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”).
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.
