20-F









Exhibit 4.6  



ASSET PURCHASE
AGREEMENT 



by and among 



NORTEL NETWORKS INC., 



NORTEL NETWORKS
LIMITED, 



and 



the EMEA SELLERS (as set
out in Exhibit A) 



as Sellers 



A. R. BLOOM, S. HARRIS, A. M. HUDSON AND C. HILL,  

AND A.R. BLOOM AND D. HUGHES, as Joint Administrators 






and 



RADWARE LTD., 



as Buyer 



Dated as of February
19, 2009 













TABLE OF CONTENTS  





			Page

	 		
			
			
			
	ARTICLE I. DEFINITIONS 	3 
	  1.1	Certain Definitions	3 
	  1.2	Certain Additional Definitions	13 
	  1.3	Accounting Terms	15 
	  1.4	Monetary Terms	15 
	ARTICLE II. PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES 	15 
	  2.1	Sale and Transfer of Assets	15 
	  2.2	Excluded Assets	17 
	  2.3	Assumed Liabilities	19 
	  2.4	Liabilities Not Assumed	19 
	  2.5	Further Assurances	21 
	  2.6	Buyer Entities	21 
	  2.7	Cure Costs; Adequate Assurance; No Rejection	21 
	  2.8	Canadian Acknowledgement	21 
	  2.9	Seller Entities; UK and EMEA Assets	21 
	 2.10	Acknowledgement of Termination of Exploitation Rights	22 
	 2.11	Cessation of Status as a Seller Entity	22 
	ARTICLE III. PURCHASE PRICE 	23 
	  3.1	Purchase Price	23 
	  3.2	Allocations; Taxes	24 
	  3.3	Allocation of Taxes	25 
	ARTICLE IV. CLOSING 	25 
	  4.1	Closing	25 
	  4.2	Seller Closing Deliveries	25 
	  4.3	Buyer Closing Deliveries	26 
	  4.4	Delivery of the Acquired Assets	26 
	  4.5	Location of Prior IP; Post-Closing Identified Intellectual Property and Prior IP	27 
	  4.6	Korea Purchase Agreement	27 
	ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLERS 	27 
	  5.1	Organization, Power, Standing	27 
	  5.2	Due Authorization	28 
	  5.3	No Conflicts	28 
	  5.4	Consents and Approvals	28 
	  5.5	Financial Information	29 
	  5.6	Tangible Personal Property; Inventory	30 
	  5.7	Contracts	30 
	  5.8	Intellectual Property	31 
	  5.9	Litigation	33 
	 5.10	Compliance with Laws; Governmental Authorizations	33 
	 5.11	Nortel Employee Plans	34 
	 5.12	Employee Matters	34 
	 5.13	Absence of Certain Changes	35 
	 5.14	Customers and Suppliers	36 
	 5.15	Valid Transfers	36 
	 5.16	Real Property	36 
	 5.17	Brokers	36 
	 5.18	No Other Representations or Warranties	36 






i







	ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF BUYER 	37 
	  6.1	Organization, Power	37 
	  6.2	Due Authorization	37 
	  6.3	No Conflict; Third-Party Consents	37 
	  6.4	Consents and Approvals	37 
	  6.5	Litigation	38 
	  6.6	Sufficient Funds	38 
	  6.7	Brokers	38 
	  6.8	Buyer Employee Plans	38 
	  6.9	Labor Matters	38 
	 6.10	Adequate Assurance of Future Performance	38 
	 6.11	Acknowledgement of Section 5.5(c)	38 
	ARTICLE VII. PRE-CLOSING COVENANTS 	38 
	  7.1	Commercially Reasonable Efforts	38 
	  7.2	Regulatory and Other Approvals; Notification	39 
	  7.3	Conduct of Business	39 
	  7.4	Examinations and Investigations	40 
	  7.5	Bulk Sales	41 
	  7.6	Publicity	41 
	  7.7	New Contracts; Disclosure Schedules	41 
	  7.8	Confidentiality	41 
	  7.9	Notifications of the Transactions	42 
	 7.10	New Exclusive Service Contracts; Multi-Year Exclusive Service Contracts	42 
	 7.11	Israeli Withholding Tax Exemption Application and Approval	43 
	 7.12	Subcontractors	44 
	 7.13	Nonassignable Contracts	44 
	 7.14	U.S. Bankruptcy Actions	44 
	 7.15	U.S. Bidding Procedures Order	45 
	 7.16	U.S. Sale Order	45 
	 7.17	Consultation; Notification	47 
	 7.18	Canadian Bankruptcy Actions	47 
	 7.19	Sale Process Order	47 
	 7.20	Approval and Vesting Order	47 
	 7.21	Consultation; Notification	48 
	 7.22	Conflict Between this Agreement and the Biddng Procedures Order	48 
	 7.23	Notice of Cure Costs	48 
	ARTICLE VIII. CONDITIONS PRECEDENT TO CLOSING 	49 
	  8.1	Conditions Precedent to the Obligations of Buyer	49 
	  8.2	Conditions Precedent to the Obligations of Sellers	50 






ii







	ARTICLE IX. ONGOING COVENANTS 	52 
	  9.1	Tax Matters	52 
	  9.2	Record Retention	53 
	  9.3	Use of Names	54 
	  9.4	Further Information	54 
	  9.5	Mistaken Payments	55 
	  9.6	Sellers Vendor Contracts	55 
	  9.7	Manufacturer Warranties	55 
	  9.8	Business Contracts	56 
	  9.9	Destruction of Materials not Related to the Business	56 
	 9.10	Return of Products	56 
	 9.11	Redirection of Customers	57 
	 9.12	Business Tangible Property Containing Third Party Software	57 
	 9.13	Cooperation Regarding Financial Statements; Provision of Additional Information	57 
	 9.14	Confidentiality	58 
	 9.15	Delivery of Audited Financial Statements	59 
	 9.16	Employee Related Agreements	60 
	 9.17	Co-operation with Respect to Transferring Employees	60 
	 9.18	Protection of Personal Data	60 
	 9.19	Non-Solicitation of Employees by Buyer	61 
	 9.20	Non-Solicitation of Transferring Employees by Sellers	61 
	ARTICLE X. TERMINATION OF AGREEMENT 	61 
	 10.1	Termination	61 
	 10.2	Break-Up Fee and Expense Reimbursement	62 
	 10.3	Effect of Termination	63 
	ARTICLE XI. MISCELLANEOUS 	63 
	 11.1	Expenses	63 
	 11.2	Governing Law	63 
	 11.3	Jurisdiction; Service of Process	64 
	 11.4	Waiver of Jury Trial	64 
	 11.5	Attorneys' Fees	64 
	 11.6	Waiver	64 
	 11.7	Notices	65 
	 11.8	Assignment	66 
	 11.9	No Third-Party Beneficiaries	66 
	11.10	Amendments	66 
	11.11	Interpretation; Exhibits and Schedules	66 
	11.12	Entire Agreement; Construction	67 
	11.13	Specific Performance	67 
	11.14	Severability	67 
	11.15	Mutual Drafting	67 
	11.16	Counterparts	67 
	11.17	Survival	67 
	11.18	Limitation on Losses	68 






iii









LIST OF EXHIBITS AND
ANNEXES  



		
		
		
		
		
	Exhibit A	Sellers
	Exhibit B	Products
	Exhibit C	Master Purchase Agreement
	Exhibit D	IP License Agreement
	Exhibit E	Trademark License Agreement
	Exhibit F	Transition Services Agreement
	Exhibit G	Contract Manufacturer Inventory Agreement
	Exhibit H	Patent Assignment Agreement
	Exhibit I	Trademark Assignment Agreement
	Exhibit J	Interim Product Purchase Agreement
	Exhibit K-1	Assignment and Assumption Agreement
	Exhibit K-2	Assignment and Assumption Agreement (EMEA Sellers)
	Exhibit L-1	Bill of Sale
	Exhibit L-2	Bill of Sale (EMEA Sellers)
	Exhibit M	Sellers Closing Certificate
	Exhibit N	Buyer Closing Certificate
	Exhibit O	Additional Employee Related Provisions
	Exhibit P	EMEA Seller Provisions
	 
	Annex 1	U.S. Bidding Procedures





iv









LIST OF SCHEDULES  



		
		
		
		
		
	1.1(a)	Business Material Adverse Effects
	1.1(b)	Accounting Methodologies, Policies and Principles
	1.1(c)	Predecessor Products
	2.1(a)(i)	Business Tangible Property
	2.1(a)(ii)	Restricted Software
	2.1(c)	Business Contracts
	2.1(d)	Business IP
	3.2	Asset Allocation Schedule
	5.1	Organization; Power; Standing
	5.4	Seller Consents and Approvals
	5.5(a)	GAAP Value of Business Tangible Property, Inventory and Warranty Reserve
	5.5(b)	Pro Forma Financial Statements of the Historical Velocity Business
	5.5(c)	Accounting Assumptions
	5.6(a)	Exceptions to Title/Good Operating Condition (Business Tangible Property)
	5.6(b)	Inventory
	5.7	Exceptions to Business Contracts
	5.8(a)	Notifications of Adverse Claims
	5.8(b)	Infringement
	5.8(c)	Infringing Uses
	5.8(e)	Protection of IP
	5.8(f)	Exceptions to Title
	5.8(g)(ii)	Drop Dead Devices
	5.8(g)(iii)	Open Source
	5.8(h)	Actions Before USPTO
	5.8(i)	Third Party Items
	5.9	Litigation
	5.10	Compliance with Laws; Governmental Authorizations
	5.11	Nortel Employee Plans
	5.12(a)	Data Elements of Business Employees
	5.12(b)	Employment Laws and Orders
	5.12(c)	Work Rules and Collective Bargaining Agreements
	5.12(d)	Notices from Labor Authorities
	5.12(e)	Workers' Compensation Laws
	5.13	Recent Changes
	5.14	Seller Customers and Suppliers
	6.8	Buyer Employee Plans
	8.1(d)	Required Sellers Consents and Approvals
	8.1(g)	Delivery of Certain Items at Closing
	8.2(d)	Required Buyer Consents
	P(1)(a)	EMEA Tangible Property
	P(1)(c)	EMEA Business Contracts






v









ASSET PURCHASE
AGREEMENT 



        This
ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as
of February 19, 2009, by and among NORTEL NETWORKS INC., a Delaware corporation
(“NNI”), NORTEL NETWORKS LIMITED, a Canadian corporation
(“NNL” and together with NNI, the “Main Sellers”), the
entities listed on Exhibit A hereto under the heading “EMEA Sellers” (the
“EMEA Sellers” and together with NNI and NNL, the “Sellers”)
and in the case of the EMEA Sellers, the joint administrators of the EMEA Sellers, A. R.
Bloom, S. Harris, A. M. Hudson and C. Hill of Ernst & Young LLP (other than Nortel
Networks (Ireland) Limited, for which David Hughes and Alan Bloom serve as joint
administrators) (the “Joint Administrators”), and RADWARE LTD., a company
registered in accordance with the laws of Israel (“Buyer”).  



RECITALS 



    A.        Sellers
and certain of their Affiliates listed on Exhibit A hereto are engaged in the
development, production, sales, service and support of the hardware and software products
listed on Exhibit B hereto (for the sake of clarity, which products include a load
balancing functionality) (the “Products”), which activities are known as
the enterprise “Layer 4-7", “Alteon load balancer” or “Alteon
Application Accelerator” business of Sellers and such Affiliates (collectively, the
“Business”).  



    B.        On
January 14, 2009 (the “Petition Date”), NNL and the other entities
listed under the heading “Canadian Debtors” on Exhibit A hereto filed
with the Canadian Court (as defined below) an application for protection under the
Companies’Creditors Arrangement Act (the “CCAA”) (the cases
commenced by such application, the “CCAA Cases”) and were granted such
protection pursuant to an order issued by the Canadian Court on the same date.  



    C.        On
the Petition Date, NNI and the other entities listed under the heading “U.S. Debtors” on
Exhibit A hereto filed voluntary petitions and certain orders for relief (the
“Chapter 11 Cases”) pursuant to Title 11 of the United States Code (the
“U.S. Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of
Delaware (the “U.S. Bankruptcy Court”).  



    D.        On
the Petition Date, the EMEA Sellers filed applications with the English High Court of
Justice (the “English Court” and, together with the U.S. Bankruptcy
Court and the Canadian Court, the “Bankruptcy Courts”) pursuant to the
Insolvency Act of 1986, as amended (the “Insolvency Act”) and the
European Union’s Council Regulation (EC) No 1346/2000 on Insolvency Proceedings (the
proceedings commenced by such applications, the “EMEA Cases”), and the
English Court appointed Alan Bloom, Stephen Harris, Chris Hill and Alan Hudson of Ernst
& Young LLP as joint administrators of the EMEA Sellers (other than Nortel Networks
(Ireland) Limited, for which David Hughes and Alan Bloom serve as joint administrators of
Nortel Networks (Ireland) Limited) (the “Joint Administrators”) under
the Insolvency Act.  



    E.        Each
Seller has agreed to, and to cause its Affiliates to, transfer to Buyer, and Buyer has
agreed to purchase and assume, including, to the extent applicable, pursuant to Sections
363 and 365 of the U.S. Bankruptcy Code and subject to the entry of the Approval and
Vesting Order, the Acquired Assets and the Assumed Liabilities (each as defined below)
(in the case of EMEA Sellers, the EMEA Acquired Assets (as defined in Exhibit P)
and the EMEA Assumed Liabilities (as defined in Exhibit P)) from such Seller or
such Affiliates, upon the terms and conditions hereinafter set forth, in return for (x) a
cash payment by Buyer to the Escrow Agent on behalf of Sellers and their Affiliates and
(y) Buyer’s agreement to assume and perform certain warranty-related obligations of
Sellers and their Affiliates with respect to certain products sold by Sellers and their
Affiliates prior to the Closing, pursuant to a Master Purchase and Sale Agreement
(the “Master Purchase Agreement”), substantially in the form attached
hereto as Exhibit C.  



1









    F.        The
parties acknowledge and agree that the purchase by Buyer and the other Buyer Entities of
the Acquired Assets and the EMEA Acquired Assets (and the license of the Licensed IP) and
the assumption by Buyer and the other Buyer Entities of the Assumed Liabilities and the
EMEA Assumed Liabilities are being made at arms length and in good faith and without
intent to hinder, delay or defraud creditors of Sellers and their Affiliates, and each
Seller acknowledges that the consideration to be paid is fair value and reasonably
equivalent value for the acquisitions by Buyer and the other Buyer Entities of the
Acquired Assets and the EMEA Acquired Assets (and the license of the Licensed IP) and the
assumption by Buyer and the other Buyer Entities of the Assumed Liabilities and the EMEA
Assumed Liabilities, as set forth hereunder. This Agreement and the other Transaction
Documents by and among the Seller Entities and the Buyer Entities are integral and
non-severable parts of the same transaction.  






    G.        In
addition, at the Closing, Buyer and certain Sellers will enter into (i) an IP Licensing
Agreement (the “IP License Agreement”), substantially in the form
attached hereto as Exhibit D, (ii) a Trademark License Agreement (the “Trademark
License Agreement”), substantially in the form attached hereto as Exhibit E,
(iii) a Transition Services Agreement (the “Transition Services Agreement”),
substantially in the form attached hereto as Exhibit F, (iv) a Contract
Manufacturer Inventory Agreement (the “Contract Manufacturer Inventory Agreement”),
substantially in the form attached hereto as Exhibit G, (v) a Patent Assignment
Agreement (the “Patent Assignment Agreement”), substantially in the form
attached hereto as Exhibit H, (vi) a Trademark Assignment Agreement (the “Trademark
Assignment Agreement”), substantially in the form of Exhibit I and (vii)
an Interim Product Purchase Agreement (the “Interim Product Purchase Agreement”),
substantially in the form attached hereto as Exhibit J.  



    H.        The
parties agree that the only obligations and liabilities of the EMEA Sellers and the Joint
Administrators shall be with respect to the matters set out in Exhibit P, but that
the EMEA Sellers and the Joint Administrators shall enjoy the benefit of the rights
granted to the Sellers in this Agreement.  



        NOW,
THEREFORE, 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: 



2









ARTICLE I.  

DEFINITIONS  



    1.1        Certain
Definitions. As used in this Agreement, the following terms have the following
meanings unless the context otherwise requires (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):  



        “Accounts
Receivable” means (a) all trade accounts receivable and other rights to payment
from customers of any Seller or its Affiliates, whether or not arising out of the
Business, (b) all other accounts or notes receivable of any Seller or its Affiliates,
whether or not arising out of the Business and (c) any claim, remedy or other right
related to any of the foregoing. 



        “Action
or Proceeding” means any action, suit, claim (provided that, for purposes of this
definition and as this definition is used in this Agreement, “claim” shall be
limited to matters involving (x) infringement of Intellectual Property Rights or
Intellectual Property Assets and (y) Business Employees), proceeding or arbitration by any
Person, or any investigation or audit by any Governmental or Regulatory Body. 



        “Affiliate”
means with respect to any Person, any other Person controlling, controlled by or under
common control with such first Person. The term “control” (including, with
correlative meaning, the terms “controlled by” and “under common control
with”), as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract or
otherwise. In the case of any Seller, “Affiliates” of such Seller shall not
include any joint venture to which NNL or any Affiliate thereof is party and that is
structured as a legal entity unless NNL or its Affiliates owns 75% or more of the voting
equity of such joint venture. 



        “Alternative
Transaction” means the sale, transfer or other disposition, by means of asset
sale, merger, stock sale or otherwise, directly or indirectly, of all or substantially all
of (i) the Business or (ii) collectively the Acquired Assets and the EMEA Acquired Assets,
in a transaction or a series of transactions with one or more Persons other than Buyer
and/or its Affiliates; provided, that an Alternative Transaction does not include:
(a) the retention of the Business by any or all Seller Entities (or their successor
entities emerging from the Bankruptcy Proceedings) under a stand-alone plan of
reorganization approved by the U.S. Bankruptcy Court or any plan or arrangement approved
by the Canadian Court, or (b) the sale, transfer or other disposition, directly or
indirectly, of any portion of the Business, the Acquired Assets or the EMEA Acquired
Assets (other than as a going concern) in connection with the closure, liquidation or
winding up of the Business or any Seller Entity. 



        “Assignment
and Assumption Agreement” means an assignment and assumption agreement in
substantially the form attached hereto as Exhibit K-1 (in the case of all Seller
Entities other than the EMEA Sellers) and Exhibit K-2 (in the case of the EMEA
Sellers). 



3









        “Assumed
and Assigned Contract” means a Business Contract that can be assumed and assigned
pursuant to Section 365 of the U.S. Bankruptcy Code. For the sake of clarity, no New
Exclusive Service Contract shall be deemed to be an Assumed and Assigned Contract. 



        “Bankruptcy
Proceedings” means the Chapter 11 Cases, the CCAA Cases and the EMEA Cases and,
in each case, any proceedings thereunder. 



        “Bill
of Sale” means a bill of sale in substantially the form attached hereto as
Exhibit L-1 (in the case of all Seller Entities other than the EMEA Sellers) and
Exhibit L-2 (in the case of the EMEA Sellers). 



        “Business”
has the meaning set forth in the Recitals; provided, that the Business for all
purposes excludes all financial, accounting, IT, operations (including supply and
support), administrative, corporate and all other back office and/or similar shared
operations and functions of any Seller and its Affiliates that support or are utilized by
the “Layer 4-7", “Alteon load balancer” or “Alteon Application
Accelerator” business; provided, further, that except as expressly
provided herein, with respect to Tangible Property, references to the Business shall only
refer to the Business Tangible Property. References to the Business as operated by Buyer
and its Affiliates after the Closing shall mean the business and operations of Buyer and
its Affiliates with respect to, utilizing or based upon the Acquired Assets, the Assumed
Liabilities, the EMEA Acquired Assets, the EMEA Assumed Liabilities, the Radware Products
(as defined in the IP License Agreement) and/or the Licensed Intellectual Property (as
defined in the IP License Agreement) after the Closing. 



        “Business
Confidential Information” means all Confidential Information that relates
exclusively to the Business, the Products, the Acquired Assets, the Assumed Liabilities,
the EMEA Acquired Assets or the EMEA Assumed Liabilities, whether (a) disclosed prior to
or after the Closing Date to Buyer or (b) disclosed after the Closing Date to any Seller
and/or its Affiliates pursuant to any post-Closing covenants provided under this
Agreement. 



        “Business
Day” means a day other than a Saturday or a Sunday or other day on which
commercial banks in New York are authorized or required by Law to close. 



        “Business
Employee” means an individual listed on Schedule 5.12(a) who is an
employee of a Seller or an Affiliate of a Seller and who provides services to a Seller or
such Affiliate in connection with the Business. 



        “Business
Material Adverse Effect” means any circumstance, change or effect (any such item,
an “Effect”) that is materially adverse to the business, operations,
assets, liabilities, results of operations or financial condition of the Business, taken
as a whole, or that prevents or could reasonably be expected to prevent the timely
consummation of the Transactions by Sellers and their Affiliates, but excluding (i)
Effects resulting from changes in the United States or general economic conditions, except
to the extent such Effects disproportionately affect the Business taken as a whole, (ii)
Effects arising out of the execution or delivery of this Agreement or the Transactions or
the public announcement thereof, (iii) Effects that result from any action required to be
taken pursuant to this Agreement or any action taken pursuant to the written request or
with the prior written consent of Buyer, (iv) Effects arising out of the pendency of any
Bankruptcy Proceeding and any action approved by, or motion made before, any Bankruptcy
Court, (v) Effects arising out of the attrition of customers or other deterioration of the
Business prior to the Closing Date or (vi) Effects arising out of the matters set forth in
Schedule 1.1(a). 



4









        “Business
Tangible Property Value” means the book value, net of reserves, of the Business
Tangible Property and the EMEA Business Tangible Property calculated consistent with GAAP. 



        “Buyer
Employee Plan” means any currently active/open pension plan, supplemental pension
plan, profit sharing plan, savings plan, retirement savings plan, bonus plan, incentive
compensation plan, deferred compensation plan, stock purchase plan, stock option plan,
employee benefit plan, vacation plan, leave of absence plan, employee assistance plan,
automobile leasing/subsidy/allowance plan, relocation plan, family support plan,
retirement plan, medical, hospitalization or life insurance plan, disability plan, sick
leave plan, redundancy or severance plan, retention agreement, death benefit plan,
compensation arrangement, including any base salary arrangement, overtime policy, on-call
policy or call-in policy, or any other plan, program, arrangement, policy or practice that
is maintained or otherwise contributed to, or required to be contributed to, by or on
behalf of Buyer or its Affiliates with respect to employees of Buyer or its Affiliates in
the United States, Japan and/or India. 



        “Buyer
Entity” means Buyer and all Affiliates of Buyer that will take title to any
Acquired Asset or EMEA Acquired Asset, assume any Assumed Liability or EMEA Assumed
Liability, employ any Transferring Employee as a result of the Transactions, or enter into
any Transaction Document. 



        “Buyer
Material Adverse Effect” means any circumstance, change or effect that is
materially adverse to the ability of Buyer to perform its obligations under this Agreement
and the Transaction Documents or on the ability of Buyer to consummate the Transactions. 



        “Canadian
Business Tangible Property” means Business Tangible Property located in Canada. 



        “Canadian Business
Inventory” means Business Inventory located in Canada. 



        “Canadian
Court” means the Ontario Superior Court of Justice. 



        “Canadian Debtors”
means the Seller Entities listed under the heading “Canadian Debtors” in
Exhibit A. 



        “Claim”
has the meaning set forth in Section 101(5) of the U.S. Bankruptcy Code. 



        “Code”
means the Internal Revenue Code of 1986, as amended. 



5









        “Confidential
Information” means non-public, proprietary or confidential information that is
labeled as such or should reasonably be understood by the recipient to be confidential,
and includes trade secrets, research and development, methods of operations, analytical
processes, software, source codes, inventions, databases, other technology, designs and
other Intellectual Property Assets, consulting techniques, processes, formulae, methods
and methodologies for analyzing data, information concerning finances, investments,
projections, profits, strategies, pricing, costs, products, services, service providers,
vendors, customers’ identities and needs, employees, partners, investors, personnel,
compensation, recruiting, training, advertising, sales, marketing, promotions, government
and regulatory activities and approvals, in whatever form or media, of the disclosing
party and/or any third party that has disclosed or provided any of same to the disclosing
party on a confidential basis; provided, that Confidential Information shall not
include any information that is (i) lawfully in the public domain prior to its disclosure,
or lawfully becomes publicly available other than through a breach of this Agreement or
any other confidentiality obligation on behalf of any third party, (ii) disclosed to the
recipient by a third party provided such third party, or any other party from whom such
third party receives such information, is not in breach of any confidentiality obligation
in respect of such information, (iii) developed by such recipient without use of
Confidential Information, as evidenced by its business records or (iv) without obligation
of confidentiality was rightfully known by the recipient prior to disclosure, as evidenced
by its business records. 



        “Confidentiality
Agreement” means that certain Nondisclosure and Confidentiality Agreement dated
December 2, 2008, by and between NNI and Buyer. 



        “Contracts”
means all executory contracts, agreements, subcontracts, indentures, notes, bonds, loans,
instruments, leases, mortgages, franchises, licenses, purchase orders, sale orders,
proposals, bids, understandings or commitments, whether written or oral, that are legally
binding. 



        “CSWL” means
California Software Laboratories.  




        “Cure
Cost” means with respect to any Assumed and Assigned Contract, any amounts
required by Section 365(b)(1) of the U.S. Bankruptcy Code to cure any defaults by the
relevant U.S. Debtor under such Assumed and Assigned Contract and to pay any actual or
pecuniary losses that have resulted from such defaults under such Assumed and Assigned
Contract. 



        “EMEA”
means the Europe, Middle East and Africa region. 



        “Employment
Transfer Date” means the first Business Day following the Closing Date or, in
cases where the terms of this Agreement provides for a later employment date, the date on
which a Transferring Employee becomes employed with Buyer or an Affiliate of Buyer
pursuant to this Agreement. 



        “Escrow
Agent” means the Person designated as the escrow agent by Sellers pursuant to
Section 3.1(a). 



        “Exclusive
Service Contract” means a Contract between a Seller or any Affiliate of a Seller
and a customer of the Business that provides exclusively for the servicing of Products. 




6









        “Final
Order” means an order of any Bankruptcy Court or other court of competent
jurisdiction (a) as to which no appeal, notice of appeal, motion to amend or make
additional findings of fact, motion to alter or amend judgment, motion for rehearing or
motion for new trial has been timely filed or, if any of the foregoing has been timely
filed, it has been disposed of in a manner that upholds and affirms the subject order in
all material respects without the possibility for further appeal or rehearing thereon; (b)
as to which the time for instituting or filing an appeal, motion for rehearing or motion
for new trial shall have expired; and (c) as to which no stay is in effect; provided,
however, that, with respect to an order issued by the U.S. Bankruptcy Court, the filing or
pendency of a motion under Federal Rule of Bankruptcy Procedure 9024 (“Rule
9024”) or Federal Rule of Civil Procedure 60 (“Rule 60”) shall
not cause an order not to be deemed a “Final Order” unless, in the case of a
Rule 9024 motion, such motion shall be filed within ten (10) days of the entry of the
order at issue or, in the case of a Rule 60 motion, such motion shall be filed within
thirty (30) days of the entering of the order at issue. 



        “GAAP”
means United States generally accepted accounting principles, as in effect on the date of
this Agreement, consistent with the accounting policies, methodologies and principles of
NNI set forth on Schedule 1.1(b). 



        “Governmental
Authorization” means any consent, license, registration, authorization, approval,
franchise or permit issued, granted, given or otherwise made available by or under the
authority of any Governmental or Regulatory Body or pursuant to any Law. 



        “Governmental
or Regulatory Body” means any court, tribunal, arbitrator or government, whether
federal, state, county, local or foreign, or any subdivision, agency, authority,
department, commission, board, bureau, official or instrumentality thereof. 



        “Historical
Velocity Business” means the enterprise “Layer 4-7", “Alteon load
balancer” or “Alteon Application Accelerator” business of Sellers and their
Affiliates as conducted in 2007 and 2008. The Historical Velocity Business does not
include numerous assets and liabilities of Sellers and their Affiliates that may be
utilized in connection with and/or relate to their Layer 4-7, Alteon load balancer or
Alteon Application Accelerator business but are also utilized in connection with and/or
relate to other businesses of Sellers and their Affiliates. Sellers and their Affiliates
have not historically separately defined, or reported the financial or other results of,
the Historical Velocity Business, and Sellers have made good faith estimations as to the
scope of the Historical Velocity Business. For the sake of clarity, the Business and the
Historical Velocity Business consist of the same product lines (including the VSS
Products). 



        “Income
Taxes” means all foreign or U.S. federal, state, local or municipal net income,
alternative or add-on minimum, gross income, adjusted gross income, profits or excess
profits, gross receipts or similar taxes (including withholding taxes), and any interest,
penalties and additions attributable to such taxes. 



        “India
Business Tangible Property” means Business Tangible Property located in India. 



        “India Business
Inventory” means Business Inventory located in India. 



        “India
Employee” means a Business Employee who has a work location in India. 



        “India Employee
Gratuity Accrual” means the amount accrued on the books of Nortel India in
respect of an India Transferring Employee’s gratuity payment as of such
Employee’s Employment Transfer Date, which amounts shall be accrued in accordance
with the books and records of Nortel India. 



7









        “India
Transferring Employee” means an India Employee who accepts an India Employment
Offer and becomes employed by Buyer or an Affiliate of Buyer. 



        “Intellectual
Property Assets” means (i) copyrightable works, all registered copyrights, and
all applications, registrations and renewals thereof, (ii) Marks and all applications,
registrations and renewals thereof, (iii) patents and patent applications, (iv)
proprietary documents describing formulations, know-how, confidential business
information, trade secrets, and other technical information and technology,
(vi) computer software (including data and related documentation) and (vii) tangible
embodiments of any of the foregoing in whatever form or medium, but excludes sales
literature, promotional literature and any other sales, advertising, marketing or
promotional materials of any Seller and/or its Affiliates. 



        “Intellectual
Property Rights” means all past, present, and future rights of the following
types, which may exist or be created under the Laws of any jurisdiction in the world:
(a) rights associated with works of authorship, including exclusive exploitation
rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name
rights and similar rights; (c) trade secret rights; (d) patent and industrial
property rights; (e) other proprietary rights of every kind and nature; and (f) rights in
or relating to registrations, renewals, extensions, combinations, divisions, and reissues
of, and applications for, any of the rights referred to in clauses (a) through (e) of
this sentence. 



        “Inventory”
means all finished goods and service inventory. 



        “Inventory
Value” means the book value of Inventory that is required to be reflected on a
balance sheet prepared consistent with GAAP, net of reserves, as of the Closing Date,
determined in a manner consistent with GAAP. 



        “Japan
Employee” means a Business Employee who has a work location in Japan. 



        “Japan Transferring
Employee” means a Japan Employee who accepts a Japan Employment Offer and becomes
employed by Buyer or an Affiliate of Buyer. 



        “Knowledge
of Sellers” means and shall be limited to the actual knowledge of any of Mohan
Dattatreya, Philippe Michelet, Yuet Lee, Liam Kiely, Aziz Khadbai, Mark Hearn, Bill
LaSalle, Larry Barrows, Ken Pecot, Gayle Zajac, Shane Donahoe, Liz Ward, Hyacinth
DeAlmeida and/or Kirk Otis. 



        “Law”
means any law, statute, rule, regulation, ordinance or other pronouncement having the
effect of law of the United States of America, any foreign country or any domestic or
foreign state, county, city or other political subdivision or of any Governmental or
Regulatory Body. 



        “Liabilities”
means any direct or indirect liability, indebtedness, claim, loss, damage, demand,
deficiency, assessment, penalty, obligation or responsibility of any kind or nature,
whether fixed or unfixed, choate or inchoate, primary or secondary, liquidated or
unliquidated, secured or unsecured, asserted or unasserted, due or to become due, accrued,
absolute, known or unknown, contingent or otherwise. 



8









        “Licensed
IP” means the Intellectual Property Rights of any Seller and/or its Affiliates
licensed to Buyer and/or its Affiliates pursuant to the IP License Agreement and/or
Trademark License Agreement. 



        “Lien”
means any title defect, mortgage, lien, pledge, charge, security interest, claim,
contractual restriction, easement, right-of-way, option, conditional sale or installment
contract or other encumbrance of any nature whatsoever. For the sake of clarity, Assumed
Liabilities shall not be “Liens.” 



        “Loss”
or “Losses” means any Liability, judgment, settlement, penalty, fine,
cost or expense (including reasonable attorneys’ fees and disbursements and the costs
of litigation, including reasonable amounts paid in investigation, defense or settlement
of an Action or Proceeding) of any nature, whether or not arising out of any claims by or
on behalf of a third party. 



        “Marks”
means trade names, fictional business names, trade dress rights, registered and
unregistered trademarks and service marks and logos, including any Internet domain names
and websites, and applications therefor, together with all translations, adaptations,
derivations and combinations and like intellectual property rights. 



        “Monitor”
means Ernst & Young Inc., in its capacity as the Canadian Court-appointed Monitor in
connection with the CCAA Cases. 



        “Multi-Year
Exclusive Service Contract” means an Exclusive Service Contract with a term of
more than one (1) year with respect to which the annual renewal thereof falls between the
date hereof and the Closing. 



        “Non-Debtor
Nortel Networks Entities” means the Seller Entities listed under the heading
“Non-Debtor Nortel Networks Entities” in Exhibit A. 



        “Non-Exclusive
Confidential Information” means all Confidential Information of any Seller and/or
its Affiliates that does not pertain exclusively, but otherwise relates, to the Business,
the Products, the Acquired Assets, the EMEA Acquired Assets, the Assumed Liabilities or
the EMEA Assumed Liabilities, whether disclosed prior to or after the Closing Date. 



