MASTER ASSET PURCHASE AGREEMENT among ROLLING WIRELESS (H.K.) LIMITED as the Buyer, and SIERRA WIRELESS, INC., SIERRA WIRELESS AMERICA, INC., SIERRA WIRELESS HONG KONG LIMITED, SIERRA WIRELESS DEUTSCHLAND GMBH, SIERRA WIRELESS JAPAN K.K., SIERRA...

Exhibit 99.2

ARTICLE I INTERPRETATION			2
	1.1	Specific Definitions	2
	1.2	Other Definitional Provisions; Priority	16
	1.3	Disclosure Schedule	17
ARTICLE II SALE AND PURCHASE			17
	2.1	Sale and Purchase of Assets	17
	2.2	Excluded Assets	19
	2.3	Assumed Liabilities	20
	2.4	Excluded Liabilities	21
	2.5	Purchase Price	22
	2.6	Closing	22
	2.7	Closing Statements; Adjustment	23
	2.8	Withholding Taxes	25
	2.9	Consent to Certain Assignments and Further Assurances	26
	2.10	Price Allocation	27
	2.11	Inventory Audit	28
ARTICLE III REPRESENTATIONS AND WARRANTIES AS TO THE SELLERS			29
	3.1	Organization, Authorization, etc.	29
	3.2	Conflicts, Consents, Subsequent Actions	30
	3.3	Litigation	30
	3.4	Solvency	30
	3.5	Regulatory Matters	30
ARTICLE IV REPRESENTATIONS AND WARRANTIES AS TO THE BUSINESS AND SIERRA CHINA			31
	4.1	Title to Purchased Assets; Sufficiency of Purchased Assets	31
	4.2	Organization, Authorization, Capitalization etc.	31
	4.3	Financial Statements	32
	4.4	Indebtedness	33
	4.5	No Equity	33
	4.6	Validity of Accounts Receivable	33
	4.7	Inventory	33
	4.8	Absence of Undisclosed Liabilities	33
	4.9	Events Subsequent to Latest Financial Statements	33
	4.10	Taxes	35
	4.11	Litigation	37
	4.12	Compliance with Laws	37
	4.13	Employee Benefits	38
	4.14	Employee and Labor Matters	38
	4.15	Permits	38
	4.16	Real Property	39

	4.17	Intellectual Property	39
	4.18	Contracts	41
	4.19	Insurance	43
	4.20	Environmental Matters	43
	4.21	Brokers and Finders	43
	4.22	Suppliers and Customers	43
	4.23	Product Recall, Liability and Warranty	44
	4.24	Affiliated Transactions	45
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER			45
	5.1	Corporate Status	45
	5.2	Authorization, etc.	45
	5.3	Conflicts, Consents	46
	5.4	Litigation	46
	5.5	Brokers and Finders	46
ARTICLE VI COVENANTS			46
	6.1	Conduct of the Business	46
	6.2	Efforts to Consummate Transaction; Regulatory Approvals	47
	6.3	Additional Regulatory Matters	48
	6.4	Required PRC Approvals	49
	6.5	Filing Fees	49
	6.6	Notices of Certain Events	49
	6.7	Additional Seller Pre-Closing Activities	50
	6.8	Access and Information	50
	6.9	Retained Employees; Terms of Employment; No Third Party Beneficiaries	51
	6.10	Contact with Customers and Suppliers, etc.	52
	6.11	Publicity	52
	6.12	Solicitation	52
	6.13	Bank Guarantee	53
	6.14	Bulk Sales Law	53
	6.15	Quarterly Interim Financial Statements	53
	6.16	Cooperation; Financial Statements	53
	6.17	Non-Competition; Non-solicitation	53
	6.18	French Matters	56
	6.19	Release	56
	6.20	Business Books and Records.	56
	6.21	Operating Cash	56
	6.22	Product Certification	57
	6.23	Reseller Agreement	57
	6.24	Onboarding Matters	57
	6.25	Affiliated Transactions	57

