exv10wg






Exhibit 10(g)




EXECUTION COPY




SHARE PURCHASE AND SHAREHOLDER AGREEMENT



This Share Purchase and Shareholder Agreement (this “Agreement”), is dated as of
November 25, 2005, by and between STRATUS TECHNOLOGY GROUP S.A., a public limited
liability company incorporated under the laws of the Grand-Duchy of Luxembourg, with its
registered office at 123, Avenue de X Septembre, L-2551 Luxembourg, registered with the
Luxembourg Trade and Companies Registry under the number B 68 862 (the “Company”), and
NEC Corporation, a Japanese corporation with its principal place of business at 7-1,
Shiba 5-chome, Minato-ku, Tokyo 108-8001, Japan (the “Investor”).




     WHEREAS, the Company and Investor have previously entered into that certain
Share Purchase and Shareholder Agreement, dated as of April 5, 2000, whereby,
inter alia, the Investor purchased 666,667 shares of Common Stock (as
defined below); and



     WHEREAS, the Investor desires to purchase, and the Company desires to sell
to the Investor, 1,989,940 additional shares of Common Stock.



     In consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS



     1.1 Definitions. (a) As used in this Agreement, the following
defined terms shall have the meanings indicated below:



     “Affiliate” means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by or under common control with, that
Person.



     “Agreement” has the meaning ascribed to it in the forepart of this Agreement.



     “Business Day” means a day other than Saturday, Sunday or any day on which
banks located in the State of New York are authorized or obligated to close.



     “Closing” and “Closing Date” are defined in Section 2.3.



     “Common Stock” means shares of capital stock of the Company having a par value
of U.S.$1.50 per share.



     “Company” has the meaning ascribed to it in the forepart of this Agreement.



     “Contract” means any agreement (including licenses with non-governmental
Persons), lease, evidence of Indebtedness, mortgage, indenture, security agreement
or other contract whether written or oral.



     “Credit Agreement” mean the senior secured revolving credit agreement dated
November 18, 2003, between Stratus Technologies, Inc. and JPMorgan Chase Bank, as
a lender and as the administrative agent for the other lenders under the
facility, and Goldman
Sachs Credit Partners L.P., as a lender and as the syndication agent.



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     “Disclosure Schedule” means the disclosure schedule attached hereto
as Exhibit A prepared by or on behalf of the Company, containing all lists,
descriptions, exceptions and other information and materials as are required to
be included therein by the Company pursuant to this Agreement.



     “GAAP” means United States generally accepted accounting principles,
consistently applied.



     “Governmental or Regulatory Authority” means any court, tribunal,
arbitrator, authority, agency, commission, official or other instrumentality of
the United States, any foreign country or any domestic or foreign state, county,
city or other political subdivision.



     “Initial Public Offering” means the effectiveness of a registration
statement with respect to the Common Stock under the Securities Act.



     “Investor” has the meaning ascribed to it in the forepart of this Agreement.



     “Law” or “Laws” means all laws, statutes, rules, regulations,
ordinances and other pronouncements having the effect of law of the United
States, any foreign country or any domestic or foreign state, county, city or
other political subdivision or of any Governmental or Regulatory Authority.



     “Licenses” means all licenses, permits, certificates of
authority, authorizations, approvals, registrations, franchises and
similar consents granted or issued by any Governmental or Regulatory
Authority.



     “Liens” means any mortgage, pledge, assessment, security interest,
lease, lien, adverse claim, levy, charge or other encumbrance of
any kind.



     “Material Adverse Effect” means any change or effect which has had or is
reasonably likely to result in a material adverse effect on the Company’s business.



     “Option” means any security, right, subscription, warrant, option or
convertible or exchangeable instrument that gives the right to purchase or otherwise
receive or be issued any shares of capital stock of the Company or any security of
any kind convertible into or exchangeable or exercisable for any shares of capital
stock of such Person.



     “Order” means any writ, judgment, decree, injunction or similar order of
any Governmental or Regulatory Authority (in each such case whether
preliminary or final).



     “Person” means an individual, partnership, joint venture, limited liability
company, corporation, trust, unincorporated organization or a government or any
department or agency thereof.



     “Pre-IPO Restricted Period” has the meaning specified in Section 8.1 hereof.



     “Purchased Securities” has the meaning ascribed to it in Section 2.1.



     “Repurchase Notice” has the meaning specified in Section 8.1 hereof.



     “Repurchase Right” has the meaning specified in Section 8.1 hereof.



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     “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations thereunder.



     “Subsidiary” means any Person in which the Company, directly or indirectly
through Subsidiaries or otherwise, beneficially owns at least 50% of either the
equity interest in, or the voting control of, such Person, whether or not existing
on the date hereof.



     “Transfer” means a sale, assignment, pledge, hypothecation or other
encumbrance or disposition of any Shares, whether direct or indirect, whether
voluntary or involuntary and whether for consideration or without
consideration.



