0001193125-04-068635 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG ZHONE TECHNOLOGIES, INC., SELENE ACQUISITION CORP. AND SORRENTO NETWORKS CORPORATION DATED AS OF APRIL 22, 2004

Merger Agreement • April 26th, 2004 • Sorrento Networks Corp • Telephone & telegraph apparatus • California

• Contract Type
  Merger Agreement
• Filed
  April 26th, 2004
• Company
  Sorrento Networks Corp
• Industry
  Telephone & telegraph apparatus
• Jurisdiction
  California

AGREEMENT AND PLAN OF MERGER, dated as of April 22, 2004 (this “Agreement”), by and among Zhone Technologies, Inc., a Delaware corporation (“Parent”), Selene Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Sorrento Networks Corporation, a Delaware corporation (the “Company”).

VOTING AGREEMENT

Voting Agreement • April 26th, 2004 • Sorrento Networks Corp • Telephone & telegraph apparatus • Delaware

• Contract Type
  Voting Agreement
• Filed
  April 26th, 2004
• Company
  Sorrento Networks Corp
• Industry
  Telephone & telegraph apparatus
• Jurisdiction
  Delaware

VOTING AGREEMENT, dated April 22, 2004 (this “Agreement”), by and among Zhone Technologies, Inc., a Delaware corporation (“Parent”), Selene 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”).

VOTING AGREEMENT

Voting Agreement • April 26th, 2004 • Sorrento Networks Corp • Telephone & telegraph apparatus • Delaware

• Contract Type
  Voting Agreement
• Filed
  April 26th, 2004
• Company
  Sorrento Networks Corp
• Industry
  Telephone & telegraph apparatus
• Jurisdiction
  Delaware

VOTING AGREEMENT, dated April 22, 2004 (this “Agreement”), by and among Sorrento Networks Corporation, a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).