EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 27th, 2000 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California
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 AGREEMENTIndemnification Agreement • September 10th, 1999 • Somera Communications Inc • Delaware
FIRST AMENDMENT TO LEASE ------------------------Lease • September 10th, 1999 • Somera Communications Inc
Exhibit 10.15 SOMERA COMMUNICATIONS, INC BRANDT A. HANDLEY EMPLOYMENT AGREEMENT This Agreement is made by and between Somera Communications (the "Company") and Brandt A. Handley ("Employee") as of January 8th, 2001. 1) DUTIES AND SCOPE OF EMPLOYMENT...Employment Agreement • March 29th, 2001 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California
EXHIBIT 10.7Employment Agreement • September 10th, 1999 • Somera Communications Inc • California
EXHIBIT 10.29 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this "Amendment") is entered into as of the 28 day of January, 2003 by and between AmberPoint at Coppell, L.L.C., a Delaware limited liability company ("Landlord") and Somera...Lease Agreement • May 15th, 2003 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • Texas
EXHIBIT 10.1 SOMERA COMMUNICATIONS, INC. FORM OF STAND-ALONE STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT ---------------------------- You have been granted a Nonstatutory Stock Option to purchase Common Stock of the Company, subject to the...Somera Communications Inc • March 6th, 2002 • Wholesale-electronic parts & equipment, nec • California
Exhibit 10.24 SOMERA COMMUNICATIONS, INC. DAN FIRESTONE EMPLOYMENT AGREEMENT This Agreement is made by and between Somera Communications, Inc. (the "Company"), and Dan Firestone ("Executive") as of September 17, 2001. 1) Duties and Scope of...Employment Agreement • November 14th, 2001 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • 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 corporationCredit Agreement • May 14th, 2001 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California
Exhibit 10.16 ELECTRONIC DATA SYSTEMS CORPORATION STANDARD SUB-SUBLEASE AGREEMENT THIS SUB-SUBLEASE AGREEMENT (the "Sub-Sublease") is entered into as of August 2, 2000, by and between Sub-Sublandlord and Sub-Subtenant hereinafter named. Upon the terms...Sub-Sublease Agreement • March 29th, 2001 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec
RECITALSSublease Agreement • March 29th, 2001 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California
EXHIBIT 10.12 STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET 1. Basic Provisions ("Basic Provisions").Somera Communications Inc • October 15th, 1999 • Wholesale-electronic parts & equipment, nec
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.
Exhibit 10.19 LEASE November 2000 made between Stena Realty BV and Somera Communications BV i.o. ======================================================== ======================== LEASE OF OFFICE PREMISES And other business premises not as defined in...Lease • March 29th, 2001 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec
SECOND AMENDMENT ----------------Somera Communications Inc • September 10th, 1999
EXHIBIT 10.30 [LETTERHEAD OF SOMERA] March 10, 2003 Mr. Dan Firestone C/O Somera Communications Inc. 5383 Hollister Avenue Santa Barbara, California 93111 RE: Agreement for Termination of Employment Dear Dan, This letter is to confirm our agreement...Sale and Agreement • May 15th, 2003 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec
Net, Net, Net LEASESomera Communications Inc • September 10th, 1999 • California
] SharesSomera Communications Inc • October 15th, 1999 • Wholesale-electronic parts & equipment, nec • New York
FORM OF AMENDED AND RESTATED SOMERA COMMUNICATIONS, LLC GARY OWEN EMPLOYMENT AGREEMENT This amended and restated Agreement is made by and between Somera Communications, LLC (the "Company") and Gary Owen ("Executive") as of October __, 1999. 1. Duties...Gary Owen Employment Agreement • October 27th, 1999 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California
WITNESSETHLease • March 18th, 2002 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • Georgia
SOMERA COMMUNICATIONS, INC. JEREMY D. ROSSEN EMPLOYMENT AGREEMENTEmployment 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 ------------- SUBLEASESomera Communications Inc • September 10th, 1999
Exhibit 10.25 SOMERA COMMUNICATIONS, INC. RICK DARNABY EMPLOYMENT AGREEMENT This Agreement is made by and between Somera Communications, Inc. (the "Company"), and Rick Darnaby ("Executive") as of September 17, 2001. 1) Duties and Scope of Employment....Darnaby Employment Agreement • November 14th, 2001 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California
SOMERA COMMUNICATIONS SALES, INC. MICHAEL FOLIANO EMPLOYMENT AGREEMENTMichael 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, 2002Asset 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 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”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset 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 AGREEMENTScott 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 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”).
SOMERA COMMUNICATIONS, INC. AMENDED AND RESTATEDStephen 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 AGREEMENTJeff Miller Employment Agreement • November 15th, 2002 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec • California
SERVICE AGREEMENTService Agreement • February 27th, 2004 • Somera Communications Inc • Wholesale-electronic parts & equipment, nec
