Google Inc. v. Rockstar Consortium US LP et al

Filing 48

NOTICE by Google Inc. Notice of Filing of Motions to Stay or, In the Alternative, to Transfer to the Northern District of California (Attachments: # 1 Exhibit A, # 2 Exhibit B - Part 1, # 3 Exhibit B - Part 2, # 4 Exhibit B - Part 3, # 5 Exhibit B - Part 4, # 6 Exhibit B - Part 5, # 7 Exhibit B - Part 6, # 8 Exhibit B - Part 7, # 9 Exhibit B - Part 8, # 10 Exhibit B - Part 9, # 11 Exhibit C, # 12 Exhibit D, # 13 Exhibit E, # 14 Exhibit F, # 15 Exhibit G, # 16 Exhibit H, # 17 Exhibit I)(Warren, Matthew) (Filed on 3/25/2014)

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“Listed Patents” has the meaning set forth in the definition of Sellers’ Patents.
“Mandatory Regulatory Approvals” means (i) a decision, in whatever form
(including a declaration of lack of jurisdiction or a mere filing or notification, if the Closing can
take place, pursuant to the applicable Antitrust Law, without a decision or the expiry of any
waiting period) by any Government Entity under the Antitrust Laws of any of the jurisdictions
listed in Exhibit E or the expiry of the applicable waiting period, as applicable, under the Antitrust
Laws of any of such jurisdictions, in each case authorizing or not objecting to the transactions
contemplated by this Agreement; and (ii) the ICA Approval, which includes, in each case, as
applicable, any decision or consent by any such Government Entity setting forth conditions or
obligations on the Purchaser or any of its Affiliates if such conditions or obligations have been or,
pursuant to Section 5.6(e), are required to be, accepted by the Purchaser.
“Master R&D Agreement” shall mean that certain intercompany license
agreement by and among certain Sellers and Affiliates of Sellers effective as of January 1, 2001,
and as thereafter amended, all as designated in the Data Room as the “MRDA as filed” at
document index 2.4.5.1.
“Material Adverse Effect” means any circumstance, state of fact, event, change or
effect (each an “Effect”) that, individually or in the aggregate with all other Effects, (a) has, or
would reasonably be expected to have, a material adverse effect on the Assets, taken as a whole, or
(b) prevents or materially impedes or delays or would reasonably be expected to prevent or
materially impede or delay the ability of the Sellers to perform their obligations under this
Agreement or the timely consummation of the transactions contemplated by this Agreement,
provided, however, that the following Effects, either alone or in combination, shall not be
considered in determining whether there has been a “Material Adverse Effect”: (i) changes in
general economic conditions in relevant markets; (ii) the execution or delivery of this Agreement
or the public announcement thereof; (iii) 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
the Purchaser; (iv) changes to the industries and markets to which the Transferred Patents relate; (v)
changes in Law, generally accepted accounting principles or official interpretations of the
foregoing; and (vi) the pendency of the Bankruptcy Proceedings.
“Monitor” means Ernst & Young Inc., in its capacity as the Canadian
Court-appointed Monitor in connection with the CCAA Cases.
“NA Sellers” has the meaning set forth in the preamble to this Agreement.
“New York Courts” has the meaning set forth in Section 10.6(b)(i).
“NNC” has the meaning set forth in the preamble to this Agreement.
“NNI” has the meaning set forth in the preamble to this Agreement.
“NN Ireland” has the meaning set forth in the preamble to this Agreement.
“NNL” has the meaning set forth in the preamble to this Agreement.

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“NNSA” has the meaning set forth in the preamble to this Agreement.
“NNTC” has the meaning set forth in Section 6.5(b).
“NNUK” has the meaning set forth in the preamble to this Agreement.
“Non-Disclosure Agreement” means the non-disclosure agreement by and among
the Purchaser, NNL, NNI and other parties thereto, dated August 24, 2010,June 9, 2011, as well as
any exhibits and amendments thereto and restatements thereof.
“Non-365 Contracts” means Assigned Contracts other than 365 Contracts.
“Nortel Parties” means the Sellers, any of the bankruptcy estates, the Joint
Administrators, the French Liquidator and any Person (i) in which, as of or subsequent to the date
hereof, any Seller holds more than fifty percent (50%) of the capital stock or other equity interests
or (ii) that is or was a Seller, and their respective Affiliates, and any former, current or future
general or limited partners, directors, officers, employees, agents, managers, members,
stockholders, assignees and representatives of any of the foregoing in their capacity as such.
“Nortel Products” means product models, including software (and components
thereof, including software, but in each case solely for use in such product models) manufactured,
developed, sold, offered for sale or otherwise distributed by, on behalf of, or within the scope of, (i)
the businesses of the Sellers and their Affiliates prior to the Petition Date and (ii) each Divested
Business after the Petition Date but prior to its Divestiture Date; provided, that any such product
models manufactured, developed, sold, offered for sale or otherwise distributed by or on behalf of
the Sellers after March 11, 2011 (the “Reference Divestiture Date”) shall not be “Nortel
Products” with respect to Contracts entered into after the Reference Divestiture Date, unless such
product models would be permitted to be manufactured, developed, sold, offered for sale or
otherwise distributed after the Closing Date pursuant to the Closing Date License Agreement.
“Nortel Services” means services of the type provided within the scope of (i) the
businesses of the Sellers and their Affiliates prior to the Petition Date and (ii) the businesses of
each Divested Business after the Petition Date but prior to its Divestiture Date; provided, that any
such services provided after the Reference Divestiture Date shall not be “Nortel Services” unless
such services would be permitted to be provided after the Closing Date pursuant to the Closing
Date License Agreement.
“Notice of Claim” has the meaning set forth in Section 9.3(a).
“Option Trigger Notice” has the meaning set forth in Section 5.19(b).
“Optioned Licenses” has the meaning set forth in Section 5.27.
“Optioned Licenses Fees” has the meaning set forth in Section 5.27.
“Other Sellers” has the meaning set forth in the preamble to this Agreement.
“Outbound License Agreements” has the meaning set forth in Annex I.

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“Outside Date” has the meaning set forth in Section 8.1(b)(i).“Parent” has the
meaning set forth in the preamble to this Agreement.
“Partial Allocation” has the meaning set forth in Section 2.2.42.2.3(b).
“Party” or “Parties” means individually or collectively, as the case may be, the
Sellers and the Purchaser and, as such term is used in Section 10.2 (Remedies), Section 10.4
(Consent to Amendments; Waivers), the first paragraph of Section 10.5 (Successors and Assigns),
Section 10.6(a), (b) and (d) (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial),
Section 10.7 (Notices), Section 10.12 (No Set-Off, Deduction or Counterclaim), Section 10.14
(Entire Agreement), Section 10.18 (Obligations of Sellers and EMEA Sellers), and Section 10.19
(Exclusion of Liability of Joint Administrators and Acknowledgement) only, the Parent.
“Patent Databases” has the meaning set forth in Section 2.1.1(e).
“Patent Power of Attorney” means documents appointing attorneys for the
Purchaser and/or the Purchaser’s designees with full power to execute documents and take all
other steps solely in connection with (a) effectuating and implementing the assignment of the
Transferred Patents and Purchased Specified UK Patents to the Purchaser pursuant to this
Agreement, (b) perfecting the Purchaser’s title in, to and under the Transferred Patents and
Purchased Specified UK Patents pursuant to such assignment and (c) as otherwise necessary for
related bona fide purposes on a limited, case-by-case basis with the consent of the Primary Seller
Parties (not to be unreasonably withheld or delayed), in each of cases (a) through (c) in the patent
offices of various countries around the world, at or after Closing, including, with respect to United
States Patents, the power of attorney substantially as set forth in the form at Exhibit MK, and
similar forms as required for each of the various countries.
“Patent Related Documentation” means each of the following in paper, digital or
other form, to the extent existing as of the date hereof or the Closing Date:
(i)

the physical and electronic patent prosecution files and dockets relating to
any of the Transferred Patents or Purchased Specified UK Patents
(including all original granted patents and patent prosecution files held by
prosecuting attorneys);

(ii)

the Listed Inventions;

(iii)

RAND / FRAND and other statements, assurances, declarations,
agreements, or undertakings made to standards-setting organizations with
respect to the Transferred Patents and Purchased Specified UK Patents;

(iv)

litigation files to the extent relating to Actions brought for infringement of
the Transferred Patents or Purchased Specified UK Patents;

(v)

copies of Outbound License Agreements and Cross-License Agreements;

(vi)

ribbon copies of all of the Transferred Patents and Purchased Specified UK
Patents;

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(vii)

infringement claim charts for the Transferred Patents and Purchased
Specified UK Patents prepared by or for the Sellers;

(viii)

all books, records, files, ledgers or similar documents stored in the Sellers’
document management systems used to track, organize or maintain Patents,
to the extent related to the Transferred Patents or Purchased Specified UK
Patents;

(ix)

all documents at any time contained in the Data Room and available to the
Purchaser, other than documents that have been updated or superseded by
subsequent drafts of such documents the latest drafts of which are available
in the Data Room as of the date hereof;

(x)

copies of acquisition agreements relating to stand-alone acquisitions of
patents by the Sellers to the extent relating to the Transferred Patents or
Purchased Specified UK Patents; and

(xi)

assignment agreements to the extent relating to the Transferred Patents or
Purchased Specified UK Patents;

provided, that “Patent Related Documentation” shall not include (i) the
competitively sensitive portions of the foregoing that relate exclusively to Excluded Assets,
Excluded Liabilities or any current or past product lines of the Sellers and (ii) any of the foregoing
relating to any Specified UK Patent to the extent that (and for so long as) its disclosure to
Purchaser is restricted under applicable Law.
“Patents” means all national (of any country of origin) and multinational patents,
patent applications and provisional patent applications, and reissues, divisions, continuations,
continuations-in-part, continuing patent applications, extensions and reexaminations thereof, and
all rights therein provided by multinational treaties or conventions.
“Permitted Encumbrances” means (i) any Lien arising by operation of Law in
respect of a liability of the EMEA Sellers where such liability does not rank as an Administration
Expense; (ii) Liens arising hereunder or under any Assigned Contracts (after giving effect to the
assignment hereunder) if such Liens exclusively secure Assumed Liabilities; (iii) Liens imposed
by any Bankruptcy Court in connection with the Bankruptcy Proceedings that are discharged at
Closing pursuant to the terms of the Canadian Approval and Vesting Order or the U.S. Sale Order
(or, in the case of Undisclosed Patent Interests, upon transfer pursuant to Section 5.19); (iv) Liens
set forth in Section 1.1(g) of the Sellers Disclosure Schedule; (v) entitlements, customary
covenants, restrictions and other similar charges or encumbrances securing a liability of the
EMEA Sellers only that do not, individually or in the aggregate, impair in any material respect the
use or value of the Assets subject thereto and that exclusively secure Assumed Liabilities and (vi)
(x) the promises, declarations and commitments granted, made or committed in writing by the
Sellers to standard-setting bodies or industry groups concerning the Transferred Patents,
Purchased Specified UK Patents or Undisclosed Patent Interests, solely to the extent such
standard-setting bodies or industry groups, together with the title and number of the standard and
the Transferred Patents to which such promises, declarations or commitments apply (in each case,

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to the extent identified in the respective promise, declaration or commitment) are listed in Section
1.1(g) of the Sellers Disclosure Schedule, and (y) the commitments concerning the Transferred
Patents, Purchased Specified UK Patents or Undisclosed Patent Interests granted in writing by the
Sellers pursuant to the membership agreements, by-laws or policies of standard-setting bodies or
industry groups in which Sellers were participants, solely to the extent such standard-setting
bodies or industry groups and the related membership agreements, by-laws or policies, pursuant to
which such commitments were granted are listed in Section 1.1(g) of the Sellers Disclosure
Schedule, and solely to the extent the Sellers are bound by such standard-setting bodies’ or
industry groups’ membership agreements, by-laws or policies to bind the Purchaser to such
commitments.
“Person” means an individual, a partnership, a corporation, an association, a
limited or unlimited liability company, a joint stock company, a trust, a joint venture, an
unincorporated organization or other legal entity or Government Entity.
“Petition Date” has the meaning set forth in the recitals to this Agreement.
“Post-Closing Taxable Period” means any taxable period or portion thereof
beginning after the Closing Date.
“Post-Divestiture Commercial License” means with respect to each Divested
Business, any Contract entered into with Sellers or Affiliates of the Sellers, on or after the
Divestiture Date for such Divested Business, in connection with (i) performance required by
Retained Contracts (including, for the avoidance of doubt, the Retained Contracts themselves) or
(ii) sale, offer for sale, importation, distribution and/or lease of Inventory; in each case, where such
Contract includes a non-exclusive grant of rights under any of the Transferred Patents, the Jointly
Owned Patents, or the Specified UK Patents limited in time and scope to activities that would be
permitted after the Closing Date pursuant to the terms of the Closing Date License Agreement.
“Pre-Closing Taxable Period” means any taxable period or portion thereof ending
on or prior to the Closing Date.
“Pre-Divestiture Commercial License” means any Contract entered into prior to
the Petition Date in the ordinary course of business and, with respect to each Divested Business,
any Contract entered into after the Petition Date but prior to the Divestiture Date in the ordinary
course of business of such Divested Business, that: (1) provides for: (i) the manufacture of any
Nortel Product by, for or on behalf of, or under authority of, any Seller or any Affiliate of any
Seller, (ii) the sale, offer for sale, importation, distribution and/or lease (or in the case of software,
licensing) of any Nortel Product by, for or on behalf of, or under authority of, any Seller or any
Affiliate of any Seller, (iii) the servicing, including support, maintenance and installation, of any
Nortel Product by, for or on behalf of, or under authority of, any Seller or any Affiliate of any
Seller and use of Nortel Products in connection therewith, (iv) the provision by, for or on behalf of,
or under authority of any Seller or any Affiliate of any Seller of Nortel Services and use of Nortel
Products in connection therewith, (v) the right to interoperate or interface (excluding air interfaces)
with any Nortel Product and to use, make, sell, offer for sale, import, distribute and/or lease (or in
the case of software, license), and support and maintain, the interface or the interoperability
information (or software that provides the interface or interoperability), including as part of a

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Third Party product (but solely to the extent of the interface or the interoperability information); or
(vi) research and/or development, and the right to make, use, sell, offer for sale, import, lease and
support products, inventions or technologies resulting from such research and/or development,
provided that (A) such Contract is with at least one of the Sellers or one of their Affiliates, (B)
there is no ongoing performance of research and/or development by Sellers or their Affiliates
under such Contract as of the date hereof, (C) such contract includes a defined scope for the
research and development, (D) the scope of any Patent license granted under such Contract is
limited to the products, inventions or technologies developed as a result of the research and
development within the defined scope for such Contract, and (E) such Contract (w) is with a
university or research institution, (x) is a joint research and/or development agreement, (y)
provided for research and/or development by at least one of the Sellers or one of their Affiliates or
(z) provided for research and/or development that was directed at Nortel Products or was
otherwise for or on behalf of Sellers or their Affiliates; and (2) included a non-exclusive grant of
rights under any of the Transferred Patents, the Jointly Owned Patents or the Specified UK Patents
limited to any of the activities referred to in clauses (i) - (vi) above.
“Primary Party” means (i) the NA Sellers and NNUK, on the one hand, and (ii)
the Purchaser, on the other hand.
“Primary Seller Parties” means the NA Sellers and NNUK.
“Purchase Price” has the meaning set forth in Section 2.2.1.
“Purchased Specified UK Patents” means those Specified UK Patents assigned to
the Purchaser pursuant to the terms of this Agreement.
“Purchaser” has the meaning set forth in the preamble to this Agreement.
“Purchaser Authorized Agents” has the meaning set forth in Section 10.6(c).
“Purchaser Authorized Canadian Agent” has the meaning set forth in Section
10.6(c).
“Purchaser Authorized EMEA Agent” has the meaning set forth in Section
10.6(c).
“Purchaser Confidential Information” means (i) from and after the Closing,
competitively sensitive, proprietary or confidential information that pertains to the Assets, to the
Specified UK Patents, or to any identified Undisclosed Patent Interests that the Purchaser has
elected or is considering whether to elect to acquire pursuant to Section 5.19 (it being understood
that in the event any such information pertains to such assets but not exclusively to such assets,
Purchaser Confidential Information shall include only such portion of such information that
pertains to such assets and all such information shall be redacted to the maximum extent possible
before any such information is provided to any Person), including any information made available
to the Purchaser, any Sellers or their respective Affiliates following the Closing, and (ii) any
information that the Purchaser or its representatives furnish or otherwise make available to the
Sellers or their representatives that relates to the Assets, to the Specified UK Patents, or to any
identified Undisclosed Patent Interests or is otherwise furnished or made available by the
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Purchaser or its representatives to the Sellers or their representatives in connection with the
evaluation of the transactions contemplated by this Agreement regardless of the form in which
such information is communicated or maintained, and such portion of any notes, dockets, reports,
analyses, compilations, studies, files, claim charts, or other documents or material, whether
prepared by the Sellers or others, which contain or otherwise reflect such information.
“Purchaser Indemnitee” means the Purchaser and its Affiliates, successors and
assigns, and each of the respective current and former members, officers, directors, agents,
employees, partners, Affiliates and representatives of any such Person.
“Qualified Expenditures” has the meaning set forth in Section 6.5(b).
“Records Custodian” means a Person of international reputation that is reasonably
acceptable to the Purchaser and the NA Sellers.
“Restricted Technical Records” means the Livelink database or any other similar
database containing necessary documents with respect to the technical aspects of the Qualified
Expenditures of NNTC or NNL in their 2002 and subsequent taxation years.
“Retained Contracts” has the meaning set forth in Section 5.13(a).
“Secondary Proceedings” has the meaning set forth in the recitals to the
Agreement.
“Section 10.1 Indemnification Claim” has the meaning set forth in Section
10.1(b).
“Section 10.1 Notice of Claim” has the meaning set forth in Section 10.1(b).
“Section 10.1 Third Party Claim” has the meaning set forth in Section 10.1(a).
“Seller Authorized Agents” has the meaning set forth in Section 10.6(d).
“Seller Authorized Canadian Agent” has the meaning set forth in Section
10.6(d).
“Seller Authorized EMEA Agent” has the meaning set forth in Section 10.6(d).
“Seller Authorized U.S. Agent” has the meaning set forth in Section 10.6(d).
“Seller Indemnitee” means the Sellers and their Affiliates, successors and assigns,
and each of the respective current and former members, officers, directors, employees, agents,
partners, and Affiliates and representatives of any such Person.
“Seller License Indemnitees” means each of the Sellers party to the Optioned
Licenses and such Sellers’ respective current and former members, officers, directors, agents,
employees, partners, and representatives of any such Person and, in respect of the EMEA Sellers,
the Joint Administrators and French Liquidator.

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“Sellers” has the meaning set forth in the preamble to this Agreement.
“Sellers Disclosure Schedule” means the disclosure schedule delivered by the
Sellers to the Purchaser on the date hereof.
“Sellers’ Patents” means all (a) provisional patent applications, patent
applications, and patents set forth in Section 1.1(h) of the Sellers Disclosure Schedule (all such
provisional patent applications, patent applications, and patents, collectively the “Listed
Patents”); (b) national (of any country of origin) and multinational patents or patent applications (i)
to which any of the Listed Patents claims priority (directly or indirectly), (ii) for which any of the
Listed Patents forms a basis for priority (directly or indirectly), and/or (iii) which are subject to a
terminal disclaimer with any of the Listed Patents; (c) reissues, reexaminations, continuations,
continuations in part, continuing prosecution applications, requests for continuing examinations,
divisions, registrations or other extensions of any item in any of the foregoing categories (a) and
(b); (d) national (of any country of origin) and multinational counterparts of any item in any of the
foregoing categories (a) through (c), including certificates of invention, design registrations and
utility models; and (e) all rights provided by multinational treaties or conventions for any item in
any of the foregoing categories (a) through (d); but in the case of each of clauses (b) through (d), (i)
solely to the extent owned by the Sellers, and (ii) excluding the Excluded Patents.
“Service List” has the meaning set forth in Section 5.2(a).
“Short-Form Assignment” means short-form Patent assignments to be executed
by the Sellers and the Purchaser at or after the Closing, providing for the assignment of the Patents
included in the Transferred Patents and Purchased Specified UK Patents from the Sellers to the
Purchaser, in substantially the form of the assignments set forth as Exhibit KI.
“Software” means any computer programs, applications and interfaces, whether in
source code or object code, and all related documentation, user and operational guides and/or
manuals.
“Specified UK Patents” means (a) those patents, provisional patent applications
and patent applications specifically identified as such in Section 1.1(i) of the Sellers Disclosure
Schedule (“Specified Listed UK Patents”); (b) national (of any country of origin) and
multinational patents or patent applications (i) to which any of the Specified Listed UK Patents
claims priority (directly or indirectly), (ii) for which any of the Specified Listed UK Patents forms
a basis for priority (directly or indirectly), and/or (iii) which are subject to a terminal disclaimer
with any of the Specified Listed UK Patents; (c) reissues, reexaminations, continuations,
continuations in part, continuing prosecution applications, requests for continuing examinations,
divisions, registrations or other extensions of any item in any of the foregoing categories (a) and
(b); and (d) national (of any country of origin) and multinational counterparts of any item in any of
the foregoing categories (a) through (c), including certificates of invention, design registrations
and utility models; and (e) all rights provided by multinational treaties or conventions for any item
in any of the foregoing categories (a) through (d); but in the case of each of clauses (b) through (d),
(i) solely to the extent owned by the Sellers, and (ii) excluding the Excluded Patents, it being
understood that some of the items in categories (a)-(e) are subject to restrictions imposed under
applicable Law.

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“Straddle Period” has the meaning set forth in Section 6.4(b).
“Subsidiary” of any Person means any Person Controlled by such first Person.
“Supplementary Non-Disclosure Agreement” means the supplementary
non-disclosure agreement by and among NNL, NNI and the Purchaser, dated as of December
10,June 9, 2010, including any amendments thereto or restatements thereof.
“Survival Date” means the date that is the one-year anniversary of the Closing
Date.
“Tax” means (a) any domestic or foreign federal, state, local, provincial, territorial
or municipal taxes or other impositions by or on behalf of a Tax Authority or Government Entity,
including the following taxes and impositions: net income, gross income, individual income,
capital, value added, goods and services, harmonized sales, gross receipts, sales, use, ad valorem,
business rates, transfer, franchise, profits, business, environmental, real property, personal
property, service, service use, withholding, payroll, employment, unemployment, severance,
occupation, social security, excise, stamp, stamp duty reserve, customs, and all other taxes, fees,
duties, assessments, deductions, withholdings or charges of the same or of a similar nature,
however denominated, together with any interest, fines and penalties, additions to tax or additional
amounts imposed or assessed with respect thereto whether or not disputed, and (b) any obligation
to pay any amounts set forth in clause (a) with respect to another Person, whether by contract, as a
result of transferee or successor liability, as a result of being a member of an affiliated,
consolidated, combined or unitary group or otherwise for any period.
“Tax Authority” means any local, municipal, governmental, state, provincial,
territorial, federal, including any U.S., Canadian, UK or other fiscal, customs or excise authority,
body or officials (or any entity or individual acting on behalf of such authority, body or officials)
anywhere in the world with responsibility for, and competent to impose, collect or administer, any
form of Tax.
“Tax Credit Purchaser” has the meaning set forth in Section 6.5(b).
“Tax Returns” means all returns, reports (including any amendments, elections,
declarations, disclosures, claims for refunds, schedules, estimates and information returns) and
other information filed or required to be filed with any Tax Authority relating to Taxes.
“Third Party” means any Person that is not a Party or an Affiliate of a Party.
“Third Party Claim” has the meaning set forth in Section 9.3(a).
“Trade Secrets” means trade secrets, know-how and confidential technical or
business information.
“Trademarks” means all trademarks, service marks, trade dress, logos, trade
names, corporate names, business names; in each case, whether or not registered, including all
common law rights therein, and registrations, applications for registration and renewals thereof,
and all rights therein provided by multinational treaties or conventions.

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“Transaction Documents” means this Agreement and all ancillary agreements
entered into, or documents or instruments executed and delivered by, any Party pursuant to this
Agreement and in accordance with its terms.
“Transfer Taxes” means all goods and services, sales, excise, use, transfer, gross
receipts, documentary, filing, recordation, value-added, stamp, stamp duty reserve, and all other
similar Taxes, duties or other like charges, however denominated (including any real property
transfer Taxes and conveyance and recording fees and notarial fees) and for the avoidance of doubt,
shall exclude any Taxes on income or gains and shall include GST/HST and VAT (unless
otherwise stated), together with interest, penalties and additional amounts imposed with respect
thereto whether or not disputed.
“Transfer Tax Returns” has the meaning set forth in Section 6.7(a).
“Transferring Employees” shall have the meaning set forth in that certain
Employee Transfer Side Agreement attached hereto as Exhibit H.
“Transferred Licenses” means the license agreements set forth in Section 1.1(j) of
the Sellers Disclosure Schedule and the Optioned Licenses.
“Transferred Patents” means (a) the Sellers’ Patents and (b) the inventions
disclosed in the invention disclosures set forth in Section 1.1(k) of the Sellers Disclosure Schedule
(the “Listed Inventions”).
“UK Joint Administrators” has the meaning set forth in the preamble to this
Agreement.
“Undisclosed Patent Interest” has the meaning set forth in Section 5.19.
“U.S. Bankruptcy Code” means Title 11 of the United States Code.
“U.S. Bankruptcy Court” means the United States Bankruptcy Court for the
District of Delaware.
“U.S. Bankruptcy Rules” means the U.S. Federal Rules of Bankruptcy Procedure.
“U.S. Bidding Procedures and Sale Motion” has the meaning set forth in Section
5.1(ameans the motion filed April 4, 2011 by the Sellers who are U.S. Debtors for orders
authorizing and approving, among other things, the Bidding Procedures (as defined therein) and
the sale of the Assets (as defined therein).
“U.S. Bidding Procedures Order” has the meaning set forth in Section
5.1(ameans the order entered May 2, 2011 authorizing and approving, among other things the
Bidding Procedures (as defined in the U.S. Bidding Procedures and Sale Motion).
“U.S. Debtors” has the meaning set forth in the recitals to this Agreement.
“U.S. Sale Order” has the meaning set forth in Section 5.1(ab).

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“U.S. Sellers” means, collectively, NNI and the Other Sellers set forth on Exhibit
B.
“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 that Directive or any predecessor to it
or supplemental to that Directive or any tax of a similar nature which is imposed in any member
state of the European Union and which may be substituted for or levied in addition to it.
“365 Contracts” means the Assigned Contracts that are Executory Contracts of a
U.S. Debtor and were entered into before the Petition Date.
Interpretation.
Gender and Number. Any reference in this Agreement to gender includes all
genders and words importing the singular include the plural and vice versa.
Certain Phrases and Calculation of Time. In this Agreement (i) the words
“including” and “includes” mean “including (or includes) without limitation,” (ii) the terms
“hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement and not to any particular provision of this Agreement, and
Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections,
paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified, (iii) in the
computation of periods of time from a specified date to a later specified date, unless otherwise
expressly stated, the word “from” means “from but excluding” and the words “to” and “until” each
mean “to and including,” and (iv) the words “date hereof” or “date of this Agreement” shall mean
April 4,June 30, 2011. If the last day of any such period is not a Business Day, such period will
end on the next Business Day. When calculating the period of time “within” which, “prior to” or
“following” which any act or event is required or permitted to be done, notice given or steps taken,
the date which is the reference date in calculating such period is excluded from the calculation. If
the last day of any such period is not a Business Day, such period will end on the next Business
Day.
Headings, etc. The inclusion of a table of contents, the division of this Agreement
into Articles and Sections and the insertion of headings are for convenient reference only and are
not to affect or be used in the construction or interpretation of this Agreement.
Currency and Calculations. All monetary amounts in this Agreement, unless
otherwise specifically indicated, are stated in United States currency. All calculations and
estimates to be performed or undertaken, unless otherwise specifically indicated, are to be
expressed in United States currency. All payments required under this Agreement shall be paid in
United States currency in immediately available funds, unless otherwise specifically indicated.
Where another currency is to be converted into United States currency it shall be converted on the
basis of the exchange rate published in the Wall Street Journal, Eastern Edition for the day in
question.

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Statutory References. Unless otherwise specifically indicated, any reference to a
statute in this Agreement refers to that statute and to the regulations made under that statute, each
as in force from time to time.
ARTICLE II
PURCHASE AND SALE OF ASSETS
SECTION 2.1.

Section 1.3. Purchase and Sale.

2.1.1 1.3.1 Assets. Subject to the terms and conditions of this Agreement, at the
Closing, the Purchaser shall purchase or be assigned and assume from the relevant Sellers, and
each Seller shall sell, convey, transfer, assign and deliver to the Purchaser all of its right, title and
interest throughout the world in the following assets as and to the extent existing on the Closing
Date, other than the Excluded Assets (the “Assets”) (x) in the case of Assets that are transferred or
assigned by U.S. Debtors, free and clear of all Liens and Claims in the Chapter 11 Cases (other
than Permitted Encumbrances and Liens created by or through the Purchaser or any of its Affiliates)
pursuant to sections 363 and 365 of the U.S. Bankruptcy Code, (y) in the case of Assets that are
transferred or assigned by the Canadian Debtors, free and clear of all Liens and Claims in the
CCAA Cases (other than Permitted Encumbrances and Liens created by or through the Purchaser
or any of its Affiliates) pursuant to the Canadian Approval and Vesting Order, and (z) in the case
of Assets that are transferred or assigned by the EMEA Sellers, free and clear of all Liens (other
than Permitted Encumbrances and Liens created by or through the Purchaser or any of its
Affiliates):
the Transferred Patents, Specified UK Patents, and any inventions and
improvements claimed or disclosed therein, subject only to (1) any licenses granted thereunder
(excluding any reservation of rights by the Sellers pursuant to such licenses) (i) prior to the date
hereof that are (x) granted pursuant to Commercial Licenses entered into prior to the date hereof,
(y) specifically listed (including by use of defined term) in Section 2.1.1(a) of the Sellers
Disclosure Schedule or (z) Continuing Unlisted Licenses (it being understood that (a) the existence
of any such Continuing Unlisted Licenses will not limit the Purchaser’s rights under Sections
7.3(a), or 8.1(c)(i) or Article IX hereof; and (b) the existence of any license will not provide the
Purchaser with any right or remedy under Section 7.3(a), or 8.1(c)(i) or Article IX hereof based on
a breach of this Section 2.1.1(a)(i)); and (ii) on or after the date hereof, but solely to the extent they
are granted in compliance with Section 5.9 and either (x) constitute licenses granted pursuant to
Commercial Licenses entered into on or after the date hereof or (y) are identified to the Purchaser
in writing prior to the Closing Date, and (2) any Optioned Licenses, but, in eachthe case of the
foregoing clause (1), only to the extent that such licenses remain in force after Closing, together
with (A) the right, if any, to register or apply in all countries and regions in the Purchaser’s name
for patents, utility models, design registrations and like rights of exclusion and for inventors’
certificates for said inventions and improvements; (B) the right to prosecute, maintain and defend
the Transferred Patents before any public or private agency, office or registrar; (C) the right, if any,
to claim priority based on the filing dates of any of the Transferred Patents under the International
Convention for the Protection of Industrial Property, the Patent Cooperation Treaty, the European
Patent Convention, the Paris Convention, and all other treaties of like purposes; and (D) the right
to sue and recover damages or other compensation for past, present or future infringements thereof,

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the right to sue and obtain equitable relief, including injunctive relief, in respect of such
infringements, and the right to fully and entirely stand in the place of the Sellers in all matters
related thereto;
the Assigned Contracts, any claims arising under such Assigned Contracts on or
after the Closing Date, and prepaid expenses of the Sellers thereunder;
the tangible embodiments (including electronic copies) of all Patent Related
Documentation owned by the Sellers or their Affiliates to the extent in the possession or under the
control of the Sellers as of the date hereof or the Closing Date; provided that the Sellers shall have
the right to retain copies of any Patent Related Documentation for use in accordance with Section
2.1.1(d);
all rights to Intellectual Property (other than Trademarks) of any Seller, to the
extent embodied in the Patent Related Documentation and that relate (but with respect to Patent
Related Documentation listed in clauses (v) and (ix) of the definition of Patent Related
Documentation, only that exclusively relate) to the Transferred Patents or Purchased Specified UK
Patents; provided, however, that (1) the Sellers shall have the right to use and disclose Patent
Related Documentation to the extent necessary to perform their obligations, defend against the
assertion of, or otherwise limit Liability with respect to the Excluded Liabilities so long as the
Sellers shall have caused any Person to whom any nonpublic Patent Related Documentation is
disclosed to enter into a standard confidentiality agreement with the Purchaser, substantially in the
form of a model confidentiality agreement to be reasonably agreed among the Primary Parties
prior to the Closing Date, such entry by the Purchaser not to be unreasonably withheld,
conditioned or delayed; and (2) with respect to Patent Related Documentation listed in clauses (v)
and (ix) of the definition of Patent Related Documentation that does not exclusively relate to the
Transferred Patents or Purchased Specified UK Patents, the Purchaser shall have the right to use
and disclose such Patent Related Documentation subject to the terms of the Non-Disclosure
Agreement and (as applicable) the Supplementary Non-Disclosure Agreement;
all rights to the Sellers’ patent-related data applications set forth in Section 2.1.1(e)
of the Sellers Disclosure Schedule, which patent-related data applications are all of those used in
connection with the Transferred Patents and the Specified UK Patents to organize, maintain or
track information associated with the Patents (the “Patent Databases”); provided that, with
respect to the data applications set forth in Section 2.1.1(e) of the Sellers Disclosure Schedule, the
Sellers shall not transfer any rights with respect to such patent-related data applications unless the
Purchaser holds licenses to such applications as required for such transfer on the Closing Date;
all rights of the Sellers under any non-disclosure agreement, to the extent such
non-disclosure agreement relates to the Assets; and
all assets described in Section 2.1.9.2.1.9 and those additional assets listed on
Section 2.1.1(g) of the Sellers Disclosure Schedule.
2.1.2 1.3.2 Excluded Assets. Notwithstanding anything in this Section 2.1 or
elsewhere in this Agreement or in any of the other Transaction Documents to the contrary, the
Sellers shall retain their respective right, title and interest in and to, and the Purchaser shall have no

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rights with respect to the right, title and interest of the Sellers in and to, the following assets
(collectively, the “Excluded Assets”):
cash and cash equivalents, accounts receivable (including intercompany
receivables but other than as provided in Section 2.1.1(b)), bank account balances and all petty
cash of the Sellers;
all rights to Tax refunds, credits or similar benefits relating to the Assets allocable
to a Pre-Closing Taxable Period or to the portion of a Straddle Period ending on and including the
Closing Date, except to the extent expressly transferred by this Agreement to the Purchaser;
except as expressly provided herein, including pursuant to Section 2.1.1, any rights
of the Sellers under any Contract (it being understood that no Seller shall retain any rights to
enforce any patent rights in any of the Assets for past, present or future infringements thereof or
any damages or equitable relief, regardless of whether any Contract pertains to any of the Assets);
except as expressly provided herein, including pursuant to Section 2.1.1, any
Intellectual Property or domain names (i) of any Seller or any Affiliate of any Seller, and (ii) of any
Third Party, except pursuant to the Assigned Contracts;
all rights of the Sellers under this Agreement and the other Transaction Documents;
all of the rights and claims of the U.S. Debtors, of whatever kind or nature,
available to the U.S. Debtors under (i) the U.S. Bankruptcy Code, including all actions that have
been or may be commenced in the U.S. Bankruptcy Court pursuant to Sections 541, 542, 547, 548,
549 and/or 550 of the U.S. Bankruptcy Code and (ii) any applicable Laws of the United States, any
state, territory or possession thereof or the District of Columbia incorporated into the Bankruptcy
Code pursuant to Section 544 thereof, and any and all proceeds of the foregoing;
all records prepared solely for purposes of the negotiations regarding the retention,
sale or other disposition of the Assets, but excluding, for the avoidance of doubt, the Patent
Related Documentation;
except as contemplated by Section 6.5, the Tax records of the Sellers;
all license agreements to which any of the Sellers is a party other than the
Transferred Licenses (the “Excluded Licenses”);
the Excluded Patents; and
any and all other assets and rights of the Sellers not specifically included in Section
2.1.1.
2.1.3 1.3.3 Assumed Liabilities. On the terms and subject to the conditions set
forth in this Agreement, at the Closing, the Purchaser shall assume and become responsible for,
and perform, discharge and pay when due, the following Liabilities of the Sellers (which, except as
contemplated by clause (c) of this Section 2.1.3, shall not include any Liabilities resulting from the
acquisition, ownership, use, operation or maintenance of the Assets prior to the Closing), and

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which, for the avoidance of doubt, shall not include any Excluded Liabilities) (the “Assumed
Liabilities”):
all Liabilities with respect to the ownership or exploitation of the Assets by or
through the Purchaser arising after the Closing Date, including all such Liabilities related to
Actions or claims brought against the Assets to the extent such Actions or claims relate to
post-Closing ownership or exploitation by or through the Purchaser of the Assets, and all
maintenance fees and prosecution costs related to the Transferred Patents associated with the
ownership or exploitation by or through the Purchaser of the Assets, or otherwise arising by or
through the Purchaser, after the Closing Date;
all Liabilities arising from or in connection with the performance of the Assigned
Contracts (or breach thereof) after the Closing Date or constituting Cure Costs payable by the
Purchaser pursuant to Section 2.1.7 (subject to the limits set forth in Section 2.1.7); and
all Liabilities for any Tax that the Purchaser bears under Article VI (for the
avoidance of doubt, other than pursuant to Section 6.9(a)).; and
(a)
except to the extent otherwise expressly set forth in Section 5.28, all
Liabilities related to or arising from any of the following: (i) the Purchaser’s or its limited partner’s
employment or termination of employment of Transferring Employees arising after the Closing
Date; (ii) the terms of any offer of employment to any Employees who is provided an offer
pursuant to the terms of Section 5.28 and (iii) all Liabilities related to Transferring Employees
expressly assumed by Purchaser as set forth in Section 5.28.
2.1.4 1.3.4 Excluded Liabilities. Except as expressly provided in Section 2.1.3 or
2.1.8, the Purchaser shall not assume at the Closing any of the Liabilities of any Seller or any of the
Sellers’ Affiliates (collectively, the “Excluded Liabilities”). The Sellers and the Purchaser
hereby acknowledge and agree that the Purchaser shall not accept, assume, agree to pay, perform
or otherwise discharge or satisfy or be liable for any Excluded Liabilities. Without limiting the
foregoing (but subject to Sections 2.1.3 and 2.1.8), Excluded Liabilities include:
all Liabilities of any Seller or of any Affiliate of any Seller under Contracts that are
not Assigned Contracts;
all Liabilities for any Tax other than those that the Purchaser is required to bear
under Article VI;
all Liabilities of any Seller or any Affiliate of any Seller respecting employees,
collective bargaining agreements, pensions, benefits, product liability, environmental
contamination or remediation;
all Liabilities of any Seller or any Affiliate of any Seller constituting losses, costs or
expenses (including fines, penalties, attorney fees and the costs of any investigations) associated
with, relating to or arising out of any action, arbitration, audit, claim, hearing, investigation,
litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced,
brought, conducted, or heard by or before any Government Entity or arbitrator against the Sellers
or any of their Affiliates or any of their respective representatives, or the Assets;
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all Liabilities of any Seller or any Affiliate of any Seller arising from state,
provincial or bankruptcy law theories of recovery, including fraudulent transfer; and
any and all Liabilities of any Seller or of any Affiliate of any Seller not specifically
included in Section 2.1.3 or specifically assumed by the Purchaser pursuant to Section 2.1.8.2.1.8;
(a)

all Employee Excluded Liabilities.