ARTICLE VII INDEMNIFICATION			57
	7.1	Survival.	57
	7.2	Indemnification by Sellers and Buyer	58
	7.3	Calculation of "Losses"; Limitation on Losses; Procedures	59
ARTICLE VIII CONDITIONS TO CLOSING			62
	8.1	Conditions to the Obligation of the Sellers and the Buyer	62
	8.2	Conditions to the Obligation of the Buyer	63
	8.3	Conditions to the Obligation of the Sellers	64
ARTICLE IX TAX MATTERS			65
	9.1	Proration of Taxes	65
	9.2	Transfer Taxes	66
	9.3	GST	67
	9.4	Cooperation on Tax Matters	67
	9.5	Tax Refunds.	67
ARTICLE X GUARANTEED PAYMENT; TERMINATION			68
	10.1	Guaranteed Payment	68
	10.2	Termination Payment	68
	10.3	Exclusive Remedy	68
	10.4	Termination	68
	10.5	Effect of Termination	69
ARTICLE XI GENERAL PROVISIONS			70
	11.1	Expenses.	70
	11.2	Further Actions	70
	11.3	Notices	70
	11.4	Assignment; Successors	71
	11.5	Amendment; Waivers, Specific Performance	72
	11.6	Entire Agreement	72
	11.7	Severability	72
	11.8	Headings	72
	11.9	Counterparts.	72
	11.10	No Third Party Beneficiaries	73
	11.11	Governing Law	73
	11.12	Dispute Resolution	73
	11.13	Waiver of Punitive and Other Damages	74

A	Form of Assignment and Assumption Agreement

B	Form of ▇▇▇▇ of Sale

C	Form of French Business Put Option Agreement

D	Form of IP License Agreement

E	Form of Share Purchase Agreement

F	Form of Transition Services Agreement

1.1-1

Additional Equipment

1.1-2

AECM Products

1.1-3

Carve-out Principles

1.1-4

Key Employees

1.1-5

Permitted Liens

1.1-6

Regulatory Approvals

1.1-7

Schedule of Adjustment Principles

1.1-8

Schedule of Estimated Net Debt

2.1(d)

Assigned Contracts

2.1(e)

Equipment

2.1(g)

Included Permits

2.2(1)

Excluded Permits

2.3(a)

Designated Assumed Liabilities

2.4(h)

Designated Excluded Liabilities

2.10	Initial Allocation

6.1	Conduct of the Business

6.7	Pre-Closing Activities

6.9(a)

Retained Employees

	ROLLING WIRELESS (H.K.) LIMITED
	By:	(signed) "▇▇▇▇ ▇▇"
		Name: ▇▇▇▇ ▇▇
		Title:   Director

	SIERRA WIRELESS INC.
	By:	(signed) "▇▇▇▇ ▇▇▇▇▇▇▇"
		Name: ▇▇▇▇ ▇▇▇▇▇▇▇
		Title:
	SIERRA WIRELESS AMERICA, INC.
	By:	(signed) "▇▇▇ ▇▇▇▇▇▇▇▇"
		Name: ▇▇▇ ▇▇▇▇▇▇▇▇
		Title:
	SIERRA WIRELESS HONG KONG LIMITED
	By:	(signed) "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"
		Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:
	SIERRA WIRELESS DEUTSCHLAND GMBH
	By:	(signed) "▇▇▇▇▇▇ ▇▇▇▇▇▇▇"
		Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:
	SIERRA WIRELESS JAPAN K.K.
	By:	(signed) "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"
		Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:

	SIERRA WIRELESS KOREA LIMITED
	By:	(signed) "▇▇▇▇▇▇▇ ▇▇▇▇▇"
		Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:
	SIERRA WIRELESS (ASIA-PACIFIC) LIMITED
	By:	(signed) "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"
		Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:

	SIERRA WIRELESS INC.
	By:
		Name:
		Title:
	SIERRA WIRELESS AMERICA, INC.
	By:
		Name:
		Title:
	SIERRA WIRELESS HONG KONG LIMITED
	By:
		Name:
		Title:
	SIERRA WIRELESS DEUTSCHLAND GMBH
	By:
		Name:
		Title:
	SIERRA WIRELESS JAPAN K.K.
	By:
		Name:
		Title:

	SIERRA WIRELESS KOREA LIMITED
	By:
		Name:
		Title:
	SIERRA WIRELESS (ASIA-PACIFIC) LIMITED
	By:
		Name:
		Title:

	[•]
	By:
		Name:
		Title:

	SIERRA WIRELESS INC.
	By:
		Name:
		Title:
	SIERRA WIRELESS AMERICA, INC.
	By:
		Name:
		Title:
	SIERRA WIRELESS HONG KONG LIMITED
	By:
		Name:
		Title:
	SIERRA WIRELESS DEUTSCHLAND GMBH
	By:
		Name:
		Title:
	SIERRA WIRELESS JAPAN K.K.
	By:
		Name:
		Title:

