Mutilation of Warrant.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and in case of loss, theft, or destruction, of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor (but with no additional rights or obligations) and dated as of such cancellation, in lieu of this Warrant.

10.Saturdays, Sundays, Holidays, etc.

If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday, or legal holiday.

11.Cash Distributions.

No adjustment on account of cash dividends or interest on the Company’s Common Stock or Other Securities that may become purchasable hereunder will be made to the Exercise Price under this Warrant.

12.Consolidation, Merger, or Sale of the Company.

If the Company is a party to a consolidation, merger, or transfer of assets pursuant to which the shares of Common Stock are converted into or exchanged for securities of another Person, cash or other assets, the successor corporation (or corporation controlling the successor corporation or the Company, as the case may be) shall by operation of law assume the Company’s obligations under this Warrant. Upon consummation of such transaction, the Warrants shall automatically become exercisable for the kind and amount of securities, cash, or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, or transfer if the holder had exercised the Warrant immediately before the effective date of such transaction. As a condition to the consummation of such transaction, the Company shall arrange for the Person obligated to issue securities or deliver cash or other assets upon exercise of the Warrant to, concurrently with the consummation of such transaction, assume the Company’s obligations hereunder by executing an instrument so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section 12.

13.Adjustments for Stock Splits, Combinations, etc.

The number of shares and class of capital stock purchasable under this Warrant are subject to adjustment from time to time as set forth in this Section 13.

(a) Adjustment for change in capital stock. If the Company:

(i)pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock;

(ii)subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)combines its outstanding shares of Common Stock into a smaller number of shares;

(iv)makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(v) issues by reclassification of its shares of Common Stock any shares of its capital stock;

then the number and classes of shares purchasable upon exercise of each Warrant in effect immediately prior to such action shall be adjusted so that the holder of any Warrant thereafter exercised may receive the number and classes of shares of capital stock of the Company which such holder would have owned immediately following such action if such holder had exercised the Warrant immediately prior to such action.

For such a dividend or distribution, the adjustment shall become effective immediately after the record date for the dividend or distribution. For such a subdivision, combination, or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination, or reclassification.

If after an adjustment the Holder, upon exercise of a Warrant, may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company shall in good faith determine the allocation of the adjusted Exercise Price between or among the classes of capital stock. After such allocation, that portion of the Exercise Price applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Warrant. Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 13(a), a Warrant may only be exercised in full by payment of the entire Exercise Price currently in effect.

(b) The Company will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 13 and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holders of this Warrant against impairment.

14.Certificate as to Adjustments.

In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number

of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and any Warrant agent of the Company.

15.Reservation of Stock Issuable on Exercise of Warrant.

The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.

16.Assignment; Exchange of Warrant.

This Warrant, and the rights evidenced hereby, may not be transferred without the prior written consent of the Company which may be withheld in the sole and absolute discretion of the Company and compliance with applicable securities laws. As a condition precedent to the Company considering whether to consent to a transfer, the Holder shall deliver to the Company a legal opinion from the Holder’s counsel that such transfer is exempt from the registration requirements of applicable securities laws at the Holder’s expense. If the Company consents to the proposed transfer, upon surrender for exchange of this Warrant, together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws and payment by the Holder of any applicable transfer taxes, the Company will issue and deliver to or on the order of the Holder a new Warrant of like tenor, in the name of the Holder and/or the transferee(s) specified (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of Warrant Shares called for on the face or faces of the Warrant so surrendered by the Holder; and provided further, that upon any such transfer, the Company may require, as a condition thereto, that the Transferee execute an appropriate investment representation as may be reasonably required by the Company.

17.Notices.

Any notice, request, instruction, or other document required by the terms of this Note, or deemed by any of the Parties hereto to be desirable, to be given to any other Party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by electronic transmission to the addresses of the Parties set forth in the Loan Agreement. The persons and addresses set forth in the Notice provision of the Loan Agreement may be changed from time to time by a notice sent as aforesaid. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by electronic mail transmission in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of delivery if between the hours of 9:00 a.m. and 5:00 p.m. Pacific time on a business day (“business hours”) and if not during business hours, at 9:00 a.m. on the next business day following delivery, provided a delivery confirmation is obtained by the sender.

18.Notices of Record Date.

In case,

(a) The Company takes a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase any shares of stock of any class or to receive a dividend, distribution, or any other rights;

(b) There is any capital reorganization of the Company, reclassification of the capital stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or consolidation or merger of the Company with or into another corporation which does not constitute a sale of the Company; or

then, and in any such case, the Company shall cause to be mailed to the Holder, at least 10 business days prior to the date hereinafter specified, a notice stating the date on which (i) a record is to be taken for the purpose of such dividend, distribution or rights, or (ii) such reclassification, reorganization, consolidation, merger, dissolution, liquidation, or winding up is to take place and the date, if any is to be fixed, as of which holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, dissolution, liquidation, or winding up.

19.Amendments and Supplements.

The Company may from time to time supplement or amend this Warrant without the approval of any Holders in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision, or to make any other provisions in regard to matters or questions herein arising hereunder which the Company may deem necessary or desirable and which shall not materially adversely affect the interest of the Holder. All other supplements or amendments to this Warrant must be signed by the party against whom such supplement or amendment is to be enforced.

20.Investment Intent.

Holder represents and warrants to the Company that Holder is acquiring the Warrants for investment and with no present intention of distributing or reselling any of the Warrants.

21.Miscellaneous.

(a) This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. The Company and the Holder hereby submit to the exclusive jurisdiction of any federal or state court located within the

State of Delaware for the resolution of all legal disputes arising under the terms of this Warrant. The Company and the Holder agree to waive trial by jury.

(b) If any action or proceeding is brought by the Company on the one hand or by the Holder on the other hand to enforce or continue any provision of this Warrant, the prevailing party’s costs and expenses, including its reasonable attorneys’ fees, in connection with such action or proceeding shall be paid by the other party.

(c) In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Warrant.

(d) The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect any of the terms hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be executed by its officer thereunto duly authorized as of the date first written above.

COMPANY:

DZS Inc.,

a Delaware corporation

/s/ Charlie Vogt

By: Charlie Vogt

Its: President and CEO

HOLDER:

EDGECO, LLC,

a Wyoming limited liability company

/s/ Ned Abdul

By: Ned Abdul

Its: Manager

[Signature Page to Warrant Agreement]

ANNEX A

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF CERTAIN STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

NOTICE OF EXERCISE

The undersigned hereby elects irrevocably to exercise the within Warrant and to purchase shares of Common Stock of DZS Inc. and hereby makes payment of $ (at a per share exercise price equal to the last closing price for DZS Inc.’s common stock as reflected on Nasdaq.com as of the Issue Date of the Warrant) in payment of the Exercise Price pursuant hereto. Please issue the shares as to which this Warrant is exercised in accordance with the instructions given below.

INSTRUCTIONS FOR REGISTRATION OF SHARES

Name (print)

Address (print)

ASSIGNMENT

FOR VALUE RECEIVED, does hereby sell, assign, and transfer unto , the right to purchase shares of Common Stock of DZS Inc., evidenced by the within Warrant, and does hereby irrevocably constitute and appoint attorney to transfer such right on the books of DZS, Inc., with full power of substitution on the premises.

Dated: , 20___

Signature:

Notice: The signature of Notice of Exercise or Assignment must correspond with the name as written upon the face of the within Warrant in every particular without alteration or enlargement or any change whatsoever.

Execution Version

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 29, 2023 (the “Effective Date”), by and among DZS Inc., a Delaware corporation (the “Company”), and the persons identified on Schedule A hereto (collectively, the “Investors” and each individually, an “Investor”).

WHEREAS, the Company and the Investors are parties to a Warrant Agreement, dated as of December 29, 2023 (the “Warrant Agreement”), pursuant to which the Investors are subscribed for 6,100,000 shares of Common Stock (as defined below) of the Company; and

WHEREAS, in connection with the consummation of the transactions contemplated by the Warrant Agreement, and pursuant to the terms of the Warrant Agreement, the parties desire to enter into this Agreement in order to grant certain registration rights to the Investors as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1.Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Board” means the board of directors of the Company (and any successor governing body of the Company or any successor of the Company).

“Commission” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

“Common Stock” means the common stock, of the Company and any other common equity securities issued by the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation or other corporate reorganization).

“Company” has the meaning set forth in the preamble and includes the Company’s successors by merger, acquisition, reorganization or otherwise.

“Demand Registration” has the meaning set forth in Section 2(b).

“DNI Holder” means a holder of DNI Registrable Securities.

“DNI Registrable Securities” means shares of Common Stock that are registrable under the DNI Registration Rights Agreement.

“DNI Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of September 9, 2016, between the Company and DASAN Networks, Inc., a company incorporated under the laws of Korea, as such agreement may be amended, restated or amended and restated from time to time, including to add additional holders of registrable securities thereunder.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“Investors” has the meaning set forth in the preamble.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Piggyback Registration” has the meaning set forth in Section 3(a).

“Prospectus” means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“Warrant Agreement” has the meaning set forth in the recitals.

“Registrable Securities” means (a) any shares of Common Stock held by the Investors, which shares were received upon the exercise of a Warrant under the Warrant Agreement, or shares of Common Stock issuable upon the exercise of a Warrant under the Warrant Agreement with respect to any remaining Warrant Shares (as defined in the Warrant Agreement) by the Investors at any time, and (b) any shares of Common Stock issued or issuable with respect to any shares described in subsection (a) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization (it being understood that for purposes of this Agreement, a Person shall be

deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement covering such securities has been declared effective by the Commission and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met, (iii) such securities are otherwise transferred and such securities may be resold without subsequent registration under the Securities Act, or (iv) such securities shall have ceased to be outstanding.

