Debtors' Motion for an Order _I_

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					                          IN THE UNITED STATES BANKRUPTCY COURT

                                  FOR THE DISTRICT OF DELAWARE

In re:                                                       )        Chapter 11
                                                             )
The SCO GROUP, INC., et al.,1                                )        Case No. 07-11337 (KG)
                                                             )        (Jointly Administered)
                                                             )
                                    Debtors.                 )
                                            Hearing: February 25, 2009 at 11:00 a.m. (prevailing Eastern time)
                                   Objection Deadline: February 18, 2009 at 4:00 p.m. (prevailing Eastern time)

              DEBTORS’ MOTION FOR AN ORDER (I) (A) ESTABLISHING
            SALE AND BID PROCEDURES, (B) APPROVING FORM OF ASSET
           PURCHASE AGREEMENT, AND (C) APPROVING THE FORM AND
           MANNER OF NOTICE OF SALE; AND (II) APPROVING (A) SALE OF
       CERTAIN ASSETS FREE AND CLEAR OF INTERESTS AND (B) ASSUMPTION
       AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

           The above-referenced debtors in possession (collectively, the “Debtors”), by undersigned

counsel, pursuant to 11 U.S.C. §§ 105(a), 363(b), 365, 503 and 507 and Rules 2002(a)(2),

6004(a), (b), (e), (f) and (h), 6004, 6006, 9007 and 9014 of the Federal Rules of Bankruptcy

Procedure, seek the approval of:

           (a)     the sale by auction (the “Sale”) of: (i) some or all of the Debtors’
                   assets relating to its mobility products2 (“Mobility Products”);
                   and (ii) its “OpenServer” business (“OpenServer Business”)
                   (Mobility Products and OpenServer Business being collectively
                   referred to as the “Assets”);

           (b)     the bidding procedures proposed herein (the “Bid Procedures”), to
                   govern the auction and Sale of the Assets, including a potential
                   expense reimbursement and break-up fee if a “stalking horse”
                   bidder is selected;

           (c)     the form of Asset Purchase Agreement (“APA”) to be used in
                   connection with the Sale (if no “stalking horse” bidder is selected) in
                   substantially the form attached hereto as Exhibit A;

1
   The Debtors and the last four digits of each of the Debtors’ federal tax identification numbers are as follows:
(a) The SCO Group, Inc., a Delaware corporation, Fed. Tax Id. #2823; and (b) SCO Operations, Inc., a Delaware
corporation, Fed. Tax ID. #7393.
2
    The Mobility Products have been developed by Me, Inc., a wholly-owned subsidiary of The SCO Group, Inc.
DOCS_DE:144629.1
           (d)     the form and manner of notice of the Sale by auction (the
                   “Auction”) in substantially the form attached hereto as Exhibit B;

           (e)     the assumption and assignment of certain executory contracts and
                   unexpired leases in connection with the Sale;

           (f)     setting the date for a hearing (the “Sale Hearing”) at which the Court
                   will consider approval of the Sale to the Successful Bidder free and
                   clear of all liens, claims, encumbrances and other interests; and

           (g)     granting such other and further relief as the Court deems necessary.

                                       I.       Preliminary Statement

                   The Debtors have filed an amended joint plan of reorganization (the “Plan”) (D.E.

No.654). The Plan is to be implemented through either: (i) a Sale of the Assets, or, if the Sale is

not successful, (ii) increasing cash flow through, among other things, upgrading the Debtors’

existing customer base to virtualization3 and reducing operating expenses. The Debtors file this

motion (the “Motion”) in furtherance of the Plan and in order to obtain Court approval of the Sale

and associated items referenced in paragraphs (a) through (g) hereinabove.

                                       II.      Relevant Background4

                   1.     The Debtors seek approval to sell the Assets free and clear of all liens,

claims, interests and encumbrances, in order to maximize the value thereof and preserve value for

the benefit of the estates.        As reported in the Debtors’ filings with the SEC, the Debtors’

revenues have been declining over the past several years and the Debtors may not have the

liquidity to sustain their operations for a prolonged period of time.




3
 Virtualization is a term for software technology that allows newer applications to run on older hardware without
moving to a new server platform.

4
 For greater detail regarding the background of the Debtors’ business and events leading up to the filing of these
cases, the Debtors refer the Court and parties to the Declaration of Darl C. McBride, Chief Executive Officer of the
Debtors, in Support of First Day Motions (the “McBride Declaration”) filed on the Petition Date and incorporated
herein.
DOCS_DE:144629.1                                         2
                   2.     The Debtors’ goal has been to preserve their businesses and the

marketability and value of their Assets for the benefit of creditors and equity holders. With that

goal in mind, the Debtors have worked diligently to find and negotiate a transaction suitable for

implementation of the Plan.

                   3.     The Debtors’ efforts to accomplish an Asset Sale began at or about the

inception of these bankruptcy cases. Since that time, the Debtors negotiated with various parties

regarding the potential sale of all or certain of their Assets. Prior negotiations, however, did not

give rise to a transaction that would support the full implementation of the Plan.

                   4.     As more fully set forth in the disclosure statement that accompanies the

Plan, the Debtors’ existing and on-going litigation claims relating to the UNIX system and

competing LINUX system against Novell and IBM shall be retained by reorganized SCO Group

for the benefit of SCO Group’s creditors and equity holders (the “Retained Litigation”). SCO

Group believes it is in the best interests of its creditors and shareholders to retain and pursue the

Retained Litigation.

                                         III.     Relief Requested

                   5.     By this Motion, the Debtors request entry of orders, in the form attached

hereto5: (i) (a) approving Bid Procedures, (b) authorizing the Debtors, in their discretion, to

select a “stalking horse” bidder for the Assets (a party that will commit to purchase Assets for at

least their reserve price, under a contract providing for a 10% forfeitable deposit and no due

diligence or financing contingency) (the “Stalking Horse Bidder”) and if so selected, approving

the Breakup Fee and Expense Reimbursement, (c) authorizing the Debtors to conduct the


5
  As provided in the proposed Bid Procedures Order, the Debtors may modify the bid procedures set forth in the
proposed order at any time prior to or during the Auction if the Debtors determine, in their judgment, that such
modifications will better promote the goals of the auction process and are in the best interest of the bankruptcy
estates and the creditors thereof.
DOCS_DE:144629.1                                       3
Auction, (d) scheduling a Sale Hearing (the “Bid Procedures Order”); and (ii) (a) approving the

Sale to the Successful Bidder(s), (b) approving the assumption and assignment of executory

contracts and leases designated under the APA; and (c) granting related relief (the “Sale

Order”).

A.         The APA

                   6.       The proposed APA in the form of Exhibit A provides for the Sale of some

or all of the Assets, with pertinent terms including:

          Assets Subject of Sale:    “Assets for Sale” described in Section 2.2 of the APA and
          Section 2.2                Exhibits A-1 and A-2 of the APA, which may include some or
                                     all of the following:
                                      (A) Mobility/Cloud Products; and
                                      (B) OpenServer Business and Related Assets.

          Excluded Assets            Cash, cash deposits and cash equivalents, and accounts and
          Section 2.3                accounts receivable held by Debtor at the time of the Closing
                                     (and interest or earnings thereon), including, without limitation,
                                     the Purchase Price, tax refunds or credits relating to the pre-
                                     closing operation of the Debtors’ Mobility Products and/or
                                     OpenServer Business, SCO Group’s Equity Interests in its
                                     Subsidiaries and any Claims or causes of action of Debtors and
                                     their bankruptcy estates, including without limitation the
                                     Retained Litigation as well as those arising under Sections 506,
                                     510, 542, 543, 544, 545, 546, 547, 548, 549, 550, 551 and 553
                                     of the Bankruptcy Code. See Section 2.3 of the APA for
                                     additional items that are included in the definition of Excluded
                                     Assets.

          Purchase Price:            (i) All Assets for Sale: at least $6,000,000
          Section 3.1
                                     (ii) Mobility Products: at least $2,000,000
                                            (a) FCMobilelife: at least $1,000,000
                                            (b) HipCheck: at least $500,000
                                            (c) Shout: at least $250,000
                                            (d) Cloud Server: at least $1,000,000

                                     (iii) OpenServer Business: at least $5,000,000

          Deposit:                   10% of purchase price to be deposited with counsel for the
          Section 3.2                Debtors:

DOCS_DE:144629.1                                    4
                                    (i) All Assets: at least $600,000

                                    (ii) Mobility Products: at least $200,000
                                           (a) FCMobilelife: at least $100,000
                                           (b) HipCheck: at least $50,000
                                           (c) Shout: at least $25,000
                                           (d) Cloud Server: at least $100,000

                                    (iii) OpenServer Business: at least $500,000

          Expense                   Up to $30,000 for reimbursement of documented, out-of-pocket
          Reimbursement*            expenses that are actually incurred in connection with the APA.
          Section [____]:

          *Note: applies only to
          those Proposed
          Purchasers designated
          by Debtors as “Stalking
          Horse Bidder”
          Breakup Fee*            Up to 3% of the Purchase Price
          Section [___]:

          *Note: applies only to
          those Proposed
          Purchasers designated
          by Debtors as “Stalking
          Horse Bidder”




DOCS_DE:144629.1                                   5
B.         Expense Reimbursement and Breakup Fee

                   7.   By this Motion, the Debtors seek authority to select a “Stalking Horse

Bidder”, which would be a potential purchaser of the Assets that (a) commits to the purchase

prior to the Auction, so that its stalking horse bid can be communicated to other potential

bidders, (b) agrees to pay at least the minimum (reserve) price for the Assets, (c) posts a non-

refundable deposit in the amount of at least 10% of the proposed purchase price for the Assets,

and (d) executes a definitive agreement for the purchase of the Assets that does not have a due

diligence or financing contingency. This Motion seeks authority for the Debtors to enter into an

APA with such a “Stalking Horse Bidder” that provides for the Debtors to reimburse up to

$30,000 of the fees and expenses (including, without limitation, legal costs and fees) incurred or

to be incurred by a Stalking Horse Bidder in connection with the consummation of the purchase

of the Assets (the “Expense Reimbursement”).

                   8.   The Debtors also seek authority to agree to pay a Stalking Horse Bidder a

Break Up Fee, so that if either: (a) a Stalking Horse Bidder is not the Successful Bidder or (b)

any of the Assets are transferred by Debtors to any party other than a Stalking Horse Bidder

(whether pursuant to the Auction or otherwise) (in either case, an “Alternative Transaction”),

then Stalking Horse Bidder shall receive from the Debtors: (i) a cash breakup fee in an amount of

up to 3% of the Purchase Price under the APA for the Alternative Transaction (the “Breakup

Fee”), and (b) the Expense Reimbursement. The Breakup Fee and Expense Reimbursement

shall be treated as superpriority administrative expenses under 11 U.S.C. §§ 503 and 507(a) and

paid in cash immediately upon closing of an Alternative Transaction or when otherwise due and

payable under the APA. The proposed Expense Reimbursement and Breakup Fee to be afforded

to a Stalking Horse Bidder are referred to herein as “Buyer Protections”.


DOCS_DE:144629.1                                6
C.         Proposed Bid Procedures

                   9.   The Debtors respectfully request that the Court approve bidding procedures

substantially in the form attached hereto as Exhibit C (“Bid Procedures”) in connection with the

sale of all or a portion of the Debtors’ assets with a final sale hearing (“Sale Hearing”) to occur by

[April ____, 2009]. A summary of the key provisions of the proposed Bid Procedures is provided

below:

 Qualification of Bidders         In order to perform due diligence and be allowed to submit a
                                  bid for some or all of the Assets, a Proposed Purchaser must
                                  provide to the Debtors: (a) an executed confidentiality
                                  agreement in form and substance satisfactory to the Debtors,
                                  and (b) a statement demonstrating to the Debtors’ satisfaction a
                                  bona fide interest in purchasing, and (at the time of submission
                                  of the Qualified Bid) the financial capability of consummating
                                  the purchase of some or all of the Assets and describing the
                                  Proposed Purchaser’s proposed transaction. A Proposed
                                  Purchaser that satisfies these requirements will become a
                                  “Qualified Bidder.”

 Bid Deadline and                 A Qualified Bid is a signed letter from a Qualified Bidder,
 Requirements                     accompanied by the required supporting materials described
                                  below, offering to purchase all or a portion of the Assets that is
                                  irrevocable until two business days after the earlier of (a) the
                                  closing of the Sale of the applicable Assets, whether or not to
                                  such Qualified Bidder or (b) 45 days after the Sale Hearing. All
                                  bids for the Assets shall be submitted so that they are
                                  actually received by no later than 4:00 p.m. (Eastern Time)
                                  (“Bid Deadline”) on April ____, 2009, by (i) SCO Group, 355
                                  South 520 West, Suite 100, Lindon, Utah 84042 (Attn: Darl
                                  McBride and Ryan Tibbitts, Esq.); and (ii) attorneys for the
                                  Debtors, Berger Singerman P.A., 350 E. Las Olas Boulevard,
                                  10th Floor, Fort Lauderdale, Florida 33301 (Attn: Arthur J.
                                  Spector, Esq.).

 Required Supporting              A Qualified Bidder shall accompany its bid with:
 Materials
                                     • a signed “clean” version of the APA, substantially in the
                                        form annexed as Exhibit A, together with a marked
                                        version to reflect any proposed changes to the form of
                                        APA attached as Exhibit A, detailing all of the terms and
                                        conditions of the proposed transaction;

DOCS_DE:144629.1                                  7
                             • written evidence of available cash, a commitment for
                               financing or ability to obtain a satisfactory financing
                               commitment if selected as the Successful Bidder (as
                               defined hereinafter), and such other evidence of ability to
                               consummate the transaction as the Debtors may
                               reasonably request;

                             • a copy of a board resolution or similar document
                                demonstrating the authority of the Qualified Bidder to
                                make a binding and irrevocable bid on the terms
                                proposed;

                             • any pertinent factual information regarding the Qualified
                                Bidder’s operations that would assist the Debtors in their
                                analysis of any regulatory or other issues that may effect
                                or delay consummation of a transaction with the
                                Qualified Bidder; and

                             • to the extent that the Qualified Bidder proposes to include
                                in its bid the assumption and assignment of executory
                                contracts or unexpired leases, a schedule showing such
                                contracts or leases to be assumed and assigned together
                                with evidence of the Qualified Bidder’s ability to provide
                                adequate assurance of future performance of such
                                contracts or leases, such as audited financial statements of
                                the Qualified Bidder, information regarding the
                                capitalization of the Qualified Bidder, information
                                allowing the Debtors to evaluate the value of any
                                guaranties being provided by affiliates of a Qualified
                                Bidder of its obligations under any assumed and assigned
                                executory contracts or leases.

 Good Faith Deposit        In order to participate in the Auction, a Qualified Bidder must
                           accompany its bid with a good faith deposit to be held by
                           Debtors’ counsel, equal to 10% of the bid’s proposed purchase
                           price in the form of a wire transfer or certified or cashier’s
                           check (the “Good Faith Deposit”).
 Stalking Horse Bidder,    If Qualified Bidder has been selected by the Debtors as a
 Breakup Fee and Expense   Stalking Horse Bidder, has not defaulted under the APA and is
 Reimbursement             not the Successful Bidder, the Stalking Horse Bidder that is not
                           the Successful Bidder shall be entitled to a Breakup Fee of 3%
                           of the Purchase Price, plus Expense Reimbursement of actual
                           and documented expenses in an amount not to exceed $30,000.
 Auction                   If more than one qualified bid for any of the Assets is received by
                           the Bid Deadline, the Debtor will conduct the Auction. The
                           Auction shall take place commencing at 10:00 a.m.
                           (Prevailing Eastern Time) on April ___, 2009, at Pachulski
DOCS_DE:144629.1                          8
                           Stang Ziehl & Jones, LLP, 919 North Market Street, 17th Floor,
                           Wilmington, Delaware 19899, or such later time as announced in
                           open Court. Only a Qualified Bidder who has submitted a
                           Qualified Bid will be eligible to participate at the Auction.

 Initial Overbid and       If the Debtors select a Stalking Horse Bid, they will so
 Subsequent Bidding        announce not later than the commencement of the Auction. If
 Increments                such a Stalking Horse Bidder is participating in an Auction,
                           then the initial overbid subject of a competing bid for the Assets
                           that are subject to the Stalking Horse Bid must be at least
                           $25,000, plus the amount of the Breakup Fee and maximum
                           Expense Reimbursement. Bids thereafter must be made in
                           increments of at least $20,000, provided, however, that the
                           Debtors reserve the right to change the bidding increments at
                           the Auction.


 Acceptance of Qualified   The Qualified Bidder whom the Debtors determine has made
 Bid.                      the highest and best offer for all or some of the Assets shall be a
                           “Successful Bidder.” However, the Debtors’ acceptance of the
                           bid is subject to approval by the Bankruptcy Court. If the Assets
                           are sold separately, there may be two or more Successful
                           Bidders.

 Backup Bidder             The Qualified Bidder who submits the second highest and best
                           offer for any Assets as to which another Qualified Bidder was
                           the Successful Bidder shall be a “Backup Bidder.” The
                           Backup Bidder must be prepared to close on the Sale if for any
                           reason the Successful Bidder does not close on the Sale.

 Reservation of Rights     The Debtors: (i) may determine which Qualified Bid(s) is the
                           highest or otherwise best offer, and (ii) may reject at any
                           time, any bid that the Debtors determine in their sole
                           discretion to be: (a) inadequate or insufficient, (b) not in
                           conformity with the requirements of the Bankruptcy Code, the
                           Bid Procedures, or the terms and conditions of the sale
                           transaction, or (c) contrary to the best interests of the Debtors,
                           their estates, creditors and holders of equity interests.
 Return of Deposits        The Good Faith Deposit of a Qualified Bidder who is not the
                           Successful Bidder or a Backup Bidder shall be returned within
                           three business days after the Sale Hearing.

                           The Good Faith Deposit of a Qualified Bidder who is a Backup
                           Bidder shall be returned within three business days after the
                           earlier of (a) the closing of a sale transaction on the Assets on
                           which the Qualified Bidder made a bid or (b) 45 days after the

DOCS_DE:144629.1                          9
                                   Sale Hearing.

 Objection Deadline                The deadline to object to the Sale shall be the date that is seven
                                   calendar days in advance of the Sale Hearing. Objections must
                                   be in writing, filed with the Court, and served on the Notice
                                   Parties, so as to be received by 4:00 p.m. Eastern Time on the
                                   date that is seven business days in advance of the Sale Hearing.

                   10.   The Bid Procedures provide a flexible process that will allow the Debtors

to maximize the value of the Assets given the liquidity constraints and accompanying time

pressure they currently face. The Debtors reserve the right to modify the relief requested in this

Motion prior to or at the applicable hearings, including modifying the proposed Bid

Procedures.

D.         Authority to Offer Breakup Fee and Expense Reimbursement

                   11.   The Debtors have determined, in their reasonable business judgment, that

a Sale of the Assets at this time is warranted and necessary and seek approval of the Auction and

Sale as a means for implementing the Plan. The Debtors request that they be authorized to

include a Breakup Fee of 3% of the Purchase Price and up to $30,000 for the Expense

Reimbursement in the APA with a Qualified Bidder designated as Stalking Horse Bidder.

                   12.   The ability of the Debtors to offer these buyer protections is beneficial to

the Debtors’ estates and creditors because these protections provide incentive for prospective

buyers to induce a bidder to submit or increase its bid prior to the Auction. In addition, to the

extent bids can be improved prior to the Auction, a higher floor price for further bidding at

Auction will be established. Thus, even if a Stalking Horse is awarded a Breakup Fee, the

Debtors and their estates will have benefited from higher and better bids. The Debtors believe

the proposed buyer protections are a reasonable exercise of business judgment that will likely

result in the realization of greater value for the Debtors and their estates.


DOCS_DE:144629.1                                   10
                   13.   Breakup fees, expense reimbursements and other forms of bidding

protection in connection with the sale of significant assets pursuant to Section 363 of the

Bankruptcy Code have become an established practice in Chapter 11 cases. Three different

approaches have been used by the bankruptcy courts in assessing the validity and enforceability

of bidding incentives.

           The first approach – the business judgment test – is based on the corporate control cases

and applies the business judgment rule to make certain that bidding is promoted, not deterred and

that the fees are reasonable in relationship to the size of the transaction and the bidder’s efforts.

See In re Twenver, Inc., 149 B.R. 954, 956 (Bankr. D. Colo. 1992); In re Integrated Resources,

Inc., 135 B.R. 746, 753 (Bankr. S.D.N.Y. 1992); In re 995 Fifth Avenue Assocs., LP. 96 B.R. 24,

28 (Bankr. S.D.N.Y. 1989); see also Cottle v. Stores Communications, Inc., 849 F. 2d 570 (11th

Cir. 1988) (using business judgment test in corporate control context). This approach also has

been endorsed by a leading bankruptcy treatise. See 3 COLLIER ON BANKRUPTCY § 363.02[6] at

363-21 (15th ed. 2005) (courts “should approve [bidding incentives] unless they are unreasonable

or appear more likely to chill the bidding process than to enhance it.”).

           The second approach – the best interests of the estate test – focuses on whether the

bidding incentive at issue is in the best interests of the estate to ensure that the debtor’s estate is

not unduly burdened and that the relative rights of the parties are protected. See In re America

West Airlines, Inc., 166 B.R. 908, 912 (Bankr. D. Ariz. 1994); see also In re S.N.A. Nut Co., 186

B.R. 98, 104 (Bankr. N.D. Ill. 1995).

           The third approach – the administrative claim test – considers whether the bidding

incentive at issue is “actually necessary to preserve the value of the estate.” See In re O’Brien

Environmental Energy, Inc., 181 F. 3d 527, 535 (3d Cir. 1999). See also AgriProcessors, Inc. v.


DOCS_DE:144629.1                                  11
Iowa Quality Beef Supply Network, L.L.C. (In re Tama Beef Packing, Inc.), 290 B.R. 90, 97-98

(8th Cir. BAP 2003); In re Dorado Marine, Inc., 332 B.R. 637 (M.D. Fla. 2005).

                      14.      The Debtors submit that under each of the above tests the proposed

Breakup Fee and Expense Reimbursement will not chill but rather will enhance bidding and that

the proposed Breakup Fee and Expense Reimbursement will preserve and enhance the value of

the estates’ assets.

                                            IV.    Authority for Relief

                      15.      In accordance with Bankruptcy Rule 6004, sales of property outside the

ordinary course of business may be by private sale or public auction.                     The Debtors have

determined that the Sale of the Assets by Auction will enable them to obtain the highest and best

offer for the Assets (thereby maximizing the value of their estates) and is in the best interests of the

Debtors, their estates, creditors and holders of equity interests.

A.         The Proposed Notice of Bid Procedures and Auction Is Appropriate

                      16.      The Debtors believe that they will obtain the maximum recovery for

creditors and equity security holders if the Assets are sold through an Auction sale. Under

Bankruptcy Rule 2002(a) and (c), the Debtors are required to notify creditors of the proposed sale

of the Transferred Assets, including a disclosure of the time and place of an auction, the terms and

conditions of a sale, and the deadline for filing any objections. The Debtors request notice of the

Bid Procedures and Auction be deemed adequate and sufficient if:

                   (a) Within five business days after the entry of the Bid Procedures Order,
                       the Debtors, or their agent, shall serve by first class mail, postage
                       prepaid, copies of the: (i) Bid Procedures Order; and (ii) Sale Notice,
                       including the date, time and place of the Auction, and the time fixed for
                       filing of objections to the Sale, upon the following entities (collectively,
                       the "Notice Parties"):

                            i. the United States trustee;

DOCS_DE:144629.1                                            12
                            ii. all creditors entitled to receive notice pursuant to Bankruptcy
                                Rule 2002;

                          iii. all taxing authorities who have filed claims or are listed in
                               the Debtors’ schedules;

                            iv. counsel to any official committees appointed by the United
                                States trustee;

                            v. all parties that have requested special notice pursuant to
                               Bankruptcy Rule 2002;

                            vi. all persons or entities known to the Debtors that have
                                asserted an interest in, all or any portion of the Assets; and

                         vii. all potential bidders known to the Debtors.

