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These excerpts taken from the ADCT 8-K filed Jul 25, 2005. 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).
Voting Agreement
Concurrently with entering into the Merger Agreement, ADC entered into a voting agreement (the “Voting Agreement”) with certain shareholders of FONS who collectively hold more than 66.67% of the outstanding shares of FONS, including the Chief Executive Officer of FONS (the “Shareholders”). The Voting Agreement provides that the Shareholders will vote their shares in favor of the Merger. Additionally, the Voting Agreement provides that these Shareholders will, jointly and severally, indemnify ADC and hold it harmless from and against losses which ADC may suffer, sustain or become subject to after the termination of the escrow account established in connection with the Merger Agreement as a result of a breach of certain representations or covenants made in the Merger Agreement.
A copy of the Voting Agreement is included herein as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement.
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