Netgear 2012 Annual Report Download - page 152

ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”)
is made and entered into as of January 28, 2013 by and among
NETGEAR, INC., a Delaware corporation (
“ US Buyer ”),
NETGEAR HOLDINGS LIMITED, a limited company organized under the
laws of Ireland and a subsidiary of US Buyer (“ IP Buyer ”),
NETGEAR INTERNATIONAL LIMITED, a limited company organized
under the laws of Ireland and a subsidiary of US Buyer (“ International Buyer ”),
NETGEAR CANADA LIMITED, a corporation
organized under the laws of the province of New Brunswick, Canada and a subsidiary of US Buyer (“ Canadian Buyer ”),
NETGEAR
AUSTRALIA PTY LTD, a proprietary company organized under the laws of Australia and a subsidiary of US Buyer (“
Australian
Buyer ” and collectively with US Buyer, IP Buyer, International Buyer and Canadian Buyer, “ Buyers ”),
and SIERRA WIRELESS,
INC., a federal Canadian corporation (“ Canadian Seller ”),
SIERRA WIRELESS AMERICA, INC., a Delaware corporation and a
wholly owned subsidiary of Canadian Seller (“ US Seller ”)
and SIERRA WIRELESS (AUSTRALIA) PTY LTD, a company organized
under the laws of Australia and an indirect wholly owned subsidiary of Canadian Seller (“ Australian Seller ”
and collectively with US
Seller and Canadian Seller, “ Sellers ”).
Each of US Buyer, IP Buyer, International Buyer, Canadian Buyer, Australian Buyer, Canadian
Seller, US Seller and Australian Seller is referred to herein sometimes as a “ Party ” and together as the “ Parties .”
W I T N E S S E T H:
WHEREAS, Canadian Seller is the parent corporation of a group of companies that are engaged in the development of wireless
technologies and solutions for the machine-to-machine (“ M2M ”) and mobile computing markets; and
WHEREAS, the aforesaid mobile computing business includes, among other things, the AirCard Business, the assets of which
are owned by or licensed or leased to Canadian Seller and certain of its Subsidiaries; and
WHEREAS, Buyers desire to purchase the AirCard Business from Sellers, and Sellers desire to sell the AirCard Business to
Buyers, pursuant to a purchase and sale of the Acquired Assets and an assumption of the Assumed Liabilities (such transactions being
referred to herein collectively as the “ Transactions ”); and
WHEREAS, Buyers and Sellers will enter into the Transition Services Agreement, effective upon the consummation of the
Transactions at the Closing, which agreement will describe the services to be provided by the Sellers to the Buyers, and vice versa, for
the orderly and effective transition of the AirCard Business to Buyers; and
WHEREAS, Buyers and Sellers desire to make certain representations, warranties, covenants and agreements, as more fully set
forth in this Agreement, in connection with the Transactions.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements
herein set forth, and intending to be legally bound hereby, the Parties hereby agree as follows: