Nayna Networks to Buy Abundance Networks

SANTA CLARA, Calif., Nov. 9 -- Nayna Networks Inc., a provider of next-generation network solutions, today announced that is buying substantially all of the assets of privately-held Abundance Networks of Shelton, Conn., a supplier of optical network access solutions in India, in an all-stock transaction.

At the closing of the acquisition, Nayna will issue Abundance 800,000 shares of its stock, plus an additional number of shares equal to $1 million divided by the average of what the closing stock price was for 20 days prior to the day before the closing. The companies also agreed that 450,000 of the shares will have a price-protection value of $2 per share, with any adjustment to be made on the first anniversary of closing. In addition, 350,000 of the shares will be held in escrow for 15 months to satisfy any indemnification claims by Nayna. If it meets revenue and earnings goals through March 31, 2007, Abundance can earn up to an additional 1.75 million shares, also subject to the $2 per share price-protection value.

Abundance employees can also purchase up to 450,000 shares, with the value price protected at $2 per share. The transaction is subject to the successful completion of Nayna's due diligence and the execution of definitive documents. Sales, customer and technical support for India will be handled out of Abundance's regional headquarters in Mumbai, where it employs nearly 50 people.

The Indian marketplace for broadband technology and services is one of the fastest growing telecom markets in the world, with government analysts estimating it will grow from less than 3 million broadband subscribers to 20 million by 2007. Nayna officials say the acquisition will give the company the opportunity to take advantage of Abundance's established presence in India to capitalize on what is expected to be one of the largest markets for VoIP (voice over IP), Internet, TDM and streaming video applications.

For more information, visit: www.nayna.com