##### 



Exhibit 2(a)
 DATED 28 APRIL 2008
 (1) THOSE PERSONS NAMED IN SCHEDULE 1
 - AND -
 (2) DIGI INTERNATIONAL LIMITED
 
 SHARE PURCHASE AGREEMENT *
 relating to
 Sarian Systems Limited
 
 
 Ref:
 *
    
    The Company has omitted certain schedules at pages 21-79 in accordance with
Regulation S-K 601(b)(2). The Company will furnish the omitted schedules to the Commission upon
request.




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THIS AGREEMENT th
 BETWEEN
 (1)
    
    THE SEVERAL PERSONSwhose names and addresses are set out in Part 1 of Schedule 1 (together
the Sellers and each a Seller); and(2)
    
    DIGI INTERNATIONAL LIMITEDincorporated and registered in England & Wales with company number
3138036 whose registered office is at Devonshire House, 66 Church Street, Leatherhead, Surrey
KT22 8DP (the Buyer).
 RECITALS
 (A)
    
    The Company has an issued share capital of £12,724 divided into 7,216 A Ordinary Shares of £1
each and 5,508 B Ordinary Shares of £1 each.
 (B)
    
    Further particulars of the Company and of the Subsidiary at the date hereof are set out in
Schedule 2.
 (C)
    
    The Sellers are the legal and beneficial owners of the number of Sale Shares set out opposite
their respective names in Schedule 1 comprising in aggregate the whole of the issued share
capital of the Company.
 (D)
    
    The Sellers have agreed to sell and the Buyer has agreed to buy the Sale Shares on and
subject to the terms and conditions of this agreement.
 IT IS AGREED
 1.
    
    Interpretation
 1.1.
    
    The definitions and rules of interpretation in this clause apply in this agreement.
 Accounts
    
    the statutory accounts of the Company and the
Subsidiary as at and to the Accounts Date,
including in the case of the Company the
abbreviated balance sheet together with the notes
thereon and the auditors and Directors reports
and in the case of the Subsidiary the balance
sheet and the profit and loss account together
with notes thereon and the auditors and
Directors reports (copies of which are attached
to the Disclosure Letter);Accounts Date
    
    30 June 2007;Business
    
    the business of the Company and the Subsidiary,
namely the manufacture and distribution of IP
routers;Business Day
    
    a day (other than a Saturday, Sunday or public
holiday) when banks in the City of London are open
for business;Buyers Solicitors
    
    Faegre & Benson LLP of 7 Pilgrim Street, London
EC4V 6LB;CAA 2001
    
    the Capital Allowances Act 2001;
  1




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Claim
    
    a claim for any breach of any of the Warranties or
Title Warranties;Company
    
    Sarian Systems Limited, a company incorporated and
registered in England and Wales with company
number 3746721, further details of which are set
out in Part 1 of Schedule 2;Companies Acts
    
    the Companies Act 1985 and the Companies Act 2006;Completion
    
    completion of the sale and purchase of the Sale
Shares in accordance with this agreement;Completion Accounts
    
    the balance sheet of the Company and the
Subsidiary as at the Completion Date stating the
amount of the Net Asset Value prepared in
accordance with, and subject to the provisions of,
Part 3 of Schedule 3;Completion Date
    
    the date of this agreement;Connected
    
    in relation to a person, has the meaning contained
in section 839 of the ICTA 1988;Consultancy Agreements
    
    the consultancy agreements in agreed form to be
entered into between the Company and each of
Nicholas Monaghan and Christopher Nisbett;Control
    
    in relation to a body corporate, the power of a
person to secure that the affairs of the body
corporate are conducted in accordance with the
wishes of that person:(a) by means of the holding of shares, or the
possession of voting power, in or in relation to
that or any other body corporate; or(b) by virtue of any powers conferred by the
constitutional or corporate documents, or any
other document, regulating that or any other body
corporate,and a Change of Control occurs if a person who
controls any body corporate ceases to do so or if
another person acquires control of it;Director
    
    each person who is a director or shadow director
of the Company or the Subsidiary, the names of
whom are set out in Schedule 2;Disclosed
    
    fairly disclosed in or under the Disclosure Letter;Disclosure Letter
    
    the letter from the Warrantors to the Buyer of
even or near date herewith and described as the
disclosure letter, including the bundle of
documents attached to it (Disclosure Bundle);
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Encumbrance
    
    any interest or equity of any person (including
any right to acquire, option or right of
pre-emption) or any mortgage, charge, pledge,
lien, assignment, hypothecation, security,
interest, title, retention or any other security
agreement or arrangement;Escrow Account
    
    means the separately designated interest bearing
deposit account in the joint names of the Buyers
Solicitors and the Warrantors Solicitors and
dealt with in accordance with Schedule 9;Escrow Account Instruction
Letter
    
    means the letter in the agreed form from the Buyer
and the Warrantors to the Buyers Solicitors and
the Warrantors Solicitors;Escrow Amount
    
    the sum of US$1,000,000 plus any interest accruing
on it from time to time (as apportioned between
the Warrantors in the proportions set out in
Schedule 1) to be held in the Escrow Account;Event
    
    has the meaning given in Schedule 5;FSMA
    
    the Financial Services and Markets Act 2000;Funds
    
    The Yorkshire Fund, British Smaller Technology
Companies VCT 2 plc and The Second HSBC UK
Enterprise Fund for Yorkshire and Humberside;Group
    
    in relation to a company (wherever incorporated)
that company, its subsidiaries, any company of
which it is a subsidiary (its holding company) and
any other subsidiaries of any such holding
company; and each company in a group is a member
of the group;Unless the context otherwise requires, the
application of the definition of Group to any
company at any time will apply to the company as
it is at that time;ICTA 1988
    
    the Income and Corporation Taxes Act 1988;IHTA 1984
    
    the Inheritance Tax Act 1984;Independent Accountants
    
    chartered accountants appointed by the Sellers and
the Buyer jointly by agreement or, in default of
such agreement within 7 days of one party
notifying the other of its wish to appoint an
independent firm, appointed by President of the
Institute of Chartered Accountants on the
application of either party;Intellectual Property Rights
    
