FIRST AMENDMENT
TO AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT TO THE
AGREEMENT AND PLAN OF MERGER (the “
Amendment ”), dated August 16, 2005, is by
and among ADC Telecommunications, Inc., a Minnesota corporation
(“ Parent ”), Falcon Ventures Corp., a
Massachusetts corporation and wholly owned subsidiary of Parent
(“ Merger Sub ”), Fiber Optic Network
Solutions Corp., a corporation organized under the laws of
Massachusetts (the “ Company ”) and
Michael J. Noonan, an individual resident of the Commonwealth of
Massachusetts (“ MJN ”). All capitalized
terms used but not defined in the Amendment have the meaning
assigned to them in the Agreement and Plan of Merger (the “
Merger Agreement ”), dated July 21, 2005,
by and among Parent, Merger Sub, the Company and MJN.
WHEREAS, Parent, Merger Sub,
the Company and MJN have previously entered into the Merger
Agreement which sets forth, among other matters, the terms and
conditions of the merger of Merger Sub with and into the Company;
and
WHEREAS, each of Parent,
Merger Sub, the Company and MJN desires that certain terms of the
Merger Agreement be amended, as set forth herein.
NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and
agreements set forth herein and in the Merger Agreement, the
parties hereto, agree as follows:
1. Section 2.5 of the
Merger Agreement is amended and restated in its entirety as
follows:
“2.5 Merger Consideration . Notwithstanding anything
to the contrary contained in this Agreement, the aggregate value
delivered by Parent in exchange for the Company Capital Stock (the
“ Merger Consideration ”) shall equal
$161,250,000, plus (x) t
