EX-2
from 10KSB/A
~10
pages
Purchase Agreement This Purchase Agreement (This “Agreement”) Is Made as of the 31st Day of December, 2004, by and Among M-Wave, Inc., a Delaware Corporation (“Seller”), and American Standard Circuits, Inc., an Illinois Corporation (“Purchaser”). Whereas, Purchaser and Seller Are Members of Am-Wave, LLC, an Illinois Limited Liability Company (The “Company”), and Are Parties to the Limited Liability Company Operating Agreement of the Company, Dated as of January 28, 2004 (The “Operating Agreement”); Whereas, on the Date Hereof, Purchaser and Seller Have Entered Into an Amended and Restated Agreement for Strategic Operating Alliance (The “Restated Soa”); Whereas, Seller Proposes to Sell to Purchaser All of Seller’s Ownership Interest in the Company (The “Ownership Interest”); Whereas, Seller Proposes to Sell to Purchaser Certain Microwave Laminate Currently Owned by Seller (The “Laminate”) and the Orbotec Ldi Machine; Whereas, Seller Proposes to Sell to Purchaser All of Seller’s Ownership Interest in the Company, the Laminate and the Orbotec Ldi Machine; and Whereas, Purchaser Desires to Purchase the Ownership Interests and Laminate on the Terms and Conditions Set Forth Herein. Now, Therefore, in Consideration of the Foregoing Recitals and the Mutual Promises Hereinafter Set Forth, the Parties Hereto Agree as Follows
12/34/56
EX-2
from 10KSB
~10
pages
Purchase Agreement This Purchase Agreement (This “Agreement”) Is Made as of the 31st Day of December, 2004, by and Among M-Wave, Inc., a Delaware Corporation (“Seller”), and American Standard Circuits, Inc., an Illinois Corporation (“Purchaser”). Whereas, Purchaser and Seller Are Members of Am-Wave, LLC, an Illinois Limited Liability Company (The “Company”), and Are Parties to the Limited Liability Company Operating Agreement of the Company, Dated as of January 28, 2004 (The “Operating Agreement”); Whereas, on the Date Hereof, Purchaser and Seller Have Entered Into an Amended and Restated Agreement for Strategic Operating Alliance (The “Restated Soa”); Whereas, Seller Proposes to Sell to Purchaser All of Seller’s Ownership Interest in the Company (The “Ownership Interest”); Whereas, Seller Proposes to Sell to Purchaser Certain Microwave Laminate Currently Owned by Seller (The “Laminate”) and the Orbotec Ldi Machine; Whereas, Seller Proposes to Sell to Purchaser All of Seller’s Ownership Interest in the Company, the Laminate and the Orbotec Ldi Machine; and Whereas, Purchaser Desires to Purchase the Ownership Interests and Laminate on the Terms and Conditions Set Forth Herein. Now, Therefore, in Consideration of the Foregoing Recitals and the Mutual Promises Hereinafter Set Forth, the Parties Hereto Agree as Follows
12/34/56