                   (b) Within five business days after the entry of the Bid Procedures Order, or
                       as soon thereafter as is practicable, the Debtors or their authorized agent
                       shall cause to be published a notice, substantially in the form of the Sale
                       Notice, in the national editions of the Wall Street Journal and/or such
                       other publications as the Debtors and their advisors determine will
                       promote the marketing and sale of the Assets to other interested parties
                       whose identities are unknown to the Debtors.

                      17.       Prior to the Sale Hearing, the Debtors or their agent will file affidavits of

service and publication of the Sale Notice.

                      18.       The Debtors submit that the notice procedures herein comply fully with

Bankruptcy Rule 2002 and are reasonably calculated to provide timely and adequate notice of the

sale by auction to the Debtors’ creditors and other parties-in-interest, as well as to those parties

who have expressed an interest, or may express an interest, in bidding on some or all of the

Assets.

B.         The Bid Procedures Are Appropriate and Will Maximize the Value Received for the
           Assets

                      19.       Courts have made clear that a debtor’s business judgment is entitled to

substantial deference with respect to the procedures to be used in selling assets from the estate.



DOCS_DE:144629.1                                          13
See, e.g., In re Integrated Resources, Inc., 147 B.R. 650, 656-57 (Bankr. S.D.N.Y. 1992); In re

995 Fifth Ave. Assocs., L.P., 96 B.R. 24, 28 (Bankr. S.D.N.Y. 1989) (same).

                   20.   The paramount goal in any proposed sale of property of the estate is to

maximize the proceeds received by the estate. In re Food Barn Stores, Inc., 107 F.3d 558, 564-65

(8th Cir. 1997) (in bankruptcy sales, “a primary objective of the Code [is] to enhance the value of

the estate at hand.”); Integrated Resources, 147 B.R. at 659 (same); In re Atlanta Packaging

Products, Inc., 99 B.R. 124, 130 (Bankr. N.D. Ga. 1988) (same).

                   21.    In that regard, courts uniformly recognize that procedures intended to

enhance competitive bidding are consistent with the goal of maximizing the value received by the

estate and therefore are appropriate in the context of bankruptcy sales. See, e.g., In re

Montgomery Ward Holding Corp., Case No. 97-1409 (PJW) (Bankr. D. Del. Aug. 6, 1997); In re

Fruehauf Trailer Corp., Case No. 96-LS63 (PJW) (Bankr. D. Del. Feb. 26, 1997); Integrated

Resources, 147 B.R. at 659; In re Financial News Network, Inc., 126 B.R. 152, 156 (Bankr.

S.D.N.Y. 1991) (“court-imposed rules for the disposition of assets … [should] provide an adequate

basis for comparison of offers, and [should] provide for a fair and efficient resolution of bankrupt

estates.”).

                   22.   The proposed Bid Procedures will allow the Debtors to conduct the Auction

in a controlled, fair and open fashion that will encourage participation by financially capable

bidders who demonstrate the ability to close a transaction, thereby increasing the likelihood that

the Debtors will receive the best possible consideration for the Assets by helping ensure a

competitive and fair bidding process. They also allow the Debtors to undertake the Auction

process in as expeditious a manner as possible, which the Debtors believe is essential to

maintaining and maximizing the value of their estates.


DOCS_DE:144629.1                                 14
                   23.   The Debtors believe that the Bid Procedures will encourage bidding for the

Assets and are appropriate under the relevant standards governing auction proceedings and

bidding incentives in bankruptcy proceedings. See Integrated Resources, 147 B.R, at 659; 995

Fifth Avenue Assocs., 96 B.R. at 28.

                   24.   Moreover, the Debtors submit that having the flexibility to offer the Break

Up Fee and Expense Reimbursement in connection with the solicitation of bids will also provide

benefit to the estates by encouraging earlier and higher bidding. The Debtors believe that the

Buyer Protections encourage a potential purchaser to act as a “stalking horse,” who invests time,

money and effort to negotiate with a debtor despite the risks and uncertainties of the Chapter 11

bankruptcy process.

                   25.   In consideration of the benefits of the Buyer Protections, and the value of

the Assets, the Debtors submit that the Buyer Protections are reasonable and appropriate. Courts

have approved breakup fees and expense reimbursements in similar circumstances in this District

and elsewhere. See, e.g., In re Ameriserve, Case No. 00-0358 (PJW) (Bankr. D. Del., September

27, 2000) (Court approved a break-up fee of 3.64% or $4,000,000 in connection with

$110,000,000 sale); In re Fruit of the Loom. Inc., Case No, 99-4497 (PJW) (Bankr. D. Del. Dec.

11, 2001) (approving $25 million termination fee provision which was approximately 3.0% of

transaction value); In re Favorite Brands Int'l Holdings Co,. Case No. 99-726 (PJW) (Bankr. D.

Del. Oct. 8, 1999) (approving $8.95 million break-up fee provision which was approximately

1.9% of transaction value); In re Montgomery Ward Holding Corp., Case No. 97-1409 (PJW)

(Bankr, D. Del. June 15,1998) (approving $3 million break-up fee provision which was

approximately 2.7% of transaction value); In re Medlab. Inc., Case No. 97-1893 (PJW) (Bankr.

D. Del. Apr. 28, 1998) (approving $250,000 break-up fee provision which was approximately


DOCS_DE:144629.1                                 15
3.12% of transaction value); In re Anchor Container Corp. et, al., Case Nos. 96-1434 and 96-

1516 (PJW) (Bankr. D. Del. Dec. 20, 1996) (Court approved termination fee of 2.43%, or

$8,000,000, in connection with $327,900,000 sale of substantially all of debtors’ assets); In re

FoxMeyer Corp. et al., Case No. 96-1329 (HSB) through 96-1334 (HSB) (Bankr. D. Del., Oct. 9,

1996) (Court approved termination fee of 7.47%, or $6,500,000, in connection with $87,000,000

sale of substantially all of debtors’ assets); In re Edison Bros. Stores. Inc. et al., Case No. 95-

1354 (PJW) (Bankr. D. Del., Dec. 29, 1995) (Court approved termination fee of 3.5%, or

$600,000, in connection with $17,000,000 sale of debtors’ entertainment division); In re Indust.

Gen. Corp., Case No. 95-895 (PJW) (Bankr. D. Del.) (Court approved termination fee of 3.57%,

or $500,000, in connection with $14,000,000 sale transaction); In re Buddy L. Inc., Case No. 95-

23S (HSB) (Bankr. D. Del.) (Court approved termination fee of 1.6%, or $800,000, in

connection with $50,000,000 sale of debtors’ toy division); In re Continental Airlines, Inc., Case

No. 90-932 (HSB) (Bankr. D. Del.) (Court approved termination fee of 2.4%, or $1,500,000, in

connection with $61,000,000 sale transaction); see also Integrated Res., 147 B.R. at 648. The

Buyer Protections therefore should be approved as reasonable and necessary to maximize the

value of the Transferred Assets.

                   26.   Here, the maximum amounts payable by the Debtors as a result of the Buyer

Protections is 3% of the purchase price offered by a Stalking Horse Bidder as Breakup Fee plus

$30,000 as Expense Reimbursement, which is reasonable, appropriate and within the Debtors’

sound business judgment under the circumstances because it will serve to maximize the value that

the Debtors will recover through the sale of the Assets.




DOCS_DE:144629.1                                 16
E.         Assumption And Assignment of Executory Contracts and Unexpired Leases

                   27.   The assumption and assignment of the Debtors’ executory

contracts and unexpired leases is an integral part of the proposed sale and should be approved by

the Court. Section 365(a) of the Bankruptcy Code provides, in pertinent part, that a debtor in

possession, “subject to the court’s approval, may assume or reject any executory contract or

unexpired lease of the debtor.” 11 U.S.C. §365(a). By enacting section 365(a) of the Bankruptcy

Code, Congress intended to allow a debtor to assume those leases/contracts that benefit the

estate, and to reject those that are of no value or are burdensome to the estate. See Cinicloa v.

Scharffenberger, 248 F.3d 110, 119 (3d Cir. 2001); Leland v. Gardinier, Inc. (In re

Gardinier, Inc.), 831 F.2d 974, 976 n.2 (11th Cir. 1987); In re Whitcomb & Keller Mortgage

Co., Inc., 715 F.2d 375, 379 (7th Cir. 1983); Chira v. Saal (In re Chira), 367 B.R. 888, 898

(S.D. Fla. 2007); In re Sandman Assocs., LLC, 251 B.R. 473, 481 (W.D. Va. 2000) (noting that

“[t]he authority granted by section 365 allows the trustee or debtor in possession to pick and

choose among contracts, assuming those that are favorable and rejecting those that are not”).

                   28.   It is well established that decisions to assume or reject executory

contracts or unexpired leases are matters within the “business judgment” of the debtor. See

Gardinier, Inc., 831 F.2d at 976 n.2; Chira, 367 B.R. at 898; In re G. Survivor Corp., 171

B.R. 755, 757 (Bankr. S.D.N.Y. 1994) (noting that “[i]n determining whether a debtor may

be permitted to reject an executory contract, courts usually apply the business judgment test.

Generally, absent a showing of bad faith, or an abuse of discretion, the debtor’s business

judgment will not be altered”) (citations omitted); see also NLRB v. Bildisco & Bildisco, 465

U.S. 513, 523 (1984); Sharon Steel Corp. v. National Fuel Gas Dist Corp., 872 F.2d 36, 40

(3d Cir. 1989). Accordingly, courts approve the assumption or rejection of an executory


DOCS_DE:144629.1                               17
contract or unexpired lease unless evidence is presented that the debtor’s decision to assume or

reject was “so manifestly unreasonable that it could not be based on sound business judgment,

but only on bad faith, or whim or caprice.” In re Richmond Metal Finishers, Inc., 756 F.2d

1043, 1047 (4th Cir. 1985).

                   29.   Adequate business justification exists to merit judicial approval of the

proposed assumption and assignment of the Debtors’ executory contracts and unexpired

leases. The Debtors’ contracts and leases are valuable assets of the Debtors’ estates and

represent an integral part of any proposed transaction for the sale of the Assets. To the extent

that the Debtors can sell them as part of the sale, the sale will generate cash which the estate can

use to satisfy claims and reduce potential claims against the estate.

                   30.   Section 365 of the Bankruptcy Code authorizes a debtor to assume and/or

assign an executory contract if the debtor:

                         (A)     cures, or provides adequate assurance that [it] will
                         promptly cure, such default other than a default that is a breach
                         of a provision relating to the satisfaction of any provision (other
                         than a penalty rate or penalty provision) relating to a default
                         arising from any failure to perform nonmonetary obligations
                         under an expired lease of real property, if it is impossible for the
                         trustee to cure such default by performing nonmonetary acts at
                         and after the time of assumption, except that if such default
                         arises from a failure to operate in accordance with a
                         nonresidential real property lease, then such default shall be
                         cured by performance at and after the time of assumption in
                         accordance with such lease, and pecuniary losses resulting from
                         such default shall be compensated in accordance with the
                         provisions of this paragraph;

                         (B)     compensates, or provides adequate assurance that the
                         trustee will promptly compensate, a party other than the debtor
                         to such contract or lease, for any actual pecuniary loss to such
                         party resulting from such default; and

                         (C)    provides adequate assurance of future performance under
                         such contract or lease. . . .

DOCS_DE:144629.1                                   18
                         (f)(2) The trustee may assign an executory contract or
                         unexpired lease of the debtor only if —

                         (A)    the trustee assumes such contract or lease in accordance
                         with the provisions of this section; and

                         (B)     adequate assurance of future performance by the
                         assignee of such contract or lease is provided, whether or not
                         there has been a default in such contract or lease.


See 11 U.S.C. §§ 365(a), (b)(1), (f)(2). Accordingly, section 365 of the Bankruptcy Code

authorizes the proposed assumptions and assignments of executory contracts and unexpired

leases, provided that the defaults under such contracts are cured and adequate assurance of future

performance is provided.

                   31.   It is well settled that the meaning of “adequate assurance of future

performance” depends on the facts and circumstances of each case, but that a contract

counterparty is not required to receive an absolute guarantee of future performance. See, e.g., In

re Glycogensys, Inc., 352 B.R. 568, 578 (Bankr. D. Mass. 2006) (“[I]t is appropriate to evaluate

the financial condition of the assignee and the likelihood that the non-debtor party will receive

the benefit of its bargain from the assignee”); Carlisle Homes, Inc. v. Arrari (In re Carlisle

Homes, Inc.), 103 B.R. 524, 538 (Bankr. D. N.J. 1989) (adequate assurance of future

performance does not mean absolute assurance that debtor will thrive and pay rent); In re Natco

Indus., Inc., 54 B.R. 436, 440 (Bankr. S.D.N.Y. 1985) (same). As set forth above, any bid that is

conditioned upon the assumption and assignment of executory contracts and unexpired leases

must (a) be submitted with Adequate Assurance Packages containing the identity of such

contracts and leases and (b) provide evidence of such bidder’s ability to provide adequate

assurance of future performance. The Debtors will provide all parties to executory contracts and

unexpired leases to be assumed and assigned pursuant to the Motion with such Adequate


DOCS_DE:144629.1                                 19
Assurance Packages and an opportunity to be heard, and in connection with the Sale Hearing, the

Debtor will provide evidence that all requirements for the assumption and assignment of the

executory contracts and unexpired leases proposed to be assigned to the purchaser(s) of the

assets will be satisfied. Thus, the Debtors respectfully submit that, by the conclusion of the Sale

Hearing, assumption and assignment of the executory contracts and unexpired leases should be

approved.

           1.      Procedures Regarding Cure Amounts

                   32.   To facilitate the sale and the assumption and assignment of the Debtors’

executory contracts and unexpired leases, the Debtors propose to serve a notice of

assumption and assignment and of the proposed cure amounts relating to such assumed

agreements (“Assumed Agreements”) in the form annexed hereto as Exhibit D (the

“Assumption Notice”) no later than 20 days prior to the Sale Hearing and request that the

Court approve the following procedure for fixing any cure amounts owed on all Assumed

Agreements.

                   33.   The Debtor will attach to the Assumption Notice its calculation of the

undisputed cure amounts that the Debtor believes must be paid to cure all prepetition defaults

under all Assumed Agreements (the “Cure Amount”). The Debtor requests that if a non-

debtor party to any Assumed Agreements disputes the Cure Amount or objects to the assumption

and/or assignment of an Assumed Agreements that such party be required to file an objection (the

“Cure Objection”) on or before 4:00 p.m. (prevailing Eastern Time) seven calendar days prior to

the Sale Hearing (the “Cure Objection Deadline”) and serve a copy of the Cure Amount

Objection so as to be received no later than 4:00 p.m. (prevailing Eastern Time) on the same

day, upon the Notice Parties.


DOCS_DE:144629.1                                20
                   34.     If any such party fails to timely file and serve a Cure Amount Objection by

the Cure Objection Deadline, such party shall (i) be forever barred from objecting to the Cure

Amount and from asserting any additional cure or other amounts with respect to such Assumed

Contracts and Assumed Leases and the Debtor shall be entitled to rely solely upon the Cure

Amount; and (ii) be deemed to have consented to the assumption and assignment of such

Assumed Agreements and shall be forever barred and estopped from asserting or claiming against

the Debtor, the Successful Bidder or any other assignee of the relevant Assumed Agreements

that any additional amounts are due or defaults exist, or conditions to assumption and assignment

must be satisfied under such Assumed Agreements.

                   35.     If a Cure Amount Objection is timely filed, the Cure Amount Objection

must set forth (i) the basis for the objection, and (ii) the amount the party asserts as the Cure

Amount. After receipt of the Cure Amount Objection, the Debtor will attempt to reconcile any

differences in the Cure Amount believed by the non-debtor party to exist. In the event, however,

that the Debtor and the non-debtor party are unable to consensually resolve the Cure Amount

Objection, the Debtor will segregate any disputed Cure Amount pending the resolution of any

such disputes by this Court or mutual agreement of the parties.

           36.     Based on the foregoing, the Debtors respectfully request that the Bankruptcy

Court approve the assumption and assignment of the Assumed Agreements.

                         Relief Under Bankruptcy Rules 6004(h) Is Appropriate

                   37.     Bankruptcy Rule 6004(h) provides that an “order authorizing the use, sale,

or lease of property ... is stayed until the expiration of 10 days after entry of the order, unless the

court orders otherwise.” Fed. R. Bankr. P. 6004(h). The Debtors request that any order approving




DOCS_DE:144629.1                                   21
the APA be effective immediately by providing that the 10-day stays under Bankruptcy Rule

6004(h) is not to be applied.

                   38.   The purpose of Bankruptcy Rule 6004(h) is to provide sufficient time for

an objecting party to appeal before an order can be implemented. See Advisory Committee

Notes to Fed, R. Bankr. P. 6004(h). Although Bankruptcy Rule 6004(h) and the Advisory

Committee Notes are silent as to when a court should “order otherwise” and eliminate or reduce

the 10-day stay period, Collier suggests that the 10-day stay period should be eliminated to allow

a sale or other transaction to close immediately “where there has been no objection to the

procedure.” 10 COLLIER       ON   BANKRUPTCY, ¶ 6004.10 (15th rev. ed. 2006). Collier further

suggests that if an objection is overruled, and the objecting party informs the court of its intent to

appeal, the stay may be reduced to the amount of time actually necessary to seek a stay, unless the

court determines that the need to proceed sooner outweighs the interests of the objecting party. Id.

                   39.   The Debtors request that the Court rule that the ten-day stay period under

Bankruptcy Rule 6004(h) not be implemented or, in the alternative, if an objection to the sale is

filed, reduce the stay period to the minimum amount of time needed by the objecting party to seek

a stay pending appeal.

                                                Notice

                   40.   Notice of this Motion has been or will be given to the following parties or,

in lieu thereof, to their counsel, if known: (i) the Office of the United States Trustee; (ii) the

creditors holding the 20 largest unsecured claims against the Debtors’ estates (on a consolidated

basis); (iii) all creditors and equity security holders of SCO Group; and (iv) any party which has

filed a request for notices with this Court prior to the date of this Motion. The Debtors submit

that, in light of the nature of the relief requested, no other or further notice need be given.


DOCS_DE:144629.1                                  22
                   WHEREFORE, the Debtors respectfully request entry of an order in the form

attached hereto granting the relief requested herein, as well as granting any other and further

relief the Court deems just and proper.

Dated: February 4, 2009               PACHULSKI STANG ZIEHL & JONES LLP

                                      ________________________________________
                                      Laura Davis Jones (Bar No. 2436)
                                      James E. O’Neill (Bar No. 4042)
                                      Kathleen P. Makowski (Bar No. 3648)
                                      919 North Market Street, 17th Floor
                                      P.O. Box 8705
                                      Wilmington, DE 19899-8705 (Courier No. 19801)
                                      Telephone: (302) 652-4100
                                      Facsimile: (302) 652-4400
                                      Email: ljones@pszjlaw.com
                                             joneill@pszjlaw.com
                                             kmakowksi@pszjlaw.com

                                      and

                                      BERGER SINGERMAN, P.A.
                                      Paul Steven Singerman
                                      Arthur J. Spector
                                      Douglas A. Bates
                                      200 South Biscayne Blvd., Suite 1000
                                      Miami, FL 33131
                                      Telephone: (305) 755-9500
                                      Facsimile: (305) 714-4340
                                      and
                                      350 E. Las Olas Boulevard, 10th Floor
                                      Fort Lauderdale, FL 33301
                                      Telephone: (954) 525-9900
                                      Facsimile: (954) 523-2872
                                      Email: singerman@bergersingerman.com
                                             aspector@bergersingerman.com
                                             dbates@bergersingerman.com

                                      Co-Counsel for the Debtors




DOCS_DE:144629.1                               23
Exhibit A
                              PURCHASE AND SALE AGREEMENT
                            (Asset Sale Pursuant to 11 U.S.C. Section 363)

        THIS PURCHASE AND SALE AGREEMENT (“Agreement”), dated as of ____________
__, 2009 (“Agreement Date”), by and among SCO GROUP, INC., a Delaware corporation (“SCO
Group”), SCO Operations, Inc. (“SCO Operations”) and certain Affiliates of SCO Group identified
on the signature pages hereto (together with SCO Group and SCO Operations, each a “Seller” and
collectively, “Sellers”), and ___________________________ (“Purchaser”). Each of Seller and
Purchaser is a “Party” and collectively they are the “Parties” to this Agreement.

                                              RECITALS

        The following recitals form the basis for and are incorporated as a part of this Agreement:

       A.      Sellers own or hold transferable interests in the Assets for Sale, as described in
Exhibits A-1; and A-2.

       B.       On or about September 14, 2007 (the “Petition Date”), SCO Group and SCO
Operations (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, jointly
administered as Case Nos. 07-11337 and 07-11338 (KG) (the “Chapter 11 Cases”).

         C.      The Debtors’ Chapter 11 Plan provides for sale of all or any part (as designated by
the Purchaser) of the Assets for Sale pursuant to an Auction conducted in accordance with the Bid
Procedures Order entered by the Bankruptcy Court. The Auction is scheduled to occur on April ___,
2009 and Purchaser has submitted this Agreement as its bid for the Purchased Assets and Assumed
Liabilities, consisting of all or the portion of the Assets for Sale (and related Assumed Liabilities) as
indicated by the Purchaser’s signature on Exhibit A-1 and/or Exhibit A-2.

        D.      If Purchaser is the Winning Bidder at Auction, Sellers desire to sell, transfer and
assign to Purchaser, and Purchaser desires to purchase, acquire and assume from Sellers, on the terms
and subject to the conditions set forth in this Agreement and pursuant to Sections 363 and 365 of the
Bankruptcy Code, all of the Purchased Assets and Assumed Liabilities, all as more specifically
provided in this Agreement.

       NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, and other good and valuable considerations, the receipt and
adequacy of which are acknowledged, and intending to be legally bound, the Parties agree as follows:

                                              ARTICLE I
                                        CERTAIN DEFINED TERMS

       1.1.    Certain Definitions. For purposes of this Agreement, the following terms shall have
the meanings specified in this Section 1.1:

               “Action” means any claim, action, cause of action or suit (whether in contract or tort
or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy,
assessment, arbitration, mediation or other dispute resolution proceeding, investigation, hearing,
charge, complaint, demand, notice or proceeding to, from, by or before any Governmental Authority.


1868953-7
                 “Affiliate” means, with respect to any specified Person at any time, (a) each Person,
directly or indirectly controlling, controlled by, or under direct or indirect common control with, such
specified Person at such time, (b) each Person who is at such time an officer or director of, or direct
or indirect beneficial holder of at least 20% of any class of the equity interests of, such specified
person, (c) each Person that is managed by a common group of executive officers and/or directors as
such specified Person, (d) the members of the immediate family (i) of each officer, director or holder
described in clause (b) and (ii) if such specified Person is an individual, of such specified Person, and
(e) each Person of which such specified Person or an Affiliate (as defined in clauses (a) through (d))
thereof will, directly or indirectly, beneficially own at least 20% of any class of equity interests at
such time.

               “Assets for Sale” mean the transferrable tangible or intangible assets of Sellers
identified in Exhibits A-1 and A-2 that Sellers are willing to sell at Auction pursuant to the Bid
Procedures Order.

                “Assumed Liabilities” shall have the meaning set forth in Section 2.4.

                “Auction” means the process established by the Bid Procedures Order providing for
the sale and assignment of the Purchased Assets to Purchaser (assuming Purchaser is the “Winning
Bidder” as defined therein), and approving and authorizing Sellers to consummate the transactions
provided for in the Sale Order.

             “Auction Date” means the date established by the Bid Procedures Order to
consummate the Auction, as may be changed, extended or continued by order of the Bankruptcy
Court.

                “Bankruptcy Code” means Title 11 of the United States Code.

                “Bankruptcy Court” means the United States Bankruptcy Court for the District of
Delaware, or such other court having jurisdiction over the Chapter 11 Cases originally administered
in the United States Bankruptcy Court for the District of Delaware.

              “Business” or “OpenServer Business” means the business pertaining to the
OpenServer technology as conducted by Sellers.