        “Nortel
Employee Plans” mean any currently active/open pension plan, supplemental pension
plan, profit sharing plan, savings plan, retirement savings plan, bonus plan, incentive
compensation plan, deferred compensation plan, stock purchase plan, stock option plan,
employee benefit plan, vacation plan, leave of absence plan, employee assistance plan,
automobile leasing/subsidy/allowance plan, relocation plan, family support plan,
retirement plan, medical, hospitalization or life insurance plan, disability plan, sick
leave plan, redundancy or severance plan, retention agreement, death benefit plan,
compensation arrangement, including any base salary arrangement, overtime policy, on-call
policy or call–in policy, or any other plan, program, arrangement, policy or practice
that is maintained or otherwise contributed to, or required to be contributed to, by or on
behalf of any Seller or its Affiliates with respect to Business Employees in the United
States, Japan and/or India. 



9









        “Nortel
India” means Nortel Technology Excellence Centre PVT Limited, a private company
limited by shares organized under the laws of India. 



        “Notice
Recipients” means (a) any person listed in the definition of “Knowledge of
Sellers,” (b) any elected officer of NNL, and/or (c) any attorney employed in any
legal department of any Seller or its Affiliates. 



        “NNUK”
means Nortel Networks UK Limited. 



        “Order”
means any writ, judgment, decree, injunction, award, stipulation or similar order or
judicial or administrative decree of any Governmental or Regulatory Body, in each case
whether preliminary or final. 



        “Organizational
Documents” means (a) the articles or certificate of incorporation, the bylaws and
any shareholders agreement of a corporation, (b) the partnership agreement and any
statement of partnership of a general partnership, (c) the limited partnership agreement
and the certificate of limited partnership of a limited partnership, (d) the operating or
limited liability company agreement and certificate of formation or organization of any
limited liability company, (e) any charter or similar document adopted or filed in
connection with the creation, formation or organization of a Person and (f) any amendment
to any of the foregoing. 



        “Permitted
Lien” means (a) any Lien for Taxes not yet due or delinquent or being contested
in good faith by appropriate proceedings or that may thereafter be paid without penalty,
(b) any statutory Lien arising in the ordinary course of business by operation of Law for
amounts which are not material and not yet due and payable, (c) any minor
imperfection of title or similar Lien that could not reasonably be expected to impact in
any material respect the use of the affected assets and (d) any Liens imposed by any
Bankruptcy Court in connection with the Bankruptcy Proceedings which Liens are to be
discharged at or by the Closing. 



        “Person”
means any individual, corporation, partnership, limited partnership, limited liability
company, firm, joint venture, association, joint-stock company, trust, unincorporated
organization, Governmental or Regulatory Body or other entity. 



        “Predecessor
Products” means the products set forth on Schedule 1.1(c). 



        “Prior
Existing IP” means Intellectual Property Assets, other than Business Intellectual
Property, that are used in the Predecessor Products, to the extent that such Intellectual
Property Assets as of the Closing Date (i) are owned by any Seller and/or its Affiliates
and (ii) are not patents, patent applications, domain names and websites, inventions
and/or invention disclosures. 



        “SEC”
means the U.S. Securities and Exchange Commission. 



10









        “Seller
Confidential Information” means all Confidential Information of any Seller and/or
its Affiliates other than (x) Business Confidential Information and/or (y) Non-Exclusive
Confidential Information, in each case, whether disclosed prior to or after the Closing
Date. 



        “Seller
Entity” means each Seller and each Affiliate of a Seller that is a Transferring
Party. 



        “Specified
Inventory” means Inventory owned by any Seller or its Affiliates and exclusively
relating to the Business that is required to be reflected on a balance sheet prepared
consistent with GAAP. 



        “Tangible
Property” means all furniture, fixtures, equipment, computers, office equipment
and apparatuses, tools, machinery and supplies. 



        “Target
Business Tangible Property Value” means two hundred fifty thousand dollars
($250,000). 



        “Target
Inventory Value” means two million one hundred thousand dollars ($2,100,000). 



        “Tax”
or “Taxes” (and, with correlative meanings “Taxable” or
“Taxing”) mean, without limitation and with respect to any Person, (i) all
Income Taxes, (ii) all sales, use, ad valorem, transfer, stamp, license, recording,
employment (including federal and state income tax withholding, backup withholding, FICA,
FUTA, national insurance, social security or other payroll taxes), environmental, excise,
severance, stamp, occupation, premium, prohibited transaction, property, VAT, value added,
net worth, franchise, or any other taxes, customs, tariffs, imposts, levies, duties,
rates, government fees or other like assessments or charges or impositions or withholdings
of any kind imposed under any Law, (iii) any interest, penalties, fines and additions
attributable to any items listed in clauses (i) and (ii), and (iv) any Liability in
respect of any items described in clauses (i), (ii) and/or (iii) payable by reason of
contract, assumption, transferee liability, operation of Law, Treasury Regulation Section
1.1502-6(a) (or any predecessor or successor thereof) or any similar provision under Law
or otherwise regardless of whether any amount in respect of them is recoverable from any
other Person. 



        “Tax
Return” means any U.S. federal, state, local, provincial and foreign return,
declaration, claim for refund, form, statement, report, schedule, information return or
similar statement or document, and any amendment thereof (including any related or
supporting information or schedule attached thereto) required to be filed with any Taxing
Authority in connection with the determination, assessment or collection of any Tax or
Taxes. 



        “Taxing
Authority” means any government or subdivision, agency, commission or authority
thereof, or any quasi-governmental or private body having jurisdiction over the
assessment, determination, collection or other imposition of Taxes. 



        “Transaction
Documents” means (i) this Agreement, (ii) the IP License Agreement, (iii) the
Trademark License Agreement, (iv) the Master Purchase Agreement, (v) the Transition
Services Agreement, (vi) the Contract Manufacturer Inventory Agreement, (vii) the Patent
Assignment Agreement, (viii) the Assignment and Assumption Agreement(s), (ix) the Bill(s)
of Sale, (x) Trademark Assignment Agreement, (xi) the Interim Product Purchase Agreement,
(xii) the Korea Purchase Agreement, (xiii) the Tripartite Agreement and (xiv) all other
agreements, certificates and instruments to be executed by Buyer and/or any Seller Entity
at or prior to the Closing pursuant to this Agreement or any of the agreements described
in clauses (i) through (xiii) of this definition. 



11









        “Transactions”
means the transactions contemplated by the Transaction Documents. 



        “Transferring
Employee” means, individually or in the aggregate, as the case may be, an India
Transferring Employee, a Japan Transferring Employee, or a U.S. Transferring Employee. 



        “Transferring
Party” means (i) in the case of an Acquired Asset or an EMEA Acquired Asset, the
Seller or the Affiliate of a Seller that is the owner of such Acquired Asset or EMEA
Acquired Asset (or in the case of a Business Contract or an EMEA Business Contract, a
contracting party to such Contract), (ii) in the case of an Assumed Liability or an EMEA
Assumed Liability, the Seller and/or the Affiliate(s) of a Seller that have obligations or
other Liabilities in respect of such Assumed Liability or EMEA Assumed Liability, (iii) in
the case of a Business Employee, the Seller or the Affiliate of a Seller that is the
employer of such Business Employee and (iv) in the case of a Transaction Document, the
Seller or the Affiliate of a Seller that is party to such Transaction Document. 



        “Tripartite
Agreement” means that certain Tripartite Agreement by and among California
Software Company Ltd., CSWL Inc., Buyer, Radware Inc. and NNL to be executed concurrent
herewith or following the execution of this Agreement. 



        “U.S.
          Bankruptcy Rules” means the U.S. Federal Rules of Bankruptcy
Procedure.  




        “U.S.
          Business Tangible Property” means Business Tangible Property located
in           the United States.  




        “U.S.
          Business Inventory” means Business Inventory located in the United
          States.  




        “U.S.
          Creditor Committee” means the official committee of unsecured
creditors           of the U.S. Debtors appointed by the U.S. Bankruptcy Court in the
Chapter 11           Cases.  




        “U.S.
          Debtors” means the Seller Entities listed under the heading “U.S.
          Debtors” in Exhibit A.  




        “U.S.
          Employee” means a Business Employee who has a work location in the
          United States.  




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




        “U.S.
          Transferring Employee” means a U.S. Employee who accepts a U.S.
          Employment Offer and becomes employed by Buyer or an Affiliate of Buyer.  




12









        “VAT”
means value added tax imposed in any member state of the European Union pursuant to EC
Council Directive 2006/112 on the common system of value added tax (Directive 2006/112)
and national legislation implementing or supplemental to that Directive and any other
sales or turnover tax of a similar nature imposed in any country that is a member of the
European Union, together with all penalties or interest thereon or any tax of a similar
nature which may be substituted for or levied in addition to it. 



        “VSS
Products” means the products set forth under the heading “VSS Products”
on Exhibit B attached hereto. 



        “Warranty
Reserve” means a reserve, determined in a manner consistent with GAAP, with
respect to the warranty obligations that Buyer and its Affiliates have undertaken to
perform at no additional cost to any Seller and/or its Affiliates pursuant to the Master
Purchase Agreement. 



        “Warranty
Target Amount” means three million one hundred thousand dollars ($3,100,000). 



    1.2        Certain
Additional Definitions. As used in this Agreement, the following terms shall have the
respective meanings ascribed thereto in the respective Sections of this Agreement set
forth opposite each such term below:  




	Term 	Section 
	 	
		
		
		
	Acquired Assets	2.1
	After Identified IP	4.5(b)
	Agreement	Preamble
	Approval and Vesting Order	7.20
	Approval and Vesting Order Motion	7.20
	Asset Allocation Schedule	3.2(a)
	Assumed Liabilities	2.3
	Audited Financial Statements	9.15
	Audit Notice	9.15
	Bankruptcy Courts	Recital D
	Base Purchase Price	3.1(a)
	Break-Up Fee	10.2(a)
	Bulk Sales Laws	7.5
	Business	Recital A
	Business Contracts	2.1(c)
	Business Intellectual Property	2.1(d)
	Business Inventory	2.1(b)
	Business Tangible Property	2.1(a)
	Buyer	Preamble
	Buyer Closing Certificate	8.2(e)
	CCAA	Recital B
	CCAA Cases	Recital B
	Chapter 11 Cases	Recital C
	Claimants	7.16(b)(i)






13









	Term 	Section 
	  	 
	Closing	4.1
	Closing Date	4.1
	Contract Manufacturer Inventory Agreement	Recital G
	Effective Time	4.1
	EMEA Cases	Recital D
	EMEA Sellers	Preamble
	Enforceability Exceptions	5.2
	English Court	Recital D
	Excluded Assets	2.2
	Excluded Liabilities	2.4
	Expense Reimbursement	10.2(b)
	Insolvency Act	Recital D
	Interim Product Purchase Agreement	Recital G
	IP License Agreement	Recital G
	Israeli Tax Withholding Exemption Application	7.11
	ITA	7.11
	Joint Administrators	Preamble
	Korea Purchase Agreement	4.6
	Main Sellers	Preamble
	Master Purchase Agreement	Recital E
	New Exclusive Service Contracts	2.1(c)
	New York Courts	11.3
	NNI	Preamble
	NNL	Preamble
	Patent Assignment Agreement	Recital G
	Petition Date	Recital B
	Press Release	7.6
	Prior IP	2.1(e)
	Products	Recital A
	Pro Forma Financial Statements	5.5(b)
	Purchase Price	3.1(a)
	Restricted Software	2.1(a)
	Retained Subcontractors	7.12
	Sale Process Order	7.19
	Sale Process Order Motion	7.19
	Sellers	Preamble
	Sellers Closing Certificate	8.1(e)
	Straddle Period	3.3
	Trademark Assignment Agreement	Recital G
	Trademark License Agreement	Recital G
	Transfer Taxes	9.1(a)(i)
	Transfer Tax Refund	9.1(a)(i)
	Transition Services Agreement	Recital G
	U.S. Bankruptcy Code	Recital C
	U.S. Bankruptcy Court	Recital C
	U.S. Bidding Procedures Motion	7.15
	U.S. Bidding Procedures Order	7.15
	U.S. Sale Motion	7.16(a)
	U.S. Sale Order	7.16(a)






14










    1.3        Accounting
Terms. All accounting terms shall have the meaning specified by GAAP unless otherwise
specified.  



    1.4        Monetary
Terms. All references to "Dollars" or "$" shall mean U.S. Dollars unless otherwise
specified  



ARTICLE II 

PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES  



    2.1        Sale
and Transfer of Assets. Upon the terms and subject to the conditions set forth in
this Agreement, at the Closing, each Seller shall, or in the case of any of the following
that is owned by an Affiliate of a Seller, shall cause the applicable Transferring Party
to, sell, transfer, assign, convey and deliver to Buyer (or Affiliates of Buyer), and
Buyer (or Affiliates of Buyer) shall purchase, acquire and accept from the applicable
Transferring Party, all of the Transferring Party’s right, title and interest in and
to the following properties, rights and assets (but in all cases excluding the Excluded
Assets) of such Seller or such Affiliate, as and to the extent existing on the Closing
Date (such properties, rights and assets are hereinafter collectively referred to as the
“Acquired Assets”), and (x) in the case of Acquired Assets that are
transferred or assigned by U.S. Debtors, free and clear of all Liens (other than
Permitted Liens) and Claims pursuant to Section 363 of the U.S. Bankruptcy Code, (y) in
the case of Acquired Assets that are transferred or assigned by Canadian Debtors, free
and clear of all Liens (other than Permitted Liens) pursuant to the terms of the Approval
and Vesting Order, when granted, and (z) in the case of Acquired Assets that are
transferred or assigned by a Non-Debtor Nortel Networks Entity, free and clear of all
Liens other than Permitted Liens:  



		    (a)        the
Tangible Property set forth on Schedule 2.1(a)(i) (collectively, the
          “Business Tangible Property”); provided, that with
          respect to Business Tangible Property containing the software set forth on Schedule
2.1(a)(ii) that is licensed from third parties and cannot be           assigned to
Buyer absent consent of the licensor thereof (the           “Restricted Software”),
the physical transfer of such Business           Tangible Property from the applicable
Transferring Party to Buyer shall occur at           the Closing, but legal title to such
Business Tangible Property shall not           transfer to Buyer until the earlier of the
time specified in the Transition           Services Agreement or the date of expiration
or termination of the Transition           Services Agreement;  







		    (b)        all
Specified Inventory (whether located at a business facility, in the           possession
of any contract manufacturer, or at any other location in the supply           chain, of
any Seller or any of its Affiliates) owned by any Seller or an           Affiliate of any
Seller (the “Business Inventory”);  







15









		    (c)        (i)
the Contracts set forth on Schedule 2.1(c), (ii) any Exclusive           Service
Contracts (including any renewals of existing Exclusive Service           Contracts) that
any Seller or an Affiliate of any Seller enters into with a           third party during
the period between the date hereof and the Closing (the           “New Exclusive
Service Contracts”), (iii) any confidentiality           or non-disclosure
agreements entered into by any Seller or any of its Affiliates           in connection
with the sale of the Business (other than the Confidentiality           Agreement) and
(iv) any other Contract, the entry into of which Buyer consents           to in
accordance with Section 7.7(a) (which additional Contracts shall be           set
forth on updated Schedule 2.1(c) delivered at Closing) (together with
          the Contracts listed under clauses (i) and (ii) above, collectively, the
          “Business Contracts”);  







		    (d)        (i)
the Intellectual Property Assets owned by any Seller or an Affiliate of any
          Seller set forth on Schedule 2.1(d) and (ii) to the extent not covered
by Section 2.1(d)(i), the Intellectual Property Assets owned by such Seller
          and/or its Affiliates that are (x) used in Products as of the Closing Date and
          (y) have never been used in any other commercial products of any Seller and/or
          its Affiliates (including, for the sake of clarity, the EMEA Sellers), in each
          case including all Intellectual Property Rights therein and the goodwill
          associated therewith and all rights to sue for past, present or future
          infringement and to collect and retain all damages and profits relating to the
          foregoing (the assets and rights included in clauses (i) and (ii), the
          “Business Intellectual Property”; for the sake of clarity, no
          Prior Existing IP shall be deemed to be Business Intellectual Property); provided,
that in the case of Intellectual Property Assets and           Intellectual Property
Rights that constitute patents, patent applications,           domain names and websites,
inventions and/or invention disclosures, only those           patents, patent
applications, domain names and websites, inventions and           invention disclosures
specifically listed on Schedule 2.1(d) shall           constitute Business
Intellectual Property and be assigned;  







		    (e)        the
Prior Existing IP, together with all Intellectual Property Rights therein           and
the goodwill associated therewith and all rights to sue for past, present or
          future infringement and to collect and retain all damages and profits relating
          to the foregoing (“Prior IP”); provided, that, subject
          to Section 4.5, none of this Section 2.1(e), the assignment of
the           Prior IP to Buyer or anything else in this Agreement shall obligate any
Seller           or any of its Affiliates or representatives to (x) create, recreate,
improve,           prepare, develop or acquire any Intellectual Property Assets or
Intellectual           Property Rights that would otherwise be, or (y) document, create
any physical or           electronic embodiment not then existing of, or otherwise put
into tangible form,           any Prior IP, other than making copies of existing
documents or files for           delivery to Buyer.  







		    (f)        without
prejudice to (x) Section 2.1(d) or 2.1(e) (with respect to           the
right to sue for past, present or future infringement, and to collect and
          retain all damages and profits relating to the Business Intellectual Property
or           the Prior IP in respect of such infringement) and (y) Section 2.1(i),
all           claims, demands, deposits, causes of action, choses in action, rights of
          recovery, rights of set-off and rights of recoupment, in each case relating
          exclusively to the operation of the Business after the Closing by Buyer (other
          than those related to Excluded Assets);  







		    (g)        all
refunds and rebates relating exclusively to the operation of the Business           after
the Closing by Buyer (other than those excluded pursuant to Section           2.2(e));  







16









		    (h)        all
sales literature, promotional literature and any other sales, advertising,
          marketing or promotional materials of any Seller or an Affiliate of any Seller
          that relate exclusively to the Products;  







		    (i)        all
rights under Business Contracts to the extent that such rights relate to
          non-competition, confidentiality or non-solicitation obligations, whether
          relating to periods prior to or following the Closing;  







		    (j)        all
rights of any Seller or an Affiliate of any Seller under or pursuant to all
          warranties, representations and guarantees made by suppliers, manufacturers and
          contractors relating directly to (i) Business Inventory, (ii) Product returns
          purchased by Buyer after Closing pursuant to Section 9.10, (iii) the
          Business Tangible Property or (iv) products in respect of which Buyer or its
          Affiliates are obligated to fulfill warranty obligations pursuant to the Master
          Purchase Agreement; and  







		    (k)        the
information set out in Schedule 5.12(a) and copies of all general and
          financial records, ledgers, sales invoices, files, books and documents,
          correspondence and other files and records, including customer lists and sales
          records, of any Seller or an Affiliate of any Seller pertaining exclusively to
          the Products or the assets and rights transferred to Buyer pursuant to the
above           paragraphs (a) through (j) of this Section 2.1 (other than those
excluded           pursuant to Sections 2.2(i), 2.2(l) and/or 2.2(n)).  







Notwithstanding the foregoing,
Sellers and their Affiliates may retain and use in appropriate circumstances originals or
copies of any Contracts, documents, books and records: (i) that relate, in whole or
in part, to assets other than the Acquired Assets and/or activities of Sellers or any of
their Affiliates other than the Business, (ii) that are required to be retained
pursuant to any legal requirement or are reasonably necessary, for financial reporting
purposes or for Tax purposes or (iii) that otherwise are used in connection with the
Excluded Liabilities. 



    2.2        Excluded
Assets. Notwithstanding anything to the contrary contained in Section 2.1 or
elsewhere in this Agreement, all properties, rights and assets of any Seller and/or its
Affiliates not expressly described in Section 2.1 (collectively, the “Excluded
Assets”) are not part of the sale and purchase contemplated hereunder, are
excluded from the Acquired Assets and shall remain the property of the applicable Seller
and/or its Affiliates, as the case may be, after the Closing. Without limiting the
foregoing, the Excluded Assets include the following:  



		    (a)        all
cash and cash equivalents or similar investments, including checking           accounts,
bank accounts, lock box numbers, marketable securities, commercial           paper,
certificates of deposit and other bank deposits, and treasury bills;  







		    (b)        all
insurance policies and all rights of every nature (including proceeds) under           or
arising out of such policies;  







		    (c)        all
Contracts to which any Seller or any of its Affiliates is a party other than
          the Business Contracts;  







17









		    (d)        without
prejudice to Buyer’s rights pursuant to Section 7.10, all           Accounts
Receivable;  







		    (e)        subject
to (x) Sections 2.1(d), 2.1(e), 2.1(f) and 2.1(g) (with
respect to the right to sue for past, present or future           infringement, and to
collect and retain all damages and profits relating to the           Business
Intellectual Property and the Prior IP in respect of such infringement)           and (y)
Section 2.1(i), all claims, demands, deposits, refunds, rebates,           causes
of action, choses in action, rights of recovery, rights of set-off and           rights
of recoupment, and all claims for refunds or rebates of Taxes, in any           case
related to periods (or portions thereof) ending on or prior to the           Effective
Time, and other governmental charges and the benefit of net operating           loss
carryforwards, carrybacks or other credits of any Seller and/or any of its
          Affiliates;  







		    (f)        all
prepaid charges, expenses, sums and fees;  







		    (g)        all
Intellectual Property Assets owned, acquired, developed or licensed by any
          Seller or any of its Affiliates other than the Business Intellectual Property
          and the Prior IP;  







		    (h)        without
prejudice to Section 9.13(b), all proprietary or confidential           business
or technical information, records and policies that relate generally to           any
Seller and/or its Affiliates and/or are not used exclusively in their           operation
of the Business, including organization manuals, strategic plans and           Tax
records and related information;  







		    (i)        all
personnel records relating to the Business Employees other than the           information
set forth in Section 2.1(k) and other records that any Seller           or its
Affiliates is required by Law to retain in its possession or is not           permitted
under Law to provide to Buyer;  







		    (j)        all
rights in connection with, and assets of, any Nortel Employee Plan;  







		    (k)        all
rights of any Seller and/or its Affiliates under this Agreement or any other
          Transaction Document or in respect of the Transactions;  







		    (l)        all
records prepared in connection with the sale of the Business;  







		    (m)        without
prejudice to Section 9.13(b), all books, records, accounts,           ledgers,
files, documents, correspondence, studies, reports and other printed or           written
materials related to any Excluded Assets or Excluded Liabilities;  







		    (n)        all
of the rights and claims of the U.S. Debtors available to the U.S. Debtors
          under the U.S. Bankruptcy Code, of whatever kind or nature, as set forth in
          Chapter 5 of the U.S. Bankruptcy Code and any other applicable provisions of
the           U.S. Bankruptcy Code, and any related claims and actions arising under
Chapter 5           or such provisions by operation of law or otherwise, including any
and all           proceeds of the foregoing;  







		    (o)        all
of the rights and claims of Canadian Debtors of whatever kind of nature not
          expressly included in the Acquired Assets, including any and all proceeds of
the           foregoing; and  







18









		    (p)        all
other properties, rights and assets of any Seller and/or its Affiliates that
          are not used by them exclusively in the operation of the Business.  







    2.3        Assumed
Liabilities. Subject to the terms and conditions set forth in this Agreement,
including Section 2.4, at the Closing, Buyer shall assume and thereafter pay,
perform and discharge when due, only the following Liabilities (the “Assumed
Liabilities”):  



		    (a)        all
Liabilities under or arising from the Business Contracts, other than (i) any
          Liability for Cure Costs (in the case of Assumed and Assigned Contracts) or
(ii)           any Liability arising under any Business Contract (other than an Assumed
and           Assigned Contract) as a result of a breach, default or wrongful failure on
the           part of any Seller or its Affiliates to perform any covenant or obligation
under           such Business Contract required to be performed by it prior to the
Closing;  







		    (b)        all
Liabilities to or in respect of (i) any Transferring Employee, including           their
employment (or termination of employment) by Buyer, any Buyer Entity or           any
Affiliate of Buyer, with respect to periods from and after such Transferring
          Employee’s Employment Transfer Date and (ii) any Buyer Employee Plan or
          future employee benefit plan of Buyer or its Affiliates, including for
severance           or other obligations to Transferring Employees arising following such
          Transferring Employees’ Employment Transfer Date;  







		    (c)        all
Liabilities for or in respect of Taxes (other than Income Taxes) (i) that           are
the responsibility of Buyer pursuant to Section 9.1 or (ii) in
          connection with the operation of the Business or in respect of the Acquired
          Assets with respect to periods (or portions thereof) beginning on or after the
          Effective Time;  







		    (d)        all
Liabilities with respect to defective Product claims and product liability
          claims and causes of action arising with respect to (i) products shipped or
sold           by or on behalf of Buyer or its Affiliates from or after the Closing and
(ii)           Product returns purchased by Buyer pursuant to Section 9.10 (but
only to           the extent of Buyer’s obligation to purchase such Product returns
pursuant           to Section 9.10); and  







		    (e)        all
Liabilities relating to Buyer’s and/or its Affiliates’ ownership           or
use of the Acquired Assets, or the conduct or operation of the Business, or           the
activities of Buyer and/or its Affiliates in connection with the Acquired
          Assets or the Business after the Closing.  







    2.4        Liabilities
Not Assumed. Notwithstanding anything contained in this Agreement to the contrary,
Buyer does not assume or agree or undertake to pay, satisfy, discharge or perform in
respect of, and will not be deemed by virtue of the execution and delivery of this
Agreement or any Transaction Documents or other document delivered at the Closing
pursuant to this Agreement, or as a result of the consummation of the Transactions, to
have assumed, or to have agreed to pay, satisfy, discharge or perform in respect of, any
Liabilities of any Seller or its Affiliates or of any other Person or in any way relating
to the Business other than the Assumed Liabilities, including the following (such
Liabilities retained by any Seller and its Affiliates, collectively, the “Excluded
Liabilities”):  



19









		    (a)        all
Liabilities to or in respect of (i) any Transferring Employee, including           their
employment by any Seller Entity or any Affiliate of any Seller, in each           case
with respect to periods prior to such Transferring Employee’s           Employment
Transfer Date, and (ii) any Nortel Employee Plan or prior employee           benefit plan
of any Seller or its Affiliates, including for severance or other           obligations
to Transferring Employees arising prior to such Transferring           Employees’ Employment
Transfer Date or as a result of the consummation of           the Transactions;  







		    (b)        except
as set forth in Section 2.3(c), all Liabilities of any Seller or           its
Affiliates for Taxes, including (i) Taxes that are the responsibility of any
          Seller pursuant to Section 9.1 and (ii) all Taxes arising out of the
          operations of the Business (including ownership of the Acquired Assets) with
          respect to transactions occurring prior to or periods (or portions thereof)
          ending prior to the Effective Time;  







		    (c)        all
Liabilities of any Seller or its Affiliates under this Agreement or any           other
Transaction Document;  







		    (d)        all
Liabilities for legal, accounting and audit fees (except as provided in Section 9.15)
and any other expenses incurred by any Seller or any of its           Affiliates in
connection with this Agreement, any other Transaction Document or           consummation
of the Transactions, including any fees, expenses or other payments           incurred or
owed by any Seller or any of its Affiliates to any agent, broker,           investment
banker or other firm or Person retained or employed by any Seller or           any of its
Affiliates in connection with the Transactions;  







		    (e)        all
Liabilities of any Seller or any of its Affiliates, to the extent relating           to
the Excluded Assets;  







		    (f)        except
as provided in Section 2.3(d) and/or as specified in the Master           Purchase
Agreement, all Liabilities with respect to defective product claims and           product
liability claims and causes of action arising with respect to Products           shipped
prior to Closing;  







		    (g)        all
Liabilities under or arising from the VSS Products with respect to periods
          prior to Closing Date, including claims relating to warranty obligations or
          other Liabilities under or arising from Contracts that have been entered into
          prior to the Closing Date with respect to VSS Products; provided, that
          Buyer and the other Buyer Entities shall be responsible for all Liabilities
with           respect to any implementation of the features or functionality of the VSS
          Products in whatsoever manner implemented by Buyer or its Affiliates, in
          accordance with Section 2.3(e), from and after the Closing;  







		    (h)        all
Liabilities relating to any Seller’s and/or its Affiliates’          ownership
or use of the Acquired Assets, or the conduct or operation of the           Business, or
the activities of any Seller and/or its Affiliates in connection           with the
Acquired Assets or the Business prior to the Closing, to the extent not           an
Assumed Liability;  







		    (i)        all
Liabilities in respect of any applicable Bulk Sales Laws as a result of the
          actions contemplated by Section 7.5; and  







20










		    (j)        all
Liabilities relating to any other assets, operations, products, businesses           or
activities of any Seller and/or its Affiliates that are not part of the
          Business.  







    2.5        Further
Assurances. From time to time after the Closing, without additional consideration,
Sellers shall, and shall cause the other Transferring Parties to, execute and deliver
such other instruments of transfer and documents related thereto and take such other
action as may be necessary or reasonably requested by Buyer in order to more effectively
transfer to Buyer, and to place Buyer in possession and control of, the Acquired Assets,
or to enable Buyer to exercise and enjoy all rights and benefits of the applicable
Transferring Party with respect thereto. Buyer shall take such actions as may be
necessary or reasonably requested by any Seller in order to assure Buyer’s
assumption of the Assumed Liabilities. Without limiting the foregoing, upon reasonable
request of Buyer, Sellers shall, and shall cause the other Transferring Parties to,
execute, acknowledge and deliver all such further assurances, deeds, assignments,
consequences, powers of attorney and other instruments and paper as may be required to
sell, transfer, convey, assign and deliver to Buyer all right, title and interest in, to
and under the Acquired Assets.  



    2.6        Buyer
Entities. Buyer agrees that the U.S. Business Tangible Property and U.S. Business
Inventory will be purchased by a U.S. organized corporation; the India Business Tangible
Property and India Business Inventory will be purchased by an Indian organized entity
treated for U.S. tax purposes as a corporation; and all other Acquired Assets will be
purchased by Buyer itself.  



    2.7        Cure
Costs; Adequate Assurance; No Rejection.  



		    (a)        To
the extent that any Assumed and Assigned Contract is subject to a Cure Cost,
          the applicable Seller shall, or shall cause the applicable Seller Entity to,
(x)           notify Buyer of the amount of such Cure Cost and (y) within ten Business
Days of           the determination of such Cure Cost by the U.S. Bankruptcy Court,
directly pay           or otherwise provide for payment of such Cure Cost as required by
the U.S.           Bankruptcy Code or other applicable Law.  







		    (b)        Prior
to the entry of the U.S. Sale Order, Buyer shall provide adequate           assurance of
its future performance under each Assumed and Assigned Contract to           the parties
thereto (other than the U.S. Debtors) as reasonably necessary to           satisfy
Section 365(f)(2)(B) of the U.S. Bankruptcy Code.  







		    (c)        Except
as may be required by the U.S. Bankruptcy Court, NNI shall not, and shall           cause
the other U.S. Debtors not to, reject any Assumed and Assigned Contract.  







    2.8        Canadian
Acknowledgement. Buyer acknowledges that the Canadian Sellers are selling their
rights, title and interest in the Acquired Assets pursuant to the Approval and Vesting
Order.  



21









    2.9        Seller
Entities; UK and EMEA Assets.  



		    (a)        When
references are made in this Agreement to Sellers causing their Affiliate(s)           or
other Seller Entities to undertake (or to not undertake) certain actions, or
          agreements are being made on behalf of certain Affiliates or other Seller
          Entities, “Sellers” for purposes of such clause shall be deemed to
          mean NNI (in the case of a U.S. Debtor) and NNL (in the case of a Canadian
          Debtor and Non-Debtor Nortel Networks Entities (as listed on Exhibit A          hereto)).  







		    (b)        Notwithstanding
anything to the contrary in this Agreement, this Article II shall not apply or
govern the sale, assignment, transfer, retention or           assumption of assets,
rights, properties or Liabilities of or by any EMEA Seller           in any manner
whatsoever. The only assets, rights, properties and Liabilities of           the EMEA
Sellers that are being sold, assigned, transferred and assumed by, the           Buyer
Entities, and the terms and conditions thereof, and representations with
          respect thereto, are solely as expressly set forth in Exhibit P.  







		    (c)        Where
references are made in this Agreement to Sellers assuming an obligation or
          liability, making a representation or warranty or being referred to in Article
V (except as set forth in Section 5.8(l)), giving an           undertaking (to
do or not do certain actions) or making an acknowledgement,           “Sellers” for
the purposes of such reference shall be construed and           understood not to include
the EMEA Sellers or (for the avoidance of doubt) the           Joint Administrators. The
parties agree that the only obligations of the EMEA           Sellers under this
Agreement shall be as set forth in Exhibit P. Where           references are made
in this Agreement to the Sellers taking the benefit of any           rights,
undertakings, representations or warranties, “Sellers” for the
          purpose of such reference shall be deemed to include the EMEA Sellers and the
          Joint Administrators.  







		    (d)        For
the sake of clarity, the provisions in Exhibit P have been drafted
          separately from the provisions in the body of this Agreement to reflect
          differing market practices in the countries of jurisdiction of the EMEA
Sellers.           The provisions contained in the body of this Agreement and the
provisions of Exhibit P shall be interpreted independently.  