2.1.5 1.3.5 Assumption and Assignment of 365 Contracts. The U.S. Debtors
shall seek the approval of the U.S. Bankruptcy Court to the assumption and assignment of the 365
Contracts effective as of the Closing as part of the U.S. Sale Order in accordance with Section 5.1.
2.1.6 1.3.6 Assignment of Non-365 Contracts.
Subject to the receipt of any required Consent, all of the Non-365 Contracts in
effect as of the Closing shall be assigned to the Purchaser at Closing pursuant to Section 2.1.1(b).
The Parties shall use their reasonable best efforts to obtain all Consents required to
permit the assignment to the Purchaser of the Non-365 Contracts in force as of the Closing Date;
provided, however, that the Sellers shall be under no obligation to compromise any right, asset or
benefit or to expend any amount or incur any Liability in seeking such Consents. For greater
certainty, the failure to obtain any or all of such Consents described in the foregoing sentence shall
not in itself entitle the Purchaser to terminate this Agreement or fail to complete the transactions
contemplated hereby or entitle the Purchaser to any adjustment to the Purchase Price.
2.1.7 1.3.7 Cure Costs; Adequate Assurance.
To the extent that assumption and assignment of any 365 Contract entails the
payment of any Cure Cost, the Purchaser shall pay or otherwise provide for payment of such Cure
Cost, as required by the U.S. Bankruptcy Code and provided in the U.S. Sale Order or, in the case
of a Non-365 Contract, as may be agreed with the counterparty with respect thereto. No payment
of Cure Costs by the Purchaser under this Section 2.1.7 shall entitle the Purchaser to any
adjustment to the Purchase Price.
Prior to the hearing before the U.S. Bankruptcy Court to assume the 365 Contracts,
the Purchaser shall provide adequate assurance of its future performance under each 365 Contract
to the parties thereto (other than the U.S. Debtors) in satisfaction of Section 365(f)(2)(B) of the
U.S. Bankruptcy Code and to the extent required by the U.S. Sale Order.
2.1.8 1.3.8 Non-Assignable Assets. Notwithstanding anything in this Agreement
to the contrary, if any requisite Consent of a Third Party (including a Government Entity) has not
been obtained on or prior to the Closing and an attempted direct or indirect sale, transfer, lease,
sublease or assignment of such Asset, without such Consent, would constitute a breach, default,
violation or other contravention of Law or the rights of such Third Party or would be ineffective
with respect to any party to a Contract concerning such Asset, then, unless any such Consent is
subsequently obtained, this Agreement shall not constitute an agreement to sell, transfer or assign,
directly or indirectly, any Asset or any obligation or benefit arising thereunder. For the avoidance
of doubt, the Parties acknowledge that, subject to Article VII and Article IX, failure to obtain any
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such Consent shall not entitle the Purchaser to terminate this Agreement or fail to complete the
transactions contemplated hereby or entitle the Purchaser to any adjustment of the Purchase Price.
In the case of Assets (i) that cannot be transferred or assigned without the consent of Third Parties,
which consent has not been obtained prior to the Closing, the Sellers shall, at the Sellers’ sole
out-of-pocket cost, reasonably cooperate with the Purchaser in endeavoring to obtain such Consent
(but, for the avoidance of doubt, Seller shall not be required pursuant to this clause (i) to pay any
fee or other consideration to any Third Party whose consent is required in connection with the
transfer of any Assets) and, if any such Consent is not obtained, the Sellers shall, following the
Closing, cooperate with the Purchaser in all reasonable respects to enter into an arrangement
reasonably acceptable to the Purchaser and the Primary Seller Parties pursuant to which the
Purchaser would obtain the benefit of such Asset, Contract or other commitment and assume the
obligations and economic burden thereunder (it being understood, without limiting the generality
of the foregoing, that in the event that a Consent required for the transfer or assignment of a
Transferred Patent or Specified UK Patent is not obtained by the Closing, the Sellers shall,
concurrently with the Closing and to the maximum extent and scope permitted by applicable Law
and not prohibited by any Contract (including the licenses listed in Section A.I(b) of the Sellers
Disclosure Schedule), grant the Purchaser an irrevocable, worldwide, royalty free, perpetual,
exclusive (subject to pre-existing license grants of the type subject to which Assets are assigned
pursuant to Section 2.1.1(a)), freely assignable, sublicensable, transferable and fully paid up
license under such Patent; or, if the Sellers are not permitted by applicable Law or are prohibited
by a Contract from granting such an exclusive license, the Sellers shall grant the license to the
Purchaser as a non-exclusive license to the maximum extent and scope permitted by applicable
Law and not prohibited by any Contract (including the licenses listed in Section A.I(b) of the
Sellers Disclosure Schedule); it being further understood that the terms of any such license with
respect to the Specified UK Patents is set forth in the form of Closing Date License Agreement
attached hereto as Exhibit NL), or (ii) that are otherwise not transferable or assignable, the Sellers
shall, following the Closing, reasonably cooperate with the Purchaser to enter into an arrangement
pursuant to which the Purchaser would obtain the benefit of such Asset, Contract or other
commitment and assume the obligations and economic burden thereunder. The obligation of the
Sellers to provide such reasonable cooperation under this Section 2.1.8 shall continue for at least
one (1) year following the Closing Date and shall thereafter continue until such time as a Seller
shall determine in good faith that the discontinuance of its cooperation is reasonably necessary to
effectuate its winding up and/or dissolution (in which case such cooperation obligations under this
Section 2.1.8 shall terminate only as to such Seller). The Parties acknowledge and agree that the
obligations under this Section 2.1.8 shall not affect the right of any Seller to wind down pursuant to
applicable Law at any time after the date that is one year after the Closing Date.
2.1.9 1.3.9 Assignment of Title to Patent Related Documentation. Except for
those interests in tangible embodiments of the Patent Related Documentation retained by the
Sellers pursuant to Section 2.1.1(c), all of the Sellers’ right, title and interest in and to any and all
tangible embodiments of the Patent Related Documentation as of the Closing Date, whether or not
the tangible embodiments of such Patent Related Documentation are in Sellers’ possession or
control, shall be transferred and assigned to the Purchaser at Closing.

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SECTION 2.2.

Section 1.4. Purchase Price.

2.2.1 1.4.1 Purchase Price. Pursuant to the terms and subject to the conditions set
forth in this Agreement, in consideration of the sale of the Assets pursuant to the terms hereof, the
Purchaser shall assume and become obligated to pay, perform and discharge, when due, the
Assumed Liabilities and shall pay to the Escrow Agent the Good Faith Deposit pursuant to Section
2.2.2 and to the Distribution Agent as agent for the Sellers an aggregate amount of cash equal to
NineFour Billion Five Hundred Million Dollars ($900,000,0004,500,000,000) (the “Purchase
Price”), less (i) the amount of the Good Faith Deposit together with actual earnings thereon, less
(ii) any Optioned Licenses Fees; provided that, for the avoidance of doubt, amounts of or in respect
of Transfer Taxes shall be paid directly to the relevant Seller, Joint Administrators, the French
Liquidator or Tax Authority pursuant to and in accordance with the relevant provisions of this
Agreement.
2.2.2 1.4.2 Good Faith Deposit.
No later than 3 (three) Business Days after the later of (x) the date that the U.S.
Bidding Procedures Order is entered and (y) the date that the Canadian Sales Process Order is
entered, the Purchaser will deliver to the Escrow Agent cash in the amount of Twenty Seven
Million Dollars ($27,000,000) (the “Good Faith Deposit”) to serve as earnest money under this
Agreement.[Reserved.]
(b)

In accordance with the Escrow Agreement:

(a)
(i) ifIf the Closing occurs, the Good Faith Deposit, together with actual
earnings thereon, shall be deposited with the Distribution Agent and applied to the Purchase Price
to be paid by the Purchaser pursuant to Section 2.2.1; or
(b)
(ii) ifIf the Closing does not occur and this Agreement is terminated in
accordance with the terms hereof, and there are damages payable under this Agreement to any of
the Sellers by the Purchaser in excess of any damages payable to the Purchaser by any of the
Sellers under this Agreement, the Good Faith Deposit, together with actual earnings thereon, shall
be applied to such excess damages, after which the remainder of the Good Faith Deposit, together
with actual earnings thereon, shall be returned to the Purchaser; or, if no such excess damages are
payable to the Sellers, the Good Faith Deposit, together with actual earnings thereon, shall be
returned to the Purchaser.
1.4.3 Deposit Escrow.
(a)
Each of the Primary Seller Parties, NNSA and the Purchaser has entered
into the Escrow Agreement with the Escrow Agent in order to secure payment of the Good Faith
Deposit as provided in this Agreement and provide for the disposition of such Good Faith Deposit.
(b)
Each of the Primary Seller Parties, NNSA and the Purchaser hereby
undertakes to promptly execute and deliver to the Escrow Agent, in accordance with the
formalities set forth in the Escrow Agreement, joint instructions to pay to the Distribution Agent
(as distribution agent for the Sellers) or the Purchaser, as applicable, funds from the Deposit

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Escrow Account any time that any Person becomes entitled to such payment from the Deposit
Escrow Account pursuant to this Agreement.
2.2.3 1.4.4 Purchase Price Allocation.
The Parties shall (i) first allocate to the tangible Assets, if any, a proportion of the
Purchase Price (and, to the extent properly taken into account under the applicable Tax Laws, the
Assumed Liabilities), equal to the net book value of such Assets as of the Closing Date and (ii)
then allocate the balance of the Purchase Price, as adjusted in clause (i) of this Section, to the
intangible Assets.
To the extent necessary to file Transfer Tax Returns, the Parties shall negotiate in
good faith to determine an allocation of the Purchase Price (and, to the extent properly taken into
account under the applicable Tax Laws, the Assumed Liabilities), among the Assets in accordance
with the principles of Section 1060 of the Code and the Treasury regulations promulgated
thereunder and other applicable Tax Laws, which allocation shall be subject to the principles of
Section 2.2.42.2.3(a) (such allocation, a “Partial Allocation”). The Purchaser shall deliver to the
other Primary Party a proposed Partial Allocation within ten (10) Business Days after the Closing
Date. If the Parties do not reach agreement on a Partial Allocation after negotiating in good faith
for a period of ten (10) Business Days from the date upon which the Purchaser delivers to the other
Primary Party its proposed Partial Allocation, the Partial Allocation shall be submitted to the
Accounting Arbitrator, which shall prepare a final Partial Allocation; provided, however, that if a
different Partial Allocation is required by a Government Entity (including for this purpose an
allocation required, approved or authorized pursuant to a Bankruptcy Proceeding), then the Partial
Allocation shall be modified as necessary to be consistent with the required allocation (but in all
cases shall be subject to the principles of Section 2.2.42.2.3(a)). Notwithstanding the preceding
sentence, if the Parties have not reached agreement on the Partial Allocation and the Accounting
Arbitrator has not submitted its determination on or before the date that a Transfer Tax Return is
required to be filed with the relevant Tax Authority (giving effect to any valid extensions) pursuant
to Section 6.7(b), then such Transfer Tax Return shall be timely filed in the manner that the Party
with primary responsibility for paying the liability associated with such return reasonably
determines and shall, upon receiving the Accounting Arbitrator’s later determination and to the
extent permitted under applicable Law, promptly file an amended return in accordance therewith.
The Parties agree (i) to be bound by the final Partial Allocation accepted by the Parties or prepared
by the Accounting Arbitrator (as modified to be consistent with the allocation required by a
Government Entity, as described above), as applicable, and (ii) to act in accordance with the
allocations contained in such final Partial Allocation for all purposes relating to Transfer Taxes
(including the preparation and filing of any Transfer Tax Returns).
SECTION 2.3.

Section 1.5. Closing.

2.3.1 1.5.1 Closing Date. The completion of the purchase and sale of the Assets
and the assumption of the Assumed Liabilities (the “Closing”) shall take place at the offices of
Cleary Gottlieb Steen & Hamilton LLP in New York, New York, commencing at 8:00 am New
York time on the date which is five (5) Business Days after the day upon which all of the
conditions set forth under Article VII (other than conditions to be satisfied at the Closing, but
subject to the waiver or fulfillment of those conditions) have been satisfied or, if permissible,

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waived by the Primary Seller Parties and/or the Purchaser (as applicable), or on such other place,
date and time as shall be mutually agreed upon in writing by the Purchaser and the Primary Seller
Parties (the day on which the Closing takes place being the “Closing Date”). The Closing will be
deemed completed at the time the Parties release and exchange signature pages and the Sellers,
Distribution Agent and the Purchaser, as applicable, receive the deliverables set forth in Section
2.3.2.
Upon occurrence of the Closing, simultaneously with the deliveries by the
Purchaser described in Section 2.3.2(a) and (b), legal title, equitable title and risk of loss with
respect to the Assets will thereupon transfer to the Purchaser, and the Assumed Liabilities will be
assumed by the Purchaser in accordance with the terms hereof.
2.3.2 1.5.2 Closing Actions and Deliveries. At the Closing:
The Purchaser shall deliver to the Distribution Agent, as distribution agent for the
Sellers, an amount equal to the Purchase Price minus the Good Faith Deposit (together with any
actual earnings thereon) and minus the Indemnification Escrow Amount by wire transfer in
immediately available funds to an account or accounts designated at least two Business Days prior
to the Closing Date by the Distribution Agent in a written notice to the Purchaser;
(b)
The Purchaser shall deliver to the Escrow Agent Forty-Five Million Dollars
($45,000,000) (increased by any actual earnings thereon, the “Indemnification Escrow Amount”)
by wire transfer in immediately available funds to an account or accounts designated by the
Escrow Agent at least two Business Days prior to the Closing Date pursuant to the Escrow
Agreement (such account, the “Indemnification Escrow Account”);
(c)
The Primary Seller Parties, NNSA and the Purchaser shall cause the Escrow
Agent to deliver to the Distribution Agent (as agent for the Sellers) the Good Faith Deposit
(together with actual earnings thereon) by wire transfer in immediately available funds to an
account or accounts designated at least two Business Days prior to the Closing Date by the
Distribution Agent in a written notice to the Primary Seller Parties, NNSA and the Purchaser;
(a)

(d) The Sellers shall deliver, or cause to be delivered, to the Purchaser:

all duly executed instruments of conveyance and assignment as the
Purchaser shall reasonably deem necessary or appropriate to vest in the Purchaser
(or its designee, as the case may be) each Seller’s right, title and interest in, to and
under the Assets and Assigned Contracts;
a copy of each of the U.S. Sale Order, and the Canadian Approval and
Vesting Order and the French Court Order;
the officer’s certificate required to be delivered pursuant to Section 7.2(c);
an executed Monitor’s certificate substantially in the form attached to the
Canadian Approval and Vesting Order, provided that all events to be certified
therein by the Monitor have occurred;

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subject to Section 5.11, a true, complete and (except to the extent executed
copies thereof are not theretofore obtained pursuant to Section 5.8(d), the Contracts
listed in Section 2.3.2(db) of the Sellers Disclosure Schedule) executed copy of
each (A) Outbound License Agreement, Cross License Agreement, Joint
Ownership Agreement and Continuing Unlisted License (if any), (B) agreement
and other document at any time contained in the Data Room and available to the
Purchaser, other than documents that have been updated or superseded by
subsequent drafts of such documents the latest drafts of which are available in the
Data Room as of the date hereof, (C) Transferred License and (D) non-disclosure
agreement signed in connection with discussions concerning potential infringement,
sale or licensing of any of the Transferred Patents or Specified UK Patents within
the past two (2) years (it being understood that (1) the Sellers shall deliver to the
Purchaser all such agreements and documents as provided in clauses (A)-(D) above
in unredacted form except to the extent that the Sellers may be prohibited by
applicable Law or by the terms of a Contract existing prior to the date hereof from
providing unredacted versions to the Purchaser, in which case, the Sellers shall
deliver to the Purchaser versions of such agreements and other documents redacted
solely to the extent required by the applicable Law or Contract, (2) in accepting
redacted copies of such agreements or other documents, the Purchaser is not
waiving its rights to review or compel disclosure of unredacted versions of such
agreements or other documents in future legal proceedings relating to the Assets, or
otherwise and (3) no Party is hereby acknowledging that such delivery of
unredacted versions is in fact prohibited);
the Patent Power of Attorney; and
the letters to the Sellers’ counsel to be delivered pursuant to Section
5.8(b)(ii).
(b)
(e) Each Primary Party shall deliver, or cause to be delivered, to the other
any other documents reasonably requested by such other Primary Party in order to effect, or
evidence the consummation of, the transactions contemplated herein, including the Short-Form
Assignments, the Closing Date License Agreement and the Common Interest Agreement.
(c)
(f) The Purchaser and NNL shall deliver a duly executed copy of the
Assumption Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER
Each of the Parent and theThe Purchaser hereby represents and warrants to the
Sellers as follows:
SECTION 3.1.

Section 1.6. Organization and Corporate Power.

Each of the Parent and theThe Purchaser is a corporationlimited partnership duly
organized and validly existing and in good standing under the Laws of Delaware. Each of the
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Parent and theThe Purchaser has all requisite power and authority to enter into, deliver and
perform its obligations pursuant to this Agreement and any Transaction Documents to which it is
or will become a party.
Each of the Parent and theThe Purchaser is qualified to do business as contemplated
by this Agreement and the other Transaction Documents to which it is or will become a party and
to own or lease and operate its properties and assets, including, following the Closing, the Assets,
except to the extent that the failure to be so qualified would not, individually or in the aggregate,
materially hinder, delay or impair the Parent’s or the Purchaser’s ability to carry out its obligations
under, and to consummate the transactions contemplated by, this Agreement.
SECTION 3.2.

Section 1.7. Authorization; Binding Effect; No Breach.

The execution, delivery and performance of each Transaction Document to which
the Parent or the Purchaser is, or at the Closing Date will be, a party have been duly authorized by
the Parent or the Purchaser, as applicable. Assuming due authorization, execution and delivery by
the relevant Sellers, each Transaction Document to which the Parent or the Purchaser is, or at the
Closing Date will be, a party constitutes, or upon execution thereof will constitute, a valid and
binding obligation of the Parent or the Purchaser, as applicable, enforceable against the Parent or
the Purchaser, as applicable, in accordance with its respective terms.
The execution, delivery and performance by the Parent or Purchaser of the
Transaction Documents to which the Parent or the Purchaser is, or on the Closing Date will be, a
party do not and will not conflict with or result in a breach of the terms, conditions or provisions of,
constitute a default under, result in a violation of, or require any Consent of any Person (other than
the Mandatory Regulatory Approvals) or other action by or declaration or notice to any
Government Entity pursuant to (i) the articles, charter or by-lawscertificate of formation or limited
partnership agreement (or similar governing document) of the Parent or Purchaser; (ii) any
Contract or other document to which the Parent or Purchaser, as applicable, is a party or to which
any of the Parent’s or Purchaser’s assets, as applicable, is subject; or (iii) any Laws to which the
Parent or Purchaser, as applicable, or any of the Parent’s or the Purchaser’s assets as applicable, is
subject; except, in the case of clauses (ii) and (iii) of this sentence, for such defaults, violations,
actions and notifications that would not, individually or in the aggregate, materially hinder, delay
or impair the Parent’s or the Purchaser’s ability to carry out its obligations under, and to
consummate the transactions contemplated by, this Agreement.
SECTION 3.3.
Financing. (a) The Purchaser has delivered to the Sellers
correct and complete copies of executed commitment letters of even date herewith (such
commitment letters collectively, the “Commitment Letters”) pursuant to which the other parties
thereto (the “Equityholders”) has each committed, subject solely to the terms and conditions
expressly set forth therein, to make capital contributions and other payments to the Purchaser for
purposes of funding the transactions contemplated herein and paying any other amount due
hereunder or in respect hereof (the “Commitments”). The Commitment Letters in the forms so
delivered are valid and in full force and effect and are legal, valid and binding agreement of the
Equityholders, enforceable against the Equityholders in accordance with their respective terms.
Except as set forth in the Commitment Letters there are no conditions precedent to the obligations
of the Equityholders to fund the Commitments.

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(b)
Section 1.8. Financing. The Parent has, as of the date hereof, and theUpon
the funding of the Commitments in accordance with and subject to their terms and conditions,
Purchaser will have, as of the Closing, (i) sufficient funds available for purposes of paying the
Purchase Price (less the amount of the Good Faith Deposit) and paying any other amount due
hereunder or in respect hereof, and (ii) the resources and capabilities (financial or otherwise) to
perform its obligations hereunder, including the Assumed Liabilities. The Purchaser has not, as of
the date hereof, and will not have, as of the Closing, incurred any obligation, commitment,
restriction or liability of any kind that would materially impair or adversely affect such resources
and capabilities. The Purchaser’s obligations to consummate the transactions contemplated by this
Agreement are not conditioned or contingent in any way upon the receipt of financing from any
Person or the availability of funds to the Purchaser (including the Commitments).
SECTION 3.4.
Section 1.9. Adequate Assurance of Future Performance.
To the extent required by any U.S. Bankruptcy Laws, the Purchaser will be able to provide, at
Closing or on such earlier date as is designated by the U.S. Bankruptcy Court, adequate assurance
of its future performance under each 365 Contract to the parties thereto (other than the U.S.
Debtors) in satisfaction of section 365(f)(2)(B) of the U.S. Bankruptcy Code. The Purchaser
acknowledges and agrees that, if it becomes necessary to provide a 365 Contract counterparty with
additional assurances to satisfy the Purchaser’s obligations under Section 2.1.7, the Purchaser shall
perform all actions and bear all such costs and expenses as may be necessary or advisable in
connection with its obligations under Section 2.1.7 without recourse to any Seller.
SECTION 3.5.
Representations and Warranties.

Section 1.10. Purchaser’s Acknowledgments; Exclusivity of

Each of the Parent and theThe Purchaser is experienced and sophisticated with
respect to transactions of the type contemplated by this Agreement and the other Transaction
Documents. In consultation with experienced counsel and advisors of its choice, each of the
Parent and the Purchaser has conducted its own independent review and analysis of the Assets, the
Assumed Liabilities, and the rights and obligations it is acquiring and assuming under this
Agreement and the other Transaction Documents. Each of the Parent and theThe Purchaser
acknowledges that it and its representatives have been permitted such access to the books and
records, contracts and other properties related to the Assets as it required to complete its review,
and that it and its representatives have been provided with an opportunity to meet with the officers
and other employees of the Sellers, to discuss the conduct of business related to the Assets.
Each of the Parent and theThe Purchaser acknowledges and agrees that:
except for the representations and warranties expressly set forth in Article
IV and the statements set forth in Annex I, neither the Parent nor the Purchaser has
not relied on, and each hereby specifically disclaims, any representation or
warranty from the Sellers or any Affiliate of any such Person, or the Joint
Administrators, the French Liquidator or any of their firms, partners, employees,
agents, advisors or representatives or any employee, officer, director, accountant,
financial, legal or other representative of the Sellers or by the Joint Administrators,
the French Liquidator or any of their firms, partners, employees, agents, advisors or
representatives in determining whether to enter into this Agreement;

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except for the representations and warranties expressly set forth in Article
IV and the statements set forth in Annex I, none of the Sellers, or any employee,
officer, director, accountant, financial, legal or other representative of the Sellers,
or any Affiliate of any such Person has made any representation or warranty,
express or implied, as to the Assets (including any implied representation or
warranty as to the condition, merchantability, suitability or fitness for a particular
purpose of any of the Assets including under the International Convention on
Contracts for the Sale of Goods (Geneva Convention) and any other applicable sale
of goods Laws), the Assumed Liabilities, or any Affiliate of any such Person or as
to the accuracy or completeness of any information regarding any of the foregoing
that the Sellers, or any other Person furnished or made available to the Parent or the
Purchaser or theirits representatives (including any projections, estimates, budgets,
offering memoranda, management presentations or due diligence materials);
none of the Sellers, the Joint Administrators, the French Liquidator or any
other Person shall have or be subject to any Liability to the Parent or the Purchaser
or any other Person resulting from the distribution to the Parent or the Purchaser, or
the Parent or the Purchaser’s use, of the information referred to in Section 3.5(b)(ii);
and
the enforceability of this Agreement against the Sellers is subject to entry of
the U.S. Bidding ProceduresSale Order and the Canadian Sales ProcessApproval
and Vesting Order.
Without limiting the generality of the foregoing, EACH OF THE PARENT AND
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY
PROVIDED HEREIN (INCLUDING IN ANNEX I), THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
TITLE OF ASSETS, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL
PROPERTY, OR REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY
TRANSFERRED PATENTS, JOINTLY OWNED PATENTS, SPECIFIED UK PATENTS, OR
UNDISCLOSED PATENT INTERESTS.
SECTION 3.6.
Section 1.11. Brokers. Except for fees and commissions that
will be paid by the Parent or the Purchaser, no broker, finder or investment banker is entitled to any
brokerage, finder’s or similar fee or commission in connection with the transactions contemplated
by this Agreement and the other Transaction Documents based upon arrangements made by or on
behalf of the Parent or the Purchaser or any of their Affiliates.
SECTION 3.7.
Section 1.12. Independence. In respect of NNSA, each of
the Parent and the Purchaser acknowledges and agrees that: it wholly satisfies, without limitation,
the statutory conditions set out under Section L.642-3 of the FCC in that (i) none of the
Parent,neither the Purchaser, nor any director thereof has been or is a director (administrateur), a
managing director (directeur général or directeur général délégué) or the President (Président) of,
or has had or has, directly or indirectly, de facto Control over, NNSA and (ii) the Purchaser is not
directly or indirectly Controlled by: (x) NNSA, or (y) any past or present director (administrateur),
managing director (directeur général or directeur général délégué) or President (Président) of, or

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any person having de facto Control over, NNSA, or (z) the father, mother, son, daughter, brother or
sister (in each case, by blood or in-law by marriage) of any natural person in clause (y).
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Except as expressly set forth in the applicable sections of the Sellers Disclosure
Schedule, (i) each of the NA Sellers and Other Sellers jointly and severally represents and warrants
to the Purchaser as set forth in Section 4.1 through Section 4.2(b) and Section 4.3; (ii) NNC and
NNL jointly and severally represent and warrant to the Purchaser as set forth in Section 4.4 and
Section 4.5; and (iii) the Joint Administrators, the EMEA Sellers and NNSA represent and warrant
to the Purchaser as set forth in Sections 4.2(c), (d) and (e), respectively.
SECTION 4.1.

Section 1.13. Organization and Corporate Power.

Each NA Seller and Other Seller is duly organized and validly existing under the
Laws of the jurisdiction in which it is organized. Subject to entry of the U.S. Bidding Procedures
Order and the U.S. Sale Order in the case of the U.S. Debtors and the Canadian Sales Process
Order and Canadian Approval and Vesting Order in the case of the Canadian Debtors and receipt
of other Consents required from the U.S. Bankruptcy Court and the Canadian Court in connection
with the transactions contemplated hereby and in the other Transaction Documents (collectively,
the “Bankruptcy Consents”), each of the NA Sellers and Other Sellers has the requisite corporate
power and authority to enter into, deliver and perform its obligations pursuant to this Agreement
and each of the Transaction Documents to which it is or will become a party.
Each of the NA Sellers and the Other Sellers is qualified to do business and to own,
lease or otherwise hold its properties and assets, including the Assets, and to conduct its business
as presently conducted, as applicable in each jurisdiction in which its ownership of property or
conduct of business relating to the Assets requires it to so qualify, except for jurisdictions where
the failure to be so qualified does not have, and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.
SECTION 4.2.

Section 1.14. Authorization; Binding Effect; No Breach.

Subject to the receipt of the Bankruptcy Consents, the execution, delivery and
performance by each NA Seller and Other Seller of this Agreement and each of the Transaction
Documents to which such NA Seller or Other Seller is, or at the Closing will be, a party has been
duly authorized by such NA Seller or Other Seller. Subject to receipt of the Bankruptcy Consents,
and assuming due authorization, execution and delivery by the Purchaser, the Transaction
Documents to which any NA Seller or Other Seller is or will be a party, will constitute a legal,
valid and binding obligation of such NA Seller or Other Seller, enforceable against it in
accordance with its terms.
Subject to receipt of the Bankruptcy Consents and the Mandatory Regulatory
Approvals, the execution, delivery and performance by each NA Seller and Other Seller of this
Agreement and each of the Transaction Documents to which such NA Seller or Other Seller is or

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will be a party do not and will not conflict with or result in, with or without the giving of notice or
lapse of time or both, a breach of the terms, conditions or provisions of, constitute a default under,
give rise to any right of acceleration, payment, amendment, cancellation or termination under,
result in a violation of, result in the creation or imposition of any Lien upon any of the Assets
pursuant to, or (subject to the receipt of Consents in connection with the Assigned Contracts,
Consents required in connection with the assignment of the Sellers’ interest in any of the Specified
UK Patents or Patent Related Documentation relating to any Specified UK Patent and any other
Consents expressly provided for herein, in each case to the extent set forth in Section 4.2(b) of the
Sellers Disclosure Schedule) require any Consent (other than the Mandatory Regulatory
Approvals and the Bankruptcy Consents) or other action by or declaration or notice to any
Government Entity or other Person pursuant to (i) the articles, charter or by-laws (or similar
governing document) of the relevant NA Sellers and Other Sellers or any resolution adopted by the
board of directors, shareholders, members or general partners (as applicable) of any of the Sellers
and not rescinded or superseded prior to the date hereof; (ii) any order of any Government Entity
applicable to any NA Seller or Other Seller or by which any of their respective properties or assets
are bound; (iii) any Laws to which any of the NA Sellers or Other Sellers or any of their respective
properties or assets are subject; or (iv) any Contract or other document to which any of the Sellers
is a party or by which any of the Sellers or their respective properties or assets are bound. Except
as may have been asserted in connection with the Bankruptcy Proceedings, there are no Actions or
claims pending or, to the Knowledge of the Sellers, threatened against or affecting the Sellers in
which it is sought to restrain or prohibit, or to obtain damages or other relief in connection with, the
transactions contemplated hereby.
The Joint Administrators warrant to the Purchaser that: (i) they are duly
authorisedauthorized to act as insolvency practitioners in accordance with Part XIII of the
Insolvency Act; and (ii) they were appointed by the English Court on the Petition Date as
administrators of each EMEA Seller in accordance with the Insolvency Act and such appointment
has not been terminated by the English Court or the Joint Administrators.
Each EMEA Seller (acting by the Joint Administrators) warrants to the Purchaser
that, with respect to itself, this Agreement has been duly executed and delivered by a
representative of the Joint Administrators as agent for and on behalf of such EMEA Seller, and
constitutes legal, valid and binding obligations of such EMEA Seller enforceable against such
EMEA Seller in accordance with its terms.
NNSA (acting by the French Liquidator) warrants to the Purchaser that, with
respect to itself, subject to entrythe terms of the French Court Order, it has the requisite corporate
power and authority to enter into, deliver and perform its obligations pursuant to this Agreement
and each of the Transaction Documents to which it is or will become a party.
SECTION 4.3.
Section 1.15. Brokers. Except for fees and commissions that
will be paid or otherwise settled or provided for by the Sellers, no broker, finder or investment
banker is entitled to any brokerage, finder’s or other similar fee or commission in connection with
the transactions contemplated by this Agreement and the other Transaction Documents based upon
arrangements made by or on behalf of the Sellers or any of their Affiliates.

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SECTION 4.4.

Section 1.16. Canadian Tax Matters.

Residency. Each of NNC and NNL is not a non-resident of Canada for purposes of
the Income Tax Act (Canada).
Taxable Canadian Property. At the time of Closing, none of the Assets will be
“taxable Canadian property” as that term is defined in the Income Tax Act (Canada) of any Seller
(other than NNC or NNL).
Withholdings and Remittances. Each of NNC, NNL and any Seller who is selling
Assets used in a business carried on in Canada has remitted all material amounts that it withheld or
collected, on account of amounts that it was required by applicable Law to have withheld or
collected, including for all Canada Pension Plan contributions, provincial pension plan
contributions, employment insurance premiums, employer health taxes and any other Taxes to the
appropriate Canadian Tax Authority within the time required under applicable Law.
SECTION 4.5.
Section 1.17. Export Controls. To the Knowledge of the
Sellers, the export, re-export or sale of the Assets by each NA Seller and Other Seller to the
Purchaser in the United States of America for use in the United States of America, in the manner
contemplated by this Agreement and the Transaction Documents, are not controlled under any
Canadian Laws regarding export controls (other than Laws relating to embargoed or sanctioned
countries).
ARTICLE V
COVENANTS AND OTHER AGREEMENTS
SECTION 5.1.
Section 1.18. U.S. Bankruptcy Actions. On the timetables
and subject to the terms set forth below, the U.S. Debtors shall (i) file with the U.S. Bankruptcy
Court one or more motions and proposed orders as set forth below; (ii) 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, 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 the U.S. Debtors and the
Purchaser have agreed shall be notified; and (iii) subject to the provisions of this Agreement,
including the provisions of Section 8.1, and the U.S. Bidding Procedures Order, if entered, use
their reasonable best efforts to obtain U.S. Bankruptcy Court approval of the U.S. Bidding
Procedures Order, and the U.S. Sale Order.:
(a)
The Sellers will comply with all noticing and other provisions of the U.S.
Bidding Procedures Order to obtain entry of the U.S. Sale Order.
(b)
(a) As promptly as possible, but in no event later than the date that is three
(3) Business Days from the date hereof, the U.S. Debtors shall file withThe U.S. Debtors shall use
reasonable best efforts to seek to obtain by July 15, 2011 the approval of the U.S. Bankruptcy
Court a motion (the “U.S. Bidding Procedures and Sale Motion”) and two proposed ordersof an
order (as entered, the “U.S. Bidding Procedures Order” and the “U.S. Sale Order”) seeking
approval of a process for the sale of the Assets, as set forth below.approving the sale of the Assets

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to the Purchaser and the assumption by the Purchaser of the Assumed Liabilities, in each case as
contemplated herein; provided that in any event the U.S. Debtors shall obtain the U.S. Sale Order
no later than 45 days after the date of this Agreement.
(b)

The U.S. Bidding Procedures and Sale Motion shall be in the form agreed

by the Parties.
(c)
The U.S. Bidding Procedures Order shall be in the form of Exhibit F hereto
with such changes as the Purchaser and the Sellers shall approve in their reasonable discretion;
provided, however, that the Purchaser may withhold its consent to any modifications that affect the
relief granted in or the findings of fact and conclusions of law expressed in paragraphs C through L,
O, 1, 3 through 6, 13 through 17, 20, 21, 34 and 36 through 39 of the U.S. Bidding Procedures
Order in its sole discretion.
(c)
(d) The U.S. Sale Order shall be in the form of Exhibit GF hereto with only
such changes as the Purchaser and the Sellers shall approve in their reasonable discretion;
provided, however, that the Purchaser may withhold its consent to any modifications that affect the
relief granted in or the findings of fact and conclusions of law expressed in paragraphs G through J,
R through T, X, 7, 8, 10, 11, 21, 23, 25, 28 through 30 and 37, and the last sentence of paragraph O
of the U.S. Sale Order in its sole discretion.
SECTION 5.2.
Section 1.19. Canadian Bankruptcy Actions.(a)
Canadian Sales Process Order. As promptly as possible, but in no event later than the date
that is five (5) Business Days from the date hereof, the Canadian Debtors shall serve a motion
record including a notice of motion and affidavit each in form and substance reasonably
satisfactory to the Purchaser, including a draft Canadian Sales Process Order (as defined below) on
the Canadian Debtors’ service list as supplemented with such additional parties as the Purchaser
may reasonably request (the “Service List”) (the “Canadian Sales Process Order Motion”) and
shall file such motion record with the Canadian Court seeking an order (as granted, the “Canadian
Sales Process Order”) of the Canadian Court, approving of the execution, delivery and
performance of this Agreement, including payment of the Break-Up Fee and a process for the sale
of the Assets of the Canadian Debtors. The Canadian Sales Process Order shall be in the form
attached as Exhibit H hereto, with only such changes as the Purchaser and the Sellers shall approve
in their reasonable discretion (provided, however, that the Purchaser may withhold its consent to
any modifications that affect the relief granted in or the findings of fact and conclusions of law
expressed in paragraphs 1, 3 through 7 and 8(a) through 8(e) of the Canadian Sales Process Order
in its sole discretion)..
(a)
(b) Canadian Approval and Vesting Order. As promptly as practicable, but
in no event later than the third Business Day following the completion of the Auction, and subject
to their rights and obligations set forth in the Canadian Sales Process Order, the Canadian Debtors
shall serve on the Service ListCanadian Debtors’ service list as supplemented with such additional
parties as the Purchaser may reasonably request, one or more motion records including one or
more notices of motions and affidavits all in form and substance reasonably satisfactory to the
Purchaser, including a draft Canadian Approval and Vesting Order (the “Canadian Approval
and Vesting Order Motion”) and shall file such motion records with the Canadian Court
seekingand use reasonable best efforts to seek an order (as granted, the “Canadian Approval and

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Vesting Order”) of the Canadian Court, to be entered no later than July 15, 2011, seeking
approval of the sale of the Assets.; provided that in any event the Canandian Approval and Vesting
Order shall be entered no later than 45 days from the date of this Agreement. The Canadian
Approval and Vesting Order shall be in the form attached as Exhibit IG hereto, with only such
changes as the Purchaser and the Sellers shall approve in their reasonable discretion; provided,
however, that the Purchaser may withhold its consent to any modifications that affect the relief
granted in or the findings of fact and conclusions of law expressed in paragraphs 1, 3, 6, 8, 10, 11,
13 through 15, 17 through 19, 21 and21, 22 through 24 of the Canadian Approval and Vesting
Order in its sole discretion; provided, further, however, that the Purchaser may not withhold its
consent to a modification to paragraphs 1 and 3 of the Canadian Approval and Vesting Order if (i)
the sole effect of such modification would be to eliminate any differences between the Canadian
Approval and Vesting Order and the form Canadian Approval and Vesting Order attached to the
Canadian Approval and Vesting Order Motion and (ii) the Canadian Debtors used their best efforts
to obtain Canadian Court approval of paragraphs 1 and 3 of the Canadian Approval and Vesting
Order.
(b)
(c) Subject to the provisions of this Agreement and the Canadian Sales
Process Order, if entered, the Canadian Debtors shall use their reasonable best efforts to obtain
Canadian Court approval of the Canadian Sales Process Order, and the Canadian Approval and
Vesting Order.
Section 1.20.
French Bankruptcy Actions. As promptly as practicable but
in no event later than thirty (30) days after the date hereof, NNSA (acting by the French Liquidator)
shall apply to the French Court to seek the French Court Order substantially in the form of Exhibit
J hereto on terms authorizing the French Liquidator, acting on behalf of NNSA, to execute this
Agreement.
SECTION 5.3.

