0001101680-16-000066 Sample Contracts

VOTING AGREEMENT
Voting Agreement • April 12th, 2016 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of April 11, 2016 is entered into by and among each of the stockholders of Zhone Technologies, Inc., a Delaware corporation (“Parent”), listed on the signature pages hereto (each, a “Parent Holder”, and collectively the “Parent Holders”) and DASAN Networks, Inc., a company incorporated under the laws of Korea (the “Stockholder”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 12th, 2016 • Zhone Technologies Inc • Telephone & telegraph apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 11, 2016 (this “Agreement”), is by and among Zhone Technologies, Inc., a Delaware corporation (“Parent”), Dragon Acquisition Corporation, a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”), DASAN Networks, Inc., a company incorporated under the laws of Korea (the “Stockholder”), and Dasan Network Solutions, Inc., a California corporation and a wholly owned subsidiary of the Stockholder (the “Company” and, together with Parent, Merger Sub and the Stockholder, the “Parties” and each a “Party”).

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