                “Business Day” means any day of the year on which national banking institutions in
Wilmington, Delaware are open to the public for conducting business and are not required or
authorized to close.

                “Claims” means any and all claims as defined in Section 101(5) of the Bankruptcy
Code.

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

               “Company Technology” means any and all Technology and Intellectual Property
owned by or licensed to any Seller which is used in or related to the Purchased Assets, as currently
conducted or existing.

                “Competitive Bidding Period” means the period of time within which Persons may
submit bids (in the form of agreements substantially in the form of this Agreement) to acquire all or

                                                   2
1868953-7
any of the Assets for Sale, commencing on the date on which the Bankruptcy Court enters the Bid
Procedures Order and ending on the Auction Date at the conclusion of the Auction.

                “Computer Software” means all computer software relating to the Purchased Assets
including: source code; object code; operating systems, applications programs, firmware; files,
records and data; product specifications; schematics; logic diagrams; flow charts; algorithms;
databases; routines; sub-routines; program and system logic; program architecture; program
structure, sequence and organization; listings; screen displays; programmers’ notes; languages;
compilers; testing routines and procedures; test results; documentation; operating instructions;
technical and user manuals; training materials; all media on which any of the foregoing is recorded;
all technology and tools used to design, develop, test, support, maintain and diagnose errors in the
computer software; all updates, upgrades, modifications, enhancements, improvements and
derivatives of the foregoing; and all other information and technical data related to the ownership,
use, design, development, testing, enhancement, support and/or maintenance of the computer
software.

                “Contract” means any written or oral contract, indenture, note, bond, lease, license or
other legally binding agreement or arrangement.

                “Contractual Obligation” means, with respect to any Person, liability, obligation,
(whether of payment or performance or otherwise) arising under or in connection with any Contract,
agreement, deed, mortgage, lease, license, commitment, promise, undertaking, arrangement or
understanding, whether written or oral and whether express or implied, or other document or
instrument (including but not limited to any document or instrument evidencing or otherwise relating
to any Debt) to which or by which such Person is a party or otherwise subject or bound or to which
or by which any property, business, operation or right of such Person is subject or bound.

                  “Debt” for any Person, means all means obligations (including but not limited to
Contractual Obligations) (a) for borrowed money, (b) evidenced by notes, bonds, debentures or
similar instruments, (c) for which interest charges are customarily paid, (d) under conditional sale or
other title retention agreements relating to property or assets purchased by such Person, (e) issued or
assumed as the deferred purchase price of property or services (other than trade accounts payable),
(f) earnouts arising in connection with acquisitions, (g) under capital leases, (h) in respect of interest
rate protection agreements, foreign currency exchange agreements or other interest or exchange rate
hedging arrangements, (i) as an account party in respect of letters of credit and bankers’ acceptances,
(j) with respect to any indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise to be secured by) any Encumbrances on
property owned or acquired by such Person, (k) in the nature of guarantees of any indebtedness of
others, and (l) all accrued interest on any of the foregoing.

        “Employee Plan” means any plan, program, agreement, policy or arrangement, whether or
not reduced to writing, and whether covering a single individual or a group of individuals, that is (i) a
welfare plan with the meaning of Section 3(1) of ERISA, (ii) a pension benefit plan within the
meaning of Section 3(2) of ERISA, (iii) a stock bonus, stock purchase, stock option, restricted stock,
stock appreciation right or similar equity-based plan or (iv) any other deferred-compensation,
retirement, welfare-benefit, bonus, incentive or fringe-benefit plan, program or arrangement.

              “Employees” means all individuals, whether or not actively at work as of the date
hereof, who are employed or engaged by any Seller or the Subsidiaries in connection with the


                                                    3
1868953-7
OpenServer Business or the development of the Mobility Products.

                “Encumbrance” means any defect or imperfection in title, encumbrance, lien, interest,
claim, charge, pledge, mortgage, deed of trust, security interest, lease, sublease, license, option, right
of first refusal, easement, right-of-way, servitude, covenant, condition, proxy, voting trust or
agreement or transfer restriction under any shareholder or similar agreement.

                “Environmental Law” means any Law that relates to, or otherwise imposes liability
or standards of conduct concerning, pollution, or protection of the environment, or protection of
human or occupational health from environmental hazards, including those concerning discharges,
releases or threatened releases of, petroleum or hazardous substances.

               “Equipment” means the following relating to the Purchased Assets: all machinery,
equipment, furniture, trade fixtures, furnishings, vehicles, leasehold improvements, Hardware and
other tangible personal property used in connection with the Business as presently conducted,
including, without limitation, all artwork, desks, chairs, tables, Hardware, copiers, telephone lines
and numbers, facsimile machines and other telecommunication equipment, cubicles and
miscellaneous office furnishings and supplies.

                 “Equity Interests” means (a) any capital stock, share, partnership or membership
interest, unit of participation or other similar interest (however designated) in any Person and (b) any
option, warrant, purchase right, conversion right, exchange rights or other Contractual Obligation
which would entitle any Person to acquire any such interest in such Person or otherwise entitle any
Person to share in the equity, profit, earnings, losses of gains of such Person (including stock
appreciation, phantom stock, profit participation or other similar rights).

                 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

                 “Facilities” means any buildings, plants, improvements or structures located on the
Real Property.

                “GAAP” means generally accepted accounting principles in the United States as of
the date hereof as applied in a manner consistent with the Sellers’ historical accounting policies.

                “Government Order” means any order, writ, judgment, injunction, decree, stipulation,
ruling, determination or award entered by or with any Governmental Authority.

                 “Governmental Authority” means any United States federal, state or local or any
foreign government, or political subdivision thereof, or any multinational organization or authority or
any authority, agency or commission entitled to exercise any administrative, executive, judicial,
legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department,
bureau, or division thereof) or any arbitrator or arbitral body.

                “Hardware” means all of the following relating to the Purchased Assets: any and all
computer and computer-related hardware, including, without limitation, computers, file servers,
facsimile servers, scanners, color printers, laser printers and networks.

               “Hazardous Substances” means any wastes, substances, products, pollutants or
materials, whether solid, liquid or gaseous, that (i) are or contain asbestos, polychlorinated biphenyls,
radioactive materials, oil, petroleum or any fraction thereof, (ii) require removal, remediation or

                                                    4
1868953-7
reporting under any Environmental Law, or are defined, listed or identified as a “contaminant”,
“pollutant”, “toxic substance”, “toxic material”, “hazardous waste” or “hazardous substance” or
words of similar meaning and regulatory effect thereunder or (iii) are toxic, explosive, corrosive,
flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and are regulated
as such by any Governmental Authority under any Environmental Law.

                  “Intellectual Property” means all of the following relating to the Purchased Assets:
the entire right, title and interest in and to all proprietary rights of every kind and nature, throughout
the world, including all rights and interests pertaining to or deriving from: (a) registered and
unregistered patents and copyrights, copyrightable works, mask work rights, technology, know-how,
methods, processes, trade secrets, algorithms, inventions, works of authorship, proprietary data,
databases, formulae, research and development information and Computer Software; (b) trademarks,
trade names, service marks, service names, brands, trade dress and logos, and the goodwill and
activities associated therewith, together with all translations, adaptations, derivations and
combinations thereof; (c) domain name rights, rights of privacy and publicity, moral rights, and
proprietary rights of any kind or nature, however denominated, throughout the world in all media
now known or hereafter created; (d) trade secrets, know-how and confidential information; (e) any
and all registrations, applications, recordings, licenses, common-law rights and Contractual
Obligations relating to any of the foregoing; and (f) all Actions and rights to sue at law or in equity
for past or future infringement or other impairment of any of the foregoing, including the right to
receive all proceeds and damages therefrom, and all rights to obtain renewals, reissues,
reexaminations, continuations, continuations-in-part, divisions or other extensions of legal
protections pertaining thereto.

               “Inventory” means all of the following relating to the Purchased Assets: all finished
goods, work in process, raw materials, goods in transit, goods at customer sites and other inventory
or goods held for sale of a Person in all forms, wherever located, now or hereafter existing.

                “Law” means any federal, state, local or foreign law, common law, statute, code,
ordinance, rule or regulation.

              “Legal Requirement” means all requirements under Law and as imposed by all
Orders and Contractual Obligations.

              “Liability” means any Debt, liability or obligation (whether direct or indirect, known
or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to
become due) and including all costs and expenses relating thereto.

               “Licensed Intellectual Property” means all Company Technology that is licensed to
any Seller from another Person and which relates to Purchased Assets.

                 “Losses” means collectively, all damages, claims, liabilities, fines, penalties, levies,
fees, costs or expenses (including reasonable expenses and disbursements of accountants and legal
counsel), but not including any punitive, special, indirect, incidental or consequential damages.

                “Material Adverse Effect” means any events, circumstances, development, change or
effect that, individually or in the aggregate with all other events, circumstances, developments,
changes and effects, has or could reasonably be expected to have: (i) a material adverse effect on the
Purchased Assets (taken as a whole) (excluding, however, any such effect arising out of or in


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connection with (a) the commencement or pendency of Sellers’ bankruptcy cases, (b) general
economic conditions, or (c) developments (including orders entered in connection with) any Action
brought or maintained by or against any Seller); or (ii) a material adverse effect on the ability of
Sellers to consummate the transactions contemplated by this Agreement.

                 “Me Inc. (or Mobility) Products” means the source and object code for the (i) Me Inc.
Platform, (ii) the Me Inc. Mobile Server, (iii) the Me Inc. Client Framework, (iv) Me Inc. Shout, (v)
Me Inc. MI4 time management, calendaring, and task management solution, (vi) Shout Hosted
Platform, (vii) Shout Postcard, and (viii) Vote/Shoutback, (ix) Grassroots, (x) Order Entry, (xi) SCO
Mobile Server, (xii) SCO Mobile Client Framework, (xiii) Edgeclick and (xiv) Edgeclick SDK, and
all related Technology, Intellectual Property and Products of Sellers, as of the Closing, but excluding
all Technology, Intellectual Property and Products relating to the OpenServer Business.

                “OpenServer” means all assets and business of Sellers, the Subsidiaries and the
Sellers’ Affiliates, relating to the design, manufacture, marketing, distribution, sale and related
operations and functions of Operating System Products (other than the Unix operating system), the
Layered Operating System Products and Hipcheck, and excluding the Me Inc. Products and the
Excluded Assets.

                “Order” means any order, injunction, judgment, decree, ruling, writ, assessment or
arbitration award of a Governmental Authority.

               “Ordinary Course of Business” means the ordinary and usual course of normal day-
to-day operations of the Business since the Petition Date.

              “Organizational Documents” means any certificate or articles of incorporation or
formation, memoranda of association, bylaws or other charter or other applicable organizational or
governing documents of any Person.

                 “Permits” means any approvals, authorizations, consents, licenses, permits or
certificates of a Governmental Authority.

                “Permitted Encumbrances” means (i) any Encumbrance relating to an Assumed
Liability, or which arises by operation of law or under a recorded documents, and which does not
materially detract from the value or utility of any Purchased Asset, and (ii) any other Encumbrances
which will be discharged (of from which the Purchased Assets will be sold free and clear) on or
before the Closing Date in connection with the Sale Order or any other orders or actions of the
Bankruptcy Court.

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

               “Products” means any and all products developed, manufactured, marketed or sold in
connection with the OpenServer Business and the Mobility Products.

               “Purchased Assets” means all or designated portions of the Assets for Sale selected
by Purchaser for purchase at Auction, as evidenced by Purchaser signing and attaching Exhibits A-1
and A-2, to denote the Assets for Sale it wishes to Purchase.


                                                  6
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                 “Registered Intellectual Property” means all Intellectual Property owned or
controlled by any Seller relating to the Purchased Assets that has been registered, or for which an
application for registration has been filed, with the United States Patent and Trademark Office, the
United States Copyright Office or any other Governmental Authority.

               “Reserve Price” means, with respect to each of the Assets for Sale, the minimum
Purchase Price (excluding Assumed Liabilities and Cure Amounts) therefor, as set forth in Exhibits
A-1 and A-2, and as provided for in the Bid Procedures Order.

               “Sellers’ Knowledge” means the actual knowledge of the Chief Executive and Chief
Operating Officers of the Debtors, without inquiry.

                 “Subsidiary” means any Person of which a majority of the outstanding voting
securities or other voting equity interests are owned, directly or indirectly, by SCO Group.

               “Tax Authority” means any federal, state, local or foreign government, or any
agency, instrumentality or employee thereof, charged with the administration of any Law relating to
Taxes.

               “Tax Return” means all returns, declarations, reports, estimates, information returns
and statements required to be filed in respect of any Taxes.

               “Taxes” means (i) all federal, state, local or foreign taxes, charges or other
assessments, including, without limitation, all net income, gross receipts, capital, sales, use, ad
valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding,
payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property
and estimated taxes; and (ii) all interest, penalties, fines, additions to tax or additional amounts
imposed by any Tax Authority in connection with any item described in clause (i).

                “Technology” means, with respect to the Purchased Assets, all inventions, works of
authorship, discoveries, developments, innovations, know-how, ideas, concepts, research and
development, information, formulae, compositions, methods, processes, techniques, data, designs,
models, drawings, schematics, specifications, blueprints, customer and supplier lists, pricing and cost
information, business and marketing plans and proposals, documentation and manuals, Computer
Software, Hardware, integrated circuits and integrated circuit masks, electronic, electrical and
mechanical equipment and all other forms of technology, including improvements, modifications,
works in progress, derivatives or changes, whether tangible or intangible, embodied in any form,
whether or not protectible or protected by patent, copyright, mask, work right, trade secret Law or
otherwise, and all notes, notebooks, reports, summaries, memoranda and other documentation and
materials recording any of the foregoing.

               “WARN” or “WARN Act” means the Worker Adjustment and Retraining
Notification Act of 1988, as amended, and any similar state Law, and the rules and regulations
thereunder.

               “Winning Bidder” means the Person approved pursuant to the Sale Order for
purchase of Assets for Sale.

            1.2   Terms Defined Elsewhere in this Agreement. Capitalized terms that are defined in


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this Agreement other than in Section 1.1 shall have the meanings given to them where they are
defined.

            1.3   Other Definitional and Interpretive Matters.

                (a)     Unless otherwise expressly provided, for purposes of this Agreement, the
following rules of interpretation shall apply:

                Calculation of Time Period. When calculating the period of time before which, within
which or following which any act is to be done or step taken pursuant to this Agreement, the date that
is the reference date in calculating such period shall be excluded. If the last day of such period is a
non-Business Day, the period in question shall end on the next succeeding Business Day.

                  Dollars. Any reference in this Agreement to $ shall mean U.S. dollars.

                Exhibits/Schedules. All Exhibits and Schedules annexed hereto or referred to herein
are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any
matter or item disclosed on one schedule shall be deemed to have been disclosed on each other
schedule only where such matter or item’s relevance is readily apparent on the face of such item.
Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be
defined as set forth in this Agreement.

              Gender and Number. Any reference in this Agreement to gender shall include all
genders, and words imparting the singular number only shall include the plural and vice versa.

                Headings. The provision of a Table of Contents, the division of this Agreement into
Articles, Sections and other subdivisions and the insertion of headings are for convenience of
reference only and shall not affect or be utilized in construing or interpreting this Agreement. All
references in this Agreement to any “Section” are to the corresponding Section of this Agreement
unless otherwise specified.

               Herein. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to
this Agreement as a whole and not merely to a subdivision in which such words appear unless the
context otherwise requires.

                  Including. The words such as “includes” and “including” mean “including without
limitation.”

                (b)    The Parties have participated jointly in the negotiation and drafting of this
Agreement and, in the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this
Agreement.




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                                       ARTICLE II
                         PURCHASE AND SALE OF PURCHASED ASSETS;
                            ASSUMPTION OF ASSUMED LIABILITIES

         2.1.     Purchase and Sale. On the terms and subject to the conditions set forth in this
Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Sellers, and Sellers
shall sell, transfer, assign, convey and deliver to Purchaser, all of Sellers’ right, title and interest in, to
and under the Purchased Assets, free and clear of liens and claims as provided in Section 363 of the
Bankruptcy Code; and Purchaser shall assume the Assumed Liabilities and pay the Cure Amounts.

        2.2.     Purchased Assets. The various components of Sellers’ tangible and intangible assets,
properties, interests and rights that are offered for sale pursuant to the Bid Procedures Order are
described in Exhibit A-1 and A-2, and are referred to collectively as the “Assets for Sale”. Exhibit
A-1 and A-2 also confirms reserve prices for all or the discrete categories of the Assets for Sale.
Purchaser has selected the particular Purchased Assets as identified by its signature on and
attachment of Exhibit A-1 and/or A-2 to this Agreement, and also agrees to assume and pay the
Assumed Liabilities to the extent and as provided in Section 2.4, below and to pay the Cure Amount
as provided for in Section 2.4 (c), below. Purchaser acknowledges and confirms that the Purchase
Price stated in this Agreement (excluding the Cure Amount) is an amount not less than the Reserve
Price established in Exhibit A-1 or A-2 for the Purchased Assets.

        2.3.   Excluded Assets. Nothing contained herein shall be deemed to sell, transfer, assign or
convey the Excluded Assets to Purchaser, and Sellers shall retain all right, title and interest to, in and
under the Excluded Assets. “Excluded Assets” shall mean the following Assets of Sellers:

                (a)     Sellers’ UnixWare Technology, Intellectual Property, Products and Business,
and all related Assets;

                 (b)     All Assets for Sale that are not included among the Purchased Assets;

                (c)    All cash, cash and other deposits and cash equivalents held by Sellers at the
time of the Closing (and interest or earnings thereon);

              (d)     All accounts and accounts receivable, and all related rights, Claims, interests
documents, proceeds and general intangibles;

                (e)     All refunds, rebates, credits, loss allocations and losses for Taxes (and all
related rights and claims) for any tax-reporting periods (or portions thereof) ending on or before the
Closing Date, and including and any interest due thereon or penalty rebate arising therefrom;

                 (f)     SCO Group’s Equity Interests in its Subsidiaries;

                 (g)     All Contracts of Sellers other than the Assumed Contracts;

                 (h)     All assets not assignable or transferable under applicable Laws;

                (i)     Any (i) confidential personnel and medical records pertaining to any
Employees not set forth on Schedule 5.22; (ii) other books and records relating solely to the
Excluded Assets or that Sellers are required by Law to retain or that Sellers determine are necessary
or advisable to retain including, without limitation, Tax returns, financial statements, and corporate

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1868953-7
or other entity filings; provided, however, that Purchaser shall have, to the extent allowed by
applicable Law, the right to make copies of any portions of such retained books and records that
relate to the Business or any of the Purchased Assets; (iii) information management systems of
Sellers, other than those used or useful in the conduct of the Business; (iv) minute books, stock or
membership interest records and corporate seals; and (v) documents relating to proposals to acquire
Assets or Equity Interests by Persons other than Purchaser;

                  (j)   All Sellers’ rights under this Agreement, including without limitation, the
Purchase Price;

                (k)      All Actions of Sellers arising under Bankruptcy Code Sections 506, 544-553,
inclusive, and all other Actions of Sellers against any third party (and without limiting the generality
of the foregoing, the Purchased Assets shall exclude all Actions relating to UnixWare, SCO Source
and similar assets or rights); and

                  (l)   All assets set forth on Schedule 2.3(l).

      2.4.     Assumed Liabilities. On the terms and subject to the conditions set forth in this
Agreement, at the Closing Purchaser shall assume irrevocably the following Liabilities of Sellers (the
“Assumed Liabilities”):

                  (a)   All Liabilities related to the Purchased Assets, as set forth in Schedule 2.4(a);

                  (b)   All executory obligations under the Assumed Contracts first arising after the
Closing; and

              (c)     All amounts payable under Section 365 of the Bankruptcy Code to cure
monetary defaults under the Assumed Contracts (the “Cure Amount”).

         2.5.    Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary,
except for the Assumed Liabilities specifically described in Section 2.4, Purchaser shall not assume,
be liable for, or have responsibility with respect to, and shall be deemed not to have assumed, be
liable for, or have any responsibility with respect to, any Liabilities of the Sellers, whether known or
unknown, absolute or contingent, accrued or unaccrued, due or to become due (collectively, the
“Excluded Liabilities”), which Excluded Liabilities include:

                 (a)     All Liabilities arising out of or relating to Excluded Assets, including
Liabilities first arising or accruing prior to Closing under Assumed Contracts other than Cure
Amounts;

             (b)     Any Contracts of the Subsidiaries and all Liabilities arising thereunder, other
than Assumed Contracts and related Liabilities,

                (c)      Except as provided in Article IX, all Liabilities with respect to all employee
benefit plans, policies, agreements and arrangements of the Sellers, including all employee plans, and
any Liability to or in respect of, or arising out of or in connection with, the employment by any of the
Sellers or cessation of employment with any of the Sellers of any employees or independent
contractors or former employees or independent contractors of any of the Sellers, including any
severance obligations that arise on or prior to the Closing Date;


                                                   10
1868953-7
                (d)    All Liabilities for (i) Taxes of Sellers (including all Liabilities for Taxes
relating to the Purchased Assets) for any Tax periods (or portions thereof) ending on or before the
Closing Date and (ii) Transfer Taxes;

                (e)    All Liabilities incurred in the Ordinary Course of Business and existing prior
to the filing of the Chapter 11 Cases that are subject to compromise under the Bankruptcy Code,
other than Purchaser’s obligation to pay any Cure Amount pursuant to Section 2.4(c);

                (f)     Any Debt of Sellers; and

               (g)    All other Liabilities, accrued expenses or accounts payable of Sellers arising
from or associated with the Business or the Purchased Assets arising from events, facts or
circumstances occurring before the Closing, except to the extent expressly identified as an Assumed
Liability.

         2.6.    Certain Subsidiaries. The parties acknowledge that a portion of the Assets for Sale
are presently owned and/or held by the foreign Subsidiaries listed on Schedule 2.6. At the Closing,
the Sellers shall transfer to Purchaser all equity and other interests in those Subsidiaries. The Parties
acknowledge that such Subsidiaries hold cash and other Excluded Assets and may be subject to
Liabilities that would be not be Assumed Liabilities, and therefore agree that by reason of such
transfer, the Purchase Price payable under Section 3.1 shall also be appropriately adjusted upward or
downward to reflect the difference between (a) any cash and cash equivalents (giving effect to any
tax consequences, restrictions or other limitations on the use or distribution of that cash at Closing to
a U.S. corporate parent) held by a Subsidiary so transferred, and (b) any Liabilities (other than
Assumed Liabilities) of that Subsidiary.

                                            ARTICLE III
                                          CONSIDERATION

        3.1      Purchase Price; Reserve Amounts. The total purchase price for the Purchased Assets
(the “Purchase Price”) will be the sum of the Cure Amounts to be paid at Closing, plus $__________
(it being a requirement of the Bid Procedures Order that the amount to be completed by Purchaser in
the space above will be no less than the Reserve Price for the Purchased Assets, as described in
Exhibits A-1 and A-2), and plus the Assumed Liabilities. The Purchase Price stated herein will be
subject to confirmation in the Sale Order. The Purchase Price plus the Cure Amounts and less the
Escrow Funds paid to Sellers as a deposit hereunder, will be paid in immediately available funds at
Closing to an account designated by Sellers. Purchaser will pay the Cure Amount at Closing as
directed in the Sale Order. Purchaser will also pay the Assumed Liabilities when due.