[Reserved]

SECTION 5.4.

Section 1.21. Consultation; Notification.

The Purchaser and the U.S. Debtors shall cooperate with filing and prosecuting the
U.S. Bidding Procedures and Sale Motion and obtaining the U.S. Bidding Procedures Order andin
obtaining entry of the U.S. Sale Order, and the U.S. Debtors shall deliver to the Purchaser prior to
filing, and as early in advance as is practicable to permit adequate and reasonable time for the
Purchaser and its counsel to review and comment, copies of all proposed pleadings, motions,
notices, statements, schedules, applications, reports and other material papers to be filed by the
U.S. Debtors in connection with such motions and relief requested thereintherewith and any
objections thereto.
The Purchaser and the Canadian Debtors shall cooperate with filing and
prosecuting the Canadian Sales Process Order Motion, and the Canadian Approval and Vesting
Order Motion, and in obtaining entry of the Canadian Sales Process Order and the Canadian
Approval and Vesting Order, and the Canadian Debtors shall deliver to the Purchaser prior to
filing, and as early in advance as is practicable to permit adequate and reasonable time for the
Purchaser and its counsel to review and comment, copies of all proposed pleadings, motions,
notices, statements, schedules, applications, reports and other material papers to be filed by the

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Canadian Debtors in connection with such motions and relief requested therein and any objections
thereto.
If the U.S. Sale Order or any other order of the U.S. Bankruptcy Court granting the
relief relating to this Agreement set forth in Section 5.1 shall be appealed by any Person (or a
petition for certiorari or motion for rehearing, re-argument or stay shall be filed with respect
thereto), the U.S. Debtors agree to, and to cause their Affiliates to, use their reasonable best efforts
to, defend against such appeal, petition or motion, and the Purchaser agrees to cooperate in such
efforts. Each of the Parties hereby agrees to use its reasonable best efforts to obtain an expedited
resolution of such appeal, petition or motion; provided, however, that, subject to the conditions set
forth herein, nothing contained in this Section shall preclude the Parties from consummating the
transactions contemplated hereby if the U.S. Sale Order shall have been entered but shall not have
become a Final Order, or require the Parties to do so unless they mutually so agree.
If the Canadian Approval and Vesting Order or any other order of the Canadian
Court granting the relief relating to this Agreement set forth in Section 5.2 shall be appealed by any
Person (or an application for certiorari or motion for leave to appeal, rehearing, re-argument,
variation or vacating or stay shall be filed with respect thereto), the Canadian Debtors agree to, and
to cause their Affiliates to, take all reasonable steps, and use their reasonable best efforts, including
incurring reasonable legal expenses, to defend against such appeal, application or motion, and the
Purchaser agrees to cooperate in such efforts. Each of the Parties hereby agrees to use its
reasonable best efforts to obtain an expedited resolution of such appeal, application or motion;
provided, however, that, subject to the conditions set forth herein, nothing in this Section shall
preclude the Parties from consummating the transactions contemplated hereby if the Canadian
Approval and Vesting Order shall have been entered but shall not have become a Final Order, or
require the Parties to do so unless they mutually so agree.
If the French Court Order or any other order of the French Court relating to this
Agreement shall be appealed or opposed by any Person (or a stay shall be filed with respect
thereto), NNSA agrees to take all reasonable steps, and use its reasonable best efforts, including
incurring reasonable expenses, to defend against such appeal, opposition or stay, and the Purchaser
agrees to cooperate in such efforts. Each of the Parties hereby agrees to use its reasonable best
efforts to obtain an expedited resolution of such appeal, opposition or stay; provided, however, that,
subject to the conditions set forth herein, nothing in this Section shall preclude the Parties from
consummating the transactions contemplated hereby if the French Court Order shall have been
entered but shall not have become a Final Order, or require the Parties to do so unless they
mutually so agree.
SECTION 5.5.

Section 1.22. Pre-Closing Cooperation.

Prior to the Closing, subject to the terms and conditions of this Agreement
(including Section 5.6, which, for the avoidance of doubt, shall exclusively govern the Parties'
obligations with respect to seeking the Mandatory Regulatory Approvals and any other Consents
of applicable Government Entities other than those set forth in Section 5.6(g)), each of the Primary
Parties shall (and each Primary Party shall cause its Subsidiaries and Affiliates to) use its
reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and
to cooperate with the other Primary Party and its Subsidiaries and Affiliates in order to do or cause

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to be done, all things necessary, proper or advisable under applicable Law to consummate the
transactions contemplated by this Agreement as soon as practicable and cause the fulfillment at the
earliest practicable date of the conditions to the Parties’ obligations to consummate the
transactions contemplated by this Agreement as set forth in Section 7.1, including: (i) without
limiting Section 5.8(a), using reasonable best efforts to prepare and make filings with the
appropriate Government Entities as necessary to record one of the Sellers as the owner of the
Patents listed on Section 5.5(a) of the Sellers Disclosure Schedule and any other Assets where
further action and cooperation is required by Sellers to vest title with the Purchaser at Closing; (ii)
defending all lawsuits and other proceedings by or before any Government Entity challenging this
Agreement or the consummation of the Closing; (iii) causing to be lifted or rescinded any
injunction, decree, ruling, order or other action of any Government Entity adversely affecting the
ability of the Parties to consummate the Closing; and (iv) more generally, to facilitate an orderly
transition at Closing, working with outside counsel on the prosecution of pending patent
applications and maintenance of existing patents within the Transferred Patents and Purchased
Specified UK Patents.
Each Primary Party shall promptly notify the other Primary Party of the occurrence,
to such party’s Knowledge, of any event or condition, or the existence, to such party’s Knowledge,
of any fact, that would reasonably be expected to result in any of the conditions to the other
Primary Party’s obligation to effect the Closing set forth in Article VII not being satisfied.
From and after the date hereof until the Closing Date, the Sellers shall provide the
Purchaser with a copy of any nonpublic information with respect to the Assets or Assumed
Liabilities to be provided to any Third Party substantially contemporaneously with furnishing such
information to such Third Party, provided, however, that, except as required by the U.S. Bidding
Procedures Order and the Canadian Sales Process Order, the Sellers shall not be required to
provide the Purchaser with any such nonpublic information that is furnished in the Data Room or
any draft agreement or ancillary documentation pertaining to the terms of a potential Alternative
Transaction.
(d)
From and after the later of the date the U.S. Bidding Procedures Order is
entered in the U.S. Bankruptcy Court and the date the Canadian Sales Process Order is granted by
the Canadian Court, (i) no Seller may affirmatively take any material steps in furtherance of an
Asset Retention Transaction (except to the extent that such Asset Retention Transaction also
constitutes an Alternative Transaction) and (ii) until the date following the Closing Date, no Seller
may seek or support (A) the conversion of any of the Chapter 11 Cases to a case under chapter 7 of
the U.S. Bankruptcy Code, (B) the appointment of a trustee, receiver, receiver and manager or
liquidator in respect of any Canadian Debtor, (C) the dismissal of any CCAA Cases or (D) the
conversion of any CCAA Cases to bankruptcy cases under the Bankruptcy and Insolvency Act or
applicable Canadian Bankruptcy Laws (except to the extent that such conversion to a chapter 7
case (in respect of the Chapter 11 Cases) or a bankruptcy, receivership or liquidation case (in
respect of the CCAA Cases), appointment or dismissal is sponsored by a Third Party in connection
with a bid at the Auction, which bid is made in accordance with the process described in the U.S.
Bidding Procedures Order).
(a)
(e) From and after the date hereof, NNL shall use commercially reasonable
efforts to (and Purchaser shall cooperate with NNL’s efforts to) confirm that the execution of the

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Assumption Agreement by the parties thereto will satisfy the requirements of paragraph 7 of the
CDMA Vesting Order; provided that this Section 5.5(ed) shall not require the Purchaser, NNL or
their Affiliates to make any payment, deliver anything of value or incur any expense, nor require
the Purchaser or its Affiliates to assume any obligations that are not obligations of NNL under the
IP Licenses (as such term is defined in the CDMA Vesting Order) with respect to the Transferred
Patents, Purchased Specified UK Patents or other Patents or invention disclosures acquired by the
Purchaser pursuant to this Agreement. Upon or prior to the Closing, the Purchaser shall execute
and deliver the Assumption Agreement substantially in the form attached as Exhibit LJ hereto.
SECTION 5.6.

Section 1.23. Antitrust and Other Regulatory Approvals.

Each of the Parties agrees to prepare and file as promptly as practicable all
necessary documents, registrations, statements, petitions, filings and applications for the
Mandatory Regulatory Approvals, and any other Consent of any other Government Entities either
required or that the Primary Parties mutually and reasonably agree are advisable to satisfy the
condition set forth in Section 7.1(a) as expeditiously as possible, and in any event by no later than
twenty (20) Business Days from the date of this Agreement (or on such other subsequent day as the
notifying Parties mutually agree (or the earlier date required by applicable Laws)).
If a Party or any of its Affiliates receives a request for information or documentary
material from any Government Entity with respect to this Agreement or any of the transactions
contemplated by this Agreement, then such Party shall make, or cause to be made, as soon as
reasonably practicable and after consultation with all other Primary Parties and the Joint
Administrators, an appropriate response in compliance with such request.
The Parties shall keep each other and the Joint Administrators apprised of the status
of matters relating to the completion of the transactions contemplated by this Agreement and work
cooperatively in connection with obtaining the Mandatory Regulatory Approvals and Consents
(and including in respect of responding to any information request from any Government Entity
with respect to this Agreement or any of the transactions contemplated hereby pursuant to the
applicable Antitrust Laws or Laws regulating foreign investment) of each applicable Government
Entity, including:
cooperating with each other and the Joint Administrators in connection with
the filings required under the applicable Antitrust Laws or any Laws regulating
foreign investment of any jurisdiction in connection with the transactions
contemplated by this Agreement and each Mandatory Regulatory Approval and
other Consents, and consulting with each other and the Joint Administrators in
relation to each step of the procedure before the relevant Government Entities and
as to the contents of all communications with such Government Entities. In
particular, to the extent permitted by Law or Government Entity, no Party will
make any submission, filing, notification, or communication in relation to the
transactions contemplated hereunder without first providing the other Parties and
the Joint Administrators with a copy of such notification in draft form (subject to
reasonable redactions or limiting such draft, or parts thereof, on an
outside-counsel-only basis where appropriate) and giving such other Party or
Parties and the Joint Administrators a reasonable opportunity to discuss its content

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before it is filed with the relevant Government Entities, and such first Party shall
consider in good faith all reasonable comments timely made by the other Parties
and the Joint Administrators in this respect;
furnishing to the other Parties and the Joint Administrators (on an
outside-counsel-only basis where appropriate) all information within its possession
that is reasonably required for obtaining the Mandatory Regulatory Approvals and
other Consents, or reasonably required for any application or other filing to be
made by the other Party pursuant to the applicable Antitrust Laws or any Laws
regulating foreign investment of any jurisdiction in connection with the
transactions contemplated by this Agreement; provided, however, that (a) no such
information shall be required to be provided by a Party if it determines, acting
reasonably, that the provision of such information would jeopardize any
attorney-client or other legal privilege or that such information is material and
competitively sensitive (it being understood, however, that the Parties shall
cooperate in any reasonable requests that would enable an otherwise required
production to occur without so jeopardizing privilege or jeopardizing the
confidentiality of any such material and competitively sensitive information) and
(b) in any such case the Parties shall cooperate with a view to establishing a
mutually satisfactory procedure for providing such information, and the relevant
Party required to provide such information shall provide it directly to such
Government Entity requiring or requesting such information;
promptly notifying each other and the Joint Administrators of any
substantive communications from or with any Government Entity with respect to
the transactions contemplated by this Agreement (including promptly providing
copies of all written communications on an outside-counsel-only basis where
appropriate) and ensuring, to the extent permitted by Law and by the relevant
Government Entity, that each of the Parties and the Joint Administrators is entitled
to attend any meetings (including telephonic and video meetings) with, or other
appearances before, any Government Entity with respect to the transactions
contemplated by this Agreement; and
consulting and cooperating with one another and the Joint Administrators in
connection with all analyses, appearances, presentations, memoranda, briefs,
arguments, opinions and proposals made or submitted by or on behalf of any party
hereto in connection with proceedings under or relating to the Mandatory
Regulatory Approvals, and other Consents, the applicable Antitrust Laws or any
Laws regulating foreign investment of any jurisdiction, in connection with the
transactions contemplated by this Agreement;
provided, however, that notwithstanding anything to the contrary in this Agreement (except
Section 5.6(a)), the Purchaser will have the right to determine and direct the strategy and process
(including all timing and substantive matters) by which the Parties will seek the Mandatory
Regulatory Approvals and other Consents of applicable Government Entities, and under
applicable Antitrust Laws or any Laws regulating foreign investment of any jurisdiction (including
all elements of any Actions and communications with Government Entities); provided that the

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Purchaser will exercise such right in accordance with clauses (i) through (iv) of this Section 5.6(c).
Subject to the Purchaser’s obligations under the preceding sentence, the Sellers shall, and shall use
their best efforts to cause their respective Affiliates to comply, without unreasonable delay, with
all such determinations and directions by the Purchaser and supply the Purchaser with all
information reasonably requested by the Purchaser in connection with making such
determinations.
Subject to the limitations in Section 5.6(e), each of the Primary Parties shall use its
reasonable best efforts to satisfy (or cause the satisfaction of) the conditions precedent to each
respective Primary Party’s obligations hereunder as set forth in Sections 7.1(a) and (b) to the
extent the same is within its control and to take, or cause to be taken, all other action and to do, or
cause to be done, all other things necessary, proper or advisable under all applicable Laws to
consummate the transactions contemplated by this Agreement, including using its reasonable best
efforts to make all required filings and obtain all Mandatory Regulatory Approvals, and any other
Consent of a Government Entity required to be obtained in order for the Parties to consummate the
transactions contemplated by this Agreement.
The obligations of the Purchaser pursuant to Section 5.6(d) shall include
committing to any and all undertakings, divestitures, licenses or hold separate or similar
arrangements with respect to the Assets and to any and all arrangements for the conduct of any
business and/or terminating any and all existing relationships and contractual rights and
obligations with respect to the Assets as a condition to obtaining any and all Consents from any
Government Entity necessary to consummate the transactions contemplated by this Agreement,
including taking any and all actions necessary in order to ensure the receipt of the necessary
Consents, the obtaining of all Mandatory Regulatory Approvals, or the termination, waiver or
expiration of the necessary waiting periods under any other applicable Antitrust Laws or
investment or similar Law without any reduction of the consideration paid to the Sellers; provided,
however, that notwithstanding anything to the contrary in this Section 5.6 or otherwise in this
Agreement, the Purchaser shall be required to offer, negotiate or commit to any of the foregoing
actions only to the extent required to cause the satisfaction of the conditions set forth in Section
7.1(a) and Section 7.1(b) that relate to Consents from any Government Entity necessary to
consummate the transactions contemplated by this Agreement so that the Closing may occur by
the last Business Day before the Outside Date; and provided, further, that nothing in Section 5.6(d)
above or otherwise in this Agreement shall require the Purchaser or any of its Affiliates, and
nothing in Section 5.6(d) above or otherwise in this Agreement shall permit any Seller or any of its
Affiliates, to offer or commit to take, or to take, any actions, undertakings, divestitures, licenses, or
hold separate or similar arrangements or other arrangements for the conduct of any business and/or
terminating any relationships or contractual rights or obligations that, individually or in the
aggregate, would be reasonably expected to be material in relation to the value of the Assets, taken
as a whole. The Parties further agree that the obligation of the Purchaser under this Section 5.6 is
limited solely to the Assets, and does not apply to or require any action with respect to any of the
assets or businesses or contractual relationships of the Purchaser or any of its Affiliates.
Notwithstanding anything in this Agreement to the contrary, if at any time (i) all of
the conditions to the Closing set forth in Article VII other than the condition in Section 7.1(b) are
satisfied (or were capable of being satisfied should Closing occur on the next Business Day); and
(ii) the condition in Section 7.1(b) is not satisfied as a result of the existence of any Law, or any

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order, injunction, decree or judgment of any court or other Government Entity that purports to
prohibit, prevent or make illegal the consummation of any of the transactions contemplated hereby
in one or more jurisdictions other than Canada, France, Germany, the United Kingdom and the
United States (each such other jurisdiction, a “Deferred Jurisdiction”), then if either the Sellers,
on one hand, or the Purchaser, on the other, so request in their sole discretion, the Parties shall
negotiate in good faith an amendment of this Agreement to provide for (x) the immediate
consummation of the transactions contemplated by this Agreement in all applicable jurisdictions
other than any Deferred Jurisdiction, and (y) a delay in the consummation of the transactions
contemplated by this Agreement in each Deferred Jurisdiction until the condition in Section 7.1(b)
is satisfied as to such Deferred Jurisdiction, provided that if the Purchaser reasonably determines
in good faith that it would be impossible for the Purchaser to comply with this Section 5.6(f)
without meaningful adverse consequences to the Purchaser or the Purchaser’s Affiliates, the
Purchaser shall not be required to undertake the foregoing actions, and provided, further, that if the
Purchaser requests the negotiation of an amendment of this Agreement pursuant to this Section
5.6(f), the Sellers shall not be required to agree to any reduction in, or any delay in payment of, the
Purchase Price.
The covenants under this Section 5.6 shall not apply to any action, effort, filing,
Consent, proceedings, or other activity or matter under any Bankruptcy Law relating to the
Bankruptcy Courts, the Bankruptcy Proceedings and/or the Bankruptcy Consents.
SECTION 5.7.
Section 1.24. Public Announcements. Subject to the Parties’
disclosure obligations imposed by Law (including any obligations under any Bankruptcy Laws),
the Parties shall (a) cooperate with each other in the development and distribution of all news
releases, other public information disclosures and announcements, including announcements and
notices to customers, suppliers and employees, with respect to this Agreement, or any of the
transactions contemplated by this Agreement and the other Transaction Documents and (b) not
issue any such announcement or statement prior to consultation with, and the approval of, the
Primary Parties (such approval not to be unreasonably withheld or delayed); provided that
approval shall not be required (i) where a Party determines, based on advice of counsel and after
consultation with the Primary Parties, that such disclosure is required by Law or the rules of any
stock exchange on which the securities of such Party or any of its Affiliates are listed and (ii) after
the public announcement of this Agreement and the transactions contemplated hereunder, with
respect to public disclosures and announcements by the Purchaser and its Affiliates relating to the
Assets after Closing, provided that to the extent reasonably practicable the Purchaser shall not
make any public disclosure or announcement contemplated by this clause (ii) without first
consulting the other Primary Party.
SECTION 5.8.

Section 1.25. Further Actions.

Without limiting the foregoing, on and after the Closing Date, each Party shall
cooperate with the other Parties, without any further consideration, to cause to be executed and
delivered, all instruments, including instruments of conveyance, novations, assignment and
transfer, and to make all filings with, and to obtain all consents, under any permit, license,
agreement, indenture or other instrument or regulation, and to take all such other actions as any of
the Parties may reasonably request any other Parties to take from time to time, consistent with the
terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and
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the other Transaction Documents; provided that, (i) notwithstanding anything to the contrary in
this Agreement, recordation or registration of the Short-Form Assignments or any other document
evidencing the assignment of the Transferred Patents and Specified UK Patents from the Sellers to
the Purchaser shall be the Purchaser’s responsibility and at its sole cost and expense, and (ii)
subject to Section 5.5 and Section 5.6, neither the Purchaser nor the Sellers shall be obligated to
make any payment or deliver anything of value (unless, in the case of the Sellers, the Purchaser
offers to promptly reimburse or indemnify the Sellers for such payment or delivery) to any Third
Party (other than filing and application fees to Government Entities and payment of Cure Costs for
which such Party is responsible pursuant to Section 2.1.7) in order to obtain any Consent to the
transfer of Assets or the assumption of Assumed Liabilities.
Subject to Section 5.11, and, with respect to Patent Related Documentation relating
to Purchased Specified UK Patents, to the extent permitted under applicable Law, as soon as
practicable following the transfer of the Transferred Patents and Purchased Specified UK Patents
pursuant to the terms of this Agreement, the Sellers shall, in each case except for Patent Related
Documentation that has been delivered pursuant to Section 2.3.2(db)(v): (i) deliver to the
Purchaser or counsel designated by the Purchaser at locations to be designated by Purchaser copies
(which, except for the items listed in clauses (i) and (vi) of the definition of “Patent Related
Documentation,” may be electronic copies) of all the tangible embodiments of the Patent Related
Documentation existing as of the Closing Date and in the Sellers’ possession that is related to such
Transferred Patents or Purchased Specified UK Patents, and (ii) instruct all of the Sellers’ outside
counsel (A) that the ownership of such Transferred Patents, Purchased Specified UK Patents and
Patent Related Documentation has been assigned to the Purchaser as of the Closing Date, (B) to
release to the Purchaser or counsel designated by the Purchaser at locations to be designated by
Purchaser copies (which, except for the items listed in clauses (i) and (vi) of the definition of
“Patent Related Documentation,” may be electronic copies) of all the tangible embodiments of the
Patent Related Documentation existing as of the Closing Date and in such counsel’s possession
that is related to the Transferred Patents or Purchased Specified UK Patents, and (C) that the
Purchaser or counsel designated by the Purchaser may contact such Sellers’ counsel for
coordination relative to further prosecution of such Transferred Patents or Purchased Specified
UK Patents at the Purchaser’s expense. The Sellers shall also include in such correspondence any
other information that the Purchaser reasonably instructs the Sellers to include and is
communicated to the Sellers prior to the Closing Date.
The Purchaser shall pay or reimburse the Sellers for all Agreed Expenses promptly
after receipt of notice and demand therefor.
Sellers shall use their reasonable best efforts to obtain, as promptly as practicable
and in any event prior to the commencement of the Auction, final, executed and effective copies of
the Outbound License Agreements, Cross License Agreements and Joint Ownership Agreements
listed in Section 2.3.2(db) of the Sellers Disclosure Schedule. Such reasonable best efforts shall
include requesting production of such copies from the counterparties thereto and, to the extent
reasonably practicable and permitted by applicable Law, seeking a court order to compel such
production by such counterparties.
SECTION 5.9.
Section 1.26. Conduct of Business. The Sellers covenant
that, from and after the date hereof until the Closing Date, subject to any limitation imposed as a

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result of being subject to the Bankruptcy Proceedings, and except as (i) the Purchaser may approve
otherwise in writing, (ii) set forth in Section 5.9 of the Sellers Disclosure Schedule, (iii) required
by Law (including any Bankruptcy Law of general applicability) but subject to Section 5.6(e), (iv)
otherwise expressly contemplated or permitted by this Agreement, or (v) relates solely to
Excluded Assets or Excluded Liabilities, the Sellers shall:
notify the Purchaser as promptly as practicable after becoming aware of any event,
development or condition that has had or would reasonably be expected to have a Material
Adverse Effect on the Assets;
use commercially reasonable efforts (but in any case no less efforts than the Sellers
use with respect to their own assets of a similar nature) to maintain the confidentiality (to the
extent not publicly available), integrity and use of the Assets, and the availability of appropriate
“back-up” copies thereof;
except as provided in the U.S. Bidding Procedures Order or the Canadian Sales
Process Order, not take any of the following actions:
directly or indirectly (including by operation of law or through any merger,
consolidation, reorganization, issuance of securities or rights, license, lease,
encumbrance or otherwise) sell, assign, convey, transfer, license, lease or otherwise
dispose of any Assets (except to the extent that such activities would be permitted
after the Closing Date pursuant to the terms of the Closing Date License
Agreement);
incur any Lien on any Assets, other than (A) Liens that will be discharged at
or prior to Closing and (B) Permitted Encumbrances;
grant any license or sublicense of any rights under or with respect to any
Assets (except to the extent that such activities would be permitted after the Closing
Date pursuant to the terms of the Closing Date License Agreement);
waive, release, assign, settle or compromise any Action relating to the
Assets to the extent that such waiver, release, assignment, settlement or
compromise imposes any obligation, whether contingent or realized, upon the
Purchaser or any of its Affiliates or the Assets or that materially affects any Seller’s
title to or the value of any Transferred Patent, Jointly Owned Patent or Specified
UK Patent;
enter into any Contract granting an indemnity that would impose any
obligation upon the Purchaser or any of its Affiliates or the Assets;
modify, amend or change, in each case, in any material respect, or terminate
(other than with respect to any Cross-License Agreements or Outbound License
Agreements), or expressly waive compliance with the terms of or breaches under,
or expressly waive, release, assign or terminate any rights or claims under, any term
of any Transferred License, any non-disclosure agreement or any other agreement

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(including any Cross-License Agreement or Outbound License Agreement)
relating to the sale or licensing of the Assets;
fail to make any filing, pay any fee, or take any other action consistent with
past practice of the Sellers (including, after consultation with the Purchaser,
responding to assertions of invalidity by Third Parties of which the Sellers become
aware) as necessary to maintain the ownership, validity and enforceability of any
Transferred Patent, Jointly Owned Patent or Specified UK Patent; provided that if
any Seller fails to make any such filings, pay such fee, or take such other action
consistent with past practice of the Sellers as described above, then such Seller will,
upon becoming aware of any such failure, make all reasonable efforts to correct any
adverse effects of such failure;
take or omit to take any action, or request the Bankruptcy Court to approve,
authorize or require the Sellers to take or to omit to take any action that would
materially affect any Seller’s title to or the value of any Transferred Patent, Jointly
Owned Patent or Specified UK Patent or would otherwise breach the Sellers’
covenants under or any other provisions of this Agreement or the Transaction
Documents, or consent to any such approval or authorization;
amend, or assign to any Third Party their rights under, any Cross-License
Agreement or Outbound License Agreement to which any Transferred Patent,
Jointly Owned Patent or Specified UK Patent is subject;
fail to exercise any termination right pursuant to the terms of any
Cross-License Agreement or Outbound License Agreement provided that such
exercise would not result in the Sellers’ incurring any meaningful cost or Liability
or losing any meaningful right under such Cross-License Agreement or Outbound
License Agreement;
consent to the assignment by any counterparty to any Cross-License
Agreement or Outbound License Agreement of such counterparty’s rights or
obligations under any such agreement to any Person; or
authorize, agree or commit to do any of the foregoing.
SECTION 5.10.
Section 1.27. Transaction Expenses. Except as otherwise
provided in this Agreement or the other Transaction Documents, each of the Purchaser and the
Sellers shall bear its own costs and expenses (including brokerage commissions, finders’ fees or
similar compensation, and legal fees and expenses) incurred in connection with this Agreement,
the other Transaction Documents and the transactions contemplated hereby and thereby.
SECTION 5.11.

Section 1.28. Confidentiality.

The Parties acknowledge that the Non-Disclosure Agreement and the
Supplementary Non-Disclosure Agreement, as amended from time to time, remain in full force
and effect in accordance with their terms, which are incorporated herein by reference, and the
Parties agree to be bound thereby in the same manner and to the same extent as if the terms had
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been set forth herein in full, except that the Parties, the Joint Administrators and the French
Liquidator shall be at liberty to disclose the terms of this Agreement to (i) if required by order of
any court of competent jurisdiction or under any applicable Law, any court or to any
court-appointed liquidator of any of the Sellers to show appropriate figures in their administration
records, accounts and returns, (ii) Third Parties pursuant to the auction process set forth in the U.S.
Bidding Procedures Order; (iii) the applicable Bankruptcy Court for the purposes of obtaining the
Bankruptcy Consents and to the applicable Government Entities and Third Parties for purposes of
obtaining the Mandatory Regulatory Consents or any other Consents contemplated hereunder; and
(iviii) as otherwise required by the terms and conditions of this Agreement (in respect of Third
Parties pursuant to clause (iiiii) other than Government Entities, without any appurtenant
schedules except for Sections 1.1(d) (Jointly Owned Patents), 1.1(h) (Listed Patents), 1.1(k)
(Listed Inventions): A.I(d) (Cross-License Agreements); A.I(e) (Outbound License Agreements),
and A.I(m) (Joint Ownership Agreements) of the Sellers Disclosure Schedule, and only to the
extent necessary to obtain the applicable Consent). Each Primary Party agrees not to request the
other Primary Party to return or destroy Evaluation Material or Interested Party Material (as such
terms are defined in the Non-Disclosure Agreement) pursuant to the Non-Disclosure Agreement
unless this Agreement shall have terminated. The Parties further acknowledge that the Cross
License Agreements and Outbound License Agreements provided or delivered pursuant to
Sections 2.3.2(db) shall be deemed to have been provided to the Purchaser as “Highly Confidential
Information” under the Supplementary Non-Disclosure Agreement, and the Supplementary
Non-Disclosure Agreement shall apply to such documents. The Sellers agree to treat the Sellers
Disclosure Schedules as Purchaser Confidential Information from and after the Closing.
The Sellers shall not, and shall use best efforts to cause their Affiliates not to,
disclose any Purchaser Confidential Information, including by means of appropriate redaction,
other than (A) to any member of any committee of creditors which may include the holders of, or
investment managers for holders of, equity or debt securities of the Sellers, including, without
limitation, those of (i) the Official Committee of Unsecured Creditors in the Chapter 11 Cases, (ii)
the Ad-Hoc Committee of Bondholders in such Chapter 11 Cases and in the filings made by the
Sellers under the CCAA Cases, (iii) the unofficial Canadian creditors’ committee, and (iv) any
other creditors’ committees or analogous bodies appointed in respect of the EMEA Sellers and
their debtor affiliates, (B) to the United States Trustee for the District of Delaware in the Chapter
11 Cases, (C) to any monitor, administrator, trustee or similar appointed official in any foreign
proceedings, including, without limitation, Alan Bloom, Stephen Harris, Chris Hill and Alan
Hudson of Ernst & Young LLP and David Hughes of Ernst & Young Chartered Accountants, in
their capacities as the Joint Administrators, Maître Cosme Rogeau as French Liquidator, the
Monitor in the CCAA Cases and with respect to the Sellers and each of the foregoing persons
described in clauses (A), (B) or (C), any employees, agents, advisors (including, without limitation,
attorneys, accountants, investment banks and consultants) and other representatives thereof;
provided that, in the case of each of the persons described in the foregoing clauses (A), (B) or (C),
the Sellers shall have used reasonable efforts to inform such Persons of the confidential nature of
such information, and that, to the extent such Persons are not already required by applicable Law
or any confidentiality agreement with the Sellers to keep such information confidential, such
Persons shall have agreed to be bound by confidentiality restrictions, or (D) as may otherwise be
required, based on the advice of legal counsel, under applicable Law, including, without limitation,
the Bankruptcy Laws; provided, however, that to the extent legally permissible and reasonably
practicable, the Sellers shall provide the Purchaser with prompt notice of such event described in
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(D) above so that, where possible, the Purchaser may seek a protective order or other appropriate
remedy and the Sellers shall cooperate with the Interested Party in taking steps to resist or narrow
the scope of such request or legal process (at the expense of the Purchaser). In the event that such
protective order or other remedy is not obtained and any of the Sellers or their representatives are
advised by legal counsel that it is compelled by Law to disclose any information described in the
foregoing sentence, the Sellers or its representative, as the case may be, (i) may without liability
hereunder furnish that portion (and only that portion) of such information which, based on the
advice of legal counsel to the Sellers or their representatives, as the case may be, the Sellers or their
representatives are legally required to disclose and (ii) will use commercially reasonable efforts to
have confidential treatment accorded any such information so furnished. For the avoidance of
doubt, none of the Sellers shall act in furtherance of or consent to the unsealing of any Transaction
Documents that are filed under seal unless otherwise ordered by the applicable Bankruptcy Court
or unless the Purchaser shall consent in its sole discretion.
Notwithstanding the foregoing Section 5.11(a), nothing contained in this
Agreement or the Transaction Documents shall be deemed to prohibit the Parties, the Joint
Administrators, or the French Liquidator from disclosing any information as may be required,
based on the advice of legal counsel, under applicable Law, including Title 11 of the United States
Code, the CCAA, the Insolvency Act of 1986 and any other applicable bankruptcy or insolvency
Laws of any jurisdiction in which bankruptcy proceedings concerning Nortel are held from time to
time, any legal process before, or any order of, the U.S. Bankruptcy Court or any other court of
competent jurisdiction, the applicable rules or regulations of any securities exchange or similar
self-regulatory authority or applicable securities Laws; provided, however, that to the extent
legally permissible and reasonably practicable, if the relevant Party believes in its reasonable
judgment that such legally required disclosure includes confidential information of any other Party
hereunder, the disclosing Party shall provide the other Parties with prompt notice of such event so
that, where possible, the affected Parties may seek a protective order or other appropriate remedy,
and the relevant Parties shall cooperate in taking steps to resist or narrow the scope of such request
or legal process (at the expense of the Party requesting such action). In the event that such
protective order or other remedy is not obtained and any Party or its representatives are advised by
legal counsel that it is compelled by Law, regulation or legal, regulatory or judicial process or the
rules of a stock exchange or similar self-regulatory authority to disclose any information described
in the foregoing sentence, such Party or its representatives, as the case may be, (i) may without
liability hereunder furnish that portion (and only that portion) of such information which, based on
the advice of legal counsel to such Party or its representative, as the case may be, such Party or its
representative is legally required to disclose and (ii) will use commercially reasonable efforts to
have confidential treatment accorded any such information so furnished.
SECTION 5.12.
Section 1.29. Certain Payments or Instruments Received
from Third Parties. To the extent that, after the Closing Date, (a) the Purchaser receives any
payment or instrument that is for the account of a Seller according to the terms of any Transaction
Document, the Purchaser shall promptly deliver such amount or instrument to the relevant Seller,
and (b) any of the Sellers receives any payment or instrument that is for the account of the
Purchaser according to the terms of any Transaction Document, such Seller shall promptly deliver
such amount or instrument to the Purchaser. All amounts due and payable under this Section 5.12
shall be due and payable by the applicable Party in immediately available funds, by wire transfer to
the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party
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hereby undertakes to use reasonable best efforts to direct or forward all bills, invoices or like
instruments to the appropriate Party.
SECTION 5.13.
Section 1.30. License to Transferred Patents, Jointly Owned
Patents, Specified UK Patents and Licensed Residual Patents; Termination of Intercompany
Arrangements.
Concurrently with the Closing, (i) the Purchaser shall grant the Sellers a license
under the Transferred Patents, the Purchased Specified UK and other Patents acquired pursuant to
this Agreement in connection with (x) the disposal of Inventory and (y) contracts that relate to
wind-down operations of the Sellers and their Affiliates (such contracts being (A) existing
contracts for Nortel Products or Nortel Services between one or more Sellers or Affiliates of the
Sellers and a Third Party, that have been retained by the Sellers or their Affiliates in connection
with the sale of a Divested Business (the “Existing Contracts”), (B) contracts entered into for
performance of obligations under the Existing Contracts for customers or end users, or (C)
contracts that are ancillary to Existing Contracts, including work orders, statements of work,
purchase orders or contracts implementing phases of Existing Contracts, and are for provision of
Nortel Products and/or Nortel Services to Persons who are customers or end users of Sellers or
their Affiliates as of the date hereof (such contracts specified in this clause (y), the “Retained
Contracts”); for avoidance of doubt, Retained Contracts do not include licenses granted pursuant
to Intercompany Contracts), and (ii) the Sellers shall grant the Purchaser and its Affiliates a license
under the Licensed Residual Patents, the Jointly Owned Patents, the Specified UK Patents that are
not Purchased Specified UK Patents and Undisclosed Patent Interests, in each case on the terms
described in Exhibit OL hereto (the “Closing Date License Agreement”).
Effective as of the Closing, the Sellers shall terminate all license rights granted
under the Master R&D Agreement to the extent such license rights are under any of the
Transferred Patents, Specified UK Patents or Undisclosed Patent Interests; in each case, subject to
the purchase thereof by (or, pursuant to Section 2.1.8, the grant of an exclusive license (with the
right to sublicense) thereto to) the Purchaser pursuant to this Agreement. Effective as of the
Closing, the Sellers shall also terminate all license rights granted under any other Intercompany
Contracts (x) exclusively among Sellers or (y) pursuant to which any Seller is a licensee, to the
extent such license rights are under any of the Transferred Patents, Specified UK Patents or
Undisclosed Patent Interests; in each case, subject to the purchase thereof by (or, pursuant to
Section 2.1.8, the grant of an exclusive license (with the right to sublicense) thereto to) the
Purchaser pursuant to this Agreement. Promptly following the Closing, each Seller shall request
that any non-Seller Affiliate of such Seller that is a licensee under any other Intercompany
Contract terminate its license rights pursuant to such Contract under any of the Transferred Patents,
Specified UK Patents and Undisclosed Patent Interests (in each case, subject to the purchase
thereof by, or, pursuant to Section 2.1.8, the grant of an exclusive license (with the right to
sublicense) thereto to, the Purchaser pursuant to this Agreement) in exchange for a sublicense
under the license rights granted to the Sellers and their Affiliates pursuant to the Closing Date
License Agreement and shall keep the Purchaser reasonably informed of the progress of such
requests and the responses of such Affiliates. From and after Closing there shall be no future
manufacture, development, sale, supply or other distribution, or servicing of any products under
the Transferred Patents or Specified UK Patents by, for or on behalf of Sellers other than to the
extent such activities would be permitted after the Closing Date pursuant to the terms of the
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Closing Date License Agreement. From and after the Closing, neither the Sellers nor any Person
acting on behalf of any Seller shall distribute any products, directly or, for the purpose of
circumventing this Section 5.13(b) or the Closing Date License Agreement, indirectly, to any
Affiliates of any Seller that have not complied with the foregoing request and agreed to receive a
sublicense under the license rights granted to the Sellers and their Affiliates under the Closing
Date License Agreement, except to the extent it is a Nortel Product required pursuant to the terms
of any Intercompany Contract then in effect, provided that (x) neither the Sellers nor any Person
acting on behalf of any Seller shall distribute to any Affiliate in any calendar year more than two
times the aggregate number of units of Nortel Products (pertaining to a historical line of business
of the Sellers (e.g., CDMA, GSM, Enterprise)) distributed by or on behalf of the Sellers to such
Affiliate during the last six months of calendar year 2010; and (y) the Sellers and any Person acting
on behalf of any Seller shall immediately cease distributing any products to such Affiliate at such
time, and shall not distribute any products to such Affiliate from and after such time, as such
Affiliate experiences a Change of Control.
SECTION 5.14.
Section 1.31. Use of Trademarks. Nothing in this
Agreement grants to the Purchaser the right to use the name “Nortel” or any Trademarks owned by
the Sellers or any of their Affiliates or any other mark employing the word “Nortel” or any
confusingly similar Trademarks to any of the foregoing.
SECTION 5.15.
Section 1.32. Certain Assets. To the extent that any
Transferred Patent, Jointly Owned Patent or Specified UK Patent that is a Listed Patent, Listed
Jointly Owned Patent or Specified Listed UK Patent, as applicable, any invention or improvement
claimed or disclosed therein or any Patent Related Documentation relating to any of the foregoing
is, notwithstanding the statement set forth at Annex I(n), owned by any Affiliate of the Sellers that
is not, itself, a Seller, the Sellers shall cause (or, in the case of any other property that would be a
Transferred Patent or Specified UK Patent if it were owned by a Seller, or any other Patent that
would be a Jointly Owned Patent if any rights therein were owned by a Seller, and any invention or
improvement claimed or disclosed therein or any Patent Related Documentation relating thereto,
shall use their best efforts to cause) such Affiliate to transfer all of its right, title and interest in such
asset to an NA Seller as soon as reasonably practicable and in any event prior to the Closing, and (a)
in the case of property that would be Transferred Patents or Specified UK Patents if they were
instead owned by a Seller, such assets shall be “Transferred Patents” or “Specified UK Patents” for
all purposes hereof and (b) in the case of property that would be Jointly Owned Patents if any
rights therein were owned by a Seller, such assets shall be “Jointly Owned Patents” subject to the
Closing Date License Agreement for all purposes hereof; it being understood that (x) in the case of
a Specified UK Patent or Patent Related Documentation relating thereto, the foregoing obligation
shall be solely to the extent permitted by applicable Law, and (y) in the case of a Jointly Owned
Patent or Patent Related Documentation relating thereto, the foregoing obligation shall be deemed
satisfied by obtaining for the Purchaser the license rights granted thereunder in the Closing Date
License Agreement.
SECTION 5.16.
Section 1.33. Access to Systems. From and after the later of
(x) the date upon which the U.S. Sale Order is entered and (y) the date upon which the Canadian
Approval and Vesting Order is entered and until the Closing, the Sellers shall reasonably cooperate
with the Purchaser to provide the Purchaser access to the Patent Databases, solely for the purposes