     “Transfer
Notice” has the meaning specified in Section 81 hereof.



     (b) Unless the context of this Agreement otherwise requires, (i) words of any
gender include each other gender, (ii) words using the singular or plural number
also include the plural or singular number, respectively, (iii) the terms “hereof,”
“herein,” “hereby” and derivative or similar words refer to this entire
Agreement. (iv) the terms “Article” or
“Section” refer to the specified Article or Section of this Agreement, (v) the
phrases “ordinary course of business” and “ordinary course of business consistent with
past practice” refer to the business and practice of the Company and (vi) the words
“include,” “includes” and “including” shall be deemed to be followed by the phrase “without
limitation.” All accounting terms used herein and not expressly defined herein shall have
the meanings given to them under GAAP.



ARTICLE II




SALE OF COMMON STOCK; CLOSING



     2.1 Purchase and Sale. On the terms of this Agreement, at the
Closing, the Company shall issue and sell to Investor, and Investor shall
purchase from the Company, 1,989,940 shares of Common Stock (the “Purchased
Securities”).



     2.2 Purchase Price. The purchase price for the Purchased Securities shall be
Four Dollars and Fifty-two Cents ($4.52) per share. The total purchase price of the
Purchased Securities is Nine Million Dollars ($9,000,000) and shall be payable on
the Closing Date in immediately available funds by wire transfer to an account
designated by the Company.



     2.3 Closing. The consummation of the purchase of the Purchased Securities (the
“Closing”) will take place at the offices of Gibson, Dunn & Crutcher
LLP, 200 Park Avenue, New York, New York, or at such other place as Investor and
the Company shall mutually agree, at 10:00 A.M. local time, on
December 15, 2005 or
such other date and time as Investor and the Company shall mutually agree (the
“Closing Date”). At the Closing, Investor shall pay the purchase price and the
Company shall issue to Investor a stock certificate representing the Purchased
Securities.



ARTICLE III




REPRESENTATIONS AND WARRANTIES OF THE COMPANY



     The Company hereby represents and warrants to the Investor as of the
date hereof as follows:



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     3.1 Organization and Qualification. The Company is a societe anonyme
(public limited liability company) duly organized and validly existing under the
laws of Luxembourg. The Company is duly qualified, licensed or admitted to do
business in each jurisdiction in which the ownership, use or leasing of its assets
and properties, or the conduct or nature of its business, makes such
qualification, licensing or admission necessary, except, in each case,
where the failure to be so qualified, licensed or admitted would not have a
Material Adverse Effect.



     3.2 Authority Relative to this Agreement and the Operative Agreements. The
Company has full corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution, delivery and performance by the Company of this
Agreement and the consummation by the Company of the transactions contemplated
hereby have been duly and validly authorized by all necessary corporate action of
the Company. This Agreement has been duly and validly executed and delivered by the
Company and constitutes a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms.



     3.3 Capital Stock. The authorized, issued and outstanding capital stock
of the Company is set forth on Section 3.3 of the Disclosure Schedule. Except as
set forth on Section 3.3 of the Disclosure Schedule: (i) there are no outstanding
Options and (ii) there are no preemptive rights or agreements to issue preemptive
rights with respect to the issuance or sale of the Company’s capital stock. The
Purchased Securities, when issued in accordance with this Agreement, will be duly
authorized, validly issued, fully paid and nonassessable.



     3.4
Subsidiaries. Section 3.4 of the Disclosure
Schedule is an accurate list of
all of the Company’s Material Subsidiaries, each of which is directly or indirectly,
wholly-owned by the Company except as noted therein. Each of the Material
Subsidiaries is duly organized and existing under the jurisdiction of its
incorporation. No Material Subsidiary has received any notice that indicates that
the Subsidiary is not duly organized, validly existing or in good standing under the
jurisdiction of its incorporation. Each Material Subsidiary is duly qualified,
licensed or admitted to do business as a foreign corporation in the jurisdictions
where the nature of its activities requires such qualification, license or
admission, except where the failure to be so qualified, licensed or admitted
would not have a Material Adverse Effect.



     3.5 No Conflicts. The execution, delivery and performance by the Company of
this Agreement will not:



          (a) conflict with or result in a violation or breach of any of the
terms, conditions or provisions of the articles of association of the
Company; or




          (b) except as disclosed in Section 3.5 of the Disclosure
Schedule, (i) conflict with or result in a default under (with or without
notice or lapse of time or both) any agreement, indenture or instrument to
which Company is a party, or any order, judgment or decree of any court or
Governmental or Regulatory Authority have jurisdiction over Company or any
of its assets and properties, (ii) require the Company or any of its
Subsidiaries to obtain any consent, make any filing with or give any notice
to any Person as a result or under the terms of, or (iii) result in the
creation or imposition of any Lien upon the Company or any of its
Subsidiaries or any of their respective
assets or properties under, any
Law or Order applicable to the Company or any of its Subsidiaries, or under any
Contract or




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License to which the Company or any of its Subsidiaries is a party or by which any
of their respective assets or properties are bound, except to the extent that the
occurrence of any of the events described in clauses (i) through (iii) above would not
have a Material Adverse Effect.




