0001193125-05-139742 Sample Contracts

VOTING AGREEMENT

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

• Contract Type
  Voting Agreement
• Filed
  July 8th, 2005
• Company
  Zhone Technologies Inc
• Industry
  Telephone & telegraph apparatus
• Jurisdiction
  Delaware

VOTING AGREEMENT, dated July 7, 2005 (this “Agreement”), by and among Zhone Technologies, Inc., a Delaware corporation (“Parent”), Parrot Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and each of the persons listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).

RESTRICTIVE COVENANT AGREEMENT

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

• Contract Type
  Restrictive Covenant Agreement
• Filed
  July 8th, 2005
• Company
  Zhone Technologies Inc
• Industry
  Telephone & telegraph apparatus
• Jurisdiction
  Florida

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