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of facilitating the transfer, upon and following the Closing, of such information residing in the
Patent Databases from the Sellers to the Purchaser and integration of such information into the
Purchaser’s patent systems; provided that any such access shall only be granted to the extent the
Purchaser has obtained, at its cost and expense, any license rights necessary for such access. From
and after the Closing, at the Purchaser’s request, the Sellers shall reasonably cooperate with the
Purchaser to provide the Purchaser access to the Patent Databases, provided that such access shall
be at the Purchaser’s cost and expense and that the Purchaser has obtained, at its cost expense, any
license rights necessary for such access.
SECTION 5.17.

Section 1.34. Post-Closing Suits.

Each of the Sellers hereby covenants that, from and after the Closing Date, it will
not, without the written consent of the Purchaser (acting in its sole discretion), sue or otherwise
participate in any Action against any party to any of the Transferred Licenses or any other licenses
granted under the Transferred Patents, Jointly Owned Patents or Purchased Specified UK Patents
based upon any claim under or related to any such license, including with respect to nonpayment
of unpaid past, present or future income and royalties relating to any such license or past, present
and future damages thereunder.
Each of the Sellers hereby covenants that, from and after the Closing Date, it will
not, without the written consent of the Purchaser (acting in its sole discretion), (x) waive, release,
assign, settle, maintain or compromise any Action relating to the Assets to the extent that such
waiver, release, assignment, settlement, maintenance or compromise imposes any obligation,
whether contingent or realized, upon the Purchaser or any of its Affiliates or the Assets or
materially affects any Seller’s title to or the value of any Transferred Patent or Specified UK Patent
or Jointly Owned Patent or (y) voluntarily take or voluntarily cooperate in taking any position that
is not consistent with the statement in Annex I(c).
SECTION 5.18.
Section 1.35. Production of Documents. In the event that at
any time following the Closing Date, any Seller discovers or comes into possession or control of
any document that, if such Seller had known about, controlled or possessed such document on the
Closing Date would have been required to be delivered to the Purchaser pursuant to the terms
hereof, then such Seller shall (or, if such Seller does not have possession or control of such
document, shall use its best efforts to) promptly deliver such document to the Purchaser.
SECTION 5.19.
Section 1.36. Option to Purchase Undisclosed Patent
Interests. In the event that any of the Sellers or any Affiliate of any of the Sellers discovers that it
owns (i) any right, title or interest in any Patents owned by the Sellers or their Affiliates that are not
Transferred Patents, Jointly Owned Patents, Specified UK Patents or Excluded Patents, (ii) any
right, title or interest in any inventions, other than the Listed Inventions, disclosed in the invention
disclosures owned by any of the Sellers or their Affiliates, but only to the extent such invention
disclosures (x) do not relate to a patent application filed anywhere in the world and (y) are dated
less than three (3) years before the Closing Date, (iii) an exclusive license to all or substantially all
of the rights under any Patent that is not a Transferred Patent, Jointly Owned Patent, Specified UK
Patent or Excluded Patent, or (iv) an option to receive or purchase, or any reversionary interest in,
any of the foregoing (any individual asset described in clauses (i) through (iv), an “Undisclosed
Patent Interest”), then:
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In the event that one or more non-Seller Affiliates of any Seller own an
Undisclosed Patent Interest, the Sellers shall use their best efforts to cause such Affiliate(s) to
transfer such Undisclosed Patent Interest to a Seller promptly.
Upon identification or receipt by any Seller of an Undisclosed Patent Interest, the
relevant Seller shall provide reasonably prompt written notice describing such Undisclosed Patent
Interest to the Purchaser (an “Option Trigger Notice”) (it being understood that (i) in the event
that an Undisclosed Patent Interest is identified or received by a Seller between the date hereof and
the later of (x) the date upon which the U.S. Sale Order is entered and (y) the date upon which the
Canadian Approval and Vesting Order is granted, such Seller shall deliver an Option Trigger
Notice to the Purchaser promptly after the later of (x) the date upon which the U.S. Sale Order is
entered and (y) the date upon which the Canadian Approval and Vesting Order is granted and (ii)
each Option Trigger Notice shall relate to only one Undisclosed Patent Interest). For a period of
thirty (30) calendar days following the delivery of such notice to the Purchaser, the Purchaser shall
have the option (exercisable by delivery of written notice thereof to the relevant Seller) to purchase,
subject to any Liens existing thereon not discharged by the U.S. Sale Order or Canadian Approval
and Vesting Order, the undertakings specified in Sections 5.20 and 5.21, and any licenses that
remain in force after Closing granted thereunder prior to the date such Undisclosed Patent Interest
was discovered by or delivered to such Seller (it being understood that no Seller shall grant any
licenses under or any Liens on any such Undisclosed Patent Interest after the date of discovery or
delivery and during the Purchaser’s consideration period described above), such Seller’s right, title
and interest in and to the Undisclosed Patent Interest from such Seller for a cash purchase price per
Undisclosed Patent Interest of Fifty Thousand Dollars ($50,000) (the “Exercise Price”).
From and after the date when any Seller discovers that it owns an Undisclosed
Patent Interest until the expiration of the 30-day option period specified in Section 5.19(b), no
Seller may directly or indirectly sell, transfer, assign, convey, license or sublicense such
Undisclosed Patent Interest to any Third Party, including by operation of law, in any transaction,
series of related transactions or otherwise, other than as would be permitted by Section 5.9(c)(iii) if
such Undisclosed Patent Interest were a Transferred Patent, and any attempted sale, transfer,
assignment, conveyance, license or sublicense not expressly permitted by this Section 5.19 shall
be void ab initio and of no force or legal effect.
The Sellers agree that, prior to the ultimate winding up or dissolution of any of
them, the Primary Seller Parties will provide written notice to the Purchaser of such anticipated
winding up or dissolution and provide the Purchaser with the option, exercisable by proper
delivery of written notice to the Primary Seller Parties within a period of thirty (30) calendar days
after delivery of the Primary Seller Parties’ notice, to purchase on a “quitclaim” basis (and, for the
avoidance of doubt, subject to any Liens existing thereon not discharged by the U.S. Sale Order or
Canadian Approval and Vesting Order, the undertakings specified in Sections 5.20 and 5.21, and
any licenses granted thereunder prior to the date of such purchase that remain in force after Closing,
it being understood that no Seller shall voluntarily take any action to grant any licenses under or
place any Liens on any such Undisclosed Patent Interest), at an aggregate price of $1.00, all of
each Seller’s right, title and interest in and to all remaining Undisclosed Patent Interests, whether
or not theretofore identified, not previously offered for sale to the Purchaser pursuant to this
Section 5.19.

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The settlement of each purchase and sale of Undisclosed Patent Interests pursuant
to this Section 5.19 shall occur at the offices of Cleary Gottlieb Steen & Hamilton LLP, New York
(or such other place as the parties may mutually agree to in writing), on a Business Day (to be
specified by the Purchaser in writing at least five (5) Business Days prior thereto) occurring within
thirty (30) days after the exercise by the Purchaser of its option under Section 5.19(b). At each
settlement, (i) the relevant Sellers shall deliver duly executed instruments of conveyance and
assignment reasonably evidencing the assignment to the Purchaser of their right, title and interest
in and to the relevant Undisclosed Patent Interest (together with all assets that would have
constituted “Assets” if such Undisclosed Patent Interest had been a Listed Patent), (ii) the
Purchaser shall deliver to the relevant Sellers the Exercise Price for each Undisclosed Patent
Interest by wire transfer of immediately available funds to an account designated by the relevant
Sellers at least five (5) Business Days prior to the settlement date.
The Parties acknowledge and agree that if the Purchaser does not elect to purchase
any Undisclosed Patent Interest within the applicable 30-day option period after delivery of notice
thereof pursuant to Section 5.19(b), then the Sellers shall have no further obligation whatsoever to
the Purchaser with respect to such Undisclosed Patent Interest, and the Sellers shall be free to sell,
license or otherwise dispose of such Undisclosed Patent Interest in their sole discretion.
Notwithstanding anything herein to the contrary, the items listed on Section A.I(r)
of the Sellers Disclosure Schedules shall be treated as “Undisclosed Patent Interests” for purposes
of this Section 5.19; provided, however, that (i) Seller shall deliver an Option Trigger Notice to the
Purchaser promptly after the later of (x) the date upon which the U.S. Sale Order is entered and (y)
the date upon which the Canadian Approval and Vesting Order is granted, and (ii) the Exercise
Price for such items listed on Section A.I(r) of the Sellers Disclosure Schedules shall be $0.00.
SECTION 5.20.
Section 1.37. Certain Obligations. As of the Closing, the
Purchaser agrees to (a) notify in writing (in the same level of detail as provided in Section 5.20 of
the Sellers Disclosure Schedule) any subsequent purchaser of any of the Transferred Patents or
Purchased Specified UK Patents of theany promises, declarations and commitments granted, made
or committed to standard-setting bodies concerning such Patents which are listed in Section 5.20
of the Sellers Disclosure Schedule, and to concerning such Patents, to the extent such promises,
declarations and commitments (i) have been granted, made or committed to standard-setting
bodies and (ii) are enforceable against the Sellers, and to (b) bind such subsequent purchasers to
notice terms substantially the same as those set forth in this Section 5.20.
SECTION 5.21.
Section 1.38. Acknowledgement of Prior Obligations. The
Purchaser acknowledges that the sale and assignment of the Transferred Patents and Purchased
Specified UK Patents is subject to the obligations of certain Sellers set forth in Section 5.21 of the
Sellers Disclosure Schedule with respect to the agreements referenced therein to the extent
applicable to such Patents and to the extent such obligations and agreements are enforceable
against the Sellers.
SECTION 5.22.

Section 1.39. Disposition of Jointly Owned Patents.

From and after the Closing, (i) the Sellers may not sell, transfer, assign, license or
convey any portion of any Seller’s interest in any Jointly Owned Patent except upon written

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consent of the Purchaser in its sole discretion or as permitted by the Closing Date License
Agreement and (ii) as soon as practicable after written request by the Purchaser to the Primary
Seller Parties, made at the Purchaser’s sole discretion, the Sellers shall transfer all of their
respective interest in one or more specified Jointly Owned Patents to a Person of the Purchaser’s
choosing (which, for the avoidance of doubt, may be the Purchaser or an Affiliate of the Purchaser
or one or more Third Parties), to the extent permitted by and subject to applicable Law and to any
Contracts governing a Seller’s joint ownership of such Jointly Owned Patent, and subject to any
Liens existing thereon not discharged by the U.S. Sale Order or Canadian Approval and Vesting
Order, the undertakings specified in Sections 5.20 and 5.21, and any licenses granted thereunder
prior to the date of such transfer (it being understood that from and after the Closing, no Seller
shall voluntarily take any action to place any Liens on any Jointly Owned Patents).
No Seller shall reject, repudiate or terminate any Contract governing such Seller’s
joint ownership of a Jointly Owned Patent, unless such Seller, prior to the date upon which such
Seller consummates its plan of reorganization, liquidation or arrangement in the Bankruptcy
Proceedings, provides the Purchaser at least 10 Business Days’ advance written notice of such
rejection, repudiation or termination (which notice shall specify the Contracts to be rejected and
the Jointly Owned Patents governed by such Contracts and furnishing, to the extent the Sellers are
not prohibited from doing so by such Contracts or by applicable Law, a true and complete copy of
such Contracts), provided, that, in any event, no Seller shall reject, repudiate or terminate any
Contract governing such Seller’s joint ownership of a Jointly Owned Patent prior to the last
commercially reasonable date on which it can do so in connection with such Seller’s
consummation of its plan of reorganization, liquidation or arrangement in the Bankruptcy
Proceedings.
SECTION 5.23.
Section 1.40. Purchase of Specified UK Patents. The Sellers
hereby covenant, to the extent permitted by applicable Law, from and after the date hereof, to
cooperate with the Purchaser in conducting further diligence with respect to the Specified UK
Patents and facilitating the transfer of the Specified UK Patents to the Purchaser on the Closing
Date. The Parties hereby agree that at any time prior to the Closing, the Purchaser may elect, in its
sole discretion, to exclude any or all of the Specified UK Patents from the “Assets” and to not take
an assignment of such Specified UK Patents (in which case the Patent Related Documentation
relating solely thereto shall also be excluded), it being understood that any such election shall not
result in a decrease in purchase price.
SECTION 5.24.
Section 1.41. Maintenance of Books and Records. After the
Closing, the Sellers shall preserve, until the thirdfirst (3rd1st) anniversary of the Closing Date (or
such longer period as may be required under applicable Law), all pre-Closing Date records to the
extent relating to the Assets possessed or to be possessed by such Person. After the Closing Date
and until the thirdfirst (3rd1st) anniversary of the Closing Date (or such longer period as may be
required under applicable Law), upon any reasonable request from the Purchaser, the relevant
Seller shall, and/or shall cause the Person holding such records to, (a) provide to the Purchaser or
its representatives reasonable access to such records during normal business hours and (b) provide
or permit the Purchaser or its respective representatives to make copies of such records, in each
case subject to reimbursement of the Sellers’ reasonable and actual out-of-pocket expenses in
connection with responding to such requests of the Purchaser, including provision of access to, and
segregation and duplication of, records; provided, however, that nothing herein shall require any
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Seller to disclose any information to the Purchaser or its representatives if such disclosure (i)
would jeopardize any attorney-client or other legal privilege or contravene any applicable Law,
fiduciary duty or agreement (it being understood that the Sellers shall cooperate in any reasonable
efforts and requests that would enable otherwise required disclosure to the Purchaser or its
representatives to occur without so jeopardizing privilege or contravening such Law, duty or
agreement), (ii) would require the Sellers to disclose their Tax records, or (iii) involves Excluded
Assets. The Purchaser acknowledges that the Sellers are in the process of ceasing active
operations, and such reasonable access and costs may include the delay and expense of retrieving
documents from inactive storage. Such records may be sought under this Section 5.24 for any
reasonable purpose, including to the extent reasonably required in connection with accounting,
litigation, federal securities disclosure or other similar needs of the Purchaser or its representatives
(other than, with respect to documents that do not describe the conception or reduction to practice
of any of the Transferred Patents, Jointly Owned Patents, Specified UK Patents or Undisclosed
Patent Interests, claims between the Sellers and the Purchaser or any of their respective
Subsidiaries under this Agreement or any Transaction Document). Notwithstanding the foregoing
but subject to Section 6.5, (1) any and all such records may be destroyed by the Sellers if the
Sellers send to the Purchaser written notice of their intent to destroy such records, specifying in
reasonable detail the nature of the records to be destroyed; such records may then be destroyed
after the sixtieth (60th) day following such notice unless the Purchaser notifies the destroying
party that the Purchaser desires to obtain possession of such records to the extent it is entitled
thereto, under this Section 5.24, in which event the Sellers shall transfer or cause to be transferred
the records to the Purchaser and the Purchaser shall pay all reasonable and actual out-of-pocket
expenses of the Sellers in connection therewith, including costs associated with the segregation of
such records; and (2) the Sellers shall not be required to provide the Purchaser or its
representatives access to, or copies of, any Tax records or audited financial statements covering
any pre-Closing period. Nothing in this Section 5.24 shall limit or prejudice any of the Purchaser’s
rights at law or in equity relating to discovery, in the context of a dispute between the Purchaser
and a Seller or otherwise.
SECTION 5.25.

Section 1.42. License Power of Attorney.

With respect to the Commercial Licenses and, as such terms are defined in the
Form of U.S. Sale Order set forth in Exhibit GF and the form of the Canadian Approval and
Vesting Order set forth in Exhibit IG, the TSAs, IPLAs, Intercompany Licenses and the GDNT
License, the Purchaser may exercise its rights under the License Power of Attorney only:
with respect to any such Contract, after a Seller that is a party to such
Contract dissolves or ceases to exist, or
with respect to any and all such Contracts, at any time after (A) a Seller has
acted or omitted to act, as applicable, in contravention of its obligations described
in Paragraph 28(b) through (g) of the Form of U.S. Sale Order set forth in Exhibit
GF and paragraph 14(b) through (g) of the Form of Canadian Approval and Vesting
Order set forth in Exhibit IG; (B) the Purchaser has subsequently provided such
Seller with a notice entitled “NOTICE OF BREACH AND INTENDED USE OF
LICENSE POWER OF ATTORNEY,” alleging in reasonable detail the occurrence
of such contravening action or omission described in the foregoing clause (A) and
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explaining why the Purchaser believes such contravening action or omission
constitutes a contravention of such provisions, and (C) ten (10) Business Days have
elapsed since the Purchaser provided such notice to such Seller pursuant to the
foregoing clause (B), during which time (x) the Purchaser did not subsequently
agree that such act or omission was not in contravention of the Sellers’ obligations
described in (A) OR (y) the Sellers did not obtain from a court of competent
jurisdiction declaratory relief stating that such Seller has neither acted nor omitted
to act in contravention of such obligations.
Following the first valid exercise of the License Power of Attorney described in
Section 5.25(a), the Purchaser shall provide the Sellers with written notice at least five (5)
Business Days in advance of its exercise of its rights under the License Power of Attorney, unless
such provision of such notice five (5) Business Days in advance is not reasonably practicable
under the circumstances, in which case the Purchaser shall give written notice of its exercise of its
rights under the License Power of Attorney as early as is reasonably practicable under the
circumstances.
With respect to any exercise of the License Power of Attorney with respect to the
obligations described in Paragraphs 28(a) and (h)(y) of the form of U.S. Sale Order set forth in
Exhibit GF and Paragraphs 14(a) and (h)(y) of the form of Canadian Approval and Vesting Order
set forth in Exhibit IG, the Purchaser shall provide the Sellers with written notice at least five (5)
Business Days in advance of its exercise of its rights under the License Power of Attorney, unless
such provision of such notice five (5) Business Days in advance is not reasonably practicable
under the circumstances, in which case the Purchaser shall give written notice of its exercise of its
rights under the License Power of Attorney as early as is reasonably practicable under the
circumstances.
SECTION 5.26.
Section 1.43. Exclusivity. No Seller shall (and each Seller
shall cause its directors, officers, employees, consultants, representatives and other advisors not to
and use its best efforts to cause its Affiliates not to), directly or indirectly, at any time prior to the
later of the entry of the U.S. Bidding ProceduresSale Order by the U.S. Bankruptcy Court and the
granting of the Canadian Sales ProcessApproval and Vesting Order by the Canadian Court, (i)
initiate, solicit or knowingly encourage (including by way of furnishing information or assistance),
or knowingly induce, the submission or announcement of any proposal or offer for an Alternative
Transaction, or (ii) enter into any letter of intent, memorandum of understanding, asset sale
agreement or other agreement, arrangement or understanding relating to any Alternative
Transaction, or (iii) (A) enter into, continue or otherwise participate in any discussions or
negotiations regarding, (B) furnish to any Third Party any information or data with respect to, or
(C) commence or continue affording access to any Third Party to any information, data or its
employees with respect to, any Alternative Transaction; provided, however, that nothing in this
Agreement shall prohibit any Seller from (1) subject to Section 5.7 (Public Announcements),
providing any Person with the bidding procedures for the sale of the Assets and related documents,
answering questions about the bidding procedures for the sale of the Assets, or announcing the
execution of this Agreement or the Auction; (2) discussing, negotiating and entering into
non-disclosure agreements relating to the sale of the Assets or amendments to existing
non-disclosure agreements, in each case as would be permitted by the requirements of the bidding
procedures for the sale of the Assets; or (3) from and after April 18, 2011, providing access to the
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Data Room to Persons (and their representatives) who have entered into a non-disclosure
agreement with the Primary Seller Parties.
SECTION 5.27.

Optioned Licenses.

(a)
At any time after the date hereof but prior to the Closing Date, Purchaser
shall have the right, by delivery of written notice to the Sellers, to require the Sellers to, and each
Seller hereby agrees that it shall, concurrently with the Closing but immediately prior to the sale,
conveyance, transfer, assignment and delivery to the Purchaser of the Assets, enter into one or
more licenses with the Purchaser and/or one or more of the Purchaser’s limited partners
(collectively, the “Optioned Licenses”) in the form or forms proposed by the Purchaser and
acceptable to the Sellers (it being understood that the provisions in the Optioned Licenses relating
to the field of use, scope of licensed products and services, releases by parties other than the Sellers,
termination for breach, and assignment or change of control shall be determined by the Purchaser
and shall not be subject to the Sellers’ acceptance), in exchange for an aggregate amount of upfront
license fees not to exceed $1,000,000,000 in respect of all such Optioned Licenses (such aggregate
amount, the “Optioned Licenses Fees”). If Purchaser requires the Sellers to enter into Optioned
Licenses, Purchaser shall pay or cause to be paid to the Distribution Agent, on the Closing Date in
immediately available funds, the Optioned Licenses Fees, and the Purchase Price otherwise
payable by Purchaser pursuant to Section 2.2 shall be reduced by the amount of the Optioned
Licenses Fees.
(b)
Purchaser shall defend, indemnify and hold harmless each of the Seller
Licensing Indemnitees from and against any and all Damages suffered by any Seller Licensing
Indemnitee that arise out of, or result from or are caused by the Sellers’ execution, delivery and
performance of the Optioned Licenses other than with respect to Taxes, which shall be governed
by Section 5.27(b)(ii).
(i)
(A) Purchaser shall pay on Closing to the Canadian Sellers Fifteen
Million Dollars ($15,000,000) in respect of the utilization of tax attributes of the Canadian Sellers
as a result of the receipt of the Optioned Licenses Fees;
(B)
From the Closing Date until the expiration of the applicable statutes of
limitation (or reassessment periods), Purchaser shall (x) indemnify and hold the Canadian Sellers
harmless on an after-Tax basis from and against any Incremental Taxes paid or payable by a
Canadian Seller pursuant to applicable Law; (y) indemnify and hold the U.S. Sellers harmless on
an after-Tax basis from and against any Incremental Taxes paid or payable by a U.S. Seller
pursuant to applicable Law; and (z) indemnify and hold the EMEA Sellers, Joint Administrators
and the French Liquidator harmless on an after-Tax basis from and against any Incremental Taxes
paid or payable by an EMEA Seller pursuant to applicable Law;
(C)
(x) the Purchaser will pay the Optioned License Fees to the Sellers, Joint
Administrators and the French Liquidator free and clear of and without deduction or withholding
for withholding Taxes or any other amounts; provided that if the Purchaser shall be required under
applicable Law to deduct or withhold any amount from the Optioned Licenses Fees, then (i) the
amount payable shall be increased as necessary so that, after making all required deductions or
withholdings (including deductions or withholdings applicable to additional amounts payable), the

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Sellers, Joint Administrators and the French Liquidator receive an amount equal to the sum they
would have received had no such deduction or withholding been made, (ii) the Purchaser shall
make such deduction or withholding, and (iii) the Purchaser shall pay to the relevant Tax Authority
in accordance with applicable Law the full amount deducted or withheld; provided, further, that
Purchaser shall have no obligation to pay additional amounts pursuant to clause (i) of the
preceding proviso to the extent that the withholding Taxes are attributable to a Seller’s failure to
comply with the requirements of Section 5.27(b)(ii)(C)(y) unless such failure is due to the
Purchaser’s failure to cooperate fully with any Seller for the purposes of obtaining any exemption
or reduction referred to in Section 5.27(b)(ii)(C)(y). The Purchaser shall promptly furnish the
Sellers, Joint Administrators and the French Liquidator with such evidence as may be required by
the applicable Tax Authorities to establish that any such Tax has been paid, and shall indemnify
and hold harmless the Sellers, Joint Administrators and French Liquidator on an after-Tax basis
from any liability for penalties or interest due to the payor’s failure to timely withhold and remit
amounts in respect of Taxes to the applicable Tax Authority;
(y) If the Purchaser determines that a Seller is entitled to an exemption from
or reduction of withholding Tax under the law of any jurisdiction in which Purchaser or its limited
partners were formed or are located, or under any treaty to which such jurisdiction is a party with
respect to the Optioned Licenses Fees, such Seller shall deliver at the time or times prescribed by
applicable Law or reasonably requested by Purchaser, such properly completed and executed
documentation prescribed by applicable Law and as reasonably requested by the Purchaser and
provided that the Purchaser cooperates with any such Seller to the extent necessary for obtaining
any such exemption or reduction as will permit such payments to be made without withholding or
at a reduced rate, provided that such Seller is legally entitled to complete, execute and deliver such
documentation; and
(D)
If any Seller becomes aware of any circumstances that could cause
Purchaser to be required to indemnify any Seller, the Joint Administrators or the French Liquidator
pursuant to Section 5.27(b)(ii)(B), such Seller shall promptly provide written notice to Purchaser.
The Sellers shall, at the request of Purchaser and at Purchaser's expense, use commercially
reasonable efforts (taking into account available resources) to object to, challenge, or appeal any
assessment, audit, or administrative or judicial proceeding that could result in the denial of or
limitation on the applicability, availability, or amount of any losses, undeducted expenses, Tax
credits or any other Tax attributes of the Sellers (a “Tax Attribute Contest”). In furtherance of the
foregoing, the Sellers shall (i) provide Purchaser with a timely account of each phase of such Tax
Attribute Contest, (ii) provide Purchaser with copies of all written materials prepared or furnished
in connection with such Tax Attribute Contest and (iii) permit Purchaser to participate in any Tax
Attribute Contest to the extent permitted by applicable Law. Notwithstanding the foregoing, the
Sellers shall not be required to pursue any Tax Attribute Contest or permit Purchaser to participate
in or control any Tax Attribute Contest to the extent that they determine, in their reasonable
discretion, that doing so would be administratively burdensome in the circumstances or would
materially delay or impede the CCAA Cases, Chapter 11 Cases or EMEA Cases.
(ii)
For the avoidance of doubt, subject to any provisions in this Agreement to
the contrary, each party may report the transactions on its tax returns in its sole discretion.
SECTION 5.28.

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(a)
Purchaser shall cause one of its limited partners to, and the relevant Sellers
named therein shall, enter into that certain Employee Transfer Side Agreement as set forth on
Exhibit H.
(b)
Other than as provided for in 2.1.3(d), 5.28(c) or the Employee Transfer
Side Agreement, the Sellers shall retain, and none of the Purchaser or its limited Partners shall
assume or be deemed to have assumed, any Liabilities of the Sellers or their Affiliates relating to
Employees (the “Excluded Employee Liabilities”). The Excluded Employee Liabilities shall
include, but not be limited to, the following:
(i)
the Sellers’ or any of their Affiliates’ obligations to contribute to,
make payments with respect to or provide benefits under any employee benefit plan
or arrangement of any Seller, any obligation to provide continuation coverage
pursuant to COBRA under any employee benefit plan or arrangement of any Seller
that is a “group health plan” (as defined in Section 5000(b)(1) of the Code) to the
Transferring Employees and/or their qualified beneficiaries with respect to a
COBRA qualifying event that occurs prior to the Closing; and
(ii)
any Liabilities relating to the Employees or any former employees
employed by the Sellers (with respect only to such employees’ employment with
the Sellers), including payments or entitlements that Sellers or any of their
Affiliates may owe or have promised to pay to any current or former Employees,
including wages, other remuneration, holiday, bonus, severance pay (statutory or
otherwise), commission, post-employment medical or life obligations, pension
contributions or benefits, Taxes, ERISA Affiliate Liability, any obligation, liability
or expense relating to any employment agreement or contract, the employment
practices of Sellers or any of their Affiliates prior to the Closing Date and any other
liability, payment or obligations related to current or former Employees, including
any Liabilities relating to actions of the Sellers arising on or prior to the Closing
Date, any workers compensation, labor, social welfare or similar Law, if any,
including any such Liabilities arising out of or resulting from the Closing and/or the
consummation of the transactions contemplated by this Agreement, other than with
respect to liabilities incurred after the Closing Date by Transferring Employees
who are terminated by one of Purchaser’s limited partners after the Closing Date.
(c)
The Purchaser shall bear severance costs incurred by the Sellers in
connection with the termination of employment by Sellers of the Employees (other than the
Transferring Employees (as defined in the Employee Transfer Side Agreement); provided,
however, that the amount of such severance costs to be paid by the Purchaser shall not exceed
$2,600,000.
(d)
The terms and provisions of this Section 5.28 are for the sole benefit of the
Sellers and the Purchaser. Nothing contained herein, express or implied (i) shall be construed to
establish, amend or modify any employee benefit plans, programs, agreements or arrangements of
any of the Sellers or the Purchaser, (ii) shall alter or limit the ability of the Purchaser or any of its
limited partners to amend, modify or terminate any employee benefit plans, programs, agreements

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or arrangements after the Closing Date, (iii) is intended to confer or shall confer upon any current
or former employee any right to employment or constitute or create an employment agreement
with any Transferring Employees or (iv) is intended to confer or shall confer upon any individual
or any legal representative of any individual any right as a third party beneficiary of this
Agreement.
ARTICLE VI
TAX MATTERS
SECTION 6.1.

Section 1.44. Transfer Taxes.

