Occam Networks (OCNW)

5. REPRESENTATIONS AND WARRANTIES

5.1 Authority. Each party represents and warrants to the other party that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party (and, with respect to Tellabs, against its parents, subsidiaries, and affiliates) in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

5.2 Product Warranties

(a) Occam warrants to Tellabs that the Blade Technology will be free from defects in design that cause the Blade Technology to not meet its Technical Specifications for six (6) years from the Effective Date if the Blade Technology is manufactured in full compliance with the Manufacturing Specifications. If the Blade Technology fails to conform to the warranty in this Section 5.2(a), Occam will: (i) provide a work around for a design defect in shipped FTTC Cards in accordance with the Technical Support procedures set forth in Exhibit D; and (ii) provide Tellabs with corrected Blade Technology that addresses the design defect.

(b) The warranties and remedies set forth in Section 5.2(a) will not apply to nonconformities to the extent caused by (i) defects in material or manufacture, including the failure to manufacture in accordance the Manufacturing Specifications; (ii) Tellabs’ failure to use or implement any updated Blade Technology made available to Tellabs by Occam; (iii) any alterations or modifications of, or additions to, the Blade Technology not made in accordance with the Technical Specifications; (iv) use of the Blade Technology in a manner for which it was not designed or other than as specified in the Technical Specifications; (v) the combination, use, or interconnection of the Blade Technology with other Technology not supplied or not approved by Occam; (vi) abnormal usage or misuse of the Blade Technology, including, but not limited to, accident, fire, water damage, earthquake, lightning, other acts of nature, and other causes external to the Blade Technology; or (vii) Tellabs’ or a third party’s negligence. If Occam determines that any warranty claim reported by Tellabs falls within any of the foregoing exceptions, Tellabs will pay Occam for its services at the applicable rates set forth in Exhibit E.

(c) This Section 5.2 sets forth Tellabs’ exclusive remedies, and Occam’s entire liability in contract, tort, or otherwise for any breach of the warranty in Section 5.2(a) for any Blade Technology integrated into an FTTC Card.

(d) The parties may agree to modify the product warranties provided in this Section 5.2 on a customer by customer basis in a written agreement signed by the parties.

5.3 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 5, OCCAM MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED

-7-

CONFIDENTIAL TREATMENT

(EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. OCCAM EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. OCCAM DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE BLADE TECHNOLOGY OR AGAINST INFRINGEMENT. OCCAM DOES NOT WARRANT THAT TELLABS WILL BE ABLE TO SUCCESSFULLY INTEGRATE THE BLADE TECHNOLOGY INTO FTTC PRODUCTS. OCCAM EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF THE USE OF THE BLADE TECHNOLOGY. TELLABS AND ITS CUSTOMERS WILL NOT HAVE THE RIGHT TO MAKE, PASS THROUGH, OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF OCCAM TO ANY THIRD PARTY.

12. REPRESENTATIONS AND WARRANTIES

12.1 Authority. Each party represents and warrants to the other party that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party (and, with respect to Tellabs, against its parents, subsidiaries, and affiliates) in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

12.2 Product Warranties

(a) Supplier warrants to Purchaser that each hardware component of each Product will be free from defects in design, materials, or manufacture (except that Tellabs only warrants that Tellabs BLCs will be free from defects in materials or manufacture) that cause the Product to not meet its Technical Specifications for fifteen (15) months from the date of shipment by Supplier to Purchaser. If a Product fails to conform to the warranty in this Section 12.2(a), Supplier will, at its option, (i) repair the Product, or (ii) replace the Product. Product returns will be handled in accordance with the procedure set forth in Section 12.2(c). All Products repaired by Supplier and replacement Products furnished by Supplier under this warranty will be warranted for the remainder of the warranty period set forth in this Section 12.2(a).

(b) Supplier warrants to Purchaser that each software component of each Product will be free from defects in design, materials, or manufacture that cause the Product to not meet its Technical Specifications for fifteen (15) months from the date of shipment by Supplier to Purchaser. If a Product fails to conform to the warranty in this Section 12.2(b), Supplier will, at its option, (i) repair the Product, or (ii) replace the Product. All Products repaired by Supplier and replacement Products furnished by Supplier under this warranty will be warranted for the remainder of the warranty period set forth in this Section 12.2(b).

