EX-10.1






Ex. 10.1




VOTING AGREEMENT




This VOTING AGREEMENT, dated as of October 21, 2007 (the “Agreement”), is by and among
ADC Telecommunications, Inc., a Minnesota corporation (“Parent”), and each Stockholder of
LGC Wireless, Inc., a Delaware corporation (the “Company”), whose signature is set forth on
the signature pages to this Agreement (each a “Stockholder” and, collectively, the
“Stockholders”). Capitalized terms which are used but not defined herein shall have the
meanings ascribed to them in the Merger Agreement (as defined below).



WITNESSETH:




WHEREAS, concurrently with the delivery of this Agreement, Parent and the Company are entering
into an Agreement and Plan of Merger (the “Merger Agreement”), which provides for Hazeltine Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”),
to be merged with and into the Company in accordance with the Delaware General Corporation Law and
the terms of the Merger Agreement, as a result of which the Company will be the surviving
corporation and will be a wholly owned subsidiary of Parent (the “Merger”);



WHEREAS, the execution of this Agreement by the Stockholders is a condition to Parent’s
willingness to enter into the Merger Agreement on the terms contained therein;



WHEREAS, the Stockholders own in the aggregate over 50% of the Company Capital Stock issued
and outstanding on a fully-diluted, as converted basis; and



WHEREAS, the Stockholders desire that the Company and Parent consummate the Merger
contemplated by the Merger Agreement and are willing to enter into this Agreement to induce Parent
to enter into the Merger Agreement.



NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
set forth herein, the parties hereto, intending to be legally bound, agree as follows:



1. Agreement to Vote, Not to Tender. At such time as the Company convenes a meeting
of, solicits written consents from or otherwise seeks a vote of, the Company’s stockholders for the
purpose of considering and approving the Merger and the other transactions contemplated by the
Merger Agreement, each of the Stockholders hereby agrees to vote all shares of Company Capital
Stock owned or hereafter acquired by such Stockholder as of the time of such meeting or written
consent (whether held directly or beneficially) in favor of the Merger and the other transactions
contemplated by the Merger Agreement and all other actions necessary or desirable for the
consummation of the Merger. In addition, during the term hereof, each of the Stockholders further
agrees to vote all such shares against any other transaction presented to the stockholders of the
Company that could have the effect of impeding the ability of Parent and the Company to consummate
the Merger. Furthermore, during the term hereof, each Stockholder agrees not to tender, sell or
otherwise transfer such Stockholder’s shares of Company Capital Stock or warrants, options or other
rights to acquire Company Capital Stock to any third party.



2. IRREVOCABLE PROXY. EACH STOCKHOLDER HEREBY GRANTS TO AND APPOINTS MERGER SUB AND
THE PRESIDENT OF MERGER SUB AND THE SECRETARY OF MERGER SUB, IN THEIR RESPECTIVE CAPACITIES AS
OFFICERS OF MERGER SUB, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF MERGER
SUB, AND ANY OTHER DESIGNEE OF MERGER SUB, EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER’S PROXY AND
ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE OR ACT BY WRITTEN CONSENT WITH RESPECT
TO THE STOCKHOLDER’S SHARES OF COMPANY CAPITAL STOCK IN ACCORDANCE WITH SECTION 1 HEREOF. THIS
PROXY IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THIS AGREEMENT IS TERMINATED
PURSUANT TO SECTION 8 HEREOF. THE STOCKHOLDER HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY IT
WITH RESPECT TO THE STOCKHOLDER’S SHARES OF COMPANY CAPITAL STOCK. NOTWITHSTANDING ANY OTHER
PROVISIONS OF THIS AGREEMENT, THE IRREVOCABLE PROXY GRANTED HEREUNDER SHALL AUTOMATICALLY TERMINATE
UPON THE TERMINATION OF THIS AGREEMENT.



3. Limitation. Each Stockholder shall retain at all times the right to vote such
Stockholder’s shares of Company Capital Stock in that stockholder’s sole discretion on all matters,
other than those set forth in Section 1, that are at any time or from time to time presented for
consideration by the Company’s Stockholders generally and the proxy granted pursuant to Section 2
hereof shall be inapplicable in such circumstances.