    has the meaning given in paragraph 19.1 of Part 1
of Schedule 4;Management Accounts
    
    the unaudited consolidated balance sheet and the
unaudited consolidated profit and loss account of
the Company and the Subsidiary for the period of
nine months ended 31 March 2008 (a copy of which
is attached to the Disclosure Letter);
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Net Asset Value
    
    the aggregate amount of assets less liabilities of
the Company and the Subsidiary as calculated from
the Completion Accounts prepared in accordance
with Part 3 of Schedule 3;Net Asset Value Adjustment
    
    means the adjustment (if any) to the Purchase
Price carried out in accordance with Clause 3.3;Pension Scheme
    
    the personal pension plan established with
Scottish Equitable which is registered under
Chapter 2 of Part 4 of the Finance Act 2004;Previously-owned Land and
Buildings
    
    has the meaning given in paragraph 24.1 of Part 1
of Schedule 4;Properties
    
    has the meaning given in paragraph 24.1 of Part 1
of Schedule 4;Purchase Price
    
    US$30,500,000 being the purchase price for the
Sale Shares to be paid by the Buyer to the Sellers
in accordance with and subject to the provisos of
clause 3;Recognised Investment
Exchange
    
    any recognised investment exchange (as defined in
section 285 (as amended) of the Financial Services
and Markets Act 2000 and the AIM market of London
Stock Exchange plc;Sale Shares
    
    the 7,216 A Ordinary Shares of £1 each and the
5,508 B Ordinary Shares of £1 each in the capital
of the Company, all of which have been issued and
are fully paid;Service Agreements
    
    the service agreements in agreed form to be
entered into between the Company and each of Andy
Hood, Robin Hudson, Duncan Ellison, Alistair
Craven and Francis Sreeves;subsidiary
    
    in relation to a company wherever incorporated (a
holding company) means a subsidiary as defined
in section 736 of the Companies Act 1985 and any
other company which is a subsidiary (as so
defined) of a company which is itself a subsidiary
of such holding company.Unless the context otherwise requires, the
application of the definition of subsidiary to any
company at any time will apply to the company as
it is at that time;Subsidiary
    
    Sarian Systems Distribution Limited, a company
incorporated and registered in England and Wales
with company number 5851110, further details of
which are set out in Part 2 of Schedule 2.Tax or Taxation
    
    has the meaning given in Schedule 5;Tax Covenant
    
    the tax covenant as set out in Schedule 5;
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Tax Claim
    
    has the meaning given in Schedule 5;Tax Warranties
    
    the Warranties in Part 2 of Schedule 4;Taxation Authority
    
    has the meaning given in Schedule 5;Taxation Statute
    
    has the meaning given in Schedule 5;TCGA 1992
    
    the Taxation of Chargeable Gains Act 1992;Title Warranties
    
    those warranties set out at paragraphs 1.1, 1.2,
1.4, 2.2, 2.5, 2.7 13.1.3 and 13.3 of Part 1 of
Schedule 4 of this agreement;TMA 1970
    
    the Taxes Management Act 1970;Transaction
    
    the transaction contemplated by this agreement or
any part of that transaction;VATA 1994
    
    the Value Added Tax Act 1994;Warranties
    
    the warranties in clause 5 and Schedule 4;Warrantors
    
    those persons whose names are set out in Part 2 of
Schedule 1;Warrantors Solicitors
    
    Walker Morris of Kings Court, 12 King Street,
Leeds LS1 2HL.
 1.2.
    
    Clause and schedule headings do not affect the interpretation of this agreement.1.3.
    
    A personincludes a corporate or unincorporated body.1.4.
    
    Words in the singular include the plural and in the plural include the singular.1.5.
    
    A reference to one gender includes a reference to the other gender.
 1.6.
    
    A reference to a particular statute, statutory provision or subordinate legislation is a
reference to it as it is in force from time to time taking account of any amendment or
re-enactment and includes any statute, statutory provision or subordinate legislation which it
amends or re-enacts and subordinate legislation for the time being in force made under it.
Provided that, as between the parties, no such amendment or re-enactment made after the date
of this agreement shall apply for the purposes of this agreement to the extent that it would
impose any new or extended obligation, liability or restriction on, or otherwise adversely
affect the rights of, any party.
 1.7.
    
    Writingor writtenincludes faxes but not e-mail.
 1.8.
    
    Documents in agreed formare documents in the form agreed by the parties or on their behalf
and initialled by them or on their behalf for identification.
 1.9.
    
    References to clauses and Schedules are to the clauses and Schedules of this agreement;
references to paragraphs are to paragraphs of the relevant Schedule.
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1.10.
    
    Unless otherwise expressly provided, the obligations and liabilities of the Sellers under
this agreement are several and the obligations of the Warrantors shall be joint and several.
 1.11.
    
    References to this agreement include this agreement as amended or varied in accordance with
its terms.
 2.
    
    Sale and purchase and waiver of pre-emption rights
 2.1.
    
    On the terms of this agreement, the Sellers shall sell and the Buyer shall buy, with effect
from Completion, the Sale Shares with full title guarantee, free from all Encumbrances and
together with all rights that attach (or may in the future attach) to them including, in
particular, the right to receive all dividends and distributions declared, made or paid on or
after the date of this agreement.
 2.2.
    
    Each of the Sellers severally waives any right of pre-emption or any restriction on transfer
or any other entitlement in respect of the Sale Shares or any of them conferred on him under
the articles of association of the Company or otherwise and shall procure the irrevocable
waiver of any such right, restriction or entitlement conferred on any other person who is not
a party to this agreement in respect of the Sale Shares owned by him.
 2.3.
    
    The Buyer is not obliged to complete the purchase of any of the Sale Shares unless the
purchase of all the Sale Shares is completed simultaneously, but completion of the purchase of
some of the Sale Shares will not effect the rights of the Buyer with respect to the purchase
of the other Sale Shares.
 3.
    
    Purchase price
 3.1.
    
