Asset Purchase Agreement

Exhibit 2.1

Asset Purchase Agreement

dated as of September 4, 2007

by and between

Silicon Valley Bank, as agent for itself and Gold Hill Lending Group 03, LP

and

Mindspeed Development Sub, Inc.

ASSET PURCHASE AGREEMENT

          This Asset Purchase Agreement (the “ Agreement ”) is made as of September 4, 2007 (the " Effective Date ”), by and between Silicon Valley Bank as agent for itself and Gold Hill Lending Group 03, LP (the “ Seller ”) and Mindspeed Development Sub, Inc. (the “ Buyer ”), a Delaware corporation and wholly-owned subsidiary of Mindspeed Technologies, Inc.

RECITALS

     A. Seller is a secured creditor of Ample Communications, Inc., a Delaware corporation (“ Ample ”) and holds various of Ample’s assets as collateral. Ample is in default on that certain Loan and Security Agreement entered into on December 8, 2005 (as amended on November 10, 2006, January 4, 2007, January 31, 2007, February 28, 2007, April 24, 2007 and May 15, 2007) by and among Seller, Ample, Silicon Valley Bank and Gold Hill Lending Group 03, LP (the “ Loan Agreement ”), and Seller is foreclosing on its collateral pursuant to the terms of the Loan Agreement and division 9 of California’s Uniform Commercial Code. As part of the foreclosure, Seller desires to sell certain of Ample’s assets in which Seller has a security interest.

     B. Buyer has identified assets of Ample that Buyer wishes to purchase pursuant to Seller’s foreclosure sale (the “Required Assets" ) on the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter set forth, Buyer and Seller hereby agree as follows:

1. PURCHASE AND SALE OF REQUIRED ASSETS AND MATERIAL REQUIRED ASSETS .

      1.1 Agreement to Sell and Purchase Required Assets and Material Required Assets . Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties set forth in this Agreement, Seller agrees to sell, assign, transfer and convey to Buyer, and Buyer agrees to purchase and acquire from Seller, all of (i) the Required Assets extant as of the Closing Date, and (ii) all of the Material Required Assets (as defined in Section 1.2(a) ). This Agreement implements and effectuates a private sale of the Required Assets pursuant to UCC § 9610(a) and other applicable law, and the Required Assets are being transferred by Seller to Buyer in accordance with UCC § 9617.

      1.2 Required Assets and Material Required Assets Defined .

          (a) As used in this Agreement, “ Required Assets ” means, collectively, the rights, assets (both tangible and intangible) and all other items listed in Exhibit A attached hereto, including (i) all of the Key Components (as defined in Section 1.2(c) ), (ii) all of the Material Required Assets, and (iii) any Additional Agreements (as defined in Section 1.2(b) below), but excluding any (x) Liabilities (as defined in Section 3.1 ), and (y) Excluded Assets (as defined in Exhibit A) . As used in this Agreement, “ Material Required Assets ” means those

assets set forth on Exhibit F as of the expiration of the Identification Period (as defined in Section 1.2(c) ), pursuant to Section 1.2(c) .

          (b) Buyer shall have the option in its sole discretion, at any time, to include as “Required Assets” any rights under additional agreements (the “ Additional Agreements ”) to which Ample is a party that consist of collateral under the Loan Agreement, which Additional Agreements shall be deemed to be transferred and assigned to and assumed by Buyer effective as of the Closing Date (as defined in Section 2.3 ) upon Buyer timely notifying Seller in writing of its electing to exercise such option from time to time. This Section 1.2(b) shall survive the Closing (as defined in Section 2.3 ).

          (c) From the Effective Date until 5:00 pm (Pacific Time) on Thursday, September 6, 2007 (the " Identification Period ”), Buyer shall have the right to review and inspect all of Ample’s Key Components (as defined in this Section 1.2(c) ) that are needed to design, manufacture, operate, sell and support any of Ample’s Redhawk, Harrier or Eagle products. As of the expiration of the Identification Period, Buyer shall have generated a list of specific assets from the Key Components that are to be deemed Material Required Assets, which list shall be attached to this Agreement as Exhibit F as of the expiration of the Identification Period. As used in this Agreement, “ Key Components ” means: (i) wafer fabrication documentation, including GDS databases, design databases, wafer production documentation/instructions; (ii) assembly documentation, including package drawings, bonding and marking information, assembly documentation/instructions; (iii) test set up documentation, including probe and package test, hardware and software; (iv) qualification documentation; (v) RoHS material data sheets; (vi) hardware documentation; (vii) historic manufacturing data, including bill of materials (BOM), yields and process control monitor (PCM); (viii) source code for software drivers; (ix) evaluation module documentation, including manufacturing instructions including schematics, layout, Bill of Materials, Gerber Tapes; (x) all data sheets, including all alterable soft copies of such data sheets, errata sheets, product briefs, instruction manuals for software drivers, EVM owners manuals, API and control register documentation, marketing/sales presentations and any other marketing collateral; and (xi) contact information for all existing customers and customer prospects including names, phone numbers and email addresses of key decision makers at each account; provided, however, that Key Components shall exclude (A) any agreements with third-parties, and (B) any of the Sherwood Consultants (as defined in Section 10.1 ).