     3.6 Financial Information. The Company has previously delivered or provided
Investor access to the following: (i) income statements, balance
sheets and cash flow statement through the second quarter of fiscal year 2006
filed with the United States Securities and Exchange Commission, (ii) annual
business plan projections for the Company’s fiscal years 2006, 2007 and 2008
together with assumptions on spending for capital expenditures and software
capitalization for such fiscal years, (iii) Goldman Sachs analysts report dated
May 11, 2005, and (iv) risk adjusted versions of the annual business
plan projections set forth in 3.6 (ii) above (the “Financial Information”).



     3.7 Absence of Changes. Since October 20,2005 there has not been any Material
Adverse Effect.



     3.8 Taxes. The Company has filed all tax returns required to be filed by it
other than tax returns which, if not filed, would not result in a Material Adverse
Effect. The Company has paid all taxes shown thereon as due and payable, other than
taxes that are being contested in good faith or that would not result in a Material
Adverse Effect.



     3.9 Legal Proceedings. There are no actions, suits or proceedings pending or,
to the knowledge of the Company, threatened against the Company or any of its
Subsidiaries other than those which would not have a Material Adverse Effect.



     3.10 Intellectual Property Rights. Except as set forth in Section 3.10
to the Disclosure Schedule:



          (a) The Company and/or its Subsidiaries owns, or has the right to use,
free and clear of all liens, claims and restrictions except for the liens
created under the Credit Agreement, all patents, trademarks, service marks,
trade names, copyrights (and licenses with respect to the foregoing) used in
the conduct of its business without infringing upon or otherwise acting
adversely to the right of any Person under or with respect to any of the
foregoing, other than those that would not result in a Material Adverse
Effect.




          The Company and/or its Subsidiaries owns or has the right to use all
trade secrets, including know-how, inventions, designs, processes, and
technical data required for or incident to the development, manufacture,
operation and sale of all products and services sold by the Company or its
Subsidiaries, free and clear of any rights, claims or liens of others,
including without limitation, all current and former employees, consultants,
officers, directors and shareholders of the Company or its Subsidiaries,
other than those that would not result in a Material Adverse Effect.




          (b) To the Company’s knowledge, substantially all employees and
consultants of the Company and its Subsidiaries have executed proprietary
information agreements pursuant to which each such employee or consultant is
obligated to disclose and transfer to the Company or such Subsidiary, all
inventions, developments and discoveries which during the period of his or
her
employment with or performance of services for the Company or such
Subsidiary he or she make or conceives of solely or jointly with others, that
relate to any subject matter with which his or her work for the Company
or such Subsidiary




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may be concerned or relate to or are connected with the business, products or
projects of the Company or its Subsidiaries, or involve the use of the time, material or
facilities of the Company or any Subsidiary, other than those that would not result in a
Material Adverse Effect.




     3.11 Title to Assets. The Company and each Subsidiary has good and marketable
title to its properties and assets, and has good title to all its leasehold
interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or
charge created by the Company, other than (i) the liens created under the Company’s
Credit Agreement, (ii) the lien of current taxes not yet due and payable, and (iii)
possible- liens and encumbrances which do not in any case materially detract from
the value of the property subject thereto or materially impair the operation of the
Company or such Subsidiary, and which have not arisen otherwise than in the ordinary
course of business, other than those that would not result in a Material Adverse
Effect.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES OF INVESTOR



     Investor hereby represents and warrants to the Company as of the
date hereof as follows:



     4.1 Organization: Power and Authority. Investor is a corporation duly
organized, validly existing and in good standing under the Laws of its jurisdiction
of organization. Investor has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder and to consummate the
transaction contemplated hereby. The execution and delivery by Investor of this
Agreement to which it is a party and the performance by such Investor of its
obligations hereunder has been duly and validly authorized by all necessary
corporate action on the part of Investor. This Agreement has been duly and validly
executed and delivered by Investor and constitutes a legal, valid and binding
obligation of Investor enforceable against Investor in accordance with its terms.



     4.2 No Conflicts. The execution, delivery and performance of this Agreement and
the consummation by Investor of the transaction contemplated hereby will not
conflict with, or constitute a default under any agreement, indenture or
instrument to which Investor is a party, or results in the violation of
Investor’s organization documents or any order, judgment or decree of any court or
Governmental or Regulatory Authority have jurisdiction over Investor or any of its
assets and properties and no consent, authorization or order of, or filing or
registration with, any Governmental or Regulatory Authority or other person is
required by Investor for the execution, delivery and performance of this Agreement.



     4.3 Purchase for Investment. The Purchased Securities will be acquired by such
Investor for its own account for the purpose of investment and not with a view to
the resale or distribution of all or any part of the Purchased Securities. Investor
represents and warrants that it is an “accredited investor” as such term is defined
in Rule 501 of Regulation D of the Securities Act. Investor understands that the
Purchased Securities have not been registered under the Securities Act in reliance
on an exemption
therefrom based in part on the accuracy of Investor’s representations and
warranties hereunder, and that the certificates for the Purchased Securities shall
bear the following legends:



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THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN
APPLICABLE EXEMPTION FROM REGISTRATION
THEREUNDER AND AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED.




THESE SECURITIES ARE SUBJECT TO CERTAIN DRAG-ALONG AND
TAG-ALONG RIGHTS AS SET FORTH IN SHARE PURCHASE AND
STOCKHOLDER AGREEMENT BETWEEN THE ORIGINAL PURCHASER OF THE SHARES
REPRESENTED BY THIS CERTIFICATE AND THE CORPORATION (THE
“SHAREHOLDERS AGREEMENT”). IN ADDITION, AS
SPECIFIED IN THE SHAREHOLDERS AGREEMENT, THE SALE AND
TRANSFERABILITY OF THESE SECURITIES ARE
SUBJECT TO RESTRICTION. ANY ATTEMPTED SALE OR TRANSFER OF
THESE SECURITIES WHICH DOES NOT COMPLY WITH APPLICABLE
PROVISIONS OF THE SHAREHOLDERS AGREEMENT SHALL BE VOID.


The Company shall remove the first of such legends upon receipt of an opinion from
counsel to any Investor, reasonably satisfactory in form and substance to counsel to the
Company, that the requirements for such legend have terminated. The Company shall remove
the second of such legends upon the date of the Initial Public Offering.




     4.4 Brokers. No agent, broker, finder, investment banker,
financial advisor or other similar Person will be entitled to any fee,
commission or other compensation in connection with any of the transactions
contemplated by this Agreement on the basis of any act or statement made by
Investor.



ARTICLE V




COVENANTS OF THE COMPANY



     The Company covenants and agrees with Investor that, except to the extent such
Investor may otherwise consent in writing:



     5.1 Financial Statements and Reports. Until the Initial Public Offering,
the Company shall, within forty-five (45) days after the close of each fiscal
quarter, or such shorter period after each fiscal quarter end as such reports are
provided to the other investors, provide Investor with unaudited financial
statements for the Company and its Subsidiaries for the period then completed and
within one hundred (120) days after the close of each fiscal year or such shorter
period after each fiscal year end as such reports are provided to the other
investors provide Investor with audited financial statements for the Company and its
Subsidiaries for the fiscal year then completed.



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     5.2 Piggyback Registration Rights.



          (a) In connection with the Initial Public Offering, Investor shall be
entitled to participate as a selling shareholder (on a pro rata basis
with other shareholders) in such offering; provided, however, that if the
managing underwriter of such registration limits the number of shares of
selling shareholders permitted in such registration, the shares that
Investor seeks to sell shall be reduced on a pro rata basis with those of
the other selling shareholders. Such participation shall be on customary
terms and conditions.




          (b) Until such time as Investor may sell the Purchased Securities
pursuant to Rule 144 promulgated under the Securities Act, Investor shall
also be entitled to participate, on customary terms and conditions, as a
selling shareholder (on a pro rata basis with other shareholders) in any
registration effected by the Company or another shareholder under the
Securities Act; provided, however, that if the managing underwriter of such
registration limits the number of shares of selling shareholders permitted
in such registration, the shares that Investor seeks to sell shall be
reduced on a pro rata basis with those of the other selling shareholders.




     5.3 Current Reports. Following the Initial Public Offering, the Company shall
file all required reports under the Securities Act and/or the Securities Exchange
Act of 1934, as amended, on a timely basis and, if requested, shall provide written
confirmation of such timely filings to Investor.



ARTICLE VI




CONDITIONS TO CLOSING



     6.1 Conditions to Closing by Investor. Investor’s obligation to purchase the
Purchased Securities at the Closing is subject to the fulfillment of the
following conditions:



          (a) The representations and warranties of the Company made herein
shall be true and correct in all material respects when made, and shall be
true and correct in all material respects on the Closing Date.




          (b) The Board of Directors of Investor shall have approved the purchase
of the Purchased Securities.




          (c) The Company shall have obtained all permits and
qualifications required by any state for the offer and sale of the
Purchased Securities or an exemption therefrom shall be available.




          (d) Investor shall have received an opinion from counsel to the
Company, dated the Closing Date, in form and substance reasonably acceptable
to the Investor, to the effect that:




               (1) The Company is a corporation duly organized,
validly existing under the laws of Luxembourg; and the Company has
the requisite corporate power and authority to own its properties and
to conduct its business.



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               (2) The Company and each Subsidiary is duly qualified to do
business as a foreign corporation in each jurisdiction
where the nature of its activities requires
such qualification.