The Parties agree that the Purchase Price is exclusive of any Transfer Taxes. The
Purchaser shall promptly pay directly to the appropriate Tax Authority all applicable Transfer
Taxes that may be imposed upon or payable or collectible or incurred in connection with this
Agreement or the transactions contemplated herein, or that may be imposed upon or payable or
collectible or incurred in connection with the execution of any other Transaction Document;
provided, that if any such Transfer Taxes are required to be collected, remitted or paid by a Seller,
the Joint Administrators, or the French Liquidator or any Subsidiary, Affiliate, representative or
agent thereof, such Transfer Taxes shall be paid by the Purchaser to such Seller, Joint
Administrators, French Liquidator, Subsidiary, Affiliate or agent, as applicable, at the Closing or
thereafter, as requested of or by the applicable Seller, Joint Administrators or French Liquidator.
Upon request from a Seller, the Joint Administrators or the French Liquidator, the Purchaser shall
provide to such Seller, Joint Administrators or French Liquidator an original receipt (or such other
evidence as shall be reasonably satisfactory to such Seller, Joint Administrator or French
Liquidator) evidencing the payment of Transfer Taxes by the Purchaser to the applicable Tax
Authority under this Section 6.1. For the avoidance of doubt, the Purchaser shall remain liable in
respect of any Transfer Taxes regardless of the date that the Assets are removed from the premises
of a Seller or any Seller’s supplier. All other Closing expenses will be paid by the Party incurring
such expenses.
If the Purchaser wishes to claim any exemption relating to, or a reduced rate of, or
make an election with the effect of reducing, or engage in any other transaction designed to reduce,
Transfer Taxes, in connection with this Agreement or the transactions contemplated herein, or in
connection with the execution of any other Transaction Document, the Purchaser shall be solely
responsible for ensuring that such exemption, reduction or election applies and, in that regard,
shall provide the Sellers, Joint Administrators or French Liquidator (as applicable) prior to Closing
with its permit number, GST/HST, VAT, provincial sales taxes or other similar registration
numbers and/or any appropriate certificate of exemption, election and/or other document or
evidence to support the claimed entitlement to such exemption or reduction by the Purchaser. All
parties shall make commercially reasonable efforts to cooperate to the extent necessary to obtain
any such exemption or reduction. Notwithstanding the foregoing, any such cooperation to be
provided in this Section 6.1(b) shall not include or extend to (i) a liquidation or restructuring of a
Seller or any business of a Seller, including the transfer of any assets or Assets or liabilities or
Assumed Liabilities between the Sellers or their Affiliates, unless the Seller or the relevant
Affiliate is indemnified (prior to such liquidation or restructuring) against any cost or expense of
such liquidation or restructuring to its satisfaction (acting at all times reasonably and in good faith);

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(ii) any action or omission that would result in the imposition on any Seller or any Affiliate of any
Seller of any additional Tax liability or making any additional payment to any Tax Authority or
Government Entity in respect of Tax which is an Excluded Liability, unless such Seller or Affiliate
is (prior to the relevant action or omission) indemnified against such additional Tax liability or
payment; (iii) any action or omission that would result in any material out of pocket cost or
expense for any Seller or any Affiliate of any Seller, unless such Seller or Affiliate is (prior to the
relevant action or omission), indemnified against such cost or expense to their satisfaction (acting
at all times reasonably and in good faith) by the Purchaser; (iv) any action or omission which
would cause the Sellers or any Affiliates of the Sellers to be in contravention of any applicable
Law (including Bankruptcy Law) or published practice of a Tax Authority; (v) changing the
identity or Tax residence of any Sellers, the location of any Assets or Assumed Liabilities, the
nature or extent of any Assets or Assumed Liabilities, the Assets or Assumed Liabilities to be
transferred by any particular Seller or the structure of the transaction as an asset sale rather than the
sale of any form of entity, unless the Seller or the relevant Affiliate is indemnified (prior to such
action) against any cost or expense of such action to its satisfaction (acting at all times reasonably
and in good faith); or (vi) any reduction in the obligations of the Purchaser or rights of the Sellers.
It is agreed and acknowledged that for the purposes of this Section 6.1, “Transfer
Taxes” do not include VAT in respect of any supply (or deemed supply) of goods and services
pursuant to this Agreement, for which the provisions of Section 6.9 shall apply instead.
SECTION 6.2.
Section 1.45. Withholding Taxes. If the Purchaser is
required for any reason to deduct or withhold from any payment made pursuant to this Agreement
or any other Transaction Document (other than the Optioned License Fees, which shall be
governed by Section 5.27(b)(ii)(C)), for any Tax imposed by a Tax Authority solely as a result of
the identity of the Purchaser, the residence of the Purchaser or in respect of income of the
Purchaser, but not for any other reason, and if the applicable Seller, Joint Administrators or French
Liquidator after exercising commercially reasonable efforts is unable to recover such Tax from
such Tax Authority, the payment of the Purchase Price shall be increased to an amount which, after
taking into account such deduction or withholding or Tax, will result in payment to the applicable
Seller, Joint Administrators or French Liquidator of the full amount such Seller, Joint
Administrators or French Liquidator would have received from the Purchaser had no such
deduction or withholding been made or Tax been liable. The Purchaser shall promptly furnish the
Sellers, Joint Administrators and French Liquidator with such evidence as may be required by the
applicable Tax Authorities to establish that any such Tax has been paid, and shall indemnify and
hold harmless the Sellers, Joint Administrators and French Liquidator on an after-Tax basis from
any liability for penalties or interest due to the payor’s failure to timely withhold and remit
amounts in respect of Taxes to the applicable Tax Authority. The Purchaser shall promptly, and in
any event not later than thirty (30) days prior to Closing, inform the Seller, Joint Administrators
and French Liquidator, that either (i) deductions or withholdings as referred to in this Section 6.2
are required, or (ii) no such deductions or withholdings are required. In the event that the
Purchaser notifies that such deductions or withholdings are required, the applicable Seller, Joint
Administrators or French Liquidator shall take no action inconsistent with the information
contained in such notice unless such action is required to be taken in order to comply with any
applicable Law or Tax Authority published practice.

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SECTION 6.3.
Section 1.46. Tax Characterization of Payments Under This
Agreement. The Sellers and the Purchaser agree to treat all payments made either to or for the
benefit of the other Party under this Agreement (other than any interest payments and Optioned
Licenses Fees) as adjustments to the Purchase Price for Tax purposes and that such treatment shall
govern for purposes hereof to the extent permitted under applicable Tax Law.
SECTION 6.4.

Section 1.47. Apportionment of Taxes.

Except as otherwise provided in Section 5.27 or in this Article VI, (i) the Sellers
shall and shall cause the Other Sellers, as the case may be, to bear all Taxes of any kind relating to
the Assets for all Tax periods or portions thereof ending on or before the Closing Date and all
Taxes resulting from the disposition of the Assets and the receipt of the Optioned Licenses Fees,
and (ii) the Purchaser shall bear all Taxes relating to the Assets for all Tax periods or portions
thereof beginning after the Closing Date.
For purposes of this Agreement, any Taxes for a “Straddle Period” (a Tax period
that includes, but does not end on, the Closing Date) shall be apportioned between the Sellers, on
the one hand, and the Purchaser, on the other hand, based on the portion of the period ending on
and including the Closing Date and the portion of the period beginning after the Closing Date,
respectively. The amount of any Taxes based on or measured by income or receipts related to the
Assets shall be allocated between the Pre-Closing Taxable Period and the Post-Closing Taxable
Period on a closing-of-the-books (at midnight on the Closing Date) basis. The amount of other
Taxes shall be allocated between the Pre-Closing Taxable Period and the Post-Closing Taxable
Period in the following manner: (i) in the case of a Tax imposed in respect of property (excluding,
for the avoidance of doubt, any income Tax) and that applies ratably to a Straddle Period, the
amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Tax
for the period in question multiplied by a fraction, the numerator of which is the total number of
days in such portion of such Straddle Period and the denominator of which is the total number of
days in such Straddle Period, and (ii) in the case of sales, value-added and similar
transaction-based Taxes (other than Transfer Taxes allocated under Section 6.1), such Taxes shall
be allocated to the portion of the Straddle Period in which the relevant transaction occurred.
SECTION 6.5.

Section 1.48. Records.

Except as provided elsewhere in this Section 6.5, (i) after the Closing Date, the
Purchaser, on the one hand, and the Sellers, on the other hand, will make available to the other, as
reasonably requested, and to any Tax Authority, all information, records or documents relating to
liability for Taxes with respect to the Assets or the Assumed Liabilities for all periods prior to or
including the Closing Date (including Straddle Periods), and will preserve such information,
records or documents until the expiration of any applicable statute of limitations or extensions
thereof, and (ii) in the event that one party needs access to records in the possession of a second
party relating to any of the Assets or the Assumed Liabilities for purposes of preparing Tax
Returns or complying with any Tax audit request, subpoena or other investigative demand by any
Tax Authority, or for any other legitimate Tax-related purpose not injurious to the second party,
the second party will allow representatives of the other party such access as is reasonably
necessary to such records during regular business hours at the second party’s place of business for
the sole purpose of obtaining information for use as aforesaid and will permit such other party to

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make extracts and copies thereof as may be reasonably necessary or convenient. The obligation to
cooperate pursuant to this Section 6.5 shall terminate at the time the relevant applicable statute of
limitations expires (giving effect to any extension thereof), provided, that, beginning on the date
that is one year following the Closing Date, the obligations of the Sellers under this Section 6.5(a)
shall be limited to commercially reasonable efforts, taking into account available personnel and
resources.
At any time within the ten (10) years immediately following the Closing, NNL and
Nortel Networks Technology Corporation (“NNTC”) may cause copies of Restricted Technical
Records to be placed into escrow with the Records Custodian, who shall hold such Restricted
Technical Records for a term ending no later than ten (10) years after the Closing Date in
accordance with an escrow agreement between the Purchaser, NNL and NNTC and the Records
Custodian, in form satisfactory to the Purchaser, NNL and NNTC. The escrow agreement will
provide for access to the copies of the Restricted Technical Records only by the relevant Canadian
Tax Authority or by Tax advisors of any purchaser (“Tax Credit Purchaser”) relating to the
scientific research and experimental development Tax credits of NNL and NNTC under the
Income Tax Act (Canada), and only if such advisors have executed an appropriate confidentiality
agreement in form satisfactory to the Purchaser, acting reasonably. The access permitted by the
escrow agreement shall be only for the limited purpose of defending any audit, claim or action by
any Canadian Tax Authority in respect of the characterization of expenditures by NNL or NNTC
as qualified expenditures on scientific research and experimental development for purposes of the
applicable provisions of the Income Tax Act (Canada) (“Qualified Expenditures”).
The Purchaser shall use commercially reasonable efforts to make available to the
relevant Taxing Authority or Tax advisors of the Tax Credit Purchaser, those former employees of
NNL or NNTC, as the case may be, with direct knowledge of the Qualified Expenditures who are
then employed by the Purchaser and whose cooperation is necessary for the purpose of defending
any audit, claim or action by any Taxing Authority of the characterization of expenditures by NNL
or NNTC, as the case may be, as Qualified Expenditures, and provided that such advisors have
executed an appropriate confidentiality agreement satisfactory to the Purchaser.
The Purchaser shall have no obligation to provide any access under Section 6.5(c)
unless NNL or NNTC (if there is no Tax Credit Purchaser in respect of the request for access) or
the Tax Credit Purchaser pays all the Purchaser’s reasonable expenses in connection with Section
6.5(c), including a reasonable per diem rate for access to former employees of NNL or NNTC, as
the case may be (based on the total compensation of the employee at the time access is provided).
The obligations of the Sellers under Section 6.5(a) shall be subject to the following:
the parties agree and acknowledge that the Sellers shall be entitled, prior to
any disclosure or making available, to redact the relevant information, records or
documents as they hold to ensure that they show only information relevant to the
Assets or Assumed Liabilities and do not show any other information except as
required by applicable Law;
the Sellers, on the one hand, and the Purchaser, on the other hand, shall not
be obliged to provide any access under Section 6.5(a) unless the requesting party

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pays all of the reasonable costs and expenses of the party granting access, in each
case incurred in connection with the granting of such access, including a reasonable
hourly rate for access to employees or agents of the party granting access (based on
the total compensation of the employee or agent at the time that access is provided);
and
the Sellers shall not be required, pursuant to Section 6.5(a), to provide the
Purchaser with access to or copies of any working papers or other documentation
(including court orders or other documents) prepared by, or relating to, the Joint
Administrators or the French Liquidator which the Joint Administrators or the
French Liquidator are required to maintain in confidence under applicable Law.
SECTION 6.6.
Section 1.49. Tax Disclosure. Notwithstanding anything to
the contrary in this Agreement, except as reasonably necessary to comply with applicable
securities laws and regulations, any party may (i) consult any Tax adviser regarding the U.S.
federal income Tax treatment or Tax structure of the transactions contemplated by this Agreement,
and (ii) disclose to any and all persons, without limitation of any kind, the U.S. federal income Tax
treatment and Tax structure of the transactions contemplated hereunder and all materials of any
kind (including opinions or other Tax analyses) that are provided to the taxpayer relating to such
Tax treatment and Tax structure (but without disclosure of identifying information or any
nonpublic commercial or financial information); provided, however, that clause (ii) of this
paragraph shall not apply until the date of the public announcement of the execution of this
Agreement and performance of the transactions contemplated hereunder. For this purpose, “Tax
structure” is limited to any facts relevant to the U.S. federal income Tax treatment of the
transactions contemplated hereunder.
SECTION 6.7.

Section 1.50. Tax Returns.

The Sellers shall be responsible for the preparation and timely filing (taking into
account any extensions received from the relevant Tax Authorities) of all Tax Returns in respect of
the Assets, for all Pre-Closing Taxable Periods (other than any Tax Returns with respect to
Transfer Taxes (“Transfer Tax Returns”) described below in Section 6.7(b)). Such Tax Returns
shall be true, correct and complete in all material respects. Except as otherwise provided in this
Agreement, all Taxes indicated as due and payable on such Tax Returns shall be paid by (or shall
be caused to be paid by) the Sellers as and when required by Law.
Each Transfer Tax Return with respect to Transfer Taxes imposed in respect of this
Agreement and the transactions contemplated hereunder or in respect of the execution of any other
Transaction Document shall be prepared by the Party that customarily has primary responsibility
for filing such Transfer Tax Return pursuant to the applicable Tax Laws. The Sellers shall make
available to the Purchaser that portion of such Transfer Tax Returns prepared by the Sellers that is
applicable to the sale and purchase transaction contemplated by this Agreement, and, to the extent
not already disclosed, such information as will enable the Purchaser to review such portion of such
Transfer Tax Returns at least ten (10) Business Days before such Tax Returns are due to be filed,
and such portion of such Transfer Tax Returns shall be revised before filing as reasonably
requested by the Purchaser. The Purchaser shall pay to the Sellers any amount of Transfer Taxes
payable in respect of Transfer Tax Returns to be filed by the Sellers pursuant to this Section 6.7(b)

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at least one (1) Business Day before such Transfer Tax becomes due and payable in each case to
the extent such Transfer Taxes are the responsibility of the Purchaser pursuant to Section 6.1(a).
The Purchaser shall be responsible for the preparation and timely filing (taking into
account any extensions received from the relevant Tax Authorities) of all Tax Returns with respect
to the Assets for all Post-Closing Taxable Periods and Straddle Periods, provided that for the
avoidance of doubt, nothing in this Section 6.7(c) shall give the Purchaser any rights over the Tax
Returns of the Sellers (a) that are required to be submitted to any relevant Tax Authority and which
relate to such Sellers’ taxable income and gains for the taxable period during which Closing takes
place, or (b) that are in respect of VAT. Such Tax Returns shall be true, correct and complete in all
material respects and shall be prepared on a basis consistent with Tax Returns prepared for prior
taxable periods unless a different treatment of any item is required by Law or this Transaction. All
Taxes indicated as due and payable on such Tax Returns shall be paid by (or shall be caused to be
paid by) the Party responsible therefor pursuant to Section 6.4(b) hereof as and when required by
Law. Nothing in this Section 6.7(c) shall prejudice the rights of the Parties under Section
2.2.42.2.3(b).
The Sellers shall be entitled to review and comment on any Tax Return (other than
a Transfer Tax Return described in Section 6.7(b)) prepared by the Purchaser for any Straddle
Period before any such Tax Return is filed. The Purchaser shall submit a draft of any such Tax
Return to the NA Sellers at least sixty (60) days before the date such Tax Return is required to be
filed with the relevant Tax Authority. The NA Sellers shall have fifteen (15) days after the date of
receipt thereof to submit to the Purchaser, in writing, the NA Sellers’ written comments with
respect to such Tax Return. The Purchaser shall notify the NA Sellers within fifteen (15) days
after receipt of such comments of (a) the extent, if any, to which the Purchaser accepts such
comments and will file such Tax Return in accordance therewith and (b) the extent, if any, to
which the Purchaser rejects such comments. To the extent the Purchaser rejects the comments of
the NA Sellers, the Purchaser and the NA Sellers promptly shall negotiate in good faith to resolve
their disagreements; if no agreement has been reached within ten (10) days, the parties
immediately shall appoint an Accounting Arbitrator to determine the correct manner for reporting
the items that are in dispute and shall provide to the Accounting Arbitrator all relevant information.
The Accounting Arbitrator shall have fifteen (15) days to submit its determination, which shall be
binding upon the Parties, and the Purchaser shall file such Tax Return in accordance therewith.
The fees and expenses of the Accounting Arbitrator shall be paid by the Party whose position is
deemed to be least correct by the Accounting Arbitrator.
It is agreed and acknowledged that for the purposes of this Section 6.7, “Transfer
Taxes” do not include VAT in respect of any supply (or deemed supply) of goods and services
pursuant to this Agreement, for which the provisions of Section 6.9 shall instead apply, except that
and for the avoidance of doubt, for the purposes of Section 2.2.42.2.3(b), “Transfer Tax Returns”
shall include Tax Returns with respect to VAT.
SECTION 6.8.

Section 1.51. Canadian Tax Election.

If the Purchaser is a resident of Canada for purposes of the Income Tax Act
(Canada) (and any equivalent provincial statute) and provided that a portion of the Assets
transferred pursuant to this Agreement by the NA Sellers and Other Sellers to the Purchaser is

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being transferred to the Purchaser in consideration for the Purchaser assuming prepaid obligations
of the NA Sellers and Other Sellers to deliver goods or provide services in the future, the NA
Sellers and Other Sellers and the Purchaser will prepare, execute and file, on a timely basis and
using any prescribed form, a joint election under subsection 20(24) of the Income Tax Act (Canada)
(and any equivalent provincial statute) as to such assumption hereunder, and prepare their
respective Tax Returns in a manner consistent with such joint election. The elected amount will be
jointly determined by the NA Sellers and Other Sellers and the Purchaser, acting reasonably. The
NA Sellers and Other Sellers and the Purchaser will make any required elections under
corresponding provincial or territorial law and the foregoing provisions will apply mutatis
mutandis in respect thereof.
To the extent the NA Sellers and Other Sellers and the Purchaser cannot agree on
the amount to be elected under subsection 20(24) of the Income Tax Act (Canada) (and any
equivalent provincial statute), the NA Sellers and Other Sellers and the Purchaser promptly shall
negotiate in good faith to resolve their disagreements; if no agreement has been reached within five
(5) days, the relevant parties immediately shall appoint an Accounting Arbitrator to determine the
correct amount to be elected and shall provide to the Accounting Arbitrator all relevant
information. The Accounting Arbitrator shall have thirty (30) days to submit its determination,
which shall be binding upon the Parties, and the Parties shall file all relevant elections and Tax
Returns in accordance therewith. The fees and expenses of the Accounting Arbitrator shall be paid
by the Party whose position is deemed to be least correct by the Accounting Arbitrator.
SECTION 6.9.

Section 1.52. VAT.

All sums payable by the Purchaser under this Agreement and/or in respect of the
Optioned Licenses shall be exclusive of VAT and, except to the extent Section 6.9(d) applies,
where a sum is paid by the Purchaser pursuant to this Agreement and/or in respect of the Optioned
Licenses in consideration for any supply (or deemed supply) of goods or services by any of the
EMEA Sellers the Purchaser shall, in addition to the consideration payable for such supply, pay to
the relevant EMEA Seller, on receipt of an appropriate VAT invoice, an amount equal to the VAT
(if any) determined in accordance with Section 2.2.42.2.3(b) as, or (as appropriate) determined by
the relevant EMEA Seller(s) as arising in respect of such supply together with all interest and
penalties thereon (except to the extent that such interest or penalties arise other than as a result of a
failure of the Purchaser to comply with any of its obligations pursuant to this Section 6.9), with
payment to be made by the Purchaser within five (5) Business Days of receipt of an appropriate
valid VAT invoice or Closing (whichever is the later), provided that, no payment shall be due from
the Purchaser in respect of VAT pursuant to this Section 6.9(a) or Section 6.9(e) in circumstances
where the EMEA Seller, the Joint Administrator or French Liquidator issues a VAT invoice to the
Purchaser outside of any applicable time limits within which the Purchaser (or a member of its
VAT group) can claim credit for the relevant input tax, and provided further that, for the avoidance
of doubt, any amount payable pursuant to this Section 6.9(a) in respect of any Optioned Licenses
shall be an amount determined by the relevant EMEA Seller(s).
For the avoidance of doubt, and without prejudice to the generality of this Section
6.9, if the relevant EMEA Seller or Joint Administrators or French Liquidator forms the view,
acting reasonably, that the supply by the EMEA Sellers of any Assets or assumption from the
EMEA Sellers of any Assumed Liabilities (if relevant) is subject to VAT, or that any other

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amounts payable by the Purchaser or any other supplies made to the Purchaser in each case
pursuant to this Agreement and/or in respect of the Optioned Licenses are subject to VAT, then,
except to the extent Section 6.9(d) applies, the relevant EMEA Seller(s) or the Joint
Administrators or the French Liquidator shall be entitled to provide the Purchaser with a VAT
invoice in respect of the supply in question.
Subject to any contrary provision of this Agreement, a VAT invoice served by any
EMEA Seller or the Joint Administrators or the French Liquidator in good faith and in accordance
with applicable VAT laws, absent manifest error, shall be accepted by the Purchaser as valid,
including in relation to amounts of VAT stated in such invoice, except to the extent the Purchaser
has paid the applicable VAT by virtue of Section 6.9(d) below.
Where the liability for VAT in respect of any supply is a liability of the Purchaser
(whether under Section 8 of the Value Added Tax Act 1994 or similar or equivalent provisions in
any member of the European Union) the Purchaser shall account for such VAT to the relevant Tax
Authority within any applicable time limits.
In the event that an amount in respect of VAT is payable under the terms of this
Agreement and/or in respect of the Optioned Licenses in respect of a supply and: (1) the
consideration amount as indicated on the relevant VAT invoice in respect of such supply differs
from the actual consideration amount for that supply for VAT purposes (including, but not limited
to, situations where the Purchase Price is adjusted in accordance with any provision of this
Agreement, and/or the allocation of the Purchase Price to any Assets or Assumed Liabilities is
amended, whether pursuant to Section 2.2.42.2.3 or otherwise); (2) a Tax Authority determines in
writing that a supply by any EMEA Seller in respect of which the Purchaser has paid VAT should
properly be characterized as a supply on which VAT does not arise; or (3) for any reason the rate of
VAT applicable to the supply in question is changed, then the relevant EMEA Seller(s) and the
Purchaser agree to co-operate in good faith to correct all relevant VAT invoices and VAT returns
and (without prejudice to the generality of the foregoing):
where the purchase price for any Assets and/or Assumed Liabilities (if
relevant) is increased, or VAT otherwise becomes due, the Purchaser shall pay to
the relevant EMEA Seller (or relevant Tax Authority, where applicable) an amount
equal to any additional VAT that becomes due as a result of such increase with
payment to be made by the Purchaser within five (5) Business Days of receipt of an
appropriate valid VAT invoice or Closing, whichever is the later; and
where the purchase price for any Assets and/or Assumed Liabilities (if
relevant) is decreased, or to the extent that a relevant Tax Authority determines in
writing that a supply by any EMEA Seller in respect of which the Purchaser has
paid an amount in respect of VAT should properly be characterised as a supply on
which VAT does not arise, or where the rate of VAT applicable to the supply in
question is decreased, or where the Purchaser has otherwise paid an amount in
respect of VAT to an EMEA Seller under Section 6.9(a) that was not due, the
relevant EMEA Seller shall, without unreasonable delay, issue an appropriate and
valid VAT credit note or equivalent to the Purchaser and shall use its reasonable
endeavors to recover the Excess VAT and, to the extent the Excess VAT is actually

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recovered and retained by it (or by any member of its VAT group) or is creditable
by any EMEA Seller against any VAT liability of an EMEA Seller (or is so
creditable by any member of its VAT group), the relevant EMEA Seller shall,
without unreasonable delay, pay such Excess VAT to the Purchaser, and for the
purposes of this Section 6.9(e)(ii), “Excess VAT” means the amount in respect of
VAT actually paid (after deducting any previous refund under this Section
6.9(e)(ii)) by the Purchaser that should not have been paid, taking into account the
decrease in purchase price, the incorrect characterization of a supply, the decrease
in the VAT rate or the amount in respect of VAT that was paid to an EMEA Seller
that was otherwise not due.
The EMEA Sellers, Joint Administrators, French Liquidator and the Purchaser
agree to act in good faith in accordance with Section 2.2.42.2.3 for all purposes relating to VAT
(including the preparation and filing of any VAT invoices or Tax Returns with respect to VAT).
If it is not possible for the EMEA Sellers, Joint Administrators, French Liquidator
and the Purchaser in accordance with Section 2.2.42.2.3 to determine before the date falling five (5)
Business Days prior to Closing an amount of consideration for the purposes of VAT invoicing then
(notwithstanding that the Purchaser has not by such date delivered a proposed Partial Allocation
pursuant to Section 2.2.4(b))2.2.3(b)) and in all cases in respect of all sums payable in respect of
any Optioned Licenses, then:
where any of the EMEA Sellers, the Joint Administrators or the French
Liquidator are required to account to a Tax Authority for VAT in respect of the
supply of any goods or services under this Agreement and/or in respect of the
Optioned Licenses, subject to Section 6.9(e), the determination of the relevant
EMEA Seller or the Joint Administrators or the French Liquidator (in each case,
acting reasonably) shall be accepted by the parties for VAT purposes in respect of
such goods or services until and unless replaced pursuant to Section 6.9(e); and
where the Purchaser is required to account to a Tax Authority for VAT in
respect of the supply of any goods or services under this Agreement and/or in
respect of the Optioned Licenses, subject to Section 6.9(e), the determination of the
Purchaser (acting reasonably) shall be accepted by the parties for VAT purposes in
respect of such goods or services unless and until replaced pursuant to Section
6.9(e).
ARTICLE VII
CONDITIONS TO THE CLOSING
SECTION 7.1.
Section 1.53. Conditions to Each Party’s Obligation. The
Parties’ obligation to effect the Closing is subject to the satisfaction or the express written waiver
by all of the Primary Parties, at or prior to the Closing, of the following conditions:
(a)
Regulatory Approvals. Mandatory Regulatory Approvals from the
appropriate Government Entities shall have been obtained.

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(a)
(b) No Injunctions or Restraints. Subject to Section 5.6(f), there shall be in
effect no Law, or any order, injunction, decree or judgment of any court or other Government
Entity prohibiting, preventing or making illegal the consummation of any of the transactions
contemplated hereby.
(b)
(c) U.S. Sale Order, Canadian Approval and Vesting Order, and French
Court Order. The U.S. Sale Order shall have been entered in the form of Exhibit GF in accordance
with Section 5.1(db), shall not have been modified, revised, vacated or amended in a manner
inconsistent with the provisions of Section 5.1(db) and shall have become a Final Order. The
Canadian Approval and Vesting Order shall have been entered in the form of Exhibit I-2G in
accordance with Section 5.2(ba), shall not have been modified, revised, vacated or amended in a
manner inconsistent with the provisions of Section 5.2(ba) and shall have become a Final Order.
The French Court Order shall have been entered substantially in the form of Exhibit J in
accordance with Section 5.3, shall not have been modified, revised, vacated or amended in a
manner inconsistent with the provisions of Section 5.3 and shall have become a Final Order.
(c)
(d) CDMA Vesting Order. The requirements of paragraph 7 of the CDMA
Vesting Order shall have been satisfied.
SECTION 7.2.
Section 1.54. Conditions to Sellers’ Obligation. The Sellers’
obligation to effect the Closing shall be subject to the fulfillment (or express written waiver by the
Primary Seller Parties), at or prior to the Closing, of each of the following conditions:
No Breach of Representations and Warranties. Each of the representations and
warranties contained in Article III (disregarding all materiality and material adverse effect
qualifications contained therein) shall be true and correct (i) as of the Closing Date as if made on
and as of such date or (ii) if made as of a date specified therein, as of such date, except, in each case,
for any failure to be true and correct that, individually and together with other such failures, has not
had and would not reasonably be expected to have a material adverse effect on the ability of the
Purchaser to consummate the transactions contemplated by this Agreement.
No Breach of Covenants. The Purchaser shall have performed in all material
respects all material covenants, obligations and agreements contained in this Agreement required
to be performed by the Purchaser on or before the Closing.
Officer Certificate. The Sellers shall have been furnished with a certificate signed
by a senior officer of the Purchaser certifying that the conditions set forth in Sections 7.2(a) and
7.2(b) have been satisfied.
Recent Emergence of Unknown Licenses. Ten (10) Business Days shall have
elapsed since the provision of the most recent notice, if any, that the Sellers have provided to the
Purchaser pursuant to and in compliance with Section 8.1(d)(iii)(B).
SECTION 7.3.
Section 1.55. Conditions to Purchaser’s Obligation. The
Purchaser’s obligation to effect the Closing shall be subject to the fulfillment (or express written
waiver by the Purchaser), at or prior to the Closing, of each of the following conditions:

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No Breach of Representations and Warranties and Annex I Statements. Each of the
representations and warranties set forth in Article IV and each statement in Annex I, in each case
disregarding all materiality and Material Adverse Effect qualifications contained therein, shall be
true and correct (i) as of the Closing Date as if made on and as of such date or (ii) if made as of a
date specified therein, as of such date, except for any failure to be true and correct that,
individually and together with other such failures, has not had and would not reasonably be
expected to have a Material Adverse Effect.
No Breach of Covenants. The Sellers shall have complied in all material respects
with all material covenants, obligations and agreements contained in this Agreement required to be
performed by the Sellers on or before the Closing.
Officer Certificate. The Purchaser shall have been furnished with a certificate
signed by a senior officer of each of the NA Sellers that the conditions set forth in Sections 7.3(a)
and 7.3(b) have been satisfied.
For the avoidance of doubt, the parties acknowledge that the Purchaser’s knowledge of the
existence of any facts, events, conditions or circumstances, except by reason of the Transaction
Documents and the Sellers Disclosure Schedule, shall not in any way prevent the Purchaser from
exercising all of its rights hereunder and requiring that all conditions in Sections 7.1 and 7.3 be
satisfied in full.
ARTICLE VIII
TERMINATION
SECTION 8.1.
Section 1.56. Termination. This Agreement may be
terminated at any time prior to the Closing:
by mutual written consent of the Primary Parties;
(b)

by either Primary Party, upon written notice to the other Primary Party:

(a)
(i) by either Primary Party, upon written notice to the other Primary Party if
the Closing does not take place on or prior to the date that is one hundred and eighty (180) days
from the date of this Agreement (such date, as it may be extended pursuant to the proviso below,
the “Outside Date”); provided, that the Outside Date shall be extended by successive periods of
forty-five (45) days if on the date of each such extension all of the conditions to the Closing set
forth in Article VII other than the conditions in Section 7.1(a) and/or Section 7.1(b) are satisfied
(or are capable of being satisfied should Closing occur on the next Business Day); provided,
however, that the Outside Date shall in no event be more than three hundred and sixty (360) days
from the date of this Agreement; or.
(ii)
upon or following the determination by any of the Primary Seller
Parties (by resolution of the board of directors or similar governing body (in the
case of the NA Sellers), decision in writing of the Joint Administrators (in the case
of NNUK), or by entry into a definitive written agreement) or upon or following
written notice to the Purchaser, the official committee of unsecured creditors (or the
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equivalent) in any of the Bankruptcy Proceedings or public announcement
(including any filing in a Bankruptcy Court by any of the Primary Seller Parties)
thereof to proceed with an Alternative Transaction, such determination to be made
(A) if the Auction occurs, not later than the date that is three (3) Business Days after
the conclusion of the Auction, or (B) if the Auction does not occur, not later than
the later of sixty-three (63) days from the date that the U.S. Bidding Procedures
Order is first entered by the U.S. Bankruptcy Court and the date the Canadian Sales
Process Order is first granted by the Canadian Court;
by the Purchaser, upon written notice to the Primary Seller Parties:
in the event of a breach by the Sellers of the Sellers’ representations,
warranties, Annex I statements, agreements or covenants set forth in this
Agreement, which breach would result in a failure of any of the conditions to
Closing set forth in Section 7.1, Section 7.3(a) or Section 7.3(b), as applicable, and
which breach, if capable of being cured, has not been cured within twenty-five (25)
days from receipt of written notice thereof from the Purchaser (but not later than the
Outside Date);
in the event of the Sellers’ breach of their obligation to close the
transactions contemplated hereby at the Closing, which breach, if capable of being
cured, has not been cured within five (5) days from receipt of written notice thereof
from the Purchaser (but not later than the Outside Date);
upon or following the determination by any of the Primary Seller Parties
(by resolution of the board of directors or similar governing body (in the case of the
NA Sellers), decision in writing of the Joint Administrators (in the case of NNUK),
or by entry into a definitive written agreement) or upon or following written notice
to the Purchaser, the official committee of unsecured creditors (or the equivalent) in
any of the Bankruptcy Proceedings or public announcement (including any filing in
a Bankruptcy Court by any of the Primary Seller Parties) thereof to proceed with
any Asset Retention Transaction;
upon or following the date that is ten (10) Business Days after the date
hereof, if (x) the Canadian Debtors shall not have served the Canadian Sales
Process Order Motion on the Service List or filed such motion with the Canadian
Court by such date or (y) the U.S. Debtors have not filed with the U.S. Bankruptcy
Court the U.S. Bidding Procedures and Sale Motion by such date; (B) upon or
following the date that is thirty-five (35) days after the date hereof, if (x) the U.S.
Bidding Procedures Order shall not have been entered by the U.S. Bankruptcy
Court by such date or (y) the Canadian Sales Process Order shall not have been
entered by the Canadian Court by such date; or (C) at any time following the entry
of the U.S. Bidding Procedures Order and the Canadian Sales Process Order but
prior to the entry of the U.S. Sale Order and the Canadian Approval and Vesting
Order, upon or following the date that an order of any court of competent
jurisdiction shall be entered (x) vacating or reversing the U.S. Bidding Procedures
Order or the Canadian Sales Process Order or (y) amending, supplementing or

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otherwise modifying the U.S. Bidding Procedures Order or the Canadian Sales
Process Order in a manner that is inconsistent with the standards set forth in
Sections 5.1(d) or 5.2(b), as applicable;
(v)
upon or following the date sixty (60) days from the later of the date
that the U.S. Bidding Procedures Order is first entered by the U.S. Bankruptcy
Court and the date that the Canadian Sales Process Order is first granted by the
Canadian Court, if the Auction shall not have been completed by such later date (if
the Auction is required to occur at all pursuant to the U.S. Bidding Procedures
Order and the Canadian Sales Process Order); or
(vi)
upon or following the date that is seventy-five (75) days from the
later of the date that the U.S. Bidding Procedures Order is first entered by the U.S.
Bankruptcy Court and the date that the Canadian Sales Process Order is first
granted by the Canadian Courtforty-fifth (45th) day after the date of this
Agreement, if the hearing(s) to consider approval of the U.S. Sale Order and the
Canadian Approval and Vesting Order shall not have commenced by such date;or
the U.S. Sale Order and the Canadian Approval and Vesting Order shall not have
been entered on such date, or (B) upon or following the date on which the U.S.
Bankruptcy Court shall have stated unconditionally that it will not enter the U.S.
Sale Order or the Canadian Court shall have stated unconditionally that it will not
enter the Canadian Approval and Vesting Order;
by the Primary Seller Parties, upon written notice to the Purchaser:
in the event of a breach by the Purchaser of the Purchaser’s representations,
warranties, agreements or covenants set forth in this Agreement, which breach
would result in a failure of any of the conditions to Closing set forth in Section 7.1,
Section 7.2(a) or Section 7.2(b), as applicable, and which breach, if capable of
being cured, has not been cured within twenty-five (25) days from receipt of
written notice thereof from the Primary Seller Parties (but not later than the Outside
Date);
upon the Purchaser’s breach of its obligation to close the transactions
contemplated hereby at the Closing, which breach is not cured within five (5) days
from the receipt of a written notice thereof from the Primary Seller Parties (but not
later than the Outside Date); or
in the event that (A) one or more Persons asserts the existence of an
Unknown License (as defined in the U.S. Bidding Procedures Order and the
Canadian Sales Process Order) that has been or would be rejected, repudiated or
terminated pursuant to the procedures described in the U.S. Bidding Procedures
Order or the Canadian Sales Process Order and that the Primary Seller Parties
determine, in the exercise of their reasonable good faith judgment, would, taken
together with all other such Unknown Licenses asserted to exist that have likewise
been or would likewise be rejected, repudiated or terminated pursuant to the
procedures described in the U.S. Bidding Procedures Order or the Canadian Sales

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Process Order, constitute a substantial risk of resulting in an aggregate allowed
damage claim at least equal to the dollar amount specified in Section 8.1(d) of the
Sellers Disclosure Schedule, if rejected, repudiated or terminated; (B) the Sellers
promptly notified the Purchaser in writing of such assertion of the existence of such
Unknown License(s) and the basis for the Sellers’ reasonable good faith estimate of
such potential allowed damage claim(s) and provided to the Purchaser such copy of
such Unknown License(s) as in the Sellers’ possession on the basis set forth in
Section 2.3.2(db)(v), and subsequently provided the Purchaser updates (which shall
not constitute a further notice under this clause (B)) as to any material change in the
facts that formed the basis of the Primary Seller Parties’ determination specified in
the preceding clause (A); (C) the Primary Seller Parties have requested in writing
the consent of the Purchaser to withdraw the rejection or repudiation of, or to elect
not to terminate, such Unknown License(s) and to deem each such Unknown
License a “Continuing Unlisted License” for purposes of Section 2.1.1(a) (which
consent shall be granted or denied in the Purchaser’s sole and absolute discretion);
and (D) the Purchaser shall not have provided its consent in writing to such request
by the date that is ten (10) Business Days after the date the Purchaser receives the
notices described in the foregoing clauses (B) and (C) and such copy of the asserted
Unknown License in the Sellers’ possession on the basis set forth in Section
2.3.2(db)(v) (it being understood that the Purchaser’s consent to such withdrawal or
election not to terminate will not affect the Purchaser’s rights under Article IX or
any other provision of this Agreement);
provided, however, that the right to terminate this Agreement pursuant to Section 8.1(b), Section
8.1(c)(i), Section 8.1(c)(ii), Section 8.1(d)(i) or Section 8.1(d)(ii) shall not be available to the
Primary Party seeking to terminate if such Primary Party has breached this Agreement and such
breach has been the cause of, or has resulted in, the event or condition giving rise to a right to
terminate this Agreement.
Section 1.57.

Expense Reimbursement and Break-Up Fee.

