Assets of Texas Telecommunication Business

Sale of substantially all of assets of DZS Inc (the “Seller”), which includes:

• All rights, title, interests, benefits, and entitlements of and under all customer, supplier, and service contracts of DZS designated by the Purchaser in its sole and absolute discretion ("Assigned Contracts") for assumption and assignment PURSUANT to 11 U.S.C. § 101 ("BANKRUPTCY CODE");
• All intellectual property of DZS, including, without limitation, patents, copyrights, trademarks, trade secrets, domain names and websites, software and digital assets, social media platforms, trade show assets, telephone and facsimile numbers, and any and all applications and registrations for intellectual property;
• All intellectual property of DZS licensed to DZS and designated by Purchaser in its sole and absolute discretion for assumption and assignment pursuant to the BANKRUPTCY CODE (the "Assigned Licensed IP");
• All rights, title, interests, benefits, and entitlements of and under any leases or other agreements relating to real property of DZS designated by Purchaser in its sole and absolute discretion for assumption and assignment pursuant to the BANKRUPTCY CODE ("Assigned Real Property Leases");
• All rights, title, interests, benefits, and entitlements of and under any leases or other agreements relating to equipment or personal property of DZS designated by Purchaser in its sole and absolute discretion for assumption and assignment pursuant to the BANKRUPTCY CODE ("Assigned Personal Property Leases", and collectively with the Assigned Contracts, the Assigned Licensed IP, and the Assigned Real Property Leases, the "Assigned Material Agreements");
• All rights to any and all avoidance actions of DZS currently held by the Trustee (1) related to the Assigned Contracts or (2) of customers or vendors of DZS which are related to the Purchased Assets, are agreed to by the Parties, and are set forth on a schedule to the Acquisition Agreement;
• DZS' rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
• Originals, or where not available, copies, of all books and records that substantially relate to the Purchased Assets or Assigned Material Agreements, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer purchasing histories, price lists, distribution lists, supplier and customer lists and related information, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any governmental authority), sales material and records, strategic plans, internal financial statements and marketing and promotional surveys, material and research;
• All accounts receivable of DZS, but only to the extent that such accounts receivable are unpaid and outstanding on the Closing Date (as defined below);
• All prepaid expenses and deposits of DZS, to the extent that they relate to Assigned Material Agreements;
• All inventory of DZS (including, without limitation, all finished goods, work in progress, raw materials, component parts and other items customarily forming part of the inventory of DZS);
• All permits, authorizations, and licenses of DZS;
• All equipment, vehicles, machinery, fixtures, tools, furniture, furnishings, office supplies, information technology assets and all other items of tangible personal property of DZS;
• All rights of DZS to the Guaranteed Closing Payment (as defined in that certain Asset Purchase Agreement dated October 16, 2024 by and between DZS and AXON Networks, Inc.;
• The goodwill of DZS, including all right, title and interest of DZS in, to and in respect of all elements which contribute to the goodwill of DZS, including the goodwill represented by packaging, labelling, advertising, marketing and promotional materials and the right to use the name "DZS"; and
• All other assets determined by the Purchaser and included in the Acquisition Agreement including, without limitation, an option to acquire equity interests in foreign subsidiaries.