	SIERRA WIRELESS KOREA LIMITED
	By:
		Name:
		Title:
	SIERRA WIRELESS (ASIA-PACIFIC) LIMITED
	By:
		Name:
		Title:

	[•]
	By:
		Name:
		Title:

To:	Sierra Wireless S.A. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇▇▇ Cedex 391 838 042 RCS Nanterre (the "Beneficiary" or "you")

1	Put Option

1.1

We hereby irrevocably undertake to acquire from the Beneficiary the French Business, as further described in the French Asset Purchase Agreement, a copy of which is attached hereto as Schedule 1 (the "French Asset Purchase Agreement"), under the terms and conditions set out in the French Asset Purchase Agreement (such commitment (constituting a "promesse unilatérale d'achaf"), the "Put Option"). The aggregate consideration to be paid by the Buyer to the Beneficiary for the French Business in the event the Put Option is exercised shall be equal to the Purchase Price, as adjusted pursuant to the terms of the French Asset Purchase Agreement.

1.2	By countersigning this agreement, the Beneficiary accepts the Put Option solely as an option without any undertaking to exercise it.

1.3

The Put Option shall enter into force on the date hereof (the "Put Option Date") and shall remain valid until the earlier of (i) the date which is five (5) Business Days after the completion of the Consultation Process (or the date on which it is deemed completed in accordance with paragraph 3.4 below) and (ii) three (3) months after the Put Option Date or any other timeframe agreed upon by the Buyer and the Beneficiary (the "Option Period").

1.4	The Put Option may be exercised at any time until the end of the Option Period by written notice in the form attached hereto as Schedule 2 sent by the Beneficiary to the Buyer in accordance with the provisions of Clause 11.5 (Notices) of the French Asset Purchase Agreement (the "Exercise Notice").

1.5

If no Exercise Notice has been sent by the end of the Option Period, the Put Option shall automatically lapse without any action on the part of either party, and each party shall be released from its obligations under this agreement, save for the provisions of paragraphs 8 (Confidentiality), 10 (Reference to the provisions of the French Asset Purchase Agreement) and 11 (Governing Law — Disputes) below, with no costs, indemnity or penalties of any kind payable to or by any party save for any prior breach of this Put Option.

1.6

If an Exercise Notice has been sent by the end of the Option Period, we hereby irrevocably and unconditionally undertake to sign and enter into the French Asset Purchase Agreement within five (5) Business Days as from receipt of the Exercise Notice and in any event to acquire the French Business from the Beneficiary in accordance with the terms and subject to the conditions set forth in the French Asset Purchase Agreement.

1.7	We hereby acknowledge that by countersigning this agreement, you will be only bound by the obligations provided under paragraphs 3 (Consultation Process), 4 (Municipality Pre-emptive Right Procedure), 5 (Exclusivity), 6 (Conduct of the French Business), 7.3 and 8 (Confidentiality) below.

2	Financing of the Transaction

3	Consultation Process

3.1

We acknowledge and agree that, in accordance with applicable law, before any decision is made by the Beneficiary to enter into the French Asset Purchase Agreement in connection with the contemplated Transaction, the works council (comité social et économique) of the Beneficiary (the "Works Council") shall be consulted about the Transaction (the "Consultation Process").

3.2

By countersigning this agreement, you shall (within the limit of your powers) and shall cause the management of the Beneficiary to, as soon as reasonably practicable after the Put Option Date and in any event no later than ten (10) Business Days after the Put Option Date, convene meeting(s) of the Works Council, and conduct diligently the Consultation Process in order to complete the Consultation Process as soon as reasonably practicable after the Put Option Date and in any event prior to the end of the Option Period.

3.3	We hereby undertake to, and to cause our Affiliates to, (i) upon request from you, provide you with any relevant document or information (including with respect to the structure chart of the Buyer and its Affiliates, the financing of the Transaction and our prospects for

3.4	For the purpose of this agreement, the Consultation Process shall be deemed to have been completed in relation to the contemplated Transaction if either:

(a)

the Works Council has issued an opinion (either express (positive or negative) or implied) with respect to the contemplated Transaction as documented by duly signed minutes of the meeting (or an excerpt thereof) during which such opinion has been issued; or

(b)

in the absence of any such opinion, the Works Council is deemed to have rendered an opinion following the expiration of the period provided under article R. 2312-6 of the French Labor Code (or the expiry of such longer period as may be ordered by the competent court in accordance with article L. 2312-15 of the French Labor Code).