               (3) The Company has the requisite corporate power and
authority to execute, deliver and perform this Agreement.



               (4) The authorized capitalization of the Company is as set
out in Section 3.3 of the Disclosure Schedule to the Agreement;
upon issuance and payment therefore, the Purchased Securities will
be duly authorized, validly issued, fully paid and
nonassessable.



               (5) Based in part upon the representations and warranties
of the Investor in the Agreement, the offer and sale of the Purchased
Securities to the Investor hereunder are exempt from the registration
requirements of Section 5 of the Securities Act by virtue of Section
4(2) thereof.



     6.2 Conditions to Closing by the Company. The Company’s obligation to sell the
Purchased Securities at the Closing is subject to the fulfillment of the following
conditions:



          (a) The representations and warranties of the Investor made herein
shall be true and correct in all material respects when made, and shall be
true and correct in all material respects on the Closing Date.




          (b) The Board of Directors of the Company shall have approved the sale
of the Purchased Securities.




          (c) The Company shall have obtained all permits and
qualifications required by any state for the offer and sale of the
Purchased Securities or an exemption therefrom shall be available.




ARTICLE VII




INDEMNIFICATION



     7.1 Indemnification. The Company shall indemnify the Investor in respect of
all losses incurred by the Investor in connection with any breach of this Agreement
by the Company. Investor’s remedies with respect to its investment in the Common
Stock are limited to this Article VII and Investor agrees that it shall have no
other recourse (and hereby waives such recourse), whether at law or by contract,
rule, regulation or otherwise.



ARTICLE VIII




TRANSFER RESTRICTIONS AND OTHER TRANSFER PROVISIONS



     8.1 Transfer Restrictions.



          (a) Transfer Restrictions. During the period beginning on the date
hereof and ending on the date of the Initial Public Offering (the “Pre-IPO
Restricted Period”), Investor shall not Transfer any of the Purchased
Securities, unless: (i) Investor has complied with the requirements
specified in Section 8.1(b) hereof, (ii) the Company has not delivered
to Investor a Repurchase Notice pursuant to Section 8.1(c) hereof
within the time period




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specified therein and (iii) the proposed transferee signs and delivers to the
Company and the Investor, prior to the Transfer of any Purchased Securities to such
proposed transferee, an agreement in such form as the Company may reasonably specify
pursuant to which such proposed transferee shall agree to be bound by the terms of this
Agreement as if such transferee were the Investor.




          (b) Transfer Notice. If Investor desires to
Transfer any
Purchased Securities during the Pre-IPO Restricted Period, Investor
shall provide the Company with written notice (the “Transfer Notice”) of
the proposed Transfer containing the following information:





          (i) number of shares proposed to be transferred;




          (ii) the proposed purchase price per share; and




          (iii) a statement confirming that the proposed transferee has
agreed to be bound by the terms and conditions of this Agreement.



          (c) Repurchase Right. In the event of any proposed Transfer of
Purchased Securities during the Pre-IPO Restricted Period, the Company shall
have the right (the “Repurchase Right”) to purchase all, but not less than
all, of the shares subject to such proposed Transfer. The purchase price for
such shares shall be equal to the price specified in the Transfer Notice.
The Repurchase Right shall be exercisable by giving a written notice (the
“Repurchase Notice”) to Investor within Thirty (30) Days of receiving the
Transfer Notice. In the case of any involuntary Transfer of Purchased
Securities, the Repurchase Right shall be exercisable at any time by giving
a Repurchase Notice to the holder of the Purchased Securities. If the
Company has given a Repurchase Notice in a timely manner, Investor shall
sell and the Company shall purchase the Purchased Securities covered thereby
at such time and place, within Twenty (20) Business Days after the giving of
the Repurchase Notice, as the Company shall designate. At such time and
place, the Company shall pay the purchase price for such shares and Investor
shall deliver endorsed certificates to the Company. If the Company does not
purchase the Purchased Securities, the Purchased Securities may be
transferred in accordance with this Section 8.1; provided however that if
the Purchased Securities are not transferred within Ninety (90) Days of the
date of the Repurchase Notice, the Purchased Securities must again be
offered to the Company under the terms of this Section 8.1 before Investor
transfers any of the Purchased Securities.




     8.2. Drag-Along Rights and Tag-Along Rights. The Purchased Securities shall be
subject to the provisions set forth on Exhibit B attached hereto and hereby
incorporated by reference herein.



     8.3. Transfer of Shares; Void Transfers of Shares. In connection
with any purchase and sale of shares under Sections 8.1 or 8.2 hereof,
Investor shall transfer the Purchased Securities to the purchaser free and
clear of all Liens.



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ARTICLE IX




SURVIVAL OF REPRESENTATIONS AND WARRANTIES



     9.1 Survival of Representations and Warranties. The
representations and warranties of the Company contained in this Agreement
will terminate and be of no further effect on the first anniversary of the
Closing Date.