4. No Negotiations. Subject to Section 6.5 of the Merger Agreement, from and after
the date of the Merger Agreement until the earlier to occur of the Closing Date or termination of
the Merger Agreement pursuant to its terms, the undersigned Stockholder shall not directly
(i) solicit, initiate or knowingly encourage the submission of any Takeover Proposal from any
Person (including any of its or their officers or employees, representatives, agents, or
affiliates), other than the Parent or its affiliates or representatives, (ii) participate in any
discussions or negotiations regarding, or furnish to any other Person (other than the Parent or its
affiliates or representatives) any information with respect to, or otherwise cooperate in any way
with, or assist or participate in, facilitate or knowingly encourage any effort or attempt by any
other Person to do or seek any of the foregoing or (iii) approve, endorse or recommend any Takeover
Transaction (except to the extent specifically permitted pursuant to Section 6.5 of the Merger
Agreement), or (iv) enter into any letter of intent or similar document or any contract, agreement
or commitment contemplating or otherwise relating to any possible or proposed Takeover Proposal.
In addition, from and after the date of this Agreement until the earlier to occur of the Effective
Time or termination of the Merger Agreement pursuant to its terms, each Stockholder shall not,
directly or indirectly, make or authorize any public statement, recommendation or solicitation in
support of any proposal made by any person, entity or group (other than Parent) relating to any of
the foregoing.



5. Representations, Warranties and Covenants of the Stockholders. The Stockholders
severally, but not jointly, hereby represent and warrant to Parent that:



(a) Each Stockholder has the requisite legal capacity and authority to execute and deliver
this Agreement, to perform the obligations of the Stockholder under this Agreement and to
consummate the transactions contemplated by this Agreement. If the Stockholder is not an
individual, it has taken all required actions to authorize the execution, delivery and performance
of this Agreement. This Agreement has been duly executed and delivered by such Stockholder and
constitutes a valid and legally binding obligation of such Stockholder enforceable in accordance
with its terms, except to the extent that enforceability thereof may be limited by bankruptcy and
other similar laws and general principles of equity or public policy;



(b) Each Stockholder’s execution, delivery and performance of this Agreement will not result
in the creation of any Lien upon any of the shares of Company Capital Stock held by such
Stockholder under any of the terms, conditions or provisions of any contract to which such
Stockholder is a party;



(c) No filing or registration with or notification to and no permit, authorization, consent or
approval of, any court, commission, governmental body, regulatory authority, agency or tribunal
wherever located is required to be obtained, made or given by any Stockholder in connection with
the execution, delivery and performance by any Stockholder of this Agreement; and



(d) Schedule 1 to this Agreement correctly sets forth the number of shares of Company Capital
Stock, options, warrants and any other rights to acquire Company Capital Stock held or owned by
each Stockholder as of the date of this Agreement. Each Stockholder has, and will have as of the
Effective Time, good title to all of the shares of Company Capital Stock set forth below his, her
or its name on the signature page hereto which, as of the Effective Time, will be free and clear of
all liens, security interests and encumbrances or any restrictions on transfer. Each Stockholder
understands and agrees that any shares of Company Capital Stock it acquires after the date hereof
and before the Effective Time (by exercise of any options, warrants and any other rights to acquire
Company Capital Stock) will be subject to the requirements in Section 1 herein.



6. Capacity. The parties hereby agree that the Stockholders are executing this
Agreement solely in their capacity as Stockholders of the Company. Nothing contained in this
Agreement shall limit or otherwise affect the conduct or exercise of any Stockholder’s fiduciary
duties as an officer or director of the Company.



7. Further Assurances. Each Stockholder will, upon the request of Parent, execute and
deliver such documents and take such action reasonably requested by Parent to effectuate the
purposes of this Agreement and to consummate the transactions contemplated by the Merger Agreement.