    2.10        Acknowledgement
of Termination of Exploitation Rights. Each of NNI (on behalf of itself and the other
U.S. Debtors) and NNL (on behalf of itself, the other Canadian Debtors and the Non-Debtor
Nortel Networks Entities) hereby acknowledges and irrevocably agrees (a) that any and all
of their rights to the Business Intellectual Property, EMEA Business Intellectual
Property (as defined in Exhibit P), Prior Existing IP and EMEA Prior Existing IP
(as defined in Exhibit P) (including pursuant to any agreement among Sellers and
their Affiliates) shall terminate effective as of the Closing Date, except to the extent
set forth in the IP License Agreement and (b) to the entry into and the license of the
Licensed IP to Buyer pursuant to the IP License Agreement.  



    2.11        Cessation
of Status as a Seller Entity. In the event that any Person listed on Exhibit A hereto
does not, as of the Closing, own any assets, properties or rights that constitute
Acquired Assets or Assumed Liabilities, such Person shall not be a Seller Entity for any
purpose hereunder and there shall be no Closing deliveries (under Section 4.2) or
the Closing conditions (as set forth in Section 8.1) with respect to such Person.
At least three (3) Business Days prior to the Closing Date, the Main Sellers shall
certify Buyer in writing if there are any Persons to which this Section 2.11 will
pertain.  



22









ARTICLE III.  

PURCHASE PRICE  



    3.1        Purchase
Price.  



		    (a)        The
aggregate consideration for the Acquired Assets and the EMEA Acquired Assets
          (the “Purchase Price”) shall be an amount equal to the sum of
          (i) seventeen million six hundred fifty thousand dollars ($17,650,000) (the
          “Base Purchase Price”), plus or minus (ii) the amount
by           which the Inventory Value of the Specified Inventory is greater or less than
the           Target Inventory Value (on a dollar-for-dollar basis) (provided,
that in           no event shall Buyer be required to purchase Specified Inventory with
an           Inventory Value greater than three million dollars ($3,000,000) in the
aggregate           or otherwise pay more than three million dollars ($3,000,000) in the
aggregate           in respect of the Specified Inventory), plus or minus (iii)
the amount by           which the Warranty Reserve is greater or less than the Warranty
Target Amount           (on a dollar-for-dollar basis) plus or minus (iv) the
amount by which the           Business Tangible Property Value is greater or less than
the Target Business           Tangible Property Value (on a dollar-for-dollar basis). At
least three (3)           Business Days prior to the Closing, the Main Sellers and NNUK
shall notify Buyer           in writing of the identity of the Escrow Agent. At the
Closing, Buyer shall pay           the full amount of the Purchase Price to the Escrow
Agent to hold such amounts           on behalf of the Seller Entities pending an agreed
allocation of the Purchase           Price among Sellers in cash by wire transfer of
immediately available funds to           the bank account that the Escrow Agent has
designated in writing at least three           (3) Business Days prior to the Closing,
and such Escrow Agent shall collect such           funds on behalf of the Seller
Entities. For the avoidance of doubt, the Escrow           Agent shall hold such funds on
behalf of the Seller Entities only, and Buyer           shall have no recourse to such
funds held by the Escrow Agent in respect of any           claim against any Seller or
Affiliate thereof. Notwithstanding anything in this           Agreement to the contrary,
Sellers shall have the right to provide Buyer, at           least three (3) Business Days
prior to the Closing, with a written notice           executed by all Sellers instructing
that Buyer pay the Purchase Price directly           to Sellers and to the bank accounts
to which such payments should be made (in           the proportions specified in such
written notice), and in such case (i) Buyer           shall pay the Purchase Price
directly to Sellers as specified in such notice and           (ii) all references to
Escrow Agent hereunder shall be disregarded.  







		    (b)        Three
(3) Business Days prior to the Closing Date, NNI and NNL shall deliver to           Buyer
a written certificate of a duly authorized officer of NNI and NNL, setting
          forth as of such date (i) an updated Schedule 5.6(b) (as set forth in
the           last sentence of Section 5.6(b)), and (ii) their good faith
determination           of the Inventory Value of the Specified Inventory, the Business
Tangible           Property Value, the Warranty Reserve and the amount payable to Buyer
pursuant to Section 7.10, together with reasonable supporting detail therefor.
Buyer           shall be entitled to review such certificate, and in connection
therewith,           Sellers shall, and shall cause their Affiliates to, at no cost to
Buyer, provide           Buyer with access at all reasonable times upon the prior written
request of           Buyer to any records reasonably related to the New Exclusive Service
Contracts,           the Multi-Year Exclusive Service Contracts, the Warranty Reserve,
the Business           Tangible Property Value and the Inventory Value of the Specified
Inventory.           Unless the parties agree to make any change to the foregoing prior
to the           Closing, the amounts set forth on such certificate shall be the amounts
          therefore used for purposes of the amount payable by Buyer pursuant to Section
3.1(a).  







23









		    (c)        For
all purposes of this Section 3.1, (i) the Inventory Value of the
          Specified Inventory shall be calculated taking into account, and the
certificate           delivered by NNI and NNL pursuant to Section 3.1(b) shall
include, both           Business Inventory and EMEA Inventory, (ii) the Warranty Reserve
shall be           calculated taking into account, and the certificate delivered by NNI
and NNL           pursuant to Section 3.1(b) shall include, the Warranty Reserve
applicable           to all Sellers (including the EMEA Sellers) and (iii) the Business
Tangible           Property Value shall be calculated taking into account, and the
certificate           delivered by NNI and NNL pursuant to Section 3.1(b) shall
include, the           Business Tangible Property and the EMEA Tangible Property. For the
sake of           clarity, any EMEA Inventory or EMEA Tangible Property excluded from the
sale and           purchase hereunder pursuant to the provisions of Section 2(b) of Exhibit
          P shall result in a reduction in the Inventory Value of the Specified
          Inventory or in the Business Tangible Property Value equal to the book value,
          net of reserves, of the excluded EMEA Inventory or EMEA Tangible Property.  







    3.2        Allocations;
Taxes.  



		    (a)        The
Purchase Price paid by Buyer hereunder shall be allocated in accordance with Schedule
3.2 (the “Asset Allocation Schedule”), which           applies the
residual allocation method under Code Section 1060 and the           regulations
thereunder. For the avoidance of doubt, the amounts allocated to the           Business
Tangible Property, EMEA Tangible Property, Business Inventory and EMEA
          Inventory (both on the initial Schedule 3.2 and any modification
thereto)           shall be the relevant Seller Entity’s net book value for such
assets, as           determined by such Seller Entity consistent with GAAP. In the event
of (i) a           change or correction to the Acquired Assets or EMEA Acquired Assets,
(ii) a           final determination of the Purchase Price pursuant to Section 3.1 or
          (iii) any adjustment to the allocation of the Purchase Price among Sellers
          required by any Bankruptcy Court or other Governmental or Regulatory Body of
          competent jurisdiction, Schedule 3.2 shall be modified in a manner
          consistent with such change or correction and the principles set forth above
and           on Schedule 3.2; provided, that any change to Schedule 3.2          in
the circumstances described in clause (i) or (ii) of this Section           3.2(a) shall
be agreed between the Main Sellers and Buyer, but no consent of           Buyer shall be
necessary for a modification of Schedule 3.2 in the           circumstances set
forth in clause (iii) of this Section 3.2(a). In the           event any EMEA
Inventory or EMEA Tangible Property is excluded from the sale and           purchase
hereunder pursuant to the provisions of Section 2(b) of Exhibit           P, the
amounts allocated on Schedule 3.2 to the applicable EMEA           Seller(s) in
respect of inventory and/or fixed assets shall be reduced by an           amount equal to
the book value, net of reserves, of the excluded EMEA Inventory           or EMEA
Tangible Property, as the case may be.  







		    (b)        Each
of the parties hereto shall not, and shall not permit any of its Affiliates           to,
take a position (except as required pursuant to any Order) on any Tax           Return,
or before any Taxing Authority or in any judicial proceeding to the           extent Tax
issues are raised, that is in any way inconsistent with the           allocation of the
consideration among the Acquired Assets and/or EMEA Acquired           Assets determined
in accordance with Section 3.2(a).  







		    (c)        Each
of the parties hereto and any Affiliate of any such party may determine in           its
discretion how it should treat the Assumed Liabilities for Tax purposes in           any
relevant jurisdiction and shall not be bound by the position taken by any           other
party or Affiliate thereof with respect thereto in such jurisdiction or           any
other jurisdiction.  







24









    3.3        Allocation
of Taxes. In order to apportion appropriately any Taxes (other than Income Taxes and
Taxes subject to Section 9.1) relating to a period beginning on or before and
ending after the Effective Time (“Straddle Period”), the portion of any
such Taxes that are allocable to the period beginning after the Effective Time shall be:
(A) in the case of ad valorem Taxes and other Taxes that are imposed on a periodic basis
(and not based on invoices, receipts, sales or payments), deemed to be the amount of such
Taxes for the entire period multiplied by a fraction the numerator of which is the number
of calendar days in the Straddle Period after the Closing Date and the denominator of
which is the number of calendar days in the entire relevant Straddle Period, and (B) in
the case of Taxes imposed in connection with any sale or other transfer or assignment of
property (personal, tangible or intangible), deemed equal to the amount that would be
payable if the taxable year or period ended and the books closed immediately prior to the
Effective Time.  



ARTICLE IV.  

CLOSING  



    4.1        Closing.
The closing hereunder (the “Closing”) shall take place at 10:00 a.m.,
local time, at the offices of Crowell & Moring LLP, 1001 Pennsylvania Avenue, N.W.,
Washington, D.C. 20004, on the third Business Day after satisfaction or waiver of all of
the conditions set forth in Article VIII (other than those conditions that by
their nature are to be satisfied at the Closing, but subject to the satisfaction or
waiver of those conditions), or at such other date or at such other place or time as the
parties may mutually agree upon (such date of the Closing is hereinafter referred to as
the “Closing Date”). The Closing will be deemed effective at 11:59 p.m.
in Washington, D.C. on the Closing Date (the “Effective Time”).  



    4.2        Seller
Closing Deliveries. At the Closing, the Main Sellers (for themselves and all other
Seller Entities) shall deliver to Buyer each of the following:  



		    (a)        Bill(s)
of Sale, each executed by the applicable Seller Entity (in the           applicable
form);  







		    (b)        Counterpart
signature pages, executed by the applicable Seller Entities, to the           IP License
Agreement, the Master Purchase Agreement, the Transition Services           Agreement,
the Trademark License Agreement, the Patent Assignment Agreement, the           Contract
Manufacturer Inventory Agreement, the Assignment and Assumption           Agreement(s)
(in the applicable form), the Trademark Assignment Agreement and           the Interim
Product Purchase Agreement;  







		    (c)        The
Sellers Closing Certificate, executed by the Main Sellers;  







		    (d)        An
updated Schedule 2.1(c), Schedule 5.5(a) (if applicable) and Schedule
5.12(a) (if applicable); and  







		    (e)        Any
amounts payable to Buyer pursuant to Section 7.10.  







25









    4.3        Buyer
Closing Deliveries. At the Closing, Buyer (for itself and all other Buyer Entities)
shall deliver each of the following:  



		    (a)        The
Purchase Price to the Escrow Agent to hold such amounts on behalf of the           Seller
Entities pending an agreed allocation of the Purchase Price among them;  







		    (b)        To
the Main Sellers, counterpart signature pages executed by Buyer (or its
          Affiliates) to the IP License Agreement, the Master Purchase Agreement, the
          Transition Services Agreement, the Trademark License Agreement, the Patent
          Assignment Agreement, the Contract Manufacturer Inventory Agreement, the
          Assignment and Assumption Agreement(s), the Trademark Assignment Agreement and
          the Interim Product Purchase Agreement; and  







		    (c)        To
the Main Sellers, the executed Buyer Closing Certificate.  







    4.4        Delivery
of the Acquired Assets.  



		    (a)        Tangible
Assets. Within fourteen (14) days after the Closing Date,           Sellers shall, or
shall cause the other applicable Seller Entities to, at its or           their cost and
expense, de-install, disassemble, pack and crate the tangible           Acquired Assets
for shipping by Buyer, and notify Buyer no less than three (3)           Business Days in
advance that such tangible Acquired Assets will be ready for           shipment by Buyer.
Buyer shall, within two (2) Business Days of the date in           which such Acquired
Assets are ready for shipping by Buyer, transport or cause           to be promptly
transported, at its cost and expense, such Acquired Assets to           such facility or
location of Buyer or its Affiliates as Buyer shall elect. All           risk of loss and
damage with respect to the Acquired Assets shall pass from the           applicable
Seller or Seller Entity to Buyer on the earlier of (x) Buyer or its           Affiliates
or their representatives taking delivery of such Acquired Assets and           (y) two
(2) Business Days after such Acquired Assets are ready for shipping to           Buyer.  







		    (b)        Intellectual
Property and Documentation. The delivery of the tangible or           electronic
copies of the Business Intellectual Property and the other           documentation set
forth in Section 2.1(k) shall be accomplished at or           following the
Closing in the manner set forth in the Transition Services           Agreement and/or
delivered at Closing pursuant to Section 8.1(g); provided, that neither any
Seller nor any of its Affiliates or           representatives shall have any obligation
to (x) create, recreate, improve,           prepare, develop or acquire any of the
foregoing or (y) document, create any           physical or electronic embodiment of, or
otherwise put into tangible form, any           of the foregoing, other than making
copies of existing documents or files for           delivery to Buyer.  







		    (c)        Other
Assets. If after the deliveries provided for in Section 4.4(a) or
4.4(b) have taken place, and other than in the case of any Intellectual
Property Assets or Intellectual Property Rights identified by Buyer after the
Closing (which are covered by Section 4.5), if any Seller Entity or
Buyer Entity, as the case may be, shall have in its possession any asset or
right which Buyer and NNI agree should have been delivered to Buyer or retained
by such Seller Entity, as applicable, except in the case of patents, patent
applications, inventions or invention disclosures (unless expressly set forth
on Schedule 2.1(d)), Sellers or Buyer shall, or shall cause their
respective Affiliates, as the case may be, to promptly deliver such asset or
right to the other party.  







26









    4.5        Location
of Prior IP; Post-Closing Identified Intellectual Property and Prior IP.  



		    (a)        Following
the Closing, each Seller shall, and shall cause its Affiliates who are           not
Sellers to, use commercially reasonable efforts to locate existing tangible
          written and/or electronic embodiments of Prior IP.  







		    (b)        In
the event that Buyer believes that any Seller has not transferred to Buyer or
          its Affiliates any Intellectual Property Assets or Intellectual Property Rights
          (other than patents, patent applications, inventions or invention disclosures,
          unless expressly set forth on Schedule 2.1(d)) that constitute Business
          Intellectual Property or Prior IP (“After Identified IP”),
          Buyer shall be entitled to give NNI written notice thereof, describing in
          reasonable detail the After Identified IP. If the After Identified IP
          constitutes Business Intellectual Property or Prior IP and such After
Identified           IP is as of such time owned by a Seller or its Affiliates, Sellers
shall cause           all right and title to such After Identified IP to be promptly
transferred and           assigned to Buyer or its Affiliates without further
consideration and deliver to           Buyer or its Affiliates tangible or electronic
embodiments of such After           Identified IP; provided, that neither any
Seller nor any of its           Affiliates or representatives shall have any obligation
to (x) create, recreate,           improve, prepare, develop or acquire any After
Identified IP or (y) document,           create any physical or electronic embodiment of,
or otherwise put into tangible           form, any After Identified IP, other than making
copies of existing documents or           files for delivery to Buyer.  







    4.6        Korea
Purchase Agreement. The parties shall use their commercially reasonable efforts to
enable Buyer, as promptly as is reasonably practicable following the date hereof, to
enter into an agreement with LG Nortel Co. Ltd. (the “Korea Purchase Agreement”)
pursuant to which LG Nortel Co. Ltd. will distribute Products following the Closing.  



ARTICLE V.  

REPRESENTATIONS AND WARRANTIES OF SELLERS  



        Sellers
represent and warrant to Buyer that the statements contained in this Article V are
true and correct as of the date hereof, except as set forth in the Schedules referenced in
this Article V. The disclosures in any such Schedule shall qualify other sections
and subsections in this Article V to the extent it is readily apparent on its face
that such disclosure is applicable to such other sections and subsections. The inclusion
of any information in a Schedule (or any update thereto) shall not be deemed to be an
admission or acknowledgment, in and of itself, that such information is required by the
terms hereof to be disclosed, is material to the Business, has resulted in or would result
in a Business Material Adverse Effect, or is outside the ordinary course of business. 



    5.1        Organization,
Power, Standing. Except as set forth on Schedule 5.1: (i) Each Seller Entity
is duly organized, validly existing and in good standing under the Laws of the state or
foreign jurisdiction in which it is organized. (ii) The Seller Entities have all
requisite corporate power and authority to own, operate or lease the Acquired Assets and
the Licensed IP and to conduct the Business as it has been and is currently being
conducted. (iii) The Seller Entities have all requisite corporate power and authority to
execute and deliver this Agreement and to enter into the Transaction Documents to which
each is or will be a party, as the case may be, and to consummate the Transactions. (iv)
The Seller Entities are duly authorized to conduct business and are in good standing in
each jurisdiction where such authorization is required to conduct the Business as
currently conducted.  



27









    5.2        Due
Authorization. Except as set forth on Schedule 5.4: (i) The execution and
delivery by each Seller Entity of the Transaction Documents to which such Seller Entity
is or will be a party and the performance of such Seller Entity’s respective
obligations thereunder have been duly and validly authorized by all necessary corporate
action, and no other corporate or other action on the part of any of the Seller Entities
is necessary to authorize the execution and delivery of this Agreement and the other
Transaction Documents to which such Seller Entity is or is proposed to be a party or the
consummation of the Transactions. (ii) This Agreement has been, and each of the other
Transaction Documents, when executed, will be, duly executed and delivered by the
applicable Seller Entity, and this Agreement constitutes, and each of the other
Transaction Documents when so executed shall constitute, the legal, valid and binding
obligations of the Seller Entity or Seller Entities party thereto, as applicable,
enforceable against each such Seller Entity in accordance with their respective terms,
except as such enforcement may be limited by (A) bankruptcy, insolvency, reorganization,
moratorium and other Laws of general application affecting the rights and remedies of
creditors, and (B) general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”).
(iii) Each Seller has all necessary right and power to agree, on behalf of the other
Seller Entities, to the transfer of the Acquired Assets owned by such Seller Entity and
to the transfer of the Assumed Liabilities to which such Seller Entity is subject. No
Seller Entity is a joint venture in which NNL or its Affiliates own less than 75% of the
voting equity of such joint venture.  



    5.3        No
Conflicts. Except as set forth on Schedule 5.4, the execution and delivery of
this Agreement do not, and of the other Transaction Documents do not or will not, and the
consummation of the Transactions will not, (a) violate or conflict with the provisions of
the Organizational Documents of the Seller Entities, (b) result in the imposition of any
Lien upon any of the Acquired Assets or cause the acceleration or material modification
of any obligation under, create in any party the right to terminate, constitute a default
or breach of, or violate or conflict with the terms, conditions or provisions of any
Business Contract (other than an Exclusive Services Contract and those Contracts not
assigned to Buyer which are the subject of the Master Purchase Agreement, in each case as
to which no representation or warranty is made) or any credit or loan agreements,
indentures, finance related agreements or any other material Contract to which any of the
Acquired Assets or Assumed Liabilities are subject, or (c) result in a breach or
violation by the Seller Entities of any of the terms, conditions or provisions of any
Law, Order or Governmental Authorization.  



    5.4        Consents
and Approvals. Except as set forth on Schedule 5.4 or as may be required under
or in respect of any Business Contract and those Contracts not assigned to Buyer which
are the subject of the Master Purchase Agreement (in each case as to which no such
representation or warranty is made), no consent, waiver, approval, authorization, order
or permit of, or declaration, filing or registration with, or notification to, any
Governmental or Regulatory Body or other Person is required to be made or obtained by any
Seller Entity in connection with the execution and delivery of this Agreement or any
other Transaction Document to which such Seller Entity is or will be a party, the
performance by such Seller Entity of its obligations hereunder or thereunder, the
consummation by such Seller Entity of the Transactions, the transfer by such Seller
Entity of its respective Acquired Assets and Assumed Liabilities, or the licensing by
such Seller Entity of the Licensed IP.  



28









    5.5        Financial
Information.  



		    (a)        Schedule
5.5(a) sets forth, consistent with GAAP, as of the date set           forth on Schedule
5.5(a), of (i) the net book value of the Business           Tangible Property, (ii)
the net book value of the Specified Inventory set forth           in Schedule 5.6(b) and
(iii) a reserve with respect to the warranty           obligations of the type that Buyer
and its Affiliates will undertake to perform           following the Closing pursuant to
the Master Purchase Agreement (as if the           Closing had occurred on the date set
forth on Schedule 5.5(a)). In the           event of any change to such Business
Tangible Property, Specified Inventory (as           and to the extent provided in Section
5.6(b)) or warranty reserves           between the date of this Agreement and the
Closing Date, Sellers shall provide           Buyer with an updated version of Schedule
5.5(a) prior to the Closing.  







		    (b)        Schedule
5.5(b) contains a true and complete copy of the unaudited, pro           forma
balance sheets of the Historical Velocity Business, as of December 31,           2007 and
as of December 31, 2008 and related unaudited, pro forma statements of           income
of the Historical Velocity Business for the fiscal years ended December           31,
2007 and December 31, 2008 (the “Pro Forma Financial           Statements”).
Subject to the limitations, qualifications and exceptions           set forth in Section
5.5(c), Schedule 5.5(b) and/or Section           9.15 (as the case may
be), the Pro Forma Financial Statements (x) have been           prepared specifically by
Sellers for this Agreement from the books and records           of Sellers and their
Affiliates, which are maintained in accordance with GAAP           (except that carve-out
accounting guidelines as outlined by the SEC have not           been utilized, and except
for the absence of footnotes and other disclosures           required by U.S. GAAP), and
(y) fairly present in all material respects the           financial condition and results
of operations of the Historical Velocity           Business as of the respective dates
thereof and for the periods covered thereby.  







		    (c)        The
Business, the Acquired Assets and the Assumed Liabilities constitute only a
          limited subset of the Historical Velocity Business and of the assets and
          liabilities presented in the Pro Forma Financial Statements. Likewise, the
          Historical Velocity Business and the Pro Forma Financial Statements include
          assets and liabilities not included within the Acquired Assets or the Assumed
          Liabilities. Accordingly, the Pro Forma Financial Statements cannot be viewed
as           fairly presenting the Business, the Acquired Assets or the Assumed
Liabilities           to the extent that the Pro Forma Financial Statements include
assets and           liabilities not included within the Acquired Assets or Assumed
Liabilities.           Neither the Historical Velocity Business nor the Business has
operated as a           separate “stand-alone” entity, nor have Sellers or
their Affiliates           previously maintained separate financial statements for the
Historical Velocity           Business or the Business. As a consequence, (i) in order to
prepare the Pro           Forma Financial Statements, it has been necessary for Sellers
to make numerous           subjective judgments regarding financial allocations, and
Sellers have           summarized those judgments that Sellers believe are material in
the Pro Forma           Financial Statements in Schedule 5.5(c); and (ii) the Pro
Forma Financial           Statements do not present financial conditions or results of
operations that           would have occurred if either the Historical Velocity Business
or the Business           had been operated by Sellers and their Affiliates as a “stand-alone”          entity.
In addition, in order to present the Pro Forma Financial Statements, it           has
also been necessary for Sellers to make various assumptions regarding the           basis
of their presentation, and Schedule 5.5(c) summarizes such           assumptions
that Sellers believe are material.  







29









    5.6        Tangible
Personal Property; Inventory.  



		    (a)        Except
as set forth in Schedule 5.6(a): (i) The applicable Seller or           another
Seller Entity has exclusive legal and valid title to all of the Business
          Tangible Property and the Business Inventory, free and clear of all Liens other
          than Permitted Liens. (ii) Upon consummation of the Transactions, Buyer will
          have acquired good and marketable title in and to, the Business Tangible
          Property and the Business Inventory, (x) in the case of Acquired Assets that
are           transferred or assigned by U.S. Debtors, free and clear of all Liens (other
than           Permitted Liens) and Claims pursuant to Section 363 of the U.S. Bankruptcy
Code,           (y) in the case of Acquired Assets that are transferred or assigned by
Canadian           Debtors, free and clear of all Liens (other than Permitted Liens)
pursuant to           the terms of the Approval and Vesting Order, when granted, and (z)
in the case           of Acquired Assets that are transferred or assigned by a Non-Debtor
Nortel           Networks Entity, free and clear of all Liens other than Permitted Liens.
(iii)           All Business Tangible Property is in good condition, ordinary wear and
tear           excepted, and is in adequate operating condition for the purposes for
which it           is used by the Seller Entities in the Business. (iv) All Business
Inventory has           been created or acquired in the ordinary course of business
consistent with past           practice.  







		    (b)        Schedule
5.6(b) sets forth a true and complete list of all Specified           Inventory
(whether located at a business facility, in the possession of any           contract
manufacturer, or at any other location in the supply chain of any           Seller or any
of its Affiliates, but other than EMEA Business Inventory),           setting forth the
location, aging, net book value and serial number of each item           of Inventory
(aging and serial number, in the case of finished goods Inventory           other than
service Inventory (for service Inventory, the aging and serial number           thereof
will be provided as soon as practicable following the Closing)) as of           the date
set forth on such Schedule. Pursuant to Section 3.1(b), three           (3)
Business Days prior to the Closing Date, Sellers shall deliver to Buyer an
          update of Schedule 5.6(b) as of the most recent date practicable.  







    5.7        Contracts.
Except as set forth on Schedule 5.7:  



		    (a)        As
of the date hereof, Sellers have made available to Buyer true, correct and
          complete copies of all of the Business Contracts in effect as of the date of
          this Agreement. As of the date hereof, each Business Contract in effect as of
          the date of this Agreement is legal, valid, binding and enforceable against the
          Seller Entity party thereto, and to the Knowledge of Sellers, against each
other           party thereto, and is in full force and effect (in each case, subject to
the           Enforceability Exceptions and the Bankruptcy Proceedings).  







30









		    (b)        As
of the Closing, Sellers will have made available to Buyer true, correct and
          complete copies of all of the Business Contracts in effect as of the date of
the           Closing. As of the date of the Closing, each Business Contract in effect
will be           as of such date legal, valid, binding and enforceable against the
Seller Entity           party thereto, and to the Knowledge of Sellers, against each
other party           thereto, will be in full force and effect (in each case, subject to
the           Enforceability Exceptions and the Bankruptcy Proceedings) and will continue
to           be legal, valid, binding, enforceable and in full force and effect following
          assignment of such Business Contract at Closing (excluding any failure of any
          such Business Contract (other than an Assumed and Assigned Contract) to be
          legal, valid, binding, enforceable or in full force and effect as a result of
          the failure to obtain the consent of the counterparty to such Business Contract
          to such assignment).  







		    (c)        No
Seller (or any Affiliate of any Seller) has been notified in writing that it           is
in breach or default under any Business Contract, and to the Knowledge of
          Sellers, no other party to any Business Contract is in breach or default
          thereof, nor has any Seller or Affiliate thereof been notified in writing of
          such other party’s intention to terminate any Business Contract.  







		    (d)        The
Business Contracts do not contain (i) any non-competition, non-solicitation           or
similar agreements or arrangements or (ii) any “earn-out” or           similar
agreements or arrangements.  







		    (e)        No
Affiliate of a Seller (other than a Seller Entity) is a party to the Business
          Contracts.  







		    (f)        Neither
the Business Contracts nor those Contracts not being assigned to Buyer           which
are the subject of the Master Purchase Agreement are classified contracts
          requiring contractor employees to have access to classified information during
          contract performance. All services relating to the Business currently being
          provided by Sellers or their Affiliates to United States governmental agencies
          under the foregoing Contracts are being provided indirectly by Sellers or their
          Affiliates through a prime contractor or upper tier contractor and not directly
          by Sellers or their Affiliates.  







    5.8        Intellectual
Property.  



		    (a)        Except
as set forth on Schedule 5.8(a), (x) between January 1, 2007 and           the
Closing Date, and (y) to the Knowledge of Sellers, between January 1, 2003           and
January 1, 2007, neither Sellers nor their Affiliates have received written
          notice that any Person, other than a Seller, claims any ownership interest in
          any of the Business Intellectual Property.  







		    (b)        Except
as set forth on Schedule 5.8(b): To the Knowledge of Sellers, the
          Products, the processes performed by the Products and/or the use of the
Products           (including, for the sake of clarity, the Business Intellectual
Property and the           Licensed IP as used in the Products as of the Closing Date) do
not infringe upon           the Intellectual Property Rights of any other Person. (x)
Between January 1,           2007 and the Closing Date, neither Sellers nor their
Affiliates have received,           and (y) between January 1, 2003 and January 1, 2007
no Notice Recipient has           directly been sent, or indirectly actually received,
any written notice           specifically alleging that the Products, the processes
performed by the Products           and/or the use of the Products (including, for the
sake of clarity, the Business           Intellectual Property and the Licensed IP as used
in the Products as of the           Closing Date) infringe upon the Intellectual Property
Rights of any other           Person. (x) Between January 1, 2007 and the Closing Date,
neither Sellers nor           their Affiliates have received, and (y) between January 1,
2003 and January 1,           2007 no Notice Recipient has directly been sent, or
indirectly actually           received, from a third party a written offer to grant
Sellers or their           Affiliates a license on the basis that the Products
(including, for the sake of           clarity, the Business Intellectual Property and the
Licensed IP as used in the           Products as of the Closing Date) infringe any
Intellectual Property Rights of           such third party.  







31









		    (c)        Except
as set forth on Schedule 5.8(c), to the Knowledge of Sellers, no           Person
is infringing upon any Business Intellectual Property. Sellers have not           brought
any Action or Proceeding (x) between January 1, 2007 and the Closing           Date, and
(y) to the Knowledge of Sellers, between January 1, 2003 and January           1, 2007,
alleging that any Person is infringing upon any Business Intellectual           Property.  







		    (d)        There
are no Orders to which Sellers or their Affiliates are party that: (i)           restrict
the rights of the Seller Entities to use any of the Business           Intellectual
Property or the Licensed IP (as used in the Products as of the           Closing Date) or
(ii) permit third parties to use the Business Intellectual           Property.  







		    (e)        Except
as set forth on Schedule 5.8(e), Sellers and their Affiliates have           taken
commercially reasonable and customary steps to maintain their proprietary
          rights in the Business Intellectual Property, and to preserve the secrecy and
          confidentiality of all Business Intellectual Property that constitute
          confidential or proprietary information, and/or trade secrets. Without limiting
          the foregoing, (i) Sellers and their Affiliates have a policy requiring all
          employees of Sellers and Affiliates of Sellers with access to confidential or
          proprietary information, and/or trade secrets included in the Business
          Intellectual Property to execute a proprietary information, confidentiality and
          assignment agreement with the applicable Seller or Affiliate of a Seller. No
          representations or warranties with respect to non-infringement or
non-infringing           uses of the Business Intellectual Property are made in this Section
          5.8(e); the only representations and warranties of Sellers made with
respect           to non-infringement and non-infringing uses are set forth in Sections
          5.8(b) and (c), respectively.  







		    (f)        Except
as set forth on Schedule 5.8(f): (i) As of the Closing Date, good           and
valid title to the Business Intellectual Property is held solely and
          exclusively by the Seller Entities, free and clear of any Liens (other than
          Permitted Liens and licenses granted prior to the date hereof with respect to
          the Business Intellectual Property). (ii) The Seller Entities are the sole
          owners of the Licensed IP or otherwise have the rights necessary to grant the
          licenses granted in the IP License Agreement and the Trademark License
          Agreement. No representations or warranties with respect to
          non-infringement of the Business Intellectual Property are made in this Section
5.8(f); the only representations and warranties of Sellers made           with
respect to non-infringement are set forth in Section 5.8(b).  







		    (g)        No
software included in the Business Intellectual Property contains: (i) to
          the Knowledge of Sellers, any virus, trojan horse, worm, or other software
          routines or hardware components designed to permit unauthorized access or to
          disable, erase, or otherwise harm any computer, system or software; (ii) to
          the Knowledge of Sellers, except as set forth on Schedule 5.8(g)(ii),
any           back door, time bomb, drop dead device, or other software routine designed
to           disable a computer program automatically with the passage of time or under
the           positive control of a person other than an authorized licensee or owner of
a           copy of the program or the right and title in and to the software; or
          (iii) except as set forth on Schedule 5.8(g)(iii), any “open
          source” code, shareware, or other software that is made generally
available           to the public without requiring payment of fees or royalties or that
does or may           require disclosure or licensing of any software owned or used by
Buyer.  







32









		    (h)        Except
as set forth on Schedule 5.8(h), Sellers and their Affiliates have           taken
all reasonable actions before, and paid all necessary fees in, the United
          States Patent and Trademark Office to maintain all patents, trademarks, and
          applications therefor in the Business Intellectual Property.  







		    (i)        Schedule
5.8(i) sets forth a true and complete list of all (i) third           party software,
including Restricted Software, (ii) third party software           development tools, and
(iii) licenses of Intellectual Property Rights from third           parties, other than
pursuant to cross-licenses, in each case that are currently           licensed to Sellers
or their Affiliates pursuant to a written contract and that           are currently used
in the Products or in connection with the Business.  







		    (j)        As
of the Closing Date, between (x) the Business Intellectual Property being
          assigned to Buyer hereunder and (y) the licenses granted to Buyer pursuant to
          the IP License Agreement and the other Transaction Documents, except for items
          (if any) specified hereunder or in the IP License Agreement as not being
          licensed to Buyer, Sellers and their Affiliates have either assigned hereunder
          or licensed thereunder to Buyer all of the Intellectual Property Assets and
          Intellectual Property Rights owned by Sellers and their Affiliates that are
used           in the Products or in the conduct of the Business as of the Closing Date.  