“Registration Statement” means any registration statement of the Company which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

“Restatement” means collectively, (a) the review by the Audit Committee of the Company’s Board of Directors of the Company’s accounting for revenue recognition and the extent to which these matters affect the Company’s internal controls over financial reporting, in each case as described in the Company’s filings with the Commission, including the Current Report on Form 8-K filed with the Commission on November 9, 2023, (b) the determination by the Audit Committee of the Board of Directors that the Company’s previously issued (i) unaudited condensed consolidated financial statements as of and for each of the three months ended March 31, 2023, the three months ended March 31, 2022, the three and six months ended June 30, 2022 and the three and nine months ended September 30, 2022 and (ii) audited condensed consolidated financial statements as of and for the year ended December 31, 2022, should no longer be relied upon and should be restated due to accounting errors, and (c) the Company’s restatement of the foregoing financial statements and the notes thereto in amendments to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2023, the three months ended March 31, 2022, the three and six months ended June 30, 2022 and the three and nine months ended September 30, 2022, and amendment of, among other related disclosures, its Management’s Discussion and Analysis of Financial Condition and Results of Operations for the applicable periods in the foregoing reports, together with any other restatement determined by the Audit Committee of the Board of Directors pursuant to the review described in paragraph (a) hereof.

“Rule 144” means Rule 144 promulgated under the Securities Act or any successor rule thereto or any complementary rule thereto (such as Rule 144A).

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any holder of Registrable Securities, except for the reasonable fees and

disbursements of counsel for the holders of Registrable Securities required to be paid by the Company pursuant to Section 6.

“Short-Form Registrations” has the meaning set forth in Section 2(a).

2.Demand Registration. Following request by the Investors, which request shall not be earlier than ten days after the Company is eligible to file a registration statement on Form S-3, the Company will be obligated to file a registration statement on Form S-3 covering the public sale of Registrable Securities, and the Company will cause such shares to be registered under the Securities Act in accordance with the following provisions of this Section 2.

(a)The Company shall use its reasonable best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3, the holders of Registrable Securities shall have the right to request an unlimited number of registrations of their Registrable Securities on Form S-3 or any similar short-form registration (each a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”); provided, however, that the Company shall in no event be required to effect more than two Demand Registrations in any 12-month period. Each request for a Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have 10 days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-3 (or any successor form) to be filed within 45 days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter.

(b)The Company shall not be obligated to effect any Demand Registration within 30 days after the effective date of a previous Demand Registration or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register Registrable Securities and sold all of the Registrable Securities requested to be included therein. The Company may postpone for up to 45 days during any period of 12 consecutive months the filing or effectiveness of a Registration Statement for a Demand Registration, or otherwise suspend the registration rights of the Investors hereunder and/or require the Investors to suspend use of any resale prospectus included in any registration statement if the Company’s Board determines in its reasonable good faith judgment that such Demand Registration, registration rights or use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the holders of a majority of the Registrable Securities initiating such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration

expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any period of 12 consecutive months.

(c)If the holders of the Registrable Securities initially requesting a Demand Registration elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a), and the Company shall include such information in its notice to the other holders of Registrable Securities. If a requested Demand Registration involves an underwritten offering, the holders of a majority of the Registrable Securities initially requesting such Demand Registration shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed.

(d)Except for DNI Registrable Securities, the Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in such registration, which consent shall not be unreasonably withheld or delayed. If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion the number of shares of Common Stock proposed to be included in the Demand Registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration (i) first, the number of shares of Common Stock that the holders of Registrable Securities and the DNI Holders propose to sell, allocated pro rata among all such holders on the basis of the number of Registrable Securities or DNI Registrable Securities owned by each such holder (on a fully diluted, as converted basis) or in such manner as they may otherwise agree, and (ii) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder.

3.Piggyback Registration.

(a)Whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Registrable Securities (a

“Piggyback Registration”), the Company shall give prompt written notice (in any event no later than twenty (20) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2 of this Agreement.

(b)If a Piggyback Registration is initiated as an underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, including the DNI Holders, and the holders of Registrable Securities pursuant to this Agreement, allocated pro rata among all such holders on the basis of the number of Registrable Securities or other registrable securities, including the DNI Registrable Securities, owned by each such holder (on a fully diluted, as converted basis) or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than Persons with such contractual, incidental registration rights), allocated among such holders in such manner as they may agree.

(c)If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the managing underwriter or underwriters in connection with such offering.

4.Lock-up Agreement. Each holder of Registrable Securities agrees that in connection with any public offering of the Company’s Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder shall not, without the prior written consent of such managing underwriter, during the 30 days prior to the effective date of such registration and ending on the date specified by such managing underwriter, (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the registration statement for such offering, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this

Section 4 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a), or Section 3(a), and shall be applicable to the holders of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than 10% of the Company’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing, or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter or the Company permits any discretionary waiver or termination of the restrictions of such lock-up agreement pertaining to any officer, director or holder of greater than 10% of the outstanding Common Stock.

5.Registration Procedures. If and whenever the holders of Registrable Securities request that any Registrable Securities be registered pursuant to the provisions of this Agreement, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as practicable:

(a)Subject to Section 2(a), prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective;

(b)Prepare and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than 180 days, or if earlier, until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;

(c)Within a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto, furnish to one counsel selected by holders of a majority of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel;

(d)Notify each selling holder of Registrable Securities, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;

(e)Furnish to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(f)Use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any selling holder requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holders; provided, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 5(f);

(g)Notify each selling holder of such Registrable Securities, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, and, at the request of any such holder, the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(h)Make available for inspection by any selling holder of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such Registration Statement;

(i)Provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;

(j)Use its reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed, on a national securities exchange selected by the holders of a majority of such Registrable Securities;

(k)In connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities);

(l)Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder) no later than thirty (30) days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement,

which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; and

(m)Furnish to each selling holder of Registrable Securities and each underwriter, if any, with (i) a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten public offerings; and (ii) a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten public offerings;

(n)Without limiting Section 5(f) above, use its reasonable best efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;

(o)Notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;

(p)Advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(q)Permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;

(r)Otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

6.Expenses. All expenses (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities, including, without limitation, all registration and filing fees, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration, fees and expenses of complying with securities and “blue sky” laws, printing expenses, fees and expenses of the Company’s counsel and accountants and fees and expenses of one counsel for the holders of Registrable Securities

participating in such registration as a group (selected by, in the case of a registration under Section 2(a), the holders of a majority of the Registrable Securities initially requesting such registration, and, in the case of all other registrations hereunder, the holders of a majority of the Registrable Securities included in the registration), shall be paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Agreement shall be borne and paid by the holders of such Registrable Securities, in proportion to the number of Registrable Securities registered for each such holder.

7.Indemnification.

(a)The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, such holder’s officers, directors, managers, members, partners, stockholders and Affiliates, each underwriter, broker or any other Person acting on behalf of such holder of Registrable Securities and each other Person, if any, who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder’s failure to deliver a copy of the Registration Statement, Prospectus, free-writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such holder with a sufficient number of copies of the same prior to any written confirmation of the sale of Registrable Securities.

(b)In connection with any registration in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of Registrable Securities and each Person who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities

Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder; provided, that the obligation to indemnify shall be several, not joint and several, for each holder and shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such holder from the sale of Registrable Securities pursuant to such Registration Statement.

(c)Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 7, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party.

(d)If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as

is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any Person.

8.Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s ownership of its shares of Common Stock to be sold in the offering and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7.

9.Rule 144 Compliance. With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), from and after the date on which (i) the Company shall have completed the Restatement and (ii) is current with respect to the filing with the Commission of all Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, the Company shall:

(a)Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

(b)Use reasonable best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, at any time after the Company has become subject to such reporting requirements; and

(c)Furnish to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting

requirements of Rule 144 under the Securities Act and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such holder may request in connection with the sale of Registrable Securities without registration.

10.Preservation of Rights. Except with respect to the DNI Registration Rights Agreement, the Company shall not (a) grant any registration rights to third parties which are more favourable than or inconsistent with the rights granted hereunder, or (b) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the holders of Registrable Securities in this Agreement.

11.Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Section 6 and Section 7 shall survive any such termination.

12.Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12).


If to the Company:			DZS Inc. 5700 Tennyson Pkwy, Ste. 400 Plano, TX 75024 Attention: Justin Ferguson Email: justin.ferguson@dzsi.com
with a copy to:			Baker Botts L.L.P. 2001 Ross Avenue Dallas, Texas 75201-2980 Attention: Preston Bernhisel Email: preston.bernhisel@bakerbotts.com
If to any Investor, to such Investor’s address as set forth in the register of stockholders maintained by the Company.

13.Entire Agreement. This Agreement, together with the Warrant Agreement and any related exhibits and schedules thereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Warrant Agreement, the terms and conditions of this Agreement shall control.

14.Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each Investor may assign its rights hereunder to any purchaser or transferee of Registrable Securities; provided, that such purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to execute a counterpart to this Agreement agreeing to be treated as an Investor whereupon such purchaser or transferee shall have the benefits of, and shall be subject to the restrictions contained in, this Agreement as if such purchaser or transferee was originally included in the definition of an Investor herein and had originally been a party hereto.

15.No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

16.Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

17.Amendment, Modification and Waiver. Except as otherwise provided herein, the provisions of this Agreement may only be amended, modified, supplemented or waived with the prior written consent of the Company and the holders of a majority of the Registrable Securities. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

18.Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

19.Remedies. Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

20.Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to

any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

21.Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 21.

22.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement on the Effective Date.

