0001193125-05-139742 Sample Contracts

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 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”).

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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 Sean E. Belanger (“Consultant”) and Zhone Technologies, Inc., a Delaware Corporation (“Zhone”).

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