ESCROW AGREEMENTEscrow Agreement • August 4th, 2006 • Sycamore Networks Inc • Telephone & telegraph apparatus • Delaware
ESCROW AGREEMENT (this "Agreement") dated as of April 12, 2006 and amended and restated as of August 3, 2006 by and among Sycamore Networks, Inc., a Delaware corporation ("Buyer"), Steven A. Markowitz as agent and attorney-in-fact (the "Representative") for the Company Shareholders of Allen Organ Company, a Pennsylvania corporation (the "Company"), and Wilmington Trust Company, as escrow agent (the "Escrow Agent"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SYCAMORE NETWORKS, INC., BACH GROUP LLC, ALLEN ORGAN COMPANY, MUSICCO, LLC, LANDCO REAL ESTATE, LLC, AOC ACQUISITION, INC., AND THE REPRESENTATIVE OF THE HOLDERS OF CAPITAL STOCK OF ALLEN ORGAN COMPANY Dated...Agreement and Plan of Merger • August 4th, 2006 • Sycamore Networks Inc • Telephone & telegraph apparatus • Delaware
AGREEMENT AND PLAN OF MERGER dated as of April 12, 2006 and amended and restated as of August 3, 2006 (this "Agreement") by and among Sycamore Networks, Inc., a Delaware corporation (the "Buyer"), Bach Group LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Buyer ("Sub"), Allen Organ Company, a Pennsylvania corporation (the "Company"), MusicCo, LLC, a Pennsylvania limited liability company and a wholly-owned subsidiary of the Company ("MusicCo"), LandCo Real Estate, LLC, a Pennsylvania limited liability company and wholly-owned subsidiary of the Company ("LandCo"), AOC Acquisition, Inc., a Pennsylvania corporation ("Purchaser"), and the Representative (as defined below). The Buyer, Sub, the Company, MusicCo, LandCo, and Purchaser are sometimes referred to herein as the "Parties." Certain capitalized terms used in this Agreement have the meanings ascribed to them in Articles II and XII.