INVESTOR:

EdgeCo, LLC,

a Wyoming limited liability company

/s/ Ned Abdul

By: Ned Abdul

Its: Manager

COMPANY:

DZS Inc.,

a Delaware corporation

/s/ Charlie Vogt

By: Charlie Vogt

Its: President and CEO

[Signature Page to Registration Rights Agreement]

SCHEDULE A

INVESTOR LIST

1.EdgeCo, LLC, a Wyoming limited liability company

Execution Version

SECURITIES PURCHASE AGREEMENT

by and among

DZS INC.

and

IV GLOBAL FUND NO. 4

Table of Contents


ARTICLE I DEFINITIONS			1
Section 1.01 Definitions			1
Section 1.02 Accounting Procedures and Interpretation			4
ARTICLE II AGREEMENT TO SELL AND PURCHASE			4
Section 2.01 Sale and Purchase			4
Section 2.02 Closing			4
Section 2.03 Conditions to Closing.			5
Section 2.04 Company Deliveries			6
Section 2.05 Purchaser’s Deliveries			7
ARTICLE III REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY			7
Section 3.01 Existence			7
Section 3.02 Capitalization and Valid Issuance of Purchased Shares.			7
Section 3.03 Litigation			8
Section 3.04 No Conflicts; Compliance with Laws			8
Section 3.05 Authority, Enforceability			9
Section 3.06 Approvals			9
Section 3.07 Investment Company Status			9
Section 3.08 Certain Fees			9
Section 3.09 No Side Agreements			9
Section 3.10 Insurance			10
Section 3.11 No Registration			10
Section 3.12 Post-Closing Covenant			10
ARTICLE IV REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER			10
Section 4.01 Existence			10
Section 4.02 Authorization, Enforceability			11
Section 4.03 No Breach			11
Section 4.04 Certain Fees			11
Section 4.05 No Side Agreements			11
Section 4.06 Lock-Up Agreement			11
Section 4.07 Investment			12
Section 4.08 Nature of Purchaser			12
Section 4.09 Restricted Securities			12
Section 4.10 Reliance by the Company			13
Section 4.11 Legend			13
Section 4.12 Company Information			13
Section 4.13 Short Selling			14


Section 4.14 Sufficient Funds			14
ARTICLE V INDEMNIFICATION, COSTS AND EXPENSES			14
Section 5.01 Indemnification by the Company			14
Section 5.02 Indemnification by the Purchaser			14
Section 5.03 Indemnification Procedure			15
Section 5.04 Limitation on Damages			15
ARTICLE VI MISCELLANEOUS			16
Section 6.01 Interpretation			16
Section 6.02 Survival of Provisions			16
Section 6.03 No Waiver; Modifications in Writing			16
Section 6.04 Binding Effect; Assignment			17
Section 6.05 Non-Disclosure			17
Section 6.06 Communications			17
Section 6.07 Entire Agreement			18
Section 6.08 Governing Law			18
Section 6.09 Waiver of Jury Trial			19
Section 6.10 Execution in Counterparts			19
Section 6.11 Termination			19

Exhibit A — Form of Registration Rights Agreement

Exhibit B — Form of Opinion of Baker Botts L.L.P.

SECURITES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT, dated as of December 29, 2023 (this “Agreement”), is by and between DZS INC., a Delaware corporation (the “Company”), and IV GLOBAL FUND NO. 4, a Korean limited partnership (the “Purchaser”).

WHEREAS, the Company desires to sell to the Purchaser, and the Purchaser desires to purchase from the Company, certain shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in accordance with the provisions of this Agreement; and

WHEREAS, the Company and the Purchaser will enter into a registration rights agreement (the “Registration Rights Agreement”), substantially in the form attached hereto as Exhibit A, pursuant to which the Company will provide the Purchaser with certain registration rights with respect to the shares of Common Stock.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Purchaser hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Affiliate” means, with respect to a specified Person, any other Person, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by,” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the introductory paragraph.

“Articles of Incorporation” means the Restated Certificate of Incorporation of the Company, as amended through February 28, 2017, and as amended by (i) the Certificate of Amendment of Restated Certificate of Incorporation, dated August 26, 2020 and (ii) the Certificate of Amendment to the Restated Certificate of Incorporation, dated June 1, 2023.

“Basic Documents” means, collectively, this Agreement, the Registration Rights Agreement and any and all other agreements or instruments executed and delivered to the Purchaser by the Company or any Subsidiary of the Company hereunder or thereunder.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or the State of Texas are authorized or required by law or other governmental action to close.

“Bylaws” means the Amended and Restated Bylaws of the Company.

“Closing” shall have the meaning specified in Section 2.02.

“Closing Date” shall have the meaning specified in Section 2.02.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” has the meaning set forth in the recitals.

“Company” has the meaning set forth in the introductory paragraph.

“Company Parties” means the Company and all of the Company’s Subsidiaries.

“Company Related Parties” shall have the meaning specified in Section 5.02.

“Company SEC Documents” shall have the meaning specified in Section 3.03.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.

“Governmental Authority” means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person’s Property is located, or which exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company means a Governmental Authority having jurisdiction over the Company, its Subsidiaries or any of their respective Properties.

“Indemnified Party” shall have the meaning specified in Section 5.03.

“Indemnifying Party” shall have the meaning specified in Section 5.03.

“Knowledge” means, in the case of the Company, the actual knowledge of Charlie Vogt and Misty Kawecki.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

“Lien” means any mortgage, claim, encumbrance, pledge, lien (statutory or otherwise), security agreement, conditional sale or trust receipt or a lease, consignment or bailment, preference or priority or other encumbrance upon or with respect to any Property of any kind.

“Material Adverse Effect” means any material and adverse effect on (a) the assets, liabilities, financial condition, business, operations or affairs of the Company and its Subsidiaries taken as a whole or (b) the ability of the Company to consummate the transactions under any Basic Document; provided, however, that a Material Adverse Effect shall not include any material and adverse effect on the foregoing to the extent such material and

adverse effect results from, arises out of, or relates to (i) a general deterioration in the economy or changes in the general state of the industries in which the Company Parties operate, except to the extent that the Company Parties, taken as a whole, are adversely affected in a disproportionate manner as compared to other industry participants, (ii) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including acts of terrorism, (iii) acts of God, earthquakes, any weather-related or other force majeure event, or natural disasters; (iv) health conditions (including any epidemic, pandemic, or disease outbreak (including the COVID-19 virus)), including any worsening of such conditions; (v) any action required or permitted by this Agreement; or (vi) any change in accounting requirements or principles imposed upon the Company and its Subsidiaries or their respective businesses or any change in applicable Law, or the interpretation thereof.

“NASDAQ” means the NASDAQ Capital Market.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Purchase Price” means $1.84, which represents the closing price of the Common Stock on NASDAQ on the trading day immediately preceding the date of this Agreement.

“Purchased Shares” means 5,434,783 shares of Common Stock.

“Purchaser Lock-Up Period” shall have the meaning specified in Section 4.06.

“Purchaser Related Parties” shall have the meaning specified in Section 5.01.

“Purchaser” has the meaning set forth in the introductory paragraph of this Agreement.

“Registration Rights Agreement” has the meaning set forth in the recitals.

“Representatives” of any Person means the officers, directors, managers, employees, agents, counsel, accountants, investment bankers and other representatives of such Person.

“Restatement” means, collectively, (a) the determination by the Audit Committee of the Board of Directors that the Company’s previously issued (i) unaudited condensed consolidated financial statements as of and for each of the three months ended March 31, 2023, the three months ended March 31, 2022, the three and six months ended June 30, 2022 and the three and nine months ended September 30, 2022 and (ii) audited condensed consolidated financial statements as of and for the year ended December 31, 2022, should no longer be relied upon and should be restated due to accounting errors, (b) the Company’s intention to restate the foregoing financial statements and the notes thereto in amendments to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2023, the three months ended March 31, 2022, the three and six months

ended June 30, 2022 and the three and nine months ended September 30, 2022, and amend among other related disclosures, its Management’s Discussion and Analysis of Financial Condition and Results of Operations for the applicable periods in the foregoing reports, and (c) the review by the Audit Committee of the Company’s Board of Directors of the Company’s accounting for revenue recognition and the extent to which these matters affect the Company’s internal controls over financial reporting, in each case as described in the Company’s filings with the Commission, including the Current Report on Form 8-K filed with the Commission on November 9, 2023.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Subsidiary” means, as to any Person, any corporation or other entity of which: (i) such Person or a Subsidiary of such Person is a general partner or manager; (ii) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (iii) any corporation or other entity as to which such Person consolidates for accounting purposes.

“Transfer” shall have the meaning specified in Section 4.06.

Section 1.02 Accounting Procedures and Interpretation. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made in accordance with GAAP applied on a consistent basis during the periods involved and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II
AGREEMENT TO SELL AND PURCHASE

Section 2.01 Sale and Purchase. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to the Purchaser, free and clear of any and all Liens, other than transfer restrictions set forth herein or under applicable federal or state securities Laws, and the Purchaser hereby agrees to purchase from the Company the Purchased Shares, and the Purchaser agrees to pay the Company the Purchase Price.

Section 2.02 Closing. Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Purchased Shares hereunder (the “Closing”) shall take place at 9:00 a.m., Central Time, on January 4, 2024 at the offices of Baker Botts L.L.P., 2001 Ross Avenue, Suite 900, Dallas, Texas 75201, or at such other time and date not later than five (5) full Business Days thereafter as the Company and the Purchaser may agree (the “Closing Date”).

Section 2.03 Conditions to Closing.

(a) Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

(i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; and

(ii) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement.

(b) Purchaser’s Conditions. The obligation of the Purchaser to consummate the purchase of the Purchased Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):

(i) since the date of this Agreement, no Material Adverse Effect shall have occurred and be continuing;

(ii) the representations and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);

(iii) the Company shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date; and

(iv) the Company shall have delivered, or caused to be delivered, to the Purchaser at the Closing, the Company’s closing deliveries described in Section 2.04.

(c) The Company’s Conditions. The obligation of the Company to consummate the sale of the Purchased Shares to the Purchaser shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law):

(i) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if made on and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only);

(ii) the Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date; and

(iii) the Purchaser shall have delivered, or caused to be delivered, to the Company the Purchaser’s closing deliveries described in Section 2.05.

Section 2.04 Company Deliveries. At the Closing, subject to the terms and conditions hereof, the Company shall deliver, or cause to be delivered, to the Purchaser:

(a)evidence of the issuance of the Purchased Shares to the Purchaser credited to book-entry accounts maintained by the transfer agent of the Company, bearing the legend or restrictive notation set forth in Section 4.11;

(b)a certificate of the Secretary of State of the State of Delaware, dated a recent date, that the Company is in good standing;

(c)a cross-receipt executed by the Company and delivered to the Purchaser certifying that it has received the Purchase Price as of the Closing Date;

(d)a counterpart of the Registration Rights Agreement in the form attached to this Agreement as Exhibit A duly executed by the Company;

(e)An opinion addressed to the Purchaser from Baker Botts L.L.P., legal counsel to the Company, dated as of the Closing Date, in the form and substance attached hereto as Exhibit B;

(f)A certificate of the Secretary or Assistant Secretary of the Company, on behalf of the Company, certifying as to and attaching (1) the Articles of Incorporation and Bylaws, (2) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Shares and (3) its incumbent officers authorized to execute the Basic Documents, setting forth the name and title and bearing the signatures of such officers; and

(g)A certificate, dated the Closing Date and signed by (x) the Chief Executive Officer and (y) the Chief Financial Officer of the Company, in their capacities as such, stating that:

(i)the Company has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Company on or prior to the Closing Date;

(ii)the representations and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect were true and correct when made and as of the Closing Date and all other representations and warranties were true and correct in all material respects when made and are true and correct in all material respects as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only).