ARTICLE X




MISCELLANEOUS



     10.1 Notices. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally against written receipt or by fax transmission against fax
confirmation or mailed by prepaid first class certified mail, return receipt
requested, or dispatched by reputable overnight courier prepaid, . to the parties at
the following addresses or fax numbers:


If to Investor, to:



NEC Corporation

Client and Server Division

1-10, Nissin-cho, Fuchu, Tokyo 183-8501, Japan

Attention: General Manager



If to the Company to:



Stratus Computer Systems International S.A.

123, Avenue de X Septembre,

L-2551 Luxembourg

Attention: Hans de Graaf



with copies to:




	 	 	 	 	 

	 

	 	Gibson, Dunn & Crutcher LLP
	 	Stratus Technologies, Inc.
	 

	 	200 Park Avenue
	 	111 Powdermill Road
	 

	 	New York, New York 10166
	 	Maynard, Massachusetts 01754
	 

	 	Attention: E. Michael Greaney
	 	Attention: Frederick Prifty
	 

	 	Fax: (212) 351-4065
	 	Fax (978) 461-3690





All such notices, requests and other communications will (i) if delivered personally
to the address as provided in this Section, be deemed given upon delivery, (ii) if
delivered by fax transmission to the fax number as provided for in this Section, be deemed
given upon fax confirmation, (iii) if delivered by mail in the manner described above to
the address as provided for in this Section, be deemed given on the earlier of the seventh
Business Day following mailing or upon receipt and (iv) if dispatched by reputable
overnight courier to the address as provided in this Section, be deemed given on the
earlier of the first Business Day following the date sent by such overnight courier or
upon receipt (in each case regardless of whether such notice, request or other
communication is received by any other Person to




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whom a copy of such notice is to be delivered pursuant to this Section). Any
party from time to time may change its address, fax number or other information for the
purpose of notices to that party by giving notice specifying such change to the other
parties hereto.




     10.2 Entire Agreement. This Agreement supersedes all prior discussions and
agreements between the parties with respect to the subject matter hereof and
contains the sole and entire agreement between the parties hereto with respect to
the subject matter hereof. In furtherance and not in limitation of the foregoing,
other than the representations and warranties expressly made by the Company in
Article III or by Investor in Article IV, neither party makes any representations
and warranties, whether express or implied. The Investor agrees and acknowledges
that it has had the opportunity to conduct due diligence
regarding the financial condition, market value and business of the Company,
and that Investor is sophisticated, knowledgeable and experienced in investments of
this type. Investor acknowledges and agrees that the Company makes no
representation or warranty regarding any information provided to Investor,
including financial statements, projections or other information except as set
forth in the representation and warranties herein. Company makes no representation
or to the value of the Company or Investors interest therein. In no event will the
Company’s liability with respect to the representations and warranties, indemnities
and other provisions hereof set forth herein be in excess of the aggregate purchase
price for the Purchased Securities.



     10.3 Expenses. Each party will pay its own costs and expenses
incurred in connection with this Agreement and the transaction
contemplated hereby.



     10.4 Confidentiality. Investor will hold in strict confidence from any
Person, unless disclosure is compelled by judicial or administrative process or by
other requirements of Law, all documents and information concerning the Company or
any of its Affiliates furnished to it by or on behalf of the Company in connection
with or pursuant to this Agreement, except to the extent that such documents or
information can be shown to have been in the public domain through no fault of
Investor.



     10.5 Amendment. This Agreement may be amended, supplemented or modified only
by a written instrument duly executed by or on behalf of each party hereto.



     10.6 Third Party Beneficiaries. The terms and provisions of this Agreement
are intended solely for the benefit of each party hereto and it is not the
intention of the parties to confer third-party beneficiary rights, and this
Agreement does not confer any such rights, upon any other Person.



     10.7 Assignment. Except as and only to the extent expressly set forth herein,
Investor shall have no right to assign any of its rights or delegate any of its
duties under this Agreement without the prior written consent of the Company, and
any attempt to do so shall be void. The Company shall have the right to assign the
Repurchase Right to any Person. In addition, the Company shall have the right to
assign its rights and delegate its duties under this Agreement in connection
with a transaction or series of related transactions which involve the sale or
transfer of 50% or more of the assets, business or voting control of the Company.



     10.8 Headings. The headings used in this Agreement have been inserted
for convenience of reference only and do not define or limit the provisions
hereof.



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12









 





     10.9 Invalid Provisions. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under any present or future Law, and if the
rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof, (c) the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by its
severance therefrom and (d) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a legal,
valid and enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.



     10.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of New York.



     10.11 Construction. The parties hereto agree that this Agreement is the
product of negotiation between sophisticated parties, each of whom were represented
by counsel, and each of whom had an opportunity to participate in and did
participate in, the drafting of each provision hereof. Accordingly, ambiguities in
this Agreement, if any, shall not be construed strictly or in favor of or against
any party hereto but rather shall be given a fair and reasonable construction.