		    (k)        To
the Knowledge of Sellers, neither Sellers nor any Affiliate of Sellers have
          assigned any Prior IP to any third party.  







		    (l)        The
EMEA Sellers hold no right, title or interest in any Business Intellectual
          Property or Prior IP other than the right to exploit such Business Intellectual
          Property and/or Prior IP pursuant to an intercompany agreement among the Seller
          Entities and their Affiliates, assuming, for purposes of this Section
          5.8(l), that the term “Sellers” contained in Sections
          2.1(d) and 2.1(e) were deemed not to exclude the EMEA Sellers from
          such term.  







    5.9        Litigation.
Except as set forth on Schedule 5.9: (a) no material Action or Proceeding is or
has been pending or, to the Knowledge of Sellers, threatened in writing, during the five
(5) years immediately preceding the date of this Agreement that directly affects any of
the Acquired Assets, the Assumed Liabilities, the Business or the Products; (b) there is
no material Order or settlement to which Sellers or their Affiliates are subject that
directly affects or restricts the ownership or use of the Acquired Assets, the Assumed
Liabilities, the Business or the Products; and (c) no Action or Proceeding is pending
against the Seller Entities, or to the Knowledge of Sellers, threatened against the
Seller Entities in writing, that questions the validity of this Agreement or the other
Transaction Documents or any action taken or to be taken by the Seller Entities in
connection with this Agreement or any other Transaction Documents.  



33









    5.10        Compliance
with Laws; Governmental Authorizations. Except as set forth on Schedule 5.10,
Sellers and their Affiliates are in compliance in all material respects with all Laws,
Orders and settlements applicable to the conduct of the Business and the operation
thereof, including compliance in all material respects with the Foreign Corrupt Practices
Act of 1977, as amended. Sellers and their Affiliates possess all Governmental
Authorizations necessary for the lawful conduct of the Business as presently conducted.
To the Knowledge of Sellers, Schedule 5.10 sets forth a complete and accurate list
of all Governmental Authorizations that are currently held by Sellers or their Affiliates
and that directly relate to the Products themselves and not to any other aspect of the
Business, and all such Governmental Authorizations are valid and in full force and
effect. Sellers and their Affiliates are in compliance in all material respects with such
Governmental Authorizations.  



    5.11        Nortel
Employee Plans. Schedule 5.11 contains a complete and accurate list of all
Nortel Employee Plans. Sellers have provided Buyer with a copy of each Nortel Employee
Plan and an accurate, written, side-by-side summary of each Nortel Employee Plan. Subject
to the Bankruptcy Proceedings, the Nortel Employee Plans are administered in all material
respects in accordance with their terms and applicable Laws and Orders and Sellers and
their Affiliates are in compliance with their obligations in all material respects with
respect to each Nortel Employee Plan. Sellers and their Affiliates maintain and perform
under the Nortel Employee Plans in material compliance with all applicable Laws and
Orders. No Nortel Employee Plan is a multiemployer plan within the meaning of Section
3(37) of the Employee Retirement Income Security Act of 1974, as amended, and neither
Sellers nor any of their Affiliates have incurred any unpaid withdrawal liability and no
facts exist that would likely give rise to the assessment of any withdrawal liability.  



    5.12        Employee
Matters.  



		    (a)        Concurrent
with the execution of this Agreement, Sellers are delivering to Buyer           a chart
(hereinafter referred to as Schedule 5.12(a), but which is not           included
in the Disclosure Schedules), which sets forth the following data           elements, as
of the date of this Agreement, with respect to each Business           Employee: (i)
name, (ii) home address including municipality, state/province and           country,
(iii) work location, (iv) continuous service date, (v) job title, (vi)           JCI (Job
Complexity Indicator), (vii) annual base salary (in local currency),           (viii)
target incentive compensation, (ix) any other compensation or allowances,
          including pay premium, ex-patriate provisions, reimbursement and relocation,
(x)           current vacation entitlement in days, (xi) teleworker status, (xii) whether
such           Business Employee is on a leave of absence approved by Seller or its
Affiliates           under a Nortel Employee Plan or as required by Law, along with the
type of leave           and expected date of return to work, if known, (xiii) India
Employee Gratuity           Accrual, in the case of India Employees, (xiv) such Business
Employee’s           accrued and unused vacation days, and (xv) whether a background
investigation           has been performed with respect to such Business Employee.
Sellers shall deliver           an updated copy of Schedule 5.12(a) to Buyer
immediately prior to the           Closing, which updated table shall be accurate and
complete as of the Closing           Date.  







34









		    (b)        Except
as set forth in Schedule 5.12(b), Sellers and their Affiliates are           in
compliance in all material respects with all applicable Laws and Orders
          (including any legal obligation to engage in affirmative action) relating to
          employment practices, terms and conditions of employment, and the employment,
of           the Business Employees, including all such Laws and Orders relating to
wages,           hours, withholding, collective bargaining, employment discrimination,
          immigration, disability, civil rights, fair labor standards, occupational
safety           and health, workers’ compensation, pay equity and wrongful
discharge.           Sellers and their Affiliates have timely prepared and filed all
appropriate           reports and other filings required by any relevant Governmental or
Regulatory           Authority with respect to the Business Employees. None of Sellers or
their           Affiliates is engaged in any unfair labor practice with respect to any
Business           Employees.  







		    (c)        Except
as set forth in Schedule 5.12(c), (i) neither Sellers nor any of           their
Affiliates are party to or bound by any work rules and/or collective           bargaining
agreement that applies to the terms and conditions of employment of           any
Business Employee or has any obligation to negotiate any such collective
          bargaining agreement; (ii) there are no trade unions or labor organizations
          asserting employment rights that would affect any Business Employee and there
is           no representation claim or petition regarding Business Employees pending
before           the United States National Labor Relations Board or any similar foreign,
state           or local labor agency of which Sellers or their Affiliates have been
notified in           writing and, to the Knowledge of Sellers, no question concerning
representation           has been raised or threatened in writing respecting Business
Employees; (iii)           there is no indication that the Business Employees desire to
be covered by a           collective bargaining agreement; and (iv) to the Knowledge of
Sellers, no trade           union or labor organization is planning or attempting to
organize any of the           Business Employees. No strike, slowdown or work stoppage
has occurred or, to the           Knowledge of Sellers, been threatened with respect to
Business Employees, nor           has any such strike, slowdown or work stoppage occurred
or been threatened           within three (3) years prior to the date hereof.  







		    (d)        Except
as set forth in Schedule 5.12(d), no notice has been received by           Sellers
or their Affiliates of any complaint claiming that any of Sellers or           their
Affiliates has violated any applicable employment standards, human rights           or
other labor legislation or any complaints or proceedings of any kind           involving
Business Employees or, to the Knowledge of Sellers, threatened to be           filed
against the Acquired Assets, the Assumed Liabilities or the Business           before any
federal, state, local or foreign Governmental or Regulatory Body or           labor
relations board, including the National Labor Relations Board and the           Equal
Employment Opportunity Commission. No notice has been received by Sellers           or
their Affiliates of the intent of any federal, state, local or foreign
          Governmental or Regulatory Body responsible for the enforcement of labor or
          employment Laws to conduct an investigation of Sellers or their Affiliates,
and,           to the Knowledge of Sellers, no such investigation is in progress, in each
case,           with respect to the Business Employees.  







		    (e)        Except
as set forth in Schedule 5.12(e), (i) there are no outstanding
          assessments, penalties, fines, levies, charges, surcharges or other amounts due
          or owing by Sellers or their Affiliates pursuant to any applicable worker’s
          compensation Laws or Orders in respect of the Business Employees; and (ii) to
          the Knowledge of Sellers, there is no audit currently being performed by a
          Governmental or Regulatory Body pursuant to any applicable workers’          compensation
Law with respect to the Business Employees.  







    5.13        Absence
of Certain Changes. Except as set forth in Schedule 5.13, since November 31,
2008, (a) the Seller Entities have operated the Business in the ordinary course of
business consistent with past practice, (b) neither Sellers nor their Affiliates have
taken, or agreed to take, any of the actions set forth in Section 7.3, and (c)
there has been no material damage to or loss or theft of any of the Acquired Assets
(whether or not covered by insurance).  



35









    5.14        Customers
and Suppliers. Schedule 5.14 sets forth a complete and accurate list of (a)
all Persons that are direct customers of Sellers or their Affiliates that represent five
percent (5%) or more of the aggregate revenues of the Seller Entities taken as a whole
for sales of Products for the fiscal years ended December 31, 2007 and December 31, 2008
and (b) all Persons that are suppliers of Sellers or their Affiliates that represent five
percent (5%) or more of the aggregate revenues of the Seller Entities taken as a whole
for sales of Products for the fiscal years ended December 31, 2007 and December 31, 2008.
Except as set forth in Schedule 5.14, no Seller Entity or any of their Affiliates
has received any written notice within the past twelve (12) months that any of the
customers or suppliers set forth on Schedule 5.14 intends to materially reduce the
level of Products it purchases from the Business subsequent to Closing or materially
reduce the level of supplies it provides to the Business subsequent to Closing, as
applicable.  



    5.15        Valid
Transfers. The transfer of Acquired Assets and the license of the Licensed IP by the
Seller Entities to the Buyer Entities pursuant to the Transaction Documents has been and
will be made at arms length and in good faith and without intent to hinder, delay or
defraud creditors of Sellers or their Affiliates, and Sellers acknowledge that they and
the other Seller Entities have received fair consideration and reasonably equivalent
value for the purchases by the Buyer Entities of the Acquired Assets, the licenses of the
Licensed IP to the Buyer Entities and the assumption by the Buyer Entities of the Assumed
Liabilities hereunder and under the other Transaction Documents.  



    5.16        Real
Property. No real property, whether owned or leased by Sellers or their Affiliates,
is included in the Acquired Assets or the Assumed Liabilities.  



    5.17        Brokers.
Neither Sellers nor any of their Affiliates has agreed or become obligated to pay, or has
taken any action that might result in any Person claiming to be entitled to receive, any
brokerage commission, finder’s fee or similar commission or fee in connection with
any of the Transactions.  



    5.18        No
Other Representations or Warranties. It is the explicit intent of the parties, and
the parties hereby agree, that none of Sellers or any of their Affiliates or
representatives has made or is making any representation or warranty whatsoever, express
or implied, written or oral, including any representation as to the physical condition or
value of any of the Acquired Assets or the future profitability or future earnings of the
Business, except those representations and warranties expressly contained in this
Agreement and the other Transaction Documents. Except as set forth in Section 5.8(k),
none of Sellers or any of their Affiliates or representatives has made or is making any
representation or warranty whatsoever with respect to the Prior IP, and all such Prior IP
is being assigned and transferred to Buyer on an “AS IS, WHERE IS” basis.  



36









ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF BUYER  



        Buyer
represents and warrants to Sellers that the statements contained in this Article VI
are true and correct as of the date hereof. 



    6.1        Organization,
Power. Each Buyer Entity is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization. Each Buyer Entity has all requisite
corporate power and authority to conduct its business as it has been and is currently
being conducted. Each Buyer Entity has all requisite corporate power and authority to
execute and deliver this Agreement and to enter into the Transaction Documents to which
it is or will be a party and to consummate the Transactions.  



    6.2        Due
Authorization. The execution and delivery by the Buyer Entities of the Transaction
Documents and the performance by the Buyer Entities of their obligations thereunder have
been duly and validly authorized by all necessary corporate action, and no other
corporate or other action on the part of any Buyer Entity is necessary to authorize the
execution and delivery of this Agreement and the other Transaction Documents to which any
Buyer Entity is or is proposed to be a party or the consummation of the Transactions.
This Agreement has been, and each of the other Transaction Documents, when executed, will
be, duly executed and delivered by the applicable Buyer Entity, and this Agreement
constitutes, and each of the other Transaction Documents when so executed shall
constitute, the legal, valid and binding obligations of each of the Buyer Entities,
enforceable against each of the Buyer Entities in accordance with their respective terms,
except as such enforcement may be limited by Enforceability Exceptions. Buyer has all
necessary right and power to agree, on behalf of the other Buyer Entities, to the
purchase of the Acquired Assets to be purchased by such Buyer Entities and to the
assumption of the Assumed Liabilities to which such Buyer Entities will assume.  



    6.3        No
Conflict; Third-Party Consents. The execution and delivery of this Agreement do not,
and of the other Transaction Documents do not or will not, and the consummation of the
Transactions will not, (i) violate or conflict with the provisions of the Organizational
Documents of any of the Buyer Entities, (ii) result in the imposition of any Lien upon
any of the properties or assets of any of the Buyer Entities, cause the acceleration or
material modification of any obligation under, create in any party the right to
terminate, constitute a default or breach of, or violate or conflict with the terms,
conditions or provisions of any Contract to which any Buyer Entity is a party or by which
its assets are bound or (iii) result in a breach or violation by any Buyer Entity of any
of the terms, conditions or provisions of any Law, Order or Governmental Authorization.  



    6.4        Consents
and Approvals. No consent, waiver, approval, authorization, order or permit of, or
declaration, filing or registration with, or notification to, any Governmental or
Regulatory Body or other Person is required to be made or obtained by any Buyer Entity in
connection with its execution and delivery of this Agreement or any other Transaction
Document to which it is or will be a party, the performance by any Buyer Entity of its
obligations hereunder or thereunder, or the consummation by any Buyer Entity of the
Transactions.  



37









    6.5        Litigation.
No Action or Proceeding is or has been pending or, to the knowledge of Buyer, threatened
in writing, against Buyer that, if adversely determined, would reasonably be expected to
adversely affect or restrict the ability of Buyer to consummate the Transactions. There
is no Order to which Buyer is subject that would reasonably be expected to adversely
affect or restrict the ability of Buyer to consummate the Transactions.  



    6.6        Sufficient
Funds. Buyer possesses sufficient funds to consummate the Transactions and affirms
that it is not a condition to Buyer’s obligations to complete the Transactions that
Buyer obtain financing for or related to any of the Transactions.  



    6.7        Brokers.
Except for Oppenheimer & Co., Inc., whose fees and expenses are the sole
responsibility of Buyer, Buyer has not agreed or become obligated to pay, or has taken
any action that might result in any Person claiming to be entitled to receive, any
brokerage commission, finder’s fee or similar commission or fee in connection with
any of the Transactions.  



    6.8        Buyer
Employee Plans. Schedule 6.8 contains a complete and accurate list of all
Buyer Employee Plans in effect as of the date hereof in which Transferring Employees will
participate. The Buyer Employee Plans are administered in all material respects in
accordance with their terms and Buyer and Buyer’s Affiliates are in compliance with
their obligations in all material respects with respect to the Buyer Employee Plans.
Buyer and Buyer’s Affiliates maintain and perform under the Buyer Employee Plans in
material compliance with all applicable Laws.  



    6.9        Labor
Matters. Neither Buyer nor any Buyer Affiliate is a party to or bound by any
collective bargaining agreement that will apply to the terms and conditions of employment
of any Transferring Employee, and there are no trade unions or labor organizations
asserting representational rights that would affect any Transferring Employee.  



    6.10        Adequate
Assurance of Future Performance. Buyer will be able to provide, at or prior to
Closing, adequate assurance of its future performance under each Assumed and Assigned
Contract to the parties thereto (other than the U.S. Debtors), as reasonably necessary to
satisfy the requirements of Section 365(f)(2)(B) of the U.S. Bankruptcy Code. Buyer
acknowledges and agrees that, if it becomes necessary to provide a Contract counterparty
with additional assurances to satisfy Buyer’s obligations under the applicable
Contract, Buyer shall perform all actions and bear all such costs and expenses as may be
reasonably necessary or advisable in connection with their obligations under such
Contract without recourse to any Seller.  



    6.11        Acknowledgement
of Section 5.5(c). Buyer acknowledges and agrees that Sellers representations and
warranties in Section 5.5 are subject to the limitations and qualifications set
forth in Section 5.5(c) and Schedule 5.5(c).  



38









ARTICLE VII.  

PRE-CLOSING COVENANTS  



    7.1        Commercially
Reasonable Efforts. Subject to the terms and conditions herein provided, each party
agrees to use its, and Sellers agree to cause the other Transferring Parties to use
their, respective commercially reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper or advisable under
applicable Laws, to consummate and make effective the Transactions as promptly as
practicable.  From the date hereof through the Closing Date, Sellers will keep Buyer
reasonably informed of the amount of Specified Inventory. Without limitation of Sellers’ obligations
pursuant to Section 7.17 or Section 7.21, this Section 7.1 does not
cover any of the matters set forth in Sections 7.14, 7.15 or 7.16.  



    7.2        Regulatory
and Other Approvals; Notification. Without limitation of Section 7.1, each
party hereby agrees to, and Sellers agree to cause the other Transferring Parties to, use
their commercially reasonable efforts to (x) obtain as promptly as practicable all
Governmental Authorizations, make all filings with and to give all notices to
Governmental or Regulatory Bodies and obtain all consents from third parties required of
such parties or their Affiliates to consummate the Transactions (other than
counterparties to any Business Contracts and those Contracts not assigned to Buyer which
are the subject of the Master Purchase Agreement), (y) provide such other information and
communications to such Governmental or Regulatory Bodies and third parties as such
Governmental or Regulatory Bodies and third parties may reasonably request in connection
therewith, and (z) cooperate with each other as promptly as practicable in connection
with the foregoing. Each party will, and Sellers will cause the other Transferring
Parties to, provide prompt notification to the other parties when any such consent,
approval, action, filing or notice referred to in clause (x) above is obtained, taken,
made or given, as applicable, and will advise the other parties of any communications
from any Governmental or Regulatory Body regarding any of the Transactions. If any party
or Affiliate thereof receives a request for additional information or documentary
material from any such Governmental or Regulatory Body with respect to the Transactions,
then such party will use commercially reasonable efforts to make, or cause to be made, as
soon as reasonably practicable and after consultation with the other party, an
appropriate response in compliance with such request. Between the date hereof and the
Closing Date, NNI shall promptly notify Buyer, and Buyer shall promptly notify NNI, of
any litigation, arbitration or administrative proceeding pending or, to their knowledge,
threatened in writing against Sellers or their Affiliates or Buyer or its Affiliates, as
the case may be, which challenges the consummation of Transactions or the performance by
the parties of their obligations under the Transaction Documents; provided, that
no Seller shall be obligated under Section 7.2 to provide Buyer with notice of any
publicly available filing in any Bankruptcy Proceeding or any document described in the
first sentence of Section 7.16. Without limitation of Sellers’ obligations
pursuant to Section 7.17 or Section 7.21, this Section 7.1 does not
cover any of the matters set forth in Sections 7.14, 7.15 or 7.16.  



    7.3        Conduct
of Business. From the date hereof through the Closing Date, except as may be required
in connection with or as a result of the Bankruptcy Proceedings, Sellers will, and will
cause their Affiliates to, operate the Business only in the ordinary course of business
consistent with past practice. Sellers will, and will cause their Affiliates to, use
commercially reasonable efforts, except as may be required in connection with or as a
result of the Bankruptcy Proceedings, to: (i) preserve and protect the Acquired Assets
and the business organization of the Business; (ii) keep available the services of
Business Employees; (iii) cause all transactions between Sellers and third parties
relating to the Business to take place on arm’s length terms; (iv) comply, in all
material respects, with all Laws and Orders applicable to the Business; and (v) preserve
their current relationships with the customers, suppliers, licensors, licensees,
contractors, vendors, distributors and others having business dealings with respect to
the Business. Without limiting the generality of the foregoing, from the date hereof
through the Closing Date, except as may be required in connection with or as a result of
the Bankruptcy Proceedings, Sellers shall not, and shall not permit their Affiliates to,
without the prior written consent of Buyer (other than with respect to Section 7.3(g),
for which Buyer shall have no right of prior written consent):  



39









		    (a)        sell,
lease, encumber, transfer or dispose of any assets or rights which would           be
included in the Acquired Assets or the Licensed IP, unless in the ordinary
          course of business consistent with past practice;  







		    (b)        purchase
additional Inventory exclusively relating to the Business unless           contractually
obligated to do so or to replenish a specific type of Inventory           exclusively
relating to the Business for which it is necessary to fill orders;  







		    (c)        enter
into, adopt, amend, modify or terminate any employee benefit plan, program           or
arrangement with respect to Business Employees in a manner materially more
          favorable to the Business Employees, increase in any manner the compensation or
          benefits of any Business Employee or pay any benefit not required by any
          existing employee benefit plan, or enter into any Contract to do any of the
          foregoing, except for normal or periodic increases in compensation, or changes
          in employee benefit plans that are in the ordinary course of the Business
          consistent with past practice;  







		    (d)        amend,
modify or terminate any Business Contract, except in the ordinary course           of
business consistent with past practice;  







		    (e)        (i)
sell, assign, transfer, abandon or fail to maintain, (ii) except in the
          ordinary course of business consistent with past practice, license or
          sublicense, or (iii) except in the ordinary course of business consistent with
          past practice, enter into, amend or terminate any Contract with respect to, any
          Business Intellectual Property;  







		    (f)        waive
any material rights relating to any of the Acquired Assets or Assumed
          Liabilities;  







		    (g)        modify
any pricing or discount terms with respect to the Products or services of           the
Business other than in the ordinary course of business consistent with past
          practice; or  







		    (h)        take
any action that would prevent or delay Sellers or their Affiliates from
          licensing the Licensed IP to Buyer or its Affiliates at the Closing.  







    7.4        Examinations
and Investigations. At any time prior to the Closing Date, Buyer shall be entitled,
through its employees and representatives, to enter upon and make such reasonable
investigation of the assets, properties, business and operations of the Transferring
Parties to the extent they relate exclusively to the Business, and such examination of
the books and records, financial condition and operations of the Business as Buyer may
reasonably request. Any such investigation and examination shall be coordinated through a
point of contact designated by NNI and conducted at reasonable times during normal
business hours upon reasonable prior notice to NNI and under reasonable circumstances; provided,that
such investigation shall not unreasonably interfere with the business operations of any
Seller Entity or the sale of the Business pursuant to the U.S. Bidding Procedures Order
(including with respect to any Seller Entity’s provision of access to other
potential bidders in connection with the sale of the Business).  



40









    7.5        Bulk
Sales. The parties hereto hereby waive compliance with the provisions of any
applicable bulk sales laws, including Article 6 of the Uniform Commercial Code as it may
be in effect in any applicable jurisdiction (“Bulk Sales Laws”).  



    7.6        Publicity.
Each party shall be entitled to issue or make a press release regarding the Transactions
in the form previously agreed to by the parties (the “Press Release”) or
any other press release or announcement required by any Law, Order or the rules of a
stock exchange; provided, that the party required to make the release or
announcement (other than the Press Release) shall, to the extent reasonably practicable,
allow the other parties (in the case of a press release or announcement to be made by
Buyer, Buyer shall allow NNI) reasonable time to comment on such release or announcement
in advance of such issuance; provided, further, that each party shall be
permitted to comply with applicable SEC filing requirements and any other securities law
requirements applicable to such party with respect to this Agreement and the other
Transaction Documents without consultation with any other party. The Main Sellers and
Buyer shall cooperate with each other to issue a joint press release regarding the
Transactions following the Closing.  



    7.7        New
Contracts; Disclosure Schedules.  



		    (a)        Between
the date hereof and the Closing Date, any Seller or its Affiliates           shall, in
the ordinary course of business, be entitled to enter into New           Exclusive
Service Contracts, without the need to obtain the consent thereto from           Buyer.
Other than with respect to New Exclusive Service Contracts and Contracts
          described in Section 2.1(c)(iii), Sellers shall not, and shall not
permit           their Affiliates to, without the prior written consent of Buyer, enter
into any           new Contract between the date hereof and Closing that will be assigned
to Buyer           at the Closing. In the event Buyer consents to the entry of any such
new           Contract, Sellers shall prior to the Closing provide an executed copy of
such           Contract to Buyer.  







		    (b)        Sellers
shall be entitled to submit to Buyer, from time to time between the date           hereof
and the Closing Date, written updates to the Schedules referenced in Article V (including
on the Sellers Closing Certificate) disclosing any           events or developments that
occurred or any information learned between the date           of this Agreement and the
Closing Date; provided, that neither such           updated Schedules nor any such
disclosures on the Sellers Closing Certificate           shall operate to in any way
modify or cure any breach of the representations and           warranties made by Sellers
in Article V, including for purposes of           meeting the Closing condition
set forth in Section 8.1(a).  







41









    7.8        Confidentiality.
The parties acknowledge and agree that the Confidentiality Agreement remains in full
force and effect and that information provided by any Seller or its Affiliates to Buyer
or its Affiliates in connection with the Transactions (as well as any information
regarding the existence, status or termination of the Transactions) is subject to the
terms of and shall be treated in accordance with the Confidentiality Agreement. If this
Agreement is terminated prior to the Closing, the Confidentiality Agreement shall remain
in full force and effect in accordance with its terms. If the Closing occurs (a) the
Confidentiality Agreement shall terminate effective as of the Closing and (b) the
confidentiality provisions set forth in Section 9.14 shall apply with respect to
Sellers’ and Buyer’s additional confidentiality obligations following the
Closing. For the sake of clarity, neither this Section 7.8 nor the Confidentiality
Agreement shall be construed to limit or prohibit the issuance of the Press Release or
third party communications in connection with the assignment of the Business Contracts.  



    7.9        Notifications
of the Transactions. As soon as reasonably practicable following the execution of
this Agreement, Sellers shall send a notification to each counterparty to a Business
Contract, pursuant to forms previously agreed with Buyer, notifying such counterparties
of the pendancy of the Transactions and, with respect to any Assumed and Assigned
Contract, requesting the counterparty thereto to notify Sellers of any outstanding Cure
Costs.  



    7.10        New
Exclusive Service Contracts; Multi-Year Exclusive Service Contracts.  



		    (a)        With
respect to New Exclusive Service Contracts, Sellers shall, and shall cause           each
other Seller Entity to, remit to Buyer at the Closing (by wire transfer of
          immediately available funds to an account designated by Buyer at least three
(3)           days in advance of the Closing) all amounts paid to any Seller or Seller
Entity           by the counterparties with respect to any such New Exclusive Service
Contract           less (in the case of a New Exclusive Service Contract that has been in
effect           for at least one week prior to the Closing Date) a proportional amount
of the           moneys paid to any Seller or Seller Entity by the counterparty to such
New           Exclusive Service Contract prior to the Closing Date (based on the
proportion of           the period of the New Exclusive Service Contract that occurs
between the           commencement date thereof and the Closing Date to the entire period
of such New           Exclusive Service Contract). In the case of a New Exclusive Service
Contract           that has been in effect for at least one week prior to the Closing
Date for           which Buyer or any Affiliate of Buyer receives payment therefor
following the           Closing, Buyer shall promptly pay to the applicable Seller or the
applicable           Seller Entity (by wire transfer of immediately available funds to an
account           designated by such Seller or Seller Entity) a proportional amount of
the moneys           paid to Buyer or its Affiliates by the counterparty to such New
Exclusive           Service Contract after the Closing Date (based on the proportion of
the period           of the New Exclusive Service Contract that occurs between the
commencement date           thereof and the Closing Date to the entire period of such New
Exclusive Service           Contract).  







		    (b)        With
respect to Multi-Year Exclusive Service Contracts, Sellers shall, and shall
          cause each other Seller Entity to, remit to Buyer at the Closing (by wire
          transfer of immediately available funds to an account designated by Buyer at
          least three (3) days in advance of the Closing) all amounts paid to any Seller
          or Seller Entity by the counterparties with respect to any such Multi-Year
          Exclusive Service Contract less a proportional amount of the moneys paid to any
          Seller or Seller Entity by the counterparty to such Multi-Year Exclusive
Service           Contract between the date hereof and the Closing Date with respect to
Post           Signing Periods (based on the proportion of the Post Signing Period that
falls           between the date hereof and the Closing Date to the overall Post Signing
          Period). In the case of a Multi-Year Exclusive Service Contract for which
          payment was due for Post Signing Periods for which Buyer or any Affiliate of
          Buyer receives payment therefor following the Closing, Buyer shall promptly pay
          to the applicable Seller or the applicable Seller Entity (by wire transfer of
          immediately available funds to an account designated by such Seller or Seller
          Entity) a proportional amount of such moneys with respect to Post Signing
          Periods (based on the proportion of the Post Signing Period that falls between
          the date hereof and the Closing Date to the overall Post Signing Period).  







42









		    (c)        Three
(3) Business Days prior to the Closing Date, NNI and NNL shall deliver to           Buyer
a certificate listing (x) all New Exclusive Service Contracts and all
          Multi-Year Exclusive Service Contracts entered into prior to such date, (y) the
          amounts received by Sellers and the Seller Entities (if any) from third parties
          in connection with such New Exclusive Service Contracts and Multi-Year
Exclusive           Service Contracts entered into prior to such date, and (z) the
amounts (if any)           which have been retained by Sellers and the Seller Entities in
connection with           such New Exclusive Service Contracts and Multi-Year Exclusive
Service Contracts           pursuant to Sections 7.10(a) and (b). In the
event of any changes           with respect to the matters set forth in such certificate
between the date           thereof and Closing, NNI and NNL shall deliver an update to
such certificate as           promptly as practicable following Closing, and promptly pay
(but in no event           prior to the Closing) to Buyer any additional amounts received
by Sellers or the           Seller Entities between the date of the original certificate
and the Closing           Date or amounts otherwise excluded from the original
certificate but received by           a Seller Entity between the date hereof and the
Closing Date that are payable to           Buyer pursuant to Sections 7.10(a) and/or
7.10(b), subject to Sections 7.10(a) and 7.10(b).  







		    (d)        In
the event that following the Closing any Seller or any other Seller Entity
          receives any payment in respect of a New Exclusive Service Contract or a
          Multi-Year Exclusive Service Contract, Sellers shall, and shall cause each
other           Seller Entity to, promptly pay to Buyer (by wire transfer of immediately
          available funds to an account designated by Buyer) a proportional amount of the
          moneys paid to Sellers or any other Seller Entity by the counterparty to such
          New Exclusive Service Contract or Multi-Year Exclusive Service Contract after
          the Closing Date (based on the proportion of the period of the New Exclusive
          Service Contract or Multi-Year Exclusive Service Contract that occurs between
          the commencement date thereof and the Closing Date to the entire period of such
          New Exclusive Service Contract or a Multi-Year Exclusive Service Contract).  







		    (e)        With
respect to the New Exclusive Service Contracts and/or Multi-Year Exclusive
          Service Contracts that are assigned to Buyer or another Buyer Entity hereunder,
          in the event that the customer under such New Exclusive Service Contracts
and/or           Multi-Year Exclusive Service Contracts fails to make the required
payments due           thereunder within the time period for payment thereunder plus a
period of thirty           (30) days, nothing in this Agreement shall prevent Buyer from
terminating such           Contracts.  







43









    7.11        Israeli
Withholding Tax Exemption Application and Approval. Prior to the date hereof, Buyer
has filed an application with the Israel Tax Authority (the “ITA”)
requesting a complete exemption of the Transactions from all applicable Israeli
withholding Tax Laws (the “Israeli Withholding Tax Exemption Application”),
which Israeli Withholding Tax Exemption Application shall correctly describe the
Transactions in all material respects. Buyer shall use its commercially reasonable
efforts to obtain approval of the Israeli Withholding Tax Exemption Application as
promptly as practicable. Buyer shall promptly notify NNI of all requests for additional
information or documentary material or otherwise from the ITA that Buyer receives with
respect to the Israeli Withholding Tax Exemption Application, and consult with NNI with
respect to any response thereto. Buyer shall promptly notify NNI upon obtaining the
approval of the Israeli Withholding Tax Exemption Application. All Buyer’s expenses
(including legal or tax advisory fees) with respect to the filing and receipt of approval
of the Israeli Withholding Tax Exemption Application shall be borne solely by Buyer. NNI
shall notify Buyer of any adjustment to the allocation of the Purchase Price among the
Seller Entities required by any Bankruptcy Court, or other Governmental or Regulatory
Body of competent jurisdiction, and Buyer shall promptly update the Israeli Withholding
Tax Exemption Application so that such application correctly describes the Transactions,
as so modified, in all material respects.  



    7.12        Subcontractors.
Between the date hereof and the Closing Date, NNI shall, or shall cause Nortel India to,
retain at its sole cost and expense, twenty (20) CSWL subcontractors (the “Retained
Subcontractors”) through NNI’s or Nortel India’s agreement with CSWL.
On the Closing Date, NNI or Nortel India, as applicable, shall terminate the engagement
of the Retained Subcontractors and permit Buyer or its Affiliates to engage the services
of the Retained Subcontractors directly with CSWL following the Closing. The individuals
who are Retained Subcontractors shall be separately agreed between the parties.  



    7.13        Nonassignable
Contracts. In the event any Business Contract cannot be assigned (whether pursuant to
Section 365 of the U.S. Bankruptcy Code or, if inapplicable, then pursuant to other
applicable Laws or the terms of such Contract), then as of the Closing, this Agreement,
to the extent permitted by Law and the terms of such Business Contract, shall constitute
a full and equitable assignment by the applicable Transferring Party to Buyer of all of
the applicable Transferring Party’s right, title and interest in and to, and all of
the applicable Transferring Party’s Liabilities under, such Business Contract, and
Buyer shall be deemed the applicable Transferring Party’s agent for purpose of
completing, fulfilling and discharging all of the applicable Transferring Party’s
Liabilities thereunder. The parties shall take all necessary steps and actions to provide
Buyer with the benefits of such Business Contract, and to relieve the applicable
Transferring Party of the performance and other obligations thereunder (to the extent
that such would have constituted “Assumed Liabilities” had such Business
Contract been assigned to Buyer hereunder), including entry into subcontracts for the
performance thereof. For the purposes of this Agreement (including the previous sentence
and all representations and warranties of Sellers contained herein), the relevant Seller
Entity shall be deemed to have obtained all required consents in respect of the
assignment of any Business Contract if, and to the extent that, pursuant to the U.S. Sale
Order, such Seller Entity is authorized to assume and assign to Buyer such Business
Contract pursuant to Section 365 of the U.S. Bankruptcy Code and any applicable Cure Cost
has been satisfied as provided in Section 2.7.  