Section 2.05 Purchaser’s Deliveries. At the Closing, subject to the terms and conditions hereof, the Purchaser will deliver, or cause to be delivered, to the Company:

(a)payment to the Company of the Purchase Price by wire transfer of immediately available funds to an account designated by the Company in writing prior to the Closing Date;

(b)a cross-receipt executed by the Purchaser and delivered to the Company certifying that it has received the Purchased Shares as of the Closing Date;

(c)a counterpart of the Registration Rights Agreement duly executed by the Purchaser; and

(d)a certificate, dated the Closing Date and signed by an authorized Representative of the Purchaser, stating that:

(i)the Purchaser has performed and complied, in all material respects, with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Purchaser on or prior to the Closing Date; and

(ii)the representations and warranties of the Purchaser contained in this Agreement are true and correct in all material respects at and as of the Closing Date as if made on and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only).

ARTICLE III
REPRESENTATIONS AND WARRANTIES
RELATED TO THE COMPANY

The Company represents and warrants to and covenants with the Purchaser as follows:

Section 3.01 Existence. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to conduct the business in which it is engaged and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

Section 3.02 Capitalization and Valid Issuance of Purchased Shares.

(a)As of the date of this Agreement, prior to the issuance and sale of the Purchased Shares, as contemplated hereby, the authorized capital stock of the Company consists of 72,000,000 shares of Common Stock and 25,000,000 shares of preferred stock, par value $0.001 per share. At the close of business on December 27, 2023, there were 32,122,048 shares of Common Stock issued and outstanding. There are no shares of preferred stock of the Company, par value $0.001 per share, issued and outstanding. All outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable.

(b)The Purchased Shares will be duly authorized by the Company and, when issued and delivered by the Company in accordance with this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and nonassessable.

(c)Except (i) for the Purchased Shares to be issued pursuant to this Agreement, (ii) for awards in respect of shares of Common Stock issued pursuant to the Company’s or any of its Subsidiaries’ benefit plans (including any employment agreement) and (iii) as disclosed in the

Company SEC Documents or otherwise disclosed in writing to the Purchaser, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of the Company that are binding on the Company are outstanding.

(d)The offering and sale of the Purchased Shares as contemplated by this Agreement do not give rise to any rights for or relating to the registration of any Common Stock or other securities of the Company other than as have been waived (it being understood that the registration of the Purchased Shares pursuant to the Registration Rights Agreement is not included in the foregoing representation).

Section 3.03 Litigation. Except as set forth in the forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents, collectively the “Company SEC Documents”), there is no action, suit, or proceeding pending (including any investigation, litigation or inquiry) or, to the Knowledge of the Company, threatened against or affecting any of the Company Parties or any of their respective officers, directors, properties or assets, which (a) questions the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate the transactions contemplated hereby or (b) (individually or in the aggregate) would be reasonably likely to result in a Material Adverse Effect.

Section 3.04 No Conflicts; Compliance with Laws. The execution, delivery and performance by the Company of the Basic Documents and compliance by the Company with the terms and provisions hereof and thereof, and the issuance and sale by the Company of the Purchased Shares, do not and will not (a) assuming the accuracy of the representations and warranties of the Purchaser contained herein and its compliance with the covenants contained herein, violate any provision of any Law having applicability to the Company or any of its Subsidiaries or any of their respective Properties, (b) conflict with or result in a violation or breach of any provision of the Articles of Incorporation, Bylaws or other organizational documents of the Company or any organizational documents of any of the Company’s Subsidiaries, (c) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, agreement, instrument, obligation, note, bond, mortgage, license, loan or credit agreement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective Properties may be bound, or (d) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clause (a), (c) and (d), where any such conflict, violation, default, breach, termination, cancellation, failure to receive consent, approval or notice, or acceleration with respect to the foregoing provisions of this Section 3.04 would not be, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect.

Section 3.05 Authority, Enforceability. The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under the Basic Documents, and the execution, delivery and performance by the Company of the Basic Documents has been duly authorized by all necessary action; and the Basic Documents constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors’ rights generally or by general principles of equity and except as the rights to indemnification may be limited by applicable law. No approval from the holders of the Common Stock is required in connection with the Company’s issuance and sale of the Purchased Shares to the Purchaser.

Section 3.06 Approvals. Except for the approvals that have already been obtained, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Company of any of the Basic Documents, except where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption from, or to make such filing, declaration, qualification or registration would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Section 3.07 Investment Company Status. The Company is not now, and, after the sale of the Purchased Shares and the application of the net proceeds from such sale will not be, an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.08 Certain Fees. No fees or commissions are or will be payable by the Company to brokers, finders, or investment bankers with respect to the sale of any of the Purchased Shares or the consummation of the transactions contemplated by this Agreement. The Company agrees that it will indemnify and hold harmless the Purchaser from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Company or alleged to have been incurred by the Company in connection with the sale of the Purchased Shares or the consummation of the transactions contemplated by this Agreement.

Section 3.09 No Side Agreements. There are no agreements by, among or between the Company or any of its Affiliates, on the one hand, and the Purchaser or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Basic Documents nor promises or inducements for future transactions between or among any of such parties.

Section 3.10 Insurance. The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged. The Company does not have any reason to believe that it or any Subsidiary will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

Section 3.11 No Registration. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4.07 and Section 4.08, the issuance and sale of the Purchased Shares pursuant to this Agreement is exempt from registration requirements of the Securities Act, and neither the Company nor, to the Knowledge of the Company, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

Section 3.12 Post-Closing Covenant. From and after the Closing Date, the Purchaser shall be entitled, but not required to, designate for appointment by the Board of Directors of the Company (the “Company’s Board”) a nominee to serve as a member of the Company’s Board (the “Purchaser’s Nominee” and such designation right, the “Purchaser’s Designation Right”); provided that the Purchaser’s Nominee shall have the requisite skill and experience to serve as a director of a public company and the Purchaser’s Nominee shall not be prohibited from serving as a member of the Company’s Board pursuant to any rule or regulation of the Commission or the national stock exchange upon which the Company’s common stock is then traded. Upon notification of the name of the Purchaser’s Nominee, the Company shall have 15 days to cause the Company’s Board to appoint the Purchaser’s Nominee to the Company’s Board, which appointment shall be for a class of directors to be designated by the Company’s Board in accordance with the Articles of Incorporation, and to nominate the Purchaser’s Nominee for re-election at the next annual meeting of the Company’s stockholders following such appointment and each subsequent annual meeting at which the applicable class of directors are subject to re-election, and in each case, cause the Company’s Board to recommend that the stockholders of the Company vote in favor of the election of the Purchaser’s Nominee. The Purchaser’s Nominee shall be included under the Company’s D&O insurance coverage. The Purchaser has the right to appoint alternative nominees in the event any Purchaser’s Nominee resigns from the Board of Directors of the Company. The Purchaser’s Designation Right shall continue until the Purchaser’s ownership of the Common Stock is less than 4.9% of the total outstanding Common Stock of the Company.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES AND COVENANTS
OF THE PURCHASER

The Purchaser hereby represents and warrants and covenants to the Company that:

Section 4.01 Existence. The Purchaser is duly organized and validly existing and in good standing under the laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

Section 4.02 Authorization, Enforceability. The Purchaser has all necessary legal power and authority to enter into, deliver and perform its obligations under this Agreement and the Registration Rights Agreement. The execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary legal action, and no further consent or authorization of the Purchaser is required. This Agreement and the Registration Rights Agreement have been duly executed and delivered by the Purchaser and constitute legal, valid and binding obligations of the Purchaser; provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity and except as the rights to indemnification may be limited by applicable law (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.03 No Breach. The execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby and thereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which the Purchaser is a party or by which the Purchaser is bound or to which any of the Property or assets of the Purchaser is subject, (b) conflict with or result in any violation of the provisions of the organizational documents of the Purchaser, or (c) violate any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Purchaser or the Property or assets of the Purchaser, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement.

Section 4.04 Certain Fees. No fees or commissions are or will be payable by the Purchaser to brokers, finders, or investment bankers with respect to the purchase of any of the Purchased Shares or the consummation of the transactions contemplated by this Agreement. The Purchaser agrees that it will indemnify and hold harmless the Company from and against any and all claims, demands or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Purchaser or alleged to have been incurred by the Purchaser in connection with the purchase of the Purchased Shares or the consummation of the transactions contemplated by this Agreement.

Section 4.05 No Side Agreements. There are no other agreements by, among or between the Purchaser and any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Basic Documents, and there are no promises or inducements for future transactions between or among any of such parties.

Section 4.06 Lock-Up Agreement. Without the prior written consent of the Company, except as specifically provided in this Agreement, the Purchaser will not, during the period commencing on the date hereof and ending six (6) months after the Closing Date (such period, the “Purchaser Lock-Up Period”) (1) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of its Purchased Shares or (2) enter into any swap or other transaction or arrangement that transfers or that is designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, any of the economic consequences of ownership of its Purchased Shares, whether any such transaction described in clause (1) or (2) above (any such transaction described in clauses (1) and (2), a “Transfer”) is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that the Purchaser may transfer its Purchased Shares to an Affiliate of the Purchaser, provided that any such Affiliate transferee agrees to the restrictions

set forth in this Section 4.06 and such transfer complies with applicable federal and state securities Laws.

Section 4.07 Investment. The Purchased Shares are being acquired for the Purchaser’s own account, the account of its Affiliates, or the accounts of clients for whom the Purchaser exercises discretionary investment authority (all of whom the Purchaser hereby represents and warrants are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated by the Commission pursuant to the Securities Act), not as a nominee or agent, and with no present intention of distributing the Purchased Shares, and the Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities Laws of the United States or any state. If the Purchaser should in the future decide to dispose of any of the Purchased Shares, the Purchaser understands and agrees (a) that it may do so only in compliance with the Securities Act and applicable state securities Laws, as then in effect, including a sale contemplated by any registration statement pursuant to which such securities are being offered, or pursuant to an exemption from the Securities Act, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities.