(a)
In the event that (A) this Agreement is terminated (x) by the Purchaser
pursuant to Sections 8.1(c)(i), (ii) or (iii), (y) by either Primary Party pursuant to Section 8.1(b)(i)
(because of the failure of the condition specified in Section 7.1(d)) or (ii), or (z) by the Primary
Seller Parties pursuant to Section 8.1(d)(iii); and (B) when this Agreement is terminated, the
Purchaser is not in breach of this Agreement, which breach would result in a failure to satisfy any
of the conditions to Closing set forth in Section 7.1 or Section 7.2, the Sellers shall pay to the
Purchaser cash in an amount equal to the total amount of all actual fees, costs and expenses
reasonably incurred by the Purchaser in connection with the preparation, execution and
performance of this Agreement, which amount shall not exceed Four Million Dollars ($4,000,000)
(the “Expense Reimbursement”). The Expense Reimbursement shall be paid by wire transfer of
immediately available funds not more than five (5) Business Days following such termination and
after the receipt by the NA Sellers of written notice from the Purchaser describing the fees and
expenses that constitute the Expense Reimbursement in reasonable detail.
(b)
In the event that (A) this Agreement is terminated (x) by the Purchaser
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or (z) by the Primary Seller Parties pursuant to Section 8.1(d)(iii); (B) when this Agreement is
terminated, the Purchaser is not in breach of this Agreement, which breach would result in a failure
to satisfy any of the conditions to Closing set forth in Section 7.1 or Section 7.2; and (C) an
Alternative Transaction is consummated within twelve (12) months following such termination,
the Sellers shall pay to the Purchaser, from the proceeds of such Alternative Transaction, in
immediately available funds, not more than five (5) Business Days after the date of such
consummation, a cash fee of Twenty-Five Million Dollars ($25,000,000) (the “Break-Up Fee”).
(c)
Notwithstanding anything to the contrary herein, the Sellers’ obligation to
pay the Expense Reimbursement and/or Break-Up Fee pursuant to this Section 8.2 is expressly
subject to entry of the U.S. Bidding Procedures Order and the Canadian Sales Process Order.
SECTION 8.2.
Section 1.58. Effects of Termination. If this Agreement is
terminated pursuant to Section 8.1:
all further obligations of the Parties under or pursuant to this Agreement shall
terminate without further liability of any Party to the other Parties except for the provisions of, or
as provided in, this Section 8.38.2 and (i) Section 2.2.2 (Good Faith Deposit), (ii) Section 2.2.3
(Deposit Escrow), (iii) Section 5.7 (Public Announcements), (iviii) Section 5.10 (Transaction
Expenses), (viv) Section 5.11 (Confidentiality), (vi) Section 8.2 (Expense Reimbursement and
Break-Up Fee), (vii) Section 8.3 (Effects of Termination), (viii) Section 9.9 (Indemnification
Escrow) and (ixvii) Article X (Miscellaneous); provided, that, subject to Section 10.15, nothing
herein shall relieve any Party from liability for any breach of this Agreement occurring before the
termination hereof; and
the provisions of the Non-Disclosure Agreement and the Supplementary
Non-Disclosure Agreement will continue in full force and effect.
ARTICLE IX
INDEMNIFICATIONSURVIVAL
SECTION 9.1.
Section 1.59. Survival. AllNo representations, warranties,
statements, covenants andor agreements of any of the Sellers contained herein (including Annex I)
or in any other Transaction Document shall survive the Closing until the Survival Date, except (x)
for covenants that by their terms are to be satisfied after the Closing Date, which covenants shall
survive in accordance with their terms, and (y) as may be expressly provided in any Transaction
Document other than this Agreement. No Indemnification Claim (as defined below) may be
asserted pursuant to Section 9.2 unless the applicable Notice of Claim (as defined below) is
received by the Primary Seller Parties on or prior to the Survival Date (it being agreed and
understood that if a claim for a breach of representation, warranty, statement, covenant or
agreement is timely made, the representation, warranty, statement, covenant or agreement shall,
solely for the purposes of such claim, survive until the date on which such claim is finally
liquidated or otherwise resolved). No representations and warranties of the Purchaser contained
herein or in any other Transaction Document (except, in the case of such other Transaction
Documents, as may be expressly provided therein) shall survive beyond the Closing Date. This

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Section 9.1 shall not limit any Party’s liability for actual fraud (which, for the avoidance of doubt,
shall exclude constructive fraud and equitable fraud).
Section 1.60.
Indemnification of Purchaser. On and after the Closing Date,
and subject to the other provisions of this Article IX (including the last sentence of this Section
9.2), each of the Purchaser Indemnitees shall be indemnified and held harmless out of the
Indemnification Escrow Account and, in the aggregate, to the extent of the Indemnification
Escrow Amount from and against any and all claims, demands, suits, Actions, causes of actions,
losses (including, for the avoidance of doubt, loss of profits, internal costs, loss of revenue and lost
sales), costs, damages, liabilities and out-of-pocket expenses incurred or paid, including
reasonable attorneys’ fees (including such fees which are incurred in connection with a dispute of
the provisions of this Agreement), fines, penalties, costs of investigation or settlement, other
professionals’ and experts’ fees, and court or arbitration costs (but specifically excluding any
special, punitive, exemplary or speculative damages except to the extent such damages
specifically excluded herein are awarded to a Third Party) (hereinafter collectively referred to as
“Damages”), to the extent such Damages are suffered by a Purchaser Indemnitee and arise out of,
result from, or are caused by:
(a)
any facts or circumstances that (i) to the Knowledge of the Sellers as of the
Closing Date, constitute an inaccuracy, misrepresentation or breach of any of the representations
and warranties set forth in Sections 4.2(b)(iii) or 4.2(b)(iv), or (ii) constitute an inaccuracy,
misrepresentation or breach of any of the other representations or warranties in Article IV or any of
the statements in Annex I;
(b)
the breach of, default in, or failure to perform any covenant, agreement or
other obligation of the Sellers set forth in (i) Sections 2.1.1 (Assets), 2.1.8 (Non-Assignable
Assets), 5.9 (Conduct of Business), 5.11 (Confidentiality), 5.13(b) (Termination of Intercompany
Arrangements); 5.17 (Post-Closing Suits), 5.19 (Option to Purchase Undisclosed Patent Interests),
and 5.22 (Disposition of Jointly Owned Patents) or (ii) the Transaction Documents other than this
Agreement;
(c)
any Excluded Liabilities (it being understood that in no event shall the
Purchaser assume any Excluded Liabilities); or
(d)
the existence of any Permitted Encumbrances of the type described in
clause (i) of the definition of “Permitted Encumbrances” on any of the Assets;
provided, however, that the Purchaser Indemnitees shall not be entitled to any indemnification
pursuant to this Section 9.2 unless and until the total amount of Damages for all Indemnification
Claims for which the Purchaser Indemnitees are entitled to be indemnified hereunder exceeds One
Million Dollars ($1,000,000), in which case the Purchaser Indemnitees shall be entitled only to the
Damages in excess of such amount. The Purchaser, on behalf of itself and each other Purchaser
Indemnitee, acknowledges and agrees that the Indemnification Escrow Account is the sole source
of funding for any Indemnification Claims and under no circumstances shall any Purchaser
Indemnitees be entitled to indemnification or other monetary remedy from the Nortel Parties in
respect of Damages other than from the Indemnification Escrow Account, except to the extent

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Damages are incurred as a result of actual fraud of the Sellers under this Agreement, with respect
to which the limitations set forth in this sentence shall not apply.
Section 1.61.

Notice of Claim.

(a)
Promptly (and in any event within thirty (30) days) after any Purchaser
Indemnitee actually learns of any event or circumstance (including any Action instituted or
asserted by a Third Party against any Purchaser Indemnitee (a “Third Party Claim”)) that is
reasonably likely to give rise to indemnification under Section 9.2 (an “Indemnification Claim”),
the Purchaser Indemnitee shall deliver to the Primary Seller Parties a notice executed by the
Purchaser setting forth in reasonable detail the matter giving rise to the Indemnification Claim
hereunder, including, if available, a reasonable estimate of the anticipated Damages (such notice, a
“Notice of Claim”). The Purchaser shall have the right to amend any Notice of Claim at any time,
including with respect to its estimate of anticipated Damages.
(b)
No delay on the part of any Purchaser Indemnitee in giving a Notice of
Claim shall limit or reduce such Person’s right to indemnity hereunder, or relieve the Sellers from
any of their obligations under this Article IX, unless (and then only to the extent that) the Sellers
are actually prejudiced thereby.
Section 1.62.

Resolution of Notice of Claim.

Each Notice of Claim given by any Purchaser Indemnitee shall be resolved as follows:
(a)
Admitted Claims. If the Primary Seller Parties agree in writing that liability
for an Indemnification Claim is indemnified under Article IX for the full amount of the Damages
specified in the Notice of Claim or amendment to Notice of Claim, or fail to give the Purchaser
Indemnitee written notice contesting all or any portion of a Notice of Claim within thirty (30) days
after such Notice of Claim (or amendment to any such Notice of Claim) is properly delivered to
each of the Primary Seller Parties pursuant to Section 10.7 of this Agreement, then the Sellers shall
be conclusively deemed to have consented to the recovery (subject to the limitations set forth in
Section 9.2) by the Purchaser Indemnitee of the lesser of (i) the full amount of Damages actually
incurred by such Purchaser Indemnitee in respect of such Indemnification Claim and (ii) the
estimate of the anticipated Damages, if any, specified in such Notice of Claim or amendment
thereto, as applicable.
(b)
Contested Claims. With respect to any Notice of Claim not involving a
Third Party Claim, if the Primary Seller Parties give the Purchaser Indemnitee written notice
contesting all or any portion of a Notice of Claim or any amendment to a Notice of Claim, but
solely with respect to any matters subject to such amendment (a “Contested Claim”) within thirty
(30) days after proper delivery to the Primary Seller Parties of such Notice of Claim or amendment
thereto pursuant to Section 10.7, then such Contested Claim shall be resolved by either (i) a written
settlement agreement executed by the Primary Parties and the Purchaser Indemnitee or (ii) in the
absence of such a written settlement agreement within thirty (30) days of the Sellers’ delivery of a
notice contesting the Notice of Claim or amendment thereto, all Indemnification Claims that are
the subject of such Notice of Claim or the amendment thereto shall be resolved by a joint hearing
of the U.S. Bankruptcy Court and the Canadian Court. The foregoing dispute resolution
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procedures shall also apply with respect to any disputes as between the Sellers, on the one hand,
and the Purchaser or the Purchaser Indemnitees, on the other, over whether the Purchaser
Indemnitees are entitled to indemnification for Damages resulting from a Third Party Claim.
(c)
Participation in Defense of Third Party Claims. In the event of a Third
Party Claim, the Primary Seller Parties may, at their option, participate in the defense of the
Purchaser Indemnitee against the claims giving rise to such Third Party Claim (including through
the employment of its choice of counsel, who shall be reasonably satisfactory to such Purchaser
Indemnitee, it being understood that the Sellers shall be responsible for the payment of the fees,
charges and disbursements of such counsel) provided, that (i) such participation shall not limit the
Purchaser Indemnitees’ control of such Third Party Claim and (ii) the Primary Seller Parties and
their counsel shall reasonably cooperate with the Purchaser Indemnitees and their counsel in
connection with such Third Party Claim. For the avoidance of doubt, the applicable Purchaser
Indemnitee(s) shall have the right to undertake, conduct and control, through counsel of its own
choosing and at its own expense (without prejudice to its right to recover all Damages in
accordance with this Article IX), the defense of any Third Party Claim.
(d)
Settlement of Third Party Claims. In the event that a Purchaser Indemnitee
shall compromise or settle any Third Party Claim without the consent of the Primary Seller Parties
(which consent shall not be unreasonably withheld, delayed or conditioned), such compromise or
settlement shall not be dispositive with respect to the Damages payable to such Purchaser
Indemnitee in respect of such Third Party Claim. For so long as any amounts remain in the
Indemnification Escrow Account and subject to appropriate confidentiality and privilege
protections, in the event a Purchaser Indemnitee intends to compromise or settle multiple claims
with a Third Party and one or more of such claims is a Third Party Claim, the Purchaser shall
inform the Primary Seller Parties, prior to seeking their consent to such settlement or compromise,
of: (i) the amount of all claims; (ii) the aggregate amount of such settlements or compromises with
the Third Party; and (iii) the amount of the settlement allocated to each claim.
(e)
Cooperation. From and after the delivery of any Notice of Claim subject to
appropriate confidentiality and privilege protections, the Sellers and the applicable Purchaser
Indemnitees shall make reasonably available to the other party, as applicable, and their respective
attorneys, accountants and representatives all pertinent information under its control relating to the
applicable Indemnification Claim and amount of Damages incurred in connection therewith, and
the Sellers shall cooperate and, in the case of a Third Party Claim, render to the applicable
Purchaser Indemnitees such assistance as such Purchaser Indemnitees may reasonably require in
order to facilitate the proper and adequate defense of any such Third Party Claim (including
granting the applicable Purchaser Indemnitees and their attorneys, accountants and representatives
reasonable access, during normal business hours, to the personnel of the Sellers (including as
witnesses or deponents at trial and during the discovery process) to the extent reasonably related to
the applicable Indemnification Claim).
(f)
Manner of Payment. If a Purchaser Indemnitee is entitled to the recovery of
Damages in respect of any Indemnification Claim pursuant to this Article IX, then as and to the
extent applicable pursuant to Section 9.2, an amount equal to the amount of such Damages shall be
released by the Escrow Agent from the Indemnification Escrow Account, pursuant to the Escrow

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Agreement, by wire transfer of immediately available funds to an account designated in writing by
the Purchaser.
Section 1.63.
Treatment of Indemnity Payments. All indemnification
payments under this Article IX shall be treated as adjustments to the Purchase Price for all
applicable Tax purposes, except as is otherwise required by applicable Law.
Section 1.64.
No Duplication of Damages. No Purchaser Indemnitee shall
be entitled to recover any amount due hereunder more than once in respect of the same Damages,
including receipt of third-party insurance proceeds in respect of Damages indemnifiable under this
Article IX
Section 1.65.
Release of Remaining Funds from Indemnification Account.
As soon as reasonably practicable following the Survival Date, or the earliest date thereafter on
which there is no Indemnification Claim outstanding, all funds remaining in the Indemnification
Escrow Account shall be paid to the Distribution Agent as agent for the Sellers in accordance with
the Escrow Agreement.
Section 1.66.
Exhaustion or Distribution of Indemnity Escrow.
Notwithstanding anything to the contrary in this Article IX or otherwise, from and after the date
upon which no funds remain in the Indemnification Escrow Account, no Party shall be subject to
any further obligations under Sections 9.3 or 9.4 of this Agreement.
Section 1.67.

Indemnification Escrow.

(a)
Each of the Primary Seller Parties, NNSA and the Purchaser has entered
into the Escrow Agreement with the Escrow Agent in order to secure payment in respect of
Indemnification Claims as provided in this Agreement and provide for the disposition of the funds
in the Indemnification Escrow Account.
(b)
Each of the Primary Seller Parties, NNSA and the Purchaser hereby
undertakes to promptly execute and deliver to the Escrow Agent, in accordance with the
formalities set forth in the Escrow Agreement, joint instructions to pay to the Distribution Agent
(as distribution agent for the Sellers) or the Purchaser, as applicable, funds from the
Indemnification Escrow Account any time that any Person becomes entitled to such payment from
the Indemnification Escrow Account pursuant to this Agreement.
ARTICLE X
MISCELLANEOUS
SECTION 10.1.
Section 1.68. Indemnity Relating to Certain License
Non-Assignment and Non-Renewal Protections.
The Purchaser shall indemnify and hold each Seller Indemnitee harmless from and
against any and all Damages suffered by such Seller Indemnitee that arise out of, result from or are
caused by any Action instituted or asserted by a Third Party against such Seller Indemnitee (a
“Section 10.1 Third Party Claim”) as a result of the Purchaser’s use and exercise (and not merely
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the grant) of the power of attorney granted pursuant to Section 28(h) of the U.S. Sale Order or
Section 14(h) of the Canadian Approval and Vesting Order (the “License Power of Attorney”).
The Purchaser shall have the right to undertake, conduct and control, through
counsel of its own choosing and at its own expense, the defense of any Section 10.1 Third Party
Claim, and the Seller Indemnitees shall reasonably cooperate with the Purchaser in such defense at
the expense of the Purchaser. Promptly (and in any event within thirty (30) days) after any Seller
Indemnitee actually learns of any Section 10.1 Third Party Claim that is reasonably likely to give
rise to indemnification under this Section 10.1 (a “Section 10.1 Indemnification Claim”), such
Seller Indemnitee shall deliver to the Purchaser a notice executed by such Seller Indemnitee
setting forth in reasonable detail the matter giving rise to the Section 10.1 Indemnification Claim
hereunder, including, if available, a reasonable estimate of the anticipated Damages (such notice, a
“Section 10.1 Notice of Claim”). The Primary Seller Parties may, at their option, participate in
the defense of such Section 10.1 Third Party Claim (including through the employment of that
choice of counsel, who shall be reasonably satisfactory to the Purchaser, it being understood that
the Primary Seller Parties shall be responsible for the payment of the fees, charges and
disbursements of such counsel) provided, that (i) such participation shall not limit the Purchaser’s
control of such Section 10.1 Third Party Claim and (ii) the Primary Seller Parties and their counsel
shall reasonably cooperate with the Purchaser and its counsel in connection with such Section 10.1
Third Party Claim.
No delay on the part of any Seller Indemnitee in giving a Section 10.1 Notice of
Claim shall limit or reduce such Person’s right to indemnity hereunder, or relieve the Purchaser
from any of its obligations under this Section 10.1, unless (and then only to the extent that) the
Purchaser is actually prejudiced thereby (including with respect to the Purchaser’s ability to fully
undertake, conduct and control the defense of the Section 10.1 Third Party Claim or as a result of a
material increase in the liability which the Purchaser would otherwise have under this Section
10.1).
The Seller Indemnitees shall not compromise or settle any Section 10.1 Third Party
Claim without the consent of the Purchaser (which consent shall not be unreasonably withheld,
delayed or conditioned).
SECTION 10.2.
Section 1.69. Remedies. No failure to exercise, and no delay
in exercising, any right, remedy, power or privilege under this Agreement by any Party will
operate as a waiver of such right, remedy, power or privilege, nor will any single or partial exercise
of any right, remedy, power or privilege under this Agreement preclude any other or further
exercise of such right, remedy, power or privilege or the exercise of any other right, remedy, power
or privilege.
SECTION 10.3.
Section 1.70. No Third Party Beneficiaries. Except for any
acknowledgments, rights, undertakings, covenants, indemnities, representations or warranties
expressed to be for the benefit of the Joint Administrators, the French Liquidator, the Purchaser
Indemnitees and the Seller Indemnitees, this Agreement is for the sole benefit of the Parties and
their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon
any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or
by reason of this Agreement.

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SECTION 10.4.
Section 1.71. Consent to Amendments; Waivers. No Party
shall be deemed to have waived any provision of this Agreement or any of the other Transaction
Documents unless such waiver is in writing, and then such waiver shall be limited to the
circumstances set forth in such written waiver. This Agreement shall not be amended, altered or
qualified except by an instrument in writing signed by all the parties hereto or thereto, as the case
may be, at their sole discretion.
SECTION 10.5.
Section 1.72. Successors and Assigns. Except as otherwise
expressly provided in this Agreement, all representations, warranties, Annex I statements,
covenants and agreements set forth in this Agreement by or on behalf of the Parties will be binding
upon and inure to the benefit of such Parties and their respective successors and permitted assigns.
Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by
any Party without the prior written consent of the Primary Seller Parties in case of an assignment
by the Purchaser or the Purchaser in case of an assignment by any Seller, which consent may be
withheld in such Party’s sole discretion, except for the following assignments which shall not
require consent: (i) assignment to an Affiliate of a Party (provided that the assigning Party remains
liable jointly and severally with its assignee Affiliate for the assigned obligations to the other
Parties), (ii) assignment by a U.S. Debtor to a succeeding entity upon consummation of a plan of
reorganization with respect to such U.S. Debtor pursuant to Chapter 11 of the U.S. Bankruptcy
Code and (iii) assignment by any of the Canadian Debtors to a succeeding entity pursuant to any
plan of arrangement approved by the Canadian Court. The Parent may not assign any of its
obligations under Section 10.24 without the prior written consent of the Primary Seller Parties and
any attempted assignment by the Parent without such consent shall be void ab initio and of no
force or legal effect.
The provisions of this Agreement shall survive for the benefit of the Joint
Administrators, the French Liquidator, their firm, partners, employees, agents, advisers and
representatives notwithstanding the discharge of the Joint Administrators as joint administrators of
the EMEA Sellers, or the French Liquidator as liquidator of NNSA and shall be in addition to, and
not in substitution for, any other right, indemnity or relief otherwise available to each of them.
SECTION 10.6.
Waiver of Jury Trial.

Section 1.73. Governing Law; Submission to Jurisdiction;

Subject to Section 10.6(b) and Section 10.6(f), any questions, claims, disputes,
remedies or Actions arising from or related to this Agreement or the transactions contemplated
hereby, and any relief or remedies sought by any Parties, shall be governed exclusively by the
Laws of the State of New York applicable to contracts made and to be performed in that State and
without regard to the rules of conflict of laws of the State of New York or any other jurisdiction.
To the fullest extent permitted by applicable Law, and except for those matters
specifically required to be determined by the Accounting Arbitrator pursuant to the terms hereof,
each Party:
agrees that any claim, action, proceeding by such Party seeking any relief
whatsoever arising out of, or in connection with, this Agreement, or the
transactions contemplated hereby shall be brought only in (A) the U.S. Bankruptcy

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Court, if brought prior to the entry of a final decree closing the Chapter 11 Cases, or
the Canadian Court, if brought prior to the termination of the CCAA Cases,
provided that if (X) a final decree closing the Chapter 11 Cases has not been entered
and (Y) the CCAA Cases have not terminated, the U.S. Debtors, the Canadian
Debtors or the Purchaser may, in accordance with the Cross-Border Protocol, move
the U.S. Bankruptcy Court and the Canadian Court to hold a joint hearing of the
U.S. Bankruptcy Court and the Canadian Court to determine the appropriate
jurisdiction for such claim, action or proceeding, or (B) in the Federal Courts in the
Southern District of New York or the State Courts of the State of New York,
County of New York (collectively, the “New York Courts”), if brought after entry
of a final decree closing the Chapter 11 Cases and termination of the CCAA Cases
(the courts specified in clauses (A) and (B) collectively, the “Designated Courts”),
and shall not be brought in each case, in any other court in the United States of
America, Canada or any court in any other country;
agrees to submit to the jurisdiction of the Designated Courts for purposes of
all legal proceedings arising out of, or in connection with, this Agreement or the
transactions contemplated hereby;
waives and agrees not to assert any objection that it may now or hereafter
have to the laying of the venue of such action brought in any Designated Court or
any claim that any such action brought in any Designated Court has been brought in
an inconvenient forum;
agrees that the mailing of process or other papers in connection with any
such action or proceeding in the manner provided in Section 10.7 or any other
manner as may be permitted by Law shall be valid and sufficient service thereof;
and
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.
The Purchaser hereby appoints (i) GoogleEricsson Canada Corporation, Inc. as its
authorized agent (the “Purchaser Authorized Canadian Agent” upon whom process and any
other documents may be served in the CCAA Cases and any Action arising out of, or in connection
with, this Agreement or the transactions contemplated hereby, which may be instituted in the
Canadian Court by any other party hereto, and (ii) Google UK LimitedTelefonaktiebolaget L M
Ericsson (publ) as its authorized agent (the “Purchaser Authorized EMEA Agent” and together
with the Purchaser Authorized Canadian Agent, the “Purchaser Authorized Agents”) upon
whom process may be served in the EMEA Cases (including the French Case) and any Action
arising out of, or in connection with, this Agreement or the transactions contemplated hereby,
which may be instituted in the English Court or French Court by any other party hereto, which
appointment in each case shall be irrevocable. The Purchaser further agrees to take any and all
action, including the filing of any and all documents and instruments, which may be necessary to
continue such appointments in full force and effect as aforesaid. Service of process upon the
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such service to the Purchaser shall be deemed, in every respect, effective service of process upon
the Purchaser in relation to such jurisdiction.
Each Seller hereby appoints (i) NNI as its authorized agent (the “Seller
Authorized U.S. Agent”) upon whom process and any other documents may be served in the
Chapter 11 Cases and any Action arising out of, or in connection with, this Agreement or the
transactions contemplated hereby, which may be instituted in the U.S. Bankruptcy Court or in the
NY Courts by any other party hereto, (ii) Ogilvy RenaultNorton Rose OR LLP as its authorized
agent (the “Seller Authorized Canadian Agent”) upon whom process and any other documents
may be served in the CCAA Cases and any Action arising out of, or in connection with, this
Agreement or the transactions contemplated hereby, which may be instituted in the Canadian
Court by any other party hereto, which appointment in each case shall be irrevocable, and (iii)
NNUK as its authorized agent (the “Seller Authorized EMEA Agent” and together with the
Seller Authorized U.S. Agent and the Seller Authorized Canadian Agent, the “Seller Authorized
Agents”) upon whom process may be served in the EMEA Cases (including the French Case) and
any Action arising out of, or in connection with, this Agreement or the transactions contemplated
hereby, which may be instituted in the English Court or French Court by any other party hereto,
which appointment in each case shall be irrevocable. Each such Seller further agrees to take any
and all action, including the filing of any and all documents and instruments, which may be
necessary to continue such appointment in full force and effect as aforesaid. Service of process
upon the applicable Seller Authorized Agent in respect of the relevant jurisdiction and written
notice of such service to the Primary Seller Parties shall be deemed, in every respect, effective
service of process upon every such Seller.
EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY OR THEREBY. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.6.
Notwithstanding Section 10.6(a) and (b), the Parties, the Joint Administrators and
the French Liquidator agree that:
any questions, claims, disputes, remedies or Actions arising under Section
10.18 in respect of the EMEA Sellers or the Joint Administrators and any questions,
claims, disputes, remedies or Actions arising from or related to (A) the agency of
the Joint Administrators, (B) the personal liability of the Joint Administrators, their
firm, partners, employees, advisors, representatives and agents, (C) their
qualification to act as insolvency practitioners in accordance with Part XIII of the
Insolvency Act or (D) their appointment as joint administrators of the EMEA
Sellers and their status as such, to the extent separable from other claims made

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hereunder, shall be governed by English law and be subject to the exclusive
jurisdiction of the English courts; and
any questions, claims, disputes, remedies or Actions arising under Section
10.20 and any questions, claims, disputes, remedies or Actions arising from or
related to (A) the agency of the French Liquidator, (B) the personal liability of the
French Liquidator, (C) his appointment as liquidator of NNSA or the appointment
of the French Office Holders of NNSA and their status as such, shall be governed
by French law and be subject to the exclusive jurisdiction of the Versailles courts
(France).
SECTION 10.7.
Section 1.74. Notices. All demands, notices,
communications and reports provided for in this Agreement shall be in writing and shall be either
sent by facsimile transmission with confirmation to the number specified below or personally
delivered or sent by reputable overnight courier service (delivery charges prepaid) to any Party at
the address specified below, or at such address, to the attention of such other Person, and with such
other copy, as the recipient Party has specified by prior written notice to the sending Party pursuant
to the provisions of this Section 10.7.
If to the Parent or the Purchaser, to:
Ranger Inc.
c/o Google Inc.
1600 Amphitheatre Parkway
Mountain View, California 94043
Attention: Legal – Patents
Facsimile: [phone]
and
Ranger Inc.
c/o Google Inc.
1600 Amphitheatre Parkway
Mountain View, California 94043
Attention: Legal – M&A
Facsimile No.: [phone]
Rockstar Bidco, LP
c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Marilyn Sobel
Facsimile: [phone]
With copies (that shall not constitute notice) to:

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Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Weil, Gotshal & Manges LLP
201 Redwood Shores Parkway
Redwood Shores, California 94065
United States
Attention: Philip Mindlin
Adam O. Emmerich
Attention: Kyle C. Krpata
Facsimile: [phone]
and
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
United States
Attention: Ronit J. Berkovich
Facsimile: [phone]
and
Benjamin M. Roth
Facsimile:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Marilyn Sobel
Facsimile: [phone]-3900
If to the NA Sellers or the Other Sellers, to:
Nortel Networks Corporation
5945 Airport Road
Suite 360
Mississauga, Ontario, Canada L4V 1R9
Attention: Anna Ventresca
General Counsel-Corporate, Corporate Secretary and
Chief Compliance Officer
Facsimile: [phone]
and
Nortel Networks Limited
5945 Airport Road
Suite 360

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Mississauga, Ontario, Canada L4V 1R9
Attention: Anna Ventresca
General Counsel-Corporate, Corporate Secretary and
Chief Compliance Officer
Facsimile: [phone]
and
Nortel Networks Inc.
Legal Department
4001 E. Chapel Hill – Nelson Hwy.
Research Triangle Park, North Carolina 27709
United States
Attention: Timothy Ross
Secretary and Vice President
Facsimile: [phone]
With copies (that shall not constitute notice) to:
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
United States
Attention: Paul J. Shim
James L. Bromley
Lisa M. Schweitzer
Facsimile: [phone]
andOgilvy Renault
and
Norton Rose OR LLP
200 Bay Street
Suite 3800, P.O. Box 84
Royal Bank Plaza, South Tower
Toronto, Ontario M5J 2Z4
Canada
Attention: Michael Lang
Facsimile: [phone]
If to the EMEA Sellers, to:
Alan Bloom / Christopher Hill / Stephen Harris
Ernst & Young LLP
1 More London Place
London

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SE1 2AF
United Kingdom
Facsimile: [phone]
With copies (that shall not constitute notice) to:
Alex Kay
Herbert Smith LLP
Exchange House
Primrose Street
London
EC2A 2HS
United Kingdom
Facsimile: [phone]
If to the Joint Administrators, to:
Alan Bloom / Christopher Hill / Stephen Harris
Ernst & Young LLP
1 More London Place
London
SE1 2AF
United Kingdom
Facsimile: [phone]
With copies (that shall not constitute notice) to:
Alex Kay
Herbert Smith LLP
Exchange House
Primrose Street
London
EC2A 2HS
United Kingdom
Facsimile: [phone]
and
Avner Ben-Gera
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
United States
Facsimile: [phone]

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If to NNSA or the French Liquidator, to:
Attention: Cosme Rogeau
26 avenue Hoche
78000 Versailles
France
Facsimile: [phone]
With a copy (that shall not constitute notice) to:
Foucaud, Tchekhoff, Pochet & Associés
Attention: Antoine Tchekhoff & Edouard Fabre
1bis, avenue Foch
75116 Paris
France
Facsimile: [phone]
Any such demand, notice, communication or report shall be deemed to have been given pursuant
to this Agreement when delivered personally, when confirmed if by facsimile transmission, or on
the day after deposit with a reputable overnight courier service, as applicable.
SECTION 10.8.

Section 1.75. Exhibits; Sellers Disclosure Schedule.

The Sellers Disclosure Schedule, the Exhibits attached hereto and Annex I
constitute a part of this Agreement and are incorporated into this Agreement for all purposes as if
fully set forth herein.
Disclosure in any section of the Sellers Disclosure Schedule of any facts or
circumstances shall be deemed to be adequate response and disclosure of such facts or
circumstances in any other section of the Sellers Disclosure Schedule as though fully set forth in
such other section, if it is reasonably apparent from the Sellers Disclosure Schedule that such
disclosure is applicable. The inclusion of any information in any section of the Sellers Disclosure
Schedule shall not be construed as indicating that such matter is necessarily required to be
disclosed in order for any representation, warranty or statement to be true and correct. The Sellers
Disclosure Schedule is qualified in its entirety by reference to this Agreement and is not intended
to constitute, and shall not be construed as constituting, representations or warranties by any
Nortel Party except to the extent expressly set forth therein. The inclusion of any information in
any section of the Sellers Disclosure Schedule or other document delivered by the Sellers, the Joint
Administrators or the French Liquidator pursuant to this Agreement shall not be deemed to be an
admission or evidence of the materiality of such item, nor shall it establish a standard of
materiality for any purpose whatsoever.
SECTION 10.9.
Section 1.76. Counterparts. The Parties may execute this
Agreement in two or more counterparts (no one of which need contain the signatures of all Parties),
each of which will be an original and all of which together will constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Agreement by

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facsimile or electronic mail shall be as effective as delivery of a manually executed counterpart of
a signature page to this Agreement.
SECTION 10.10.
Section 1.77. No Presumption. The Parties agree that this
Agreement was negotiated fairly between them at arm’s length and that the final terms of this
Agreement are the product of the Parties’ negotiations. Each Party represents and warrants that it
has sought and received experienced legal counsel of its own choosing with regard to the contents
of this Agreement and the rights and obligations affected hereby. The Parties agree that this
Agreement shall be deemed to have been jointly and equally drafted by them, and that the
provisions of this Agreement therefore should not be construed against a Party on the grounds that
such Party drafted or was more responsible for drafting the provisions.
SECTION 10.11.
Section 1.78. Severability. If any provision, clause or part of
this Agreement, or the application thereof under certain circumstances, is held invalid, illegal or
incapable of being enforced in any jurisdiction, (i) as to such jurisdiction, the remainder of this
Agreement or the application of such provision, clause or part under other circumstances, and (ii)
as for any other jurisdiction, all provisions of this Agreement, shall not be affected and shall
remain in full force and effect, unless, in each case, such invalidity, illegality or unenforceability in
such jurisdiction materially impairs the ability of the Parties to consummate the transactions
contemplated by this Agreement. Without limiting Section 5.6(f), upon such determination that
any clause or other provision is invalid, illegal or incapable of being enforced in such jurisdiction,
the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent
of the Parties as closely as possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the greatest extent possible
even in such jurisdiction.
SECTION 10.12.
Section 1.79. No Set-off, Deduction or Counterclaim.
Subject to Section 2.2.2, every payment payable by any Party under this Agreement or under any
of the other Transaction Documents shall be made in full without any set-off or counterclaim
howsoever arising and shall be free and clear of, and without deduction of, or withholding for, any
amount which is due and payable to such Party by any other Party whether under this Agreement
or under any of the other Transaction Documents or otherwise.
SECTION 10.13.
Section 1.80. Headings. The headings used in this
Agreement are for the purpose of reference only and shall not affect the meaning or interpretation
of any provision of this Agreement.
SECTION 10.14.
Section 1.81. Entire Agreement. This Agreement (including
the Sellers Disclosure Schedule and all Exhibits attached hereto), the Non-Disclosure Agreement,
the Supplementary Non-Disclosure Agreement and the Transaction Documents together set forth
the entire understanding of the Parties relating to the subject matter thereof, and all prior or other
contemporaneous understandings, agreements, representations and warranties, whether written or
oral, are superseded by this Agreement, the Non-Disclosure Agreement, the Supplementary
Non-Disclosure Agreement and the Transaction Documents, and all such prior or other
contemporaneous understandings, agreements, representations and warranties are hereby
terminated. In the event of any irreconcilable conflict between this Agreement and the
Non-Disclosure Agreement or the Supplementary Non-Disclosure Agreement, the provisions of
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this Agreement shall prevail. Furthermore, the Parties each hereby acknowledge that this
Agreement embodies the justifiable expectations of sophisticated parties derived from
arm’s-length negotiations; all Parties specifically acknowledge that no Party has any special
relationship with another Party that would justify any expectation beyond that of an ordinary buyer
and an ordinary seller in an arm’s-length transaction.
SECTION 10.15.
Section 1.82. Availability of Equitable Relief; Limitations
on Damages; Sole and Exclusive Remedy.
The Parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached. Accordingly, subject to the limitations set forth in this Section 10.15, each of
the Parties shall be entitled to equitable relief to prevent or remedy breaches of this Agreement
(other than with respect to breaches of Section 5.9(c)), without the proof of actual damages,
including in the form of an injunction or injunctions or orders for specific performance in respect
of such breaches. Each Party agrees, to the extent that such Party is subject to any equitable
remedy, to waive any requirement for the security or posting of any bond in connection with any
such equitable remedy. Each Party further agrees that the only permitted objection that it may
raise in response to any action for equitable relief is that it contests the existence of a breach or
threatened breach of the provisions of this Agreement or that equitable relief is not available
pursuant to the express terms of this Section 10.15. Without limiting the preceding provisions of
this Section 10.15, it is acknowledged and agreed that (i) in the event of a material breach by the
Sellers, the Purchaser shall be entitled to equitable relief to compel specific performance by the
Sellers of all of the transactions contemplated by the U.S. Bidding Procedures Order, the Canadian
Sales Process Order, this Agreement (other than Section 5.9(c) hereof) and any other Transaction
Documents, in each case subject to the provisions of such document, including to conduct the
Auction as contemplated by the U.S. Bidding Procedures Order and to effect the sale of the Assets
to the Purchaser as contemplated by Article II, and (ii) under no circumstances shall any Person be
liable for punitive damages arising out of, or in connection with, this Agreement or the
transactions contemplated hereby or any breach or alleged breach of any of the terms hereof or any
other Transaction Document. Except for the indemnification rights of Purchaser Indemnitees
expressly set forth in Article IX and Seller Indemnitees expressly set forth in Section 10.1, nothing
set forth in this Agreement shall confer or give, or shall be construed to confer or give, to any
Person (including any Person acting in a representative capacity) other than the Parties any rights
or remedies against any Person.
Notwithstanding anything to the contrary contained in any Transaction Document
but except in the case of actual fraud by any Seller and without prejudice to the Purchaser
Indemnitees’ right to indemnification pursuant to Article IX from and after Closing, in no event
shall any of the Nortel Parties be subject to any damage, remedy or relief in respect of any Liability
to the Purchaser or any other Purchaser Indemnitee in connection with, or relating to, or arising
under this Agreement, any other Transaction Document or the transactions contemplated hereby or
thereby, either prior to or after the Closing, and regardless of whether any such claim arises in
contract (including, for the avoidance of doubt, with respect to clause (ii) below, payment of the
Expense Reimbursement and/or the Break-Up Fee), tort, breach of warranty or any other legal or
equitable theory, in each case other than: (i) equitable relief granted pursuant to and in accordance

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with Section 10.15(a); and (ii) prior to the Closing, for monetary damages in an aggregate amount
not to exceed Twenty-Nine Million Dollars ($29,000,000).
The provisions of this Section 10.15 and the limitations on remedies provided
hereunder were specifically bargained for between the Purchaser and the Sellers and were taken
into account by the Purchaser and the Sellers in arriving at the Purchase Price. The Sellers have
expressly relied on the provisions of this Section 10.15, and the limitations on remedies provided
hereunder in agreeing to the Purchase Price and in agreeing to provide the specific representations,
warranties, statements and covenants set forth herein.
SECTION 10.16.
Section 1.83. Bulk Sales Laws. Subject to the entry of the
U.S. Sale Order and the Canadian Approval and Vesting Order, each Party waives compliance by
the other Party with any applicable bulk sales Law.
SECTION 10.17.