44









    7.14        U.S.
Bankruptcy Actions. On the timetables set forth below, Sellers shall cause the U.S.
Debtors to (a) file with the U.S. Bankruptcy Court one or more motions and proposed
orders covering the U.S. Debtors, each in form and substance reasonably satisfactory to
Buyer, as set forth below, (b) cause the U.S. Debtors to notify, as required by the U.S.
Bankruptcy Code and the U.S. Bankruptcy Rules, all parties entitled to notice of such
motions and orders (including all relevant Taxing Authorities), as modified by orders in
respect of notice which may be issued at any time and from time to time by the U.S.
Bankruptcy Court, and such additional parties as Buyer may request, and (c) subject to
the provisions of this Agreement, use commercially reasonable efforts to obtain U.S.
Bankruptcy Court approval of such orders without any stay, modification, reversal or
amendment adverse or unacceptable to Buyer.  



    7.15        U.S.
Bidding Procedures Order. As promptly as possible, but in no event later than
February 20, 2009, Sellers shall cause the U.S. Debtors to file with the U.S. Bankruptcy
Court a motion (the “U.S. Bidding Procedures Motion”) and a proposed
order (the “U.S. Bidding Procedures Order”) with related U.S. bidding
procedures in the form of Annex 1 seeking approval of a process for the sale of
the Business, as set forth below. Sellers shall cause the U.S. Debtors to use
commercially reasonable efforts to cause the U.S. Bankruptcy Court to (a) schedule a
hearing to consider the U.S. Bidding Procedures Motion as soon as possible and (b) enter
the U.S. Bidding Procedures Order by February 27, 2009.  



    7.16        U.S.
Sale Order.  



		    (a)        As
promptly as possible, but in no event later than February 20, 2009, Sellers
          shall cause the U.S. Debtors to file with the U.S. Bankruptcy Court one or more
          motions (collectively, the “U.S. Sale Motion”) and proposed
          orders (collectively, the “U.S. Sale Order”) seeking the
          approval of the U.S. Bankruptcy Court pursuant to Sections 105, 363, 365 and
(to           the extent applicable) 1146 of the U.S. Bankruptcy Code of the transfers of
the           Acquired Assets to Buyer and the assumption by the U.S. Debtors and
assignment           to Buyer of the Assumed and Assigned Contracts, as specified below.  







		    (b)        The
U.S. Sale Order shall contain the following provisions (it being understood
          that certain of such provisions must constitute findings of fact or conclusions
          of Law to be made by the U.S. Bankruptcy Court as part of the U.S. Sale Order):  







		    (i)        the
transfers of the Acquired Assets and the assignment of the Assumed and
               Assigned Contracts by the U.S. Debtors to Buyer in accordance with this
               Agreement (A) are or will be legal, valid and effective transfers of such
               Acquired Assets and assignment of such Assumed and Assigned Contracts, as
the                case may be, (B) vest or will vest Buyer with all right, title and
interest of                the U.S. Debtors in and to the Acquired Assets pursuant to
section 363(f) of the                U.S. Bankruptcy Code free and clear of any and all
Liens (other than Permitted                Liens and Liens created by Buyer) and Claims
whatsoever, whether known or                unknown, fixed, liquidated, contingent or
otherwise, including any Claims held                by any of the U.S. Debtors’ or
their Affiliates’ creditors, vendors,                suppliers, employees or
lessors, and any other Person (collectively, the                “Claimants”),
and that none of Buyer or its Affiliates shall be                liable in any way (as
assignee, successor entity or otherwise) for any Claims                that any of the
Claimants or any other third party may have against the U.S.                Debtors,
their Affiliates or the Business, or under any such Assumed and                Assigned
Contract, other than Claims on the account of Assumed Liabilities, and                (C)
constitute transfers for reasonably equivalent value and fair consideration
               under the U.S. Bankruptcy Code, the Laws of the States of New York and
Delaware                and all other applicable State Laws, including those relating to
fraudulent                conveyance and fraudulent transfers;  







45









		    (ii)        all
amounts to be paid by the U.S. Debtors to Buyer or to be borne by any U.S.
               Debtors pursuant to this Agreement and each of the other Transaction
Documents                shall constitute administrative expenses under Sections 503(b)
and 507(a)(1) of                the U.S. Bankruptcy Code, and shall be immediately
payable if and when any U.S.                Debtors’ obligation to pay or bear such
amount may arise under this                Agreement without any further order of the
U.S. Bankruptcy Court;  







		    (iii)        the
U.S. Bankruptcy Court retains exclusive jurisdiction to interpret, construe
               and enforce the provisions of, and to resolve any and all disputes that
may                arise under or in connection with the assumption and/or assignment of
any                Business Contracts under this Agreement and the U.S. Sale Order, in
all                respects, and further to hear and determine any and all disputes among
Sellers,                Sellers’ Affiliates, Buyer or its Affiliates, as the case
may be, and any                non-Sellers party thereto that may arise under or in
connection with (A) the                assumption and/or assignment of any Assumed and
Assigned Contract or (B) the                Assumed Liabilities or Excluded Liabilities;  







		    (iv)        the
provisions of the U.S. Sale Order are nonseverable and mutually dependent;  







		    (v)        the
Transactions and the U.S. Sale Order are undertaken by Sellers and Buyer at
               arm’s length, without collusion and in good faith within the meaning
of                Section 363(m) of the U.S. Bankruptcy Code, and such parties are
entitled to the                protections of Section 363(m) of the U.S. Bankruptcy Code;  







		    (vi)        a
determination that approval of this Agreement and the U.S. Sale Order, and
               consummation of the Transactions, are in the best interests of the U.S.
Debtors,                their creditors and estates;  







		    (vii)        a
determination that the terms and conditions of this Agreement and the
               Transactions, including the transfer of the relevant Acquired Assets free
and                clear of any and all Liens (other than Permitted Liens) and Claims,
are fair and                reasonable;  







		    (viii)        the
U.S. Debtors may assign and transfer to Buyer all of the U.S. Debtors’               right,
title and interest (including common law rights) to all of their
               intangible property included in the Acquired Assets they each own,
including the                Assumed and Assigned Contracts to which they are a party,
subject to their                obtaining deemed consents to the extent required by
applicable Law;  







		    (ix)        provides
that any stay of orders authorizing the use, sale or lease of property,                or
the assignment of an executory Contract or unexpired lease as provided for in
               Bankruptcy Rules 6004(g) or 6006(d) shall not apply to the U.S. Sale Order
and                that the U.S. Sale Order is immediately effective and enforceable;  







46









		    (x)        provides
that neither Buyer nor its Affiliates shall assume Liabilities of any                U.S.
Debtors or their Affiliates other than the Assumed Liabilities; and  







		    (xi)        approves
the U.S. Debtors’ assumption and assignment to Buyer of the                Assumed
and Assigned Contracts pursuant to Sections 363 and 365 of the U.S.
               Bankruptcy Code.  







    7.17        Consultation;
Notification. Buyer and the U.S. Debtors shall cooperate with filing and prosecuting
the U.S. Bidding Procedures Motion and the U.S. Sale Motion, and obtaining entry of the
U.S. Bidding Procedures Order and the U.S. Sale Order, and the U.S. Debtors shall deliver
to Buyer prior to filing, and as early in advance as is practicable to permit adequate
and reasonable time for Buyer and its counsel to review and comment, copies of all
proposed pleadings, motions, objections, responses to objections, notices, statements
schedules, applications, reports and other material papers to be filed by the U.S.
Debtors in connection with such motions, relief requested therein and any challenges
thereto. If the U.S. Sale Order or any other order of the U.S. Bankruptcy Court relating
to this Agreement shall be appealed by any Person (or a petition for certiorari or motion
for rehearing, reargument or stay shall be filed with respect thereto), the U.S. Debtors
agree to take all commercially reasonable steps, and use commercially reasonable efforts,
to defend against such appeal, petition or motion, and Buyer agrees to reasonably
cooperate in such efforts. Each of the parties hereby agrees to use commercially
reasonable efforts to obtain an expedited resolution of such appeal; provided, however,
that nothing herein shall preclude the parties from consummating the transactions
contemplated hereby if the U.S. Sale Order shall have been entered and have not been
stayed and Buyer, in its reasonable judgment, has waived in writing the requirement that
such U.S. Sale Order be a Final Order, in which event Buyer shall be able to assert the
benefits of Section 363(m) of the U.S. Bankruptcy Code and, as a consequence of which,
such appeal shall become moot.  



    7.18        Canadian
Bankruptcy Actions. On the timetables set forth below, Sellers shall cause the
Canadian Debtors to (a) file with the Canadian Court one or more motions and proposed
orders covering the Canadian Debtors, as set forth below, (b) cause the Canadian Debtors
to notify, as required by the CCAA and any orders of the Canadian Court made in the
Bankruptcy Proceedings, all parties entitled to notice of such motions and orders, as
modified by orders in respect of notice which may be issued at any time and from time to
time by the Canadian Court, and (c) subject to the provisions of this Agreement, use
commercially reasonable efforts to obtain Canadian Court approval of such orders without
any stay, modification, reversal or amendment.  



    7.19        Sale
Process Order. As promptly as possible, but in no event later than the date on which
the U.S. Bidding Procedures Order is granted, Sellers shall cause the Canadian Debtors to
file with the Canadian Court a motion (the “Sale Process Order Motion”)
and a proposed order (the “Sale Process Order”) seeking approval of a
process for the sale of the Business.  



    7.20        Approval
and Vesting Order. As promptly as possible, but in no event later than the date on
which the U.S. Sale Motion is granted, Sellers shall cause the Canadian Debtors to file
with the Canadian Court one or more motions (the “Approval and Vesting Order
Motion”) seeking an order (the “Approval and Vesting Order”) of
the Canadian Court approving this Agreement and the transactions contemplated herein,
such order to include the following:  



47









		    (a)        the
Transactions are approved, and that this Agreement is commercially           reasonable
and in the best interests of the Canadian Debtors and their           stakeholders (it
being recognized that such a determination is a finding of fact           or conclusions
of Law to be made by the Canadian Court as part of the Approval           and Vesting
Order);  







		    (b)        the
execution of the Agreement by NNL on behalf of all the Canadian Debtors is
          authorized and approved, and the Canadian Debtors are authorized and directed
to           take such additional steps and execute such additional documents as may be
          necessary or desirable for the completion of the transactions contemplated in
          this Agreement and for the conveyance of the Canadian Debtors’ right,
title           and interest in the Acquired Assets to the Buyer;  







		    (c)        all
of the Canadian Debtors’ right, title and interest in and to the           Acquired
Assets shall vest absolutely in the Buyer, free and clear of and from           any and
all Liens (other than Permitted Liens); and  







		    (d)        the
sale of the Acquired Assets is exempt from the application of the Bulk Sales
          Act (Ontario).  







    7.21        Consultation;
Notification. Buyer and the Canadian Debtors shall cooperate with filing and
prosecuting the Sale Process Order Motion and the Approval and Vesting Order Motion, and
obtaining entry of the Sale Process Order and the Approval and Vesting Order Motion, and
the Canadian Debtors shall deliver to Buyer prior to filing, and as early in advance as
is practicable to permit adequate and reasonable time for Buyer and its counsel to review
and comment, copies of all proposed pleadings, motions, objections, responses to
objections, notices, statements schedules, applications, reports and other material
papers to be filed by the Canadian Debtors in connection with such motions, relief
requested therein and any challenges thereto. If the Approval and Vesting Order or any
other order of the Canadian Court relating to this Agreement shall be appealed by any
Person (or a petition for certiorari or motion for rehearing, reargument or stay shall be
filed with respect thereto), the Canadian Debtors agree to take all commercially
reasonable steps, and use commercially reasonable efforts, to defend against such appeal,
petition or motion, and Buyer agrees to reasonably cooperate in such efforts. Each of the
parties hereby agrees to use commercially reasonable efforts to obtain an expedited
resolution of such appeal; provided, however, that nothing herein shall
preclude the parties from consummating the transactions contemplated hereby if the
Approval and Vesting Order shall have been entered and have not been stayed.  



    7.22        Conflict
Between this Agreement and the Biddng Procedures Order. Notwithstanding anything to
the contrary in this Agreement, (a) in the event of any inconsistency with or conflict
between this Agreement and the U.S. Bidding Procedures Order, the U.S. Bidding Procedures
Order shall control and (b) in no event shall any Seller’s (or its Affiliate’s)
compliance with the U.S. Bidding Procedures Order constitute a breach of this Agreement.  



48









    7.23        Notice
of Cure Costs. The Main Sellers shall promptly notify Buyer in writing if the Main
Sellers reasonably believe that the aggregate Cure Costs are likely to exceed $1,000,000
and offer the Buyer the opportunity to pay all such Cure Costs in excess of $1,000,000.
Buyer shall have a period of five (5) Business Days to inform Seller whether it is
willing to pay such Cure Costs in excess of $1,000,000 in the aggregate, and provide
reasonable assurance thereof.  



ARTICLE VIII.  

CONDITIONS PRECEDENT TO CLOSING  



    8.1        Conditions
Precedent to the Obligations of Buyer. The obligations of Buyer to effect the
Transactions, purchase and pay for the Acquired Assets and EMEA Acquired Assets, and
assume the Assumed Liabilities and EMEA Assumed Liabilities are subject to the
fulfillment on or prior to the Closing of the following conditions, any one or more of
which may be waived by Buyer:  



		    (a)        Representations.
The representations and warranties of Sellers set forth           in Article V shall
be true and correct as of the date of this           Agreement and as of the Closing Date
as if made as of the Closing Date, except           (i) for those representations
and warranties that address matters only as           of a date prior to the execution of
this Agreement (which shall be true and           correct as of such date, subject to
clause (ii) below), and (ii) where the           failure of the representations and
warranties to be true and correct would not           reasonably be expected to result,
in the aggregate, in a Business Material           Adverse Effect (it being agreed that
any materiality or Business Material           Adverse Effect qualification in a
representation and warranty shall be           disregarded in determining whether any
such failure would reasonably be expected           to result in a Business Material
Adverse Effect for purposes of this clause           (ii)).  







		    (b)        Covenants.
Sellers shall have performed or complied in all material           respects with all
obligations and covenants required by this Agreement and the           other Transaction
Documents to be performed or complied with by Sellers at or           prior to the
Closing, except in each case to the extent that any such           non-compliance arises
out of a request made by Buyer in writing which expressly           waives compliance
with a particular covenant.  







		    (c)        Law.
No Law, temporary restraining order, preliminary or permanent           injunction, cease
and desist order or other Order issued by any Governmental or           Regulatory Body
prohibiting or preventing the purchase and sale contemplated by           this Agreement
or the consummation of the Transactions to be effected at the           Closing shall be
in effect.  







		    (d)        Consents
and Approvals. All notices, consents and approvals of           Governmental or
Regulatory Bodies set forth on Schedule 8.1(d) shall have           been made or
obtained, as applicable.  







		    (e)        Closing
Certificate. The Main Sellers shall have delivered to Buyer a           certificate,
dated the Closing Date, and signed by an authorized officer of each           Main
Seller, in substantially the form attached hereto as Exhibit M (the
          “Sellers Closing Certificate”), with respect to the
          satisfaction of the conditions specified in Section 8.1(a) and Section
          8.1(b) and containing and certifying as to the information set forth in Section
3.1(b) and 7.10(c).  







49









		    (f)        Seller
Closing Deliveries. Buyer shall have received:  







		    (i)        Bills
of Sale (in the applicable form) executed by the applicable Seller
               Entities covering (i) Business Tangible Property, EMEA Tangible Property,
               Business Inventory and EMEA Inventory with an aggregate value equal to or
               exceeding ninety-five percent (95%) of the aggregate value, in U.S.
Dollars, of                the Tangible Business Property, EMEA Tangible Property,
Business Inventory and                EMEA Inventory set forth on the certificate
delivered by the Main Sellers                pursuant to Section 3.1(b) (excluding
from such calculation, for the sake                of clarity, all EMEA Inventory and
EMEA Tangible Property excluded from the sale                and purchase hereunder
pursuant to the provisions of Section 2(b) of Exhibit                P) and (ii)
all Business Intellectual Property, Prior IP, EMEA Business                Intellectual
Property and EMEA Prior IP;  







		    (ii)        Assignment
and Assumption Agreements (in the applicable form) executed by the
               applicable Seller Entities with respect to the United States, Canada and
the                United Kingdom; and  







		    (iii)        counterpart
signature pages executed by the applicable Seller Entities to the IP
               License Agreement, the Master Purchase Agreement, the Transition Services
               Agreement, the Trademark License Agreement, the Patent Assignment
Agreement, the                Contract Manufacturer Inventory Agreement, the Trademark
Assignment Agreement                and the Interim Product Purchase Agreement.  







		    (g)        Delivery
of Certain Items. NNI shall have delivered to Buyer, in form           reasonably
acceptable to Buyer, the databases set forth on Schedule           8.1(g).  







		    (h)        Bankruptcy
Orders. Each of the U.S. Bidding Procedures Order, the U.S.           Sale Order, the
Sale Process Order and the Approval and Vesting Order shall (i)           have been
entered and (ii) have become Final Orders.  







		    (i)        Export
Licenses. To the extent that any Governmental Authorizations are           necessary
to assign the Business Intellectual Property to Buyer and/or its           Affiliates,
Sellers shall have received all such necessary Governmental           Authorizations.  







    8.2        Conditions
Precedent to the Obligations of Sellers. The obligations of Sellers to effect the
Transactions and sell and deliver the Acquired Assets to Buyer are subject to the
fulfillment on or prior to the Closing of the following conditions, any one or more of
which may be waived by the Main Sellers:  



		    (a)        Representations.
The representations and warranties of Buyer set forth in Article VI shall be
true and correct as of the date of this           Agreement and as of the Closing Date as
if made as of the Closing Date, except           (i) for those representations and
warranties that address matters only as           of a date prior to the execution of
this Agreement (which shall be true and           correct as of such date, subject to
clause (ii) below), and (ii) where the           failure of the representations and
warranties to be true and correct would not           reasonably be expected to result,
in the aggregate, in a Buyer Material Adverse           Effect (it being agreed that any
materiality or Buyer Material Adverse Effect           qualification in a representation
and warranty shall be disregarded in           determining whether any such failure would
reasonably be expected to result in a           Buyer Material Adverse Effect for
purposes of this clause (ii)).  







50









		    (b)        Covenants.
Buyer shall have performed or complied in all material           respects with all
obligations and covenants required by this Agreement and the           other Transaction
Documents to be performed or complied with by Buyer at or           prior to the Closing,
except in each case to the extent that any such           non-compliance arises out of a
request made by a Seller in writing which           expressly waives compliance with a
particular covenant.  







		    (c)        Law.
No Law, temporary restraining order, preliminary or permanent           injunction, cease
and desist order or other Order issued by any Governmental or           Regulatory Body
prohibiting or preventing the purchase and sale contemplated by           this Agreement
or the consummation of the Transactions to be effected at the           Closing shall be
in effect.  







		    (d)        Consents
and Approvals. All notices, consents and approvals of           Governmental or
Regulatory Bodies set forth on Schedule 8.2(d) shall have           been made or
obtained, as applicable.  







		    (e)        Closing
Certificate. Buyer shall have delivered to the Main Sellers a           certificate,
dated the Closing Date, and signed by an authorized officer of           Buyer, in
substantially the form attached hereto as Exhibit N (the           “Buyer
Closing Certificate”), with respect to the satisfaction           of the
conditions specified in the conditions specified in Section 8.2(a)          and Section
8.2(b).  







		    (f)        Buyer
Closing Deliveries. Buyer shall have delivered to the Main Sellers           or the
Escrow Agent, as the case may be, (i) the Purchase Price as specified in Section 4.3(a) and
(ii) executed counterpart signature pages of Buyer (or           its Affiliates) to the
IP License Agreement, the Master Purchase Agreement, the           Transition Services
Agreement, the Trademark License Agreement, the Patent           Assignment Agreement,
the Contract Manufacturer Inventory Agreement, Assignment           and Assumption
Agreements (solely with respect to the United States, Canada and           the United
Kingdom), the Trademark Assignment Agreement and the Interim Product           Purchase
Agreement).  







		    (g)        Israeli
Tax Withholding Exemption. Buyer shall have obtained and provided           the Main
Sellers with a copy of the ITA’s approval of the Israeli           Withholding Tax
Exemption Application, which approval shall be final and binding           on the ITA.  







		    (h)        Export
Licenses. To the extent that any Governmental Authorizations are           necessary
to assign the Business Intellectual Property to Buyer and/or its           Affiliates,
Sellers shall have received all such necessary Governmental           Authorizations.  







		    (i)        Bankruptcy
Orders. Each of the U.S. Bidding Procedures Order, the U.S.           Sale Order, the
Sale Process Order and the Approval and Vesting Order shall (i)           have been
entered and (ii) have become Final Orders.  







51









ARTICLE IX.  

ONGOING COVENANTS  



    9.1        Tax
Matters.  



          		    (a)       
               (i)        All sums payable under this Agreement shall be exclusive of Transfer Taxes
               (as defined below). Subject to Section 9.1(a)(iii) and Section
               9.1(a)(iv), Buyer, on the one hand, and Sellers, on the other, shall each be
               responsible for 50% of all goods and services, sales, use, transfer,
               documentary, VAT, value added, stamp, recording and similar Taxes incurred in
               connection with the purchase and sale of the Acquired Assets and EMEA Acquired
               Assets (for the avoidance of doubt, including interest and penalties but
               excluding any Income Taxes) (“Transfer Taxes”);
               provided, that Buyer shall be responsible for 100% of the portion of such
               Transfer Taxes as to which Buyer and NNI in good faith determine it is
               reasonably expected that Buyer will receive a refund, rebate, credit or similar
               amount (a “Transfer Tax Refund”) (where the Transfer Tax in
               question is VAT or any similarly computed value added tax, on the assumption
               that Buyer is registered for VAT in the jurisdiction in which the relevant
               supply of the EMEA Acquired Assets takes place and that Buyer has paid to the
               EMEA Seller the VAT charged to it by such EMEA Seller in respect of the
               acquisition of the EMEA Acquired Assets without regard to this Section
               9.1(a)(i)). Buyer (or Sellers or their Affiliates, in the case of Transfer
               Taxes required to be collected, remitted or paid by Sellers or their Affiliates)
               shall timely pay or cause to be paid any Transfer Taxes to the applicable Taxing
               Authority. Buyer or Sellers or their Affiliates, as applicable, shall reimburse
               such paying party its share of such Transfer Taxes, if any, as determined
               pursuant to the foregoing, within seven (7) Business Days of receipt of a
               reimbursement request from the paying party; provided, that such
               reimbursement need not be paid prior to three (3) Business Days before such
               Transfer Tax is required to be paid to the Taxing Authority. Buyer or Sellers,
               as applicable, shall promptly provide to the other party sufficient
               documentation evidencing payment of any Transfer Taxes. Disputes with respect to
               the amount of Transfer Taxes due will be referred to an accounting firm jointly
               selected and engaged by Buyer and NNI for resolution. The fees of such
               accounting firm shall be borne by the party who in the opinion of such
               accounting firm had the position which was more erroneous. 



               



		    (ii)        Notwithstanding
clause (a)(i) above, Buyer shall be responsible for 100% of any                Transfer
Taxes incurred in connection with the purchase and sale of the Acquired
               Assets and EMEA Acquired Assets (A) as a result of Buyer’s failure to
               obtain any necessary state sales and use tax permits, timely deliver any
               necessary resale certificates, or otherwise take any action that would
result in                an exemption relating to, or a reduced rate of, such Transfer
Taxes and (B) for                any Transfer Taxes that are interest or penalties, to
the extent that the                interest or penalties arise in respect of an amount of
Transfer Tax that the                Buyer is required pursuant to sections  9.1(a) (i)
or (iv)  to                pay to a Taxing Authority or any Seller or Affiliate of
the Seller where the                Buyer has failed to pay such Transfer Taxes within
the time limits envisaged in                Section 9.1(a) (i) or (iv). Buyer or its
Affiliate shall be solely                responsible for ensuring that any exemption
relating to, or a reduced rate of,                Transfer Taxes in connection with the
transactions contemplated herein applies                and, in that regard, shall, prior
to the Closing Date, provide Sellers and/or                any of their Affiliates, as
the case may be, with its permit number and/or any                appropriate certificate
of exemption and/or other document or evidence to                support the claimed
entitlement to such exemption by such party or an Affiliate                thereof. NNI
will make commercially reasonable efforts to provide Buyer with
               information requested by Buyer that is necessary for Buyer to obtain
permits or                certificates exempting any or all of the Transactions in whole
or part from                Transfer Taxes.  







52









		    (iii)        Sellers’ obligations
pursuant to this Section 9.1(a) shall be based                on the Asset
Allocation Schedule as of the Closing Date. Notwithstanding                anything to
the contrary in this Section 9.1(a), in the event that the                Asset
Allocation Schedule is changed or modified after the Closing Date in
               accordance with Section 3.2, Buyer (or its Affiliate, as
applicable)                shall promptly pay directly to the appropriate Taxing
Authority or the                applicable Seller or Seller’s Affiliate (if
requested by such Seller or                Seller’s Affiliate) any Transfer Taxes
that may be due as a result of such                change or modification.  







		    (iv)          Where
a sum is paid pursuant to this Agreement in consideration for any                supply
(or deemed supply) of goods or services the payor shall,  in
               addition to the consideration payable for such supply, pay an amount equal
to                the VAT (if any) arising in respect of such supply against the
production of a                valid VAT invoice. Where and to the extent that the
Transfer Taxes                described in Section 9.1(a) are VAT, Section
9.1(a) shall apply                save that the Buyer shall pay or shall procure that
the relevant Affiliate shall                pay an amount equal to 100% of such VAT
to the Seller or relevant Affiliate                against the production of a valid VAT
invoice. The Sellers or their                Affiliates shall then reimburse the
Buyer or its Affiliates, as                required, in accordance with Section
9.1(a)(i).  







		    (b)        If
Buyer or any Affiliate of Buyer is required by Law to make any deduction or
          withholding for any Tax with respect to any consideration payable hereunder,
the           consideration payable hereunder shall be increased to an amount that, after
such           deduction or withholding, will result in payment to Sellers or any of
their           Affiliates of the full amount Sellers or such Affiliates would have
received           from Buyer had such deduction or withholding not been made.  Buyer
shall           promptly furnish Sellers with such evidence as may be required by the
applicable           taxing authorities to establish that any such Tax has been paid.  







		    (c)        Sellers
and Buyer will each provide the other with such assistance as may           reasonably be
requested in connection with the preparation of any Tax Return           relating to the
Business.  







    9.2        Record
Retention. In the event that Buyer or any Seller desires to destroy or otherwise
dispose of any of the books and records relating to the Acquired Assets or the Assumed
Liabilities in its possession with respect to periods prior to the Closing within one (1)
year of the Closing Date, such party shall give Buyer (in the event that it is a Seller
that wishes to destroy or dispose of any such books or records) or the Main Sellers (in
the event that it is Buyer that wishes to destroy or dispose of any such books or
records) twenty (20) Business Days’prior written notice of such intended disposition
and by offering to deliver to the other party, at the other party’s expense, custody
of such books and records as such first party may intend to destroy or dispose of.  



53









    9.3        Use
of Names.  



		    (a)        Except
as set forth on Schedule 2.1(d), no interest in any Marks of any           Seller
or any of its Affiliates is being transferred or assigned (or, except as           set
forth in the Trademark License Agreement, licensed) to Buyer or any           subsidiary
of Buyer pursuant to the Transactions. Except as may be expressly           permitted
pursuant to the Trademark License Agreement (including, for the sake           of
clarity, in the case of Products purchased pursuant to Section 9.10),
          Buyer will, within thirty (30) days following the Closing Date, remove or
          obliterate all such Marks from the signs, purchase orders, invoices, sales
          orders, labels, letterheads, shipping documents, business cards and other
          materials included in the Acquired Assets, and Buyer shall not, and shall not
          permit its subsidiaries to, put into use after the Closing Date any such
          materials not in existence on the Closing Date that bear any Mark; provided,
that if such materials are used by Buyer or any of its           subsidiaries during such
thirty (30) day period, Buyer shall, and shall cause           its subsidiaries to,
conspicuously note thereon that ownership of the Business           has transferred to
Buyer. Except to the extent expressly set forth elsewhere in           this Agreement or
in another Transaction Document, nothing in this Agreement           shall give Buyer
permission, without the prior written consent of NNI in each           instance, to use
in advertising, publicity or otherwise the name of any Seller           or any of its
Affiliates or any Mark owned or used by any Seller or any of its           Affiliates.  







		    (b)        Each
Seller hereby covenants and agrees (i) that (x) if such Seller has a           corporate
name containing the Mark “alteon”, it will, and (y) such           Seller will
cause any Affiliate of such Seller (other than another Seller) that           has a
corporate name containing the Mark “alteon” to, in either case           remove
“alteon” from such corporate name(s), within thirty (30) days           of the
Closing Date (in the case of U.S.-organized Sellers and Affiliates) and           as soon
as reasonably practicable following the Closing (in the case of non-U.S.
          organized Sellers and Affiliates) through the use of commercially reasonable
          efforts; and (ii) notwithstanding the period set forth in Section
          9.3(b)(i), from and after the Closing, Sellers shall not conduct, and each
          Seller shall prevent any such Affiliate from conducting, any commercial
activity           under or in connection with a corporate name containing “alteon.”          Buyer
hereby grants to each Seller and Affiliate thereof described in the           preceding
sentence a fully paid up, worldwide, personal, non-transferable and
          non-assignable, indivisible and non-exclusive right to use the Mark
          “alteon” as part of its corporate name during the period set forth in
          the preceding sentence.  







    9.4        Further
Information.  



		    (a)        Following
the Closing, Buyer will afford to Sellers, their counsel and their           accountants,
during normal business hours, reasonable access to the books and           records
relating to the Business, Acquired Assets or the Assumed Liabilities in           its
possession with respect to periods after the Closing and the right to make
          copies and extracts therefrom, to the extent that such access may be reasonably
          required by the requesting party (i) to facilitate the investigation,
litigation           and final disposition of any claims that may have been or may be
made against           any Seller or its Affiliates or (ii) for any other reasonable
business purpose.  







54









		    (b)        Without
limiting the generality of Section 9.4(b), following the Closing,           Buyer
shall (i) provide each Seller with such assistance and cooperation as may           be
reasonably requested by such Seller and (ii) make available to each Seller           and
its legal counsel, during normal business hours, any of the Transferring
          Employees who were involved in, or are otherwise knowledgeable about,
          pre-Closing matters, including making such Transferring Employees available on
a           mutually convenient basis to provide information, testimony at depositions,
          hearings or trials, and such other similar assistance as may be reasonably
          requested by such Seller.  









		    (c)        The
applicable Seller shall reimburse Buyer for reasonable out-of-pocket costs           and
expenses incurred in assisting such Seller pursuant to this Section           9.4.
Buyer shall not be required by this Section 9.4 to take any           action that
would unreasonably interfere with the conduct of its business,           unreasonably
disrupt its normal operations or materially impair a Transferring           Employee’s
ability to perform his or her duties.  







    9.5        Mistaken
Payments. Following the Closing Date:  



		    (a)        if
any Seller or any of its Affiliates receives any payment, refund or other
          amount that is an Acquired Asset, such Seller shall or shall cause such
          Affiliate to, within thirty (30) days of becoming or being made aware of such
          payment, remit, or shall cause to be remitted, such amount to Buyer; and  







		    (b)        if
Buyer receives any payment, refund or other amount that is an Excluded Asset,
          Buyer shall, within thirty (30) days of becoming or being made aware of such
          payment, remit, or shall cause to be remitted, such amount to the applicable
          Seller or Affiliate thereof.  







    9.6        Sellers
Vendor Contracts. Buyer acknowledges and agrees that the supply contracts, software
contracts, tooling contracts and other Contracts of any Seller and/or its Affiliates that
are not exclusive to the Business are not being assigned to Buyer hereunder. Accordingly,
Buyer agrees that it is responsible for directly entering into a Contract with the
applicable vendors (including original equipment manufacturers) to obtain parts for, or
products included in, or used in connection with producing or selling, the Products that
any Seller or its Affiliates currently obtain from third parties pursuant to the supply
contracts, software contracts, tooling contracts and other Contracts of any Seller and/or
its Affiliates that are not exclusive to the Business.  



    9.7        Manufacturer
Warranties. If due to lack of contractual privity or similar legal theory, Buyer
after the Closing is not able to enforce a warranty claim against the third party
supplier, manufacturer or contractor of Business Inventory, Products purchased by Buyer
pursuant to Section 9.10, Business Tangible Property and/or products in respect of
which Buyer is obligated to fulfill warranty obligations pursuant to the Master Purchase
Agreement, Sellers shall, or shall cause their Affiliates to, use commercially reasonable
efforts to (x) cause Buyer to be the direct beneficiary of such warranties or (y) if
unable to cause Buyer to be the direct beneficiary of such warranties, assist Buyer in
obtaining the benefits of such warranties. If Sellers’ or their Affiliates’ warranty
rights with respect to such Business Inventory, Product purchased by Buyer pursuant to Section
9.10, Business Tangible Property and/or products pursuant to the Contract between
Sellers or the applicable Affiliate of Sellers are assignable, Sellers shall take
commercially reasonable steps to assign such benefits to Buyer with respect to such
Business Inventory, Product purchased by Buyer pursuant to Section 9.10, Business
Tangible Property and products, and in the event Sellers are unable to make such
assignment, Sellers shall cause Buyer to receive the benefit of such warranties by
assisting Buyer in obtaining the benefits of such warranties. Sellers’ obligations
under this Section 9.7 shall terminate at the end of twelve (12) months following
the Closing Date; Sellers shall have no obligations under this Section 9.7 in
respect of Business Inventory, Products purchased by Buyer pursuant to Section 9.10,
Business Tangible Property and/or products in respect of which Buyer is obligated to
fulfill warranty obligations pursuant to the Master Purchase Agreement for which the
relevant suppliers, manufacturers’ or contractors’ warranties have terminated
or expired or where Sellers or their Affiliates have not purchased such warranties.  



