0001193125-05-139741 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG ZHONE TECHNOLOGIES, INC., PARROT ACQUISITION CORP. AND PARADYNE NETWORKS, INC. DATED AS OF JULY 7, 2005
Merger Agreement • July 8th, 2005 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2005 (this “Agreement”), by and among Zhone Technologies, Inc., a Delaware corporation (“Parent”), Parrot Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Paradyne Networks, Inc., a Delaware corporation (the “Company”).

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CONSULTING AGREEMENT
Consulting Agreement • July 8th, 2005 • Zhone Technologies Inc • Telephone & telegraph apparatus • Florida

THIS CONSULTING AGREEMENT (this “Agreement”), dated July 7, 2005 between ZHONE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and Patrick M. Murphy (the “Consultant”).

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RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • July 8th, 2005 • Zhone Technologies Inc • Telephone & telegraph apparatus • Florida

THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of July, 2005, by and between Patrick M. Murphy (“Consultant”) and Zhone Technologies, Inc., a Delaware Corporation (“Zhone”).

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VOTING AGREEMENT
Voting Agreement • July 8th, 2005 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware

VOTING AGREEMENT, dated July 7, 2005 (this “Agreement”), by and among Paradyne Networks, Inc., a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).

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