8. Termination. This Agreement shall terminate upon the earlier of (a) the Effective
Time or (b) the termination of the Merger Agreement in accordance with its terms. In the event
this Agreement is terminated in accordance with the preceding sentence, this Agreement (and the
proxy granted hereby) shall immediately become void, there shall be no liability under this
Agreement on the part of Parent, its officers or directors or the Stockholders, and all rights and
obligations of the parties to this Agreement shall cease.



9. Expenses. Each party hereto shall pay its own expenses incurred in connection with
this Agreement, except as otherwise specified in the Merger Agreement.



10. Specific Performance. The parties hereto agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, without
the necessity of proving damages or posting any bond, and to enforce specifically the terms and
provisions hereof in any court of the United States or any state thereof having jurisdiction, this
being in addition to any other remedy to which they are entitled at law or in equity.



11. Notice. Unless otherwise provided in this Agreement, all notices and other
communications under this Agreement shall be in writing and may be given by any of the following
methods: (a) personal delivery (with written confirmation of receipt); (b) registered or certified
mail, postage prepaid (receipt requested); (c) overnight delivery service (receipt requested); or
(d) by facsimile, telecopy or other electronic transmission device (with receipt acknowledgement,
provided that such acknowledgement does not include an acknowledgement generated automatically by a
facsimile, telecopy or other electronic transmission device). Such notices and communications
shall be sent to the appropriate party at its address given below or at such other address for such
party as shall be specified by notice given under this Agreement (and shall be deemed given upon
receipt by such party or upon actual delivery to the appropriate address):



(a) if to a Stockholder:



To the addresses set forth on Schedule 1 hereto




with a copy to:




Scott D. Elliott, Esq.


Ropes & Gray LLP


One Embarcadero Center


Suite 2200


San Francisco, CA 94111


Fax: (415) 315-4834



(b) if to Parent:




ADC Telecommunications, Inc.


P.O. Box 1101


Minneapolis, MN 55440-1101


Attention: Office of the General Counsel


Fax: (952) 917-0893




with a copy to:




Dorsey & Whitney LLP


50 South Sixth Street


Minneapolis, Minnesota 55402


Attention: Robert A. Rosenbaum


Fax: (612) 340-7800



12. Parties in Interest. This Agreement shall inure to the benefit of and be binding
upon the parties named herein and their respective successors and assigns. Nothing in this
Agreement, expressed or implied, is intended to confer upon any person other than the Stockholders,
Parent or Merger Sub, or their permitted successors or assigns, any rights or remedies under or by
reason of this Agreement.



13. Entire Agreement; Amendments. This Agreement, together with the Merger Agreement
and the other documents referred to therein, constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements
and understandings, both written or oral, between the parties with respect to the subject matter
hereof. This Agreement may not be changed, amended or modified orally, but only by an agreement in
writing signed by the party against whom any waiver, change, amendment, modification or discharge
may be sought.



14. Assignment. No party to this Agreement may assign any of its rights or delegate
any of its obligations under this Agreement (whether by operation of law or otherwise) without the
prior written consent of the other parties hereto.



15. Interpretation. The language used in this Agreement shall be deemed to be the
language chosen by the parties to express their mutual intent, and no rule of strict construction
shall be applied against any party. The headings of articles and sections herein are for
convenience of reference, do not constitute a part of this Agreement, and shall not be deemed to
limit or affect any of the provisions hereof.



16. Counterparts. This Agreement may be executed via facsimile in two or more
counterparts, each of which, when executed, shall be deemed to be an original and all of which
together shall constitute one and the same document.



17. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to the principles of conflicts of
laws thereof.



18. Validity. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provisions of this Agreement, which
shall remain in full force and effect. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as closely as possible in
an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent
possible.



19. Stockholders’ Representative. Each of the undersigned Stockholders acknowledges
the appointment of Robert R. Ackerman, Jr. as the Stockholders’ Representative in accordance with
the Merger and the Merger Agreement.



[Remainder of page left blank; signature page follows]




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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed
as of the day and year first written above.



ADC TELECOMMUNICATIONS, INC.