55









    9.8        Business
Contracts. Except as expressly provided in Section 7.9, but notwithstanding
else anything herein to the contrary, the parties agree that no Seller or Affiliate of
any Seller shall have any responsibility to seek or obtain, and there shall be no
condition to Closing under Section 8.1 with respect to, any consent or approval
from any Person with respect to or under any Business Contracts or EMEA Business
Contracts, in connection with the assignment of such Contracts to Buyer or with respect
to Buyer’s performance under certain Contracts not assigned to Buyer which are the
subject of the Master Purchase Agreement. Immediately following the Closing, Buyer and
the applicable Seller Entity shall send a joint acknowledgement letter to each
counterparty to a Business Contract or EMEA Business Contract notifying such counterparty
of the consummation of the Transactions and that all requests relating to the Business
Contracts thereafter should be directed to Buyer.  



    9.9        Destruction
of Materials not Related to the Business. Buyer agrees that, within thirty (30) days
of the Closing, it will ensure that all information and materials of any Seller and/or
its Affiliates that are in the possession of the Transferring Employees but that are not
included within the scope of the Acquired Assets or EMEA Acquired Assets are (as directed
by Sellers) either destroyed or returned to the applicable Seller or Affiliate thereof,
and that no Transferring Employee retains a copy thereof or extract or summary therefrom.  



    9.10        Return
of Products. In the event that, during the six (6) month period following the
Closing, any distributor, reseller or other channel partner of any Seller or its
Affiliates returns or seeks to return Products delivered to such distributor, reseller or
other channel partner prior to the Closing Date (either to any Seller or its Affiliates
or to Buyer) pursuant to the terms of the sales agreement pertaining to such Product or
such other Contract as may govern such return, Buyer shall purchase, accept and receive
such Products, from such Seller, its Affiliate or the applicable distributor, reseller or
other channel partner, as the case may be; provided, that Buyer shall not be
obligated to purchase returned Products pursuant to this sentence after such time as
Buyer shall have purchased returned Products with a value (as determined in accordance
with the next sentence) of seven hundred thousand dollars ($700,000) in the aggregate; provided,
further, that Buyer shall only be obligated to purchase returned Products that
have originally been shipped by a Seller or its Affiliates to the relevant channel
partner within six (6) months of the date on which such Product is returned. Buyer’s
purchase price for such returned Products (and the value used for determining the amount
of Products Buyer is required to purchase pursuant to the preceding sentence) shall be
equal to the price that Buyer then pays its relevant contract manufacturer or to the
applicable Seller or Affiliate pursuant to the relevant contract manufacturing agreement,
as the case may be, for the corresponding Product. Such payment shall be made in cash to
the applicable Seller, its Affiliate or the applicable distributor, reseller or other
channel partner, as the case may be, within thirty (30) days of the date on which such
Products are received by Buyer or such longer period as may be permitted by the
applicable contract.  



56









    9.11        Redirection
of Customers. Following the Closing, in the event a customer of the Business contacts
a Seller or its Affiliates (by telephone, electronic mail, written correspondence or
otherwise) regarding the provision of services under a Business Contract, such Seller
shall, and shall cause its Affiliates to, use commercially reasonable efforts to promptly
redirect or otherwise forward such customer and communication to Buyer’s technical
support services.  



    9.12        Business
Tangible Property Containing Third Party Software. In the event of a termination or
expiration of the Transition Services Agreement, or the occurrence of the date specified
in the Transition Services Agreement for the transfer of legal title to such Business
Tangible Property to Buyer, with respect to Business Tangible Property containing
Restricted Software, Buyer hereby agrees (i) to obtain any necessary licenses to any such
software and (ii) until Buyer has obtained such licenses, not to use any such Business
Tangible Property in any manner that could cause any Seller or its Affiliates to be in
breach of any obligation to the licensor of such Restricted Software.  



    9.13        Cooperation
Regarding Financial Statements; Provision of Additional Information.  



		    (a)        For
a period of three (3) months following the Closing Date, in the event           separate
financial statements with respect to the Business for periods from and           after
January 1, 2007 but prior to the Closing Date are deemed to be necessary           by
Buyer’s accountants or required under applicable securities Laws or           other
reporting requirements, the Main Sellers agree that they shall, upon the
          reasonable request of Buyer, (i) assist and cooperate with Buyer in the
          production of such separate financial statements and (ii) permit Buyer and
          Buyer’s accountants, agents and representatives to have reasonable access,
          in accordance with Section 9.4(a) (mutatis mutandis), to the
books           and records pertaining to the Business during periods from and after
January 1,           2007 but prior to the Closing which have been retained by Sellers
and their           Affiliates. Buyer’s rights under this Section 9.13(a) are
in           addition to its rights pursuant to Section 9.15.  







		    (b)        For
a period of three (3) months following the Closing Date, Sellers shall, and
          shall cause their Affiliates to, at all reasonable times upon the prior written
          request of Buyer, provide Buyer with access to the information, records, files,
          books and documents reasonably related to the Business, the Products, the
          Acquired Assets or the Assumed Liabilities which are retained by Sellers or
          their Affiliates at Closing and not transferred to Buyer pursuant to Section
          2.1, to the extent necessary for Buyer to operate the Business following
the           Closing (without duplication of Section 9.13(a)); provided,
that           the applicable Seller or Affiliate shall be entitled to redact those
portions of           such materials that in no way relate to the Business, the Products,
the Acquired           Assets or the Assumed Liabilities; and provided, further,
that no           Seller or Affiliate thereof shall be required to provide Buyer with any
of the           foregoing or access thereto to the extent not permitted pursuant to the
terms of           applicable Law or applicable contractual obligations of any Seller or
its           Affiliates. Any information, records, files, documents and/or Contracts
that any           Seller or Affiliate thereof provides to Buyer (or provides Buyer
access to)           pursuant to this Section 9.13(b) shall constitute Seller
Confidential           Information and be subject to the provisions of Section 9.14.  







57









		    (c)        Buyer
shall reimburse each Seller and its Affiliates for all reasonable           out-of-pocket
costs and expenses incurred by such Seller and its Affiliates in           assisting
Buyer pursuant to this Section 9.13. Neither any Seller nor its
          Affiliates shall be required by this Section 9.13 to take any action or
          provide Buyer or its accountants, agents or representatives with access to
          records, if such would unreasonably interfere with the conduct of its business
          or unreasonably disrupt the normal operations of such Seller or its Affiliates.  







    9.14        Confidentiality.  



		    (a)       Each
Seller shall, and shall cause its Affiliates to, keep confidential in
          accordance with such Seller’s standards for protecting its own
confidential           information, and shall not use or disclose to any other Person
(other than its           Affiliates and its and their officers, directors, employees,
agents and           representatives), any Business Confidential Information, except as
permitted by           this Agreement. Each Seller shall only disclose Business
Confidential           Information to its or its Affiliates’ officers, directors,
employees,           agents, auditors, lenders, consultants and other representatives who
are legally           bound by a confidentiality obligation to a Seller or its Affiliates
no less           protective of the Business Confidential Information than that contained
in this Section 9.14 and who have a bona fide need to access the Business
          Confidential Information consistent with Sellers’ rights under this
          Agreement.  







		    (b)       Each
Seller shall, and shall cause its Affiliates to, keep confidential in
          accordance with such Seller’s standards for protecting its own
confidential           information, any Non-Exclusive Confidential Information; provided,
that           nothing in this Agreement shall prevent or limit in any way whatsoever the
right           of a Seller or its Affiliates to utilize or disclose the Non-Exclusive
          Confidential Information, without need to obtain consent therefor from Buyer,
or           otherwise impose obligations on such Seller or its Affiliates in respect of
          Non-Exclusive Confidential Information other than what such Seller or its
          Affiliates would otherwise undertake for Seller Confidential Information.  







		    (c)       Buyer
shall, and shall cause its Affiliates to, keep confidential in accordance           with
Buyer’s standards for protecting its own confidential information, and
          shall not use or disclose to any other Person (other than its Affiliates and
its           and their officers, directors, employees, agents and representatives), any
          Seller Confidential Information, except as permitted by this Agreement. Buyer
          shall only disclose Seller Confidential Information to its or its
          Affiliates’ officers, directors, employees, agents, auditors, lenders,
          consultants and other representatives who are legally bound by a
confidentiality           obligation to Buyer or its Affiliates no less protective of the
Seller           Confidential Information than that contained in this Section 9.14 and
who           have a bona fide need to access the Seller Confidential Information
consistent           with Buyer’s rights under this Agreement.  







		    (d)       Notwithstanding
anything to the contrary in this Section, any party may disclose           Confidential
Information:  







58









		    (i)       if
and to the extent such Confidential Information is required by subpoena or
          Order to be disclosed;  







		    (ii)       to
a Governmental or Regulatory Body;  







		    (iii)       pursuant
to any Bankruptcy Proceeding;  







		    (iv)       to
the extent such disclosure is otherwise required by applicable Law or
          requirement of any stock exchange on which the shares or stock of the Person in
          question are listed;  







		    (v)       in
connection with a party’s exercise and enforcement of any rights or
          remedies provided under this Agreement; or  







		    (vi)       to
the extent such disclosure is required for financial or tax reporting           purposes
of the applicable party or its Affiliates.  







		    (e)        If
any Person is requested or required (by subpoena, court order or similar
          process) to disclose any Confidential Information as provided in Section
          9.14(d)(i), or intends to disclose any Confidential Information as provided
          in Section 9.14(d)(iii), the Person from which the disclosure is sought
          or who intends to make such disclosure shall (i) provide the other parties with
          prompt written notice of such request or requirement and (ii) make reasonable
          efforts to cooperate with the applicable party so that such party may seek a
          protective order or other appropriate remedy or protection. If such protective
          order or other remedy or protection is not obtained, or the applicable party
          waives compliance with the provisions of this Agreement, the Person from which
          the disclosure is sought shall use reasonable efforts to disclose only that
          portion of the Confidential Information that is legally requested or required
to           be disclosed.  







		    (f)        Nothing
in this Section 9.14 shall prevent Sellers or their Affiliates           from
disclosing either Business Confidential Information or Non-Exclusive
          Confidential Information to other prospective purchasers of the Business that
          have executed a confidentiality agreement with a Seller or an Affiliate
thereof.  







    9.15        Delivery
of Audited Financial Statements. Within six (6) months of the Closing Date, Buyer
may, in its sole discretion, deliver written notice to the Main Sellers (the “Audit
Notice”) requiring Sellers to use their commercially reasonable efforts to cause
to be prepared and delivered to Buyer audited statements of the balance sheet of the
Historical Velocity Business, as of December 31, 2008 and December 31, 2007, and related
audited statements of income and cash flows of the Historical Velocity Business for the
fiscal years ended December 31, 2008 and December 31, 2007, together with notes thereon
and the reports thereon of KPMG LLP, Sellers’ independent certified public
accountants (collectively, the “Audited Financial Statements”). The
Audited Financial Statements shall be prepared utilizing the same financial allocations,
judgments and assumptions as are noted in the Pro Forma Financial Statements and
accompanying notes and/or Schedules 5.5(b) or 5.5(c). Further, it is
understood and agreed that (i) the Audited Financial Statements will be prepared in
accordance with carve-out accounting guidelines as promulgated by the SEC and that are
consistent with U.S. GAAP, (ii) such carve-out accounting guidelines have not been
applied to the Pro Forma Financial Statements, and (iii) any differences between the Pro
Forma Financial Statements and the Audited Financial Statements arising out of or related
to the application of such carve-out accounting guidelines to the Audited Financial
Statements and/or any modifications that would have been made to the Pro Forma Financial
Statements had such carve-out accounting principles been utilized therefor (including as
a result of corporate and other allocations, such as goodwill and other intangibles)
shall not be the basis for any claim against any Seller by Buyer or any of its
Affiliates. Buyer shall provide Sellers with all necessary and appropriate cooperation
with respect to Sellers’ preparation of the Audited Financial Statements. Following
Buyer’s request for preparation and audit of the Audited Financial Statements,
Sellers shall (i) promptly engage independent experts to prepare and audit the Audited
Financial Statements, (ii) promptly respond to requests for information from such
independent experts and (iii) keep Buyer reasonably informed regarding the status of the
preparation and audit the Audited Financial Statements. Buyer shall promptly reimburse
Sellers for all documented third-party costs and expenses incurred by Sellers in the
preparation and audit of the Audited Financial Statements. No Seller shall be required by
this Section 9.15 to take any action that would unreasonably interfere with the
conduct of its business or unreasonably disrupt its normal operations.  



59









    9.16        Employee
Related Agreements.  Exhibit O sets forth certain agreements of the parties with respect
to employment matters.  



    9.17        Co-operation
with Respect to Transferring Employees. Buyer and the applicable Seller Entity shall
cooperate from and after the approval of the U.S. Sale Order and the Approval and Vesting
Order with each other (and shall cause their respective Affiliates to cooperate with the
others and their Affiliates): (a) with respect to Employment Offers and in implementing
the transition of coverage of Transferring Employees from the Nortel Employee Plans to
Buyer Employee Plans and (b) to provide for an orderly transition of the Transferring
Employees to Buyer or its Affiliates, as applicable, and to minimize the disruption to
the respective businesses of any Seller and its Affiliates and Buyer and its Affiliates
resulting from the Transactions; provided, that in no event shall Buyer or its
Affiliates or its or their representatives contact in any way any Business Employee with
respect to any employment offer or otherwise prior to the later of (x) the approval of
the Approval and Vesting Order and (y) the approval of the U.S. Sale Order, except as
expressly authorized in writing by the Main Sellers prior to such contact. All such
contacts by Buyer or its Affiliates shall be in accordance with applicable Law.  



    9.18        Protection
of Personal Data. With respect to the data relating to Business Employees set forth
in the Schedules, including any revisions thereto, Buyer undertakes that such personal
data shall be held in confidence and that:  



		    (a)        Buyer
shall restrict the disclosure of such personal data to such of their           employees,
agents and advisors as is reasonably necessary to give effect to the
          Transactions;  







		    (b)        except
as permitted pursuant to Section 9.18(a), personal data shall not           be
disclosed to any Person (including, for the avoidance of doubt, any other
          employee of Buyer) without the consent of NNI, such consent not unreasonably to
          be withheld; and  







		    (c)        personal
data shall be returned to the applicable Seller or destroyed if this           Agreement
is terminated. Disclosure shall only be made in accordance with           applicable Law.  







60









    9.19        Non-Solicitation
of Employees by Buyer. Prior to the end of the twelve (12) months following the
execution of this Agreement, Buyer shall not, and shall cause its Affiliates to not,
except with NNI’s prior written consent, solicit for employment or hire: (i) any
Business Employee who does not accept an offer of employment with Buyer or an Affiliate
of Buyer or (ii) any other employee of any Seller or its Affiliates with whom Buyer or
its Affiliates have had direct contact in connection with the preparation,
negotiation and execution of this Agreement and/or the other Transaction Documents;
provided, that Buyer and/or its Affiliates shall not be prohibited from soliciting or
hiring any person described in this Section 9.19 (x) pursuant to a general mass
solicitation of employment not specifically directed toward employees of any Seller
and/or its Affiliates or (y) who has been terminated by any Seller or its Affiliates.  



    9.20        Non-Solicitation
of Transferring Employees by Sellers. Prior to the end of the twelve (12) months
following the execution of this Agreement, Sellers shall not, and shall cause their
Affiliates not to, except with Buyer’s prior written consent, solicit for employment
or hire (i) any Transferring Employees or (ii) any employee of Buyer or its Affiliates
with whom any Seller or its Affiliates has come into direct contact in connection with
the preparation, negotiation and execution of this Agreement and/or the other Transaction
Documents; provided, that Sellers and/or their Affiliates shall not be prohibited from
soliciting or hiring any person described in this Section 9.20 (x) pursuant to a
general mass solicitation of employment not specifically directed toward employees of
Buyer and/or its Affiliates or (y) who has been terminated by Buyer or its Affiliates.  



ARTICLE X.  

TERMINATION OF AGREEMENT  



    10.1        Termination.
This Agreement may be terminated prior to the Closing as follows:  



		    (a)        By
the mutual written consent of the Main Sellers and Buyer;  







		    (b)        By
Buyer by giving written notice to the Main Sellers in the event Sellers are           in
material breach of this Agreement or any other Transaction Document and such
          breach, (i) individually or in combination with any other such breach, would
          cause the conditions set forth in Section 8.1 not to be satisfied and
          (ii) is not cured within thirty (30) days following delivery by Buyer to
Sellers           of written notice of such breach;  







		    (c)        By
the Main Sellers by giving written notice to Buyer in the event Buyer is in
          material breach of this Agreement or any other Transaction Document and such
          breach, (i) individually or in combination with any other such breach, would
          cause the conditions set forth in Section 8.2 not to be satisfied and
          (ii) is not cured within thirty (30) days following delivery by the Main
Sellers           to Buyer of written notice of such breach;  







		    (d)        By
Buyer, on or after March 12, 2009, if either the U.S. Bidding Procedures           Order
or the Sale Process Order has not been entered on or prior to such date or           has
been entered but stayed as of such date;  







61









		    (e)        By
Buyer by giving written notice to the Main Sellers if the Closing shall not
          have occurred on or prior to the earlier of (i) April 15, 2009 or (ii) the
          thirtieth (30th) day following the U.S. Sale Order becoming a Final
          Order by reason of the failure of any condition precedent under Section
          8.1; provided, that the right to terminate this Agreement under this
          subsection (e) shall not be available to Buyer if such failure results
          exclusively or primarily from a breach by Buyer of one or more representations,
          warranties, covenants or agreements of Buyer contained in this Agreement or any
          other Transaction Document; and provided, further, that if all of
          the conditions to Closing set forth in Section 8.1 have been satisfied,
          other than (x) those conditions that are to be satisfied at the Closing and (y)
          the condition set forth in Section 8.1(h) as a result of the failure of
          any of the U.S. Bidding Procedures Order, the U.S. Sale Order, the Sale Process
          Order and/or the Approval and Vesting Order to become a Final Order on or
before           April 15, 2009, then the reference to “April 15, 2009” in
clause (i)           of this Section 10.1(e) shall be replaced by a reference to
“May 1,           2009”  







		    (f)        By
the Main Sellers by giving written notice to Buyer if the Closing shall not
          have occurred on or prior to the earlier of (i) May 15, 2009 or (ii) thirtieth
          (30th) day following the U.S. Sale Order becoming a Final Order by
          reason of the failure of any condition precedent under Section 8.2; provided,
that the right to terminate this Agreement under this           subsection (f) shall not
be available to Sellers if such failure results           exclusively or primarily from a
breach by Sellers of one or more           representations, warranties, covenants or
agreements of Sellers contained in           this Agreement or any other Transaction
Document;  







		    (g)        By
the Main Sellers or Buyer if Sellers enter into a binding definitive           agreement
with respect to an Alternative Transaction; or  







		    (h)        By
the Main Sellers by giving written notice to Buyer if the Cure Costs payable           by
Sellers (excluding any Cure Costs that Buyer has agreed to pay pursuant to Section 7.23)
exceed the higher of (x) $1,000,000 in the aggregate and           (y) if an Auction (as
defined in the U.S. Bidding Procedures Order) occurs and           Buyer makes a
subsequent bid with a base cash component (excluding any           adjustment such as are
set forth in clauses (ii) through (iv) of Section           3.1(a)) greater than
the Base Purchase Price, five percent (5%) of such base           cash component; provided,
that the Main Sellers shall not be permitted to           exercise their termination
right under this Section 10.1(h) until they           have complied with Section
7.23 and given Buyer the five (5) Business Day           response period referred to
in Section 7.23.  







    10.2        Break-Up
Fee and Expense Reimbursement.  



		    (a)        In
the event that this Agreement is terminated pursuant to Section           10.1(b),
10.1(g) or 10.1(h), Sellers shall pay to Buyer by           wire transfer
of immediately available funds, within five (5) Business Days           after such
termination, a break-up fee (the “Break-Up Fee”)           equal to
$650,000; provided, that no Break-Up Fee shall be payable in           respect of
a termination of this Agreement pursuant to Section 10.1(b) unless (i) the breach
in question is of a material provision of this           Agreement and (ii) such breach
is still existing on the later of (x) April 15,           2009 and (y) the thirtieth (30th)
day following delivery by Buyer to           Sellers of written notice of such breach.  







		    (b)        In
the event that this Agreement is terminated pursuant to Section           10.1(b),
10.1(g) or 10.1(h), Sellers shall pay to Buyer by           wire transfer
of immediately available funds, within five (5) Business Days           after such
termination, a cash amount equal to Buyer’s reasonable and           documented
out-of-pocket fees and expenses incurred in connection with the           Transactions,
up to a maximum of $400,000 (the “Expense           Reimbursement”).  







62









		    (c)        The
Break-Up Fee and/or the Expense Reimbursement, if payable in accordance with
          this Section 10.2, will be the sole and exclusive remedy of Buyer,
          whether at Law or in equity, in the event that Closing has not occurred or does
          not occur for any reason whatsoever, without regard to whether Buyer elects to
          terminate this Agreement pursuant to this Article X; provided,
          that if the Closing occurs, the Break-Up Fee and/or the Expense Reimbursement
          will not be payable and will not be the sole and exclusive remedy of Buyer
          hereunder. For the avoidance of doubt, both the Break-Up Fee and the Expense
          Reimbursement will be payable to Buyer in the event that this Agreement is
          terminated pursuant to Section 10.1(b) (if payable thereunder), 10.1(g) or
10.1(h).  







		    (d)        Sellers’ obligation
to pay the Break-Up Fee and the Expense Reimbursement           pursuant to this Section
10.2 shall survive termination of this Agreement           and shall constitute an
administrative expense of Sellers under Section           364(c)(1) of the U.S.
Bankruptcy Code with priority over any and all           administrative expenses of the
kind specified in Sections 503(b) or 507(b) of           the U.S. Bankruptcy Code.  







		    (e)        Notwithstanding
anything to the contrary herein, Sellers’ obligation to pay           the Break-Up
Fee and the Expense Reimbursement pursuant to this Section           10.2 is
expressly subject to entry of the U.S. Bidding Procedures Order.  







    10.3        Effect
of Termination. In the event of termination of this Agreement as permitted by Section
10.1, this Agreement shall become void and of no further force and effect, except for
the following provisions, which shall remain in full force and effect: (a) Section
7.8 relating to confidentiality, (b) Sections 9.19, 9.20(ii) and 10.2,
(c) this Section 10.3 and (d) Article XI. Nothing in this Section
10.3 shall be deemed to release any party from any Liability for any breach by such
party of the terms and provisions of this Agreement or to impair the right of any party
to compel specific performance by any other party of its obligations under this
Agreement; provided, (i) except in the case of a breach of Section 9.14, no
injunctive relief, specific performance or other type of relief specified in Section
11.13 may be obtained under this Agreement against any Seller Entity and (ii) this
sentence shall not apply to Sellers or their Affiliates.  



ARTICLE XI.  

MISCELLANEOUS  



    11.1        Expenses.
Whether or not the Transactions are consummated, and except as otherwise provided in this
Agreement, each party to this Agreement will bear its respective fees, costs and expenses
incurred in connection with the preparation, negotiation, execution and performance of
this Agreement or the Transactions (including legal, accounting and other professional
fees).  



    11.2        Governing
Law. The interpretation of this Agreement, and any questions, claims, disputes,
remedies, Action or Proceeding arising from or related to this Agreement, and any relief
or remedies sought by any party hereunder, shall be governed exclusively by the Laws of
the State of New York, without regard to the rules of conflict of laws of the State of
New York or any other jurisdiction.  



63









    11.3        Jurisdiction;
Service of Process. To the fullest extent permitted by applicable Law, each party
hereto (a) agrees that any claim, Action or Proceeding by such party seeking any relief
whatsoever arising out of, or in connection with, this Agreement, the other Transaction
Documents or the Transactions shall be brought only in (i) the U.S. Bankruptcy Court, if
brought prior to the entry of a final decree closing the Chapter 11 Cases, and (ii) in
the federal courts in the Southern District of New York and the state courts of the State
of New York, County of Manhattan (collectively, the “New York Courts”),
if brought after entry of such final decree closing the Chapter 11 Cases, and shall not
be brought, in each case, in any other State or Federal court in the United States of
America or any court in any other country, (b) agrees to submit to the exclusive
jurisdiction of the U.S. Bankruptcy Court or the New York Courts, as applicable pursuant
to the preceding clauses (a)(i) and (ii), for purposes of all Actions or Proceedings
arising out of, or in connection with, this Agreement or the transactions contemplated
hereby, (c) waives and agrees not to assert any objection that it may now or hereafter
have to the laying of the venue of any such Action or Proceeding brought in such a court
or any claim that any such Action or Proceeding brought in such a court has been brought
in an inconvenient forum, (d) agrees that mailing of process or other papers in
connection with any such action or proceeding in the manner provided in Section 11.7 shall
be valid and sufficient service thereof, and (e) agrees that a final judgment in any such
Action or Proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by applicable Law.  



    11.4        Waiver
of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH
ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT
BETWEEN OR AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR
PROCEEDING WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A
JUDGE SITTING WITHOUT A JURY.  



    11.5        Attorneys’ Fees.
If any action, suit, arbitration or other proceeding for the enforcement of this
Agreement is brought with respect to or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions hereof, the successful or
prevailing party shall be entitled to recover reasonable attorneys’ fees and other
costs incurred in that proceeding, in addition to any other relief to which it may be
entitled.  



64









    11.6        Waiver.
Neither any failure nor any delay by any party in exercising any right, power or
privilege under this Agreement or any of the other Transaction Documents will operate as
a waiver of such right, power or privilege, and no single or partial exercise of any such
right, power or privilege will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege. To the maximum
extent permitted by applicable Law, (a) no claim or right arising out of this Agreement
or any of the other Transaction Documents can be discharged by one party, in whole or in
part, by a waiver or renunciation of the claim or right unless in writing signed by the
other parties; (b) no waiver that may be given by a party will be applicable except in
the specific instance for which it is given; and (c) no notice to or demand on one party
will be deemed to be a waiver of any obligation of that party or of the right of the
party giving such notice or demand to take further action without notice or demand as
provided in this Agreement or any of the other Transaction Documents.  



    11.7        Notices.
All notices or other communications required or permitted to be given hereunder shall be
in writing and shall be deemed given to a party when (a) delivered by hand, (b) three (3)
Business Days after delivery by a nationally recognized overnight courier service (costs
prepaid), or (c) sent by facsimile (confirmed in writing by mail promptly thereafter
dispatched), in each case to the following:  


			
			
			
			
			
	 	if to Buyer, to:	 
	 
	 	Radware Ltd.
	 	22 Raoul Wallenberg Street
	 	Tel Aviv 69710
	 	Israel
	 	Attention: Roy Zisapel
	 	Tel: +972-3-7668610
	 	Fax: +972-3-7668982
	 
	 	with a copy to:
	 
	 	Kramer Levin Naftalis & Frankel LLP
	 	1177 Avenue of the Americas
	 	New York, New York 10036
	 	Attention: Ernest S. Wechsler
	 	Tel: (212) 715-9100
	 	Fax: (212) 715-8000
	 
	 	if to any Seller or Seller Entity, to:
	 
	 	Nortel Networks Inc.
	 	c/o Nortel Networks Limited
	 	195 The West Mall
	 	Toronto, Ontario M9C 5K1
	 	Attention: Douglas M. Parker, Esq., Associate General Counsel - Corporate
	 	Tel: (905) 863-2564
	 	Fax: (905) 863-7739
	 
	 	with a copy to:
	 
	 	Crowell & Moring LLP
	 	1001 Pennsylvania Avenue, NW
	 	Washington, DC 20004-2595
	 	Attention: James R. Stuart, III, Esq.
	 	Tel : (202) 624-2865
	 	Fax : (202) 628-5116






65









        Notices
to any Seller Entity may be delivered to NNI on behalf of such Seller Entity. Any party
hereto may change its contact information for notices and other communications hereunder
by notice to the other party hereto. 



    11.8        Assignment.
This Agreement and the rights and obligations hereunder shall not be assignable or
transferable by any party (including, by operation of Law or in connection with a merger
or sale of substantially all the assets, stock or membership interests of such party)
without the prior written consent of the other parties (which, in the case of an
assignment following the Closing, shall not be unreasonably withheld) except for (a)
assignment by a U.S. Debtor to a succeeding entity following such U.S. Debtor’s
emergence from Chapter 11 or (b) assignment by any of the Canadian Debtors pursuant to
any plan of arrangement approved by a Bankruptcy Court, which will not require the
consent of the Buyer. Subject to the preceding sentence, this Agreement will apply to, be
binding in all respects upon and inure to the benefit of the permitted assigns of the
parties. Buyer hereby consents to the assignment by any Canadian Debtor or any U.S.
Debtor of rights and obligations under any of the Transaction Documents in the
circumstances set forth in (a) or (b) of the immediately preceding sentence.  



    11.9        No
Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties
hereto and their permitted assigns and nothing herein expressed or implied shall give or
be construed to give to any Person, other than the parties hereto and such assigns, any
legal or equitable rights, remedy or claim hereunder.  



    11.10        Amendments.
No amendment to this Agreement shall be effective unless it shall be in writing and
signed by all of the parties hereto.  



    11.11        Interpretation;
Exhibits and Schedules. The headings contained in this Agreement, in any exhibit,
annex or Schedule and in the table of contents to this Agreement, are for reference
purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. Except when the context otherwise requires, references to Sections, Articles,
Exhibits, Annexes or Schedules refer to Sections, Articles, Exhibits, Annexes or
Schedules of this Agreement. All Exhibits, Annexes and Schedules annexed hereto or
referred to herein are hereby incorporated in and made a part of this Agreement as if set
forth in full herein. Any capitalized term used in any Schedule, Annex or Exhibit, but
not otherwise defined therein, shall have the meaning ascribed to such term in this
Agreement. Whenever used in this Agreement, a singular number shall include the plural
and a plural the singular. Pronouns of one gender shall include all genders. The words
“hereof,”“herein,” and terms of similar import shall refer to this
entire Agreement. Unless the context clearly requires otherwise, the use of the terms
“including,”“included,” “such as,” or terms of similar
meaning, shall not be construed to imply the exclusion of any other particular elements
and shall be deemed to be followed by the words “without limitation.” Whenever
this Agreement refers to a number of days, such number shall refer to calendar days
unless Business Days are specified. Whenever any action must be taken hereunder on or by
a day that is not a Business Day, then such action may be validly taken on or by the next
day that is a Business Day.  



66









    11.12        Entire
Agreement; Construction. This Agreement and the Transaction Documents contain the
entire agreement and understanding between the parties hereto with respect to the subject
matter hereof and supersede all prior oral and written agreements and understandings
relating to such subject matter, including that certain Term Sheet, dated December 13,
2008, between Buyer and NNI. In the event of any inconsistency or conflict between the
terms of this Agreement and any other Transaction Document, the terms of this Agreement
shall prevail over the terms of the other Transaction Document.  



    11.13        Specific
Performance. Each party acknowledges and agrees that the other party would be damaged
irreparably in the event any of the provisions of this Agreement are not performed in
accordance with their specific terms or otherwise are breached. Accordingly, each party
agrees that the other parties may be entitled to an injunction or injunctions (without
the posting of any bond) to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions hereof in any action
instituted in any court of the United States or any state thereof having jurisdiction
over the parties and the matter. Except in the case of a breach of Section 9.14,
but otherwise notwithstanding anything to the contrary in this Agreement, no injunctive
relief, specific performance or other type of relief specified in this Section 11.13 may
be obtained under this Agreement against any Seller Entity.  



    11.14        Severability.
If any provision of this Agreement or the application of any such provision to any Person
or circumstance shall be held invalid, illegal or unenforceable in any respect by a court
of competent jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision hereof.  



    11.15        Mutual
Drafting. The parties hereto are sophisticated and have been represented by lawyers
who have carefully negotiated the provisions hereof. As a consequence, the parties do not
intend that the presumptions of any Laws relating to the interpretation of contracts
against the drafter of any particular clause should be applied to this Agreement and
therefore waive the effects of such Laws.  



    11.16        Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or more such
counterparts have been signed by each of the parties and delivered to the other party.  



    11.17        Survival.
The representations, warranties, undertakings, agreements and covenants in this Agreement
and/or in any instrument delivered pursuant to this Agreement shall terminate on the
Closing Date; provided, that undertakings, agreements and covenants contained in
this Agreement and/or the other Transaction Documents that continue in effect or are
applicable to or relate to periods, matters or events following the Closing shall survive
the Closing and shall continue in full force and effect until performed or satisfied or
for so long as such are applicable in accordance with their terms.  



67









    11.18        Limitation
on Losses.  



		    (a)        Except
in the case of a Liability arising from a cash payment obligation due to           a
party in respect of which the party seeking set-off has received a final
          judgment in an Action or Proceeding in accordance with Section 11.3 and
11.4, no party shall be entitled to set-off any Liabilities or Losses
          hereunder against any amounts due to such party under any other agreement with
          the other parties or any affiliate thereof.  







		    (b)        In
no event shall any party be responsible or liable for any Losses that are
          consequential, in the nature of lost profits, diminution in the value of
          property, special or punitive or otherwise not actual damages.  