Section 4.08 Nature of Purchaser. The Purchaser represents and warrants to, and covenants and agrees with, the Company that, (a) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

Section 4.09 Restricted Securities. The Purchaser understands that the Purchased Shares are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may not be resold absent registration under the Securities Act or an exemption therefrom. In this connection, the Purchaser represents that it is knowledgeable with respect to Rule 144 under the Securities Act. Without limiting the generality of the foregoing, the Purchaser acknowledges that as a result of the Restatement and the Company’s related failure to file its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2023 and September 30, 2023 within the applicable filing deadlines established by the Commission, which reports have not been filed with the Commission as of the date of this Agreement, the Purchaser may be restricted from transferring any Purchased Shares under Rule 144 under the Securities Act for an extended period of time and potentially may not ever be permitted to transfer the Purchased Shares under such Rule 144. The Purchaser is aware of the provisions of Rule 144 under the Securities Act which permit resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the Company. The Purchaser understands that the current public information referred to above is not now available. The Purchaser acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Purchaser wishes to sell the Purchased Shares, and that, in such event, the Purchaser may be precluded from selling such securities under Rule 144, even if the other applicable requirements of Rule 144 have been satisfied. The Purchaser acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Purchased Shares.

Section 4.10 Reliance by the Company. The Purchaser understands that the Purchased Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities Laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Purchased Shares.

Section 4.11 Legend. The Purchaser understands that the Purchased Shares will bear the following legend:

“These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). These securities may not be sold or offered for sale except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration thereunder, in each case in accordance with all applicable securities Laws of the states or other jurisdictions, and in the case of a transaction exempt from registration, such securities may only be transferred if the transfer agent for such securities has received documentation satisfactory to it that such transaction does not require registration under the Securities Act.”

Section 4.12 Company Information. The Purchaser has been furnished with all materials relating to the business, finances, condition, operations and all other aspects of the Company, including the Restatement, that have been requested by and on behalf of the Purchaser and materials relating to the offer and sale of the Purchased Shares that have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the Company and receive answers from the Company and to seek from the Company such additional information as the Purchaser has deemed necessary to verify the accuracy of any such information furnished or otherwise made available to the Purchaser by or on behalf of the Company. Except for the representations and warranties of the Company expressly contained in Article III, the Purchaser has not relied on any representation or warranty of the Company (nor has any representation or warranty been made, except as contained in Article III) in connection with the Purchaser’s decision to purchase the Purchased Shares or any other investment decision. The Purchaser understands that its purchase of the Purchased Shares involves a high degree of risk. The Purchaser has sought such accounting, legal and tax advise as it has considered necessary to make an informed investment decision with respect to its acquisition of the Purchased Shares.

Section 4.13 Short Selling. The Purchaser has not entered into any short sales of the Common Stock owned by it between the time it first began discussions with the Company about the transactions contemplated by this Agreement and the date hereof (it being understood that the entering into of a total return swap shall not be considered a short sale of Common Stock).

Section 4.14 Sufficient Funds. The Purchaser has available to it as of the date of this Agreement, and will have at the Closing, sufficient funds to enable the Purchaser to pay in full at the Closing the entire amount of the Purchase Price in immediately available cash funds.

ARTICLE V
INDEMNIFICATION, COSTS AND EXPENSES

Section 5.01 Indemnification by the Company. The Company agrees to indemnify the Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of the Company contained herein, provided such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty in accordance with Section 6.02, and provided further that the maximum liability of the Company for any indemnification of the Purchaser and its Purchaser Related Parties hereunder shall not exceed the Purchase Price.

Section 5.02 Indemnification by the Purchaser. The Purchaser agrees to indemnify the Company and its respective Representatives (collectively, “Company Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of the Purchaser contained herein, provided such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty in accordance with Section 6.02, provided, further, that the liability of the Purchaser shall not be greater in amount than the Purchase Price.

Section 5.03 Indemnification Procedure. Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such claim or the commencement of such action, suit or proceeding, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense and employ counsel or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not contain any admission of wrongdoing by, the Indemnified Party.

Section 5.04 Limitation on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PERSON SHALL BE ENTITLED TO LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR ATTRIBUTABLE TO ANY BREACHES OF ANY COVENANTS OR AGREEMENTS OF ANY PARTY HEREUNDER AND THE PURCHASER AND THE COMPANY, FOR ITSELF AND ON BEHALF OF THE APPLICABLE INDEMNIFIED PARTIES, HEREBY EXPRESSLY WAIVES ANY RIGHT TO LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR ATTRIBUTABLE TO ANY BREACHES OF ANY COVENANTS OR AGREEMENTS OF ANY PARTY HEREUNDER, OTHER THAN CONSEQUENTIAL DAMAGES OR PUNITIVE DAMAGES SUFFERED BY ANY THIRD PARTY FOR WHICH RESPONSIBILITY IS ALLOCATED AMONG THE PARTIES UNDER THE TERMS HEREOF.

ARTICLE VI
MISCELLANEOUS

Section 6.01 Interpretation. Article, Section, Schedule, and Exhibit references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever the Company has an obligation under the Basic Documents, the expense of complying with that obligation shall be an expense of the Company unless otherwise specified. If any provision in the Basic Documents is held to be illegal, invalid, not binding, or unenforceable, such provision shall be fully severable and the Basic Documents shall be construed and enforced as if such illegal, invalid, not binding, or unenforceable provision had never comprised a part of the Basic Documents, and the remaining provisions shall remain in full force and effect.

Section 6.02 Survival of Provisions. The representations and warranties set forth in Sections 3.01, 3.02, 3.06, 3.08, 3.09, 4.02 and 4.04 hereunder shall survive the execution and delivery of this Agreement indefinitely, and the other representations and warranties set forth herein shall survive for a period of twelve (12) months following the Closing Date regardless of any investigation made by or on behalf of the Company or the Purchaser. The covenants made in this Agreement or any other Basic Document shall survive the Closing of the transactions described herein and remain operative and in full force and effect regardless of acceptance of any of the Purchased Shares and payment therefor and repayment or repurchase thereof. All indemnification obligations of the Company and the Purchaser and the provisions of Article V shall remain operative and in full force and effect unless such obligations are expressly terminated in a writing referencing that individual Section, regardless of any purported general termination of this Agreement.

Section 6.03 No Waiver; Modifications in Writing.

(a)Delay. No failure or delay on the part of any party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

(b)Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification, or termination of any provision of this Agreement or any other Basic Document shall be effective unless signed by each of the parties hereto or thereto affected by such amendment, waiver, consent, modification, or termination. Any amendment, supplement or modification of or to any provision of this Agreement or any other Basic Document, any waiver of any provision of this Agreement or any other Basic Document, and any consent to any departure by the Company from the terms of any provision of this Agreement or any other Basic Document shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

Section 6.04 Binding Effect; Assignment.

(a)Binding Effect. This Agreement shall be binding upon the Company, the Purchaser, and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

(b)Assignment of Rights. All or any portion of the rights and obligations of the Purchaser under this Agreement may be transferred by the Purchaser to any Affiliate of the Purchaser without the consent of the Company. No portion of the rights and obligations of the Purchaser under this Agreement may be transferred by the Purchaser to a non-Affiliate without the written consent of the Company.

Section 6.05 Non-Disclosure. Notwithstanding anything herein to the contrary, to the extent that the Purchaser has executed or is otherwise bound by a confidentiality agreement in favor of the Company, the Purchaser shall continue to be bound by such confidentiality agreement in accordance with the terms thereof. Other than the Current Reports on Form 8-K to be fined and any other disclosure required by the Commission, NASDAQ or any Governmental Authority, in each case, in connection with this Agreement, the Company, its respective Subsidiaries and any of their respective Representatives shall disclose the identity of, or any other information concerning, the Purchaser or any of its Affiliates only after providing the Purchaser a reasonable opportunity to review and comment on such disclosure; provided, however, that nothing in this Section 6.05 shall delay any required filing or other disclosure with the Commission, NASDAQ or any Governmental Authority or otherwise hinder the Company, its respective Subsidiaries or their Representatives’ ability to timely comply with all laws or rules and regulations of the Commission, NASDAQ or other Governmental Authority.

Section 6.06 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery or personal delivery to the following addresses:

(a)If to Purchaser:

IV GLOBAL FUND NO. 4

5F A43, 11 Yeouidaebang-ro 67 gil.

Yeongdeungpo-gu, Seoul, Republic of Korea 07553

Attention: Kyungwook Kam

Email: kyle.kam@cginvites.com

Fax: +82-2-6265-1618

with a copy (which will not constitute notice) to:

Lawfirm Woorinuri

2F 23, Seocho-daero 53 gil

Seocho-gu, Seoul, Republic of Korea 06604

Attention: Moohan Kim

Email: mhkim.wlaw@gmail.com

Fax : +82-2-3288-0158

(b)If to the Company:

DZS Inc.

5700 Tennyson Parkway, Suite 400

Plano, Texas 75024

Attention: Justin Ferguson

Email: justin.ferguson@dzsi.com

with a copy (which will not constitute notice) to:

Baker Botts L.L.P.

2001 Ross Avenue

Dallas, Texas 75201-2980

Attention: Preston Bernhisel

Email: preston.bernhisel@bakerbotts.com

or to such other address as the Company or the Purchaser may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the overnight courier copy, if sent via facsimile; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 6.07 Entire Agreement. This Agreement, the other Basic Documents and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or the other Basic Documents with respect to the rights granted by the Company or any of its Affiliates or the Purchaser or any of its Affiliates set forth herein or therein. This Agreement, the other Basic Documents and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 6.08 Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws.

Section 6.09 Waiver of Jury Trial. Each party to this Agreement irrevocably waives the right to a trial by jury in connection with any matter arising out of this Agreement to the fullest extent permitted by applicable law.

Section 6.10 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or .pdf attachment to electronic mail shall be effective as delivery of a manually executed counterpart to this Agreement.

Section 6.11 Termination.

(a)Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time at or prior to the Closing (i) by the Purchaser upon a breach in any material respect by the Company of any covenant or agreement set forth in this Agreement or (ii) by the mutual written agreement of the Company and the Purchaser.

(b)Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate at any time at or prior to the Closing if a statute, rule, order, decree or regulation shall have been enacted or promulgated, or if any action shall have been taken by any Governmental Authority of competent jurisdiction that permanently restrains, permanently precludes, permanently enjoins or otherwise permanently prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal.

(c)In the event of the termination of this Agreement as provided in this Section 6.11, this Agreement shall forthwith become null and void. In the event of such termination, there shall be no liability on the part of any party hereto, except as set forth in Article V of this Agreement.