        3.2     Purchase Price Deposit. Pursuant to the terms of this Agreement, upon execution of
this Agreement by Purchaser, Purchaser will deposit with Berger Singerman, P.A., in its capacity as
escrow agent (the “Escrow Agent”), by wire transfer of immediately available funds, a sum equal to
10% of the Purchase Price as stated above (excluding the Cure Amount), (the “Escrow Funds”). The
Escrow Funds will be deposited initially to the escrow account in accordance with wire transfer
instructions attached as Schedule 3.2. Escrow Agent will hold the Escrow Funds in an interest-
bearing account if Purchaser provides Escrow Agent with a completed IRS form W-9. The Escrow
Funds will be released by Escrow Agent and delivered to either Purchaser or Sellers in accordance
with the provisions of this Agreement. Pursuant to this Agreement, the Escrow Funds (together with
all accrued investment income or interest thereon) shall be distributed as follows:


                                                   11
1868953-7
                (a)    if the Closing occurs, the Escrow Funds shall be applied towards the Purchase
Price payable by Purchaser to Sellers, and all accrued investment income or interest thereon shall be
delivered to Purchaser at the Closing;

                (b)      if this Agreement is terminated by Sellers due to a breach by Purchaser
pursuant to Section 4.4(e), the Escrow Funds, together with accrued investment income or interest,
shall be released to Sellers;

                (c)     if this Agreement is terminated for any reason other than default by Purchaser
pursuant to Section 4.4(e), the Escrow Funds, together with all accrued investment income or interest
thereon, shall be returned to Purchaser.

                 (d)     The Escrow Agent represents the Sellers and their Affiliates, and shall be
entitled to continue to do so, including in connection with any interpleader proceeding relating to the
Escrow Funds. The Escrow Agent, in its capacity as such, shall act in accordance with the terms set
forth in an Escrow Agreement to be executed simultaneously with this Agreement.

        3.3     Purchaser Ability to Perform. In connection with the filing of the Sales Order,
Purchaser will demonstrate to the reasonable satisfaction of the Sellers and the Bankruptcy Court,
that Purchaser is, as of the hearing on the Sales Order, prepared to close and pay the Purchase Price
at Closing, and provide adequate assurance of future performance under the Assumed Contracts.

                                            ARTICLE IV
                                     CLOSING AND TERMINATION

       4.1.     Closing Date. Subject to the satisfaction of the conditions set forth in Sections 10.1,
10.2 and 10.3 hereof (or the waiver thereof by the Party entitled to waive that condition): the closing
of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities
provided for in Article II hereof (collectively, the “Closing”) shall take place at or prior to 5:00 p.m.
local Miami, Florida time on the Business Day selected by Purchaser that is on or after the fifth
Business Day after the Sale Order is entered; and in any event by no later than April 30, 2009. The
Closing shall take place at the offices of Berger Singerman, P.A., 200 South Biscayne Boulevard,
Suite 1000, Miami, Florida 33131 (or at such other place as the Parties may designate in writing).
The date on which the Closing shall be held is referred to in this Agreement as the “Closing Date.”
For purposes of determining what constitutes Purchased Assets, the Closing shall be deemed to have
occurred at 11:59 p.m. local time as of the place of Closing on the Business Day prior to the Closing
Date.

            4.2.   Deliveries by Sellers. At the Closing, Sellers shall deliver to Purchaser:

                   (a)     a bill of sale in the form of attached hereto as Exhibit B, duly executed by
Sellers;

               (b)     an assignment and assumption agreement in the form attached hereto as
Exhibit C, duly executed by the Sellers;

               (c)    an assignment and assumption of lease for each of the Facilities included
among the Purchased Assets, if any, in the form attached hereto as Exhibit D, with such
modifications as are necessary to properly describe each such Facility (collectively, the “Lease


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1868953-7
Assignments”), duly executed by the applicable Seller that holds the leasehold interest as tenant in
each such Facility;

                (d)     to the extent that Company Technology is a Purchased Asset, duly executed
assignments of (i) any patents, patent applications, registered trademarks and applications for
trademark registration owned by any Seller that are included in such Company Technology, in forms
suitable for recording in the United States Patent and Trademark Office, (ii) any copyright
registrations and applications for copyright registration owned by any Seller that are included in such
Company Technology, in forms suitable for recording in the United States Copyright Office and (iii)
any domain name registrations and applications for domain name registration owned by any Seller
that are included in such Company Technology, in forms suitable for transfer of such domain names;

              (e)    a certificate signed by an authorized officer of Sellers on behalf of all Sellers,
dated the Closing Date, certifying that the conditions set forth in Section 10.1(a)-(f) have been
satisfied;

               (f)    a copy of all orders of the Bankruptcy Court pertaining to the transactions
contemplated herein, including the Sale Order, in the form attached as Exhibit F, with such
modifications mutually acceptable to Sellers and Purchaser in their respective sole discretion;

               (g)     a closing statement mutually acceptable to Sellers and Purchaser (the
“Closing Statement”), duly executed by Sellers; and

              (h)    all other instruments of conveyance and transfer, in form and substance
reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to
Purchaser.

            4.3.   Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Sellers:

               (a)   the Purchase Price (less the Escrow Funds) in immediately available funds
and evidence of payment of the Cure Amount in immediately available funds;

               (b)     an assignment and assumption agreement in the form attached hereto as
Exhibit C, duly executed by Purchaser;

                   (c)    the Lease Assignments, if applicable, duly executed by Purchaser;

                (d)      a certificate signed by an authorized officer of Purchaser, dated the Closing
Date, certifying that the conditions set forth in Section 10.2(a)-(b) have been satisfied;

                   (e)    the Closing Statement, duly executed by Purchaser; and

               (f)     all other instruments of conveyance and transfer, in form and substance
reasonably acceptable to Sellers, as may be necessary to convey the Purchased Assets to Purchaser.

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

                   (a)    by mutual written consent of Sellers and Purchaser;



                                                     13
1868953-7
                (b)     if the Sale Order is validly and effectively stayed by Court order pending a
timely-filed appeal;

                (c)    by Purchaser, if any of the conditions to the obligations of Purchaser set forth
in Sections 10.1 and 10.3 shall have become incapable of fulfillment other than as a result of a breach
by Purchaser of any covenant or agreement contained in this Agreement, and such condition is not
waived by Purchaser;

                (d)     by Purchaser, if there shall be a breach by any Seller of any representation or
warranty, or any covenant or agreement contained in this Agreement, which would result in a failure
of a condition set forth in Section 10.1 or 10.3, and which breach cannot be cured or has not been
cured by the earlier of (i) 7 Business Days after the giving of written notice by Purchaser to such
Seller of such breach and (ii) the Termination Date;

                (e)    by Sellers, if any condition to the obligations of Sellers set forth in Sections
10.2 and 10.3 shall have become incapable of fulfillment other than as a result of a breach by any
Sellers of any covenant or agreement contained in this Agreement, and such condition is not waived
by Sellers;

                (f)      by Sellers, if there shall be a breach by Purchaser of any representation or
warranty, or any covenant or agreement contained in this Agreement, which would result in a failure
of a condition set forth in Section 10.2 or 10.3, and which breach cannot be cured or has not been
cured by the earlier of (i) 7 Business Days after the giving of written notice by Sellers to Purchaser of
such breach and (ii) the Termination Date;

                (g)   by either Purchaser or Seller if any Governmental Authority (other than the
Bankruptcy Court) having competent jurisdiction issues a final and non-appealable order, decree or
ruling restraining, enjoining or otherwise prohibiting the transactions contemplated by this
Agreement;

               (h)      by Purchaser if (i) the Bidding Procedures Order, in form and content
acceptable to Purchaser in its reasonable discretion, is not entered by the Bankruptcy Court on or
before March 1, 2009, or (ii) the Sale Order, in form and content acceptable to Purchaser in its
reasonable discretion, is not entered by the Bankruptcy Court on or before April 17, 2009; or

               (i)     by Purchaser or Sellers, if the Closing shall not have occurred by the close of
business on April 30, 2009 (the “Termination Date”); provided that, any delay was not caused by any
party seeking such termination or by the failure of any such party to comply with any provision of
this Agreement.

        4.5.    Procedure Upon Termination. In the event of termination by Purchaser or Sellers, or
both, pursuant to Section 4.4 hereof, written notice thereof shall forthwith be given to the other Party
or Parties, and this Agreement shall terminate, and the purchase of the Purchased Assets hereunder
shall be abandoned, without further action by Purchaser or Sellers. If this Agreement is terminated
as provided herein each Party shall use reasonable efforts to destroy or redeliver all documents, work
papers and other material of any other Party relating to the transactions contemplated hereby,
whether so obtained before or after the execution hereof, to the Party furnishing the same; and the
same shall remain subject to the confidentiality provisions set forth in Section 4.6(g) below.



                                                   14
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            4.6.   Effect of Termination.

                (a)     In the event that this Agreement is validly terminated as provided herein, then
each of the Parties shall be relieved of its duties and obligations arising under this Agreement
effective on the date of such termination and such termination shall be without liability to Purchaser
or Sellers; provided, however, that the obligations of the parties set forth in this Section 4.6 and
Section 8.7 hereof shall survive any such termination and shall be enforceable hereunder.

                 (b)    If this Agreement is terminated the Escrow Funds shall be released to the
appropriate Party pursuant to Section 3.2 above and once Escrow Agent has delivered the Escrow
Funds as provided in Section 3.2 above, Escrow Agent shall be released of all obligations hereunder
with respect to such Escrow Funds (including investment income or interest, if any) and/or in respect
of its role as Escrow Agent.

                 (c)    If this Agreement is terminated due to breach by Purchaser, Sellers shall be
entitled to receive the Escrow Funds as liquidated damages and not as a penalty as Sellers’ sole and
exclusive remedy as a result of such a termination.

                 (d)     The Confidentiality Agreement as previously executed by the Parties shall
survive any termination of this Agreement and nothing in this Section 4.6 shall relieve Purchaser or
Sellers of their respective obligations under the Confidentiality Agreement.

         4.7    Back-Up Contract. Notwithstanding the foregoing, if the Sale Order provides for sale
of any Assets for Sale to another Person, and this Agreement is the second highest offer for the
Purchased Assets covered hereby, the Purchaser agrees that this Agreement will not terminate, and
that Purchaser’s bid, evidenced by this Agreement, will stand as a back-up bid and standby
agreement for sale and purchase of the Purchased Assets on the terms and for the Purchase Price
stated herein. Under such circumstances, the Escrow Funds will continue to be retained on deposit by
Escrow Agent. If the alternative transaction ordered by the Sale Order fails for any reason to close
within the time projected for such closing in the Sale Order, and subject to further order of the
Bankruptcy Court as may be sought by Debtors, Closing on the sale of the Purchased Assets and
assumption of the Assumed Liabilities pursuant to this Agreement will occur within 3 Business Days
after the scheduled closing date for the alternative transactions.

                                       ARTICLE V
                       REPRESENTATIONS AND WARRANTIES OF SELLERS

        To induce Purchaser to enter into and perform this Agreement and to consummate the
transactions contemplated hereby, each Seller hereby jointly and severally represents and warrants to
Purchaser as follows (and subject to exceptions as listed in the attached Schedules, the Parties
agreeing that only Schedules pertaining to the Purchased Assets subject to this Agreement will be so
attached):

         5.1.    Organization. Schedule 5.1(a) sets forth for each Seller its name and jurisdiction of
organization. Each Seller is (a) duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization and (b) is duly qualified to do business and in good standing in
each jurisdiction in which it owns or leases Real Property and in each other jurisdiction in which the
failure to so qualify has not had and is not reasonably likely to have a Material Adverse Effect.



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         5.2.   Authorization. Assuming entry of the Sale Order, the execution, delivery and
performance by each Seller of this Agreement and each other agreement, document, instrument or
certificate to be executed by any Seller in connection with the consummation of the transactions
contemplated by this Agreement (the “Seller Documents”), have been duly authorized by all
necessary action on the part of each Seller. This Agreement and each Seller Document has been (or,
in the case of Seller Documents to be entered into at or prior to the Closing, will be) duly executed
and delivered by each Seller and is (or, in the case of Seller Documents to be entered into at or prior
to the Closing, will be) a legal, valid and binding obligation of such Seller, enforceable against each
such Seller in accordance with its terms.

        5.3.     Authorization of Governmental Authorities. Except for the Sale Order and as
disclosed on Schedule 5.3 (collectively, “Required Approvals”), no action by (including any
authorization, consent or approval), or in respect of, or filing with, any Governmental Authority, is
required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and
performance by any Seller of this Agreement and each Seller Document to which it is (or will be) a
party or (b) the consummation of the transactions contemplated hereby or thereby by each Seller.

         5.4.   Capitalization; Ownership. As of the date of this Agreement, the entire authorized
capital stock of each Seller is as set forth on Schedule 5.4(a). All of the outstanding shares of capital
stock of each Seller have been duly authorized, validly issued, and are fully paid and non-assessable.
None of the Sellers has violated the Securities Act of 1933, as amended, any state “blue sky” or
securities laws, any other similar Legal Requirement or any preemptive or other similar rights of any
Person in connection with the issuance or redemption of any of its Equity Interests. All of the
outstanding Equity Interests in each of the Subsidiaries are set forth on Schedule 5.4(b) and are
validly issued, fully paid and non-assessable. Seller is the beneficial owner (and Seller or its
Subsidiaries listed on Schedule 5.4(b) is the record owner) of all of the Equity Interests in the
Subsidiaries and hold such Equity Interests free and clear of all Encumbrances except as are imposed
by applicable securities Laws.

            5.5.   Financial Statements.

                   (a)    Financial Statements. Attached to Schedule 5.5 are copies of each of the
following:

                       (i)     the audited consolidated balance sheet of the Sellers as of October
 31, 2008 (respectively, the “Most Recent Balance Sheet,” and the “Most Recent Balance Sheet
 Date”), October 31, 2007 and October 31, 2006, and the related audited consolidated statements of
 income, cash flow and changes in stockholders’ equity of the Sellers for such fiscal years,
 accompanied by any notes thereto and the report of Tanner LC (collectively, the “Audited
 Financials”);

                        (ii)    the unaudited consolidated balance sheet of the Sellers for the most
 recently completed fiscal quarters and the related unaudited consolidated statement of income, cash
 flow and changes in stockholders’ equity of the Sellers for such quarters (the “Interim Financials”);
 and

                      (iii) monthly unaudited financial statements of the Sellers in the form
 customarily prepared by management for internal use for each complete month from the Most



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1868953-7
 Recent Balance Sheet Date through the date of this Agreement (the “Monthly Financials,” and
 together with the Audited Financials and Interim Financials, collectively the “Financials”).

                 (b)     Compliance with GAAP, etc. Except as disclosed on Schedule 5.5, the
Financials (including any notes thereto) (a) are complete and correct and were prepared in
accordance with the books and records of the Sellers, (b) have been prepared in accordance with
GAAP, consistently applied (subject, in the case of the unaudited Financials, to normal year-end
audit adjustments, the effect of which will not, individually or in the aggregate, be materially adverse
and the absence of notes) and (c) fairly present in all material respects the consolidated financial
position of the Sellers as at the respective dates thereof and the consolidated results of the operations
of the Sellers and changes in financial position for the respective periods covered thereby.

        5.6     Assets for Sale. Each Seller has good and marketable title to, or, in the case of
property held under a lease, license or other Contractual Obligation, an enforceable leasehold interest
or license in, or right to use, the Assets for Sale. To Sellers’ Knowledge, the Assets for Sale are
subject to Encumbrances as described in Schedule 5.6 (a).

            5.7   Real Property.

                (a)     Schedule 5.7 (a) sets forth a list of all real property owned by each of the
Sellers and specifies the Sellers which occupy such property if different from the owners and
describes each leasehold interest in real property leased, subleased by, licensed or with respect to
which a right to use or occupy has been granted to or by any Seller (such leased Real Property
together with such owned Real Property, the “Real Property”), and specifies the lessor(s) of such
leased property, the Seller occupying such leased property, and identifies each lease or any other
Contractual Obligation under which such property is leased (the “Real Property Leases”). Except as
described on Schedule 5.7(a) there are no written or oral subleases, licenses, concessions, occupancy
agreements or other Contractual Obligations granting to any other Person the right of use or
occupancy of the Real Property and there is no Person (other than any Seller and any lessor(s) of
leased Real Property) in possession of the leased Real Property. With respect to each Real Property
Lease that is a sublease, to the Sellers’ Knowledge, the representations and warranties set forth in
Section 5.7(b) are true and correct with respect to the underlying lease.

                (b)     The Real Property Leases do not impose material restrictions on any portion
of the Business other than radius or use restrictions described on Schedule 5.7 that do not materially
interfere with the Business. No Seller is obligated to pay any leasing or brokerage commission as a
result of the transactions contemplated hereby. There is no pending or, to Sellers’ Knowledge,
threatened eminent domain taking affecting any of the Real Property. The Sellers have delivered to
Purchaser true, correct and complete copies of the Real Property Leases including all amendments,
modifications, notices or memoranda of lease thereto and all estoppel certificates or subordinations,
non-disturbance and attornment agreements related thereto in Sellers’ possession, if any.

                (c)     To Sellers’ Knowledge, none of the Facilities currently existing on the Real
Property encroaches upon the real property of any other Person, and no facility of any other Person
encroaches upon the Real Property. To Sellers’ Knowledge, each Facility is supplied with utilities
and other services (including gas, electricity, water, drainage, sanitary sewer, storm sewer, fire
protection and telephone) necessary for the operation of such Facility as the same is currently
operated or currently contemplated to be operated; and each parcel of Real Property abuts on, and has
direct vehicular access to, a public road, or has access to a public road via a permanent irrevocable


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1868953-7
appurtenant easement benefiting the parcel of Real Property, in each case, to the extent necessary for
the conduct of the Business.

                (d)     To Sellers’ Knowledge, all Permits necessary in connection with the
construction upon, and current and currently contemplated use and operation of, the Real Property
and the lawful occupancy thereof have been issued by the appropriate Governmental Authorities.
The current and currently contemplated use of the Real Property is, to Sellers’ Knowledge in all
material respects, in accordance with the certificates of occupancy relating thereto and the terms of
any such Permits. To Sellers’ Knowledge, the Real Property and its current and currently
contemplated use, occupancy and operation by the Sellers and the Facilities located thereon do not (i)
constitute a nonconforming use under any applicable building, zoning, subdivision or other land use
or similar Legal Requirements or (ii) otherwise violate or conflict with any covenants, conditions,
restrictions or other Contractual Obligations, including the requirements of any applicable
Encumbrance.

        5.8     Equipment. All Equipment including among the Assets for Sale is, in all materials
respects to Sellers’ Knowledge, (a) adequate and suitable for its present and intended uses, (b) in
working order, operating condition and state of repair, (c) without known material defects and (d)
maintained in accordance with normal Seller practice.

       5.9     Intellectual Property. Except as set forth on Schedule 5.9 (a) (as to the OpenServer
Business) or Schedule 5.9 (b) (as to the Mobility Products):

                (a)     Sellers are the sole owners of or have the sole right to use all Company
Technology.

                 (b)     Schedule 5.9(a) (as to the OpenServer Business) or Schedule 5.9 (b) (as to
Mobility Products) sets forth a true, accurate and complete list of all Registered Intellectual Property,
and identifies each trade name, trade dress and unregistered trademark or service mark used by any
Seller in or in connection with the Business or the Company Technology. To Sellers’ Knowledge, all
items of Registered Intellectual Property are currently in compliance with formal Legal
Requirements (including, without limitation, as applicable, payment of filing, examination, issue,
registration and maintenance fees, proof of working or use, timely post-registration filing of
affidavits of use or incontestability and renewal applications); are not subject to any maintenance
fees or Taxes or Actions falling due within 90 days after the Closing; and are valid, enforceable,
subsisting, unexpired and have not been abandoned or canceled.

                 (c)     Schedule 5.9(a) or (b), as applicable, sets forth a true, accurate and complete
list of all licenses, sublicenses and other agreements or arrangements pursuant to which any Seller
has been granted a right or license to any Licensed Intellectual Property for use in or in connection
with the Assets for Sale (“Intellectual Property Licenses”). Except as disclosed on Schedule 5.9(a) or
(b), there are no royalties for the use of any such Licensed Intellectual Property.

                (d)     Each of the Intellectual Property Licenses is a legal, valid and binding
obligation of each of the parties thereto, to Sellers’ Knowledge, enforceable in accordance with its
terms; to Sellers’ Knowledge, no party to such Intellectual Property License is in material breach or
default, and no event has occurred which with notice or lapse of time would constitute such a breach
or default or permit termination, thereunder; and no notice of default with respect to any such
Intellectual Property License has been sent or received by any Seller.


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1868953-7
               (e)    Upon Closing, all Company Technology included among the Purchased
Assets will be owned or available for use by Purchaser upon terms and conditions identical to those
under which Sellers owned or used such Company Technology immediately prior to the Closing.

               (f)     (i) Except as set forth on Schedule 5.9(f), no Computer Software included
within Company Technology has been delivered or made available to any third party in source code
form, and no Seller has agreed to or undertaken to provide any such Computer Software in source
code form to any third party; and (ii) there are no third parties entitled to: (A) be enrolled as a
beneficiary under a technology escrow arrangement or otherwise with respect to the source code for
any such Computer Software or (B) receive the source code for any such Computer Software
(including without limitation, receiving the source code as a result of an event (including a change of
control of ownership of any Seller, bankruptcy of any Seller or otherwise) under an escrow
arrangement or otherwise.

                (g)    To Sellers’ Knowledge, the Company Technology does not contain any
viruses, time-bombs, key-locks or any other devices that could disrupt or interfere with the operation
of the Company Technology or the integrity of the data, information or signals produced by the
Company Technology in a manner that could be adverse to a user of the Company Technology.

                 (h)    To Sellers’ Knowledge, substantially all Products made, used, or licensed
under any patents that are part of the Company Technology are properly marked with patent notices,
and all Products and other materials that use any trademark or service mark that is part of the
Company Technology bear proper trademark notices. To Sellers’ Knowledge, substantially all works
that are part of the Company Technology and provided or published to third parties are marked with
proper copyright notices.

                (i)     Except as set forth in Schedule 5.9(i), all current and former employees and
contractors of any Seller or Predecessor who contributed to the Company Technology in any way
have executed enforceable Contractual Obligations that assign to such Seller all the respective rights,
including Intellectual Property, to any inventions, improvements, discoveries or information relating
to the OpenServer Business or Mobility Products, as applicable.

                 (j)    Except as set forth in Schedule 5.9(j), none of the Company Technology
constitutes or is dependent on any open source computer code, and none of the Company Technology
is subject to any license or other Contractual Obligation that would require the Sellers to divulge to
any Person any source code or trade secret that is part of the Company Technology.

        5.10 Permits. Each Seller has been duly granted all Permits under all material Legal
Requirements necessary for the conduct of the OpenServer Business as currently conducted and
contemplated to be conducted. Schedule 5.10 describes each Permit affecting, or relating to, the
OpenServer Business. Except as disclosed on Schedule 5.10, to Sellers’ Knowledge, the Permits are
valid and in full force and effect, and no Seller is in breach or default under any such Permit, and, to
the Sellers’ Knowledge, no basis exists which, with notice or lapse of time or both, would constitute
any such breach, violation nor default and, to Sellers’ Knowledge and subject to Purchaser’s
performance of any requirements on its behalf to be performed, the Permits will continue after
Closing to be valid and in full force and effect as to those portions of the Purchased Assets to which
the Permit relate.

            5.11   Tax Matters.


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1868953-7
               (a)     Each Seller has timely filed all Tax Returns required to be filed by it in
accordance with all Legal Requirements. To Sellers’ Knowledge, all such Tax Returns were true,
correct and complete in all respects, and all Taxes owed by each Seller have been timely paid in full.

                (b)     Each Seller has deducted, withheld and timely paid to the appropriate
Governmental Authority all Taxes required to be deducted, withheld or paid in connection with
amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third
party, and each Seller has complied with all reporting and recordkeeping requirements.

            5.12   Employee Benefit Plans.

                (a)     Schedule 5.12 lists all Employee Plans as to which any Seller sponsors,
maintains, contributes or is obligated to contribute, or under which any Seller has or may have any
Liability, or which benefits any current or former employee, director, consultant or independent
contractor of any Seller or the beneficiaries or dependents of any such Person.

             (b)     All material required contributions to, and premium payments on account of,
each Employee Plan have been made on a timely basis.

                (c)     There is no pending or, to the Sellers’ Knowledge, threatened, Action relating
to an Employee Plan, other than routine claims in the Ordinary Course of Business for benefits
provided for by the Employee Plans. No Employee Plan is or, within the last six years, has been the
subject of an examination or audit by a Governmental Authority, is the subject of an application or
filing under, or is a participant in, a government-sponsored amnesty, voluntary compliance, self-
correction or similar program.

