ANNEX B

ASSET PURCHASE AGREEMENT

By and Between

LATTICE COMMUNICATIONS, LLC

and

PINNACLE TOWERS ACQUISITION LLC

Dated as of

July 29, 2004

PORTIONS OF THIS EXHIBIT MARKED BY AN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

TABLE OF CONTENTS

i

ii

APPENDICES

EXHIBITS

DISCLOSURE SCHEDULE

iii

ASSET PURCHASE AGREEMENT (Agreement), dated as of July 29, 2004 (Effective Date), by and between LATTICE COMMUNICATIONS, LLC, a Delaware limited liability company (Seller), and PINNACLE TOWERS ACQUISITION LLC, a Delaware limited liability company (Purchaser).

W I T N E S S E T H:

WHEREAS, Seller owns and operates a business of providing and managing wireless and broadcast communications infrastructure by leasing antenna space on the Towers located at the Sites (each as defined below) to third party tenants (the Business); and

WHEREAS, Seller is willing to sell and assign, and Purchaser is willing to purchase, the Tower Assets and assume the Assumed Obligations (each as defined below), on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained and other valuable consideration, the receipt and adequacy whereof are hereby acknowledged, the parties hereby, intending to be legally bound, represent, warrant, covenant and agree as follows:

ARTICLE 1

DEFINED TERMS

As used herein, the terms defined in Appendix A shall have the respective meanings set forth therein. Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa, and the reference to any gender shall be deemed to include all genders. Unless otherwise defined or the context otherwise clearly requires, terms for which meanings are provided in this Agreement shall have such meanings when used in the Disclosure Schedule and in each Collateral Document. References to hereof, herein or similar terms are intended to refer to this Agreement as a whole and not to a particular section, and references to this Section or this Article are intended to refer to the entire section or article of this Agreement and not to a particular subsection thereof. The words include, includes and including shall be deemed to be followed by the phrase without limitation.

ARTICLE 2

PURCHASE AND SALE OF ASSETS

Section 2.1. Agreement to Buy and Sell. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser agrees to purchase, at the Closing, the Tower Assets, free and clear of any Liens of any nature whatsoever, other than Permitted Exceptions.

Section 2.2. Reserved.

1

Section 2.3. Purchase Price.

(a) Subject to the adjustments pursuant to this Section 2.3, and as otherwise provided in this Agreement, the purchase price for the Assets (the Purchase Price) is One Hundred Fifteen Million and No/100 Dollars ($115,000,000.00). The Purchase Price shall be paid at the Closing (subject to the holdback provided for in Section 2.3(e) hereof) by a wire transfer of immediately available funds to such bank account or accounts as Seller shall designate in writing to Purchaser at least two (2) business days prior to the Closing.

(b) The parties acknowledge and agree that the Purchase Price has been negotiated by the parties based, in part, upon Sellers representation that the aggregate monthly gross profit reported in the internal financial statements of Seller, kept on an accrual basis of accounting in the ordinary course of business, for the three (3) full calendar months of March, April and May 2004, multiplied by ***, from all Sites is at least *** (the Annualized Tower Cash Flow). In calculating Annualized Tower Cash Flow, Sellers financial statements include, as expenses deducted in calculating gross profit, all direct expenses of operating the Tower Assets. Annualized Tower Cash Flow ***. In calculating Annualized Tower Cash Flow, revenue for purposes of determining gross profit shall only include the monthly billings for all valid, executed and currently paying Tenant Leases, excluding any straight-line income or expenses under SFAS 13, generated by the Tower Assets. Accordingly, if the Annualized Tower Cash Flow is less than ***, Purchaser may, in its sole discretion, terminate this Agreement.

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