[Signature Pages Follow.]

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

DZS INC.

By: /s/ Justin Ferguson

Justin Ferguson

Chief Legal Officer

[Signature Page to Securities Purchase Agreement]

IV GLOBAL FUND NO. 4

By: Invites Ventures Co., Ltd., its General Partner

By: /s/ Paul Choi

Name: Paul Choi

Title: CEO

[Signature Page to Securities Purchase Agreement]

Execution Version

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of January 3, 2024 (this “Agreement”), is by and among DZS Inc., a Delaware corporation (the “Company”), DASAN Networks, Inc., a company incorporated under the laws of Korea (“DNI”), and IV Global Fund No. 4, a Korean limited partnership (“IV” and collectively with DNI, the “Stockholders”).

WHEREAS, the Company and DNI previously entered into that certain Agreement and Plan of Merger, dated as of April 11, 2016, with Dragon Acquisition Corporation, a Delaware corporation, and Dasan Network Solutions, Inc., a California corporation, pursuant to which the Company issued to DNI 47,465,082 shares of the Company’s common stock, US$0.001 par value per share (the “Existing Shares”);

WHEREAS, on September 9, 2016, the Company and DNI entered into that certain Registration Rights Agreement (the “Prior Registration Rights Agreement”);

WHEREAS, the Company and the Stockholders entered into that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of December 29, 2023, pursuant to which the Company issued to IV 5,434,783 shares of the Company’s common stock, US$0.001 par value per share (together with the Existing Shares, the “Shares”); and

WHEREAS, the Company and the Stockholders desire to enter into this amendment and restatement of the Prior Registration Rights Agreement pursuant to Section 8 of the Prior Registration Rights Agreement in order to add IV as a party hereto and to grant the Stockholders the registration rights contained herein with respect to the Shares.

NOW, THEREFORE, in consideration of the mutual conditions and agreement set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“Lock-Up Period” shall mean the Purchaser Lock-Up Period, as defined in the Securities Purchase Agreement.

“Material Disclosure Event” means, as of any date of determination, any pending or imminent event relating to the Company or any of its subsidiaries, which, in the good faith determination of the Company: (i) requires disclosure of material, non-public information relating to such event in any registration statement or related prospectus (including documents incorporated by reference therein) so that such registration statement would not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, (ii) is otherwise not required to be publicly disclosed at that time (e.g., on Forms 10-K, 8-K, or 10-Q) under applicable federal or state securities laws and (iii) if publicly disclosed at the time of such event, could reasonably be expected to have a material adverse effect on the business, financial condition or prospects of the Company and its subsidiaries or would materially adversely affect a pending or proposed acquisition, merger, recapitalization,

consolidation, reorganization, financing or similar transaction, or negotiations with respect thereto.

“Person” shall mean an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a limited liability company or partnership, a government and any agency or political subdivision thereof.

“Registrable Securities” shall mean the Shares, as well as any of the Company’s securities that may be issued or distributed in respect of the Shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization or other reorganization of the Company; provided, that such Shares or other securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such Registrable Securities shall have become effective under the Securities Act and such Registrable Securities shall have been disposed of in accordance with such registration statement; (ii) such Registrable Securities shall have been sold in accordance with Rule 144 (or any successor provision) under the Securities Act in a transaction where the restrictive legend is removed from such Shares; (iii) such Registrable Securities shall have become eligible to be publicly sold without limitation as to amount or manner of sale pursuant to Rule 144 (or any successor provision) under the Securities Act or (iv) such Registrable Securities shall have ceased to be outstanding.

“SEC” shall mean the United States Securities and Exchange Commission, or any other federal agency administering the Securities Act and the Exchange Act at the time.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

2.Shelf Registration.

(a)The Company shall use commercially reasonable efforts to prepare and file with the SEC, within 60 days following the request of a Stockholder with respect to any Registrable Securities, which request shall not be earlier than ten days after the Company is eligible to file a registration statement on Form S-3, one or more registration statements under the Securities Act for the offer and sale from time to time on a continuous or delayed basis of such Registrable Securities (each, a “Shelf Registration Statement”); provided, that the Company shall not be required to file a Shelf Registration Statement prior to the expiration of the Lock-Up Period. Such request shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such Stockholder. The Company shall file each such Shelf Registration Statement on Form S-3. Subject to the provisions contained in Sections 9 and 10 hereof, the Company shall use commercially reasonable efforts to cause each such Shelf Registration Statement to be declared effective by the SEC or to otherwise become effective as soon as practicable after the filing thereof. Following receipt of any such request to file a Shelf Registration Statement, the Company shall promptly (but in no event later than 10 days following receipt thereof) deliver notice of such request to all the other Stockholders who shall then have 10 days from the date such notice is given to notify the Company in writing of its desire to be included in such registration.

(b)Notwithstanding the foregoing, subject to the Company’s compliance with its obligations under Section 4 hereof, (x) the Company shall not be obligated to take any action to effect a Shelf Registration Statement during the period commencing with the Company’s issuance of a notice of a proposed registration of an underwritten offering of equity securities (or the filing of an initial prospectus supplement to a registration statement for an underwritten offering of equity securities) of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form, or on Form S-8 or any successor form relating

solely to securities issued pursuant to any benefit plan) to the Stockholders pursuant to Section 4(a) hereof, continuing while the Company uses commercially reasonable efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 60 days immediately following the Company’s issuance of the notice of such proposed registered underwritten offering pursuant to Section 4(a) hereof, unless, within such 60-day period, the Company shall have filed the registration statement or prospectus supplement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling a Stockholder to sell its Registrable Securities then registered pursuant to the Shelf Registration Statement; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement or amendment to registration statement pertaining to such underwritten offering or, if applicable, 90 days immediately following the date of the final prospectus supplement to a registration statement pertaining to such underwritten offering; and (y) subject to Section 10, the Company will not be obligated to take any action to effect any amendment to the Shelf Registration Statement during the period commencing on the effective date of a registration statement or amendment to registration statement for an underwritten offering of equity securities (or the filing of the final prospectus supplement to a registration statement for an underwritten offering of equity securities) of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form, or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement or amendment to registration statement pertaining to such underwritten offering or, if applicable, 90 days immediately following the date of the final prospectus supplement to a registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 4(a) hereof and subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registered underwritten offering of equity securities of the Company for its own account pursuant to Section 4(a) hereof during any period in which a registration request pursuant to Section 2(a) is outstanding unless and until such amendment to the Shelf Registration Statement or such Shelf Registration Statement is first declared effective by the SEC or otherwise becomes effective.

(c)The Company shall (i) cause each such Shelf Registration Statement to include a resale prospectus intended to permit the Stockholders to sell, at the Stockholders’ election, all or part of the Registrable Securities held by the Stockholders without restriction, (ii) use its commercially reasonable efforts to prepare and file with the SEC such supplements, amendments and post-effective amendments to each such Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement continuously effective (subject to any Black-Out Period(s) referred to below) for so long as the securities registered thereunder constitute Registrable Securities, and (iii) use its commercially reasonable efforts to cause the resale prospectus to be supplemented by any required prospectus supplement (subject to any Black-Out Period(s) referred to below).

3.Demand Registration.

(a)At any time and from time to time, a Stockholder may request that the Company effect the registration under the Securities Act of a specified number of Registrable Securities held by such Stockholder (a “Demand Registration”); provided, however, that the Company shall in no event be required (x) to effect more than two Demand Registrations in any 12-month period or (y) to effect a Demand Registration prior to the expiration of the Lock-Up Period. The Company will use commercially reasonable efforts to expeditiously effect (but in any event no later than 60 days after such request) the registration of such portion of the Stockholder’s Registrable Securities as requested by such Stockholder, but only to the extent provided for in

this Agreement. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 3 (i) within 90 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Stockholders shall have been entitled to join pursuant to Section 4 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested or (ii) if a Shelf Registration Statement is then effective and such Shelf Registration Statement may be utilized by the Stockholders for the offering and sale of all Registrable Securities then held by the Stockholders without a requirement under SEC rules and regulations for a post-effective amendment thereto. A registration will not count as a requested registration under this Section 3(a) unless and until the registration statement relating to such registration has been declared effective by the SEC; provided, however, that the Stockholders may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 3(a) but has not yet been declared effective, and may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or request that the Company file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 3(a).

(b)If a requested Demand Registration involves an underwritten public offering, (i) the managing underwriter shall be chosen by the Stockholders, collectively, or if only one Stockholder is participating in such offering, by the applicable Stockholder with the approval of the Company (which approval will not be unreasonably withheld or delayed) and (ii) no securities to be sold for the account of any Person (including the Company) other than the Stockholders shall be included in the Demand Registration unless the managing underwriter advises the Stockholders in writing that the inclusion of such securities is not anticipated to have an adverse effect on the price or success of such offering.

4.Piggyback Registration.

(a)If the Company at any time after the Lock-Up Period proposes to register any of its securities under the Securities Act for sale to the public (except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to the Stockholders of its intention to do so. Upon the written request of a Stockholder, given within 20 days after receipt by such Stockholder of such notice, the Company shall, subject to the limits contained in this Section 4, use commercially reasonable efforts to cause all such Registrable Securities of such Stockholder (as requested by such Stockholder) to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of the Stockholders, delay or abandon the proposed offering in which a Stockholder had requested to participate pursuant to this Section 4(a) or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or prospectus supplement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify the Stockholders and the Company shall incur no liability for its failure to complete any such offering.

(b)In connection with the exercise of any registration rights granted to the Stockholders pursuant to this Section 4, if the offering is to be effected by means of an underwritten offering, the Company may condition participation in such offering on the applicable Stockholder entering into an underwriting agreement in customary form and acting in accordance with the terms and conditions thereof.

(c)If the Company is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration

statement that the amount to be sold by Persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including the Stockholders) to a number deemed satisfactory by such managing underwriter; and provided further, that any shares of Selling Stockholders to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any contractual, incidental registration rights and (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement and the Registrable Securities sought to be included by the Stockholders, on a pro rata basis (or such basis as such stockholders may agree among themselves and the Company).