                (d)     Except as required under Section 601 et seq. of ERISA, no Employee Plan
provides benefits or coverage in the nature of health, life or disability insurance following retirement
or other termination of employment.

        5.13 Environmental Matters. Except as set forth in Schedule 5.13, the Sellers are and have
been to Sellers’ Knowledge in compliance in all material respects with all Environmental Laws.

        5.14 Contracts. To Sellers’ Knowledge, Sellers’ Contractual Obligations (in addition to
this Agreement) are as disclosed on Schedule 5.14 (a) with respect to the OpenServer Business, or
are as disclosed on Schedule 5.14 (b) with respect to the Mobility Products. To Sellers’ Knowledge,
no Seller or other party to any Contractual Obligations is in material breach or violation of, or default
under, or has repudiated any provision of, any such Contractual Obligations.

        5.15 Customer and Suppliers. Schedule 5.15 (a) (with respect to the OpenServer
Business) or Schedule 5.15 (b) (with respect to Mobility Products), as applicable, sets forth the
complete and accurate list of (a) the ten largest customers of the Sellers (measured by aggregate
billings) during the fiscal year ended on the Most Recent Balance Sheet Date, indicating the existing
Contractual Obligations for each such customer by product or service provided and (b) the ten largest
suppliers of materials, products or services to the Sellers (measured by the aggregate amount
purchased by the Sellers) during the fiscal year ended on the Most Recent Balance Sheet Date,
indicating the Contractual Obligations for continued supply from each such supplier.




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1868953-7
        5.16 Employees. Except as disclosed on Schedule 5.16, there are no labor troubles
(including any work slowdown, lockout, stoppage, picketing or strike) pending, or to the Sellers’
Knowledge, threatened between any Seller, on the one hand, and its employees on the other hand,
and there have been no such troubles since January 1, 2006. Except as set forth on Schedule 5.16, (a)
no employees of any Seller are represented by a labor union, (b) no Seller is a party to, or otherwise
subject to, any collective bargaining agreement or other labor union contract, (c) no petition has been
filed or proceeding instituted by an employee or group of employees of any Seller with any labor
relations board seeking recognition of a bargaining representative and (d) there is no organization
effort currently being made of threatened by, or on behalf of, any labor union to organize employees
of any Seller and no demand for recognition of employees of any Seller has been made by, or ob
behalf of, any labor union.

         5.17 Litigation; Government Orders. Except as set forth on Schedule 5.17, there is no
Action to which any Seller is a party (either as plaintiff or defendant or otherwise) or to which its
Assets or the Business are subject pending, or to the Sellers’ Knowledge, threatened, which affect
any Seller or its ownership of, or interest in, any material Purchased Asset or the use or exercise by
any Seller of any material Purchased Asset or the Business. Except as disclosed on Schedule 5.17, to
Sellers’ Knowledge, no Government Order has been issued which is applicable to, or otherwise
affects, any Seller or its Assets or the Business.

            5.18   Product Warranties; Defects; Liability.

                (a)    Except as disclosed in Schedule 5.18 (and except for the other Liabilities for
which there is a reserve which meets the standards described in the following sentences), to Sellers’
Knowledge, each Product is, and at all times has been, (a) in substantial compliance with all
applicable Legal Requirements, (b) fit for the ordinary purposes for which it is intended to be used
and, except as disclosed in Schedule 5.18 and otherwise to Sellers’ Knowledge, in substantial
conformity with any and all Contractual Obligations express and implied warranties, promises and
affirmations of fact made by Sellers.

                 (b)     Except as disclosed in Schedule 5.18, no Product is subject to any material
guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale,
lease of license. Schedule 5.18 includes a summary of the standard terms and conditions of sale,
lease or license for the Sellers (including applicable guaranty, warranty, and indemnity provisions).

        5.19 Insurance. Schedule 5.19 sets further a list of insurance policies, including policies
by which Sellers, or any of their Assets, employees, officers or directors or the Business has been
insured since January 1, 2002 (the “Liability Policies”) and, with respect to such Liability Policies
under which the Sellers, or any of their Assets, employees, officers or directors of the Business is
currently insured (the “Current Liability Policies”). Schedule 5.19 includes for each Liability Policy
the type of policy, form of coverage, policy number and name of insurer and expiration date. Sellers
have delivered to Purchaser true, accurate and complete copies of all Liability Policies, in each case,
as amended or otherwise modified and currently in effect. Schedule 5.19 describes any self-
insurance arrangements affecting Sellers.

       5.20 No Brokers. No Seller has any Liability of any kind to, or is subject to any claim of,
any broker, finder or agent in connection with the transactions contemplated hereby other than those
which will be borne by Sellers.



                                                     21
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                                      ARTICLE VI
                     REPRESENTATIONS AND WARRANTIES OF PURCHASER


                   Purchaser hereby represents and warrants to Sellers that:

        6.1.   Organization and Good Standing. Purchaser is a __________duly organized, validly
existing and in good standing under the laws of the State of _____________ and has all requisite
corporate power and authority to own, lease and operate its properties, to carry on its business as
currently conducted and contemplated to be conducted and to perform its obligations under this
Agreement and the Purchaser Documents.

        6.2.    Authorization of Agreement. Purchaser has full ________ power and authority to
execute and deliver this Agreement and each other agreement, document, instrument or certificate to
be executed by Purchaser in connection with the consummation of the transactions contemplated by
this Agreement (the “Purchaser Documents”), to perform its obligations hereunder and thereunder
and to consummate the transactions contemplated hereby and thereby. The execution and delivery
by Purchaser of this Agreement and the Purchaser Documents and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by all requisite corporate
action on behalf of Purchaser. This Agreement has been, and each Purchaser Document will be at or
prior to the Closing, duly executed and delivered by Purchaser and (assuming the due authorization,
execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each
Purchaser Document when so executed and delivered will constitute, the legal, valid and binding
obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms.

            6.3.   Conflicts; Consents of Third Parties.

                (a)      None of the execution and delivery by Purchaser of this Agreement or the
Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or
compliance by Purchaser with any of the provisions hereof or thereof will conflict with, or result in
any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a
right of termination or cancellation under any provision of (i) Purchaser’s Organizational Documents,
(ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties are
bound or (iii) any applicable Law.

                 (b)      Except for the consent of the Bankruptcy Court under the Bidding Procedures
Order and the entry of the Sale Order, no consent, waiver, approval, Order, Permit or authorization
of, or declaration or filing with, or notification to, any Person or Governmental Authority is required
on the part of Purchaser in connection with the execution and delivery of this Agreement or the
Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the
consummation of the transactions contemplated hereby without any material delay, the performance
by Purchaser of its obligations hereunder, or the taking by Purchaser of any other action
contemplated hereby.

        6.4.   Litigation. There are no Actions pending or, to the knowledge of Purchaser,
threatened against Purchaser, or to which Purchaser is otherwise a party before any Governmental
Authority, which, if adversely determined, would reasonably be expected to have a Purchaser
Material Adverse Effect. For the purposes of this Agreement, “Purchaser Material Adverse Effect”
means a material adverse effect on the ability of Purchaser to (i) consummate the transactions


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1868953-7
contemplated hereby or by the Purchaser Documents without any material delay or (ii) perform their
respective obligations under this Agreement or the Purchaser Documents. Purchaser is not subject to
any Order of any Governmental Authority except to the extent the same would not reasonably be
expected to have a Purchaser Material Adverse Effect.

        6.5.    No Brokers. Purchaser has no Liability to any broker, finder or agent in connection
with the transactions contemplated hereby other than those which will be borne by Purchaser.

        6.6.    Financial Capability. Purchaser (i) has, based on existing commitments, sufficient
funds available to pay the Purchase Price subject to the terms of Article III and any expenses incurred
by Purchaser in connection with the transactions contemplated by this Agreement, (ii) has, based on
existing commitments, the resources and capabilities (financial or otherwise) to perform its
obligations hereunder and (iii) has not incurred any obligation, commitment, restriction or Liability
of any kind, that would impair or adversely affect such resources and capabilities or could reasonable
be expected to have a Purchaser Material Adverse Effect.

       6.7.     Adequate Assurances Regarding Executory Contracts. Purchaser is and will be
capable of satisfying the conditions and requirements contained in Section 365(b)(1)(C) and 365(f) of
the Bankruptcy Code, the Sale Order, this Agreement and the other Seller Documents with respect to
the Assumed Contracts.

                                        ARTICLE VII
                                 BANKRUPTCY COURT MATTERS

        7.1.     Bankruptcy Actions. Sellers have filed with the Bankruptcy Court a motion seeking,
among other things, entry of an order approving certain bidding procedures for alternative offers for
the Purchased Assets, which order shall be substantially in the form attached hereto as Exhibit G or
otherwise acceptable to Seller and Purchaser (the “Bidding Procedures Order”). Sellers shall conduct
the Auction as provided in the Bidding Procedures Order. On or immediately after the Auction Date,
Sellers shall file with the Bankruptcy Court a motion or motions (the “Sale Motion”) seeking among
other things the entry of the Sale Order. The “Sale Order” shall be an order in the form attached
hereto as Exhibit H, with such modifications mutually acceptable to Sellers and Purchaser in their
sole respective discretion, and shall include provisions covering, among other things (i) approving
the sale of the Purchased Assets to the successful bidder at the Auction, free and clear of all
Encumbrances (other than Permitted Encumbrances) whatsoever under Section 363 of the
Bankruptcy Code and any other applicable sections of the Bankruptcy Code on the terms and
conditions set forth in this Agreement, or such higher and better terms and conditions offered at the
Sale Hearing, and authorizing Sellers to proceed with this transaction; (ii) stating that any objections
timely filed with respect to the sale of the Purchased Assets, which have not been withdrawn, are
overruled or the interests of such objections have been otherwise satisfied or adequately provided for
by the Bankruptcy Court, (iii) finding that the Purchase Price as established at the Auction represents
fair value for the Purchased Assets, (iv) finding that the sale is in the best interests of Sellers’ estates
and creditors, (v) finding that Purchaser is a good faith purchaser of the Purchased Assets under
Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy
Code have not been violated, (vi) providing that the Bankruptcy Court shall retain jurisdiction for the
purpose of enforcing the provisions of the Sale Order including, without limitation, compelling
delivery of the Purchased Assets to Purchaser and protecting Purchaser against any Encumbrances
against Sellers or the Purchased Assets; (vii) authorizing and directing Sellers to execute, deliver,
perform under, consummate and implement this Agreement, together with all additional instruments

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1868953-7
and documents that may be reasonably necessary or desirable to implement the foregoing, (viii)
determining that Purchaser is not a successor to Sellers or otherwise liable for any of the Excluded
Liabilities and permanently enjoining each and every holder of any of the Excluded Liabilities from
commencing, continuing or otherwise pursuing or enforcing any Action or Encumbrance against
Purchaser or the Purchased Assets related thereto; (ix) providing that any plan(s) of reorganization
confirmed in the Chapter 11 Cases (hereinafter, and as same may be amended or modified,
collectively, the “Plan”) and any confirmation order(s) entered with respect to such plan(s)
(hereinafter, and as same may be amended or modified, collectively, the “Confirmation Order”) shall
ratify, reaffirm and provide for the assumption by the reorganized Sellers (or any other successors to
the Sellers) under such Plan, all obligations of the Sellers under or relating to the Sale Order and the
Seller Documents and (x) Sellers’ obligations under or relating to the Sale Order and Seller
Documents shall not be discharged, released, waived, terminated, modified or in any manner altered
by any Plan or Confirmation Order, and shall be binding upon, and inure to the benefit of, Purchaser,
Sellers, Sellers’ estates, and their respective trustees, officers, heirs, executors, administrators,
successors and assigns, including, without limitation, any such trustee appointed or elected with
respect to the Chapter 11 Cases. The Sale Order shall also provide that it, the Seller Documents and
all obligations of Sellers arising under or relating thereto shall survive entry of (a) any Confirmation
Order, (b) any order converting either of the Chapter 11 Cases to a case under Chapter 7 of the
Bankruptcy Code, and (c) any order dismissing either of the Chapter 11 Cases or any successor cases
under Chapter 7 of the Bankruptcy Code.

        7.2.    Seller Actions. Sellers shall use their reasonable efforts to have the Bankruptcy Court
(i) schedule a hearing on the Sale Motion and (ii) enter the Sale Order as and when contemplated by
the Bidding Procedures Order, but in any case no later than April 17, 2009. Furthermore, Sellers shall
use their reasonable efforts to obtain any other approvals or consents from the Bankruptcy Court that
may be reasonably necessary to consummate the transactions contemplated in this Agreement.

        7.3.    Purchaser Actions. Purchaser agrees shall promptly take such reasonable actions as
are reasonably requested by Sellers to assist in obtaining the Sale Order, including, without
limitation, furnishing affidavits or other documents or information for filing with the Bankruptcy
Court for the purposes, among others, of providing necessary assurances of performance by
Purchaser under this Agreement and demonstrating that Purchaser is a “good faith” purchaser under
Section 363(m) of the Bankruptcy Code.

        7.4.     Competing Bid. Sellers may solicit “higher or better” offers for any or all Assets for
Sale pursuant to the Bidding Procedures Order (“Competing Bids”) and respond to any inquires or
offers for Competing Bids and to perform any and all other acts reasonably related thereto to the
extent required under the Bankruptcy Code or other applicable Law including, without limitation,
supplying information relating to the Purchased Assets and the Assumed Liabilities to any
prospective purchasers constituting qualified purchasers under the Bidding Procedures Order. If
Sellers determine in good faith that any offer constitutes a Competing Bid, Sellers shall have the right
to enter into a Purchase and Sale Agreement for the Competing Bid.

        7.5.   Stalking Horse Provisions. The Parties acknowledge that the Bidding Procedures
Order authorizes Sellers to grant certain protections to a Purchaser identified as a “stalking horse”
Purchaser (a Purchaser that will commit, as of the commencement of the Auction, to the purchase of
Purchased Assets (a) for a Purchase Price at least equal to the applicable Reserve Price, (b) without a
due diligence contingency or similar provision (unless the same terminates at the commencement of
the Auction), and (c) without a financing contingency or similar provision (unless the same

                                                  24
1868953-7
terminates at the commencement of the Auction) (a “Stalking Horse Purchaser”). With the approval
and agreement of Sellers, Exhibit I shall be attached to and form a part of this Agreement, and define
the protections and rights of Purchaser if Sellers agree that Purchaser qualifies as a Stalking Horse
Purchaser.

                                           ARTICLE VIII
                                           COVENANTS

        8.1.     Access to Information. Sellers agree that, prior to the Closing Date, Purchaser shall
be entitled, through its officers, employees and representatives (including, without limitation, its
legal advisors and accountants), to make such investigation of the properties, businesses and
operations of the Business and such examination of the books and records of the Business, the
Purchased Assets and the Assumed Liabilities as it reasonably requests and to make extracts and
copies of such books and records. Any such investigation and examination shall be conducted during
regular business hours upon reasonable advance notice and under reasonable circumstances and shall
be subject to restrictions under applicable Law. Sellers shall cause the officers, employees,
consultants, agents, accountants, attorneys and other representatives of Sellers to cooperate with
Purchaser and Purchaser’s representatives in connection with such investigation and examination,
and Purchaser and its representatives shall cooperate with Sellers and their representatives and shall
use their reasonable efforts to minimize any disruption to the Business. Notwithstanding anything
herein to the contrary, no such investigation or examination shall be permitted to the extent that it
would require Sellers to disclose information subject to attorney-client privilege or conflict with any
confidentiality obligations to which any Seller is bound. Purchaser will not contact any employee,
customer or supplier of Sellers with respect to this Agreement without the prior written consent of
Sellers (which such consent will not be unreasonably withheld or delayed); provided, however, that
so long as there is no disruption to the Business and Purchaser’s conduct is in accordance with the
reasonable requirements of Sellers, Purchaser shall be entitled to contact and engage in discussions
with (i) counterparties to Assumed Contracts in connection with Purchaser’s attempt to negotiate
amounts necessary to cure any breach or default under such Contracts, (ii) Sellers’ vendors and (iii)
Sellers’ customers, and, Sellers shall cooperate with Purchaser to facilitate such contact and
discussions between Purchaser and such counterparties, vendors and customers. Promptly following
the date of this Agreement, Seller shall provide Purchaser with contact information for each customer
and supplier identified on Schedule 5.21 and notwithstanding any agreement between the parties to
the contrary, Purchaser shall be entitled to contact such customers and suppliers. Purchaser agrees to
repair at its sole cost any damage to each Facility due to investigation and to indemnify and hold
Sellers harmless of and from any claim for physical damages or physical injuries arising from
Purchaser’s investigation of each Facility, and notwithstanding anything to the contrary in this
Agreement, such obligations to repair and to indemnify shall survive the closing or any termination
of this Agreement.

        8.2.    Conduct of the Business Pending the Closing. Prior to the Closing, and subject to any
obligations as debtors-in-possession under the Bankruptcy Code and as required by applicable Law,
or as otherwise expressly contemplated by this Agreement or with the prior written consent of
Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Sellers shall
(a) use commercially reasonable efforts to maintain the Purchased Assets in the Ordinary Course of
Business, pay expenses and payables, bill customers, collect receivables, purchase Inventory, repair
and continue normal maintenance (normal wear and tear excepted), (b) maintain theirs books, records
and accounts in accordance with GAAP and otherwise conduct the Business in the Ordinary Course
of Business; (c) comply in all material respects with all Laws and Assumed Contracts, (d) maintain

                                                  25
1868953-7
all existing Permits applicable to the Business, and (e) pay all applicable Taxes as such Taxes
become due and payable.

       8.3.    Further Assurances. Each of Sellers and Purchaser shall use its commercially
reasonable best efforts to (a) take all actions necessary or appropriate to consummate the transactions
contemplated by this Agreement and (b) cause the fulfillment at the earliest practicable date of all of
the conditions to their respective obligations to consummate the transactions contemplated by this
Agreement.

         8.4.   Assumed Liabilities. Subsequent to the Closing, Purchaser agrees to pay, perform and
discharge the Assumed Liabilities as they become due, including, without limitation, the discharge
and performance when due of each and every obligation of Sellers to be satisfied or performed on or
after the Closing Date, under the Assumed Contracts.

        8.5      Confidentiality. Purchaser acknowledges and agrees that all Confidential Information
provided to it in connection with this Agreement, including under Section 8.1, shall be maintained in
confidence by Purchaser, and returned to Sellers, at Purchaser’s cost, promptly if this Agreement is
terminated for any reason. In addition, Purchaser shall deliver to Sellers all other due diligence
information, material and reports obtained independently by Purchaser if Purchaser terminates this
Agreement. For purposes of this Section 8.5 “Confidential Information” shall mean any confidential
information with respect to, without limitation, methods of operation, customers, customer lists,
Products, prices, fees, costs, Technology, inventions, trade secrets, know-how, software, marketing
methods, plans, personnel, suppliers, competitors, markets or other specialized information or
proprietary matters.

                (a)     Sellers have had access to and contributed to information and materials of a
highly sensitive nature (including Confidential Information) regarding the Assets for Sale and the
Business. Each Seller agrees that unless it first secures the written consent of an authorized
representative of Purchaser, it shall not use for itself or anyone else, and shall not disclose to others,
any Confidential Information except to the extent such use or disclosure is required by Law (in which
event it shall inform Purchaser in advance of any such required disclosure, shall cooperate with
Purchaser in all reasonable ways in obtaining a protective order or other protection in respect of such
required disclosure, and shall limit such disclosure to the extent reasonably possible while still
complying with such requirements). Each Seller shall use reasonable care to safeguard Confidential
Information and to protect it against disclosure, misuse, espionage, loss and theft.

                (b)    Effective upon, and only upon, the Closing Date, the Confidentiality
Agreement shall terminate with respect to Confidential Information relating solely to the Business or
otherwise included in the Purchased Assets; provided, however, that Purchaser acknowledges that
any and all other Confidential Information provided to it by any Seller or its representatives
concerning any Seller and the Subsidiaries shall remain subject to the terms and conditions of the
Confidentiality Agreement after the Closing Date. This provision shall survive the Closing or
termination of this Agreement.

        8.6     Preservation of Records. For a period of 5 years after the Closing Date (or such
longer period as may be required by any Governmental Authority or ongoing claim):

                (a)    Purchaser shall not dispose of or destroy any of the business records and files
of the Business held by Purchaser and relating to the period preceding the Closing Date. If Purchaser


                                                   26
1868953-7
wishes to dispose of or destroy such records and files after that time, or if Sellers wish at any time to
destroy any business records and files of the Business held by it, the Party proposing such disposition
or destruction shall first give 30 days’ prior written notice to the other Party, and such other Party
shall have the right, at its option and expense, upon prior written notice to the notifying Party within
such 30-day period, to take possession of the records and files within 15 days after the date of such
notice. Purchaser shall bear the costs associated with preserving these records.

                 (b)      Each party (the “Requested Party”) shall allow the other party and any of its
directors, officers, employees, counsel, representatives, accountants and auditors reasonable access
during normal business hours to all employees and files of the Requested Party and any books and
records and other materials included in the Purchased Assets relating to periods prior to the Closing
Date in connection with general business purposes, whether or not relating to or arising out of this
Agreement or the transactions contemplated hereby (including the preparation of Tax returns,
amended Tax returns or claims for refund (and any materials necessary for the preparation of any of
the foregoing), and financial statements for periods ending on or prior to the Closing Date, the
management and handling of any audit, investigation, litigation or other proceeding in, whether such
audit, investigation, litigation or other proceeding is a matter with respect to which indemnification
may be sought hereunder), to comply with the rules and regulations of the Internal Revenue Service,
the Securities and Exchange Commission or any other Governmental Authority or otherwise relating
to Sellers’ other businesses or operations. Sellers shall further provide prompt notice to Purchaser of
any notices, documents or the like delivered or forwarded to any Seller that relate to the Business
acquired by Purchaser.

        8.7     Publicity. Neither Sellers nor Purchaser shall issue any press release or public
announcement concerning this Agreement or the transactions contemplated hereby without obtaining
the prior written approval of the other Parties hereto, which approval will not be unreasonably
withheld or delayed, unless, in the sole judgment of Purchaser or Sellers, disclosure is otherwise
required by applicable Law or by the Bankruptcy Court with respect to filings to be made with the
Bankruptcy Court in connection with this Agreement or by the applicable rules of any stock
exchange on which Purchaser or Sellers list securities, provided that the Party intending to make such
release shall use its reasonable efforts consistent with such applicable Law or Bankruptcy Court
requirement to consult with the other Party with respect to the text thereof.

        8.8      Sublease and Subcontract. If required for Purchaser’s use of Purchased Assets, for a
period of 60 days after the Closing Date (the “Transition Period”), Sellers shall, as applicable,
sublease or subcontract to Purchaser the contracts and leases set forth on Schedule 8.8, if attached
(the “Transition Agreements”) and subcontract to Purchaser during the Transition Period the
provision of such utilities and other services reasonably necessary and useful to conduct the Business
as determined by Purchaser in its sole discretion (the “Subcontracted Services”), in order to transition
particular Purchased Assets to Purchaser. Not less than 3 Business Days before the Closing Date,
Purchaser shall provide a schedule setting forth the Subcontract Services. Not more than 2 Business
Days after actually receiving the such schedule, Sellers shall provide Purchaser with a schedule
setting forth the estimated costs that Sellers will likely accrue or incur under or on account of the
Transition Agreements and the Subcontracted Services during the Transition Period (the “Estimated
Transition Costs”). Purchaser shall provide Sellers with an adequate advance deposit for, and shall
be liable for and shall pay within 20 days of notice thereof from Sellers or their agent, representative
or designee any and all Actual Transition Costs. During the Transition Period, Sellers shall not seek
to reject or terminate any of the Transition Agreements or the Subcontracted Services except to the
extent that any such rejection or termination becomes effective after the end of the Transition Period.

                                                   27
1868953-7
During the Transition Period, Sellers shall, at the expense and request of Purchaser and to the extent
they continue as debtors in possession, object to or challenge any motion or other attempt to reject,
terminate, suspend or modify the Transition Agreements or the Subcontracted Services except to the
extent that any such rejection, termination, suspension or modification becomes effective after the
end of the Transition Period.