    Subject to clause 3.2 and clause 3.3, the aggregate Purchase Price shall be apportioned
between the Sellers as set out opposite the Sellers respective names in Schedule 1. The
Purchase Price (less the Escrow Amount) and the Escrow Amount shall be paid in accordance with
clause 4.3. For the avoidance of doubt, the Funds will not be required to make any
contribution to the Escrow Account.
 3.2.
    
    The Purchase Price shall be deemed to be reduced (or, as the case may be in respect of clause
3.2.4, increased) pro tanto by the amount of any payment made to the Buyer:
 3.2.1.
    
    for a breach of any Warranty; or3.2.2.
    
    under clause 9; or3.2.3.
    
    under the Tax Covenant; or3.2.4.
    
    by way of adjustment in accordance with clauses 3.3 and 3.4 below.
  3.3.
    
    Net Asset Value Adjustment
 3.3.1.
    
    The amount of the Net Asset Value Adjustment shall be determined and paid or
satisfied as the case may be as provided for in this clause 3.3.3.2.
    
    The Sellers shall as promptly as practicable, and in any event within 30 Business
Days following Completion prepare and deliver to the Buyer draft Completion
Accounts prepared in accordance with Part 3 of Schedule 3 to determine the Net Asset
Value.
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3.3.3.
    
    The Sellers and the Buyer shall attempt to agree the Completion Accounts as soon as
possible and in any event within 20 Business Days after receipt of the same under
clause 3.3.2.3.3.4.
    
    Unless within the 20 Business Days referred to in clause 3.3.3 the Buyer notifies the
Sellers in writing (setting out the adjustments, if any, which it proposes should be
made to the draft Completion Accounts) that it disagrees with the draft Completion
Accounts, the draft Completion Accounts, shall be deemed to be agreed and shall
thereupon, save in the case of manifest error, become final and binding on the Sellers
and the Buyer for all purposes of this agreement.3.3.5.
    
    If by the end of the 20 Business Day period referred to in clause 3.3.3 the
Completion Accounts have not been, or been deemed to be, agreed, the Sellers and the
Buyer shall try to resolve in good faith any differences within the following 10
Business Days or such additional period as the parties may agree in writing.3.3.6.
    
    At the end of the 20 Business Day period referred to in clause 3.3.5, any remaining
matters in dispute shall be referred to Independent Accountants. The Independent
Accountants shall act as experts and not arbitrators. The Sellers and the Buyer shall
act in good faith towards each other regarding such application and in particular shall
endeavour with reasonable expedition to settle the terms of reference of the
Independent Accountants. The Independent Accountants shall agree, amend or prepare the
Completion Accounts always in accordance with this agreement The Independent
Accountants shall be entitled to call for and inspect such documents as they shall
reasonably consider necessary. The determination prepared by the Independent
Accountants together with the supporting reasoning, shall be delivered to the Sellers
and the Buyer within 25 Business Days of their formal appointment and shall (save in
the case of manifest error) be final and binding on the Sellers and the Buyer for all
purposes of this agreement.3.3.7.
    
    The Sellers and the Buyer shall each pay their own expenses and the charges of any
accountants instructed by them in respect of work carried out pursuant to this clause.
The charges of the Independent Accountants shall be apportioned between the Sellers and
the Buyer in such proportions as the Independent Accountants may determine in the light
of the merits of the objections taken by the Sellers and the Buyer to the Completion
Accounts. As between the Sellers any charges which the Independent Accountants may
apportion to them pursuant to this clause 3.3.7 shall be payable by the Sellers in the
proportions set out in the third column of the table in Part 1 of Schedule1.3.3.8.
    
    The Sellers and the Buyer shall procure that the Independent Accountants are given
access to all of the working papers the Independent Accountants reasonably deem
necessary.
 3.4.
    
    The Net Asset Value Adjustment shall be:
 3.4.1.
    
    if the Net Asset Value at Completion as determined by the final and binding
Completion Accounts is less than £2,368,223, the total amount of the shortfall shall be
payable by the Sellers to the Buyer on a £ for £ basis (in the case of the Warrantors,
by direct transfer from the Escrow Account) to a bank account specified by the Buyer
for such purpose within 5 Business Days after the Completion Accounts become final and
binding PROVIDED ALWAYS that if the shortfall is less than £50,000 then no payment
shall be made;
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3.4.2.
    
    if the Net Asset Value at Completion as determined by the final and binding
Completion Accounts is in excess of £2,368,223 the total amount of the surplus shall be
payable to the Sellers by the Buyer in cash on a £ for £ basis in the manner set out at
clause 4.3.1 within 5 Business Days after the Completion Accounts become final and
binding PROVIDED ALWAYS that if the surplus is less than £50,000 then no payment shall
be made.
 3.5.
    
    Any payment to be made by the Sellers to the Buyer pursuant to clause 3.4.1 or by the Buyer
to the Sellers pursuant to clause 3.4.2 shall be payable by or to the Sellers (as relevant)
in the proportions set out in the third column of the table in Part 1 of Schedule 1.
 4.
    
    Completion
 4.1.
    
    Completion shall take place on the Completion Date:
 4.1.1.
    
    at the offices of the Buyers Solicitors; or4.1.2.
    
    at any other place or time as may be agreed in writing by the Sellers and the Buyer.
 4.2.
    
    At Completion the Sellers shall:
 4.2.1.
    
    deliver or cause to be delivered the documents and evidence set out in Part 1 of
Schedule 3;4.2.2.
    
    procure that a board meeting of each of the Company and the Subsidiary is held at
which the matters identified in Part 2 of Schedule 3 are carried out; and4.2.3.
    
    deliver any other documents referred to in this agreement as being required to be
delivered by them.
 4.3.
    