     10.12 Counterparts. This Agreement may be executed in two counterparts, each
of which will be deemed an original, but all of which together will constitute one
and the same instrument.



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13









 




IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of
the day and year first above written.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	STRATUS TECHNOLOGIES GROUP S.A.	 	 	 	NEC CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ David Laurello
	 	 	 	By:
	 	/s/ Masahzko Yamamoto
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	David Laurello
	 	 	 	 	 	Name:
	 	MASAHZKO YAMAMOTO
	 

	 	Title:
	 	Director
	 	 	 	 	 	Title:
	 	SENIOR VICE PRESIDENT






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For the purposes of article I of the Protocol annexed to the Convention on Jurisdiction and
Enforcement of Judgments in Civil and Commercial Matters, signed at Brussels on 27th
September 1968 (as amended), the Company hereby expressly and specially confirms its
agreement with the provision of Section 10.10 of this Agreement which provides that the
domestic laws of the State of New York, United States of America, shall be governing law.




	 	 	 	 	 
	STRATUS TECHNOLOGIES GROUP
S.A.

 	 	 
	By:  	/s/ David Laurello
 	 	 
	 	Name:  	David Laurello 	 	 
	 	Title:  	Director 	 	 
	 



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EXHIBIT A




DISCLOSURE SCHEDULES




	 	 	 

	Section 3.3

	 	Capital Stock of the Company
	 
	 	 
	Section 3.4

	 	Company’s Material Subsidiaries
	 
	 	 
	Section 3.5

	 	Conflicts
	 
	 	 
	Section 3.10

	 	Intellectual Property Rights






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SHARE PURCHASE AND SHAREHOLDER AGREEMENT

DISCLOSURE SCHEDULE 3.3




Authorized, Issued and Outstanding Capital Stock

and

Stock Options Outstanding



(As of October 23. 2005)



			
	Total Authorized Shares, par value US $1.50
	 	150,000,000
	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series A	 	Series B	 	Ordinary
	Shareholder Group	 	Preferred Shares	 	Preferred Shares	 	(Common) Shares
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Investcorp Companies
	 	 	269,161	 	 	 	9,474,160	 	 	 	23,440,459	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	MidOcean Capital
	 	 	7,816,210	 	 	 	857,674	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Intel
	 	 	3,204,709	 	 	 	381,188	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Stratus Board of Directors
	 	 	0	 	 	 	0	 	 	 	80,000	 
	Stratus Management &
Employees
	 	 	0	 	 	 	0	 	 	 	1,036,457	 
	Former Stratus Employees
	 	 	0	 	 	 	0	 	 	 	940,015	 
	NEC Corporation
	 	 	0	 	 	 	0	 	 	 	564,000	 
	Intelligent Wave, Inc.
	 	 	0	 	 	 	0	 	 	 	500,000	 
	CTC Corporation
	 	 	0	 	 	 	0	 	 	 	100,000	 
	Toshiba Corporation
	 	 	0	 	 	 	0	 	 	 	56,400	 
	Stratus Treasury Shares
(non-voting shares)
	 	 	4,937,835	 	 	 	0	 	 	 	6,763,013	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Issued Shares
	 	 	 	 	 	 	 	 	 	 	60,421,281	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Stock Options Outstanding (granted, not exercised)	 	 	26,255,904	 






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SHARE PURCHASE AND SHAREHOLDER AGREEMENT

DISCLOSURE SCHEDULE 3.4




Stratus Subsidiary Listing



	 	 	 

	LUXEMBOURG
	 	 
	Stratus
Technologies International S.à r.l
	 	 
	 
	 	 
	IRELAND
	 	USA
	Stratus Computer Systems Ireland Ltd.
	 	Stratus Technologies, Inc.
	 
	 	 
	LUXEMBOURG
	 	Cemprus Technologies, Inc.
	Stratus
Equity S.à r.l
	 	 
	 
	 	Cemprus LLC
	 
	 	 
	CYPRUS
	 	AUSTRALIA
	SRA Technologies Cyprus
	 	Stratus Technologies Pty. Ltd.
	 
	 	 
	BERMUDA
	 	CANADA
	Stratus Technologies Bermuda Ltd.
	 	Stratus Technologies Canada Corporation
	 
	 	 
	 
	 	FRANCE
	 
	 	Stratus Technologies S.A.
	 
	 	 
	 
	 	GERMANY
	 
	 	Stratus Technologies GmbH
	 
	 	 
	 
	 	HONG KONG
	 
	 	Stratus Technologies (HK) Limited
	 
	 	 
	 
	 	ITALY
	 
	 	Stratus Technologies Italia S.r.L.
	 
	 	 
	 
	 	JAPAN
	 
	 	Stratus Technologies Japan Inc.
	 
