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.
VOTING AGREEMENTVoting 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”).
VOTING AGREEMENTVoting 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”).
VOTING AGREEMENTVoting 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 S. Kent Coker (the “Stockholder”), a stockholder of 25,000 shares of Somera Communications, Inc. (the “Company”).