    At Completion, subject to the Sellers having complied in full with their obligations under
clause 4.2, the Buyer shall:
 4.3.1.
    
    pay the Purchase Price (less the Escrow Amount) by bank transfer in cleared funds to
the US$ account of the Warrantors Solicitors (who are irrevocably authorised to
receive the same on behalf of all the Sellers) at Royal Bank of Scotland, Walker
Morris Client USD Account, account number WALMOR-USDA, IBAN GB37 RBOS 1663 0000
411896. Payment made in accordance with this clause shall constitute a valid discharge
of the Buyers obligations under clause 3.1; and4.3.2.
    
    pay the Escrow Amount by bank transfer in cleared funds to the Escrow Account to be
set up by the Buyers Solicitors and the Warrantors Solicitors pursuant to the Escrow
Account Instruction Letter.
 4.4.
    
    As soon as possible after Completion the Sellers shall send to the Buyer (at the Buyers
registered office for the time being) all records, correspondence, documents, files, memoranda
and other papers relating to the Company and the Subsidiary not required to be delivered at
Completion which are in the possession of the Sellers and which are not kept at any of the
Properties, other than any information in the possession of the Funds and relating to the
Funds investment in the Company.
 4.5.
    
    Within five Business Days of Completion, the Buyer shall, or shall procure that the Company
shall, pay a bonus to each of the following persons in the gross amount (less any deductions
in respect of PAYE and employee national insurance contributions) set against his name:
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Payee
    
    (£)Alistair Craven
    
    
    45,000Sally Cross
    
    
    5,000Colin Lucy
    
    
    50,000Francis Sreeves
    
    
    20,000Duncan Ellison
    
    
    50,000Julian Megson
    
    
    10,000Chris Nisbet
    
    
    20,000Total
    
    
    200,000
 5.
    
    Warranties
 5.1.
    
    The Buyer is entering into this agreement on the basis of the Warranties.
 5.2.
    
    The Warrantors jointly and severally warrant to the Buyer that each Warranty is true,
accurate and not misleading on the date of this agreement, except as Disclosed.
 5.3.
    
    Each of the Funds severally warrants to the Buyer in terms of the Title Warranties in respect
of itself and its own Sale Shares (as set out in Part 1 of Schedule 1) only. For the
avoidance of doubt, the Funds are giving no Warranties other than the Title Warranties to the
extent provided in this clause 5.3.
 5.4.
    
    Warranties qualified by the expression so far as the Warrantors are awareor any similar
expression are deemed to be given after the Warrantors have made careful enquiries of the
following persons only:
 (a)
    
    each other;(b)
    
    the following members of senior management: Colin Lucy, Alistair Craven and
Sally Cross;(c)
    
    in relation to the Intellectual Property warranties in paragraph 19 of Part 1
of Schedule 4 the following engineers: Francis Sreeves and Nick Monaghan;(d)
    
    in relation to the Accounts warranties in paragraph 24 of Part 1 of Schedule 4
and the Tax Warranties in Part 2 of Schedule 4: John Holroyd of Mazars LLP (being the
auditors of the Company and the Subsidiary as at the date of this agreement); and(e)
    
    in relation to the insurance warranties in paragraph 6 of Part 1 of Schedule 4:
Alan Bridge of Towergate Underwriting Group Limited (being the Companys insurance
brokers as at the date of this agreement).
  5.5.
    
    Each of the Warranties is separate and, unless otherwise specifically provided, is not
limited by reference to any other Warranty or any other provision in this agreement.
 5.6.
    
    With the exception of the matters Disclosed, no information of which the Buyer and/or its
agents and/or advisers has knowledge (actual, constructive or imputed) or which could have
been discovered (whether by investigation made by the Buyer or made on its behalf) shall
prejudice or prevent any Claim or reduce any amount recoverable thereunder.
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5.7.
    
    The Warrantors agree that any information supplied by the Company or the Subsidiary or by or
on behalf of any of the employees, directors, agents or officers of the Company or of the
Subsidiary (Officers) or the Funds to the Warrantors or their advisers in connection with
the Warranties, the information Disclosed or otherwise shall not constitute a warranty,
representation or guarantee as to the accuracy of such information in favour of the
Warrantors, and the Warrantors hereby undertake to the Buyer, Company, the Subsidiary and each
Officer and the Funds that they waive any and all claims which they might otherwise have
against any of them in respect of such matters except for fraud.
 5.8.
    
    The Buyer acknowledges and agrees that the Warrantors do not give any Warranty:
 5.8.1.
    
    in respect of matters relating to insurance, save for the Warranties in paragraph 6
of Part 1 of Schedule 4, and each of the other Warranties shall be deemed not to be
given in respect of matters relating to insurance;5.8.2.
    
    in respect of defective products and services, save for the Warranties in paragraph 9
of Part 1 of Schedule 4, and each of the other Warranties shall be deemed not to be
given in respect of defective products and services;5.8.3.
    
    in respect of environmental matters, save for the Warranties in paragraph 18 of
Part 1 of Schedule 4, and each of the other Warranties shall be deemed not to be given
in respect of environmental matters;5.8.4.
    
    in respect of Intellectual Property Rights, save for the Warranties in paragraph 19
of  Part 1 of Schedule 4 and, to the extent that agreements relating to Intellectual
Property Rights constitute Material Contracts, the Warranties in paragraph 13 of Part
1 of schedule 4, and each of the other Warranties shall be deemed not to be given in
respect of Intellectual Property Rights;5.8.5.
    
    in respect of the IT Systems, save for the Warranties in paragraph 20 of Part 1 of
Schedule 4, and each of the other Warranties shall be deemed not to be given in respect
of the IT Systems;5.8.6.
    
    in respect of employment matters, save for the Warranties contained in paragraph 22
of Part 1 of Schedule 4, and each of the other Warranties shall be deemed not to be
given in respect of employment matters;5.8.7.
    
    in respect of the Properties, save for the Warranties in paragraph 23 of Part 1 of
Schedule 4, and each of the other Warranties shall be deemed not to be given in respect
of the Properties;5.8.8.
    
    in respect of the Accounts, save for the Warranties in paragraph 24 of Part 1 of
Schedule 4, and each of the other Warranties shall be deemed not to be given in respect
of the Accounts;5.8.9.
    
    in respect of pension schemes and retirement benefits or any related claims,
liabilities or other matters, save for the Warranties contained in paragraph 28 of
Part 1 of Schedule 4, and each of the other Warranties shall be deemed not to be given
in respect of any such matters; and5.8.10.
    
    in respect of Tax (as defined in schedule 5), save for the Tax Warranties, and each
of the other Warranties shall be deemed not to be given in respect of any matter
involving or relating to Tax
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6.
    