	 	 
	 
	 	KOREA
	 
	 	Stratus Technologies (Korea) Ltd.
	 
	 	 
	 
	 	NETHERLANDS
	 
	 	Stratus Technologies B.V.
	 
	 	 
	 
	 	SINGAPORE
	 
	 	Stratus Technologies (Singapore) Pte. Ltd.
	 
	 	 
	 
	 	SOUTH AFRICA
	 
	 	Stratus Computer Technologies (Pty) Limited.
	 
	 	 
	 
	 	SPAIN
	 
	 	Stratus Technologies Espana S.A.
	 
	 	 
	 
	 	UNITED KINGDOM
	 
	 	Stratus Technologies Systems Ltd.






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SHARE PURCHASE AND SHAREHOLDER AGREEMENT




DISCLOSURE SCHEDULE 3.5



Conflicts


NONE.




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SHARE PURCHASE AND SHAREHOLDER AGREEEMENT




DISCLOSURE SCHEDULE 3.10



Intellectual Property


NONE.




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EXHIBIT B




DRAG-ALONG AND TAG-ALONG RIGHTS




     1. Definitions. Capitalized terms used in this Exhibit shall have the
meanings set forth in the Agreement and as follows:



          “Approved Sale” means a transaction or a series of related transactions which
results in a bona-fide, unaffiliated change of economic beneficial ownership of the
Stratus Group or its business of greater than 50%, whether pursuant to the sale of
the stock of the Company, the sale of the assets of
Stratus Group (if combined with a distribution of net proceeds to
shareholders), or a merger or consolidation (other than a sale of stock by an
Investcorp Investor to another Investcorp Investor).




          “drag-along notice” and “tag-along notice” have the meanings specified in
Section 2(a) hereof.




          “Investcorp Investor.” at any date of determination, means all of the
following who are then holders of Common Stock: Investcorp Bank E.C. and its
Affiliates and any other investor with whom Investcorp Bank E.C. or any Affiliate
thereof has an administrative relationship.




          “Pro-Rata Portion” has the meaning specified in Section 2(a) hereof.




          “Shares” means any shares of Common Stock owned by Investor at the relevant
times covered by this Exhibit.




          “Stratus Group” means the Company and its direct and indirect subsidiaries.




     2. Drag-Along Rights and Tag-Along Rights.



          (a) The Company shall promptly give a written transaction notice (the
“transaction notice”) to Investor with respect to any Approved Sale.




          (b) The Company, acting by resolution of its Board, shall have the right,
exercisable by giving written notice (the “drag-along notice”) to Investor within
thirty (30) Business Days after the giving of a transaction notice to Investor with
respect to an Approved Sale, to compel Investor to sell a Pro-Rata Portion of its
Shares (the “drag-along right”) to the party acquiring or that has acquired control
of the Stratus Group in an Approved Sale on substantially the same material terms as
those applicable to the sale of the ownership interest to such party in the
transaction that constitutes such Approved Sale; provided that the Company may not
exercise this drag-along right during the two (2) year period following the date on
which Investor acquires the Shares unless the purchase price per share applicable to
the Shares is not




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less than the price per share paid by Investor for the Shares. If the Company does not
provide the drag-along notice, Investor shall have a one-time right, exercisable by giving written
notice to the Company (the “tag-along notice”) within ten (10) Business Days after the expiration
of such thirty (30) Business Days following the giving of the transaction notice, to participate in
the transaction that constitutes the Approved Sale and to sell a Pro-Rata Portion of its Shares on
substantially the same material terms as those applicable to the sale of the ownership interest to
the party acquiring or that has acquired control of the Stratus Group in the Approved Sale, and the
Company shall take such actions as may be necessary to accommodate such participation or, if the
Company is unable to do so, the Company shall have and shall exercise, or shall assign to any other
Person which shall exercise, the right to purchase a Pro-Rata Portion of the Shares on
substantially the same material terms. As used herein, “Pro-Rata Portion” means the percentage of
the total ownership interest in the Stratus Group being acquired by the party acquiring or that
has acquired control of the Stratus Group in the Approved Sale. Any sale of Shares shall be
deemed to be “on substantially the same material terms” if the value received by the Investor is
the same as the value received by other shareholders, even if the form of consideration received by
the Investor is cash rather than such other property as may be received by the other shareholders.




          (c) If the Company delivers a drag-along notice or Investor delivers a
tag-along notice, Investor shall cooperate with the Company and take all such
actions as the Company may reasonably request to effect such Approved Sale as
efficiently as possible. Without limiting the generality of the foregoing, Investor
shall enter into such agreements with the Company, its shareholders and any other
parties to the transactions constituting the Approved Sale as the Company may
reasonably request.



     3. Termination. The provisions of this Exhibit shall (a) expire upon, and shall not apply to,
an Initial Public Offering and (b) have no further effect following implementation of the
provisions of this Exhibit in connection with an Approved Sale.




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