By: /s/ Robert E. Switz

Print Name: Robert E. Switz

Title: President & CEO




Address: 13625 Technology Drive



Eden Prairie, MN 55344



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




ASSOCIATED VENTURE INVESTORS III, L.P.



	 	 	 
	By:

	 	AVI Management Partners, III, L.P.,

Its General Partner
	By:

	 	/s/ Brian Grossi
	
 
	 	 







	 	 	Print Name: Brian Grossi

Title: General Partner






Address: c/o Shirley Wong


130 Lytton Ave, Suite 210, Palo Alto, CA 94302


cc: 27345 Deer Springs Way, Los Altos Hills, CA 94022



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




AVI CAPITAL, L.P.



	 	 	 
	By:

	 	AVI Capital Management, L.P.,

Its General Partner
	By:

	 	/s/ Brian Grossi
	
 
	 	 







	 	 	Print Name: Brian Grossi

Title: General Partner






Address: c/o Shirley Wong


130 Lytton Ave, Suite 210, Palo Alto, CA 94302


cc: 27345 Deer Springs Way, Los Altos Hills, CA 94022



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




AVI SILICON VALLEY PARTNERS, L.P.



	 	 	 
	By:

	 	AVI Management Partners, L.P.,

Its General Partner
	By:

	 	/s/ Brian Grossi
	
 
	 	 







	 	 	Print Name: Brian Grossi

Title: General Partner






Address: c/o Shirley Wong


130 Lytton Ave, Suite 210, Palo Alto, CA 94302


cc: 27345 Deer Springs Way, Los Altos Hills, CA 94022



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of the
day and year first written above.




MAYFIELD ASSOCIATES FUND III


a California Limited Partnership




By: Mayfield VIII Management, LLC


a Delaware Limited Liability Company,


Its General Partner




By: /s/ Yogan K. Dalal

Title: Managing Member





Address: 2800 Sand Hill Road, Menlo Park, CA 94025



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




MAYFIELD VIII


a California Limited Partnership




By: Mayfield VIII Management, LLC


A Delaware Limited Liability Company,


Its General Partner




By: /s/ Yogan K. Dalal

Title: Managing Member





Address: 2800 Sand Hill Road, Menlo Park, CA 94025



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




WIRELESS TRUST




By: /s/ James T. Beck




	 	 	Its: Administrative Trustee






Name: James T. Beck


Title: Administrative Trustee


Address: 2800 Sand Hill Road, Menlo Park, CA 94025



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




WIRELESS TRUST II




By: /s/ James T. Beck




	 	 	Its: Administrative Trustee






Name: James T. Beck


Title: Administrative Trustee


Address: 2800 Sand Hill Road, Menlo Park, CA 94025



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




WIRELESS TRUST III




By: /s/ James T. Beck




	 	 	Its: Administrative Trustee






Name: James T. Beck


Title: Administrative Trustee


Address: 2800 Sand Hill Road, Menlo Park, CA 94025



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




OMERS ADMINISTRATION CORPORATION






(formerly, Ontario Municipal Employees Retirement System)




By: /s/ John W. Macdonald

Print Name: John W. Macdonald

Title: Executive Vice President, Chief Operating Officer





By: /s/ Patrick G. Crowley

Print Name: Patrick G. Crowley

Title: Chief Financial Officer





Address: One University Ave, Suite 1200


Toronto, ON M5J2P1, Canada




With a copy to:


c/o OMERS Capital Partners Inc.






Royal Bank Plaza, 200 Bay Street, Toronto, Ontario, CANADA M5J2J2,
Att: Chantal Thibault


Fax: 416-864-3255



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




CRYSTAL INTERNET VENTURE FUND II (BVI), L.P.


By: Crystal Venture II, Ltd.




By: /s/ Daniel Kellogg

Print Name: Daniel Kellogg

Title: V.P.





Address: 1120 Chester Ave; #418, Cleveland, OH 44114



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




CRYSTAL INTERNET VENTURE FUND II (BVI)


CRYSTAL VISION, L.P.






By: Crystal Venture II, Ltd.