    Limitations on claims
 6.1.
    
    For the purposes of this clause, a Claim is connectedwith another Claim if they all arise
out of the occurrence of the same event or relate to the same subject matter.
 6.2.
    
    This clause limits the liability of the Sellers in relation to any Claim and, where expressly
so stated, any claim under the Tax Covenant or otherwise under this agreement.
 6.3.
    
    Subject to Clause 6.7, the Sellers shall not be liable for a Claim or a claim under the Tax
Covenant unless:
 6.3.1.
    
    the amount of a Claim, or of a series of connected Claims of which that Claim is one,
or the amount due in respect of a claim under the Tax Covenant, exceeds US$10,000; and6.3.2.
    
    the amount of all Claims and all claims under the Tax Covenant that are not excluded
under clause 6.3.1 when taken together, exceedsUS$100,000, in which case the whole
amount (and not just the amount by which the limit in this clause 6.3.2 is exceeded) is
recoverable by the Buyer.
 6.4.
    
    The Sellers are not liable for a Claim to the extent that the Claim:
 6.4.1.
    
    relates to matters Disclosed; or6.4.2.
    
    relates to any matter specifically provided for in the Accounts or the Completion
Accounts.
 6.5.
    
    Subject to Clause 6.7, the total liability of each of the Sellers under this agreement and
the Tax Covenant shall not exceed in aggregate the amount set out against his name in the
fifth column of Part 1 of Schedule 1.
 6.6.
    
    The Sellers are not liable for a Claim or a claim under the Tax Covenant unless the Buyer has
given the Sellers notice in writing of the Claim or the claim under the Tax Covenant,
summarising the nature of the Claim or the claim under the Tax Covenant as far as is known to
the Buyer and the amount claimed:
 6.6.1.
    
    in the case of a claim made under the Tax Warranties or the Tax Covenant, within the
period of seven years beginning with the Completion Date; and6.6.2.
    
    in any other case, within the period of 18 months beginning with the Completion Date
  6.7.
    
    Other than clauses 6.14 and 6.9 nothing in clause 6 applies to a Claim or a claim under the
Tax Covenant that:
 6.7.1.
    
    arises or is delayed as a result of dishonesty, fraud or wilful concealment by the
Sellers, their agents or advisers;6.7.2.
    
    arises as result of any breach of the warranties contained under the Title Warranties
of this agreement.
  11




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6.8.
    
    The Sellers shall not plead the Limitation Act 1980 in respect of any claims made under the
Tax Warranties or Tax Covenant up to seven years after the Completion Date.
 6.9.
    
    No right of rescission shall be available to the Buyer by reason of any breach of this
agreement or any agreement or document entered into pursuant to this agreement nor shall the
Buyer have the right to claim that any such breach constitutes repudiation of this agreement.
 6.10.
    
    The Sellers shall not be liable in respect of any Claim (other than a Claim under the Tax
Warranties):
 6.10.1.
    
    to the extent that the claim arises as a result of, or would not have arisen but
for, or a liability is increased as a result of:
 6.10.1.1.
    
    any statutory or other binding or advisory legislative or regulatory
provision not in force at the date of this agreement; or6.10.1.2.
    
    any change in any statutory or other binding or advisory legislative or
regulatory provision after the date of this agreement; or
 6.10.2.
    
    to the extent that the claim arises as a result of, or would not have arisen but
for, or a liability is increased as a result of, any publication or withdrawal of any
decision of the courts or any other relevant regulatory authority after the date of
this agreement altering the accepted interpretation of any such provision; or6.10.3.
    
    to the extent that the claim is based upon liability which is contingent only,
unless and until such contingent liability becomes an actual liability.
 6.11.
    
    The Sellers shall not be liable in respect of any Claim (other than a Claim under the Tax
Warranties):
 6.11.1.
    
    to the extent that the claim arises, or would not have arisen but for, or a
liability is increased as a result of any breach by the Buyer of any of its obligations
under this agreement or any other agreement or document entered into pursuant to this
agreement; or6.11.2.
    
    to the extent that the claim arises or a liability is increased as a result of any
transaction, arrangement, act or omission (or any combination of them) carried out or
effected at any time after Completion by the Company, the Buyer or any member of the
Buyers Group:
 (a)
    
    outside the ordinary course of its business; or(b)
    
    in any other case, if the Buyer or the relevant member of the
Buyers Group, as the case may be, (i) knew or ought reasonably to have known
that it would give rise to such a claim and (ii) the Company and/or the
Subsidiary was not contractually obliged, prior to Completion, to carry out or
effect such transaction, arrangement, act or omission.
 6.12.
    
    Subject to this not materially prejudicing the business interests of the Buyers Group,
where the Buyer, the Company and/or the Subsidiary is at any time entitled to recover from
some other person (including its insurers) any sum in respect of any matter giving rise to a
Claim (other than a Claim under the Tax Warranties which shall be governed by paragraph 7 of
Schedule 5), the Buyer shall and shall procure that the Company or the Subsidiary, as the case
may be shall, subject to being indemnified by the Warrantors to the reasonable satisfaction of
the Buyer in respect of all liabilities, costs and expenses arising in relation thereto,
undertake all necessary steps to enforce such recovery prior to taking any action (other than
notifying
the Sellers of the potential claim) against the Sellers and in the event that the Buyer or
the Company, or the Subsidiary shall recover any amount from such other person, the amount
of the claim against the Sellers shall be reduced by the amount recovered, less all
reasonable costs, charges and expenses properly incurred by the Buyer or the Company or the
Subsidiary in recovering that sum from such other person.
  12




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##### 



6.13.
    
