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0001104659-04-023369 Sample Contracts

ASSET PURCHASE AGREEMENT dated as of July 20, 2004
Asset Purchase Agreement • August 9th, 2004 • Aether Systems Inc • Radiotelephone communications • New York

This ASSET PURCHASE AGREEMENT (“Agreement”), is made and entered into as of July 20, 2004, by and among Aether Systems, Inc., a Delaware corporation (“Seller”), Slingshot Acquisition Corporation, a Delaware corporation (“Buyer”), and Platinum Equity Capital Partners, L.P., a Delaware limited partnership (“Guarantor”). Buyer and Seller are referred to collectively herein as the “Parties” and each is individually, a “Party.”

Standard Contracts

PRINCIPAL STOCKHOLDER AGREEMENT
Principal Stockholder Agreement • August 9th, 2004 • Aether Systems Inc • Radiotelephone communications • New York

THIS PRINCIPAL STOCKHOLDER AGREEMENT (this “Agreement”), is dated as of July 20, 2004, by and among David S. Oros (“Executive”), NexGen Technologies, L.L.C. (“NexGen”) and Slingshot Acquisition Corporation, a Delaware corporation (“Buyer”). Unless otherwise indicated, capitalized terms used herein that are not otherwise defined herein shall have the meanings specified in the Asset Purchase Agreement (as defined below).