5.Registration Procedures. If and whenever the Company is required by the provisions of this Agreement to use its commercially reasonable efforts to promptly effect the registration of any of its securities under the Securities Act, the Company shall:

(a)use its commercially reasonable efforts diligently to prepare and file with the SEC a registration statement on the appropriate form under the Securities Act with respect to such securities, which form shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its commercially reasonable efforts to cause such registration statement to become and remain effective until completion of the proposed offering;

(b)use its commercially reasonable efforts to diligently prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the distribution described in such registration statement has been completed and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement whenever the seller or sellers of such securities shall desire to sell or otherwise dispose of the same, but only to the extent provided in this Agreement;

(c)furnish to the Stockholders and the underwriters, if any, such number of copies of such registration statement, any amendments thereto, any documents incorporated by reference therein, the prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Stockholders may reasonably request in order to facilitate the public sale or other disposition of the securities owned by the Stockholders;

(d)use its commercially reasonable efforts to register or qualify the securities covered by such registration statement under such other securities or state blue sky laws of such jurisdictions as the Stockholders shall request, and do any and all other acts and things which may be necessary under such securities or blue sky laws to enable the Stockholders to consummate the public sale or other disposition in such jurisdictions of the securities owned by the Stockholders, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified;

(e)within a reasonable time before each filing of the registration statement or prospectus or amendments or supplements thereto with the SEC, furnish to counsel selected by the holders of Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the approval of such counsel;

(f)immediately notify the Stockholders, the Stockholders’ counsel and any underwriter and (if requested by any such Person) confirm such notice in writing, of the happening of any event which makes any statement made in the registration statement or related prospectus untrue or which requires the making of any changes in such registration statement or prospectus so that they will not contain any untrue statement of a material fact or omit to state

any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading; and, as promptly as practicable thereafter, prepare and file with the SEC and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(g)use its commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a registration statement, and if one is issued use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible moment;

(h)if requested by the managing underwriter or underwriters (if any), the Stockholders, or the Stockholders’ counsel, promptly incorporate in a prospectus supplement or post-effective amendment such information as such Person requests to be included therein, including, without limitation, with respect to the securities being sold by such Stockholder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of an underwritten offering of the securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;

(i)make available to the Stockholders, any underwriter participating in any disposition pursuant to a registration statement, and any attorney, accountant or other agent or representative retained by the Stockholders or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s connection with such registration statement;

(j)enter into any reasonable underwriting agreement required by the proposed underwriter(s) for the applicable Stockholder, if any, and use its commercially reasonable efforts to facilitate the public offering of the securities;

(k)furnish to the Stockholders a signed counterpart, addressed to the Stockholders, of (A) an opinion of counsel for the Company, dated the effective date of the registration statement, and (B) a “comfort” letter signed by the independent public accountants who have certified the Company’s financial statements included in the registration statement, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ letter) with respect to events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration) in opinions of the Company’s counsel and in accountants’ letters delivered to the underwriters in underwritten public offerings of securities;

(l)cause the securities covered by such registration statement to be listed on the securities exchange or quoted on the quotation system on which the common stock of the Company is then listed or quoted;

(m)otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, in each case as soon as practicable, but not later than 30 days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any comparable successor provisions);

(n)otherwise cooperate with the underwriter(s), the SEC and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the registration of any securities under this Agreement; and

(o)during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act.

6.Expenses. All expenses incurred in effecting the registrations provided for in Sections 2, 3 and 4, including, without limitation, all registration and filing fees, NASDAQ listing fees, printing expenses, fees and disbursements of counsel for the Company, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration and expenses of complying with the securities or blue sky laws of any jurisdictions (all of such expenses referred to as “Registration Expenses”), shall be paid by the Company. Notwithstanding the foregoing, Registration Expenses shall not include underwriting discounts, selling commissions, stock transfer taxes, fees, fees and disbursements of counsel to the Stockholders, and other selling expenses associated with effecting any sales of Registrable Securities, which shall be borne by each of the Stockholders, as applicable.

7.Indemnification.

(a)The Company shall indemnify and hold harmless the Stockholders, each underwriter (as defined in the Securities Act), and directors, officers, employees and agents of any of them, and each other Person who participates in the offering of Registrable Securities and each other Person, if any, who controls (within the meaning of the Securities Act) such seller, underwriter or participating Person (individually and collectively, the “Indemnified Person”) against any losses, claims, damages or liabilities (collectively, the “liability”), joint or several, to which such Indemnified Person may become subject under the Securities Act or any other statute or at common law, insofar as such liability (or action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any free writing prospectus used in connection with any offering, including but not limited to, any free writing prospectus used by the Company, the underwriters or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Company of the Securities Act, any state securities or “blue sky” laws or any sale or regulation thereunder in connection with such registration, or (iv) any information provided by the Company or at the instruction of the Company to any Person participating in the offer at the point of sale containing any untrue statement or alleged untrue statement of any material fact or omitting or allegedly omitting any material fact required to be included in such information or necessary to make the statements therein not misleading. Except as otherwise provided in Section 7(d), the Company shall reimburse each such Indemnified Person in connection with investigating or defending any such liability; provided, however, that the Company shall not be liable to any Indemnified Person in any such case to the extent that any such liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, preliminary or final prospectus, or amendment or supplement thereto, free writing prospectus, or other information, in reliance upon and in conformity with information furnished in writing to the Company by such Person specifically for use therein; and provided further, that the Company shall not be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act regardless of any investigation made by or on behalf

of such Indemnified Person and shall survive transfer of such securities by such seller; and provided, further that, the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

(b)Each of the Stockholders, severally and not jointly, shall indemnify and hold harmless each other selling holder of any securities, the Company, its directors and officers, employees and agents, each underwriter and each other Person, if any, who controls (within the meaning of the Securities Act) the Company or such underwriter (individually and collectively also the “Indemnified Person”), against any liability, joint or several, to which any such Indemnified Person may become subject under the Securities Act or any other statute or at common law, insofar as such liability (or actions in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which securities were registered under the Securities Act at the request of such Stockholder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any free writing prospectus used in connection with such offering, including but not limited to, any free writing prospectus used by the Company, the underwriters or such Stockholder, or (ii) any omission or alleged omission by such Stockholder to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any information provided at the instruction of the Company to any Person participating in the offer at the point of sale containing any untrue statement or alleged untrue statement of any material fact or omitting or allegedly omitting any material fact required to be included in such information or necessary to make the statements therein not misleading, in the case of (i), (ii) and (iii) to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or final prospectus, amendment or supplement thereto, free writing prospectus, or other information, in reliance upon and in conformity with information furnished in writing to the Company by such Stockholder specifically for use therein. Each of the Stockholders, severally and not jointly, shall reimburse any Indemnified Person for any legal fees incurred in investigating or defending any such liability; provided, however, that in no event shall the liability of such Stockholder for indemnification under this Section 7 in its capacity as a seller of Registrable Securities exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement which is being held by such Stockholder, or (ii) the amount equal to the proceeds to such Stockholder of the securities sold in any such registration; and provided further, however, that such Stockholder shall not be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act regardless of any investigation made by or on behalf of such Indemnified Person; and provided, further that, the indemnity agreement contained in this Section 7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Stockholder (which consent shall not be unreasonably withheld).

(c)Indemnification similar to that specified in Sections 7(a) and (b) shall be given by the Company and the Stockholders (with such modifications as may be appropriate) with respect to any required registration or other qualification of their securities under any federal or state law or regulation of governmental authority other than the Securities Act.

(d)In the event the Company, a Stockholder or other Person receives a complaint, claim or other notice of any liability or action, giving rise to a claim for indemnification under Sections 7(a), (b) or (c) above, the Person claiming indemnification under such paragraphs shall

promptly notify the Person against whom indemnification is sought of such complaint, notice, claim or action, and such indemnifying Person shall have the right to investigate and defend any such loss, claim, damage, liability or action.

(e)If the indemnification provided for in this Section 7 for any reason is held by a court of competent jurisdiction to be unavailable to an Indemnified Person in respect of any losses, claims, damages expenses or liabilities referred to therein, then each indemnifying party under this Section 7, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, such Stockholder and the underwriters from the offering of Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, such Stockholder and the underwriters in connection with the statements or omissions which resulted in such losses, claims, damages expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, such Stockholder and the underwriters shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by the Company, such Stockholder, and the underwriting discount received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the Registrable Securities. The relative fault of the Company, such Stockholder and the underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, such Stockholder, or the underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and each of the Stockholders agree that it would not be just and equitable if contribution to this Section 7 were determined by pro rata or per capita allocation or by any other method of allocation which does not take account the equitable considerations referred to in the immediately preceding paragraph. In no event, however, shall each of the Stockholders be required to contribute under this Section 7(e) in excess of the lesser of (i) that proportion of the total of such losses, claims, damages expenses or liabilities indemnified against equal to the proportion of the total Registrable Securities sold under such registration statement which are being sold by such Stockholder or (ii) the net proceeds received by such Stockholder from its sale of Registrable Securities under such registration statement. No Person found guilty of fraudulent representation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

(f)The amount paid by an indemnifying party or payable to an Indemnified Person as a result of the losses, claims, damages, expenses and liabilities referred to in this Section 7 shall be deemed to include, subject to limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 7 will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified parties or any other officer, director, employee, agent or controlling person of the indemnified parties. No indemnifying party, in the defense of any such claim or litigation, shall enter into a consent or entry of any judgment or enter into a settlement without the consent of the Indemnified Person, which consent will not be unreasonably withheld or delayed.

8.Amendment and Waiver. The provisions of this Agreement may be amended or waived at any time only by written agreement signed by the Company and the Stockholders.

9.Postponement and Suspension. Notwithstanding anything to the contrary herein, the Company may, by notice in writing to the Stockholders, postpone the filing or effectiveness of any registration statement required hereunder or otherwise suspend the registration rights of the Stockholders hereunder and/or require the Stockholders to suspend use of any resale prospectus included in any Shelf Registration Statement for a reasonable period of time if there shall occur a Material Disclosure Event (such period, a “Black-Out Period”), which Black-Out Periods shall not exceed 90 days in the aggregate during any 12-month period; provided, however, that if the Company deems in good faith that it is necessary to file a post-effective amendment to a Shelf Registration Statement in order to comply with Section 2 hereof, then such period of time from the date of filing of such post-effective amendment until the date on which such Shelf Registration Statement is declared effective by the SEC or otherwise becomes effective shall not be treated as a Black-Out Period and the Company shall use its commercially reasonable efforts to cause such post-effective amendment to be declared effective or otherwise become effective as promptly as possible. Upon notice of the existence of a Black Out Period from the Company to the Stockholders with respect to any registration statement already effective, the Stockholders shall refrain from selling its Registrable Securities under such registration statement until such Black Out Period has ended.