    If the Sellers at any time pay to the Buyer an amount pursuant to a Claim (other than a
Claim under the Tax Warranties which shall be governed by paragraph 7 of Schedule 5)and the
Buyer or the Company or the Subsidiary subsequently becomes entitled to make recovery in whole
or in part from any third party in respect of any matter giving rise to such claim the Buyer
shall, subject to being indemnified by the Warrantors to the reasonable satisfaction of the
Buyer in respect of all liabilities, costs and expenses arising in relation thereto, procure
that the Company or the Subsidiary, as the case may be shall, take all necessary steps to
enforce such recovery and if the Buyer or the Company or the Subsidiary recovers from some
other person a sum that is referable to that payment the Buyer shall repay to the Sellers an
amount equal to the amount recovered upon receipt, less all reasonable costs, charges and
expenses properly incurred by the Buyer or the Company or the Subsidiary in recovering that
sum from such other person or, if lower, the amount paid by the Sellers in relation to such
Claim.
 6.14.
    
    The Sellers shall have no liability under this agreement or the Tax Covenant more than once
in respect of the same loss arising out of or in respect of the same act, matter or thing and
for this purpose any payment by the Warrantors under the Tax Covenant shall be deemed to
satisfy any claim under this agreement for the same amount in respect of the same matter and
vice versa.
 6.15.
    
    If any claim is made against the Buyer, the Company or any member of the Buyers Group by
any third party which may in turn lead to a Claim (other than a Claim under the Tax Warranties
which shall be governed by paragraph 9 of Schedule 5) (the Third Party Claim) the Buyer shall:
 6.15.1.
    
    give notice of such claim to the Sellers as soon as reasonably practicable after
becoming aware of it;6.15.2.
    
    take such action and give such information and access to personnel, premises,
chattels, documents and records to the Sellers and their professional advisers (in
connection with the Third Party Claim) as the Sellers may reasonably request and,
subject to the Buyer and the relevant member of the Buyers group being indemnified to
their reasonable satisfaction by the Warrantors against all liabilities, costs,
expenses, damages and losses (including, without limitation, the reasonable and proper
costs of its legal advisers) suffered or incurred in connection with such claim, the
Sellers shall be entitled to require the Buyer to take (or procure the taking of) such
reasonable action and give (or procure the giving of) such reasonable information and
assistance in order to avoid, dispute, resist, mitigate, compromise, defend or appeal
against any Third Party Claim and any adjudication with respect of any such claim
unless such action may, in the reasonable opinion of the Buyer, materially prejudice
the business interests of the Buyers Group;6.15.3.
    
    make no admission of liability, agreement, settlement or compromise with or to any
third party in relation to any such Third Party Claim or adjudication without the prior
written consent of the Sellers.
 6.16.
    
    Nothing in this agreement shall relieve the Buyer of any common law duty to mitigate any
loss, liability or damage suffered or incurred by it.
  13




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##### 



7.
    
    Tax covenantThe provisions of Schedule 5 apply in this agreement.8.
    
    INTENTIONALLY BLANK9.
    
    Restrictions on Warrantors9.1.
    
    Each of the Warrantors severally covenants with the Buyer that he shall not:
 9.1.1.
    
    at any time during the period of three years beginning with the Completion Date, in
any geographic areas in which any business of the Company or the Subsidiary was carried
on at the Completion Date, carry on or be employed, engaged or interested in any
business which would be in direct competition with any part of the Business as the
Business was carried on at the Completion Date; or9.1.2.
    
    at any time during the period of three years beginning with the Completion Date, deal
with any person who is at the Completion Date, or who has been at any time during the
period of 12 months immediately preceding that date, a client or customer of the
Company or the Subsidiary for the purpose of offering to that person goods or services
which are of the same type as goods or services supplied by the Company at the date
hereof; or9.1.3.
    
    at any time during the period of three years beginning with the Completion Date,
canvass, solicit or otherwise seek to supply goods or services of the same type as
those supplied by the Company at the date hereof to any person who is at the Completion
Date, or who has been at any time during the period of 12 months immediately preceding
that date, a client or customer of the Company or the Subsidiary; or9.1.4.
    
    at any time during the period of three years beginning with the Completion Date:
 9.1.4.1.
    
    offer employment to, enter into a contract for the services of, or attempt
to entice away from the Company or the Subsidiary, any individual who is at the
time of the offer or attempt, and was at the Completion Date, employed or
directly or indirectly engaged in an executive or managerial position with the
Company or the Subsidiary; or9.1.4.2.
    
    procure or facilitate the making of any such offer or attempt by any other
person; or
  9.1.5.
    
    at any time after Completion, use in the course of any business:
 9.1.5.1.
    
    the words SARIAN or SARIAN SYSTEMS; or9.1.5.2.
    
    any trade or service mark, business or domain name, design or logo which,
at Completion, was or had been used by the Company or the Subsidiary; or9.1.5.3.
    
    anything which is capable of confusion with such words, mark, name, design
or logo; or
  14




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##### 



9.1.6.
    
    at any time during a period of three years beginning with the Completion Date,
solicit or entice away from the Company or the Subsidiary any supplier to the Company
or
the Subsidiary who had supplied goods and/or services to the Company or the
Subsidiary at any time during the 12 months immediately preceding the Completion
Date, if that solicitation or enticement causes or would cause such supplier to
cease supplying, or materially reduce its supply of, those goods and/or services to
the Company or the Subsidiary.
 9.2.
    
    The covenants in clause 9 are intended for the benefit of the Buyer, the Company and the
Subsidiary and apply to actions carried out by the Warrantors in any capacity and whether
directly or indirectly, on the Warrantors  own behalf, on behalf of any other person or
jointly with any other person.
 9.3.
    
    Nothing in clause 9 shall prevent the Warrantors or any of them from holding for investment
purposes only:
 9.3.1.
    
    any units of any authorised unit trust; or9.3.2.
    
    not more than 5 per cent. of any class of shares or securities of any company traded
on any Recognised Investment Exchange.
 9.4.
    
