X0202 4 2005-02-10 0001101680 ZHONE TECHNOLOGIES INC ZHNE 0001005544 NEWHALL CHARLES W III 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 Common Stock 2005-02-10 4 P 0 10454 2.4172 A 1028617 I See Note 1 Common Stock 2005-02-10 4 P 0 20908 2.4172 A 3757054 I See Note 2 Common Stock 2005-02-10 4 P 0 52269 2.4172 A 3814880 I See Note 3 The Reporting Person is a general partner of NEA Partners 10, Limited Partnership, the sole general partner of New Enterprise Associates 8A, Limited Partnership ("NEA 8A"), which is the beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 8A shares in which the Reporting Person has no actual pecuniary interest therein. The Reporting Person is a general partner of NEA Partners 9, Limited Partnership, the sole general partner of New Enterprise Associates 9, Limited Partnership ("NEA 9"), which is the beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 9 shares in which the Reporting Person has no actual pecuniary interest therein. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership, the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), which is the beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 shares in which the Reporting Person has no actual pecuniary interest therein. In addition to the shares reported herein, the Reporting Person indirectly owns (i) an option to acquire 3,525 common shares which is owned of record by NEA Development Corp. ("NEA DC"), (ii) 1,817,129 common shares and a warrant to acquire 12,777 common shares which are owned of record by New Enterprise Associates VIII, Limited Partnership ("NEA VIII"), (iii) a warrant to acquire 26,849 common shares which is owned by New Enterprise Associations 8A, Limited Partnership ("NEA 8A"), and (iv) a warrant to acquire 43,110 common shares which is owned of record by New Enterprises Associates 10, Limited Partnership ("NEA 10"). The Reporting Person is (i) a general partner of NEA Partners 10, Limited Partnership, the sole general partner of NEA 8A and NEA 10, and (ii) a general partner of NEA Partners VIII, Limited Partnership, the sole general partner of NEA VIII. The Reporting Person also owns an interest in New Enterprise Associates, LLC, the sole shareholder of NEA DC. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA DC option, the NEA VIII shares and warrant, the NEA 8A warrant, and the NEA 10 warrant in which the Reporting Person has no actual pecuniary interest therein. All of the above holdings described in this section have been previously reported. Louis S. Citron, attorney-in-fact 2005-02-14