10.Market Stand-Off. Each of the Stockholders agree, that if requested by the Company and an underwriter of Registrable Securities of the Company in connection with any public offering of the Company, not to directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any shares held by it for such period, not to exceed 90 days following the effective date of the relevant registration statement in connection with any such public offering of Registrable Securities, as such underwriter shall specify reasonably and in good faith, provided, however, that all executive officers and directors of the Company enter into similar agreements.

11.Damages. The Company recognizes and agrees that the Stockholders will not have an adequate remedy if the Company fails to comply with the terms and provisions of this Agreement and that damages will not be readily ascertainable, and the Company expressly agrees that, in the event of such failure, it shall not oppose an application by such Stockholder requiring specific performance of any and all provisions hereof or enjoining the Company from continuing to commit any such breach of this Agreement.

12.Miscellaneous.

(a)Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and mailed (by first class registered or certified mail, postage prepaid), sent by nationally recognized, documented delivery service or electronic facsimile transmission (with a copy by mail or delivery service), or delivered to the applicable party at the addresses indicated below:

If to the Company:

DZS Inc.

5700 Tennyson Parkway, Suite 400

Plano, TX 75024

Attention: Justin Ferguson

Email: justin.ferguson@dzsi.com

With a copy to:

Baker Botts L.L.P.

2001 Ross Avenue

Dallas, Texas 75201-2980

Attention: Preston Bernhisel

Email: preston.bernhisel@bakerbotts.com

If to the Stockholders:

DASAN Networks, Inc.

Dasan Tower, 49 Daewangpangyo-ro 644beon-gil, Bundang-gu, Seongnam-si

Gyeonggi-do, Korea

Attention: Youngchun Lu

Email: luych@dasannetworks.com

IV Global Fund No. 4

5F A43, 11 Yeouidaebang-ro 67 gil.

Yeongdeungpo-gu, Seoul, Republic of Korea 07553

Attention: Kyungwook Kam

Email: kyle.kam@cginvites.com

Fax: +82-2-6265-1618

or, as to each of the foregoing, at such other address as shall be designated by such Person in a written notice to other parties complying as to delivery with the terms of this subsection (a). All such notices, requests, demands and other communications shall, when mailed or sent, respectively, be effective (i) upon receipt if deposited in the mails, (ii) on the third business day after dispatch, if sent by nationally recognized, documented delivery service or (iii) when sent by electronic facsimile transmission (upon confirmation of receipt), respectively, addressed as aforesaid.

(b)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any rule of law that would cause the application of the laws of any jurisdiction other than the laws of the State of Delaware. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT OF COMPETENT JURISDICTION THE STATE OF DELAWARE (OR, IF SUCH COURTS DO NOT HAVE JURISDICTION OR DO NOT ACCEPT JURISDICTION, IN THE UNITED STATES DISTRICT COURT LOCATED IN THE STATE OF DELAWARE).

(c)Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(d)Counterparts. This Agreement may be executed in one or more counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall be deemed to constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes.

(e)Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

(f)Integration. This Agreement, including the exhibits, documents and instruments referred to herein or therein, constitutes the entire agreement among the parties with respect to the subject matter.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth above.

THE COMPANY:

DZS INC.

By: /s/ Charlie Vogt
Name: Charlie Vogt
Title: Chief Executive Officer

[Signature Page to Amended and Restated Registration Rights Agreement]

THE STOCKHOLDERS:

DASAN NETWORKS, INC.

By: /s/ Min-Woo Nam
Name: Min-Woo Nam
Title: CEO

IV GLOBAL FUND NO. 4

Invites Ventures Co., Ltd., its General Partner

By: /s/ Paul Choi
Name: Paul Choi
Title: Chief Executive Officer

Exhibit 99.1


RELEASE
January 2024

DZS Secures $25 Million in Funding and Signs Definitive Agreement to Divest Asia Business

Divestiture to Korea-based DASAN Networks Inc., will allow DZS to focus on high growth, higher margin geographic regions while receiving an additional $5 million in cash and eliminating $43 million of debt

DALLAS, Texas, USA, Jan. 5, 2024 – DZS (Nasdaq: DZSI), a global leader of access, optical and AI-driven cloud software solutions, today announced it has secured $25 million in debt and equity funding and signed a definitive agreement to divest its Asia business, creating a broadband networking and AI-driven software pure play focused on the Americas, Europe, Middle East, and Africa (EMEA), and Australia/New Zealand (ANZ) regions.

On Jan. 5, 2024, DZS signed a definitive agreement to sell its Asia operations to Korea-based DASAN Networks Inc. (DNI), a significant stockholder of DZS, for $48 million, consisting of $5 million of cash and the elimination of approximately $43 million of debt. The sale is expected to close in February 2024, subject to regulatory approvals and other customary closing conditions.

In addition, DZS has secured $25 million of cash, consisting of a $15 million, 3-year term note with EdgeCo, LLC (EdgeCo), in connection with EdgeCo also receiving 6.1 million of warrants at an exercise price of $1.84, and $10 million as part of a private placement of DZS common stock with a Korean limited partnership controlled by Invites Ventures Co. (Invites Ventures), of which affiliates of DNI are the limited partners.

The divestiture allows DZS to focus on the Americas, EMEA and ANZ regions that are strategically aligned with the technology and acquisition investments made over the past several years, specifically the company’s category-defining Velocity access edge optical line terminal (OLT) portfolio; Saber optical edge reconfigurable optical add-drop multiplexer (ROADM) dense wavelength-division multiplexing (DWDM) platform resulting from its Optelian acquisition in 2021; and its advanced AI-driven orchestration, automation, slicing, network assurance and WiFi management software portfolio resulting from the company’s acquisitions of RIFT and ASSIA software and R&D assets in 2021 and 2022 respectively.

This divestiture of its Asia Business aligns with the company’s vision, strategy and growth pillars unveiled in October of 2020, specifically 1) Fiber-to-the-X (FTTX) broadband investment cycle fueled by over $100 billion in government stimulus funds, 2) growth spanning North America and Europe, 3) geopolitical security related cap-and-grow opportunities, 4) software-defined networking (SDN), and 5) 5G mobile transport adoption.

Over the past two years and during the second half of 2023, DZS has secured several new marquee customers inclusive of multi-year FTTX networking and 5G cloud software contracts which the company anticipates will fuel valuable growth over the next several years. The $30 million of incremental working capital will strengthen DZS’ balance sheet, supporting a robust pipeline, numerous field trials and the timing of billions of government stimulus funds anticipated to begin deployment in 2024.

“The $30 million of incremental working capital and the divestiture of our Asia business is expected to enable us to focus on our momentum with fiber-forward service providers across the Americas, EMEA and ANZ,” said Charlie Vogt, President and CEO, DZS. “The sale of our Asia business additionally enables us to transition to a more software-centric, AI-driven business model. Service providers in our new focused regions are embracing our open, standards-based, software-defined solutions and are increasingly transitioning away from Chinese vendors due to security concerns. During the second half of 2023, we secured several new multi-year, FTTX and 5G projects spanning our new Velocity V6 Access Edge, Saber 4400 Optical Edge, and AI-driven 5G slicing, automation and network orchestration software platforms. Our refined geographic focus allows us to scale common platforms across these regions and aligns with the numerous government stimulus initiatives designed to bring high speed digital communications services to unserved and underserved communities that are underway across these markets and expected to ramp during the next 12-18 months. We expect that our focus now on the Americas, EMEA and ANZ regions, with disruptive and differentiated access and optical networking solutions and a higher percentage of cloud-controlled software, will enable us to achieve improved gross margins by the end of 2024.”

Vogt concluded, “Although 2023 was a reset across our industry as service providers worked through post-pandemic supply and inventory challenges, DZS will enter 2024 right-sized, recapitalized and better positioned for long-term sustainable growth focusing on higher margin software-defined solutions and markets. While the past six months have been challenging due to our previously announced restatement process, as well as a global supply chain reset, our leadership team and financial advisors have worked very well together securing $25 million of working capital and through the proposed sale of our Asia business, an additional $5 million in cash together with the elimination of approximately $43 million of debt. Our employees are committed to the vision and strategy unveiled in 2020 and remain focused on our customers and partners as we enter 2024.”

DZS will host a conference call at 8:30 a.m. ET on Monday, January 8, 2024. Please join the conference call at least five minutes prior to the start time to ensure you are admitted prior to management’s prepared remarks. A live broadcast and replay of the audio webcast will be available at https://investor.dzsi.com.

About DZS Inc.

DZS Inc. (Nasdaq: DZSI) is a global leader of access, optical and AI-driven cloud software solutions.

DZS, the DZS logo, and all DZS product names are trademarks of DZS Inc. Other brand and product names are trademarks of their respective holders. Specifications, products, and/or product names are all subject to change.

This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Private Securities Litigation Reform Act of 1995. These statements reflect the beliefs and assumptions of the Company’s management as of the date hereof. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words, and similar expressions are intended to identify forward-looking statements. Such statements include, but are not limited to, statements about the consummation and timing of the Asia business divestiture, the anticipated benefits of, and opportunities from, the divestiture, including the impact to the Company’s balance sheet, operations and financial results. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. The Company’s actual results could differ materially and adversely from those expressed in or contemplated by the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those risk factors contained in the Company’s SEC filings available at www.sec.gov, including without limitation, the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and subsequent filings. In addition, additional or unforeseen affects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of these risks. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. DZS undertakes no obligation to update or revise any forward-looking statements for any reason.

For further information see: www.DZSi.com.

DZS on Twitter: https://twitter.com/dzs_innovation

DZS on LinkedIn: https://www.linkedin.com/company/DZSi/

Investor Inquiries:

Ted Moreau, Vice President, Investor Relations

Email: IR@dzsi.com

Cover	Dec. 29, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 29, 2023
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	DZS INC.
Entity File Number	000-32743
Entity Tax Identification Number	22-3509099
Entity Address, Address Line One	5700 Tennyson Parkway, Suite 400
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75024
City Area Code	469
Local Phone Number	327-1531
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	DZSI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001101680
Amendment Flag	false