4	Municipality Pre-emptive Right Procedure

4.1	We understand that the Municipality of Issy-les-Moulineaux has a pre-emptive right on the French Business in accordance with articles L.214-1 et seq. of the French Urban Code (Code de Pubanisme).

4.2

By countersigning this agreement, you shall (within the limit of your powers) and shall cause the management of the Beneficiary to, as soon as reasonably practicable after the Put Option Date and in any event no later than ten (10) Business Days after the Put Option Date, make, in accordance with the terms of the French Asset Purchase Agreement, full and accurate filings with the Municipality of Issy-les- Moulineaux in order to obtain its waiver as soon as possible.

5	Exclusivity

(a)

(i) pursue, initiate, solicit, encourage, undertake or facilitate any inquiry, proposal or offer by any person or entity (other than the Buyer and/or any of its representatives) with respect to (x) the transfer of the French Business or (y) any other transaction similar to, or having the same purpose as the Transaction (any such inquiry, proposal or offer, a "Competing Proposal"), (ii) enter into, continue, or participate in any discussions or negotiations with any person or entity (other

(b)

furnish any information or afford access to the financial position, properties, assets, or the books and records of the French Business to any person or entity (other than the Buyer and/or any of its representatives) in connection with any Competing Proposal;

(c)

initiate or take any action that could frustrate the completion of the contemplated Transaction.

6	Conduct of the French Business

(a)

conduct the French Business in the Ordinary Course of Business; and

(b)

not take any action that, if such action had been taken prior to the Put Option Date, would cause any of the representations or warranties in Section 4.9 of the MAPA to be inaccurate.

7	Enforcement

7.1	The parties hereto expressly agree that this agreement constitutes a "promesse unilatérale" governed by Article 1124 of the French Civil Code (and does not constitute an offer ("offre") governed by Article 1114 et seq. of the French Civil Code).

7.2

We hereby give our definitive consent to the purchase of the French Business in accordance with the terms and subject to the conditions of the French Asset Purchase Agreement, the entry into force ("formation") of which requires only the exercise of the Put Option. Consequently, our obligations under this agreement, in particular our undertakings to sign and enter into the French Asset Purchase Agreement and to acquire the French Business in accordance with the terms and subject to the conditions of the French Asset Purchase Agreement, are irrevocable and unconditional and may not be withdrawn for any reason whatsoever (including before the end of the Option Period), and the parties hereto acknowledge that, in accordance with Article 1124 of the French Civil Code, the sale of the French Business in accordance with the terms and subject to the conditions of the French Asset Purchase Agreement shall be definitive ("parfaite") upon exercise of the Put Option (whether or not the French Asset Purchase Agreement is executed).

7.3

Furthermore, parties hereto agree that (i) as from the Put Option Date with respect to the Buyer, and (ii) as from the exercise of the Put Option with respect to the Beneficiary, their respective obligations pursuant to the exercise of the Put Option, including the obligation to sign the French Asset Purchase Agreement, may be enforced through specific performance (execution forcée en nature) in accordance with Article 1217 of the French

7.4

In addition, we agree that if we fail to execute the French Asset Purchase Agreement, the Beneficiary shall have the right to terminate the sale of the French Business contemplated by the French Asset Purchase Agreement by written notice served to the Buyer, but without the need for a prior notice ("mise en demeure"), without prejudice to all other rights and remedies available to the Beneficiary in such event, including the right to claim damages subject to any applicable limitation provided under Section 10 of the MAPA.

8	Confidentiality

9	Miscellaneous

9.1	Each Party irrevocably waives the provisions of article 1195 of the French Civil Code relating to the consequences of an unforeseeable change of circumstances which shall not be applicable to this agreement.

9.2

Each Party irrevocably waives (i) any right to terminate unilaterally this agreement under article 1226 of the French Civil Code regarding the right of a creditor to terminate a contract at its own risk and (ii) any right it may have under article 1186 of the French Civil Code to claim that this agreement has lapsed as a result of any other contract having terminated, lapsed or being ineffective for any reason whatsoever.

9.3	Each Party acknowledges that it has had full ability to negotiate all the terms of this agreement.

10	Reference to the provisions of the French Asset Purchase Agreement

11	Governing Law - Disputes

11.1	This agreement and any non-contractual obligations arising out of or in connection with this agreement is governed by and shall be construed in accordance with French law.

11.2	All disputes arising out of or in connection with this agreement (including without limitation with respect to its signature, validity, performance, interpretation, termination

12	Electronic signature

12.1	The Parties agree hereby that each of them may execute this agreement by affixing an electronic signature on the DocuSign platform and acknowledge that this electronic signature will have the same legal value as a handwritten signature.