		    (c)        No
Seller Entity shall have any Liability with respect to any Business Tangible
          Property, EMEA Tangible Property, Business Inventory or EMEA Business Inventory
          for any amount in excess of the value thereof as set forth on Schedule
          2.1(a)(i), Schedule P(1)(a) or Schedule 5.6(b) (as updated in
          accordance with Section 3.1) (including in the case of any asset with a
          net book value of zero dollars ($0)), as set forth on the applicable schedule.  






[Signature Page Follows on Next Page]




68





















        IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly
executed this Agreement on the date first above written. 



		
		
		
		
		
	 	NORTEL NETWORKS INC.
	 
	 	By: /s/ Hyacinth DeAlmeida 
	 	Name: Hyacinth DeAlmeida
	 	Title: Leader, Corporate Business Development
	 
	 	NORTEL NETWORKS LIMITED
	 
	 	By: /s/ Gordon A. Davies 
	 	Name: Gordon A. Davies
	 	Title: Chief Legal Officer and Corporate Secretary
	 
	 	By: /s/ Tracy S.J. Connelly McGilley 
	 	Name: Tracy S.J. Connelly McGilley
	 	Title: Assistant Secretary
	 
	 	NORTEL NETWORKS UK LIMITED (in administration) by C. Hill as Joint
	 	Administrator (acting as agent and without personal liability)
	 
	 	By: /s/ C. Hill 
	 	Name: C. Hill
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 
	 
	 	NORTEL NETWORKS N.V. (in administration) by C. Hill as Joint Administrator
	 	(acting as agent and without personal liability)
	 
	 	By: /s/ C. Hill 
	 	Name: C. Hill
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 















	 	NORTEL NETWORKS S.A. (in administration) by Kerry Trigg acting as authorised
	 	representative for C. Hill as Joint Administrator (acting as agent and without
	 	personal liability) under an authorisation dated 15 January 2009
	 
	 	By: /s/ Kerry Trigg 
	 	Name: Kerry Trigg
	 	Title: authorised representative for C. Hill as Joint Administrator
	 
	 	By: /s/ Steve Sanderson 
	 	Name: Steve Sanderson
	 	Title: senior executive as witness
	 
	 	NORTEL NETWORKS FRANCE S.A.S. (in administration) by Kerry Trigg acting
	 	as authorised representative for C. Hill as Joint Administrator (acting as
	 	agent and without personal liability) under an authorisation dated 15 January 2009
	 
	 	By: /s/ Kerry Trigg 
	 	Name: Kerry Trigg
	 	Title: authorised representative for C. Hill as Joint Administrator
	 
	 	By: /s/ Steve Sanderson 
	 	Name: Steve Sanderson
	 	Title: senior executive as witness
	 
	 	NORTEL NETWORKS (AUSTRIA) GMBH (in administration) by C. Hill as Joint
	 	Administrator (acting as agent and without personal liability)
	 
	 	By: /s/ C. Hill 
	 	Name: C. Hill
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 
	 
	 	NORTEL NETWORKS, S.R.O. (in administration) by C. Hill as Joint Administrator
	 	(acting as agent and without personal liability)
	 
	 	By: /s/ C. Hill 
	 	Name: C. Hill
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 














	 	NORTEL NETWORKS AB - DENMARK BRANCH (in administration) by C. Hill as Joint
	 	Administrator (acting as agent and without personal liability)
	 
	 	By: /s/ C. Hill 
	 	Name: C. Hill
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 
	 
	 	NORTEL NETWORKS B.V. (in administration) by C. Hill as Joint Administrator
	 	(acting as agent and without personal liability)
	 
	 	By: /s/ C. Hill 
	 	Name: C. Hill
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 
	 
	 	NORTEL GERMANY GMBH & CO KG (in administration) by C. Hill as Joint
	 	Administrator (acting as agent and without personal liability)
	 
	 	By: /s/ C. Hill 
	 	Name: C. Hill
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 
	 
	 	NORTEL NETWORKS (IRELAND) LIMITED (in administration) by D. Hughes as Joint
	 	Administrator (acting as agent and without personal liability)
	 
	 	By: /s/ David Hughes 
	 	Name: David Hughes
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 















	 	NORTEL NETWORKS S.P.A. (in administration) by C. Hill as Joint Administrator
	 	(acting as agent and without personal liability)
	 
	 	By: /s/ C. Hill 
	 	Name: C. Hill
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 
	 
	 	NORTEL NETWORKS POLSKA SP. Z O.O. (in administration) by C. Hill as Joint
	 	Administrator (acting as agent and without personal liability)
	 
	 	By: /s/ C. Hill 
	 	Name: C. Hill
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 
	 
	 	NORTEL NETWORKS PORTUGAL S.A. (in administration) by C. Hill as Joint
	 	Administrator (acting as agent and without personal liability)
	 
	 	By: /s/ C. Hill 
	 	Name: C. Hill
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 
	 
	 	NORTEL NETWORKS ROMANIA SRL (in administration) by C. Hill as Joint
	 	Administrator (acting as agent and without personal liability)
	 
	 	By: /s/ C. Hill 
	 	Name: C. Hill
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 














	 	C. HILL, in his own capacity and on behalf of the Joint Administrators without
	 	personal liability and solely for the benefit of the provisions of this
	 	Agreement expressed to be conferred on or given to the Joint Administrators:
	 
	 	By: /s/ C. Hill 
	 	Name: C. Hill
	 	Title: Joint Administrator
	 
	 	Witness: /s/ 
	 
	 	RADWARE LTD.
	 
	 
	 	By: /s/ Roy Zisapel 
	 	Name: Roy Zisapel
	 	Title: Chief Executive Officer and President
















EXHIBIT O  



ADDITIONAL EMPLOYEE
RELATED PROVISIONS 



     I.    
          Employment Provisions for United States. 



         (a)       
          U.S. Employment Offers. 



		    (1)        Within
one (1) Business Day after the later of (x) the approval of the U.S. Sale           Order
and (y) the approval of the Approval and Vesting Order, Buyer shall, or           shall
cause its designated Affiliate in the United States (“Buyer           U.S.”)
to offer employment, commencing on the first Business Day           following the Closing
Date, to each U.S. Employee other than a U.S. Leave           Employee. The offer of
employment shall be conveyed by means of a letter (the           “U.S. Employment
Offer”) in the form agreed upon by Buyer and           NNI prior to the date
hereof.  







		    (2)        Buyer
shall, or shall cause Buyer U.S. to, ensure that each U.S. Employment           Offer to
each U.S. Employee includes (A)an annual base salary that is no           less
than the annual base salary listed with respect to such U.S. Employee in Schedule
5.12(a), (B) benefits no less favorable than those made           available to
similarly situated employees of Buyer or its Affiliates employed in           the United
States and with the additional terms described below in Section           I(a)(5),
(C) employment at a work location within twenty-five (25) miles of           the work
location listed with respect to such U.S. Employee in Schedule           5.12(a),
(D) employment in the same position listed with respect to such           U.S. Employee
in Schedule 5.12(a) or another position for which such           employee is
qualified and that is substantially similar to the position listed           in Schedule
5.12(a), and (E) eligibility for target incentive           compensation that is at
least equal to the target incentive compensation listed           with respect to U.S.
employee in Schedule 5.12 (a). Sales quotas and           metrics will be in
accordance with Buyer or Buyer U.S.’ requirements in the           United States.
The U.S. Employment Offer also shall include a policy statement           of Buyer and
Buyer U.S. regarding non-competition.  







		    (3)        Except
as provided below with respect to U.S. Leave Employees, and subject to           the
occurrence of the Closing and Section I(a)(7), Buyer shall, or shall
          cause its Affiliates to, employ U.S. Employees accepting such U.S. Employment
          Offers on the first Business Day following the Closing Date on the terms and
          conditions in this Section I.  







		    (4)        Notwithstanding
Section I(a)(2)(C), Buyer shall, and shall cause Buyer           U.S. to, offer to
employ any U.S. Employee who is a telecommuter, in Buyer           U.S.‘s sole
discretion, either (i) in the same location as set out in Schedule 5.12(a) or (ii)
in a work location that is within twenty-five           (25) miles of such individual’s
home.  







		    (5)        Each
U.S. Transferring Employee (and their eligible dependents, as applicable)
          shall, as of his or her Employment Transfer Date, cease to accrue benefits
under           the Nortel Employee Plans applicable to U.S. Employees (“Nortel
U.S.           Employee Plans”). Buyer shall ensure that each U.S. Transferring
          Employee (and their eligible dependents, as applicable) shall be immediately
          eligible to participate fully in and accrue benefits under Buyer Employee Plans
          applicable to similarly situated employees of Buyer or its Affiliates in the
          United States (“Buyer U.S. Employee Plans”) as of his or her
          Employment Transfer Date, and, for the twelve (12) month period following the
          Closing, at a cost to such U.S. Transferring Employee which is substantially
          similar in the aggregate to the cost to such U.S. Transferring Employee under
          similar Nortel U.S. Employee Plans immediately prior to his or her Employment
          Transfer Date, which cost amounts have been provided by NNI to Buyer. With
          respect to each U.S. Transferring Employee (and their eligible dependents, as
          applicable), Buyer shall cause all Buyer U.S. Employee Plans to waive any
          eligibility or waiting periods, evidence of insurability or pre-existing
          condition limitations with the exception of certain optional supplementary
plans           where special requirements may apply to all other similarly situated
employees           (e.g., group life insurance plans).  

















		    (6)        U.S.
Employment Offers shall remain open for acceptance by U.S. Employees for a
          period of seven (7) days.  







		    (7)        To
the extent that NNI or its Affiliates have previously performed a background
          investigation on a U.S. Employee, as set forth on Schedule 5.12(a)(xv),
          Buyer shall not, and shall not permit Buyer U.S. to, condition such U.S.
          Employee’s U.S. Employment Offer upon a background investigation. The U.S.
          Employee Offer may state that Buyer and Buyer U.S. have a drug testing program
          and that all employees are subject to such drug testing at the discretion of
          Buyer and/or Buyer U.S. once employed by Buyer U.S. U.S. Employees will not be
          required to serve a probationary period.  







		    (8)        NNI
and Buyer and their respective Affiliates shall work together in good faith           to
determine and coordinate the process of extending U.S. Employment Offers and
          communicating with U.S. Employees. Without limiting the generality of the
          foregoing, Buyer shall submit to NNI for review, prior to delivery of any U.S.
          Employment Offer, all data elements to be included in such offers and any other
          pertinent information relating to the offers.  







    (b)        U.S.
Leave Employees. If a U.S. Employee is on an NNI-approved leave of           absence
which is required by applicable Law when Employment Offers are           distributed to
U.S. Employees pursuant to Section I(a) (each, a           “U.S. Leave
Employee”), Buyer shall deliver an Employment Offer           to such U.S. Leave
Employee and employ such U.S. Leave Employee within ten (10)           Business Days
after receiving written notice from NNI or its Affiliates of such           person’s
release to return to work, provided that such release to return to           work occurs
prior to the end of the twelve (12) month period following the           Closing Date or
such longer period as required by applicable Law, including the           Uniformed
Services Employment and Reemployment Rights Act. NNI and Buyer and           their
respective Affiliates shall reasonably cooperate regarding returns to work           from
leave in respect of such U.S. Leave Employees.  



    (c)        Accrued
Vacation. NNI shall, or cause its appropriate Affiliate to, pay           the amount
of compensation due with respect to the accrued and unused vacation           days due
and owing to the U.S. Transferring Employees as of their respective           Employment
Transfer Dates no later than the date required under applicable Law.           In any
case, neither Buyer nor its Affiliates shall bear liability for accrued           and
unused vacation days due and owing to the U.S. Transferring Employees in
          respect of any time period during which a U.S. Transferring Employee was
          employed by NNI or its Affiliates.  



O - 2









         (d)       
          Workers’ Compensation. 



		    (1)        NNI
or its applicable Affiliate shall be responsible for any and all Liabilities
          for claims of U.S. Transferring Employees under applicable workers’          compensation
legislation for which NNI or its applicable Affiliate is legally           responsible
and which were existing as at, or accrued prior to the applicable           Employment
Transfer Date, including claims filed after the applicable Employment           Transfer
Date, but which are (A) based on accidents or injuries incurred during
          employment with NNI or its Affiliates or (B) determined by applicable
          worker’s compensation Law to relate to the period prior to the applicable
          Employment Transfer Date, but excluding any liabilities with respect to any
          reemployment obligations pursuant to such legislation in connection with U.S.
          Transferring Employees; and  







		    (2)        NNI
or its applicable Affiliate, subject to and in a manner consistent with
          applicable workers’ compensation Law, shall be responsible for any and all
          workers’ compensation assessments, penalties, fines, levies, charges,
          surcharges or other amounts for which it is legally responsible and which may
be           assessed with respect to U.S. Transferring Employees which are attributable
to           the period prior to the applicable Employment Transfer Date.  







         (e)       
          Delivery of Confirmation of Employment with Buyer. Not later than three
          (3) Business Days after each U.S. Transferring Employee commences employment
          with Buyer or its Affiliates, Buyer shall deliver or cause to be delivered to
          Sellers written confirmation that such employee has commenced employment with
          Buyer or its Affiliates. 



         (f)       
          Period Following Employment Transfer for U.S. Transferring Employees. 



		    (1)        For
a period of not less than twelve (12) months following the Closing, Buyer
          shall, and shall cause its Affiliates to (A) not change its Buyer U.S. Employee
          Plans in which U.S. Transferring Employees participate in a manner that would
          adversely affect the benefits to which such U.S. Transferring Employees are
          entitled to thereunder except for such change as is applied to employees of
          Buyer U.S. generally; and (B) maintain the annual base salary of each U.S.
          Transferring Employee unless Buyer or its Affiliates decides to reduce the base
          salary of its U.S. employees generally; provided, that no such reduction
          will exceed twenty (20) percent of such U.S. Transferring Employee’s
annual           base salary.  







		    (2)        For
a period of not less than twelve (12) months following the Closing, Buyer           shall
provide notice of termination and severance pay to any U.S. Transferring
          Employee that is substantially similar to that which such employee would have
          received under NNI’s severance plan, as in effect on the Closing Date,
          following the crediting of such U.S. Transferring Employee with service as
          provided in Section I(f)(3).  







		    (3)        Buyer
shall recognize the service date of each U.S. Transferring Employee, as           set out
in Schedule 5.12(a), for purposes of determining eligibility to
          participate in and to the extent applicable, vesting in and accruing benefits
          under the Buyer U.S. Employee Plans, and all other purposes, including with
          respect to the calculation of any compensation, benefit and/or long service
          award, and any severance, termination or retrenchment payment and membership,
          benefit accrual and entitlement to benefits under all of the Buyer U.S.
Employee           Plans which apply to the employees of Buyer or Buyer’s Affiliates
employed           in the United States.  







O - 3









		    (4)        Under
the vacation policy of Buyer, each U.S. Transferring Employee’s           vacation
accrual rate for a period of twelve (12) months after their Employment           Transfer
Date shall be the same as such U.S. Transferring Employee’s           vacation
accrual rate (i) as reflected in Schedule 5.12(a) under the           vacation
policy of Buyer following the crediting of such U.S. Transferring           Employee with
service as provided in Section I(f)(3). U.S. Transferring           Employees
whose annual vacation entitlement as set in Schedule 5.12(a)          exceeds Buyer’s
annual vacation entitlement after crediting service as           provided in Section
I(f)(3) will have their NNI vacation entitlement           grandfathered for a period
of twelve (12) months after their Employment Transfer           Date, after which time
Buyer’s vacation policy will apply in all respects.  







     II.    
          Employment Provisions for India Employees. 



         (a)       
          India Employment Offers. 



		    (1)        Within
one (1) Business Day after the later of (x) the approval of the U.S. Sale           Order
and (y) the approval of the Approval and Vesting Order, Buyer shall cause           its
designated Affiliate in India (“Buyer India”) to offer
          employment, commencing at the Closing Date, to each India Employee other than
an           India Leave Employee by means of a letter (each, an “India
Employment           Offer”). Except as expressly agreed otherwise by the
parties, Buyer           shall cause Buyer India to make each India Employment Offer to
each India           Employee on terms and conditions, with respect to           basic salary,  total
annual salary, allowances (including           HRA, LTA, phone, professional
development, medical, conveyance, mileage, special           allowance), provident fund,
gratuity, medical insurance, leave days, carry           forward of leave days and sick
days, annual incentive plan, public           holidays, working hours, notice period,
parental leave, group life           insurance and personal accident insurance,
not in any way less favourable           than the terms and conditions on which such
India Employee is employed by Nortel           India immediately prior to the Closing
Date and on such terms and conditions as           shall fulfill the requirements of
section 25FF of the Indian Industrial Disputes           Act 1947 so as to prevent
Sellers, Nortel India and all of Sellers’ other           Affiliates from incurring
any Liability for any additional notice and           compensation (in accordance with
Section 25F of the Indian Industrial Disputes           Act 1947) to any India Employee
who accepts an India Employment Offer; and  







		    (2)        To
the extent that any Seller or an Affiliate of any Seller has previously
          performed a background investigation on an India Employee, as set forth on Schedule
5.12(a)(xv), Buyer shall not, and shall not permit Buyer India           to,
condition such India Employee’s India Employment Offer upon a           background
investigation. The India Employee Offer may state that Buyer and           Buyer India
have a drug testing program and that all employees are subject to           such drug
testing at the discretion of Buyer and/or Buyer India once employed by           Buyer
India. India Employees will not be required to serve a probationary           period.  







O - 4









		    (3)        Prior
to the delivery of any India Employment Offer to any India Employee, Buyer
          shall cause Buyer India to submit to NNI for its review the individual India
          Employee data elements to be included in such India Employment Offer, as well
as           any additional information that Nortel reasonably requires to confirm that
each           such India Employment Offer complies with the terms of this Section
          II(a). Buyer shall cause Buyer India to deliver to India Employees such
          India Employment Offers accompanied by all necessary information that may be
          reasonably required or requested by an India Employee to allow such employee to
          understand such India Employment Offer. Buyer shall ensure that the India
          Employment Offers remain open without modification for at least seven (7)
          calendar days following such delivery date. Subject to the occurrence of the
          Closing and Section II(a)(2), Buyer shall cause Buyer India to employ
          India Employees accepting such India Employment Offers as of the Closing Date
on           the terms and conditions contemplated in this Section II. Sellers or
          Nortel India and Buyer and Buyer India shall work together in good faith to
          determine and coordinate the process of extending India Employment Offers and
          communicating with India Employees.  







         (b)       
          India Transferring Employees. India Employees who accept an India
          Employment Offer and commence employment with Buyer India pursuant to this
          Agreement are collectively be referred to hereinafter as “India
          Transferring Employees”. Not later than three (3) Business Days after
          each India Transferring Employee commences employment with Buyer India, Buyer
          shall deliver or cause to be delivered to Sellers written confirmation that such
          employee has commenced employment with Buyer India. 



         (c)       
          Period Following Employment Transfer Date. For a period of not less than
          twelve (12) months following the Closing Date, Buyer shall cause Buyer India to
          maintain compensation levels (including annual base salary together with
          additional amounts received for overtime eligibility and incentive compensation
          customarily received by such India Employee prior to his or her Employment
          Transfer Date), employee benefit plans and arrangements and other employment
          terms and conditions, with respect to basic salary,  total annual
          salary, allowances (including HRA, LTA, phone, professional development,
          medical, conveyance, mileage, special allowance), provident fund, gratuity,
          medical insurance, leave days, carry forward of leave days and sick days, annual
          incentive plan, public holidays, working hours, notice period,
          parental leave, group life insurance and personal accident insurance,
          with respect to each India Transferring Employee that are substantially similar,
          in the aggregate, to the compensation levels, employee benefit plans and
          arrangements and other employment terms and conditions which such India
          Transferring Employee enjoys in the employ of Nortel India immediately prior to
          the Employment Transfer Date and as required under the India Employment Offer as
          specified in Section II(a)(1). For the avoidance of doubt, nothing in the
          foregoing sentence will prevent Buyer or Buyer India from changing such employee
          benefit plans, in its sole discretion from time to time in the ordinary course
          of business, during such twelve (12) month period, provided that Buyer shall
          cause Buyer India to continue to provide India Transferring Employees with
          employee benefit plans and arrangements and other terms and conditions of
          employment that are substantially similar in the aggregate to the compensation
          levels, employee benefit plans and arrangements and other terms and conditions
          of employment required under the India Employment Offer as specified in
          Section II(a)(1). 



O - 5









         (d)       
          Vacation and Holidays. 



		    (1)        NNL
shall cause Nortel India to pay to each India Transferring Employee the           amount
of compensation due to such employee with respect to accrued and unused
          vacation days due and owing to such India Transferring Employee as of his or
her           Employment Transfer Date by the date required under applicable Law. In any
case,           neither Buyer nor Buyer India shall bear any liability for accrued and
unused           vacation days due and owing to the India Transferring Employees as of
their           Employment Transfer Date. Buyer shall cause Buyer India to honor any
vacation           time off with respect to an India Transferring Employee approved by a
manager of           Nortel India prior to the Employment Transfer Date; provided,
that such           India Transferring Employee provides evidence of such approval.  







		    (2)        Buyer
shall cause Buyer India to provide India Transferring Employees with an           annual
number of paid holidays that is equal to the annual number of paid           holidays
that Nortel India provided to the India Transferring Employees.  







         (e)       
          Recognition of Service. Buyer shall cause Buyer India to recognize the
          service date of each India Transferring Employee on the basis that their service
          has been continuous with Buyer India and has not been interrupted by such
          transfer for all purposes, including the calculation of any compensation,
          benefit, gratuity award and any severance, termination or retrenchment payment
          and membership, benefit accrual and entitlement to benefits under all of the
          Buyer Employee Plans which apply to the employees of Buyer or Buyer’s
          Affiliates employed in India (collectively, “Buyer’s India Employee
          Plans”). 



         (f)       
          Buyer’s India Employee Plans. Each India Transferring Employee (and
          their eligible dependents, as applicable) shall, as of his or her Employment
          Transfer Date, cease to accrue benefits under the Nortel Employee Plans
          applicable to India Employees (“Nortel’s India Employee
          Plans”). Buyer shall use its commercially reasonable efforts to cause
          each India Transferring Employee (and their eligible dependents, as applicable)
          to be immediately eligible to participate fully in and accrue benefits under
          Buyer’s India Employee Plans as of his or her Employment Transfer Date, and
          at a cost to such India Transferring Employee which is substantially similar in
          the aggregate to the cost to such India Transferring Employee under similar
          Nortel’s India Employee Plans immediately prior to his or her Employment
          Transfer Date, which cost amounts have been provided by NNI to Buyer. With
          respect to each India Transferring Employee (and their eligible dependents, as
          applicable), Buyer shall use its commercially reasonable efforts to cause such
          Buyer’s India Employee Plans to (i) waive any eligibility or waiting
          periods, evidence of insurability or pre-existing condition limitations with the
          exception of certain optional supplementary plans where special requirements may
          apply to all other similarly situated employees (e.g., group life
          insurance plans); and (ii) honor any deductible, co-payments, co-insurance or
          out-of-pocket expenses paid or incurred by such employees, including with
          respect to their eligible dependents, under comparable Nortel Employee Plans
          during the Buyer’s India Employee Plans plan year in which the Closing Date
          occurs, subject to such employee providing such information, explanation of
          benefits or documentation of expenses paid or incurred as Buyer may reasonably
          require. 



         (g)       
          Location. Buyer shall ensure that Buyer India does not assign such India
          Transferring Employee to a work location more than twenty-five (25) miles from
          such India Transferring Employee’s pre-Closing Date work location as set
          forth on Schedule 5.12(a) during the twelve (12) month period after the
          Closing Date without such employee’s voluntary consent. 



O - 6









         (h)       
          Gratuity Payments. Buyer shall be liable for and shall cause Buyer India
          to pay to the India Transferring Employees any gratuity payment (a
          “Gratuity Payment”) to which they are entitled in accordance
          with applicable Law with respect to terminations of employment subsequent to the
          Closing Date, which at a minimum shall be the India Employee Gratuity Accrual
          for such India Transferring Employee, as of his or her Employment Transfer Date,
          and pursuant to Section II(e) shall recognise the service of such
          employee with Nortel or Nortel India in the calculation of such Gratuity
          Payment. 



         (i)       
          India Employment Offer. Without prejudice to the foregoing, Buyer shall
          ensure that the India Employment Offers shall contain such terms as is
          reasonably necessary to enable the India Employees to understand that the
          obligations set out in the Industrial Disputes Act 1947, including without
          limitation the obligations set forth in Section 25FF are satisfied in accordance
          with Section II(a)(1). 



         (j)       
          Additional Terms of the India Employment Offers. Subject to and without
          limiting the generality of its obligations in this Section II, each India
          Employment Offer shall be based on the following terms: 



		    (1)        The
job position shall be the same or substantially similar position as that in
          which such India Employee is employed by Seller or Nortel India immediately
          prior to his or her Employment Transfer Date as set out in as set out in Schedule
5.12(a);  







		    (2)        The
base salary, flexible components of salary and the cost of contributions in
          respect of gratuity and to the Provident Fund in respect of each India Employee
          shall in the aggregate be no less favorable than the sums set out in Schedule
          5.12(a);  







		    (3)        Eligibility
for total target cash compensation including salary, allowances,           Gratuity,
Provident Fund and bonuses in respect of each India Employee shall be           no less
favorable in the aggregate to that which is set out with respect to such           India
Employee in Schedule 5.12(a); and  







		    (4)        Buyer
or Buyer India shall provide such other terms and conditions of employment           (e.g.,
gap payments) as are required for Buyer or Buyer India to satisfy           its covenant
to offer to each India Employee employment on terms and           conditions that
are no less favorable compared to the terms and conditions on           which such India
Employee is employed by Nortel India immediately prior to           the applicable
Employment Transfer Date.  







         (k)       
          India Leave Employees. If an India Employee is on a Nortel India-approved
          leave of absence which is required by applicable Law when India Employment
          Offers are distributed to India Employees pursuant to Section II(a)
          (each, a “India Leave Employee”), Buyer shall cause Buyer India
          to deliver an Employment Offer to such India Leave Employee and employ such
          India Leave Employee within ten (10) Business Days after receiving written
          notice from Seller or its Affiliates of such person’s release to return to
          work, provided that such release to return to work occurs prior to the end of
          the twelve (12) month period following the Closing Date or such longer period as
          required by applicable Law. The parties and their respective Affiliates shall
          reasonably cooperate regarding returns to work from leave in respect of such
          India Leave Employees. 



O - 7









     III.    
          Employment Provisions for Japan. 



         (a)       
          Japan Employment Offers. 



		    (1)        Within
one (1) Business Day after the later of (x) the approval of the U.S. Sale           Order
and (y) the approval of the Approval and Vesting Order,Buyer shall           cause
its designated Affiliate in Japan (“Buyer Japan”) to           offer
employment, commencing on the first Business Day following the Closing           Date, to
each Japan Employee other than a Japan Leave Employee, by means of a           letter
(each, a “Japan Employment Offer”). Buyer shall ensure           that
each Japan Employment Offer is on terms and conditions which in the           aggregate
are no less favorable to the applicable Japan Employee than those           under which
such Japan Employee is employed by Sellers’ applicable           Affiliate in Japan (“Nortel
Japan”) immediately prior to the           Closing Date. The Japan Employment
Offer also shall include a policy statement           of Buyer and Buyer Japan regarding
non-competition.  







		    (2)        To
the extent that any Seller or any Affiliate of any Seller has previously
          performed a background investigation on a Japan Employee, as set forth on Schedule
5.12(a)(xv), Buyer shall not, and shall not permit Buyer Japan           to,
condition such Japan Employee’s Japan Employment Offer upon a           background
investigation. The Japan Employee Offer may state that Buyer and           Buyer Japan
have a drug testing program and that all employees are subject to           such drug
testing at the discretion of Buyer and/or Buyer Japan once employed by           Buyer
Japan. Japan Employees will not be required to serve a probationary           period.  







		    (3)        Prior
to the delivery of any Japan Employment Offer to any Japan Employee, Buyer
          shall cause Buyer Japan to submit to Sellers for their review the individual
          Japan Employee data elements to be included in such Japan Employment Offer, as
          well as any additional information that Sellers reasonably require to confirm
          that each such Japan Employment Offer complies with the terms of this Section
          III. Buyer shall cause Buyer Japan to deliver to the Japan Employees such
          Japan Employment Offers accompanied by all necessary information that may be
          reasonably required or requested by a Japan Employee to allow such employee to
          understand such Japan Employment Offer. Buyer shall ensure that the Japan
          Employment Offers shall remain open without modification for at least seven (7)
          calendar days following such delivery date. Subject to the occurrence of the
          Closing and Section III(a)(2), Buyer shall cause Buyer Japan to employ
          Japan Employees accepting such Japan Employment Offers as of the Closing Date
on           the terms and conditions contemplated in this Section III. Sellers or
          Nortel Japan and Buyer and Buyer Japan shall work together in good faith to
          determine and coordinate the process of extending Japan Employment Offers and
          communicating with Japan Employees.  







         (b)       
          Japan Transferring Employees. Japan Employees who accept a Japan
          Employment Offer and commence employment with Buyer Japan pursuant to this
          Agreement shall collectively be referred to hereinafter as “Japan
          Transferring Employees”. Not later than three (3) Business Days after
          each Japan Transferring Employee commences employment with Buyer Japan, Buyer
          shall deliver or cause to be delivered to Sellers written confirmation that such
          employee has commenced employment with Buyer Japan. 



O - 8









         (c)       
          Period Following Employment Transfer. For a period of not less than
          twelve (12) months following the Closing Date, Buyer shall cause Buyer Japan to
          maintain compensation levels (including annual base salary together with
          additional amounts received for overtime eligibility and incentive compensation
          customarily received by such Japan Transferring Employee prior to his or her
          Employment Transfer Date), employee benefit plans and arrangements and other
          employment terms and conditions with respect to each Japan Transferring Employee
          that are substantially similar, in the aggregate, to the compensation levels,
          employee benefit plans and arrangements and other employment terms and
          conditions which such Japan Transferring Employee enjoys in the employ of Nortel
          Japan immediately prior to his or her Employment Transfer Date and as required
          under the Japan Employment Offer as specified in Section III(a)(1). For
          the avoidance of doubt, nothing in the foregoing sentence will prevent Buyer or
          Buyer Japan from changing such employee benefit plans, in its sole discretion
          from time to time in the ordinary course of business, during such twelve (12)
          month period provided that Buyer shall, and shall cause Buyer Japan to, continue
          to provide the Japan Transferring Employees employee benefit plans and
          arrangements and other terms and conditions of employment that are substantially
          similar in the aggregate to the compensation levels, employee benefit plans and
          arrangements and other terms and conditions of employment required under the
          Japan Employment Offer, as specified in Section III(a)(1). 



         (d)       
          Vacation, Leave and Holidays. 



		    (1)        NNL
shall cause Nortel Japan to pay to each Japan Transferring Employee the           amount
of compensation due to such employee with respect to the accrued and           unused
vacation days due and owing to such Japan Transferring Employee as of his           or
her Employment Transfer Date by the date required under applicable Law. In           any
case, neither Buyer nor Buyer Japan shall bear any liability for accrued and
          unused vacation days due and owing to the Japan Transferring Employees as of
          their Employment Transfer Date. Buyer shall cause Buyer Japan to honor any
          vacation time off with respect to a Japan Transferring Employee approved by a
          manager of Nortel Japan prior to the Employment Transfer Date; provided          that
such Japan Transferring Employee provides evidence of such approval.  







		    (2)        Buyer
shall cause Buyer Japan to provide Japan Transferring Employees with an           annual
number of paid holidays that is equal to the annual number of paid           holidays
that Nortel Japan provides to the Japan Transferring Employees.  







         (e)       
          Buyer’s Japan Employee Plans. Buyer shall use commercially
          reasonable efforts to cause each Japan Transferring Employee (and their eligible
          dependents, as applicable) to be immediately eligible to participate fully in
          and accrue benefits under Buyer Employee Plans applicable to the employees of
          Buyer Japan (“Buyer’s Japan Employee Plans”) as of the
          applicable Employment Transfer Date. 



O - 9









         (f)       
          Location. Buyer shall ensure that Buyer Japan does not assign any Japan
          Transferring Employee to a work location more than twenty-five (25) miles from
          such Japan Transferring Employee’s pre-Closing Date work location as set
          forth in Schedule 5.12(a) during the twelve (12) month period after the
          Closing Date without such employee’s voluntary consent. 



         (g)       
          Additional Terms of the Japan Employment Offers. Subject to and without
          limiting the generality of its obligations in this Section III, each
          Japan Employment Offer shall be based on the following terms and conditions: 



		    (1)        The
job position shall be the same or substantially similar position as that in
          which such Japan Employee is employed by Nortel Japan immediately prior to his
          or her Employment Transfer Date, as set out in Schedule 5.12(a);  







		    (2)        The
base salary, cashable allowances including commuter allowances, pension and
          termination entitlements, total and permanent disability insurance, annual
leave           benefits and sick leave benefits, notice in respect of each Japan
Employee shall           in the aggregate be no less favorable than the sums set out in
Schedule           5.12(a);  







		    (3)        Eligibility
for bonuses including sales incentive plans in respect of each Japan           Employee
shall be no less favorable in the aggregate to that which is set out           with
respect to such Japan Employee in Schedule 5.12(a);  







		    (4)        Buyer
or Buyer Japan shall provide such other terms and conditions of employment           (e.g.,
gap payments) as are required for Buyer or Buyer Japan to satisfy           its covenant
to offer to each Japan Employee employment on terms and           conditions that
are no less favorable compared to the terms and conditions on           which such Japan
Employee is employed by Nortel Japan immediately prior to           the applicable
Employment Transfer Date; and  







		    (5)        NNL
shall cause Nortel Japan to pay the amount of resignation/ termination
          benefits, including retirement allowances, due and owing to the Japan
          Transferring Employees upon their resignation from Nortel Japan which will
occur           as of his or her Employment Transfer Date. In any case, neither Buyer nor
Buyer           Japan shall bear any liability for accrued retirement allowances or
resignation           amounts due and owing to the Japan Transferring Employees as of
their Employment           Transfer Date.  