    Each of the covenants in clause 9 is a separate undertaking by each Warrantor in relation to
himself and his interests and shall be enforceable by the Buyer separately and independently
of its right to enforce any one or more of the other covenants contained in clause 10. Each of
the covenants in clause 9 is considered fair and reasonable by the parties, but if any
restriction is found to be unenforceable, but would be valid if any part of it were deleted or
the period or area of application reduced, the restriction shall apply with such modifications
as may be necessary to make it valid and enforceable.
 9.5.
    
    The consideration for the undertakings contained in clause 9 is included in the Purchase
Price.
 10.
    
    Confidentiality and announcements
 10.1.
    
    Each of the Sellers severally undertakes to the Buyer to keep confidential the terms of this
agreement and all information which it has acquired about the Company and the Subsidiary and
the Buyers Group (as such Group is constituted immediately before Completion) and to use the
information only for the purposes contemplated by this agreement.
 10.2.
    
    The Buyer undertakes to each of the Sellers to keep confidential the terms of this agreement
and all information that it has acquired about that Seller and to use the information only
for the purposes contemplated by this agreement.
 10.3.
    
    Each of the Sellers severally undertakes to each of the other Sellers to keep confidential
the terms of this agreement and all information that they have acquired about that Seller and
to use the information only for the purposes contemplated by this agreement.
 10.4.
    
    A party does not have to keep confidential or to restrict its use of:
 10.4.1.
    
    information that is or becomes public knowledge other than as a direct or indirect
result of a breach of this agreement; or10.4.2.
    
    information that it receives from a source not connected with the party to whom the
duty of confidence is owed that it acquires free from any obligation of confidence to
any other person.
 10.5.
    
    Any party may disclose any information that it is otherwise required to keep confidential
under this clause 10:
  15




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##### 



10.5.1.
    
    to such professional advisers, consultants and employees or officers of its Group as
are reasonably necessary to advise on this agreement, or to facilitate the Transaction,
if the disclosing party procures that the people to whom the information is disclosed
keep it confidential as if they were that party; or10.5.2.
    
    with the written consent of all the other parties; or10.5.3.
    
    with the written consent of one party, if such information relates only to that
party; or10.5.4.
    
    to confirm that the sale has taken place, and the date of the sale (but without
otherwise revealing any other details of the sale or making any other announcement).10.5.5.
    
    to the extent that the disclosure is required:
 10.5.5.1.
    
    by law; or10.5.5.2.
    
    by a regulatory body, Taxation Authority or securities exchange; or10.5.5.3.
    
    to make any filing with, or obtain any authorisation from, a regulatory
body, Taxation Authority or securities exchange; or10.5.5.4.
    
    to protect the disclosing partys interest in any legal proceedings,but shall use reasonable endeavours to consult the other parties and to take into
account any reasonable requests they may have in relation to the disclosure before
making it.
 10.6.
    
    Each party shall supply any other party with any information about itself, its Group or this
agreement as such other party may reasonably require for the purposes of satisfying the
requirements of a law, regulatory body or securities exchange to which such other party is
subject.
 11.
    
    Further assuranceThe Sellers shall (at their expense) promptly execute and deliver all such documents, and do
all such things, as the Buyer may from time to time reasonably require for the purpose of
transferring the legal and beneficial ownership of the Sale Shares.
 12. Assignment
 12.1.
    
    Except as provided otherwise in this agreement, no party may assign, or grant any
Encumbrance or security interest over, any of its rights under this agreement or any document
referred to in it.
  12.3.
    
    The Buyer may assign any or all of its rights under this agreement (or any document referred
to in this agreement) but not its obligations to a member of its Group.
 12.4.
    
    If there is an assignment:
 12.4.1.
    
    the Sellers may discharge their obligations under this agreement to the assignor
until they receive notice of the assignment; and12.4.2.
    
    the assignee may enforce this agreement as if it were a party to it, but the Buyer
shall remain liable for any obligations under this agreement.
  16




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13.
    
    Whole agreement
 13.1.
    
    This agreement, and any documents referred to in it, constitute the whole agreement between
the parties and supersede any arrangements, understanding or previous agreement between them
relating to the subject matter they cover.
 13.2.
    
    The Buyer acknowledges that, in entering into this agreement it has not relied on any
representation, warranty, assurance or undertaking, warranties, representations or statements
other than as expressly set out in this agreement or the Tax Covenant.
 13.3.
    
    Nothing in this clause 13 operates to limit or exclude any liability for fraud or fraudulent
misrepresentation.
 14.
    
    Variation and waiver
 14.1.
    
    Any variation of this agreement shall be in writing and signed by or on behalf of the
parties.
 14.2.
    
    Any waiver of any right under this agreement is only effective if it is in writing and it
applies only to the party to whom the waiver is addressed and to the circumstances for which
it is given.
 14.3.
    
    A party that waives a right in relation to one party, or takes or fails to take any action
against that party, does not affect its rights in relation to any other party.
 14.4.
    
    No failure to exercise or delay in exercising any right or remedy provided under this
agreement or by law constitutes a waiver of such right or remedy or shall prevent any future
exercise in whole or in part thereof.
 14.5.
    
    No single or partial exercise of any right or remedy under this agreement shall preclude or
restrict the further exercise of any such right or remedy.
 14.6.
    
    Unless specifically provided otherwise, rights arising under this agreement are cumulative
and do not exclude rights provided by law.
 15.
    
    CostsUnless otherwise provided, all costs in connection with the negotiation, preparation,
execution and performance of this agreement, and any documents referred to in it, shall be
borne by the party that incurred the costs.
 16.
    
    Notice
 16.1.
    
    A notice given under this agreement:
 16.1.1.
    
    shall be in writing in the English language (or be accompanied by a properly
prepared translation into English);16.1.2.
    
    shall be sent for the attention of the person, and to the address or fax number,
specified in this clause 16 (or such other address, fax number or person as each party
may notify to the others in accordance with the provisions of this clause 16); and16.1.3.
    
    shall be:
 16.1.3.1.
    
    delivered personally; or16.1.3.2.
    
    sent by fax; or
  17




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16.1.3.3.
    
    sent by pre-paid first-class post or recorded delivery; or16.1.3.4.
    