12.2	The Parties expressly agree that this agreement signed electronically constitutes the original document, that it is drawn up and will be kept in such a way as to guarantee its integrity and that it is perfectly valid as between them.

12.3

The Parties acknowledge that this agreement signed electronically constitutes a literal proof within the meaning of Article 1366 of the French Civil Code (Code civil) and has the same evidentiary value as a hard copy of a written document and may be validly enforced against them. Consequently, the electronically signed agreement shall constitute proof of the content of such agreement, of the identity of the signatories and of their consent to be bound by the rights and obligations arising under such agreement.

12.4	The Parties agree that the electronic dispatch by DocuSign of this agreement which has been signed electronically shall constitute evidence as between the Parties of the existence, content, dispatch, integrity, time stamping, and receipt of this agreement electronically signed by the Parties.

12.5	The Parties undertake hereby not to challenge the admissibility, enforceability or probative force of this agreement or its content on the ground that it has been signed electronically.

12.6	The Parties irrevocably waive all recourse, actions, requests and claims against the drafters of this agreement with respect to the electronic signature of this agreement and its consequences.

Rolling Wireless (H.K.) Limited
By: ▇▇▇. ▇▇ ▇▇▇▇

Sierra Wireless SA
By: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

(1)	SIERRA WIRELESS S.A., a société anonyme organised and existing under the laws of France, having its registered office at 24 Boulevard des Iles — 92441 Issy-les Moulineaux Cedex (France), registered under number 391 838 042 R.C.S. Nanterre (the "Seller" or "SWSA");

(2)

ROLLING WIRELESS (H.K.) LIMITED, a Hong Kong corporation organised and existing under the laws of Hong Kong having its registered office at Room 1901, 19/F, ▇▇▇ Garden One, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, registered under number 72048993-000-07-20-5or any Affiliate it may opt to substitute pursuant to Clause 11.6 (the "Buyer");

(A)	Certain entities of the group to which SWSA belongs (the "Sierra Entities") wish to sell to the Buyer, and the Buyer wishes to purchase from the Sierra Entities, the Business, including the Business conducted in France through SWSA (the "French Business").

(B)

In this context, on 23 July 2020, (i) the Buyer has entered into with the Sierra Entities (other than SWSA) a master asset purchase agreement relating to the sale and purchase of the Business (excluding the French Business) (the "MAPA"); and (ii) the Buyer has granted a put option to SWSA relating to the purchase of the French Business pursuant to which the Buyer irrevocably commits to acquire the French Business under the terms and conditions set out in this French Asset Purchase Agreement as from receipt of the exercise notice sent by SWSA (the "Put Option").

(C)	SWSA's works council (comité social et économique) has been duly informed and consulted prior to and in relation to the contemplated transfer of the French Business under this French Asset Purchase Agreement. The Seller has exercised the Put Option on [•] 2020.

(D)	The Parties have entered into this French Asset Purchase Agreement in order to set out the terms and conditions for the sale and purchase of the French Business and concurrently with the execution of this French Asset Purchase Agreement, the Seller has executed a joinder to the MAPA.

1	Interpretation

1.1	Definitions

"Additional Buyers"

has the meaning set forth in Clause 11.6 of this French Asset Purchase Agreement;

"AECM Products"

means the automotive grade cellular wireless embedded modules that are or have been sold by the Sierra Entities for installation (or intended to be installed) by or for automotive original equipment manufacturers during new automobile manufacturing (i.e. first mount applications);

"Affiliate"

means, with respect to any Person, a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person. "Control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management policies of a Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise;

"Arbitrators"

has the meaning set forth in Clause 11.14.2 of this French Asset Purchase Agreement;

"Assigned Contracts"

has the meaning set forth in Clause 2.1.1(iv) of this French Asset Purchase Agreement;

"Assumed Liabilities"

has the meaning set forth in Clause 2.2.1 of this French Asset Purchase Agreement;

"Average Exchange Rate"

means, unless the Parties otherwise agree, the average rate of the daily parities of the USD / EUR rate of exchange quoted by the European Central Bank as published on its website (▇▇▇▇▇://▇▇▇▇.▇▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇▇/▇▇▇▇▇▇_▇▇▇_▇▇▇▇▇▇▇▇_▇ ates/euro_reference_exchange_rates/html/eurofxref-graph-usd.en.html) between the signing of the MAPA and the day before the Closing Date;