    (h)        Japan
Leave Employees. If a Japan Employee is on a Nortel Japan-approved           leave of
absence which is required by applicable Law when Employment Offers are
          distributed to Japan Employees pursuant to Section III(a) (each, a
          “Japan Leave Employee”), Buyer shall deliver a Japan
Employment           Offer to such Japan Leave Employee and employ such Japan Leave
Employee within           ten (10) Business Days after receiving written notice from
Seller or its           Affiliates of such person’s release to return to work,
provided that such           release to return to work occurs prior to the end of the
twelve (12) month           period following the Closing Date or such longer period as
required by           applicable Law. Sellers and Buyer and their respective Affiliates
shall           reasonably cooperate regarding returns to work from leave in respect of
such           Japan Leave Employees.  



O - 10









     IV.    
          Additional Employees. 



         (a)       
          If Buyer and Sellers agree that any employee of Sellers or their Affiliates not
          listed on Schedule 5.12(a) whose work location is in India, Japan or the
          United States is to be offered employment by Buyer or an Affiliate of Buyer,
          such employee shall constitute an India Transferring Employee, Japan
          Transferring Employee or U.S. Transferring Employee, as applicable, and the
          provisions set forth in Section I, II or III of this
          Exhibit O, as applicable, shall apply to such employee. 



         (b)       
          If Buyer and Sellers agree that any employee of Sellers or their Affiliates
          listed on Schedule 5.12(a) with a work location other than in India,
          Japan or the United States is to be offered employment by Buyer or an Affiliate
          of Buyer, such employee shall receive an offer of employment on terms and
          conditions as agreed to by Buyer and Sellers and as shall fulfill the
          requirements of all applicable Laws and customary employment practices in such
          jurisdiction. 



     V.    
          No Additional Rights. 



         (a)       
          No Third Party Beneficiaries. Nothing in this Exhibit O, expressed
          or implied, shall confer upon any current or former director, officer, employee,
          independent contractor, agent, or other service provider to any Seller or its
          Affiliates (including the Transferring Employees and other personnel of the
          Business) any rights or remedies (including any right to employment or continued
          employment for any specified period) of any nature or kind whatsoever, under or
          by reason of this Exhibit O. It is expressly agreed that the provisions
          of this Exhibit O are not intended to be for the benefit of or otherwise
          be enforceable by, any third party, including any Transferring Employees or
          other personnel of the Business. 



         (b)       
          No Guarantee of Employment. Nothing in this Exhibit O, expressed
          or implied, shall confer upon any current or former director, officer, employee,
          independent contractor, agent, or other service provider to any Seller or its
          Affiliates (including the Transferring Employees and other personnel of the
          Business) any rights to continued employment with Buyer or Buyer U.S. or any
          Affiliate of Buyer or Buyer U.S., or in any way restrict the right of Buyer,
          Buyer U.S. or any Affiliate of Buyer or Buyer U.S. to terminate the employment
          of any such individual. For the sake of clarity, nothing in this Exhibit
          O shall constitute a waiver of any rights that a Business Employee may have
          pursuant to applicable Law. 



O - 11









EXHIBIT P  



NNUK AND EMEA SELLER
PROVISIONS 



Capitalized terms used but not
defined in this Exhibit P shall have the meanings ascribed thereto in the
Agreement. 



         1.       
          Sale and Transfer of Assets. Upon the terms and subject to the conditions
          set forth in this Exhibit P, at the Closing, each EMEA Seller shall sell,
          transfer, assign, convey and deliver to Buyer (or Affiliates of Buyer), and
          Buyer (or Affiliates of Buyer) shall purchase, acquire and accept from the
          applicable EMEA Seller on an “as-is” basis, whatever right, title and
          interest that such EMEA Seller may have (if any) to the following properties,
          rights and assets (but in all cases excluding the Excluded Assets), as and to
          the extent existing on the Closing Date (the “EMEA Acquired
          Assets”): 



		    (a)        the
Tangible Property set forth on Schedule P(1)(a) that is owned by such
          EMEA Seller (collectively, “EMEA Tangible Property”);  







		    (b)        all
Specified Inventory (whether located at a business facility, in the           possession
of any contract manufacturer, or at any other location in the supply           chain of
such EMEA Seller or its Affiliates) owned by the EMEA Seller and           exclusively
relating to the Business (collectively, “EMEA           Inventory”);  







		    (c)        subject
to Section 5, (i) the Contracts set forth on Schedule           P(1)(c) to
which such EMEA Seller is a party (which relate exclusively to           the Business),
(ii) any New Exclusive Service Contracts (including any renewals           of existing
Exclusive Service Contracts) to which such EMEA Seller is a party           and (iii) any
other Contract to which such EMEA Seller is a party, the entry           into of which
Buyer consents to in accordance with Section 7.7 of the Agreement           (which
additional Contracts shall be set forth on the updated Schedule           P(1)(c) delivered
at Closing) (collectively, “EMEA Business           Contracts”);  







		    (d)        to
the extent capable of transfer lawfully without consent or to the extent all
          required consents to transfer lawfully have been obtained, (i) the Intellectual
          Property Assets, to the extent owned by such EMEA Seller, set forth on Schedule
          2.1(d) to the Agreement and (ii) to the extent not covered by Section
          1(d)(i), the Intellectual Property Assets (if any) owned by such EMEA
Seller           that are (x) used in Products as of the Closing Date and (y) have never
been           used in any other commercial products of any EMEA Seller, any other Seller
          and/or its Affiliates, in each case including all Intellectual Property Rights
          therein and the goodwill associated therewith and all rights to sue for past,
          present or future infringement and to collect and retain all damages and
profits           relating to the foregoing (collectively, the “EMEA Business
Intellectual           Property”; for the sake of clarity, no Prior Existing IP
shall be           deemed to be EMEA Business Intellectual Property); provided,
that in the           case of Intellectual Property Assets and Intellectual Property
Rights that           constitute patents, patent applications, domain names and websites,
inventions           and/or invention disclosures, only those patents, patent
applications, domain           names and websites, inventions and invention disclosures
specifically listed on           Schedule 2.1(d) shall constitute EMEA Business
Intellectual Property and (to the           extent the EMEA Sellers have title, if any)
be assigned;  

















		    (e)        to
the extent capable of transfer lawfully without consent or to the extent all
          required consents to transfer lawfully have been obtained, the Prior Existing
IP           (if any), to the extent owned by such EMEA Seller, together with all
          Intellectual Property Rights therein and the goodwill associated therewith and
          all rights to sue for past, present or future infringement and to collect and
          retain all damages and profits relating to the foregoing (collectively,
          “EMEA Prior IP”); provided, that none of this Section
          1(e), the assignment of the EMEA Prior IP to Buyer or anything else in the
          Agreement, including this Exhibit P, shall obligate any EMEA Seller or
          its representatives to (x) create, recreate, improve, prepare, develop or
          acquire any Intellectual Property Assets or Intellectual Property Rights that
          would otherwise be, or (y) document, create any physical or electronic
          embodiment not then existing of, or otherwise put into tangible form, any EMEA
          Prior IP, other than making copies of existing documents or files for delivery
          to Buyer.  







		    (f)        without
prejudice to (x) Sections 1(d) or 1(e) (with respect to           the right
to sue for past, present or future infringement, and to collect and           retain all
damages and profits relating to the EMEA Business Intellectual           Property or the
EMEA Prior IP in respect of such infringement) and (y) Section 1(i), all claims,
demands, deposits, causes of action, choses in           action, rights of recovery,
rights of set-off and rights of recoupment, in each           case owned by such EMEA
Seller and in each case relating exclusively to the           operation of the Business
after the Closing by Buyer (other than those related           to Excluded Assets);  







		    (g)        to
the extent capable of transfer lawfully without consent or to the extent all
          required consents to transfer lawfully have been obtained, all refunds and
          rebates, the rights to which are currently held by such EMEA Seller, relating
          exclusively to the operation of the Business after the Closing by Buyer;  







		    (h)        all
sales literature, promotional literature and any other sales, advertising,
          marketing or promotional materials of such EMEA Seller that relate exclusively
          to the Products (to the extent such Products are transferred);  







		    (i)        subject
to Section 5, all rights under EMEA Business Contracts to the           extent
that such rights relate to non-competition, confidentiality or           non-solicitation
obligations, whether relating to periods prior to or following           the Closing;  







		    (j)        to
the extent capable of transfer lawfully without consent or to the extent all
          required consents to transfer lawfully have been obtained, all rights of such
          EMEA Seller under or pursuant to all warranties, representations and guarantees
          made by suppliers, manufacturers and contractors relating directly to (i) EMEA
          Business Inventory, (ii) Product returns purchased by Buyer after Closing
          pursuant to Section 9.10 of the Agreement, (iii) the EMEA Business Tangible
          Property or (iv) products sold by such EMEA Seller in respect of which Buyer is
          obligated to fulfill warranty obligations pursuant to the Master Purchase
          Agreement; and  







P - 2









		    (k)        subject
to Section 6, copies of all general and financial records,           ledgers,
sales invoices, files, books and documents, correspondence and other           files and
records, including customer lists and sales records, of such EMEA           Seller
pertaining exclusively to the Products or the assets and rights           transferred to
Buyer (to the extent those Products or assets and rights are           transferred)
pursuant to the above paragraphs (a) through (k) of this Section           1 (the
“EMEA Business Records”).  







Notwithstanding the foregoing, the
EMEA Sellers may retain and use in appropriate circumstances originals or copies of any
Contracts, documents, books and records: (i) that relate, in whole or in part, to assets
other than the Acquired Assets or the EMEA Acquired Assets and/or activities of the EMEA
Sellers or any of their Affiliates other than the Business, (ii) that are required to be
retained pursuant to any legal requirement or are reasonably necessary, for financial
reporting purposes or for Tax purposes or (iii) that otherwise are used in connection with
the EMEA Excluded Liabilities. 



         2.       
          Excluded Assets. 



		    (a)        Notwithstanding
anything to the contrary contained in Section 1 or           elsewhere in this Exhibit
P or the Agreement, all properties, rights and           assets of each EMEA Seller
not expressly described in Section 1          (collectively, the “EMEA
Excluded Assets”) are not part of the           sale and purchase contemplated
hereunder, are excluded from the EMEA Acquired           Assets and shall remain the
property of each EMEA Seller after the Closing.           Without limiting the foregoing,
the EMEA Excluded Assets include the assets,           properties, contracts and rights
described in Section 2.2 of the Agreement,           mutatis mutandis.  







		    (b)        The
Joint Administrators shall have the option at any time (but in no event           within
five (5) Business Days of the Closing Date (and the Main Sellers shall           give the
Joint Administrators at least 10 days’ prior notice in writing of           their
expected Closing Date)) between signing of the Agreement and Closing to           remove
all or any portion of the EMEA Tangible Property and/or EMEA Inventory           from the
category of EMEA Acquired Assets (so that such assets shall be treated           as EMEA
Excluded Assets) by written notice to the Buyer identifying which EMEA           Tangible
Property and/or EMEA Inventory is to be excluded, and the effect of           such notice
shall be that the Joint Administrators:  







		    (i)        shall
not have any obligation to sell the EMEA Tangible Property and/or EMEA
               Inventory set out in such notice; and  







		    (ii)        Sections
1(a), 1(b), 1(g), 1(h) and 1(j) of this Exhibit P                shall
be deemed not to apply in respect of the EMEA Tangible Property and/or
               EMEA Inventory notified to the Buyer as having been excluded.  







         3.       
          Assumed Liabilities. Subject to the terms and conditions set forth in
          this Agreement, at the Closing, Buyer shall assume (for the benefit of the
          relevant EMEA Seller and, for the benefit of the Joint Administrators) and
          thereafter pay, perform and discharge when due, the following Liabilities (the
          “EMEA Assumed Liabilities”): 



		    (a)        all
Liabilities under or arising from any EMEA Business Contract, other than any
          Liability arising under any EMEA Business Contract as a result of a breach,
          default or wrongful failure on the part of any EMEA Seller or its Affiliates to
          perform any covenant or obligation under such EMEA Business Contract required
to           be performed by it prior to the Closing;  







P - 3









		    (b)        all
Liabilities for or in respect of Taxes (other than Income Taxes) (i) that           are
the responsibility of Buyer pursuant to Section 9.1 of the Agreement or (ii)           in
connection with the operation of the Business or in respect of the EMEA
          Acquired Assets with respect to periods (or portions thereof) beginning on or
          after the Effective Time;  







		    (c)        all
Liabilities with respect to defective Product claims and product liability
          claims and causes of action arising with respect to (i) products shipped or
sold           by or on behalf of Buyer or its Affiliates from or after the Closing and
(ii)           Product returns purchased by Buyer pursuant to Section 9.10 of the
Agreement           (but only to the extent of Buyer’s obligation to purchase such
Product           returns pursuant to Section 9.10 of the Agreement); and  







		    (d)        all
Liabilities relating to Buyer’s and its Affiliates’ ownership or           use
of the EMEA Acquired Assets, or the conduct or operation of the Business, or
          the activities of Buyer and its Affiliates in connection with the EMEA Acquired
          Assets or the Business after the Closing.  







         4.       
          Liabilities Not Assumed. Notwithstanding anything contained in this
          Exhibit P or elsewhere in the Agreement to the contrary, Buyer does not
          assume or agree or undertake to pay, satisfy, discharge or perform in respect
          of, and will not be deemed by virtue of the execution and delivery of the
          Agreement or any Transaction Documents or other document delivered at the
          Closing pursuant to the Agreement, or as a result of the consummation of the
          Transactions, to have assumed, or to have agreed to pay, satisfy, discharge or
          perform in respect of, any Liabilities of any EMEA Seller in any way relating to
          the Business other than those Assumed Liabilities described in Section 3,
          including the following (collectively, the “EMEA Excluded
          Liabilities”): 



		    (a)        except
as set forth in Section 3(b), all Liabilities of any EMEA Seller           or its
Affiliates for Taxes but including (i) Taxes that are the responsibility           of the
relevant EMEA Seller pursuant to Section 9.1 of the Agreement and (ii)           all
Taxes arising out of the operations of the Business (including ownership of           the
EMEA Acquired Assets) with respect to transactions occurring prior to or
          periods (or portions thereof) ending prior to the Effective Time;  







		    (b)        all
Liabilities of any EMEA Seller under this Agreement or any other Transaction
          Document to which it is party;  







		    (c)        all
Liabilities for legal, accounting and audit fees and any other expenses
          incurred by any EMEA Seller in connection with this Agreement, any other
          Transaction Document or consummation of the Transactions, including any fees,
          expenses or other payments incurred or owed by any EMEA Seller to any agent,
          broker, investment banker or other firm or Person retained or employed by any
          EMEA Seller in connection with the Transactions;  







		    (d)        all
Liabilities of any EMEA Seller, to the extent relating to the EMEA Excluded
          Assets;  







P - 4









		    (e)        except
as provided in Section 3(c) and/or as specified in the Master           Purchase
Agreement, all Liabilities with respect to defective product claims and           product
liability claims and causes of action arising with respect to Products           shipped
by any EMEA Seller prior to Closing;  







		    (f)        all
Liabilities of any EMEA Seller under or arising from the VSS Products prior           to
the Closing Date, including claims relating to warranty obligations or other
          Liabilities under or arising from Contracts to which any EMEA Seller is a party
          that have been entered into prior to the Closing Date with respect to VSS
          Products; provided, that Buyer and the other Buyer Entities shall be
          responsible for all Liabilities with respect to any implementation of the
          features or functionality of the VSS Products in whatsoever manner implemented
          by Buyer or its Affiliates, in accordance with Section 3(d), from and
          after the Closing;  







		    (g)        all
Liabilities relating to any EMEA Seller’s ownership or use of any EMEA
          Acquired Assets, or the conduct or operation of the Business, or the activities
          of any EMEA Seller in connection with the EMEA Acquired Assets or the Business
          prior to the Closing, to the extent not an Assumed Liability; and  







		    (h)        all
Liabilities relating to any other assets, operations, products, businesses           or
activities of any EMEA Seller that are not part of the Business.  







         5.       
          EMEA Business Contracts. 



		    (a)        Nonassignable
Contracts. In the event any EMEA Business Contract cannot           be assigned
(whether pursuant to any applicable Law or the terms of such EMEA           Business
Contract), then as of the Closing, this Agreement, to the extent           permitted by
Law and the terms of such EMEA Business Contract, shall constitute           a full and
equitable assignment by the applicable EMEA Seller to Buyer of all of           the
applicable EMEA Seller’s right, title and interest in and to, and all           of
the applicable EMEA Seller’s Liabilities under, such EMEA Business
          Contract, and Buyer shall be deemed the applicable EMEA Seller’s agent for
          purpose of completing, fulfilling and discharging all of the applicable EMEA
          Seller’s Liabilities thereunder. The parties shall, in the case of Buyer
          take all necessary steps and actions and in the case of the EMEA Sellers, take
          all such steps as are reasonable to provide Buyer with the benefits of such
EMEA           Business Contract, and to relieve the applicable EMEA Seller of the
performance           and other obligations thereunder, including entry into subcontracts
for the           performance thereof provided that:  







		    (i)        nothing
in this Agreement shall operate to assign any EMEA Business Contract to
               the extent that to do so would result in a breach of the terms of that
contract;  







		    (ii)        all
(but not some only) of the Liabilities arising under the relevant EMEA
               Business Contract are assigned;  







		    (iii)        the
performance of any actions pursuant to this Section 5 itself will not
               force the Joint Administrators to stay in office longer than they would
have                otherwise;  







P - 5









		    (iv)        any
cost of actions carried out pursuant to this Section 5 are at the
               EMEA Seller’s expense if the EMEA Seller in its sole discretion
considers                such expense reasonable but not otherwise, in which case such
costs shall be at                the expense of the Buyer; and  







		    (v)        any
documents that the EMEA Sellers and/or the Joint Administrators are required
               to enter into in order to give effect to this Section 5 contain
such                exclusions of liability of the Joint Administrators necessary as to
be                consistent with this Exhibit P;  







         6.       
          EMEA Business Records. Sections 9.2 and 9.4 (a) and (b) of the Agreement
          apply equally for the benefit of the Joint Administrators and it is agreed that
          (x) such rights extend for the benefit of any subsequently appointed liquidator
          of the EMEA Sellers and (y) in addition to the matters listed in Section
          9.4(a)(i) and 9.4(a)(ii) of the Agreement, Section 9.4(a) of the Agreement shall
          apply where the EMEA Sellers, the Joint Administrators or any liquidator require
          access for purpose of facilitating the administration, winding up or liquidation
          of any of the EMEA Sellers. 



         7.       
          Acknowledgement Regarding Exploitation Rights. Each EMEA Seller hereby
          acknowledges and irrevocably agrees (a) that any and all of their rights to the
          Business Intellectual Property, EMEA Business Intellectual Property, Prior
          Existing IP and EMEA Prior IP (including pursuant to any agreement among Sellers
          and their Affiliates) shall terminate effective as of the Closing Date, except
          to the extent set forth in the IP License Agreement and (b) to the entry into
          and the licensure of the Licensed IP to Buyer pursuant to the IP License
          Agreement. 



         8.       
          No Separate Consideration; Allocations. There shall be no separate
          consideration for the EMEA Acquired Assets other than the payment of the
          Purchase Price set forth in Section 3.1 of the Agreement. Sections 3.2 and 3.3
          of the Agreement shall apply to the sale of the EMEA Acquired Assets, the EMEA
          Sellers and Buyer, mutatis mutandis, together with the other Sellers and
          the other Transferring Parties. 



         9.       
          Further Assurances: Section 2.5 of the Agreement shall apply to the EMEA
          Sellers and Buyer, mutatis mutandis, except that: 



		    (a)        the
EMEA Sellers shall only be required to take such action as are reasonable           and
shall not be required to cause any other entity (including any Transferring
          Party) to take any actions;  







		    (b)        the
performance of any actions pursuant to Section 2.5 of the Agreement itself           will
not force the Joint Administrators to stay in office longer than they would
          have otherwise;  







		    (c)        any
cost of actions carried out pursuant to Section 2.5 of the Agreement is at           the
EMEA Seller’s expense if the EMEA Seller in its sole discretion           considers
such expense reasonable but not otherwise in which case such costs           shall be at
the expense of the Buyer,  







P - 6









		    (d)        any
documents to be entered into by the EMEA Sellers and/or the Joint
          Administrators pursuant to this Section 9 must contain such exclusions
of           liability of the Joint Administrators necessary as to be consistent with
this Exhibit P. 







         10.       
          Delivery of the EMEA Acquired Assets; Passing of Title and Risk. Section
          4.4 (a) and (c) of the Agreement shall apply to the EMEA Acquired Assets, the
          EMEA Seller and the Buyer, mutatis mutandis. 



         11.       
          No Encumbrances. Each EMEA Seller represents and warrants that since the
          Petition Date the Joint Administrators have not themselves created any
          encumbrance in relation to or over any of the EMEA Acquired Assets and that so
          far as the Joint Administrators themselves are aware, the Joint Administrators
          have not received any notice that there exists any encumbrance in relation to or
          over any of the EMEA Acquired Assets. 



         12.       
          No Other Representations. Save as set forth in Section 11, all
          representations, warranties and conditions express or implied and whether
          statutory or otherwise are expressly excluded (including, without limitation,
          representations and warranties relating to rights to dispose of any of the EMEA
          Acquired Assets, freedom from encumbrances, quiet possession, merchantable or
          satisfactory quality, fitness for purpose, description and whether the EMEA
          Acquired Assets or any of them whether on their own or together with the
          Acquired Assets are sufficient to conduct the Business) in relation to the sale
          of the EMEA Acquired Assets. The Buyer acknowledges that it has received its own
          professional advice and has formed its own opinion as to (x) the quality, state
          and condition of the EMEA Acquired Assets and (y) the possibility that the Buyer
          may not acquire title (legal and/or beneficial) to all or any of the EMEA
          Acquired Assets and agrees that the terms and conditions of this Exhibit
          P and the exclusions which it contains are fair and reasonable in the
          context of a sale by companies in administration. 



         13.       
          Pre-Closing Covenants. 



		    (a)        Sections
7.4, 7.6, 7.7, 7.8 and 7.10 of the Agreement shall apply to the EMEA           Acquired
Assets, the EMEA Sellers and Buyer, mutatis mutandis except           that, in the
case of Section 7.4 of the Agreement, the references to Monitor           shall be a
reference to the Joint Administrators;  







		    (b)        From
the date hereof through the Closing Date, except as may be required in
          connection with or as a result of the Bankruptcy Proceedings and except to the
          extent inconsistent with the duties of the Joint Administrators and the
          objectives of the administration of the EMEA Sellers, the EMEA Sellers will use
          commercially reasonable efforts to:  







		    (i)        operate
the Business only in the ordinary course of business consistent with                past
practice.  







		    (ii)        not
dispose of the EMEA Acquired Assets and the business organization of the
               Business;  







		    (iii)        cause
all transactions between Sellers and third parties relating to the
               Business to take place on arm’s length terms; and  







		    (iv)        comply,
in all material respects, with all Laws and Orders applicable to the
               Business.  







P - 7









		    (c)        Without
limiting the generality of the foregoing and subject to the same           provisos as
stated in Section 13(b), from the date hereof through the           Closing Date
the EMEA Sellers shall not without the prior written consent of           Buyer (other
than with respect to Section 13(b)(v), for which Buyer shall           have no
right of prior written consent):  







		    (i)        sell,
lease or transfer any assets or rights which would be included in the
               Acquired Assets or the Licensed IP, unless in the ordinary course of
business                consistent with past practice;  







		    (ii)        purchase
additional Inventory exclusively relating to the Business unless
               contractually obligated to do so or to replenish a specific type of
Inventory                exclusively relating to the Business for which it is necessary
to fill orders or                otherwise in the ordinary course of business consistent
with past practice;  







		    (iii)        amend,
modify or terminate any EMEA Business Contract, except in the ordinary
               course of business consistent with past practice;  







		    (iv)        sell,
assign, transfer, abandon or fail to maintain, (A) except in the ordinary
               course of business consistent with past practice, license or sublicense,
or (B)                except in the ordinary course of business consistent with past
practice, enter                into, amend or terminate any Contract with respect to, any
EMEA Business                Intellectual Property; or  







		    (v)        modify
any pricing or discount terms with respect to the Products or services of
               the Business other than in the ordinary course of business consistent with
past                practice.  







         14.       
          No Separate Closing or Closing Conditions; Termination. The closing of
          the sale of the EMEA Acquired Assets shall occur simultaneous with the Closing.
          There shall be no conditions applicable to the closing of the sale of the EMEA
          Acquired Assets in addition those conditions to the Closing set forth in Article
          VIII of the Agreement. This Exhibit P shall automatically terminate in
          the event that the Agreement terminates, without further action or documentation
          needed on the part of any party. 



         15.       
          Post-Closing Covenants. Sections 9.1, 9.2, 9.5, 9.8, 9.10, 9.11, 9.13,
          and 9.20 of the Agreement shall apply to the EMEA Acquired Assets, the EMEA
          Sellers and Buyer, mutatis mutandis, except that: 



		    (a)        in
relation to Section 9.1 of the Agreement, the liability of each EMEA Seller           (if
any) shall be limited to the appropriate proportion of Transfer Taxes (as
          calculated under Section 9.1 of the Agreement) incurred in connection with the
          purchase and sale of the EMEA Acquired Assets sold by that EMEA Seller;  







		    (b)        in
relation to Section 9.11 of the Agreement, the EMEA Sellers only obligations
          shall be (x) to redirect or forward relevant communications that are received
by           the Joint Administrators and (y) to instruct their employees to redirect or
          forward any relevant communications that are received by them;  








P - 8









		    (c)        in
relation to Section 9.13 of the Agreement, the EMEA Sellers shall only be
          required to provide such co-operation and assistance to the extent that (x)
they           actually hold sufficient relevant information to allow them to do so and
(y) it           is reasonable for the Buyer to consider that their co-operation and
assistance           is required; and  







		    (d)        in
relation to Sections 9.1(a)(i) and 9.1(a)(ii) of the Agreement, references to
          “NNI” shall be taken instead to be references to the relevant EMEA
          Seller.  







         16.       
          Break-Up Fee and Expense Reimbursement. The EMEA Sellers shall be
          responsible for their portion of any Break-Up Fee or Expense Reimbursement
          payable in accordance with Section 10.2 of the Agreement. 



    17.        Confidentiality.  



		    (a)        Each
EMEA Seller shall keep confidential in accordance with such EMEA           Seller’s
standards for protecting its own confidential information, and           shall not use or
disclose to any other Person (other than its Affiliates and its           and their
officers, directors, employees, agents and representatives), any           Business
Confidential Information, except as permitted by this Agreement. Each           EMEA
Seller shall only disclose Business Confidential Information to (x) its or           its
Affiliates’ officers, directors, employees, agents, auditors, lenders,
          consultants and other representatives who are legally bound by a
confidentiality           obligation to a Seller or its Affiliates no less protective of
the Business           Confidential Information than that contained in this Section
17(a) and           who have a bona fide need to access the Business Confidential
Information           consistent with Sellers’ rights under this Agreement; and (y)
the Joint           Administrators who shall keep such Business Confidential Information
          confidential.  







		    (b)        Each
EMEA Seller shall keep confidential in accordance with such EMEA           Seller’s
standards for protecting its own confidential information, any           Non-Exclusive
Confidential Information; provided, that nothing in this Agreement           shall
prevent or limit in any way whatsoever the right of an EMEA Seller or its
          Affiliates to utilize or disclose the Non-Exclusive Confidential Information,
          without need to obtain consent therefor from Buyer, or otherwise impose
          obligations on such EMEA Seller or its Affiliates in respect of Non-Exclusive
          Confidential Information other than what such EMEA Seller or its Affiliates
          would otherwise undertake for Seller Confidential Information.  







		    (c)        Buyer
shall, and shall cause its Affiliates to, keep confidential in accordance           with
Buyer’s standards for protecting its own confidential information, and
          shall not use or disclose to any other Person (other than its Affiliates and
its           and their officers, directors, employees, agents and representatives), any
          Seller Confidential Information, except as permitted by this Agreement. Buyer
          shall only disclose Seller Confidential Information to its or its
          Affiliates’ officers, directors, employees, agents, auditors, lenders,
          consultants and other representatives who are legally bound by a
confidentiality           obligation to Buyer or its Affiliates no less protective of the
Seller           Confidential Information than that contained in this Section 17 and who
have a           bona fide need to access the Seller Confidential Information consistent
with           Buyer’s rights under this Agreement.  







P - 9









		    (d)        Notwithstanding
anything to the contrary in this Section, any party may disclose           Confidential
Information:  







		    (i)       if
and to the extent such Confidential Information is required by subpoena or
          Order to be disclosed;  







		    (ii)       to
a Governmental or Regulatory Body;  







		    (iii)       pursuant
to any Bankruptcy Proceeding;  







		    (iv)       to
the extent such disclosure is otherwise required by applicable Law or
          requirement of any stock exchange on which the shares or stock of the Person in
          question are listed;  







		    (v)       in
connection with a party’s exercise and enforcement of any rights or
          remedies provided under this Agreement; or  







		    (vi)       to
the extent such disclosure is required for financial or tax reporting           purposes
of the applicable party or its Affiliates.  







		    (e)        If
any Person is requested or required (by subpoena, court order or similar
          process) to disclose any Confidential Information as provided in Section
          17(d)(i), the Person from which the disclosure is sought shall (i) provide
          the applicable party with prompt written notice of such request or requirement
          and (ii) make reasonable efforts to cooperate with the applicable party so that
          such party may seek a protective order or other appropriate remedy or
          protection. If such protective order or other remedy or protection is not
          obtained, or the applicable party waives compliance with the provisions of this
          Agreement, the Person from which the disclosure is sought shall use reasonable
          efforts to disclose only that portion of the Confidential Information that is
          legally requested or required to be disclosed.  







		    (f)        The
Joint Administrators shall be at liberty to disclose the terms of this
          Agreement to any court or to any liquidator and to any of their officers and
          representatives and show appropriate figures in their administration records,
          accounts and returns.  







		    (g)        Nothing
in this Section 17 shall prevent the EMEA Sellers or their           Affiliates
from disclosing either Business Confidential Information or           Non-Exclusive
Confidential Information to other prospective purchasers of the           Business that
have executed a confidentiality agreement with an EMEA Seller or           an Affiliate
thereof.  







         18.       
          Joint Administrators. 



		    (a)        Notwithstanding
that this Agreement shall have been signed by the Joint           Administrators both in
their capacities as joint administrators of the EMEA           Sellers for and on behalf
of the EMEA Sellers and in their personal capacities,           it is hereby expressly
agreed and declared that no personal liability under or           in connection with this
Agreement shall fall on the Administrators or their           firm, partners, employees,
agents, advisers or representatives whether such           liability would arise under
paragraph 99(4) of Schedule B1 to the Insolvency Act           1986 or otherwise
howsoever.  







P - 10









		    (b)        The
Joint Administrators are party to this Agreement in their personal           capacities
only for the purpose of receiving the benefit of this Exhibit           P and the
rights, exclusions, limitations, undertakings and covenants in           their favour
contained in this Exhibit P. The Buyer acknowledges and           agrees that in
the negotiation and the completion of this Agreement the Joint           Administrators
are acting only as agents for and on behalf of the EMEA Sellers           and without any
personal liability whatsoever.  







		    (c)        The
Buyer further acknowledges the following:  







		    (i)        it
has entered into this Agreement without reliance on any warranties or
               representations made by the EMEA Sellers or by any of its employees,
agents or                representatives, or by the Joint Administrators or any of their
firm, partners,                employees, agents, advisors or representatives and (save
in respect of                fraudulent misrepresentation) it shall not have any remedy
in respect of any                misrepresentation or untrue statement made by or on
behalf of any other party to                this Agreement; and  







		    (ii)        neither
the EMEA Sellers nor the Joint Administrators shall incur any liability                to
it by reason of any fault or defect in all or any of the EMEA Acquired
               Assets.  







    19.        Miscellaneous.  



		    (a)        The
provisions of Article XI of the Agreement shall apply to the terms of this Exhibit P,
mutatis mutandis; provided, that Buyer, the EMEA           Sellers and the
Joint Administrators may amend this Exhibit P without the           consent of the
other Sellers.  







		    (b)        Without
prejudice to Section 18(a), to the extent that the benefit of any
          provision in this Exhibit or the Agreement is expressed to be conferred upon:  







		    (i)        the
Joint Administrators, where necessary to give effect to any such provision
               the EMEA Sellers shall hold such benefit as trustees for each Joint
               Administrator; and  







		    (ii)        the
firm, partners, employees, agents, advisers and/or representatives of the
               Joint Administrators, where necessary to give effect to any such provision
the                Joint Administrators (or failing that the EMEA Sellers) shall hold
such benefit                as trustees for each such person.  







		    (c)        The
provisions of the Agreement shall survive for the benefit of the Joint
          Administrators, their firm, partners, employees, agents, advisers and
          representatives notwithstanding the discharge of the Joint Administrators as
          joint administrators of the EMEA Sellers and shall be in addition to and not in
          substitution for any other right or indemnity or relief otherwise available to
          each of them.  







		    (d)        To
the extent that there is any inconsistency between the terms of this Exhibit P and
the Agreement, this Exhibit P shall prevail.  








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