      1.3 Delivery . On the Closing Date, Seller shall make available to Buyer possession of all of the Required Assets that are then extant and all of the Material Required Assets, provided however, that the expenses of retrieving, removing and transferring such assets shall be borne exclusively by Buyer. Seller shall, upon Buyer’s request, execute assignments, conveyances and/or bills of sale reasonably requested to convey to Buyer all the Required Assets that are then extant and all of the Material Required Assets, as well as such other instruments of conveyance as counsel for Buyer may reasonably deem necessary to effect or evidence the transfers contemplated hereby, including any UCC 1 assignments as to the transfer of rights to payment and any PTO and Copyright Office assignments as to any intellectual property. Any such additional documents shall be prepared by and all related costs borne exclusively by Buyer.

2. PURCHASE PRICE; PAYMENT .

      2.1 Purchase Price . The purchase price to be paid by Buyer to Seller in consideration for the Required Assets that are extant on the Closing Date and all of the Material Required Assets shall be an amount equal to Four Million Six Hundred Thousand Dollars ($4,600,000) (the “ Purchase Price ”). At the Closing, Buyer and Seller shall jointly direct the Escrow Agent (as defined in Section 2.2 ) to deliver or cause to be delivered (a) to Seller the Purchase Price, and (b) to Buyer any Income (as that term is defined in the Escrow Agreement (as defined in Section 2.2 )), in each case by electronic transfer of immediately available funds to the respective accounts of each of Seller and Buyer as designated by Seller and Buyer, respectively, to the Escrow Agent.

      2.2 Escrow. Upon the Effective Date, Buyer and Seller shall enter into an Escrow Agreement with U.S. Bank National Association (the “ Escrow Agent ”) in the form attached hereto as Exhibit E (the “ Escrow Agreement ”) and Buyer shall deposit by electronic transfer of funds upon the Effective Date an amount equal to the Purchase Price into escrow pursuant to the terms of the Escrow Agreement.

      2.3 Closing. The consummation of the purchase and sale of the Required Assets together with the other transactions contemplated herein (the “ Closing ”) will take place on the second (2 ^nd ) business day following satisfaction or waiver of the conditions set forth in Section 7 hereof at 9:00 am (Pacific Time), at the offices of Morrison & Foerster LLP, 19900 MacArthur Blvd., Irvine, California 92612, or at such other place, time or date as may be agreed to by the parties in writing (the “Closing Date" ); provided, however, that in no event shall the Closing occur on a date that is any later than the Outside Closing Date.

3. OBLIGATIONS NOT ASSUMED .

      3.1 Liabilities and Obligations Not Assumed . Nothing herein contemplates, requires or intends any assumption or succession by Buyer of, and Buyer shall not assume, become obligated to or otherwise succeed in any way to, whether directly or indirectly or expressly or by implication or by operation of law, any liability, obligation, guarantee or debt, whether fixed or contingent, known or unknown, liquidated or unliquidated, secured or unsecured, or otherwise (collectively, referred to as “ Liabilities ”) of Ample, Seller or any other Person (as defined below) to any individual, group, corporation, partnership, limited liability company, governmental entity, department, bureau, agency, public board, authority or agency or any other organization or entity (collectively, referred to as a “ Person ”). The parties acknowledge and agree that the foregoing is not a warranty being made by Seller.

      3.2 No Obligations to Third Parties . The execution and delivery of this Agreement shall not be deemed to confer any rights upon any person or entity other than the parties hereto, or make any person or entity a third party beneficiary of this Agreement, or to obligate either party to any person or entity other than the parties to this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF BUYER .

     Buyer hereby represents and warrants to Seller that all the following statements are true, accurate and correct:

      4.1 Due Organization . Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has all necessary power and authority to enter into this Agreement and all other documents that Buyer is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required therefor.

      4.2 Power and Authority; No Default . Buyer has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations hereunder. The signing, delivery and performance by Buyer of this Agreement, and the consummation of all the transactions contemplated hereby, have been duly and validly authorized by Buyer. This Agreement, when signed and delivered by Buyer, will be duly and validly executed and delivered and will be the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the laws relating to bankruptcy, insolvency and relief of debtors, and rules and laws governing specific performance, injunctions, relief and other equitable remedies.

      4.3 Authorization for this Agreement . No authorization, approval, consent of, or filing with any governmental body, department, bureau, agency, public board, authority or other third party is required for the consummation by Buyer of the transactions contemplated by this Agreement.

