FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT

1.

Definitions. As used herein, the following terms have the following meanings:

1.1.

“Acquisition Agreement” shall mean that certain Acquisition Agreement dated as of May 24, 2004 by and between the Company and ADC Telecommunications, Inc. (“ADC”) pursuant to which the Company is acquiring all of the outstanding shares of stock of ADC Broadband Access Systems, Inc. in consideration for shares of Class B Common Stock and Series E-2 Convertible Preferred Stock (the “Series E-2 Preferred Stock”) of the Company.

1.2.

“Commission” or “SEC” shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

1.3.

“Common Stock” shall mean, collectively, shares of the Company’s Class A Common Stock, $.001 par value (“Class A Common Stock”) and Class B Common Stock, $.001 par value (“Class B Common Stock”).

1.4.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations thereunder, all as the same shall be in effect at the time.

1.5.

“Holder” means any holder of outstanding Registrable Securities or shares convertible into Registrable Securities.

1.6.

“Form S-3” means Form S-3 or Form F-3 under the United States Securities Act of 1933, as amended (the “Securities Act”), as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.7.

“Fraudulent Act” means any action that is determined to be fraudulent, or involve other willful or intentional misconduct, or involve a breach of the duty of loyalty to the Company or its stockholders, or an action or omission not in good faith or which involves intentional misconduct or a knowing violation of law under Section 174 of the DGCL or any other action from which an improper personal benefit is received with respect to the other parties in connection with this Agreement.

1.8.

“Initiating Holders” means Holders holding more than fifty percent (50%) of the Registrable Securities, assuming for purposes of such determination the conversion of all shares convertible into Registrable Securities.

1.9.

“Initial Public Offering” or “IPO” means the closing of the sale of Class A Common Stock of the Company to the public in a bona fide firm commitment underwriting pursuant to a registration statement under the Securities Act, where the price paid by the public for such shares of Common Stock reflects a valuation of the Company immediately prior to the offering of not less than $150,000,000 (One Hundred Fifty Million Dollars), and with net proceeds to the Company of not less than $15,000,000 (Fifteen Million Dollars) (as adjusted for share combinations, subdivisions or other recapitalization of the Company’s shares).

1.10.

“Register”, “registered” and “registration” refer to a registration effected by filing a registration statement in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such registration statement, or the equivalent actions under the laws of another jurisdiction.

1.11.

“Registrable Securities” shall mean all of the following to the extent the same have not been sold to the public (i) any and all shares of Common Stock of the Company issued or issuable upon conversion of shares of the Company’s Preferred Stock, upon exercise of any warrants or options held by the Investors to purchase Common Stock or Preferred Stock or issued pursuant to the Series C Stock Purchase Agreement; or (ii) any and all shares of Common Stock of the Company issued to ADC pursuant to the Acquisition Agreement and any and all shares of Common Stock issued or issuable upon (x) conversion of shares of the Company’s Series E-2 Preferred Stock or (y) warrants to purchase Common Stock issued to ADC pursuant to the Acquisition Agreement or related lending arrangements; or (iii) stock issued in respect of stock referred to in (i) or (ii) above in any reorganization; or (iv) stock issued in respect of the stock referred to in (i), (ii) or (iii) as a result of a stock split, stock dividend, recapitalization or combination; or (v) for purposes of Sections 7.1 and 7.3 shares of Common Stock held by the Founder Shareholders, excluding shares included in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, Registrable Securities shall not include otherwise Registrable Securities (i) sold by a person in a transaction in which his rights under this

Agreement are not properly assigned; or (ii) (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) the registration rights associated with such securities have been terminated pursuant to this Agreement, provided, however, than any Common Stock that could be sold pursuant to Rule 144 by the Holder thereof (in accordance with applicable law) within three (3) months without registration of such shares, shall not be deemed to be Registrable Securities; and provided that in no event shall the Company be required to register any shares of Class B Common Stock.

1.12.

“Rule 144” shall mean Rule 144 under the Securities Act or any successor or similar rule as may be enacted by the Commission from time to time, but shall not include Rule 144A.

1.13.

“Rule 144A” shall mean Rule 144A under the Securities Act or any successor or similar rule as may be enacted by the Commission from time to time, but shall not include Rule 144.

1.14.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations thereunder, all as the same shall be in effect at the time.

2.

Affirmative Covenants. The Company covenants that, until the Initial Public Offering:):

2.1.

Delivery of Financial Statements. The Company shall deliver to each Holder or group of Holders who individually, or as a group, hold at least 4,310,345 shares of the outstanding Common Stock of the Company (or other shares including shares of Preferred Stock convertible into at least 4,310,345 shares of the Common Stock of the Company on an as-if converted basis) the following:

2.1.1.

As soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, audited financial statements, including a consolidated balance sheet of •the Company and its subsidiaries as of the end of such year, and statements of income and statements of cash flow of the Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), audited by a firm of Independent Certified Public Accountants affiliated with one of the “Big Four” US accounting firms (a “CPA”), and

accompanied by an opinion of such firm which opinion shall state that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial position of the Company as of their date, and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; and

2.1.2.

As soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company to the extent requested by a Holder, a consolidated balance sheet of the Company as at the end of each such period and unaudited consolidated statements of (i) income and (ii) cash flow of the Company for such period and for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, all in reasonable detail and certified by the chief financial officer (or if none, by the chief executive officer) of the Company (the “CFO”).

2.2.

Reporting to the Board. The Company shall deliver to each Holder or group of Holders for so long as such Holder, individually, or as a group, holds at least 7,789,063 of the outstanding Common Stock of the Company (or other shares including shares of Preferred Stock convertible into at least 7,789,063 of the Common Stock of the Company on an as-if converted . basis) (herein, a “Major Investor”) the following:

2.2.1.

As soon as practicable, but in any event within thirty (30) days after the end of each month, the Company shall submit to the Board of Directors of the Company (the “Board”) and to each Major Investor, at such Major Investor’s request, a report, in a format acceptable to the Board, which will include a description of any event likely to have a significant impact upon the Company or its business and other information and data with respect to the Company’s operations during that month. The monthly report shall include a comparison of the actual figures to the budget with respect of such reported period, all in reasonable detail.

2.2.2.

As soon as practicable, but not less than sixty (60) days prior to the beginning of each fiscal year, the Company shall submit to

its Board and to each Major Investor, at such Major Investor’s request, a budget and a business plan for the coming fiscal year. The management of the Company shall establish annually an operating plan and budget for the Company (the “Annual Plan”), in consultation with the Board. The Annual Plan for the following year shall be submitted to the Board for its approval at least sixty (60) days prior to the first day of the fiscal year covered by such Annual Plan. In addition, the Company’s management shall submit to the Board monthly and other reports in such format, and containing such information, as the Board shall require.

2.2.3.

If and to the extent requested by the Board of Directors, the Company shall prepare and submit to each Major Investor a separate balance sheet and statement of income for any designated subsidiary of the Company for the period or periods so specified.

2.3.

The Board may (with the consent of at least two (2) directors designated solely by the Investors) postpone the delivery of the financial reports required by Sections 2.1 and 2.2 for a period not to exceed thirty (30) days.

2.4.

Accounting. The Company will maintain a system of accounting established and administered in accordance with GAAP consistently applied on a consolidated basis, and will set aside on its books all such proper reserves as shall be required by GAAP.

2.5.

Confidentiality and Inventions Agreements. The Company and its subsidiaries will not employ, or continue to employ, any person who will have access to material confidential information with respect to the Company, its subsidiary and their respective operations unless such person has executed and delivered a Confidentiality and Inventions Agreement to the satisfaction (as to substance and form) of the Company’s management and legal counsel.

2.6.

Access to Information. The Company will permit representatives of each Major Investor full and free access, at all reasonable times, and upon reasonable advance notice, to any of the properties of the Company (including its books and records) and at their own expense, to discuss its affairs, finances and accounts with the Company’s officers and auditor, for any purpose whatsoever. This Section 2.6 shall not be in limitation of any rights which the Major Investors or directors designated by the Investors may have under applicable law.

2.7.

Directors Indemnity Insurance. If the Company provides liability insurance for any of its officers or directors, it will also obtain such insurance for all of the members of the Board. The Company shall obtain and maintain liability insurance for all its directors and officers in an amount and with a carrier satisfactory to the Board, which amount shall not be less than $3,000,000 (or if such amount is not commercially available, the maximum available amount).

2.8.

VC Fund Indemnification. Notwithstanding any contrary provision herein, the Company further agrees to indemnify, defend and hold harmless each of the Investors identified as a “VC Fund Investor” in Exhibit B attached hereto (which shall be deemed to include ADC upon its execution of a counterpart to this Agreement) and their respective affiliates (the “Indemnitees”) against losses arising in whole or in part out of any occurrence related to the fact that Indemnitees are or were or may be deemed a director, officer, stockholder, employee, controlling person, agent, or fiduciary of the Company, except with respect to Fraudulent Acts. Wherein “Affiliate” for this purpose shall mean, with respect to any person or entity, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such person or entity, on or after the date first written above, including, without limitation, any partner, officer, director, member or employee of such person or entity and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such person or entity. In furtherance of and not in limitation of the foregoing, the Company shall advance expenses, including, without limitation, attorneys’ fees, incurred by any Indemnitee in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnitee to repay such advance if it shall be ultimately determined that such Indemnitee is not entitled to be indemnified by the Company. The foregoing right of indemnification shall in no way be exclusive of any other rights of indemnification to which any Indemnitee may be entitled, under any by-law, agreement, vote of directors or stockholders or otherwise.

