VOTING AGREEMENTVoting Agreement • July 25th, 2005 • Adc Telecommunications Inc • Telephone & telegraph apparatus • Massachusetts
This VOTING AGREEMENT, dated as of July 21, 2005 (the “Agreement”), is by and among ADC Telecommunications, Inc., a Minnesota corporation (“Parent”), and each Shareholder of Fiber Optic Network Solutions Corp., a Massachusetts corporation (the “Company”), whose signature is set forth on the signature pages to this Agreement (each a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms which are used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • July 25th, 2005 • Adc Telecommunications Inc • Telephone & telegraph apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated July 21, 2005, is made and entered into by and among ADC Telecommunications, Inc., a Minnesota corporation (“Parent”), Falcon Venture Corp., a Massachusetts corporation and wholly owned subsidiary of Parent (“Merger Sub”), Fiber Optic Network Solutions Corp., a Massachusetts corporation (the “Company”) and Michael J. Noonan, an individual resident of the Commonwealth of Massachusetts (“MJN”). Merger Sub and the Company are sometimes collectively referred to as the “Constituent Corporations.”