      4.4 Litigation . To the best of Buyer’s knowledge, there is no claim, action, or arbitration, or inquiry, investigation, or proceeding pending or threatened before any court, agency or other governmental body, against Buyer (or any corporation or entity affiliated with Buyer) which seeks to enjoin or prohibit or otherwise prevent the transactions contemplated hereby.

5. REPRESENTATIONS AND WARRANTIES OF SELLER .

     Seller represents and warrants to Buyer that all of the following statements are true, accurate and correct:

      5.1 Corporate Organization . Each constituent in Seller is duly organized, validly existing, and in good standing under the laws of the State of its respective creation.

      5.2 Power and Authority; No Default Upon Transfer . Seller has a perfected and enforceable security interest in the Required Assets. Seller has the right to conduct a foreclosure sale of the Required Assets. Seller has all requisite power and authority to enter into and deliver this Agreement and, to the best of its knowledge, to perform its obligations hereunder. The signing, delivery and performance by Seller of this Agreement, and the consummation of all the transactions contemplated hereby, have been duly and validly authorized by Seller. This Agreement, when signed and delivered, will be duly and validly executed and delivered and will be the valid and binding obligation of Seller, enforceable against Seller in accordance with its

terms as governed by applicable law, regulations and rules, subject to the laws relating to bankruptcy, insolvency and relief of debtors, and rules and laws governing specific performance, injunctions, relief and other equitable remedies. Neither the signing and delivery of this Agreement by Seller, nor the performance by Seller of its obligations under this Agreement, will (i) violate any provision of Seller’s Articles of Incorporation or Bylaws or any agreement among the parties identified in the definition of Seller or, to the best of Seller’s knowledge, with Ample or any other secured party with a security interest in any of the Required Assets, (ii) to the best of Seller’s knowledge, cause a breach or violation of, default under, or conflict with any law, statute, rule or regulation or order, judgment, injunction or decree of any court, administrative agency or government body applicable to Seller, or any agreement, contract, trust, commitment, obligation, understanding, arrangement or restriction to which Seller is a party or by which Seller is bound, (iii) to the best of Seller’s knowledge, except as specifically provided for in this Agreement, result in any Liability to Buyer, or (iv) to the best of Seller’s knowledge, result in the creation or imposition of any encumbrance upon the Required Assets.

      5.3 Litigation . To the best of Seller’s knowledge, there is no claim, action, or arbitration, or inquiry, investigation, or proceeding pending or threatened before any court, agency or other Governmental Entity (as defined in this Section 5.3 ), against Seller or Ample affecting any Required Asset or the transaction contemplated by this Agreement, nor is Seller aware or have grounds to know of any reasonable basis therefor. To the best of Seller’s knowledge, there are no judgments, decrees, injunctions or orders of any court, Governmental Entity, department, commission, agency, instrumentality or arbitrator against Seller or Ample affecting the Required Assets. “ Governmental Entity ” shall mean any governmental, administrative or regulatory agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States and political subdivisions thereof and any court, quasi-governmental authority.

      5.4 Authorization for this Agreement . To the best of Seller’s knowledge, no authorization, approval, consent of, or filing with any Person is required for the consummation by Seller of the transactions contemplated by this Agreement. Except as provided in Section 5.5 hereof, to the best of Seller’s knowledge, no further notice, consent or action is required with respect to any party to any contract with Seller (or any of them) or to any party entitled to notice of Seller’s foreclosure, in order for the consummation by Seller of the transactions contemplated by this Agreement.

      5.5 Foreclosure . Attached hereto as Exhibit B are true and correct copies of all notices and other documentation used by Seller in effectuating the foreclosure on the Required Assets, which documents have to the best of Seller’s knowledge been duly delivered by appropriate means to the stated addressees at the dates indicated. As of the Effective Date, to the best of Seller’s knowledge, Seller has received no notices from other persons claiming to be secured parties with respect to any of the Required Assets or asserting rights to notice or proceeds from Seller pursuant to the UCC, except as disclosed on Schedule 5.5 attached hereto. After the Effective Date, but on or prior to the Closing Date, to the best of Seller’s knowledge, Seller has received no notices from other persons claiming to be secured parties with respect to any of the Required Assets or asserting rights to notice or proceeds from Seller pursuant to the UCC, except as disclosed on Schedule 5.5.1 attached hereto.

      5.6 Loan Agreement . Attached hereto as Exhibit C is a true and correct copy of the Loan Agreement. The Loan Agreement has been duly and validly executed by Seller and is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms as governed by applicable law, regulations and rules. Seller has not executed any amendments to the Loan Agreement that are not included in Exhibit C . Seller is the authorized agent for the lenders that own the debt and liens under the Loan Agreement. Seller has neither subordinated its collective liens on the Required Assets, nor, to the best of Seller’s knowledge, restricted its rights to foreclose on the Required Assets.

      5.7 Subordination Agreement . Attached hereto as Exhibit D is a true and correct copy of tha