2.9.

The Company shall not amend the by-laws without the consent of at least two (2) of the directors designated solely by the holders of Preferred Stock.

3.

[intentionally omitted].

4.

Restrictions on Transferability. The Registrable Securities shall not be sold, assigned, transferred or pledged, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act or any applicable securities laws. Each Holder will cause any proposed assignee, transferee, or pledgee of the Registrable Securities held by a Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

5.

Restrictive Legend. Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws or otherwise):

6.

Notice of Proposed Transfer. The Holder of each certificate representing Registrable Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 6. Each such Holder agrees not to make any disposition of all or any portion of any Registrable Securities held by it directly or indirectly unless and until:

6.1.

There is in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

6.2.

(i) Such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition; and

6.3.

Notwithstanding the provisions of paragraphs 6.2(i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder to a party to which such holder may make a transfer or assignment pursuant to Section 11.3 below, provided, that such transferee agrees in writing to be subject to all of the terms hereof to the same extent as if he were an original Holder hereunder.

7.

Registration. The following provisions shall govern the registration of the Company’s securities:

7.1.

Incidental (“Piggyback”) Registration. If the Company at any time proposes to register any of its securities, other than in a demand registration pursuant to Section 7.2(a) or Section 7.3 of this Agreement, it shall give notice to the Holders of such intention. Upon the written request of any Holder given within twenty (20) days after receipt of any such notice, the Company shall take all actions under its power and control to include in such registration all of the Registrable Securities indicated in such request, so as to permit the disposition of the shares so registered. Notwithstanding any other provision of this Section, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, and then to the extent necessary, shares held by the Holders (pro rata to the respective number of Registrable Securities held by such Holders). The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7.1 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 7.6.

7.2.

Demand Registration. (a) At any time beginning six (6) months following the closing of an IPO, the Initiating Holders may request in writing that all or part of the Registrable Securities held by such Holder shall be registered for trading. Within twenty (20) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall take all actions under its power and control to include in such registration all Registrable Securities held by all such Holders who wish to participate in such demand registration and who provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Thereupon, the Company shall effect the registration of all Registrable Securities as to which it has received requests for registration with an underwriter acceptable to the holders of a majority of the participating Registrable Securities. The Company shall not be required to effect more than two (2) registrations under this Section 7.2, nor shall the Company be required to effect a registration for the sale of shares with an anticipated sales price of less than Five Million Dollars ($5,000,000). Notwithstanding any other provision of this Section 7.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, and then to the extent necessary, shares held by the Holders (pro rata to the respective number of Registrable Securities held by such Holders).

7.3.

Form S-3 Registration. In case the Company shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, and any related qualification or compliance, with respect to Registrable Securities, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000 (One Million Dollars), the Company will within twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Holders, and shall take all actions under its power and control to include in such registration all Registrable Securities held by all such Holders who wish to participate in such registration and who provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Thereupon, the Company shall take all actions under its power and

control to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Holders of Registrable Securities may not request more than two (2) registrations pursuant to this Section 7.3 during any twelve-month period and any such registration pursuant to this Section 7.3 shall not be counted as a demand for registration pursuant to section 7.2.

7.4.

Notwithstanding Sections 7.2 and 7.3 above, the Company shall not be required to effect any registration: (i) within one hundred and twenty (120) days after the effective date of any other registration effected; or (iii) during the pending period of any Demand Blackout Period (as hereinafter defined).

7.5.

Designation of Underwriter. (a) In the case of any registration effected pursuant to Section 7.2 or 7.3 and in the event the Initiating Holders intend to distribute the Registrable Securities by means of an underwriting, a majority of the Initiating Holders that submitted requests for registration shall have the right to designate the managing underwriter(s) in any underwritten offering who shall be a prominent and reputable underwriter, subject to the consent of the Company, which consent shall not be unreasonably withheld.

7.6.

Expenses. All expenses incurred in connection with any registration under Section 7.1, Section 7.2 or Section 7.3, including the reasonable fees and expenses of one counsel for the selling shareholders (including the Holders), shall be borne by the Company; provided, however, that each of the Holders participating in such registration shall pay its pro rata portion of the fees, discounts or commissions payable to any underwriter,

7.7.

Indemnities. In the event of any registered offering of Common Stock pursuant to this Section 7:

7.7.1.

The Company will indemnify and hold harmless, to the fullest extent permitted by law, any Holder and any underwriter for such Holder, the partners, officers and directors of each Holder and each person, if any, who controls the Holder or such underwriter, from and against any and all losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) any untrue statement or alleged 11 untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any rule or regulation promulgated under the