Section 1.84. NA Sellers as Representatives of Other

Sellers.
For all purposes of this Agreement, each Other Seller hereby irrevocably appoints
NNI as its representative.
Pursuant to Section 10.17(a), NNI shall expressly have the power to, in the name
and on behalf of each Other Seller, (i) take all decisions and carry out any actions required or
desirable in connection with this Agreement, (ii) send and receive all notices and other
communications required or permitted hereby, and (iii) consent to any amendment, waivers and
modifications hereof.
SECTION 10.18.
Section 1.85. Obligations of Sellers and EMEA Sellers.
When references are made in this Agreement to certain Sellers causing other Sellers or other
Affiliate(s) to undertake (or to not undertake) certain actions, or agreements are being made on
behalf of certain other Sellers or other Affiliates, “Sellers” for purposes of such clause shall be
deemed to mean, respectively, NNI (in the case of a U.S. Debtor) and NNL (in the case of a
Canadian Debtor other than NNC and a Non-Debtor Seller). Notwithstanding anything to the
contrary herein, the obligations of each EMEA Seller hereunder shall be several and not joint.
Effective as of the date hereof, the parties are fully bound by the terms of this Agreement; provided,
however, that, except with respect to Section 5.26, none of the Sellers, the Joint Administrators or
the French Liquidator shall have any obligations or incur any liabilities under this Agreement
unless and until (i) the U.S. Bankruptcy Court enters the U.S. Bidding Procedures Order and (ii)
the Canadian Court enters the Canadian Sales Process Order. For the avoidance of doubt, (x) no
Seller shall assume any responsibility or liability for any obligations relating to any assets and/or
liabilities that are not owned by it, and each Seller’s liability to the Purchaser in relation to any
matter contained in this Agreement shall be limited to the assets and/or liabilities of the relevant
Seller and (y) the intent of the Parties and the EMEA Sellers is that the obligations and any
liabilities of the EMEA Sellers, the Joint Administrators and the French Liquidator under this
Agreement will arise concurrently with the obligations and liabilities of the Sellers under this
Agreement.

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SECTION 10.19.
and Acknowledgement.

Section 1.86. Exclusion of Liability of Joint Administrators

Notwithstanding that this Agreement shall have been signed by the Joint
Administrators both in their capacities as 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, or any Liability whatsoever, under or in connection with this Agreement
shall fall on the Joint Administrators, or their firms, partners, employees, agents, advisers or
representatives whether such Liability would arise under paragraph 99(4) of schedule B1 to the
Insolvency Act or otherwise.
The Parties agree that the Joint Administrators have negotiated and are entering
into this Agreement as agents for the EMEA Sellers to which they are appointed, that none of the
Joint Administrators, their firm, partners, employees, advisers, representatives or agents shall
incur any personal liability whatsoever whether on their own part or in respect of any failure on the
part of any other party to observe, perform or comply with any of its obligations under this
Agreement, or under or in relation to any associated arrangements or negotiations.
The Joint Administrators are parties to this Agreement: (i) as agents of each of the
respective EMEA Sellers of which they are administrators; and (ii) in their own capacities solely
for (1) taking the benefit of the statutory charges under Paragraph 99(3) of Schedule B1 of the
Insolvency Act, or otherwise, (2) obtaining the benefit of any provisions of this Agreement
expressed to be conferred on them, (3) enforcing the obligations of the other Parties to this
Agreement and (4) for the purpose of receiving the benefit of this Section 10.19.
The Parties agree that any breach of this Agreement by the Joint Administrators
shall be deemed to be a breach by them in their capacities as administrators of the relevant EMEA
Sellers, and, in such a case, each party hereto shall have the right to make claims and assert its
rights hereunder, against the relevant EMEA Sellers and their respective successors and assigns.
SECTION 10.20.
Section 1.87. Exclusion of Liability of French Liquidator
and Acknowledgments. Notwithstanding that this Agreement shall have been signed by the
French Liquidator both in his capacity as liquidator of NNSA for and on behalf of NNSA and in his
personal capacity, it is hereby expressly agreed and declared that no personal Liability, or any
Liability whatsoever, under or in connection with this Agreement shall fall on the French
Liquidator or his firms, partners, employees, agents, advisers or representatives whether such
Liability would arise under the FCC or otherwise.
SECTION 10.21.
agents of EMEA Sellers.

Section 1.88. Joint Administrators and French Liquidator as

For all purposes of this Agreement, the Joint Administrators and the French
Liquidator act without personal liability as agents of the EMEA Sellers.
The Joint Administrators shall expressly have the power to, in the name and on
behalf of each EMEA Seller as its agent: (i) take all decisions and carry out any actions required or
desirable in connection with this Agreement; (ii) send and receive all notices and other

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communications required or permitted hereby; and (iii) consent to any amendment, waivers and
modifications hereof.
Subject to entry of the French Court Order, theThe French Liquidator shall
expressly have the power to, in the name and on behalf of NNSA as its agent: (i) take all decisions
and carry out any actions required or desirable in connection with this Agreement; (ii) send and
receive all notices and other communications required or permitted hereby; and (iii) consent to any
amendment, waivers and modifications hereof.
SECTION 10.22.

Section 1.89. Limitations.

Under this Agreement, except for any documents, the forms of which have been
agreed by the Joint Administrators and the French Liquidator as at the date of this Agreement,
none of the EMEA Sellers, the Joint Administrators or the French Liquidator shall be required to
enter into or execute any document unless such document contains exclusions of liability in favour
of the Joint Administrators or the French Liquidator (as applicable), to an extent consistent with, or
more favourable than, the exclusions of liability provided in favour of the Joint Administrators or
the French Liquidator (as applicable) in this Agreement. For the avoidance of doubt, neither the
Joint Administrators nor the French Liquidator shall be required to enter into or execute any
document in their personal capacities or as administrators of the EMEA Sellers or mandataire
liquidateur of NNSA respectively, to the extent that such document would cause the Joint
Administrators and/or the French Liquidator to incur any personal liability.
The obligations or undertakings of the EMEA SellersJoint Administrators and the
French Liquidator under this Agreement are subject to their duties to act at all relevant times in the
best interests of the creditors of the EMEA Sellers (in respect of the Joint Administrators) and, in
relation to the French Liquidator, NNSA. Accordingly, nothing in this Agreement shall operate to
derogate from, restrict, or prevent the Joint Administrators and French Liquidator from complying
with their statutory duties or legal obligations in relation to the exercise of their powers, duties or
functions as, in the case of the Joint Administrators, administrators of the EMEA Sellers or, in the
case of the French Liquidator, as mandataire liquidateur of NNSA, under the Insolvency Act, FCC
or any other applicable legislation or statutory instrument as they see fit, (acting in good faith)
and/or preclude the Joint Administrators from terminating the administration of the EMEA Sellers
pursuant to the Administration Orders (and/or the French Liquidator from terminating his
appointment as mandataire liquidateur of NNSA) should the Joint Administrators (and/or the
French Liquidator, in relation to NNSA) be required to do so to discharge their statutory duties or
legal obligations, provided that, notwithstanding the foregoing, any failure to comply with the
terms of this Agreement by any EMEA Seller will be a breach of this Agreement by the relevant
EMEA Seller, and the Purchaser shall not be restricted from claiming against the relevant EMEA
Seller and receiving any remedy, or exercising any right, other than a claim against the Joint
Administrators or the French Liquidator in their respective personal capacities, to which it is
otherwise entitled pursuant to the terms of this Agreement, for any breach of this Agreement
notwithstanding that the Joint Administrators or the French Liquidator (as applicable) are
complying with such statutory duties or legal obligations in accordance with this Section 10.22.
SECTION 10.23.
Section 1.90. Limitations on Post-Closing Obligations.
Notwithstanding any other provisions in this Agreement, all outstanding obligations of each

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EMEA Seller under this Agreement (except under Section 5.11 (Confidentiality), and Article 6
(Tax Matters)) shall cease on and from the date six (6) months following the Closing Date without
prejudice to (i) any accrued obligations of the EMEA Sellers, (ii) any accrued rights of the
Purchaser, or (iii) any accrued Liabilities in relation to any obligations to have been carried out by
the EMEA Sellers, in each of (i), (ii) or (iii), prior to or on such date.
Section 1.91.

Parent Guarantee.

(a)
The Parent, as primary obligor and not merely as surety, hereby absolutely,
unconditionally and irrevocably guarantees the full and timely payment and performance of all
Liabilities (including indemnities, fees and Liabilities in respect of equitable relief) of the
Purchaser incurred under, arising out of or in connection with this Agreement and the other
Transaction Documents, as from time to time amended, modified or supplemented in accordance
with their terms (such Liabilities, the “Guaranteed Obligations”). This is a guarantee of payment
and performance, and not of collectibility. The obligations of the Parent under this Section 10.24
are absolute and unconditional in respect of satisfying the Guaranteed Obligations and shall be
enforceable against the Parent to the same extent as if the Parent were the primary obligor (and not
merely a surety) under this Agreement and the other Transaction Documents.
(b)
The Parent hereby waives as to itself promptness, diligence, notice of the
acceptance of this guarantee and of the Guaranteed Obligations, presentment, demand for payment,
notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations
incurred, all defenses which may be available by virtue of any valuation, stay, moratorium Law or
other similar Law now or hereafter in effect, and all suretyship defenses (it being understood that
nothing in this sentence shall be deemed a waiver by the Parent of the obligation of any other Party
to deliver notice pursuant to the terms of this Agreement). The Parent agrees that the Guaranteed
Obligations shall not be discharged except by complete performance or payment of the amounts
payable under this Agreement, as applicable, and that the obligations of the Parent hereunder shall
not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay
on the part of the Sellers to assert any claim or demand or to enforce any right or remedy against
the Purchaser; (ii) any change in the time, place or manner of payment of any of the Guaranteed
Obligations or any waiver, compromise, consolidation or other amendment or modification of any
of the terms or provisions of this Agreement made in accordance with the terms thereof or any
agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed
Obligations; (iii) any change in the corporate existence, structure or ownership of the Parent,
Purchaser or any other Person interested in the transactions contemplated by this Agreement; or (iv)
the adequacy of any other means the Sellers may have of obtaining payment related to any of the
Guaranteed Obligations. If at any time payment under the Agreement is rescinded or must be
otherwise restored or returned by the Sellers upon the insolvency, bankruptcy or reorganization of
the Purchaser or the Parent or otherwise, the Parent’s obligations hereunder with respect to such
payment shall be reinstated upon such restoration or return being made by the Sellers, all as though
such payment had not been made. The Parent acknowledges that it will receive substantial direct
and indirect benefits from the transactions contemplated by this Agreement.
(c)
The Parent hereby expressly acknowledges and agrees to be bound by the
following provisions of this Agreement: Article III (Representations and Warranties of the Parent
and the Purchaser), Section 10.2 (Remedies),Section 10.4 (Consent to Amendments; Waivers), the

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first paragraph of Section 10.5 (Successors and Assigns), Section 10.6(a) through (e) (Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial), Section 10.7 (Notices), Section 10.9
(Counterparts), Section 10.10 (No Presumption), Section 10.11 (Severability), Section 10.12 (No
Set-off, Deduction or Counterclaim), Section 10.13 (Headings) and Section 10.14 (Entire
Agreement), Section 10.18 (Obligations of Sellers and EMEA Sellers), Section 10.19 (Exclusion
of Liability of Joint Administrators and Acknowledgement), Section 10.20 (Exclusion of Liability
of French Liquidator and Acknowledgments), Section 10.21 (Joint Administrators and French
Liquidator as Agents of EMEA Sellers), Section 10.22 (Limitations), Section 10.23 (Limitations
on Post-Closing Obligations), and this Section 10.24 (Parent Guarantee).
[Remainder of this page intentionally left blank. Signature pages follow.]

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IN WITNESS WHEREOF, the parties have duly executed this Asset Sale
Agreement as of the date first written above.
NORTEL NETWORKS CORPORATION
By:
Name:
Title: George A. Riedel
Title: Chief Strategy Officer and President,
Business Units
By:
Name:
Title: John M. Doolittle
Title: Senior Vice President, Corporate
Services and Chief Financial Officer
NORTEL NETWORKS LIMITED
By:
Name:
Title: George A. Riedel
Title: Chief Strategy Officer and President,
Business Units
By:
Name:
Title: John M. Doolittle
Title: Senior Vice President, Corporate
Services and Chief Financial Officer
NORTEL NETWORKS INC.
By:
Name: John Ray
Title: Principal Officer

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NN APPLICATIONS MANAGEMENT
SOLUTIONS INC.
By:
Name: John Ray
Title: Principal Officer
NORTEL ALTSYSTEMS, INC.
By:
Name:
Title:
CORETEK, INC.
By:
Name:
Title:
QTERA CORPORATION
By:
Name:
Title:
XROS, INC.
By:
Name:
Title:

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SIGNED for and on behalf of Nortel Networks UK Limited (in administration) by
Christopher Hill as Joint Administrator (acting as agent and without personal liability)
in the presence of:

)
)
)
)

……………………………………………..
Christopher Hill

Witness signature
....................................................................
Name: Wilma Graham
Address: Ernst & Young LLP, 1 More London Place, SE1 2AF

NEWYORK:2412508.1

)
)
)

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SIGNED for and on behalf of Nortel Networks (Ireland) Limited (in administration) by David Hughes as Joint Administrator (acting as agent and without personal
liability) in the presence of:

)
)
)
)

………………………………………….….
David Hughes

Witness signature
....................................................................
Name:
Address:

NEWYORK:2412508.1

)
)
)

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SIGNED for and on behalf of Nortel Networks S.A. (in administration and liquidation judiciaire) by Christopher Hill as Joint
Administrator (acting as agent and without
personal liability) in the presence of:

)
)
)
)

…………….……………………………….
Christopher Hill

Witness signature
....................................................................
Name: Wilma Graham
Address: Ernst & Young LLP, 1 More London Place, SE1 2AF

NEWYORK:2412508.1

)
)
)

Asset Sale Agreement Signature Page

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SIGNED for and on behalf of Nortel Networks France S.A.S. (in administration) by
Kerry Trigg acting as authorised representative of Christopher Hill as Joint Administrator (acting as agent and without personal
liability) in the presence of:

)
)
)
)

…………….…………………………….
Kerry Trigg

Witness signature
....................................................................
Name:
Address:

NEWYORK:2412508.1

)
)
)

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SIGNED for and on behalf of Nortel
GmbH (in administration) by Christopher
Hill as Joint Administrator (acting as agent
and without personal liability) in the presence of:

)
)
)
)

…………………………….……………….
Christopher Hill

Witness signature
....................................................................
Name: Wilma Graham
Address: Ernst & Young LLP, 1 More London Place, SE1 2AF

NEWYORK:2412508.1

)
)
)

Asset Sale Agreement Signature Page

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SIGNED by Alan Bloom

)
)
in his own capacity and on behalf of the Joint )
Administrators without personal liability and
solely for the purpose of obtaining the benefit
of the provisions of this Agreement expressed
to be conferred on or given to the Joint Administrators in the presence of:

……………………………………….
Alan Bloom

Witness signature
....................................................................
Name:
Address:

NEWYORK:2412508.1

)
)
)

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Signed by MAÎTRE COSME ROGEAU,
acting in the capacity of Mandataire
Liquidateur of NORTEL NETWORKS S.A.
(IN ADMINISTRATION AND
LIQUIDATION JUDICIARE), without
personal liability and solely for the purpose of
obtaining the benefit of the provisions of this
Agreement expressed to be conferred on or
given to the French Liquidator:
By
Name: Maître Cosme Rogeau
Title: Mandataire Liquidateur
In the presence of:
Witness signature
Name:
Address:

SIGNED for and on behalf of NORTEL
NETWORKS S.A. (IN
ADMINISTRATION AND
LIQUIDATION JUDICIARE)
by MAÎTRE COSME ROGEAU as
Mandataire Liquidateur (acting as agent
and without personal liability) in the
presence of:
Witness signature

)
)
)
)
)
)
)
)

………………………………….
MAÎTRE COSME ROGEAU

Name:
Address:

NEWYORK:2412508.1

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RANGER INC.

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ROCKSTAR BIDCO, LP
By: Rockstar Bidco GP, LLC, its General Partner

By:

_____
Name:
Title:
Solely for the purpose of Section 10.24
and the other Sections referenced in
Section 10.24(c):
GOOGLE INC.
By:

_____
Name:
Title:

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ANNEX I – STATEMENTSStatements
Except (i) as set forth in the applicable sections of the Sellers Disclosure Schedule
or (ii) to the extent solely relating to the Excluded Assets or the Excluded Liabilities:
(a)
To the Knowledge of the Sellers, an accurate, true and complete list of all
Patents owned in whole or in part by the Sellers (including Jointly Owned Patents and Specified
UK Patents) is set forth in Section A.I(a) of the Sellers Disclosure Schedule. Such list includes, for
each patent and patent application, the patent number or application serial number and the
jurisdiction, and for each U.S. patent and patent application that is not a Specified UK Patent, the
name of the Person holding such patent or patent application and the filing date and issue date, if
applicable. With respect to Jointly Owned Patents, the list identifies the co-owner(s) of each U.S.
patent and, to the extent the Sellers have or are able to obtain copies of the applicable agreements,
the agreements under which any Seller and the co-owner(s) share ownership of the patent.
(b)
None of the Listed Patents, the Listed Jointly Owned Patents, the Specified
Listed UK Patents or the Listed Inventions, and, to the Knowledge of the Sellers, none of the other
Transferred Patents, Jointly Owned Patents or Specified UK Patents, is subject to any Liens other
than Permitted Encumbrances, and no Seller has granted any exclusive license to any Third Party
with respect to any Listed Patent, Listed Jointly Owned Patent, Specified Listed UK Patent or
Listed Invention or, to the Knowledge of the Sellers, any other Transferred Patent, Jointly Owned
Patent or Specified UK Patent, which exclusive license is in force as of the date hereof.
(c)
With respect to the Specified Listed UK Patents, the Listed Jointly Owned
Patents and the Listed Patents, and, to the Knowledge of the Sellers, with respect to the other
Specified UK Patents, Jointly Owned Patents and Transferred Patents, the Sellers own all right,
title, and interest in and to each such Patent (other than the rights of co-owners of Jointly Owned
Patents in and to the Jointly Owned Patents); and subject to the Cross-License Agreements, the
Outbound License Agreements and the Commercial Licenses, such right, title, and interest are
sufficient for the Sellers to independently bring suit against a Third Party to enforce the Listed
Patents, the Specified Listed UK Patents, and, to the Knowledge of the Sellers, the other Specified
UK Patents and Transferred Patents.
(d)
To the Knowledge of the Sellers, Section A.I(d) of the Sellers Disclosure
Schedule sets forth an accurate, true and complete list of all Contracts between the Sellers or their
Affiliates, on the one hand, and any other Person, on the other hand, under which the Sellers or
their Affiliates both (i) grant a license under any Transferred Patent, Jointly Owned Patent or
Specified UK Patent and (ii) receive from the counter-party a license under Patents owned by (or
licensed to) such counter-party (but other than inbound or outbound license agreements where the
only grant back from the licensee is under improvements on the licensed Intellectual Property)
(collectively, the “Cross-License Agreements”), and the Sellers have furnished a correct and
complete copy of each such Contract in its final and effective form to the Purchaser prior to the
date hereof, except to the extent disclosure of the terms or existence of a Cross License Agreement
is prohibited, in which case it has been omitted from Section A.I(d) of the Sellers Disclosure
Schedule, but the number of such Cross License Agreements that have been omitted is set forth in
Section A.I(d) of the Sellers Disclosure Schedule.

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(e)
To the Knowledge of the Sellers, Section A.I(e) of the Sellers Disclosure
Schedule sets forth an accurate, true and complete list of all Contracts (other than Cross-License
Agreements and Commercial Licenses) under which the Sellers or their Affiliates grant a license
(including a grant back or any other express license made by any of the Sellers (as licensors) to
improvements or any other license rights) to a Transferred Patent, Jointly Owned Patent or
Specified UK Patent (whether alone or with any Software or Trade Secrets) (collectively, the
“Outbound License Agreements”), indicating for each such Outbound License Agreement the
title and the parties thereto, and the Sellers have furnished a correct and complete copy of each
such Contract in its final and effective form to the Purchaser prior to the date hereof.
(f)
To the Knowledge of the Sellers, (i) Section A.I(f) of the Sellers Disclosure
Schedule sets forth (A) an accurate, true and complete list of each transition services agreement,
master purchase agreements and development and support agreements that the Sellers entered into
with the purchasers of its various business units after the Petition Date in connection with their
divestitures and (B) with respect to the transition services agreements, the original scheduled
termination date thereof (which, as of the date hereof, has not been extended by more than 90 days),
and (ii) the scope of the licenses granted under the Transferred Patents, Jointly Owned Patents and
Specified UK Patents pursuant to such transition services agreements, master purchase agreements
and development and support agreements is not broader than the scope of such licenses contained
in the form licenses provided to the Purchaser prior to the date hereof in the Data Room as
document numbers 2.5.3.187 2.5.3.193, 2.5.3.194 and 2.5.3.195; it being understood that work
orders under certain of such agreements have been issued pursuant to such agreements, but are not
listed. To the Knowledge of the Sellers, the license rights, if any, granted by the Sellers under the
Transferred Patents, Jointly Owned Patents and Specified UK Patents pursuant to each such
transition services agreement during the term of such transition services agreement shall expire
upon the termination of such transition services agreement (except for (A) rights to use and make
certain Software applications and tools relating to the businesses being divested, to the extent that
such Software applications and tools were delivered by the Sellers or their Affiliates and (B)
internal use of Intellectual Property created by Sellers or their Affiliates prior to the expiration of
such transition services agreement in support of or during the course of performing the services, to
the extent such Intellectual Property has been delivered, including by integration into the divested
business.
(g)
To the Knowledge of the Sellers, there is no Action pending asserting
invalidity, misuse or unenforceability of any of the Jointly Owned Patents, Transferred Patents or
Specified UK Patents or challenging the Sellers’ right to use, right to transfer, or ownership of any
of the Jointly Owned Patents, Transferred Patents or Specified UK Patents.
(h)
To the Knowledge of the Sellers, each of the registrations and applications
for the Jointly Owned Patents, Transferred Patents or Specified UK Patents included in the Assets
is currently in good standing and subsisting. The foregoing will not be construed as a warranty that
any patent will issue based on a patent application.
(i)
To the Knowledge of the Sellers, Section A.I(i) of the Sellers Disclosure
Schedule sets forth an accurate, true and complete list of all Actions (including opposition,
interferences and cancellation petitions and like proceedings) against any Seller, except for the

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Bankruptcy Proceedings, pending before any Government Entity or threatened in writing that
involves the Jointly Owned Patents, Transferred Patents or Specified UK Patents.
(j)
To the Knowledge of the Sellers, there are no prior or preferential rights,
rights of first refusal, rights of first offer or other similar rights of any party (other than the
Purchaser) to purchase or otherwise acquire any of the Assets.
(k)
To the Knowledge of the Sellers: every Patent solely owned by the Sellers
or their Affiliates, except for the Excluded Patents, is included among the Listed Patents or the
Specified Listed UK Patents; every Patent jointly owned by one or more of the Sellers and their
Affiliates, on the one hand, and one or more Third Parties, on the other hand, except for the
Excluded Patents, is included among the Listed Jointly Owned Patents; and every invention
disclosure owned by the Sellers or their Affiliates and under consideration for the filing of a patent
application is included among the Listed Inventions.
(l)
No Person listed in Section A.I(l) of the Sellers Disclosure Schedule has
been granted any license (other than a Commercial License) under the Jointly Owned Patents,
Transferred Patents or Specified UK Patents by the Sellers, which license is in force as of the date
hereof, it being understood that such Persons may have rights or licenses solely with respect to
products or services sold or provided by the Sellers or Sellers’ Affiliates.
(m)
To the Knowledge of the Sellers, Section A.I(m) of the Sellers Disclosure
Schedule sets forth an accurate, true and complete list of all Contracts (other than Cross-License
Agreements and Outbound License Agreements listed in Sections A.I(d) or A.I(e) of the Sellers
Disclosure Schedule, respectively) under which the Sellers or their Affiliates have joint ownership
in the Jointly Owned Patents (collectively, the “Joint Ownership Agreements”), indicating each
Jointly Owned Patent and the title and the parties to each such agreement, and the Sellers have
furnished a correct and complete copy of each such Contract in its final and effective form to the
Purchaser prior to the date hereof.
(n)
To the Knowledge of the Sellers, no Affiliate of the Sellers that is not itself
a Seller owns any Patents, invention disclosures or Patent Related Documentation.
(o)
To the Knowledge of the Sellers, (i)(x) all promises, declarations and
commitments granted, made or committed in writing by the Sellers to standard-setting bodies or
industry groups (other than those contained in membership agreements, by-laws or policies of
standard-setting bodies or industry groups and described in clause (y) below or, without limiting
clause (y) below, in Section A.I(b) of the Sellers Disclosure Schedule) and that may concern the
Transferred Patents or Specified UK Patents, together with the title and number of the standard and
the Patents to which such promises, declarations or commitments refer (in each case, to the extent
identified in the respective promise, declaration or commitment), are listed in Section A.I(o)(i)(x)
of the Sellers Disclosure Schedule, and (y) all membership agreements, by-laws or policies of
standard-setting bodies or industry groups in which Sellers were participants and which contained
commitments that may concern the Transferred Patents or Specified UK Patents granted in writing
by the Sellers and which bind Sellers to bind the Purchaser thereto, are listed in Section A.I(o)(i)(y)
of the Sellers Disclosure Schedule; and (ii) except as set forth on Schedule A.I(o)(ii) of the Sellers

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Disclosure Schedule, none of the declarations, promises and commitments referred to in clause (i)
above require royalty-free licensing of any of the Transferred Patents.
(p)
The patents, patent applications and provisional patent application listed in
Section 1.1(c) of the Sellers Disclosure Schedule are solely those sold after the Petition Date to
purchasers in connection with sales of divisions of Sellers and are not included in the Sellers’
Patents.
(q)
There exist no Permitted Encumbrances of the type described in clause (i)
of the definition of “Permitted Encumbrances” on any of the Assets.
(r)
To the Knowledge of the Sellers, there exist no Licensed Residual Patents
(other than invention disclosures that (x) relate to a patent application filed anywhere in the world
or (y) are dated thirty (30) months or more before the date hereof) or Undisclosed Patent Interests.
(s)
To the Knowledge of the Sellers, the aggregate amount of all unpaid past,
present and future income and royalties payable to the Sellers under (i) the Transferred Licenses
and (ii) any licenses granted under the Transferred Patents, Jointly Owned Patents or Specified UK
Patents does not exceed $10 million.
(t)
The portions of the Ericsson Licenses and any other agreement between any
Seller, on one hand, and Ericsson on the other hand, which were redacted in the copy of such
agreements provided in the Data Room, do not provide for: (i) the assignment to any Person of any
ownership or exclusive rights (including any option to acquire ownership or exclusive rights) to
any Transferred Patents, Specified UK Patents or Jointly Owned Patents, (ii) the grant of any
sublicense or other license rights under the Transferred Patents, Specified UK Patents or Jointly
Owned Patents, (iii) the Sellers to have any rights to receive an ownership or exclusive interest in
any Patents transferred by any Sellers to Ericsson or (iv) any rights for any Person in any
improvements to any Transferred Patents, Specified UK Patents or Jointly Owned Patents made by
any Seller or any purchaser of Transferred Patents, Specified UK Patents or Jointly Owned
Patents.
(u)
The Sellers have disclosed to Purchaser all agreements, contracts, notices
and correspondence to, from or with Ericsson that relate in any way to the Transferred Patents,
Jointly Owned Patents or Specified UK Patents, other than agreements, contracts, notices and
correspondence relating to a potential stalking horse transaction for the Transferred Patents,
Jointly Owned Patents and Specified UK Patents, as a whole.
(v)
To the Knowledge of the Sellers, there exist no disputes between any Seller,
on the one hand, and Ericsson, on the other hand, concerning the Transferred Patents, Jointly
Owned Patents or Specified UK Patents or the scope of any licenses granted to the Transferred
Patents, Jointly Owned Patents or Specified UK Patents.
(w)
There are no Collective Labor Agreements in effect or labor organizing
efforts outstanding or threatened with respect to any Employee of any of the Sellers.
(x)

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No Employee of any of the Sellers works in Quebec, Canada.

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(y)

[Reserved]

(z)
To the Knowledge of the Sellers, there is no ongoing and will be no future
manufacture, development, sale, supply or other distribution, or servicing of Nortel Products or
other products under the Transferred Patents or Specified UK Patents by, for or on behalf of
Sellers or an Affiliate of any Seller, other than to the extent such activities would be permitted after
the Closing Date pursuant to the terms of the Closing Date License Agreement or Section 5.13(b)
of this Agreement.

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APPENDIX “D”
[CONFIDENTIAL]

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APPENDIX “E”
[CONFIDENTIAL]

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APPENDIX “F”
[CONFIDENTIAL]

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APPENDIX “G”
[ATTACHED]

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APPENDIX “H”
[ATTACHED]

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EXECUTION VERSION
COMMERCIAL LICENSES ACKNOWLEDGMENT
This acknowledgment dated as of June 30, 2011 (the "Acknowledgment") is provided by
Rockstar Bidco, LP (the "Purchaser") to:
(i)

Nortel Networks Corporation, a corporation organized under the laws of Canada
("NNC");

(ii)

Nortel Networks Limited, a corporation organized under the laws of Canada
("NNL");

(iii)

Nortel Networks Inc., a corporation organized under the laws of Delaware ("NNI");

(iv)

the entities listed in Exhibit A hereto (the "EMEA Sellers") which, in the case of
Nortel Networks UK Limited (in administration) ("NNUK"), Nortel Networks France
S.A.S. (in administration) and Nortel GmbH (in administration) are acting by Alan
Robert Bloom, Stephen John Harris, Alan Michael Hudson and Christopher John
Wilkinson Hill of Ernst & Young LLP (the "UK Joint Administrators") and in the
case of Nortel Networks (Ireland) Limited (in administration) is acting by David
Hughes of Ernst & Young Chartered Accountants and Alan Robert Bloom (the "Irish
Joint Administrators") (the UK Joint Administrators and the Irish Joint
Administrators being collectively, the "Joint Administrators"), and in the case of
Nortel Networks S.A. (in administration and liquidationjudiciaire)("NNSA") is
acting by the UK Joint Administrators and Maitre Cosine Rogeau, 26 avenue Hoche,
78000 VERSAILLES appointed as mandataireliquidateur by the French Court (as
defined below) (the "French Liquidator"), the Joint Administrators act as agents of
the EMBA Sellers without any personal liability and the French Liquidator acts as
agent of NNSA without any personal liability;

(v)

the entities listed in Exhibit B hereto;

(vi)

the French Liquidator; and

(vii)

the Joint Administrators.

The parties referred to in (i) through (v) are referred to collectively as the "Sellers".
The parties referred to in (i) through (vii) are referred to collectively as the "Selling Parties".
WITNES SETH
WHEREAS the Selling Parties have entered into an asset sale agreement dated as of June
30, 2011, among the Selling Parties and the Purchaser (as the same may be further amended,
restated, amended and restated or modified, the "Sale Agreement") pursuant to which the
Sellers are selling the Assets (as defined in the Sale Agreement) to the Purchaser. The sale of the
Assets shall be referred to herein as the "Transaction".

Dod#: US] :7018421v1

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WHEREAS under the Sale Agreement, the Assets are sold subject to, inter alia,
Commercial Licenses (as such term is defined in the Sale Agreement) entered into prior to the
date of the Sale Agreement.
WHEREAS the Selling Parties wish to clarify with the Purchaser the Selling Parties'
characterization of certain agreements between the Sellers, or any of them, and certain third
parties as Commercial Licenses.
NOW, THEREFORE, The Purchaser acknowledges as follows:
1.

Capitalized terms used but not otherwise defined herein shall have the meanings set forth
in the Sale Agreement.

2.

All agreements listed in Schedule "A" hereto, as well as all amendments and supplements
thereto (whether or not listed in Schedule "A") and all agreements that are substantially
similar to those listed in Schedule "A" (and with licensing terms that are substantially
similar to or no more broad than the licensing terms in the agreements listed in Schedule
"A") and that are between any of the Sellers and the counterparties to the agreements
listed in Schedule "A" and their respective affiliates, as well as all amendments and
supplements thereto (collectively, the "Subject Agreements") shall be deemed to
constitute Commercial Licenses.

3.

Notwithstanding any provision to the contrary in the Sale Agreement, the Purchaser shall
purchase the Assets subject to any licenses granted under the Subject Agreements, if any,
and shall have no entitlement to indemnification or other remedy from any of the Sellers,
including in respect of Damages suffered, or that may be suffered, as a result of the
existence of any licenses granted under the Subject Agreements.

4.

The Purchaser acknowledges that the list of Subject Agreements attached hereto as
Schedule "A" is not, and is not intended to be, an exhaustive list of all Commercial
Licenses to which the Assets are subject. For greater certainty, the Purchaser shall
purchase the Assets subject to the Commercial Licenses entered into prior to the date of
the Sale Agreement and thereafter in accordance with the terms of the Sale Agreement,
whether or not such licenses have been identified on Schedule "A" hereto or elsewhere.

5.

Listing of a particular Subject Agreement on Schedule "A" hereto is not intended by the
Parties to be, and shall not be, an acknowledgment or evidence that any such agreement
remains in force as of the date of execution of this Acknowledgment or that any such
agreement provides any license rights whatsoever to any third party.

6.

Listing of a particular Subject Agreement on Schedule "A" hereto is not intended by the
Parties to be, and shall not be, an acknowledgment or evidence that any particular Seller
or its affiliates that is party to such Subject Agreement has any rights in any particular
Asset that is the subject of the Transaction.

Doc#: US] -7018421vl

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7.

This Acknowledgment shall be binding upon the Purchaser and its successors and
permitted assigns.

8.

No failure to exercise, and no delay in exercising, any right, remedy, power or privilege
under this Acknowledgment by any Selling Party will operate as a waiver of such right,
remedy, power or privilege, nor will any single or partial exercise of any right, remedy,
power or privilege under this Acknowledgment preclude any other or further exercise of
any right, remedy, power or privilege. No Selling Party will be deemed to have waived
any acknowledgment provided herein unless such waiver is in writing, and then such
waiver shall be limited to the circumstances set forth in such written waiver.
ROCKSTAR BIDCO, LP
by: Rockstar Bidco GP, LLC, its general
partner
By:

-W/

Name: K,.cIA PA4mo~A'

Title: \i',ct-r'6A,j.

Doc#: US 1:701842 1v I

-

-

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EXECUTION VERSION
EXHIBIT A
Nortel
Nortel
Nortel
Nortel
Nortel

-

EMEA Sellers

Networks UK Limited (in administration)
Networks S.A. (in administration and liquidationjudiciaire)
Networks (Ireland) Limited (in administration)
Networks France S.A.S. (in administration)
GmbH (in administration)

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EXHIBIT B

-

Other Sellers

NN Applications Management Solutions Inc.
Nortel Altsystems, Inc. (previously "Alteon Networks, Inc.")
CoreTek, Inc.
Qtera Corporation
Xros, Inc.

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SCHEDULE "A"
SUBJECT AGREEMENTS
COUNTERPARTY
International Business
Machines Corporation
International Business
Machines Corporation

NORTEL PARTY
ICL PLC
Northern Telecom Limited

Verizon Services Corp. et al.

Nortel Networks Inc.

Alitel Communications Inc.

Nortel Networks Inc.

Verizon Services Corp.

Nortel Networks Inc.

Verizon Services Corp.

Nortel Networks Inc.

Verizon Services Corp.

Nortel Networks Inc.

WorldCom Purchasing, L.L.C.

Nortel Networks Inc.
____ ______

____

___

Verizon Corporate Services
Group Inc.

Nortel Networks Inc.

Verizon Network Integration
Corporation

___

Nortel Networks Inc.

____

___

___ ___1,2003 ___

Verizon Corporate Services
Group, Inc.

