Nayna Networks to acquire Abundance Networks

December 7, 2005 Santa Clara, CA -- Nayna Networks has entered into a definitive agreement to acquire privately-held Abundance Networks (Shelton, CT), with regional sales and R&D offices in Mumbai, India. Founded in 2002, Abundance is a supplier of TDM/Ethernet over SONET/SDH optical access platforms in India.

According to a press release, pursuant to the terms of the definitive agreement, subject to various standard closing conditions and approvals, Nayna will acquire substantially all of the assets of Abundance Networks, including its wholly owned subsidiary in India, in an all-stock transaction that is anticipated to close within 30 days. At closing, Nayna will issue Abundance Networks 900,000 shares of restricted Nayna stock plus an additional number of shares of restricted Nayna stock equal to (i) $1,000,000 divided by (ii) the average of the closing prices of its common stock during the twenty consecutive trading days ending one day prior to the closing date. The 900,000 shares of restricted Nayna stock to be issued at closing will be subject to price protection at a value of $2.00 per share with any adjustment to be made on the first anniversary of closing. In addition, 350,000 of the shares to be issued at closing will be held in escrow for fifteen months to satisfy any indemnification claims by Nayna. Abundance can earn up to an additional 1,750,000 shares based on the achievement of certain revenue and earnings based milestones through March 31, 2007. Any shares released from escrow to Abundance or issued to Abundance upon achievement of any earn out milestones will also be subject to price protection at a value of $2.00 per share with any adjustments to be made at the time of delivery of the shares to Abundance.

"We are excited about the speedy pace of this acquisition and addition of the synergies from both the companies," comments Naveen Bisht, president and CEO of Nayna Networks. "Early customer interest has been high, and the feedback has been very positive."

Abundance says its AN series multiplexers can be used in a range of standalone, point-of-presence, add/drop, and transmission applications. The company says the extensive feature set of the AN series enhances uptime and optimizes bandwidth usage. The multiplexers feature hot-swappable cards and non-blocking bandwidth assignments, and meet or exceed the latest general requirements established by the Government of India. Approved for use in the India Telecom Network, the products' standards compliance includes Telcordia, ANSI, ITU, FCC, EN, UL, and NEBS.