Somera Communications Inc Sample Contracts

EXHIBIT 2.1 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 27th, 2000 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California
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EXHIBIT 10.5 ------------
Loan Agreement • September 10th, 1999 • Somera Communications Inc • Massachusetts
EXHIBIT 10.6 ------------
Security Agreement • September 10th, 1999 • Somera Communications Inc • Massachusetts
EXHIBIT 10.1 ------------ SOMERA COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 10th, 1999 • Somera Communications Inc • Delaware
FIRST AMENDMENT TO LEASE ------------------------
Lease • September 10th, 1999 • Somera Communications Inc
EXHIBIT 10.7
Employment Agreement • September 10th, 1999 • Somera Communications Inc • California
EXHIBIT 10.14 ------------- FORM OF SOMERA COMMUNICATIONS, INC. REGISTRATION AGREEMENT ----------------------
Registration Agreement • October 27th, 1999 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California
Exhibit 10.23 CREDIT AGREEMENT by and between SOMERA COMMUNICATIONS, INC., a Delaware corporation
Credit Agreement • May 14th, 2001 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California
RECITALS
Sublease Agreement • March 29th, 2001 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California
AGREEMENT AND PLAN OF MERGER Dated as of June 24, 2006 among TELMAR NETWORK TECHNOLOGY, INC., TELMAR ACQUISITION CORP. and SOMERA COMMUNICATIONS, INC.
Agreement and Plan of Merger • June 28th, 2006 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • New York

This AGREEMENT AND PLAN OF MERGER, dated as of June 24, 2006 (this “Agreement”), is among Telmar Network Technology, Inc., a Delaware corporation (“Parent”), Telmar Acquisition Corp., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and Somera Communications, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.12.

SECOND AMENDMENT ----------------
Somera Communications Inc • September 10th, 1999
Net, Net, Net LEASE
Somera Communications Inc • September 10th, 1999 • California
] Shares
Somera Communications Inc • October 15th, 1999 • Wholesale-electronic parts & equipment, nec • New York
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WITNESSETH
Lease • March 18th, 2002 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • Georgia
SOMERA COMMUNICATIONS, INC. JEREMY D. ROSSEN EMPLOYMENT AGREEMENT
Employment Agreement • April 28th, 2004 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California

This Agreement is entered into as of April 2, 2004, and shall be deemed effective as of March 22, 2004 (the “Effective Date”) by and between Somera Communications, Inc. (the ”Company”), and Jeremy D. Rossen (“Executive”).

Exhibit 10.13 ------------- SUBLEASE
Somera Communications Inc • September 10th, 1999
SOMERA COMMUNICATIONS SALES, INC. MICHAEL FOLIANO EMPLOYMENT AGREEMENT
Michael Foliano Employment Agreement • August 9th, 2004 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California

This Agreement is entered into and shall be effective as of August 2, 2004 (the “Effective Date”) by and between Somera Communications Sales, Inc. (the ”Company”), and Michael Foliano (“Executive”).

ASSET PURCHASE AGREEMENT BY AND AMONG SOMERA COMMUNICATIONS, INC., COMPASS TELECOM SERVICES, L.L.C., COMPASS—TS, INC., CTS PARTNERS, INC., WALTER M. PRATHER, J.C. MASSEY AND DENNIS J. DODSON Signing Date: September 19, 2002 Closing Date: October 8, 2002
Asset Purchase Agreement • October 9th, 2002 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • Georgia

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 19, 2002 by and among (i) Somera Communications, Inc., a Delaware corporation, and/or one of its affiliates (“Purchaser”); (ii) Compass Telecom Services, L.L.C. (“Telecom”), a Georgia limited liability company, Compass—TS, Inc. (“TS”), a California corporation and CTS Partners, Inc. (“CTS”), a Georgia corporation (Telecom, TS, and CTS are collectively, “Sellers”); (iii) Walter M. Prather and J.C. Massey (the “Active Compass Shareholders”); and (iv) Dennis J. Dodson (together with the Active Compass Shareholders, the “Compass Shareholders”).

VOTING AGREEMENT
Voting Agreement • June 28th, 2006 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • Delaware

VOTING AGREEMENT, dated as of June 24, 2006 (the “Agreement”), by and among Telmar Network Technology, Inc., a Delaware corporation (“Parent”), Telmar Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and David Peters (the “Stockholder”), a stockholder of 17,500 shares of Somera Communications, Inc. (the “Company”).

AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 9th, 2002 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • Georgia

This Amendment (the “Amendment”), effective as of October 2, 2002 (the “Amendment Date”) to the Asset Purchase Agreement dated September 19, 2002 (the “Purchase Agreement”) by and among (i) Somera Communications, Inc. (the “Purchaser”), (ii) Compass Telecom Services, L.L.C., Compass—TS, Inc. and CTS Partners, Inc. (collectively, “Compass”), and (iii) Walter M. Prather, J.C. Massey and Dennis J. Dodson (the “Compass Shareholders”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement.

SOMERA COMMUNICATIONS, INC. SCOTT WILLIS EMPLOYMENT AGREEMENT
Scott Willis Employment Agreement • June 3rd, 2005 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • Texas

This Agreement is entered into as of May 31, 2005, and effective as of May 31, 2005 (the “Effective Date”) by and between Somera Communications, Inc. (the ”Company”), and Scott Willis (“Executive”).

VOTING AGREEMENT
Voting Agreement • June 28th, 2006 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • Delaware

VOTING AGREEMENT, dated as of June 24, 2006 (the “Agreement”), by and among Telmar Network Technology, Inc., a Delaware corporation (“Parent”), Telmar Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and certain stockholders of Somera Communications, Inc., a Delaware corporation (the “Company”), whose names appear on Schedule I hereto (each a “Stockholder” and collectively, the “Stockholders”).

SOMERA COMMUNICATIONS, INC. AMENDED AND RESTATED
Stephen Cordial Employment Agreement • April 28th, 2004 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California

This Agreement is entered into as of April 2, 2004, and shall be deemed effective as of March 22, 2004 (the “Effective Date”) by and between Somera Communications, Inc. (the ”Company”), and C. Stephen Cordial (“Executive”), and amends and restates in its entirety that certain Employment Agreement dated as of August 15, 2002 by and between the Company and Executive (the “Initial Employment Agreement”).

SOMERA COMMUNICATIONS, INC. JEFF MILLER EMPLOYMENT AGREEMENT
Jeff Miller Employment Agreement • November 15th, 2002 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California
SERVICE AGREEMENT
Service Agreement • February 27th, 2004 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec
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