                                         ARTICLE IX
                                    EMPLOYMENT MATTERS

               9.1    Employees.

        (a)      Sellers shall terminate all Employees engaged in the performance of the OpenServer
Business or the development of the Mobility Products immediately prior to Closing, other than
employees to be retained by Sellers or Purchaser (as identified by Purchaser not later than the
Closing). Purchaser shall offer employment effective as of the Closing to certain Employees at its
sole discretion as set forth on Schedule 9.1. Employees who accept Purchaser’s offer of employment
and become employees of Purchaser as of or after the Closing Date shall be referred to as the
“Transferred Employees” effective on their respective initial dates of employment with Purchaser.

        (b)           Sellers shall be responsible for providing all WARN notices related to the
termination of the Employees by Sellers, and Sellers shall bear full liability for all WARN Liability
associated with its termination of Employees. Purchaser shall bear no responsibility to provide any
WARN notice associated with the termination of Employees pursuant to the transaction
contemplated hereby.

                9.2 Accrued and Unused Vacation. Purchaser agrees to assume and maintain all
Liabilities with respect to accrued vacation pay for each Transferred Employee, as set forth on
Schedule 9.2 and in an aggregate amount to be determined by Purchaser, acting reasonably, in
accordance with such vacation policies set forth on Schedule 9.2.

                                         ARTICLE X
                                   CONDITIONS TO CLOSING

        10.1. Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to
consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or
prior to the Closing Date, of each of the following conditions (any or all of which may be waived by
Purchaser in whole or in part to the extent permitted by applicable Law):

                 (a)     each of the representations and warranties of Sellers set forth in this
Agreement and the other Seller Documents shall be true and correct in all material respects as of the
Closing Date (or on the date when made in the case of any representation and warranty which
specifically relates to an earlier date) with the same force and effect as though made on and as of the
Closing Date;

               (b)    Sellers shall have performed and complied in all material respects with all
obligations and agreements required in this Agreement or the other Seller Documents to be
performed or complied with by the Sellers prior to the Closing Date;




                                                  28
1868953-7
               (c)      there shall not have occurred an event or failure to act causing a Material
Adverse Effect;

                 (d)     there shall be (i) no pending or overtly threatened Action (other than any
Action which is determined by the parties in good faith, after consulting their respective attorneys, to
be without legal or factual substance or merit), whether brought against any Seller or Purchaser, that
seeks to enjoin the consummation of any of the transactions contemplated by this Agreement, and
(ii) no order that has been issued by any Governmental Authority having jurisdiction that restrains or
prohibits the consummation of the purchase and sale of the Purchased Assets hereunder;

               (e)     no order providing for a stay of the Bidding Procedures Order or the Sale
Order pending a timely filed appeal with respect to the Bidding Procedures Order of the Sale Order
shall have been served on any Seller or Purchaser;

                 (f)     Sellers shall have delivered, or caused to be delivered, to Purchaser all of the
items set forth in Section 4.2 in form and substance satisfactory to Purchaser;

              (g)    with respect to each Assumed Contract, Sellers shall have obtained an order
from the Bankruptcy Court authorizing Sellers to assume such Assumed Contract and to assign such
Assumed Contract to Purchaser.

         10.2. Conditions Precedent to Obligations of Sellers. The obligations of Sellers to
consummate the transactions contemplated by this Agreement are subject to the satisfaction, prior to
or on the Closing Date, of each of the following conditions (any or all of which may be waived by
Sellers in whole or in part to the extent permitted by applicable Law):

                 (a)     each of the representations and warranties of Purchaser set forth in this
Agreement shall be true and correct, in all material respects on and as of the date hereof and as of the
Closing Date (or on the date when made in the case of any representation and warranty which
specifically relates to an earlier date) with the same force and effect as though made on and as of the
Closing Date;

               (b)    Purchaser shall have performed and complied in all material respects with all
obligations and agreements required by this Agreement and the other Purchase Documents to be
performed or complied with by Purchaser on or prior to the Closing Date; and

                 (c)     Purchaser shall have delivered, or caused to be delivered, to Sellers all of the
items set forth in Section 4.3.

        10.3. Conditions Precedent to Obligations of Purchaser and Sellers. The respective
obligations of Purchaser and Sellers to consummate the transactions contemplated by this Agreement
are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions
(any or all of which may be mutually waived by Purchaser and Sellers in whole or in part to the
extent permitted by applicable Law):

                (a)    there shall not be in effect any Order by a Governmental Authority of
competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the
transactions contemplated hereby;



                                                   29
1868953-7
               (b)    the Bankruptcy Court shall have entered the Bidding Procedures Order, in
form and substance acceptable to Sellers and Purchaser; and

                (c)     the Bankruptcy Court shall have entered the Sale Order; provided that,
notwithstanding anything contained in this Agreement to the contrary, if the Bankruptcy Court issues
the Sale Order but fails to approve the assignment to Purchaser of any Assumed Contract solely by
reason of a failure by Purchaser to provide adequate assurance of future performance as required by
the Bankruptcy Code, then the Assumed Contract the contemplated assignment of which was not
approved by the Bankruptcy Court, shall become an Excluded Asset, and, assuming the other
conditions to Purchaser’s obligations under the Agreement have been satisfied, the Parties shall
proceed with the Closing without any corresponding adjustment to the Purchase Price.

         10.4. Frustration of Closing Conditions. Neither Sellers nor Purchaser may rely on the
failure of any condition set forth in Section 10.1, 10.2 or 10.3, as the case may be, if such failure was
caused by such Party’s failure to comply with any provision of this Agreement.

                                             ARTICLE XI
                                               TAXES

        11.1. Transfer Taxes. Purchaser shall have no liability for any sales, use, stamp,
documentary stamp, filing, recording, transfer or similar fees or taxes or governmental charges
(including any interest and penalty thereon) payable in connection with the transactions contemplated
by this Agreement (“Transfer Taxes”). Sellers, however, shall seek to include in the Sale Order a
provision that provides that the transfer of the Purchased Assets shall be free and clear of any stamp
or similar taxes under Section l146(a) of the Bankruptcy Code. In addition, Sellers shall indemnify
and hold harmless Purchaser from and against any such Transfer Taxes so long as Purchaser is in
compliance with Section 11.2. Any amounts payable by Sellers to Purchaser on account of such
indemnity shall be entitled to super priority administrative treatment under Sections 503(b) and 507
of the Bankruptcy Code. Sellers and Purchaser shall cooperate and otherwise take commercially
reasonable efforts to obtain any available refunds for Transfer Taxes.

        11.2. Purchase Price Allocation. Purchaser shall allocate the Purchase Price (including the
Assumed Liabilities) among the Purchased Assets within one year after Closing and Sellers and
Purchaser shall file their income Tax Returns in Form 8594, in accordance with such allocation;
provided, however, that nothing contained herein shall prevent Sellers and Purchaser from settling
any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the
purchase price allocation, and neither Sellers nor Purchaser shall be required to litigate before any
court, any proposed deficiency or adjustment by any taxing authority challenging such allocation.
Purchaser shall revise from time to time the purchase price allocation so as to report any matters that
need updating (including purchase price adjustments, if any) consistent with the agreed upon
allocation.

                                            ARTICLE XII
                                           NO SURVIVAL

        12.1. No Survival of Representations and Warranties. All of the representations and
warranties set forth in this Agreement or any other Seller Document shall terminate and not survive
the Closing. In no event shall any Seller have any liability in money damages under this Agreement.



                                                   30
1868953-7
                                          ARTICLE XIII
                                        MISCELLANEOUS

        13.1. Expenses. Except as otherwise provided in this Agreement, Sellers and Purchaser
shall bear their own fees and expenses. Notwithstanding the foregoing, in the event of any action or
proceeding to interpret or enforce this Agreement, the prevailing party in such action or proceeding
shall be entitled to have and recover from the non-prevailing party such costs and expenses
(including, without limitation, all court costs and reasonable attorneys’ fees) as the prevailing party
may incur in the pursuit or defense thereof.

        13.2. Injunctive Relief. Damages at law may be an inadequate remedy for the breach of any
of the covenants, promises and agreements contained in this Agreement, and, accordingly, any Party
hereto shall be entitled to injunctive relief with respect to any such breach, including, without
limitation, specific performance of such covenants, promises or agreements or an order enjoining a
party from any threatened, or from the continuation of any actual, breach of the covenants, promises
or agreements contained in this Agreement. The rights set forth in this Section 13.2 shall be in
addition to any other rights which is Party may have at law or in equity pursuant to this Agreement.

        13.3. Entire Agreement; Amendments and Waivers. This Agreement (including the
Schedules and Exhibits hereto) and the Confidentiality Agreement represent the entire understanding
and agreement between the Parties with respect to the subject matter hereof. This Agreement can be
amended, supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement signed by the Party against whom
enforcement of any such amendment, supplement, modification or waiver is sought. No action taken
pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any
Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any
representation, warranty, covenant or agreement contained herein. The waiver by any Party of a
breach of any provision of this Agreement shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any
Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party
preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

        13.4. Parties in Interest. Nothing in this Agreement is intended to confer any rights or
remedies (as a third party beneficiary or otherwise) under or by reason of this Agreement on any
Persons (including without limitation any employee or contractor of any Seller) other than Sellers
and Purchaser and their respective successors and permitted assigns. Nothing in this Agreement is
intended to relieve or discharge the obligations or liability of any third Persons to Sellers or
Purchaser. No provision of this Agreement shall give any third Persons any right of subrogation or
action over or against Sellers or Purchaser.

       13.5. GOVERNING LAW; CONSENT TO SERVICE OF PROCESS; WAIVER OF RIGHT TO TRIAL BY
JURY. THIS AGREEMENT, THE SELLER DOCUMENTS AND THE PURCHASER DOCUMENTS SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE BANKRUPTCY CODE AND, TO
THE EXTENT NOT INCONSISTENT WITH THE BANKRUPTCY CODE, THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS WHICH WOULD RESULT IN THE APPLICATION OF THE
SUBSTANTIVE LAW OF ANY OTHER JURISDICTION. PURCHASER AND SELLERS FURTHER AGREE THAT THE
BANKRUPTCY COURT SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL DISPUTES AND OTHER MATTERS


                                                  31
1868953-7
RELATING TO (A) THE INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER SELLER
DOCUMENT OR PURCHASER DOCUMENT; AND/OR (B) THE PURCHASED ASSETS AND/OR THE ASSUMED
LIABILITIES AND THE PARTIES EXPRESSLY CONSENT TO AND AGREE NOT TO CONTEST SUCH EXCLUSIVE
JURISDICTION; PROVIDED, HOWEVER, THAT IF THE BANKRUPTCY COURT REFUSES TO ACCEPT
JURISDICTION OVER ANY SUCH DISPUTE, THEN ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF
DELAWARE SHALL HAVE JURISDICTION OVER SUCH DISPUTE AND PURCHASER AND SELLERS HEREBY
EACH CONSENT TO THE JURISDICTION OF SUCH COURT IN ANY SUCH CASE. THE PARTIES HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT
IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE.
EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH
PARTY HEREBY CONSENTS TO PROCESS BEING SERVED BY ANY PARTY IN ANY SUIT, ACTION OR
PROCEEDING BY DELIVERY OF A COPY THEREOF IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13.6.
EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING
REGARDING OR RELATING TO THIS AGREEMENT OR ANY OTHER SELLER DOCUMENT OR PURCHASER
DOCUMENT.

        13.6. Notices. All notices and other communications under this Agreement shall be in
writing and shall be deemed given (i) when delivered personally by hand (with written confirmation
of receipt), (ii) on the day when sent when sent by facsimile (with written confirmation of
transmission) if so sent and confirmed prior to 5:00 p.m. local Wilmington, Delaware time on any
Business Day or, if after 5:00 p.m., on the next Business Day or (iii) one Business Day following the
day sent by overnight courier (with written confirmation of receipt), in each case at the following
addresses and facsimile numbers (or to such other address or facsimile number as a party may have
specified by notice given to the other party pursuant to this provision):

               If to Sellers, to:

               _________________________

               With a copy to:

                        Berger Singerman, P.A.
                        350 East Las Olas Blvd.
                        Tenth Floor
                        Ft. Lauderdale, FL 33301
                        Attention: Arthur J. Spector, Esq.
                        Facsimile No.: 954-523-2872

               If to Purchaser, to:




               With a copy to:

       13.7. Severability. If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any law or public policy, all other terms or provisions of this


                                                 32
1868953-7
Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to
any Party. Upon such determination that any term or other provision is invalid, illegal or incapable
of being enforced, this Agreement shall be modified so as to effect the original economic position of
the Parties as closely as possible in order that the transactions contemplated hereby are consummated
as originally contemplated to the greatest extent possible.

        13.8. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and permitted assigns. No assignment of this
Agreement or of any rights or obligations hereunder may be made by either Party (by operation of
law or otherwise) without the prior written consent of the other Party and any attempted assignment
without the required consent shall be void.

        13.9. Non-Recourse. No past, present or future director, officer, employee, incorporator,
member, partner or equityholder (other than Sellers) of any Seller shall have any Liability for any
obligations or Liabilities of Sellers under this Agreement or the Seller Documents or for any claim or
Action based on, in respect of, or by reason of, the transactions contemplated hereby and thereby
except for any claim or Action against an individual based on the fraud of such individual in
connection with the representations set forth in this Agreement or any other Seller Document.

        13.10. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.

         13.11. Post-Closing Cooperation. In case at any time after the Closing any further action is
necessary or desirable to carry out the purposes of this Agreement, each Seller will take such further
action (including the execution and delivery of such further instruments and documents) as Purchaser
may request, all at the sole cost and expense of the requesting party. Without limiting the foregoing,
if required in order for Sellers to fully pursue any Action retained by Sellers that relates to rights
under Assumed Contracts, or if pursuit of that Action requires information pertaining to Assumed
Contracts, Purchaser will take such actions as may be necessary and reasonably practicable in order
to facilitate Sellers’ dispute resolution strategy and the implementation thereof (including, as
appropriate, limited assignments of Contract rights, third-party beneficiary status, and/or joining in
Sellers’ Actions as a nominal party for that sole purpose), and Purchaser will otherwise reasonably
cooperate with Sellers to provide information or other assistance in support of Sellers’ Actions;
provided that Purchaser will not be required to incur expenses or liabilities, and Purchaser's
compliance herewith will be reasonably tailored in order that Purchaser’s obligations will not be
unreasonably burdensome on employees or representatives of Purchaser and will not be in breach of
Assumed Contracts as result of its compliance with this Section 13.11. In addition, without limiting
the foregoing, if required in order for Purchaser to fully pursue any Action acquired by Purchaser that
relates to rights under any agreements or assets or rights held by Sellers, or if pursuit of an Action
requires information pertaining to such agreements, assets or rights, Sellers will take such actions as
may be necessary and reasonably practicable in order to facilitate Purchaser's dispute resolution
strategy and the implementation thereof (including, as appropriate, limited assignments of contract
rights, third-party beneficiary status, and/or joining in Purchaser’s Actions as a nominal party for that
sole purpose), and Sellers will otherwise reasonably cooperate with Purchaser to provide information
or other assistance in support of Purchaser's Actions; provided that Sellers will not be required to
incur expenses or liabilities, and Sellers’ compliance herewith will be reasonably tailored in order
that Sellers’ obligations will not be unreasonably burdensome on employees or representatives of

                                                   33
1868953-7
Sellers and will not be in breach of the applicable contracts, rights or agreements as result of
its compliance with this Section. In addition, the Parties will act reasonably and communicate with
each other and their respective counsel and advisors, and discuss strategy, tactics and goals under a
joint prosecution or confidentiality agreement as to be approved prior to Closing, and the Parties will
provide status reports and respond to inquires from time to time in furtherance of their mutual
cooperation and assurance covenants herein.

        13.12. Limitation on Damages. No Party nor any of its respective Affiliates, officers,
directors, employees, agents, representatives, successors and assigns shall be liable to any other Party
or its respective Affiliates, officers, directors, employees, agents, representatives, successors and
assigns, whether in contract, tort, negligence, indemnity, strict liability or otherwise, for any punitive,
special, indirect, incidental or consequential damages in connection with or arising out of or relating
to the performance, non-performance or breach of this Agreement or any other Seller Document or
Purchaser Document or any obligations arising hereunder or thereunder.

            13.13. Risk of Loss.

              (a)     Sellers will bear all risk of loss occurring to or upon any portion of the
Purchased Assets prior to the Closing, other than any Losses caused by acts of gross negligence of
Purchaser or any of its representatives or agents, which Losses shall be the responsibility of
Purchaser upon Closing.

                (b)     If, prior to Closing, all or any material portion of the Purchased Assets is
taken by eminent domain or is the subject of a pending, or to Sellers’ Knowledge, contemplated
taking which has not been consummated, or if all or a material portion of the Purchased Assets is
damaged or destroyed by earthquake, fire or other casualty, Sellers shall notify Purchaser promptly in
writing of such fact, and shall assign to Purchaser at Closing the full value, amount and benefit of all
insurance or condemnation proceeds relating thereto.

                               [Remainder of page intentionally left blank.
                                       Signature page follows.]




                                                    34
1868953-7
              IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date first written above.


                                              PURCHASER

                                              [_________________]


                                              By:
                                                    Name:
                                                    Title:



                                              SELLERS

                                              The SCO Group, Inc.


                                              By:
                                                    Name:
                                                    Title:



                                              SCO Operations, Inc.


                                              By:
                                                    Name:
                                                    Title:


                                              SCO Global, Inc.


                                              By:
                                                    Name:
                                                    Title:




                                                 35
1868953-7
                                            EXHIBIT A-1

                                         ASSETS FOR SALE

OpenServer Business and Related Assets                    Reserve Price for Open ServerBusiness
                                                          and Mobility Products (referenced in
                                                          Exhibit A-2), as a package: $6 million

                                                          Reserve Price for OpenServer Business,
                                                          purchased separately from Mobility
                                                          Products: $5 million

The Purchased Assets relating to the OpenServer Business will consist of all of Sellers’ tangible
personal property, supplies, computers, printers, Equipment, Products, Technology and Intellectual
Property relating to the OpenServer Business, including all furniture, fixtures, goods and other
similar assets, including, but not limited to, those identified in the fixed asset depreciation schedule
to be created and attached hereto by the Seller prior to the Closing as Exhibit A-1-1; and the
following:

               (c)     Sellers’ transferrable rights and benefits under Contracts assumed and
assigned to Purchaser pursuant to the Sale Order, which Sellers shall identify and Purchaser shall
designate in writing and attach hereto prior to Closing as Exhibit A-1-2 as Contracts to be assumed
by Purchaser (“Assumed Contracts”);

              (d)      All transferrable rights, title and interest of Sellers in and to Company
Technology relating to the OpenServer Business, as described in Exhibit A-1-3;

             (e)     All transferrable rights of Sellers in and to general intangibles relating to the
OpenServer Business;

               (f)     With respect to the OpenServer Business, all rights of Seller in and to (i) the
customer and client lists, vendor lists, catalogues, data relating to vendors, promotion lists and
marketing data and other compilations of names and requirements; (ii) telephone numbers, internet
addresses and web sites; and (iii) other material information related to the OpenServer Business;

                 (g)    With respect to the OpenServer Business, all Inventory of Sellers, including,
but not limited to, the Inventory set forth on Exhibit A-1-4 to be created and attached hereto by
Sellers prior to Closing;

             (h)     With respect to the OpenServer Business, the Equity Interests owned by SCO
Group or any of the Subsidiaries in and to SCO Operations and the Subsidiaries involved in the
OpenServer Business as identified in Exhibit A-1-5;

               (i)     All goodwill associated with the foregoing Purchased Assets;

                (j)     All rights in and to any governmental and other Permits, to the extent
assignable, used in or relating to the OpenServer Business;

               (k)     All assets set forth on Exhibit A-1-6.


                                                  36
1868953-7
                                               EXHIBIT A-2

                                            ASSETS FOR SALE

Mobility / Cloud Products                                   Reserve Price: $2,000,000 (or
                                                            Reserve Price sublimits as
                                                            described below for discrete
                                                            components)

(a)         FCmobilelife (or Me Inc. mobile)                      Reserve Price: $1,000,000

(b)         HipCheck                                              Reserve Price: $500,000

(c)         Shout Postcard                                        Reserve Price: $250,000

(d)         Shout Marketing                                       Reserve Price: $250,000

(e)         Cloud Server                                          Reserve Price: $1,000,000

The Purchased Assets relating to the foregoing will include, with respect to the particular Purchased
Assets selected, all of Sellers’ tangible personal property, supplies, computers, printers, Equipment,
Products, Technology and Intellectual Property relating to the Purchased Assets selected, including
those identified in the fixed asset depreciation schedule to be created and attached hereto by the
Seller prior to the Closing as Exhibit A-2-1; and the following:

        (a)     Sellers’ transferrable rights and benefits under Contracts assumed and assigned to
Purchaser pursuant to the Sale Order, which Sellers shall identify and Purchaser shall designate in
writing and attach hereto prior to Closing as Exhibit A-2-2 as Contracts to be assumed by Purchaser
(“Assumed Contracts”);

        (b)     All transferrable rights, title and interest of Sellers in and to Company Technology,
Intellectual Property and Products relating to the Mobility Products included among the Purchased
Assets, as described in Exhibit A-2-3;

       (c)     All transferrable rights of Sellers in and to general intangibles relating to the Mobility
Products included among the Purchased Assets;

       (d)      With respect to the to the Mobility Products included among the Purchased Assets,
the Equity Interests owned by SCO Group or any of the Subsidiaries in and to SCO Operations and
the Subsidiaries involved in the development of the Mobility Products as identified in Exhibit A-2-4;

            (e)    All goodwill associated with the foregoing Purchased Assets;

        (f)      All rights in and to any governmental and other Permits, to the extent assignable,
used in or relating to the Mobility Products included among the Purchased Assets;

            (g)    All assets set forth on Exhibit A-2-5.




                                                     37
1868953-7
                                       EXHIBIT “I”
                             TO ASSET PURCHASE AGREEMENT

                       BANKRUPTCY MATTERS; STALKING HORSE STATUS
                              AND PURCHASER PROTECTIONS


       1.     Bankruptcy Court Approvals. Sellers previously filed with the Bankruptcy Court
a motion (the "Sale Motion") pursuant to Section 363 of the Bankruptcy Code seeking entry of
an order, among other things, (a) approving Bid Procedures; (ii) approving the Break-up Fee and
Expense Reimbursement described below; (iii) scheduling the Auction and Sale Hearing to
consider approval of the Sale, and (iv) approving the form and manner of notice of the Sale
Motion and Sale Hearing.

        2.     “Stalking Horse” Status. This Exhibit (“Stalking Horse Exhibit”) will be
appended to those Agreements submitted by prospective Purchaser(s) who are accorded by the
Debtors Stalking Horse status pursuant to the Sale Motion and Bid Procedures; and this Exhibit
will supplement and amend such Agreements. Purchaser’s status as a Stalking Horse Bidder
must be confirmed by Sellers in writing prior to the Auction. References in this Exhibit to
“Purchaser’s Agreement” or the “Agreement” will mean the Agreement submitted by Purchaser
as a Stalking Horse, together with this Stalking Horse Exhibit. The provisions of this Stalking
Horse Exhibit will govern and control over any conflicting or inconsistent provisions of the
Agreement, but except as modified hereby, the Agreement remains in full force and effect.

        3.      Break-up Fee and Expense Reimbursement. Based on Purchaser’s Stalking Horse
status, and in consideration of Purchaser’s having expended considerable time and expense in
connection with the Agreement and the negotiation thereof, the Bid Procedures Order will
authorize and the Agreement will provide for: (a) payment to Purchaser of a “Break-up Fee” of
$________ (representing 3% of the Purchase Price); and (b) reimbursement of Purchaser’s
actual, reasonable and documented out-of-pocket expenses up to $30,000, as incurred by
Purchaser in connection with this Agreement and the proposed purchase hereunder (“Expense
Reimbursement”). The Break-up Fee and Expense Reimbursement will be payable to Purchaser
(if Purchaser is not the Successful Bidder or Back-up Bidder who succeeds as Successful Bidder)
on the first Business Day following the date of closing of an Alternative Transaction or sale to an
Alternative Purchaser, and shall be payable only from the proceeds obtained by Sellers from the
closing of an Alternative Transaction. No Break-up Fee or Expense Reimbursement shall be
payable to Purchaser if Purchaser’s Agreement is terminated for reason of Purchaser’s breach.

