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

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

• Contract Type
  Agreement and Plan of Merger
• 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”).