(c) If a Product is to be returned to Supplier, Purchaser will, at its expense, return the Product in accordance with Supplier’s instructions. If Supplier reasonably determines that a returned Product conforms to the warranties in this Section 12.2, Supplier will invoice Purchaser for, and Purchaser will pay for, Supplier’s costs to return the Product to Purchaser. If Supplier confirms that a returned Product does not conform to a warranty in this Section 12.2 during the applicable warranty period, then Supplier will, at its option, at no additional cost to Purchaser, deliver a repaired Product or furnish a replacement Product to Purchaser within a reasonable period and issue a credit for Purchaser’s reasonable expenses actually incurred to return the Product to Supplier. All replaced Products shall thereupon be deemed the property of Supplier.

-11-

CONFIDENTIAL TREATMENT

(d) The warranties and remedies set forth in Sections 12.2(a) and 12.2(b) will not apply to nonconformities to the extent caused by (i) any alterations or modifications of, or additions to, the Products made by parties other than Supplier; (ii) use of the Products in a manner for which they were not designed or other than as specified in the applicable technical specifications; (iii) the combination, use, or interconnection of the Products with other products not supplied or not approved by Supplier; (iv) abnormal usage or misuse of the Products, including, but not limited to, accident, fire, water damage, earthquake, lightning, other acts of nature, and other causes external to the Products; (v) installation or maintenance of wiring, circuits, electrical conduits, or devices external to the Products; (vi) failure to provide and continually maintain adequate electrical power, air conditioning, and humidity controls in accordance with Product requirements; or (vii) Purchaser’s or a third party’s negligence. If Supplier determines that any warranty claim reported by Purchaser falls within any of the foregoing exceptions, Purchaser will pay Supplier for its services at Supplier’s time and materials rates then in effect.

(e) Supplier hereby assigns to Purchaser any third party warranties provided for any materials provided as part of a Product, to the extent that such assignment is legally permissible under the terms of the agreement with such third party.

(f) At Purchaser’s request, upon return to Purchaser, all defective Products returned to Supplier and repaired shall be accompanied with a failure report that describes the failure found and what defective components were replaced and what action was taken to correct the non-conformity, and if the Product was replaced, this shall be clearly stated on the documentation returned with the replacement Product. At Purchaser’s request, all units repaired by Supplier shall have the repair date clearly visible and affixed to the repaired Product in the form “Repair Date xx-xx-xxxx” where physically possible upon such Product’s return to Purchaser or any designated end user.

(g) A party will inform the other as soon as possible about the occurrence of an Epidemic Failure. As soon as is commercially reasonable, the parties will agree upon a containment action plan and identify the cause of the Epidemic Failure. If the Epidemic Failure is attributable to Supplier’s breach of its warranties under this Section 12.2, Supplier will develop a corrective action plan to remedy the Epidemic Failure and will submit all relevant details of such proposed remedy along with all other relevant information to Purchaser for approval. Upon obtaining Purchaser’s written approval, Supplier will use all commercially reasonable efforts to implement such remedy as quickly as possible at Supplier’s own expense, which efforts will include accepting return of all shipments of affected Product (freight collect), repairing or replacing all such affected Products in accordance with the remedy approved by Purchaser, shipping the repaired or replaced Products back to Purchaser or to any end user at Supplier’s expense, and implementing the remedy in all newly-manufactured Products. Supplier will pay the following costs and expenses actually incurred by Purchaser as a result of all aspects of implementing the remedy on the affected Products: costs of the retrieval, packing, shipping, and transportation of such Products.

-12-

CONFIDENTIAL TREATMENT

(h) This Section 12.2 sets forth Purchaser’s exclusive remedy, and Supplier’s entire liability in contract, tort, or otherwise for any breach of warranty for any Product sold by Supplier to Purchaser.

(i) The parties may agree to modify the product warranties provided in this Section 12.2 on a customer by customer basis in a written agreement signed by the parties.