20, 1998

Nortel NGADM Agreement
MA-003 136-2008 dated
November 10, 2008, as
amended by Amendments 118
Global Business Partner
Agreement, effective January

____

Nortel Networks Inc.
____
___ ___ ___

Dock US] 7018421v1

AGREEMENT TITLE
Agreement, dated January 1,
1982 (L821428)
Agreement, dated July 1,
1979, and Amending
Agreement No. 1, dated April
28, 1983 (L791262)
General Purchase Agreement
No. 7 10-30912-2006, Articles
I, 11, 111 and V, effective as of
January 1, 2007
Master Purchase Agreement
with Attachments A-L,
Appendices and Exhibits
Contract No. 26857, dated
July 17, 2006
General Product Purchase
Agreement for Softswitch and
TDM Products and Services
Contract No. C0404520,
effective as of August 5, 2004
Succession Products and
Services Deployment
Agreement C0404529
Policy Decision Manager
Products and Services
Deployment Agreement MA000797-2007
Global Master Procurement
Agreement, dated November

___

___

Managed Service Provider
Agreement, effective July 8,
___

2008

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COUNTERPARTY
Bell Atlantic Network
Integration, Inc.

MCI WorldComn Australia Pty
Limited

Broadcomn Corporation

____

NORTEL PARTY
Bay Networks USA, Inc.

AGREEMENT TITLE
Verizon (Bell Atlantic) NonExclusive Integrator
Agreement effective May 1,
1997
Nortel Networks Australia Pty Managed Services Agreement
Limited
with Nortel Networks
Australia executed September
26, 2002
Nortel Networks Inc.
Nortel Networks Agreement
No. 020896, dated March 22,
200 1, as amended by (i) the
Amendment No. I with
effective date of January 17,
2002, Nortel Networks
Amended Agreement No.
021263, (ii) the Amendment
No. 2 with effective date of
March 15, 2002, Nortel
Networks Amended
Agreement No. 021319, and
(iii) Amendment No. 3 with
effective date of March 22,
2001, Nortel Networks
Amended Agreement No.

____ ____ ___021274 ___

Broadcomn Corporation

____

Nortel Networks Inc.

______________________November

SBC Operations, Inc.

Doc# USI.7018421v1

Northern Telecom Inc.

Power Ranger FTAPMUX,
FSWIP and FFAD ASIC
Design and Development
Agreement dated as of
2, 2001

AT & T - Nortel General
Agreement No. 980332, dated
April 30, 1999, between SBC
Operations, Inc. n/k/a AT&T
Services, Inc. and Northern
Telecom Inc. n/k/a Nortel
Networks, Inc. (as amended
by Amendment No 1 dated
May 5, 2008, and
supplemented by a
Supplemental Agreement
dated March 3, 2009 and
January 1, 2010).

Case 2:13-cv-00894-JRG Document 41-2 Filed 03/25/14 Page 293 of 323 PageID #: 530

COUNTERPARTY
AT&T Services Inc.

NORTEL PARTY
Nortel Networks, Inc.

AT&T Corp.

Nortel Networks Inc.

Bellsouth Corporation

Nortel Networks Inc.

______________________March

____

____ ____ ___2008.

___

AGREEMENT TITLE
Nortel Switching Module No.
03031410, dated as of
December 19, 2003
General Purchase Agreement
No. GPAO IID, dated as of
March 5, 1998, as amended by
Amendment No. 2 effective
November 29, 1999 and
Amendment 12 dated as of
4, 2009

Global Supply and Services
Contact No. RI 1796A, dated
as of October 1, 1999, as
supplemented by
Supplemental Agreement
effective as of June 25, 2001,
and Supplemental Agreement
effective as of April 16, 2006,
as amended by Amendment
No. 1 executed on April 4,

____

BellSouth Long Distance, Inc.

Nortel Networks Inc.

Purchase/License Agreement
No. 100097, dated as of
November 1, 1997

AT&T Services, Inc.

Nortel Networks Inc.

Multi-Commitment and
Purchase Agreement No.
20080912.028.C, effective
November 15, 2008, as
amended by amendment No. 1
executed August 21, 2009.

SBC Services, Inc.

Nortel Networks Inc.

Unified Networks
Distributorship Agreement,
Version 4.02 No. 000 17864,
dated as of January 1, 2001 as
supplemented by
Supplemental Agreement No.
20070622.898.C executed on
July 11, 2007, Supplemental
Agreement No.
20070705.007.C executed on
July 11, 2007, Supplemental
Agreement No.
20070828.022.C executed

_____________________

0

DocdtJS1 7 1R42101

_____________________

September 5, 2007;

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COUNTERPARTY
AT&T Services Inc.

NORTEL PARTY
Nortel Networks Inc.

Cingular Wireless LLC

Nortel Networks Inc.

AGREEMENT TITLE
Subordinate Agreement No.
000 17864. S. 006 to Agreement
No. 17864 between AT&T
Services, Inc. and Nortel
Networks, Inc. dated
December 18, 2008
Master Sales Agreement, No.
20070723.01 3C, dated
November 1, 2001
As supplemented by:
Supplement A: GSM
Requirements; Equipment and
Services Supplement No. cing
6770.S.00 1; and Supplement
F: UMTS Requirements

Cingular Wireless LLC

Nortel Networks Inc.

Cingular Wireless LLC

Nortel Networks Inc.

Cingular Wireless LLC

Nortel Networks Inc.

Cingular Wireless LLC

Nortel Networks, Inc.

AT&T Mobility LLC f/k/a
Cingular Wireless LLC

Nortel Networks Inc

Cingular Wireless LLC

Nortel Networks Inc.

Doc#: USI 7018421v1

As amended by: Amendment
3 to Supplement A: GSM
Requirements; Amendment 9
to Supplement A: GSM
Requirements; and
Amendment 12; Amendment
1 to Equipment and Services
Supplement No. cing
6770.S.001
Letter Agreement dated April
23, 2002, and related
Memorandum of Agreement e3 BSC
Letter Agreement, dated April
20, 2006.
Letter Agreement, dated
December 18, 2006
Letter Agreement, dated
September 19, 2007
Letter Agreement, dated
December 30, 2008
Information Exchange
Agreement dated November 6,
2006

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COUNTERPARTY
AT&T Mobility LLC

NORTEL PARTY
Nortel Networks Inc.

AGREEMENT TITLE
Information Exchange
Agreement, No.
20070912.049.C, dated

Openet Telecom, Incorporated

7, 2007

_____________________September

BellSouth Communications
Systems, LLC d/b/a AT&T
Communications Systems
Southeast, LLC

Nortel Networks Inc.

Nortel Facilities Management
Agreement, No.
20091008.015.C. dated June
2, 2006, as amended by
Amendment No. 3 dated
December 2, 2009

AT&T Mobility LLC f/k/a
Cingular Wireless LLC

Nortel Networks Inc.

Southwestern Bell Telephone
Company

Northern Telecom Inc.

Letter Agreement regarding
ESSP Cap Solutions, No.
200900107, effective as of
January 1, 2009,
General Agreement No.
C0228M0, effective January

___ ___
___

___
___

___
___

___

___

___

___

___

___

___

1, 1985

AT&T Services, Inc.

Nortel Networks, Inc.

AT&T -Nortel Switching
Module Agreement, No.
20081204.042.C, dated as of
September 11, 2009, as
amended by Amendment No
20081 204.042.A.000 1 and
supplemented by
Supplemental Agreement
20081204.042.S.001, as
amended by Amendment No.
1 thereto.

AT&T Services, Inc.

Nortel Networks Inc.

Non-Disclosure - Reciprocal,
No. 20090410.042.C, dated
April 28, 2009

AT&T Corp

Nortel Networks, Inc.

DMS-250 Switching Level
Agreement No. LLJ276D,
dated as of December 2 1,

____
___

____

BellSouth
Telecommunications Inc.

Dloc# USI:701842]vl

___

___1998, ____

Nortel Networks Inc.

Supplemental Agreement No.
7 for DMS 10 & 100 Products
and Services, dated as of April
14, 2006

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COIJNTERPARTY
SBC Global Services, Inc.

NORTEL PARTY
Nortel Networks Inc.

AGREEMENT TITLE
Nortel Services Agreement
No. 021255/SBC Contract
90055200 dated June 1, 2002,
as amended by Amendments I
through 4.

AT&T Services, Inc.

Nortel Networks, Inc.

Non-Disclosure - Reciprocal,
No. 20071102.018.C, dated as
of November 12, 2007

Insight Communications
Company LP

Nortel Networks Inc.

3 -Way Non-Disclosure
Agreement, No.
20080922.052.C, dated as of
September 23, 2008
Reciprocal Non-Disclosure
Agreement, No.
200805 14.015.C, dated as of

AT&T Services, Inc.
AT&T Services Inc.

Nortel Networks Inc.

19, 2008

_____________________May

AT&T Services, Inc.

Nortel Networks Inc.

Non-Disclosure - Reciprocal
No. 20070307.004.C effective
as of March 7, 2007

BellSouth
Telecommunications, Inc.

Nortel Networks Inc.

Trial Agreement, No.
SLKOO4l, dated as of July 7,
2006

Southwestern Bell Telephone
Co.

Northern Telecom, Inc.

Network ACD RT-1000
Agreement, No. CSL0348,
dated as of October 7, 1992

Southwestern Bell
Technologies Resources, Inc.

Northern Telecom, Inc.

Technology Lab Agreement,
No. 94K007, dated as of June
16, 1994

AT&T Services, Inc.

Nortel Networks Inc.

Notification Letter, No.
200709 19.019.C, dated as of
November 8, 2007

AT&T Services, Inc.

Nortel Networks Inc

OME6000 Product Family
Supplemental Agreement No.
20080605.036.C dated August
31, 2009

Cingular Wireless LLC

Nortel Networks Inc.

Interactive Voice Response
(IVR) Professional Services
Agreement effective January
1,2005

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COUNTERPARTY
AT&T Corp.

NORTEL PARTY
Nortel Networks Inc.

______________________Agreement

AGREEMENT TITLE
AT&T/Nortel Networks
Reseller Agreement, Nortel
No. 24777

AT&T Services, Inc.

Nortel Networks Inc.

AT&T Services, Inc.

Nortel Networks Inc

SBC Services, Inc.

Nortel Networks Inc.

Work Statement, No.
04034025, dated April. 1,
2004, as amended by
Amendment No. 2,
Amendment No. 3 and
supplemented by
Supplemental Statement of
Work No. 043402 5.S. 001, as
amended.

SBC Services, Inc.

Nortel Networks Inc.

Agreement for the License of
Incremental Software No.
03 03 1697, dated October 3 1,
2003, as amended by
Amendment No. 1.

Pacific Bell

Northern Telecom Inc.

Nevada Bell
SBC Services, Inc.

Nortel Networks Inc.

Federal Bureau of
Investigation
SBC Services, Inc.

Master Agreement for INA
Software, No. P07 137 dated
June 30, 1995
Cooperative Agreement to
Letter Agreement No. J-FBI99-053, No. 00014322

Nortel Networks Inc.

Doc#: UJS1
7018R42
1vI

Trial Agreement, No.
200612 15.034.C, effective as
of March 27. 2007
Product Evaluation Agreement
#20061215.034.S.004A OM
5000/OME 6500 LNS

Optical Networks
Management Software and
Technical Support Agreement,
No. 5041050, effective
October 1, 2005

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COUNTERPARTY
AT&T Services, Inc.

NORTEL PARTY
Nortel Networks Inc.

AGREEMENT TITLE
Agreement for Purchases of
User Licenses and Technical
Support for Optical Planner
Software, No.

200711 10.001LC effective
June 1, 2008 as amended by
Amendment No.

AT&T Services, Inc

Nortel Networks Inc.

200711 10.A.001
Subordinate MPS 1000
Products and Services
Agreement, No. 04036069, as
amended by Amendment No.
1, Amendment No. 2, and
Amendment 04036069.A.003

Southwestern Bell Telephone
Company

Northern Telecom Inc.

AT&T Corp.

Nortel Networks Inc.

DMS Family Material and
Installation Contract, No.
C41 13F0
LOA Proposal No.
YEPR021 105 to DMS 500
Products Sup., dated
November 14, 2002
LOA 20090828.OME between
AT&T and Nortel, dated
August 1, 2009

AT&T Services, Inc.

Nortel Networks (Ireland)
Limited

Procurement Arrangement for
Supply of IP Telephony,
Contract No. 20080624.025.C

AT&T Services Inc.

Nortel Networks Inc.

AT&T Services Inc.

Nortel Networks Inc.

AT&T Services Inc.

Nortel Networks Inc.

Agreement No. 06046944
dated August 28, 2006
Agreement No. 06046687
dated August 28, 2006 as
amended by Amendment
06046687.A.001 and
Amendment 06046687.A.002
Amendment# 11 to
DWDMICWDM Agreement
#01019547

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COUNTERPARTY
SBC Services, Inc.

NORTEL PARTY
Nortel Networks Inc.

AGREEMENT TITLE
Optical Module Agreement
with Amendment##1 and
Appendix # 1-9, Agreement
No. 03032497 effective
October 1, 2005.

Hewlett Packard

Northern Telecom Limited

License Agreement, made and
entered into on September 14,
1977

Hewlett Packard Company

Northern Telecom Inc.

Operating Agreement, dated
8, 1983.

______________________August

Hewlett-Packard Company
and Hewlett-Packard
Development Company, LP
US WEST Communications,
Inc.
US West Business Resources,
Inc.__

Nortel Networks Inc.

Master Agreement #MA-02006, effective May 5, 2003

Nortel Networks Inc.

Agreement No. GAA0002
made as of October 6, 1983

Clarify Inc

Agreement No. 98051104

_

_

_

_

_

_

_

_

_

_

_

US West Business Resources
Inc.

Northern Telecom, Inc

Procurement Contract No.
RPHCR42292 dated
December 11, 1989

Qwest Communications
Corporation

Northern Telecom Inc.

Procurement Agreement No.
QW971 I1CN

Qwest Communications
Corporation

Northern Telecom Inc.

Procurement Agreement For
Transmission Products No.
QWT9801 S effective May 20,
1998

Qwest Communications
Corporation

Nortel Networks Inc.

Procurement Agreement For
Transmission Products
effective January 1, 1999

Embarq Management
Company

Nortel Networks Inc.

Master Purchase Agreement
for Products, Systems and
Services

Qwest Corporation

Nortel Networks Inc.

Letter Agreement Re: Qwest
Corporation Geomax Program
- Optera Metro 5200 Products

US West Communications,
Inc.

Nortel Networks Inc.

Quest4 11 Agreement effective
October 21, 1999

Qwest Communications
Corporation

Northern Telecom Inc.

Global Services Agreement
QW03-001 922

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COUNTERPARTY
Qwest Business Resources,
Inc.
____
____

______ ___

NORTEL PARTY
Nortel Networks Inc.
___

____

___

___

____

___

AGREEMENT TITLE
Nortel Networks Business
Partner Agreement effective
___

January 1, 2003

Qwest Communications Corp.

Clarify Inc.

Software License and
Maintenance Agreement No.
QWE 121997 effective
December 19, 1997

LCI International
Management Services, Inc.

Northern Telecom Inc.

Design, Engineering, Supply
& Systems Integration
Agreement - Transport

Thomas Swan & Co. Limited

STC PLC

Motorola Solutions, Inc.

3M Company

Verint Systems Inc.

Doc#. USI:7018421v1

Letter Memorializing
Ultrasonic Analyser Licence,
1/28/1998
Nortel Networks Inc.
Supply, Installation and
Services Agreement dated
July 22, 2002
Northern Telecom Inc., among Project Agreement Number
others
98039, dated December 14,
1998.
Nortel Networks Limited
Interface License Agreement
dated January 16, 2003

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APPENDIX “I”
[ATTACHED]

Case 2:13-cv-00894-JRG Document 41-2 Filed 03/25/14 Page 302 of 323 PageID #: 539
Execution Version
IP TRANSACTION SIDE AGREEMENT RE: CERTAIN STRUCTURAL MATTERS
This agreement dated as of June 15, 2011 (the “Agreement”) by and among (i) Nortel Networks
Corporation, a corporation organized under the laws of Canada (“NNC”); (ii) Nortel Networks
Limited, a corporation organized under the laws of Canada (“NNL”); (iii) Nortel Networks Inc.,
a corporation organized under the laws of Delaware (“NNI”); (iv) the entities listed in Exhibit A
hereto (the “EMEA Sellers”), which, in the case of Nortel Networks UK Limited (in
administration) (“NNUK”), Nortel Networks France S.A.S. (in administration) and Nortel
GmbH (in administration) are acting by Alan Robert Bloom, Stephen John Harris, Alan Michael
Hudson and Christopher John Wilkinson Hill of Ernst & Young LLP (the “UK Joint
Administrators”) and in the case of Nortel Networks (Ireland) Limited (in administration) is
acting by David Hughes of Ernst & Young Chartered Accountants and Alan Robert Bloom (the
“Irish Joint Administrators”) (the UK Joint Administrators and the Irish Joint Administrators
being collectively, the “Joint Administrators”), and in the case of Nortel Networks S.A. (in
administration and liquidation judiciaire) (“NNSA”) is acting by the UK Joint Administrators
and Maître Cosme Rogeau, 26 avenue Hoche, 78000 VERSAILLES appointed as mandataire
liquidateur by the French Court (as defined below) (the “French Liquidator”), the Joint
Administrators act as agents of the EMEA Sellers without any personal liability and the French
Liquidator acts as agent of NNSA without any personal liability; (v) the entities listed in Exhibit
B hereto; (vi) the French Liquidator; and (vii) the Joint Administrators.
The parties referred to in (i) through (v) are referred to collectively as the “Nortel Parties”. The
parties referred to in (i) through (vii) are referred to collectively as the “Parties”.
WITNESSETH
WHEREAS the Nortel Parties have entered into a stalking horse agreement for the sale of
the Nortel patent portfolio and certain other assets (the “Assets”) pursuant to an asset sale
agreement dated as of April 4, 2011, among the Parties and Ranger Inc. (“Bidder 1”), as
purchaser, and Google Inc., as parent guarantor (as the same may be further amended, restated,
amended and restated or modified, the “Stalking Horse Agreement”). The sale of the Assets,
whether pursuant to the Stalking Horse Agreement or otherwise (such agreement, including the
Stalking Horse Agreement, the “Sale Agreement”) and whether to Bidder 1 or any other person
(such person, including Bidder 1, a “Purchaser”), shall be referred to herein as the
“Transaction”;
WHEREAS the Parties entered into that certain IP Transaction Side Agreement on April
4, 2011 (the “IP Transaction Side Agreement”); and
WHEREAS the sale of the Assets to Bidder 1 is subject to higher or better offers and an
auction process approved by the U.S. Court and Canadian Court; and
WHEREAS the Parties wish to enter into certain further agreements with respect to the
sale of the Assets and the potential Transaction.

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NOW, THEREFORE, in consideration of the respective covenants made herein,
and of the mutual benefits to be derived hereby (the sufficiency of which are acknowledged), the
Parties hereto agree as follows:
1.

Capitalized terms used but not otherwise defined herein shall have the meanings set forth
below or, if not defined below, the meanings set forth in the Stalking Horse Agreement:

(a)

“Canadian Court” means the Ontario Superior Court of Justice (Commercial
List);

(b)

“Canadian Debtors” means NNC, NNL and their Canadian affiliates that are
subject to proceedings pending before the Canadian Court under the Companies’
Creditors Arrangement Act (Canada);

(c)

“Direct Canadian Payment” means the amount of US$7,500,000 paid to NNL
pursuant to the Rockstar Bid;

(d)

“EMEA Debtors” means each Nortel debtor in respect of which the Joint
Administrators were appointed as administrators on 14 January 2009, including
but not limited to the EMEA Sellers;

(e)

“Interim Sales Protocol” has the meaning ascribed to it in the Interim Funding
and Settlement Agreement entered into by certain of the U.S. Debtors, the
Canadian Debtors, the EMEA Debtors and the Joint Administrators, among
others, on June 9, 2009 (the “IFSA”);

(f)

“Total Proceeds” means the aggregate amounts (A) paid by the Purchaser to the
Sellers under or in respect of the Sale Agreement as Purchase Price, Good Faith
Deposit, damages, and any amount paid by the Purchaser to the Sellers as
compensation or remuneration for a license granted in connection with the
Transaction (a “License Fee”) and (B) paid to the Sellers under any escrow
arrangement pursuant to which a portion of the Purchase Price, License Fee or
Good Faith Deposit has been placed in escrow, including the Indemnification
Escrow Amount, but for greater certainty, subject to the provisions of Paragraph 2
below, shall exclude any amounts not constituting a portion of the Purchase Price
or License Fee paid or payable by the Purchaser to one or more Sellers to
compensate such Seller for costs incurred or to be incurred by such Seller, as
contemplated to be paid directly to such Seller in accordance with the terms of the
Sale Agreement, other Transaction Documents or related agreements, including,
without limitation, the Direct Canadian Payment, if any;

(g)

“U.S. Court” means the United States Bankruptcy Court for the District of
Delaware; and

2

Case 2:13-cv-00894-JRG Document 41-2 Filed 03/25/14 Page 304 of 323 PageID #: 541

(h)

2.

“U.S. Debtors” means NNI and its affiliated debtors subject to the jurisdiction of
the U.S. Court in proceedings pending under Chapter 11 of the U.S. Bankruptcy
Code.

The Parties agree that:
(a)

In the event that the preparation or filing of a Tax Return could reasonably be
expected to require a Partial Allocation 1 or a Seller is preparing any Partial
Allocation with the Purchaser (whether by agreement or submission to the
Accounting Arbitrator), the Seller responsible for filing such Tax Return or
preparing such Partial Allocation shall provide notice to the other Sellers and shall
consider in good faith any comments by the other Sellers with respect to such Tax
Return and any Partial Allocation related thereto, provided, and for the avoidance
of doubt, that the other Sellers shall not have a consent or veto right with respect
to such Tax Returns or Partial Allocations related thereto. It is understood that
neither this Paragraph 2 nor the exercise or failure to exercise of any rights or
privileges provided herein shall, or be deemed to, determine, ratify, adopt, or have
any impact whatsoever on, the allocation of proceeds from the Transaction among
the Sellers.

(b)

In the event that the Purchaser prepares or files a Tax Return that requires an
allocation of the proceeds from the Transaction, such Tax Return and any
information contained therein shall not, and shall not be deemed to, determine,
ratify, adopt or have any impact whatsoever on the allocation of proceeds from
the Transaction among the Sellers.

(c)

If, in connection with the preparation or filing of a Tax Return as described in
subparagraphs (a) and (b) of this Paragraph 2, or in connection with the transfer of
the proceeds from the Transaction on the Closing Date, the Purchaser obtains any
valuation calculation prepared at its request (“Valuation”), such Valuation and
any information contained therein (other than information that may be derived
therefrom that Purchaser publicly discloses, provided that the Purchaser shall not
be considered to have publicly disclosed information solely by virtue of Purchaser
giving notice of such information to the Sellers), shall not, and shall not be
deemed to, determine, ratify, adopt or have any impact whatsoever on the
allocation of proceeds from the Transaction among the Sellers. The Parties agree
that none of them shall request, suggest or otherwise encourage the Purchaser to
make any Valuation or any information derived therefrom publicly available.
Additionally, the Parties agree to oppose and to cooperate in opposing the use of
the Tax Return or the Valuation by any entity before any dispute resolver(s)
appointed pursuant to the Interim Sales Protocol, any court, or such other judicial
or quasijudicial body or similar authority that may determine the allocation or
distribution of the Total Proceeds, in a manner inconsistent with this Agreement.

1

The Parties agree that, for the purposes of this Agreement, “Partial Allocation” refers to an allocation of the
Total Proceeds and not merely the Purchase Price.

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(d)

In the event a Party becomes aware that the Purchaser or a designated purchaser
intends to deduct and withhold an amount from the Transaction proceeds as may
be contemplated by the Sale Agreement (a “Withholding”), such Party shall
forthwith consult with each of NNL, NNI and NNUK with respect to such
Withholding. No Party shall consent to a Withholding by the Purchaser or a
designated purchaser without the prior written consent of NNL, NNI and NNUK.

(e)

If, in connection with the Transaction, the Purchaser provides for separate
consideration to be paid for the intellectual property license being granted to the
Purchaser or its affiliates by one or more of the Sellers including any waivers or
consents granted by the Sellers in relation to such license (the “IP License”), on
the one hand, and the other Assets being transferred to the Purchaser by the
Sellers on the other, or otherwise ascribes or allocates a portion of the Total
Proceeds or a value to such IP License, on the one hand, and to the other Assets
being transferred on the other (any such separate consideration or allocation, a
“License/Patent Designation”), the Parties agree that any such License/Patent
Designation or the structure of both the IP License and any waiver or consent in
relation to the IP License shall not, and shall not be deemed to, determine, ratify,
adopt or have any impact whatsoever on the allocation of proceeds from the
Transaction among the Sellers, and it is the express intent of the Parties that the
allocation of the Total Proceeds shall be effected as if the Transaction had been
structured so that the Total Proceeds were paid in consideration for the sale of the
Assets in a manner similar to that provided in the Stalking Horse Agreement. The
Parties agree that, to the extent that any such License/Patent Designations have
not been made public through the auction process for the Transaction and the
obtaining of the orders of the U.S. Court and the Canadian Court approving the
Transaction, none of them shall request, suggest or otherwise encourage the
Purchaser to make any License/Patent Designation or any information derived
therefrom publicly available. Additionally, the Parties agree to oppose and to
cooperate in opposing the use of the License/Patent Designation or the structure
of both the IP License and any waiver or consents in relation to the IP License by
any entity before any dispute resolver(s) appointed pursuant to the Interim Sales
Protocol, any court, or such other judicial or quasi-judicial body or similar
authority that may determine the allocation or distribution of the Total Proceeds,
in a manner inconsistent with this Agreement.

(f)

The Parties agree that, subject to the IP Transaction Side Agreement, in
accordance with Section 12 of the IFSA, any payment due by the Purchaser (and
any designated purchaser) to the Nortel Parties under the Sale Agreement, or upon
release from escrow, any escrow agreements provided for in the Sale Agreement,
the Transaction Documents or any related agreements, that is included in the
Total Proceeds shall be collected and held in escrow by the Distribution Agent (as
agent for the Sellers).

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(g)

In the event that the Parties accept a bid to enter into a Sale Agreement with
Rockstar Bidco, LP (“Rockstar”) as Purchaser, which provides for a structure
similar to that proposed in Rockstar’s bid submitted on June 13, 2011 (such Sale
Agreement, including Optioned License Fees (as defined in the Rockstar bid of
June 13, 2011) not to exceed US$500,000,000, the “Rockstar Bid”), the Parties
agree that (i) NNL shall receive with respect to any such Rockstar Bid at Closing
the Direct Canadian Payment, (ii) the Canadian Debtors shall have no right to
seek a further allocation of the Total Proceeds based on such tax attributes of the
Canadian Debtors as are or may be used in connection with a Rockstar Bid, and
that (iii) subject to receipt of the Direct Canadian Payment, the use of such tax
attributes shall not, and shall not be deemed to, determine, ratify, adopt or have
any further impact whatsoever on the allocation of proceeds from the Transaction
among the Sellers. The Parties further agree that, at each round of bidding at the
Auction (as defined in the U.S Bidding Procedures Order and the Canadian Sales
Process Order), the amount of the Direct Canadian Payment should be deducted
from the consideration offered by Rockstar in any bid prior to the Sellers
determining whether such bid constitutes the highest or otherwise best offer in
that round of bidding. For the avoidance of doubt, except as provided in the
preceding sentence, each of the Sellers reserves its right at the Auction to
determine whether a bid by Rockstar constitutes a higher or otherwise better offer
for the Assets, and nothing herein shall constitute the acceptance of a Rockstar
Bid or the Agreement by any Seller to the terms of a Rockstar Bid.

3.

The U.S. Debtors and the Canadian Debtors agree they will seek approval of this
Agreement by the U.S. Court and the Canadian Court in connection with the approval of
the Transaction.

4.

The Parties agree that:
(a)

the Joint Administrators have negotiated and are entering into this Agreement as
agents for the EMEA Sellers to which they are appointed and that none of the
Joint Administrators, their firm, partners, employees, advisers, representatives or
agents shall incur any personal liability whatsoever whether on their own part or
in respect of any failure on the part of any other Party to observe, perform or
comply with any of its obligations under this Agreement or under or in relation to
any associated arrangements or negotiations;

(b)

the Joint Administrators are a party to this Agreement: (i) as agents of each of the
respective EMEA Sellers of which they are administrators; and (ii) in their own
capacities solely for (1) taking the benefit of the statutory charges under
Paragraph 99(3) of Schedule B1 of the Insolvency Act, (2) obtaining the benefit
of any provisions of this Agreement expressed to be conferred on them, (3)
enforcing the obligations of the other Parties to this Agreement and (4) subject to
paragraph 4(d) hereof, the purposes of the other Parties hereto enforcing the
obligations of the Joint Administrators hereunder;

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(c)

(d)

any breach of this Agreement by the Joint Administrators shall be deemed to be a
breach by them in their capacities as administrators of the relevant EMEA Sellers,
and, in such a case, each Party hereto shall only have the right to make claims and
assert its rights hereunder, against the relevant EMEA Sellers and their respective
successors and assigns;

(e)

the French Liquidator is entering into this Agreement as agent for NNSA and that
none of the French Liquidator, his firm, partners, employees, advisers,
representatives or agents shall incur any personal liability whatsoever whether on
their own or in respect of any failure on the part of any other Party to observe,
perform or comply with any of its obligations under this Agreement or under or in
relation to any associated arrangements or negotiations; and

(f)

5.

notwithstanding anything in paragraphs 8 and 9 hereof, any claim, action or
proceeding against the Joint Administrators arising from or related to (i) the
personal liability of the Joint Administrators, their firm or partners, employees,
advisers, representatives or agents, (ii) their qualification to act as insolvency
practitioners in accordance with Part XIII of the Insolvency Act, (iii) their
appointment as joint administrators of the relevant EMEA Sellers and their
remaining as current joint administrators thereof under this Agreement, or (iv) the
duties and obligations of the Joint Administrators as administrators of the EMEA
Debtors, shall be governed exclusively by English law and subject to the
exclusive jurisdiction of the English courts;

notwithstanding anything in paragraphs 8 and 9 hereof, any claim, action or
proceeding against the French Liquidator arising from or related to (i) the
personal liability of the French Liquidator, his firm, partners, employees, advisers,
representatives or agents, (ii) his appointment as Liquidateur Judiciaire of NNSA,
or (iii) the duties and obligations of the French Liquidator as Liquidateur
Judiciaire of NNSA, shall be governed exclusively by French law and subject to
the exclusive jurisdiction of the French courts.

No failure to exercise, and no delay in exercising, any right, remedy, power or privilege
under this Agreement by any Party will operate as a waiver of such right, remedy, power
or privilege, nor will any single or partial exercise of any right, remedy, power or
privilege under this Agreement preclude any other or further exercise of such right,
remedy, power or privilege or the exercise of any other right, remedy, power or privilege.
No Party shall be deemed to have waived any provision of this Agreement unless such
waiver is in writing, and then such waiver shall be limited to the circumstances set forth
in such written waiver. Except as expressly set out herein, this Agreement, or any
provision hereof, may be waived or amended on no less than five (5) days’ notice, only
by means of a writing signed by all Parties, and approved, in writing, by the Official
Committee of Unsecured Creditors of the U.S. Debtors (the “Committee”) and Ernst &
Young Inc. in its capacity as the Monitor of the Canadian Debtors (the “Monitor”).

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6.

This Agreement is for the sole benefit of the Parties and their permitted assigns and
nothing herein, express or implied, is intended to or shall confer upon any other person
any legal or equitable right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement, provided, however, that the Committee shall be a third party
beneficiary of this Agreement entitled to take advantage of the benefits of this Agreement
to NNI and the other U.S. Debtors.

7.

Except as otherwise expressly provided in this Agreement, all covenants and agreements
set forth in this Agreement by or on behalf of the Parties will be binding upon and inure
to the benefit of the Parties and their respective successors.

8.

The Parties agree that this Agreement 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 provided, however, that subparagraphs 4(a) through (d)
hereof shall be governed exclusively by English law and subparagraphs 4(e) and (f)
hereof shall be governed exclusively by French law.

9.

To the fullest extent permitted by Law, each Party (i) agrees to submit to the nonexclusive jurisdiction of the U.S. Court and the Canadian Court (in a joint hearing
conducted under the Cross-Border Insolvency Protocol), for purposes of all legal
proceedings to the extent relating to the matters agreed in this Agreement, (ii) agrees that
any claim, action or proceeding by such Party seeking any relief whatsoever to the extent
relating to the matters agreed in this Agreement must be commenced in the U.S. Court if
such claim, action, or proceeding would solely affect NNI or any of the other U.S.
Debtors, the Canadian Court if such claim, action, or proceeding would solely affect
NNL or any of the other Canadian Debtors, or the English Court if such claim, action or
proceeding would solely affect the EMEA Debtors, (iii) waives and agrees not to assert
any objection that it may now or hereafter have to the laying of the venue of any such
claim, action or proceeding brought in such a court or any claim that any such claim,
action or proceeding brought in such a court has been brought in an inconvenient forum,
(iv) agrees that mailing of process or other papers in connection with any such claim,
action or proceeding or any other manner as may be permitted by Law shall be valid and
sufficient service thereof, and (v) agrees that a final judgment in any such claim, 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 Law provided, however, that any claim,
action or proceeding set forth in or on the basis of subparagraphs 4(a) through (d) hereof
shall be brought exclusively in the English courts and any claim, action or proceeding set
forth in or on the basis of subparagraphs 4(e) through (f) hereof shall be brought
exclusively in the French courts.

10.

EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION OR MATTER
CONTEMPLATED HEREBY. EACH PARTY (I) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

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REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS PARAGRAPH 10.
11.

All notices and communications provided for in this Agreement shall be in writing and
shall be either sent by facsimile transmission with confirmation to the number specified
or personally delivered or sent by reputable overnight courier service (delivery charges
prepaid) to any Party at the address specified for such Party in the Stalking Horse
Agreement, or at such address, to the attention of such other person, and with such other
copy, as the recipient Party has specified by prior written notice to the sending Party
pursuant to the provisions of this paragraph 11. Any such demand, notice,
communication or report shall be deemed to have been given pursuant to this Agreement
when delivered personally, when confirmed if by facsimile transmission, or on the
calendar day after deposit with a reputable overnight courier service, as applicable. A
copy of any notice or communication sent pursuant to this paragraph 11 shall also be sent
to the Committee: c/o Akin Gump Strauss Hauer & Feld LLP Attention: Fred S. Hodara
and Stephen B. Kuhn, Esq. One Bryant Park New York, New York 10036, U.S.A
(Facsimile: [phone]) and to the Monitor: Ernst & Young Inc., Ernst & Young
Tower Attn: Murray A. McDonald, 222 Bay Street, P. O. Box 251, Toronto, Ontario,
Canada, M5K 1J7 (Facsimile: [phone]).

12.

The Parties may execute this Agreement in two or more counterparts (no one of which
need contain the signatures of all Parties), each of which will be an original and all of
which together will constitute one and the same instrument. Facsimile and pdf signatures
shall be deemed original signatures.

13.

The obligations of NNC and NNL under this Agreement shall be joint and several. The
obligations of NNI and the other U.S. Debtors party hereto shall be joint and several. The
obligations of the EMEA Sellers under this Agreement shall be joint and several.

14.

If any provision, section, or part of this Agreement, or the application thereof under
certain circumstances, is held invalid, illegal or incapable of being enforced in any
jurisdiction, (i) as to such jurisdiction, the remainder of this Agreement or the application
of such provision, section or part under other circumstances, and (ii) as for any other
jurisdiction, any provision of this Agreement, shall not be affected and shall remain in
full force and effect, unless, in each case, such invalidity, illegality or unenforceability in
such jurisdiction materially impairs the ability of the Parties to consummate the
transactions contemplated by this Agreement. Upon such determination that any section
or other provision is invalid, illegal or incapable of being enforced in such jurisdiction,
the Parties shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally

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contemplated to the greatest extent possible even in such jurisdiction.
15.

Notwithstanding anything contained herein, nothing in this Agreement shall supercede
the IP Transaction Side Agreement, nor act as an amendment or waiver of any of the
rights or obligations thereunder.
[Signature pages immediately follow]

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Execution Version
EXHIBIT A – EMEA Sellers
Nortel Networks UK Limited (in administration)
Nortel Networks S.A. (in administration and liquidation judiciaire)
Nortel Networks (Ireland) Limited (in administration)
Nortel Networks France S.A.S. (in administration)
Nortel GmbH (in administration)

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EXHIBIT B – Other Sellers
NN Applications Management Solutions Inc.
Nortel Altsystems, Inc. (previously “Alteon Networks, Inc.”)
CoreTek, Inc.
Qtera Corporation
Xros, Inc.

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IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c.
C-36, AS AMENDED
AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF NORTEL
NETWORKS CORPORATION et al.

Court File No: 09-CL-7950

ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceeding commenced at Toronto

SEVENTY-FIRST REPORT OF THE MONITOR
DATED JULY 6, 2011

GOODMANS LLP
Barristers & Solicitors
Bay Adelaide Centre
333 Bay Street, Suite 3400
Toronto, ON M5H 2S7
Jay A. Carfagnini (LSUC#: 222936)
Joseph Pasquariello (LSUC# 37389C)
Christopher G. Armstrong (LSUC# 55148B)
Tel: [phone]
Fax: [phone]
Lawyers for the Monitor, Ernst & Young Inc.