            4.   Bankruptcy Court Filings; Bid Procedures Order and Sale Order.


              (a)      The Bid Procedures Order shall provide that the terms and conditions of
sale governing the proceeding at the Auction will require that in order to be considered by the
Bankruptcy Court, any competing offer (a "Competing Offer") must satisfy the following terms
and conditions: (i) a Competing Offer must provide for a purchase price that is at least $25,000
higher than the Purchase Price hereunder, plus the amount of the Break-up Fee and Expense
Reimbursement (the "Initial Bid"); (ii) the Competing Offer must be substantially similar to the


1949376-1
terms and conditions of this Agreement; (iii) a bidder submitting a Competing Offer (the
"Competing Offeror") must sign an agreement agreeing to be bound by the terms and conditions
of this Agreement (subject only to identifying the Competing Offeror as the Purchaser); (iv) the
Competing Offeror must demonstrate, to the satisfaction of Seller and the Bankruptcy Court, in
their discretion, evidence of its ability to conclude the transaction on the terms and conditions of
this Agreement, without material delay; (v) the Competing Offeror must provide, at or before the
Auction, a certified check made payable to Seller as its earnest money Deposit in an amount at
least equal to the Deposit posted by the Stalking Horse Purchaser; (vi) in the case of any
subsequent Competing Offer after the Initial Bid to be made by anyone (including Purchaser or
any Competing Offeror), the bidding will be in increments of at least $20,000 (“Incremental
Bid(s)”); (viii) if there is an Initial Bid at the Auction and Purchaser elects to bid at the Auction,
the Purchaser may use as part of its Incremental Bid the amount of the Break-up Fee and
Expense Reimbursement; and (ix) a Competing Bid will not be considered as qualified for the
Auction if (A) such Competing Bid is not received by Seller and Purchaser in writing no later
than two Business Days prior to the Auction ("Competing Bid Deadline"), or (B) the Competing
Offeror’s bid does not contain satisfactory evidence, as determined by Seller, that the Person
submitting it has sufficient financial resources to consummate the purchase and assumption
contemplated hereby.

                (c)   Following the Auction, Sellers will submit an order to the Court to confirm
the sale of the Assets for Sale to be sold to and assumption of the Assumed Obligations by the
Successful Bidder.

                 (d)    If Purchaser is not approved as the Successful Bidder at the Auction, then
the Agreement submitted by Purchaser shall be stand as a back up bid pursuant to its terms, but
shall be deemed cancelled effective as of the closing of the sale of Purchased Assets to another
Successful Bidder, in which event, (i) Purchaser will be entitled to the payment of the Break-Up
Fee and Expense Reimbursement as compensation for having entered into this Agreement,
payable by Seller from the proceeds of the sale of the Purchased Assets to the Successful Bidder
and (ii) after the Seller pays the Break-Up Fee and Expense Reimbursement, no Party will have
any further rights or obligations hereunder, except obligations under the Agreement that by their
express terms survive the termination of the Agreement.

         5.    Possible Competing Bids; Alternative Transaction. Purchaser’s Agreement is
subject to Bankruptcy Court approval and the consideration by Seller of higher or better bids
(each a “Competing Bid”). From the date hereof (and any prior time) and until the completion of
the Auction or as otherwise directed by the Bankruptcy Court, Seller may initiate contact with,
solicit or encourage submission of any inquiries, proposals or offers by any Competing Offeror.
In addition, Seller will have the responsibility and obligation to respond to any inquiries or offers
to purchase all or any part of the Purchased Assets and/or to assume all or any part of the
Assumed Obligations, and to perform any and all other acts related thereto which are required
under the Bankruptcy Code or other applicable law, including supplying information relating to
the Purchased Assets or Assumed Obligations to prospective Competing Offerors.




1949376-1
Exhibit B
                                           EXHIBIT “B”
                        IN THE UNITED STATES BANKRUPTCY COURT
                             FOR THE DISTRICT OF DELAWARE

In re:                                                   )        Chapter 11
                                                         )
The SCO GROUP, INC., et al.,                             )        Case No. 07-11337 (KG)
                                                         )        (Jointly Administered)
                                Debtors.                 )

                NOTICE OF SALE BY PUBLIC AUCTION AND SALE HEARING
          PLEASE TAKE NOTICE that on February 4, 2009, The SCO Group, Inc. (the “Debtor” or
“Seller”) filed the Motion Of The Debtors For An Order (1) (A) Establishing Sale And Bidding Procedures,
(B) Approving Form Of Asset Purchase Agreement, (C) Approving The Form And Manner Of Notice Of Sale
And (Ii) Approving (A) Sale Of Certain Assets Free And Clear Of Interests And (B) Assumption And Assignment
Of Executory Contracts And Unexpired Leases with the United States Bankruptcy Court for the District of
Delaware (the “Bankruptcy Court”) [Docket No.___] (the “Motion”). The Debtor seeks to sell some or all
of the Assets (as defined in the Motion), to the successful bidder(s) at an auction (the “Successful
Bidder”), free and clear of all liens, claims, encumbrances and other interests pursuant to section 363 of
the Bankruptcy Code.

         PLEASE TAKE FURTHER NOTICE that the terms and conditions of the proposed sale are set
forth in the Asset Purchase Agreement attached to the Motion.

        PLEASE TAKE FURTHER NOTICE that on ________, 2009, the Bankruptcy Court entered
an order [Docket No. ] (the “Bid Procedures Order”) approving the bidding procedures (the “Bidding
Procedures”), which set the key dates and times related to the sale of the Transferred Assets under the
Agreement. All interested bidders should carefully read the Bidding Procedures.

        PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Bidding Procedures
Order, an auction (the “Auction”) to sell the Purchased Assets will be conducted at Pachulski Stang Ziehl
& Jones, LLP, 919 North Market Street, 17th Floor, Wilmington, Delaware 19899, on [TBD], 2009 at
10:00 a.m. (prevailing Eastern time) (the “Auction Date”). Only a Qualifying Bidder (as defined in the
Bid Procedures Order) and their advisors who submit a Qualified Bid by no later than [TBD], 2009 at
4:00 p.m. (prevailing Eastern time), as well as other parties specified in the Bid Procedures Order, will be
permitted to participate in and/or make any statements on the record at the Auction.

         PLEASE TAKE FURTHER NOTICE that a hearing will be held to confirm the results of the
Auction and approve the sale of the Purchased Assets to the Proposed Purchaser or Successful Bidder
(the “Sale Hearing”) before the Honorable Kevin Gross, United States Bankruptcy Judge, in the United
States Bankruptcy Court, 824 North Market Street, Third Floor, Wilmington, Delaware 19801 on April
____, 2009 at [TBD] a.m./p.m. (prevailing Eastern time), or at such time thereafter as counsel may be
heard. The Sale Hearing may be adjourned from time to time without further notice to creditors or parties
in interest other than by announcement of the adjournment in open court on the date scheduled for the
Sale Hearing.

         PLEASE TAKE FURTHER NOTICE that this Notice of Auction and Sale Hearing is subject
to the terms and conditions of the Sale Motion, and the Bid Procedures Order which shall control in the
event of any conflict and the Debtors encourage parties in interest to review such documents in their
entirety. A copy of the Motion, the APA, the Bidding Procedures and/or the Bid Procedures Order may



1868893-1
be obtained by written request made to co-counsel to the Debtors, Berger Singerman, 350 East Las Olas
Boulevard, Suite 1000, Fort Lauderdale, Florida 33301, Telephone: (954) 525-9900, Facsimile: (954) 523-
2872 or via email: dbates@bergersingerman.com, Pachulski Stang Ziehl & Jones, LLP, 919 North Market
Street, 17th Floor, Wilmington, Delaware 19899, Telephone (302) 778-652-4100, Facsimile: (302) 652-
4400 or via email: kmakowski@pszjlaw.com or through the website maintained by the Debtors’ claims
and notice agent, Epiq Bankruptcy Solutions, LLC located at http://chapter11.epiqsystems.com.




1868893-1
Exhibit C
                                          EXHIBIT “C”
                                      BIDDING PROCEDURES

        By motion dated February 4, 2009 (the “Motion”), The SCO Group, Inc. and SCO
Operations, Inc. (collectively, the “Debtors”), sought, among other things, approval of the
procedures by which the Debtors will seek proposals for a transaction or transactions that alone
or in combination will allow the Debtors to maximize the value of their estates. On
___________, 2009, the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”) entered its order (the “Bidding Procedures Order”), which, among other
things, authorized and directed the Debtors to market their assets to persons that may be
interested in acquiring a portion of or substantially all of their mobility business or OpenServer
business (the “Offered Assets”), including, without limitation the Debtors’ interest in certain
intellectual property and other personal property, pursuant to the procedures described below
(the “Bidding Procedures”).

                                            Important Dates

            The Debtors shall:

            •      Assist Potential Bidders in concluding their respective due diligence
                   investigations and accept Bids and Adequate Assurance Packages (as defined
                   herein) from Potential Bidders until 4:00 p.m. (Prevailing Eastern Time) on April
                   ____, 2009;

            •      Negotiate first with Potential Bidders and then with Qualified Bidders in
                   preparation for an auction (the “Auction”) to be held on April ___, 2009,
                   commencing at 10:00 a.m.; and

            •      Select the Successful Bidder(s) (as defined herein), with the consent of the
                   Lenders and after consultation with the Committee, at the conclusion of the
                   Auction and seek authority to sell assets to such Successful Bidder(s) at a hearing
                   (the “Sale Hearing”) to be held by the Bankruptcy Court on April ____, 2009,
                   commencing at 10:00 a.m.

            •      Close and consummate the transaction with the Successful Bidder by the close of
                   business on April 30, 2009.

                                           Bid Requirements

       Delivery of Bids. No later than 4:00 p.m. (Prevailing Eastern Time) on April ___,
2009 (“Bid Deadline”), each Potential Bidder interested in maintaining its participation in the
bidding process must deliver copies of the Bid and supporting materials described herein to: (i)
The SCO Group, Inc., 355 South 520 West, Suite 100, Lindon, Utah 84042 (Attn: Darl
McBride and Ryan Tibbitts, Esq.); and (ii) attorneys for the Debtors, Berger Singerman P.A.,
350 East Las Olas Boulevard, 10th Floor, Fort Lauderdale, Florida 33301 (Attn: Arthur J.
Spector, Esq. and Douglas A. Bates, Esq.


1868918-3
            Form and Content of Bid. A Bid is a signed letter from a Qualified Bidder stating that:

            a.     The Qualified Bidder offers to purchase all or any portion of the Offered Assets
                   for the following minimum price:

                   (i) All Assets: at least $6,000,000

                   (ii) Mobility Business: at least $2,000,000 or individually as follows:
                          (a) FCMobilelife: at least $1,000,000
                          (b) HipCheck: at least $500,000
                          (c) Shout: at least $250,000
                          (d) Cloud Server: at least $1,000,000

                   (iii) OpenServer Business: at least $5,000,000; and

            b.     The Qualified Bidder’s offer is irrevocable until two business days after the
                   earlier of: (i) the closing of the sale of the applicable Offered Assets, whether or
                   not to such Qualified Bidder; or (ii) 45 days after the Sale Hearing.

            Required Supporting Materials. A Qualified Bidder shall accompany (or precede) its Bid
with:

            a.     a signed “clean” version of the asset purchase agreement, substantially in the form
                   attached to the Motion as Exhibit A not later than April ___, 2009 (which will
                   supersede the form filed as Exhibit A to the Motion) (the “Form APA”), together
                   with a marked version to reflect any proposed changes to the Form APA detailing
                   all of the terms and conditions of the proposed transaction;1

            b.     written evidence of available cash, a commitment for financing or ability to obtain
                   a satisfactory commitment if selected as the Successful Bidder (as defined below),
                   and such other evidence of ability to consummate the transaction as the Debtors
                   may reasonably request;

            c.     a copy of a board resolution or similar document demonstrating the authority of
                   the Qualified Bidder to make a binding and irrevocable Bid on the terms
                   proposed; and

            d.     to the extent that the Qualified Bidder proposes to include in its Bid the
                   assumption and assignment of executory contracts or unexpired leases, a schedule
                   showing such contracts and/or leases to be assumed and assigned together with
                   evidence of the Qualified Bidder’s ability to provide adequate assurance of future
                   performance of such contracts and/or leases, such as audited financial statements
                   of the Qualified Bidder, information regarding the capitalization of the Qualified
                   Bidder, information allowing the Debtors to evaluate the value of any guaranties

1
   All asset purchase agreements that provide for the purchase of the Debtors’ books and records must contain
provisions allowing the Debtors reasonable access to these books records for purpose of administering their
bankruptcy cases.
                                                     2
1868918-3
               being provided by affiliates of a Qualified Bidder of its obligations under any
               assumed and assigned executory.

       Required Good Faith Deposit. By the Bid Deadline, a Qualified Bidder must provide a
good faith deposit (the “Good Faith Deposit”) equal to 10% of such Qualified Bidder’s purchase
price. The Good Faith Deposit must be made by certified check or wire transfer and will be held
by the Debtors in a segregated account.

        Qualified Bid. A Bid received from a Potential Bidder that meets the requirements above
(as determined by the Debtors) is considered a “Qualified Bid.” The Debtors reserve the right,
in their discretion, to waive noncompliance with any one or more of these requirements and
deem an otherwise not qualified bid to be a Qualified Bid. The Debtors will advise all Qualified
Bidders of any such waiver and the basis for which it was granted at the Auction.

             Stalking Horse Bidder, Break Up Fee and Expense Reimbursement

       Prior to or after the submission of bids, the Debtors may enter into an agreement (the
“Stalking Horse Bid”), subject to higher and better offers at the Auction, providing an expense
reimbursement of documented, actual out-of-pocket expenses not to exceed $30,000 (the “Expense
Reimbursement”) and a breakup fee (the “Breakup Fee”) of up to 3% of the total value of such bid
(provided that if any such consent is not provided, the Debtors reserve the right to seek Bankruptcy
Court approval of a Breakup Fee); provided, however, that the Debtors shall designate any Stalking
Horse Bid(s) and file a notice of such designation(s) with the Bankruptcy Court no later than 24
hours prior to the commencement of the Auction.

                         Conduct and Termination of Bidding Process

        The Debtors will: (a) determine whether any Potential Bidder satisfies the requirements
specified above to become a Qualified Bidder; (b) coordinate the efforts of Potential Bidders in
conducting their respective due diligence investigations regarding the Offered Assets; (c)
determine whether to remove any of the Offered Assets from the sale process under these
Bidding Procedures; (d) evaluate bids from Qualified Bidders and determine whether any such
bid is a Qualified Bid; (e) negotiate any bid made to purchase some or all of the Offered Assets,
and negotiate any related transaction issues; and (f) make such other determinations as are
provided in these Bidding Procedures.

               Auction Participation – Qualified Participants and Baseline Bid

        Only a Qualified Bidder that has submitted a Qualified Bid is eligible to participate at the
Auction. The Debtors will determine, based on the nature of the Qualified Bids received and in
their reasonable discretion, whether to (a) conduct separate Auctions for the sale of individual
assets, and/or (b) conduct a single Auction of all of the Offered Assets. Unless there is a
Stalking Horse Bid for each such Auction to be conducted, the Debtors will select, in their
reasonable discretion, the highest or otherwise best bid (the “Baseline Bid”) to serve as the
starting point for the Auction. The Baseline Bid may be comprised of a combination of
Qualified Bids.


                                                 3
1868918-3
                                           The Auction

            Time and Place. The Auction will be conducted on April ____, 2009 at the offices of
Pachulski Stang Ziehl & Jones, LLP, 919 North Market Street, 17th Floor, Wilmington, Delaware 19899,
commencing at 10:00 a.m. (Prevailing Eastern Time), at or such later time as announced in
open Court or designated by the Court.

        Competitive Bidding. At the Auction, participants will be permitted to increase their bids
and will be permitted to bid based only upon the terms of the Baseline Bid (except to the extent
otherwise authorized by the Debtors). Unless there is a Stalking Horse Bid, the bidding will start
at the purchase price and terms proposed in the Baseline Bid, and continue in increments of at
least $20,000.00 in cash or cash equivalents (or such other increment announced by the Debtors,
prior to the start of or during the Auction); provided, however, that if there is a stalking horse
bid, Expense Reimbursement and/or Breakup Fee, the initial overbid must exceed the approved
Expense Reimbursement and Breakup Fee by at least $25,000. The Debtors also retain
discretion with respect to how to conduct the Auction if Bids are received in differing packages
of Offered Assets.

        Evaluation of Qualified Bids. For the purpose of determining the Baseline Bid and
whether a Qualified Bid submitted at the Auction is higher or otherwise better, the Qualified Bid
will be valued based upon factors such as: (a) the purported amount of the Qualified Bid; (b) the
fair value to be provided to the Debtors under the Qualified Bid; (c) the ability to consummate
any proposed sale transaction; (d) whether the Qualified Bidder intends to preserve the jobs of
any of the Debtors’ current employees; and (e) any other factors that the Debtors may deem
relevant. Upon the submission of any bid at the Auction, the Debtors shall announce to all
participants whether the bid submitted is higher or otherwise better than the previously submitted
bid.

       Adoption of Auction Rules. The Debtors may adopt rules for the bidding process at the
Auction that, in their discretion, will best promote the goals of the bidding process and are not
inconsistent with any of the provisions of the Bidding Procedures described herein. Nothing
herein will prevent the Debtors from having separate negotiations with bidders during the
Auction provided that the announcement of any bids actually made will be made in one room, on
an open basis.

        Designation of Successful Bidder. Immediately prior to the conclusion of any Auction,
the Debtors will: (a) review each bid made at the Auction on the basis of financial and
contractual terms and such factors relevant to the sale process, including those factors affecting
the speed and certainty of consummating the proposed sale; (b) in their discretion, identify the
highest and best bid for the applicable Offered Assets at the Auction (the “Successful Bid”); and
(c) notify all Qualified Bidders participating in the Auction, prior to their adjournment, of the
name or names of the Qualified Bidder(s) making the Successful Bid for the applicable Offered
Assets (the “Successful Bidder”), and the amount and other material terms of the Successful Bid.
The Debtors shall also have the right to seek Bankruptcy Court approval, at or after the Sale
Hearing, for one or more Qualified Bids to serve as a back-up bid, to close in the event that a
Successful Bid shall fail to close. At the closing of the transaction contemplated by the
Successful Bid, the Successful Bidder will be entitled to a credit for the amount of its Good Faith

                                                 4
1868918-3
Deposit. Absent irregularities occurring in the course of the Auction, no further bids will be
accepted after the close of the Auction.

        Presentation of Successful Bids to the Bankruptcy Court. At the Sale Hearing, the
Debtors will present each Successful Bid (and may in its discretion, present one or more back up
bids) to the Bankruptcy Court for approval.

                                  Acceptance of Qualified Bids

       The Debtors presently intend to sell the Offered Assets to the Qualified Bidder(s) that
submit(s) the highest and best bid(s). The Debtors’ presentation to the Bankruptcy Court for
approval of any Successful Bid does not constitute the Debtors’ acceptance of such bid. The
Debtors will be deemed to have accepted a bid only when it has been approved by the
Bankruptcy Court at the Sale Hearing.

                                 Return of Good Faith Deposit

       The Good Faith Deposit of a Qualified Bidder shall be returned within three business
days of the earlier of (a) the closing of a sale transaction on the portion of the Offered Assets on
which the Qualified Bidder made a bid or (b) 45 days after the Sale Hearing. If the Successful
Bidder does not close the approved sale, then (in addition to any back up bid previously
approved by the Bankruptcy Court) the Debtors will have the right to present any other bid,
whether made prior to or at the Auction, to the Bankruptcy Court for approval.

                           Reservation of Rights and Modifications

         The Debtors may: (1) determine, in their business judgment, which bid or bids, if any,
constitute the highest or otherwise best offer for the applicable Offered Assets; and (2) reject, at
any time before entry of an order of the Bankruptcy Court approving any bid as the Successful
Bid, any bid that, in the Debtors’ sole discretion, is (a) inadequate or insufficient; (b) not in
conformity with the requirements of the Bankruptcy Code or the Bidding Procedures; or (c)
contrary to the best interests of the Debtors and their estates and creditors. The Debtors may
extend or alter any deadline contained herein that will better promote the maximization of their
estates.

                                        The Sale Hearing

       The Sale Hearing is scheduled to be conducted on April ___, 2009, commencing at
[TBD] a.m./p.m. (Prevailing Eastern Time) at the United States Bankruptcy Court, 824 North
Market Street, Third Floor, Wilmington, Delaware 19801. If any Successful Bidder is selected by the
Debtors, the Debtors will seek the entry of an order from the Bankruptcy Court at the Sale
Hearing approving and authorizing the proposed sale to the Successful Bidder(s) on the terms
and conditions of the Successful Bid.

                                          Miscellaneous

        The Debtors reserve the right to make changes in these Bidding Procedures to promote
the realization of the highest and best offers for the Offered Assets.

                                                 5
1868918-3
Exhibit D
                                              EXHIBIT “D”
                         IN THE UNITED STATES BANKRUPTCY COURT
                              FOR THE DISTRICT OF DELAWARE

In re:                                                         )       Chapter 11
                                                               )
The SCO GROUP, INC., et al.,                                   )       Case No. 07-11337 (KG)
                                                               )       (Jointly Administered)
                                     Debtors.                  )


        NOTICE OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO BE
            ASSUMED AND ASSIGNED AND PROPOSED CURE AMOUNTS

       The SCO Group, Inc. and SCO Operations, Inc. (the “Debtors”), by and through
undersigned counsel, gives notice, pursuant to the Order (A) Approving Bidding Procedures for
Sale of a Portion of or Substantially All of the Debtors’ Assets (B) Approving Certain Bidder
Protections, and (C) Scheduling a Final Sale Hearing and approving the Form and Manner of
Notice Thereof (Docket No. ____) (the “Bid Procedures Order”)1 dated ________, 2009, of the
following executory contracts and unexpired leases to be assumed and assigned by the Debtors
and the respective proposed cure amounts:

                                     SEE ATTACHED EXHIBIT “A”2

        PLEASE TAKE NOTICE THAT pursuant to the Bid Procedures Order, any objection
to the assumption and assignment of the Executory Contracts to the Proposed Buyer (or other
Successful Bidder, as applicable) or Cure shall be filed and served on the Notice Parties3 by the
Objection Deadline,4 which objection (if any) shall be heard by the Court at the Sale Hearing.5 If
no objections is timely received, the Executory Contracts may be deemed assumed and assigned
to the Proposed Buyer of any Successful Bidder, as applicable, in accordance with the Sale
Order, and the Cure (as set forth in this notice) shall be controlling, notwithstanding anything to
the contrary in any Executory Contract or any other document, and the non-debtor party to the
Executory Contract shall be forever barred from asserting any other Cure claims against the
Debtor or Proposed Buyer (or the Successful Bidder, as applicable) or the property of any of
them.