12.3 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 12, SUPPLIER MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. SUPPLIER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. SUPPLIER DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF EACH PRODUCT OR AGAINST INFRINGEMENT. SUPPLIER DOES NOT WARRANT THAT THE PRODUCT IS ERROR-FREE OR THAT OPERATION OF THE PRODUCT WILL BE SECURE OR UNINTERRUPTED. SUPPLIER EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF THE USE OF THE PRODUCT. PURCHASER AND ITS CUSTOMERS WILL NOT HAVE THE RIGHT TO MAKE, PASS THROUGH, OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF SUPPLIER TO ANY THIRD PARTY.

11. REPRESENTATIONS AND WARRANTIES

11.1 Authority. Each party represents and warrants to the other party that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party (and, with respect to Tellabs, against its parents, subsidiaries, and affiliates) in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

-17-

CONFIDENTIAL TREATMENT

11.2 Product Warranties

(a) Occam warrants to Tellabs that each hardware component of each BLC Product will be free from defects in design that cause the BLC Product to not meet its Technical Specifications for five (5) years from the date a BLC Product manufactured by Tellabs during the term of this Agreement is shipped to an Exclusive Customer if the BLC Product is manufactured in full compliance with the applicable Manufacturing Specifications using the Product Technology. If a BLC Product fails to conform to the warranty in this Section 11.2(a), Occam will: (i) provide a work around for a design defect in shipped BLC Products in accordance with the Technical Support procedures set forth in Exhibit C; and (ii) provide Tellabs with a corrected design for the BLC Product that addresses the design defect.

(b) Occam warrants to Tellabs that each software component of each BLC Product will be free from defects in design that cause the BLC Product to not meet its Technical Specifications for five years from the date a BLC Product manufactured by Tellabs during the term of this Agreement is shipped to an Exclusive Customer if the BLC Product is manufactured in full compliance with the applicable Manufacturing Specifications using the Product Technology. If a BLC Product fails to conform to the warranty in this Section 11.2(b), Occam will: (i) provide a work around for a design defect in shipped BLC Products in accordance with the Technical Support procedures set forth in Exhibit C; and (ii) provide Tellabs with a corrected design for the BLC Product that addresses the design defect.

(c) The warranty and remedies set forth in Sections 11.2(a) and 11.2(b) will not apply to nonconformities to the extent caused by (i) defects in material or manufacture, including the failure to manufacture in accordance with the applicable Manufacturing Specifications; (ii) Tellabs’ failure to use or implement any updated Product Technology made available to Tellabs by Occam; (iii) any alterations or modifications of, or additions to, the BLC Products made by parties other than Occam; (iv) use of the BLC Products in a manner for which they were not designed or other than as specified in the Technical Specifications; (v) the combination, use, or interconnection of the BLC Products with other products not supplied or not approved by Occam; (vi) abnormal usage or misuse of the BLC Products, including, but not limited to, accident, fire, water damage, earthquake, lightning, other acts of nature, and other causes external to the BLC Products; (vii) installation or maintenance of wiring, circuits, electrical conduits, or devices external to the BLC Products; (viii) failure to provide and continually maintain adequate electrical power, air conditioning, and humidity controls in accordance with BLC Product requirements; (ix) Tellabs’ or a third party’s negligence; (x) defects caused by Manufacturing Developments; or (xi) Tellabs’ failure

-18-

CONFIDENTIAL TREATMENT

to implement a change specified in an ECO delivered by Occam in accordance with Section 10.1. If Occam determines that any warranty claim reported by Tellabs falls within any of the foregoing exceptions, Tellabs will pay Occam for its services at the applicable rates set forth in Exhibit E.

(d) This Section 11.2(d) sets forth Tellabs’ exclusive remedy, and Occam’s entire liability in contract, tort, or otherwise for any breach of warranty for any BLC Product manufactured by Tellabs.

(e) The parties may agree to modify the product warranties provided in this Section 11.2 on a customer by customer basis in a written agreement signed by the parties.

11.3 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 11, OCCAM MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. OCCAM EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. OCCAM DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF EACH BLC PRODUCT OR AGAINST INFRINGEMENT. OCCAM DOES NOT WARRANT THAT TELLABS WILL BE ABLE TO SUCCESSFULLY MAKE THE BLC PRODUCTS. OCCAM EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF THE USE OF A BLC PRODUCT. TELLABS AND ITS CUSTOMERS WILL NOT HAVE THE RIGHT TO MAKE, PASS THROUGH, OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF OCCAM TO ANY THIRD PARTY.