By: /s/ Daniel Kellogg

Print Name: Daniel Kellogg

Title: V.P.





Address: 1120 Chester Ave; #418, Cleveland, OH 44114



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




MEDIA TECHNOLOGY EQUITY PARTNERS, L.P.




By: /s/ Robert R. Ackerman, Jr.

Print Name: Robert R. Ackerman, Jr.

Title: MANAGING MEMBER OF THE GENERAL PARTNER





Address: 130 Lytton Avenue; Suite 210


Palo Alto, California 94301



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




MEDIA TECHNOLOGY ENTREPRENEURS FUND II, L.P.




By: /s/ Robert R. Ackerman, Jr.

Print Name: Robert R. Ackerman, Jr.

Title: Managing member of the general partner





Address: 130 Lytton Avenue; Suite 210


Palo Alto, California 94301



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




FORTUNETECH SEED FUND LTd.




By: /s/ Philip Wang

Print Name: Philip Wang

Title: President





Address: 1731 Technology Drive, Suite 760, San Jose, CA
95110


535 Middlefield Rd., Suite 280, Menlo Park, CA 94025



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




FORTUNE TECHNOLOGY FUND I LTD.




By: /s/ Chew Lo-Hou

Print Name: Chew Lo-Hou

Title: Chairman





Address: #05-04 Goldbell Towers, 47 Scotts Road, Singapore
228233



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




FORTUNE TECHNOLOGY FUND II LTD.




By: /s/ Chew Low-Hou

Print Name: Chew Low-Hou

Title: Chairman





Address: #05-04 Goldbell Towers, 47 Scotts Road, Singapore
228233



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




RANDOLPH ASSOCIATES




By: /s/ Mathew E. Steinmetz

Print Name: Mathew E. Steinmetz

Title: PARTER

Address: 200 E. RANDOLPH DRIVE, CHICAGO, IL 60601



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




WAVELAND TECHNOLOGY PARTNERS, L.P.




By: /s/ Ryan W. Siemens

Print Name: Ryan W. Siemens

Title: MANAGER, WAVELAND VENTURE PARTNERS, LLC HS GP





Address: 19800 MACARTHUR BLVD, STE 650, IRVINE CA 92612



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




IADF CAPITAL PARTNERS LTD.




By: /s/ Jon Goldberg

Print Name: Jon Goldberg

Title: PARTNER





Address: 1436 N. ASTER, CHICAGO, IL 60610



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




FOR AND ON BEHALF OF


UOB HERMES ASIA TECHNOLOGY FUND




By: /s/ Kian Wee Seah

Name: Kian-Wee Seah

Title: Deputy Managing Director of





UOB Venture Management PTE Ltd


Address: 80 Raffles Place, #30-20, UOB Plaza 2, Singapore 048624,
Singapore



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




REMBRANDT VENTURE PARTNERS II, L.P.




By: /s/ Richard Ling

Name: Richard Ling

Title: Managing Member





Address: 2200 Sand Hill Road, Menlo Park, California 94025



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of the
day and year first written above.




ALVARION INC.




By: /s/ Greg Daily

Print Name: Greg Daily

Title: President





Address: 2495 Leghorn Street, Mountain View, CA 94043




REVIEWED/APPROVED:




/s/ Lior Barak




	 	 	Lior Barak, VP Finance




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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.



	 	 	 
	By:

	 	/s/ Ian Sugarbroad
	
 
	 	 
	
 
	 	IAN SUGARBROAD







	 	 	Address: 2540 Junction Ave, San Jose, CA 95134




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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




By: /s/ Mike Frausing




	 	 	Mike Frausing






Address: 2540 JUNCTION AVE, SAN JOSE CA 95134



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




By: /s/ John O’Connell




	 	 	John O’connell






Address: 26912 Eleua Rd., Los Altos Hills, Ca 94022



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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be executed as of
the day and year first written above.




BY: /S/ John Niedermaier


JOHN NIEDERMAIER


Address: 2540 JUNCTION AVE, SAN JOSE, CA 95134




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