1
  Unless indicated otherwise, capitalized terms used herein shall have the definitions provided in the Bid Procedures
Order.
2
  The Debtors reserve their right to amend Exhibit A at any time prior to the closing date of the Asset Purchase
Agreement.
3
 The Notice Parties include: The SCO Group, 355 South 520 West, Suite 100, Lindon, Utah 84042 (Attn: Darl
McBride and Ryan Tibbitts, Esq.) and Berger Singerman, P.A., Attn: Arthur J. Spector, Esq. and Douglas A. Bates,
Esq.
4
    The Objection Deadline is on or before 4:00 p.m. eastern standard time on _____________, 2009.
5
    The Sale Hearing is on _______________, 2009 commencing at __________ a.m./p.m.
                                                         1
1868896-1
Dated: _________, 2009   PACHULSKI STANG ZIEHL & JONES LLP

                         ________________________________________
                         Laura Davis Jones (Bar No. 2436)
                         James E. O’Neill (Bar No. 4042)
                         Kathleen P. Makowski (Bar No. _____)
                         919 North Market Street, 17th Floor
                         P.O. Box 8705
                         Wilmington, DE 19899-8705 (Courier No. 19801)
                         Telephone: (302) 652-4100
                         Facsimile: (302) 652-4400
                         Email: ljones@pszjlaw.com
                                joneill@pszjlaw.com
                                kmakowksi@pszjlaw.com

                         and

                         BERGER SINGERMAN, P.A.
                         Paul Steven Singerman
                         Arthur J. Spector
                         Douglas A. Bates
                         200 South Biscayne Blvd., Suite 1000
                         Miami, FL 33131
                         Telephone: (305) 755-9500
                         Facsimile: (305) 714-4340
                         and
                         350 E. Las Olas Boulevard, 10th Floor
                         Fort Lauderdale, FL 33301
                         Telephone: (954) 525-9900
                         Facsimile: (954) 523-2872
                         Email: singerman@bergersingerman.com
                                aspector@bergersingerman.com
                                dbates@bergersingerman.com

                         Co-Counsel for the Debtors




                                  2
1868896-1
                                   EXHIBIT A

 Non-Debtor Party to   Description of Contract to be Assumed and   Proposed
    Contract to be                      Assigned                     Cure
Assumed and Assigned




1868896-1
                             UNITED STATES BANKRUPTCY COURT
                              FOR THE DISTRICT OF DELAWARE


      In re:                                                 )         Chapter 11
                                                             )
      The SCO Group, Inc. et al.,                            )
                                                             )         Case No. 07-11337 (KG)
                                    Debtors.                 )         (Jointly Administered))
                                                             )

          ORDER (I) APPROVING SALE OF ASSETS RELATED TO DEBTORS’
       [MOBILITY/OPENSERVER] BUSINESS FREE AND CLEAR OF ALL LIENS,
         CLAIMS, ENCUMBRANCES AND OTHER INTERESTS PURSUANT TO
    SECTION 363(b), (f) AND (m) OF THE BANKRUPTCY CODE, (II) APPROVING THE
      ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS
         AND UNEXPIRED LEASES, AND (III) GRANTING RELATED RELIEF

                 THIS MATTER is before the Court on the motion (the “Sale Motion”) dated

February 4, 2009, of the SCO Group, Inc. and SCO Operations, Inc. (collectively, with the other

above-captioned debtors, the “Debtors”) for entry of an order pursuant to sections 105(a), 363(b)

and 365 of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2002(a)(2),

6004 and 6006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”)

approving (i) the sale (the “Sale”) of certain assets (collectively, the “Purchased Assets”) to

[_________] (the “Purchaser”) pursuant to an Asset Purchase Agreement attached hereto as

Exhibit A (the “Purchase Agreement”), and (ii) approving the assumption and assignment to the

Purchaser of certain executory contracts and unexpired leases, all as defined and described in the

Sale Motion (the “Executory Contracts”); and this Court having reviewed the Sale Motion and

the Purchase Agreement;1 and upon this Court’s prior order, dated ___________, 2009

approving the Bidding Procedures (the “Bidding Procedures Order”); and due notice of the Sale

Motion, the Bidding Procedures Order and the auction conducted in connection therewith (the

1
  Unless otherwise defined in this Order, capitalized terms used herein shall have the meanings ascribed to such
terms in the Motion or the Purchase Agreement, as applicable.



1868904-1
“Auction”) having been given to all parties entitled thereto; and the Auction having been held on

_________, 2009;

               NOW, THEREFORE, upon the entire record of the Sale Hearing (as defined in

the Bidding Procedures Order) and these cases, and after due deliberation thereon and good

cause appearing therefor;

               IT IS HEREBY FOUND AND DETERMINED THAT:

               A.      This Court has jurisdiction over the Sale Motion and the relief requested

therein pursuant to 28 U.S.C. §§ 157 and 1334, and this matter is a core proceeding pursuant to

28 U.S.C. § 157(b)(2)(A) and (N). Venue of these cases and the Sale Motion in this district is

proper under 28 U.S.C. § 1408.

               B.      The statutory predicates for the relief sought in the Sale Motion are

sections 105(a), 363(b), 365 and 1146(c) of the Bankruptcy Code, implemented by Bankruptcy

Rules 2002, 6004 and 6006.

               C.      Proper, timely, adequate and sufficient notice of the Sale Motion and the

relief requested therein, the Auction, the Sale Hearing, the Sale, the assumption and assignment

of the Executory Contracts, and related transactions described in the Purchase Agreement (all

such transactions being collectively referred to as the “Sale Transaction”), has been provided in

accordance with sections 102(1) and 363 of the Bankruptcy Code and Bankruptcy Rules 2002,

6004 and 6006 and in compliance with the Bidding Procedures Order to all interested persons

and entities, including (i) the Purchaser and its legal counsel, (ii) all potential bidders known to

the Debtors, (iii) all parties who are known to claim interests in or liens upon the Purchased

Assets, (iv) all applicable federal, state and local taxing and regulatory authorities listed in the

Debtors’ bankruptcy schedules, (v) the Office of the United States Trustee for the District of




1868904-1                                          2
Delaware (the “U.S. Trustee”), (vi) all other parties who have requested special notice pursuant

to Bankruptcy Rule 2002 and (vii) all parties to the Executory Contracts. Such notice was good

and sufficient, and appropriate under the particular circumstances, and no other or further notice

of the Sale Motion, the relief requested therein and all matters relating thereto, the Auction, the

Sale Hearing, the Sale Transaction or entry of this Order is or shall be required.

               D.      As demonstrated by (i) the testimony and/or other evidence proffered or

adduced at the Sale Hearing and (ii) the representations of counsel made on the record at the Sale

Hearing, the Debtors have marketed the Purchased Assets and conducted the sale process in

compliance with the Bidding Procedures Order.

               E.      Creditors, parties-in-interest and other entities have been afforded a

reasonable opportunity to bid for the Purchased Assets. A reasonable opportunity to object or be

heard with respect to the Sale Motion and the relief requested therein has been afforded to all

interested persons and entities.

               F.      The Debtors have full corporate power and authority to consummate the

Sale Transaction pursuant to the Purchase Agreement and all other documents contemplated

thereby, and no consents or approvals, other than those expressly provided for in the Purchase

Agreement, are required for the Debtors to consummate the Sale Transaction. Each item of the

Purchased Assets constitutes alienable property of the estate of at least one Debtor, and the

Debtors shall have authority to transfer or cause to be transferred such Purchased Assets as

provided in the Purchase Agreement.

               G.      Approval of the Purchase Agreement and consummation of the Sale

Transaction are in the best interests of the Debtors, their creditors, their estates, and other




1868904-1                                          3
parties-in-interest and is in furtherance of the Debtors Amended Joint Plan of Reorganization

dated January 8, 2009.

               H.      The Debtors have demonstrated both (i) good, sufficient, and sound

business purpose and justification and (ii) compelling circumstances for the Sale pursuant to

section 363(b) of the Bankruptcy Code prior to, and outside of, a plan.

               I.      The Purchase Agreement was negotiated, proposed and entered into

by and among the Debtors and the Purchaser, without collusion, in good faith, and from

arm’s-length bargaining positions.

               J.      The Purchaser is a good faith purchaser under section 363(m) of the

Bankruptcy Code and, as such, is entitled to all of the protections afforded thereby. The

Purchaser has at all times acted in good faith and will continue to be acting in good faith within

the meaning of section 363(m) of the Bankruptcy Code in closing the transactions contemplated

by the Purchase Agreement and at all times after the entry of this Order.

               K.      The terms and conditions of the Purchase Agreement are fair and

reasonable. The consideration provided by the Purchaser for the Purchased Assets pursuant to

the Purchase Agreement (i) is fair and reasonable, (ii) is the highest or best offer for the

Purchased Assets, (iii) will provide a greater recovery for the Debtors’ creditors than would be

provided by any other practical available alternative, and (iv) constitutes reasonably equivalent

value and fair consideration under the Bankruptcy Code and under the laws of the United States,

any state, territory, possession, or the District of Columbia.

               L.      The Purchaser is not and will not be liable to any agent, broker, person or

firm acting or purporting to act on behalf of either the Debtors or the Purchaser for any

commission, broker’s fee or finder’s fee respecting the Sale Transaction.




1868904-1                                         4
                 M.    The Purchaser has provided adequate assurance of its future performance

under the Executory Contracts within the meaning of sections 365(b)(1)(c) and (f)(2)(B) of the

Bankruptcy Code.

                 N.    The Debtors have demonstrated that assuming and assigning the

Executory Contracts pursuant to the Purchase Agreement is an exercise of their sound business

judgment and is in the best interests of the Debtors, their estates and parties-in-interest.

                 O.    The Purchaser provided the Debtors with a 10% deposit (the “Deposit”) in

accordance with the Purchase Agreement, which Deposit is currently being held by counsel for

the Debtors pursuant to the Purchase Agreement.

                 P.    The Purchased Assets constitute property of the Debtors’ estates. The

transfer of the Purchased Assets to the Purchaser will be a legal, valid, and effective transfer of

the Purchased Assets, and will vest the Purchaser with all right, title, and interest of the Debtors

in and to the Purchased Assets free and clear of all liens, claims, interests, obligations, rights and

encumbrances, except as otherwise specifically provided in the Purchase Agreement. Except as

specifically provided in the Purchase Agreement, the Purchaser shall have no liability for any

claims against the Debtors or their estates or any liabilities or obligation of the Debtors or

their estates.

                 Q.    The Debtors may sell the Purchased Assets free and clear of all liens,

encumbrances, pledges, mortgages, deeds of trust, security interests, claims, leases, charges,

options, rights of first refusal, easements, servitudes, proxies, voting trusts or agreements,

transfer restrictions under any agreement (collectively, “Liens”) and adverse claims, except as

provided in the Purchase Agreement, because one or more of the standards set forth in

section 363(f)(1) – (5) has been satisfied with regard to each such Lien or adverse claim. Those




1868904-1                                         5
non-Debtor parties with Liens or adverse claims in or with respect to the Purchased Assets who

did not object, or who withdrew their objections to the Sale Transaction or the Sale Motion are

deemed to have consented to the sale of the Purchased Assets free and clear of those non-Debtor

parties’ interests in the Purchased Assets pursuant to section 363(f)(2) of the Bankruptcy Code.

                R.     Except as otherwise set forth in the Purchase Agreement, the transfer

of the Purchased Assets to the Purchaser (i) does not constitute an avoidable transfer under the

Bankruptcy Code or under applicable bankruptcy or non-bankruptcy law and (ii) does not and

will not subject the Purchaser to any liability whatsoever with respect to the operation of the

Debtors’ business prior to the closing of the Sale Transaction (the “Closing”) or by reason of

such transfer under the laws of the United States, any state, territory, or possession thereof, or the

District of Columbia, based, in whole or in part, directly or indirectly, in any theory of law or

equity including, without limitation, any laws affecting antitrust, successor, transferee or

vicarious liability.

                S.     The sale of the Purchased Assets to the Purchaser is a prerequisite to the

Debtors’ ability to confirm and consummate the Plan or a different plan. The Sale Transaction is

therefore an integral part of a plan or plans to be confirmed in the Debtors’ cases and, thereby,

constitutes a transfer pursuant to section 1146(a) of the Bankruptcy Code, which shall not be

taxed under any law imposing a transfer tax, a stamp tax or any similar tax.

                T.     Except for those contracts specifically listed in Schedule [___] (and

assumed by Purchaser in its absolute discretion at the Closing (as defined by the Purchase

Agreement), if any), all contracts and licenses assumed by the Debtors and assigned to Purchaser

may be assumed and assigned free and clear of Liens (as defined in the Purchase Agreement),

interests or claims; there are no defaults required to be cured in connection therewith.




1868904-1                                         6
               U.      Purchaser shall be able to operate the business currently conducted by the

Debtors in the same manner as the Debtors currently operate such business.

               V.      The Purchaser would not have entered into the Purchase Agreement and

would not consummate the Sale Transaction without all of the relief provided for in this Order.

               W.      The Sale Transaction pursuant to the Purchase Agreement and this Order

are consistent with the provisions of section 363(b)(1) of the Bankruptcy Code.

               NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND

DECREED THAT:

               1.      The Sale Motion is GRANTED in its entirety.

               2.      The findings of fact set forth above and conclusions of law stated herein

shall constitute this Court’s findings of fact and conclusions of law pursuant to Bankruptcy

Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent

any finding of fact later shall be determined to be a conclusion of law, it shall be so deemed, and

to the extent any conclusion of law later shall be determined to be a finding of fact, it shall be so

deemed.

               3.      All objections, if any, to the Sale Motion or the relief requested therein

that have not been withdrawn, waived, or settled, and all reservations of rights included in such

objections, are hereby overruled on the merits with prejudice.

                               Approval of the Purchase Agreement

               4.      The Sale Transaction, and all of the terms and conditions and transactions

contemplated by the Purchase Agreement are authorized and approved pursuant to

sections 105(a), 363(b) and 365(a) of the Bankruptcy Code.




1868904-1                                         7
               5.      Pursuant to section 363(b) of the Bankruptcy Code, the Debtors are

authorized and directed to consummate the Sale Transaction, pursuant to and in accordance with

the terms and conditions of the Purchase Agreement.

               6.      The Debtors are authorized and directed to execute and deliver, and

empowered to perform under, consummate, and implement the Purchase Agreement, together

with all additional instruments and documents that may be reasonably necessary or desirable to

implement the Purchase Agreement and effectuate the provisions of this Order and the

transactions approved hereby, and to take all further actions as may be requested by the

Purchaser for the purpose of assigning, transferring, granting, conveying and conferring to the

Purchaser or reducing to possession, the Purchased Assets, or as may be necessary or appropriate

to the performance of the obligations as contemplated by the Purchase Agreement. The Purchase

Agreement and any related agreements, documents, or other instruments may be modified,

amended, or supplemented by the parties thereto, in a writing signed by all parties and in

accordance with the terms thereof, without further order of the Court, provided, however, that

any such modification, amendment, or supplement does not have a material adverse effect on the

Debtors’ estates.

                                 Transfer of the Purchased Assets

               7.      Except as otherwise provided in the Purchase Agreement, pursuant to

sections 105(a) and 363(f) of the Bankruptcy Code, upon the Closing, the Purchased Assets (and

good and marketable title to such Purchased Assets) shall be transferred to the Purchaser free and

clear of all Liens, with all such Liens to attach to the net proceeds of the Sale Transaction in the

order of their priority, with the same validity, force and effect which they now have as against




1868904-1                                         8
the respective Purchased Assets, subject to any claims and defenses, setoffs or rights of

recoupment the Debtors may possess with respect thereto.

               8.      Upon the Closing (as defined by the Purchase Agreement), except for

those contracts specifically listed in Schedule [___] (and assumed by Purchaser in its absolute

discretion at the Closing (as defined by the Purchase Agreement), if any), all contracts and

licenses assumed by the Debtors and assigned to Purchaser shall be assumed and assigned free

and clear of Liens (as defined in the Purchase Agreement), interests or claims; there are no

defaults required to be cured in connection therewith.

               9.      The Debtors are authorized and directed, in accordance with

section 365(a) of the Bankruptcy Code, and subject to the terms of the Purchase Agreement, to

(a) assume and assign to the Purchaser, and have the Purchaser accept assignment of, the

Executory Contracts and (b) execute and deliver to the Purchaser such documents or other

instruments as may be necessary to assign and transfer to the Purchaser such Executory

Contracts. In accordance with sections 365(b)(2) and (f) of the Bankruptcy Code, upon transfer

of the Executory Contracts, to the Purchaser, (a) the Purchaser shall have all of the rights of the

Debtors thereunder and each provision of such Executory Contracts shall remain in full force and

effect for the benefit of the Purchaser notwithstanding any provision in any such Executory

Contract or in applicable law that prohibits, restricts or limits in any way any such assignment or

transfer and (b) no Executory Contract may be terminated, or the rights of any party modified in

any respect, including pursuant to any “change of control” clause, by any other party thereto as a

result of the transactions contemplated by the Purchase Agreement. Any cross-default or similar

provision in an Executory Contract that alters or creates a right to alter rights or obligations of

the Debtors, their successors or assigns (including the Purchaser) under an Executory Contract as




1868904-1                                         9
a result of an act or omission of the Debtors, their successors or assigns (other than the

Purchaser) under or in respect of another contract shall be null and void and of no force and

effect.

               10.     The transfer of the Purchased Assets pursuant to the Sale Transaction is a

transfer pursuant to section 1146(a) of the Bankruptcy Code and, accordingly, shall not be taxed

and/or shall not be subject to any tax under any federal, state, local, municipal or other law

imposing or claiming to impose a stamp tax or a sale, use, transfer, or any other similar tax on

any of the Debtors’ transfers or sales of real estate, personal property or other assets owned by

the Debtors or transferred in connection with the Sale Transaction. Each and every federal, state

and local government agency or department is hereby directed to accept any and all documents

and instruments necessary and appropriate to consummate the transfer of any of the Purchased

Assets, all without imposition or payment of any stamp tax, transfer tax, or similar tax.

                                       Additional Provisions

               11.     Prior to or upon the Closing of the Sale Transaction, each of the Debtors’

creditors is authorized and directed to execute such documents and take all other actions as may

be necessary to release their interests, if any, in the Purchased Assets as such interests may have

been recorded or may otherwise exist.

               12.     Except as otherwise provided in the Purchase Agreement, this Order

(a) shall be effective as a determination that, upon the Closing, all Liens existing with respect to

the Debtors and/or the Purchased Assets prior to the Closing have been unconditionally released,

discharged and terminated as to the Purchaser and the Purchased Assets, and that the

conveyances described herein have been effected, and (b) shall be binding upon all filing agents,

filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars




1868904-1                                         10
of deeds, administrative agencies, governmental departments, secretaries of state, federal, state,

and local officials, and all other persons and entities who may be required by operation of law,

the duties of their office, or contract, to accept, file, register or otherwise record or release any

documents or instruments, or who may be required to report or insure any title or state of title in

or to any of the Purchased Assets.

                13.      Each and every federal, state, and local governmental agency or

department or office is hereby directed to accept this Order and any and all documents and

instruments necessary and appropriate to consummate the transactions contemplated by the

Purchase Agreement.

                14.      If any person or entity that has filed financing statements, mortgages,

mechanic’s liens, lis pendens or other documents or agreements evidencing interests with respect

to the Debtors and/or the Purchased Assets shall not have delivered to the Debtors prior to the

Closing, in proper form for filing and executed by the appropriate parties, termination

statements, instruments of satisfaction or releases of all interests which the person or entity has

with respect to the Debtors, the Purchased Assets or otherwise, then (a) the Debtors are hereby

authorized and directed to execute and file such statements, instruments, releases and other

documents on behalf of the person or entity with respect to the Purchased Assets and (b) the

Purchaser and/or the Debtors are hereby authorized to file, register, or otherwise record a

certified copy of this Order, which, once filed, registered, or otherwise recorded, shall constitute

conclusive evidence of the release of all Liens in, against or with respect to the Debtors and/or

the Purchased Assets. This Order is deemed to be in recordable form sufficient to be placed in

the filing or recording system of each and every federal, state, and local governmental agency,

department, or office.




1868904-1                                         11
                  15.   All entities who are presently, or at Closing may be, in possession of some

or all of the Purchased Assets are hereby directed to surrender possession of the Purchased

Assets to the Purchaser upon the Closing.

                  16.   No bulk sales law, or similar law of any state or other jurisdiction shall

apply in any way to the transactions contemplated by the Purchase Agreement, the Sale Motion

and this Order.

                  17.   This Court hereby retains jurisdiction to enforce and implement the terms

and provisions of the Purchase Agreement, all amendments thereto, any waivers and consents

thereunder, and of each of the agreements executed in connection therewith in all respects

including, but not limited to, retaining jurisdiction to (a) compel delivery of the Purchased Assets

to the Purchaser, (b) resolve any dispute, controversy or claim arising under or related to the

Purchase Agreement, or the breach thereof and (c) interpret, implement, and enforce the

provisions of this Order and resolve any disputes related thereto.

                  18.   Nothing contained in any plan confirmed in these Chapter 11 cases or any

order of this Court confirming such plan shall conflict with or derogate from the provisions of

the Purchase Agreement or the terms of this Order. Any plan(s) of reorganization respecting the

Debtors confirmed in these cases (hereinafter, and as same may be amended or modified,

collectively, the “Plan”) and any confirmation order(s) entered with respect to such Plan(s)

(hereinafter, and as same may be amended or modified, collectively, the “Confirmation Order”)

shall ratify, reaffirm and provide for the assumption by the reorganized Debtors (or any other

successors to the Debtors) under such Plan, all obligations of the Debtors under or relating to the

this Order and the Sale Transaction; and this Order, Sale Transaction and all obligations of the

Seller arising under or relating thereto shall survive entry of (a) any Confirmation Order, (b) any




1868904-1                                         12
order converting any of the Debtors’ cases to a case under Chapter 7 of the Bankruptcy Code,

and (c) any order dismissing any of the Debtors’ cases or any successor cases under Chapter 7 of

the Bankruptcy Code; and the Debtors’ obligations under or relating to the this Order and Sale

Transaction (a) shall not be discharged, released, waived, terminated, modified or in any manner

altered by any Plan or Confirmation Order, and (b) shall be binding upon, and inure to the

benefit of, the Purchaser, the Debtors and their estates, and their respective trustees, officers,

heirs, executors, administrators, successors and assigns, including, without limitation, any

Chapter 11 or Chapter 7 trustee appointed with respect to these cases.

               19.     The transactions contemplated by the Purchase Agreement are undertaken

by the Purchaser in good faith, as that term is used in section 363(m) of the Bankruptcy Code.

Accordingly, any reversal or modification on appeal of the authorization provided herein to

consummate the Sale Transaction shall not affect the validity of the Sale Transaction to the

Purchaser, unless such authorization is duly stayed pending such appeal. The Purchaser is a

purchaser in good faith of the Purchased Assets and is entitled to all of the protections afforded

by section 363(m) of the Bankruptcy Code.

               20.     The terms and provisions of the Purchase Agreement and this Order shall

be binding in all respects upon, and shall inure to the benefit of, the Debtors, their estates, their

creditors, their shareholders, the Purchaser, and any of such parties’ respective affiliates,

designees, successors, and assigns, and shall be binding in all respects upon any affected third

parties notwithstanding any subsequent appointment of any trustee(s), examiner(s), or receiver(s)

under any Chapter of the Bankruptcy Code or any other law, and all such provisions and terms

shall likewise be binding on such trustee(s), examiner(s), or receiver(s) and shall not be subject




1868904-1                                         13
to rejection or avoidance by the Debtors, their estates, their creditors, their shareholders or any

trustee(s), examiner(s), or receiver(s).

                21.    The automatic stay imposed by section 362 of the Bankruptcy Code is

modified to permit Purchaser to take any action permitted under the Purchase Agreement.

                22.    The failure specifically to include any particular provision of the Purchase

Agreement in this Order shall not diminish or impair the effectiveness of such provision, it being

the intent of this Court that the Purchase Agreement be authorized and approved in its entirety.

Further, if there is any inconsistency with the description of the terms of the Purchase Agreement

set forth herein and this Order, the terms of the Purchase Agreement shall control.

                23.    The Purchase Agreement and any related agreements, documents, or other

instruments may be modified, amended, or supplemented by the parties thereto, in a writing

signed by both parties, and in accordance with the terms thereof; without further order of this

Court, provided that any such modification, amendment or supplement does not have a material

adverse effect on the Debtors’ estates.

                24.    As provided by Bankruptcy Rule 7062, and notwithstanding Bankruptcy

Rules 6004(g) and 6006(d), this Order shall not be automatically stayed, but shall be effective

and enforceable immediately upon the signing of this Order.

Dated:                     , 2009
            Wilmington, Delaware


                                               HONORABLE KEVIN GROSS
                                               UNITED STATES BANKRUPTCY JUDGE




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