    (if the notice is to be served by post outside the country from which it
is sent) sent by airmail.
 16.2.
    
    Any notice to be given to or by all of the Sellers under this agreement is deemed to have
been properly given if it is given to or by the Warrantors representative and the Funds
representative named in clause 16.3. Any notice to be given to or by all of the Funds under
this agreement is deemed to have been properly given if it is given to or by the Funds
representative named in clause 16.3. Likewise any notice to be given to or by all of the
Warrantors under this agreement is deemed to have been properly given if it is given to or by
the Warrantors Representative named in clause 16.3. Any notice required to be given to or by
some only of the Funds or Warrantors shall be given to or by the Funds or Warrantors concerned
(and in the case of a notice to the Funds or Warrantors) at their address or fax number as set
out in Schedule 1.
 16.3.
    
    The addresses for service of notice are:
 16.3.1.
    
    FUNDS REPRESENTATIVE
 16.3.1.1.
    
    name: David Gee16.3.1.2.
    
    address: St. Martins House, 210-212 Chapeltown Road, Leeds LS7 4HZ16.3.1.3.
    
    fax number: +44 (0)113 294 5002
 16.3.2.
    
    WARRANTORS REPRESENTATIVE
 16.3.2.1.
    
    name: Andrew Hood16.3.2.2.
    
    address: 46 Effingham Road, Harden, Bradford, West Yorkshire BD16 1LQ
 16.3.3.
    
    Digi International Limited
 16.3.3.1.
    
    address: Devonshire House, 66 Church Street, Leatherhead, Surrey KT22
8DP16.3.3.2.
    
    for the attention of: Dieter Vesper16.3.3.3.
    
    fax number: +44 (0)1372 22 47 07with a copy to:Digi International Inc.address: 11001 Bren Road East, Minnetonka, MN 55343, USAFor the attention of: Subramanian KrishnanFax number: 001 952 912 4998.
 16.4.
    
    A notice is deemed to have been received:
 16.4.1.
    
    if delivered personally, at the time of delivery; or16.4.2.
    
    in the case of fax, at the time of transmission; or
  18




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##### 



16.4.3.
    
    in the case of pre-paid first class post or recorded delivery 2 Business Days from
the date of posting; or16.4.4.
    
    in the case of airmail, 7 Business Days from the date of posting; or16.4.5.
    
    if deemed receipt under the previous paragraphs of clause 16.4 is not within
business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a
public holiday in the place of receipt), when business next starts in the place of
receipt.
 16.5.
    
    To prove service, it is sufficient to prove that the notice was transmitted by fax to the
fax number of the party or, in the case of post, that the envelope containing the notice was
properly addressed and posted.
 17.
    
    Interest on late payment
 17.1.
    
    Where a sum is required to be paid under this agreement (other than under the Tax Covenant)
but is not paid before or on the date the parties agreed, the party due to pay the sum shall
also pay an amount equal to interest on that sum for the period beginning with that date and
ending with the date the sum is paid (and the period shall continue after as well as before
judgment).
 17.2.
    
    The rate of interest shall be 4 per cent. per annum above the base lending rate for the time
being of Barclays Bank plc. Interest shall accrue on a daily basis and be compounded
quarterly.
 17.3.
    
    Clause 18 is without prejudice to any claim for interest under the law.
 18.
    
    Severance
 18.1.
    
    If any provision of this agreement (or part of a provision) is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the
other provisions shall remain in force.
 18.2.
    
    If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if
some part of it were deleted, the provision shall apply with whatever modification is
necessary to give effect to the commercial intention of the parties.
 19.
    
    Agreement survives completionThis agreement (other than obligations that have already been fully performed) remains in
full force after Completion.
 20.
    
    Third party rights
 20.1.
    
    This agreement and the documents referred to in it are made for the benefit of the parties
and their successors and permitted assigns and are not intended to benefit, or be enforceable
by, anyone else.
 20.2.
    
    Each of the parties represents to the others that their respective rights to terminate,
rescind or agree any amendment, variation, waiver or settlement under this agreement are not
subject to the consent of any person that is not a party to this agreement.
 21.
    
    SuccessorsThe rights and obligations of the Sellers and the Buyer under this agreement shall continue
for the benefit of, and shall be binding on, their respective successors and assigns.
  19




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##### 



22.
    
    CounterpartsThis agreement may be executed in any number of counterparts, each of which is an original
and which together have the same effect as if each party had signed the same document.
 23.
    
    Governing law and jurisdiction
 23.1.
    
    This agreement and any disputes or claims arising out of or in connection with its subject
matter are governed by and construed in accordance with the law of England.
 23.2.
    
    The parties irrevocably agree that the courts of England have exclusive jurisdiction to
settle any dispute or claim that arises out of or in connection with this agreement.
   20




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##### 



Schedules *
          *
    
    The Company has
omitted certain schedules at pages
21-79 in accordance with Regulation
S-K 601(b)(2). The Company will
furnish the omitted schedules to
the Commission upon
request.




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##### 



Signed by ANDREW HOOD
    
    /s/ Andrew HoodSigned by ROBIN HUDSON
    
    /s/ Robin HudsonSigned by NICHOLAS MONAGHAN
    
    /s/ Andrew Hood (by Power of Attorney)Signed by DUNCAN ELLISON
    
    /s/ Duncan EllisonSigned by JEP Gervasio for the 
British Smaller Technology 
Companies VCT2 Plc:
    
    /s/ J E P Gervasio

SecretarySigned by White Rose Nominee
Investments Limited as general
partner of The Second HSBC UK
Enterprise Fund for Yorkshire and
Humberside acting by:
    
    /s/ J E P Gervasio

SecretarySigned by YFM Private Equity
Limited as general partner of The
Yorkshire Fund acting by:
    
    /s/ David Gee

DirectorSigned by
Subramanian Krishnan
for and on behalf of DIGI
INTERNATIONAL LIMITED
    
    /s/ Subramanian Krishnan

Director