"Business"

means the Sierra Entities' worldwide business and operations related to the design, development, manufacture, testing, marketing, supporting, distributing, and selling of AECM Products as currently conducted by the Sierra Entities, including (i) the design, development, manufacture and testing of AECM Products, including both internal operations for the foregoing and management of third party vendor and suppliers with respect to the foregoing; (ii) the design, development, creation and testing of software for AECM Products, including firmware, drivers and software distributed for use with or embedded into AECM Products; (iii) the sales, distribution and marketing of AECM Products; (iv) the support of AECM Products including fulfilment of warranty obligations and customer support; and (v) the provisions of professional services related to AECM Products, including custom design support;

"Business Books and Records"

has the meaning set forth in Clause 2.1.1(xiii) of this French Asset Purchase Agreement;

"Business Day"

means any day other than a Saturday or Sunday or any day on which the banking institutions in France, are required to close;

"Buyer"

has the meaning set forth in the forefront of this French Asset Purchase Agreement;

"Cash"

means the aggregate amount of all cash and cash equivalents, in each case, calculated in accordance with the GAAP (as such term is defined in the MAPA), of the kind set forth in the Schedule of Estimated Assets and Liabilities, based on GAAP to the extent described in the Carve-out Principles (as such term is defined in the MAPA);

"Closing"

has the meaning set forth in Clause 4.1 of this French Asset Purchase Agreement;

"Closing Date"

has the meaning set forth in Clause 4.1 of this French Asset Purchase Agreement;

"Conditions"

has the meaning set forth in Clause 7.1 of this French Asset Purchase Agreement;

"Confidentiality Agreement"

has the meaning set forth in Clause 9.1 of this French Asset Purchase Agreement;

"Contract"

means any written or oral loan or credit agreement, indenture, debenture, note, bond, mortgage, lease, license or other written or oral contract, agreement or instrument, including purchase orders;

"Dispute"

has the meaning set forth in Clause 11.14.1 of this French Asset Purchase Agreement;

"Equipment"

has the meaning set forth in Clause 2.1.1(v) of this French Asset Purchase Agreement;

"Excluded Assets"

has the meaning set forth in Clause 2.1.2 of this French Asset Purchase Agreement;

"Excluded Liabilities"

has the meaning set forth in Clause 2.2.2 of this French Asset Purchase Agreement;

"Financial Statements"

has the meaning set forth in the MAPA;

"Flex"

means, as applicable, Flex Ltd. or its Affiliates;

"French Asset Purchase Agreement"

has the meaning set forth in the forefront of this French Asset Purchase Agreement;

"French Business"

has the meaning set forth in paragraph (A) of the Recitals of this French Asset Purchase Agreement;

"Governmental Entity"

means any government, court, regulatory or

"ICC"

means the Court of Arbitration of the International Chamber of Commerce;

"Indebtedness"

with respect to any Person means, without duplication, (i) the unpaid principal of and accrued interest or premium (if any) in respect of (A) indebtedness of such Person for money borrowed, (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable and (C) obligations for the deferred purchase price of property or services; (ii) the principal portion of all leases of such Person required to be capitalized based on GAAP to the extent described in the Carve-out Principles (as such term is defined in the MAPA); (iii) obligations of such Person in respect of any letters of credit or bankers' acceptances (solely to the extent drawn); (iv) obligations of such Person arising under any hedging or swap arrangements, and (v) all obligations of the type referred to in clauses (i) through (iv) of other Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations (whether or not these are off balance sheet).

"Intellectual Property"

means all trademarks, service marks, business names, trade names, domain names, copyrights, patents, industrial designs and similar rights and other intellectual property rights throughout the world, including registrations and applications to register or renew the registration of any of the foregoing, that are held, used or owned or purported to be owned either by SWSA or any other Sierra Entities, that are used or held for use in the conduct of the French Business as currently conducted;

"Inventory"

has the meaning set forth in Clause 2.1.1(iii) of this French Asset Purchase Agreement;

"Law"

means any law, statute, code, rule, regulation, ordinance or Order of a Governmental Entity, or applicable collective bargaining agreement;

"Leases"

means (i) the lease agreement entered into between SWSA as lessee and [Redacted] as lessor on 9 March 2016 related to the premises located ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇-▇▇▇-

"Legal Proceeding"

means any judicial, administrative or arbitral, actions, suits, claims, proceedings, investigations (public or private), by or before a Governmental Entity or private arbitrator;

"Liability" or "Liabilities"

means any direct or indirect Indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation, liability, or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured;

"Liens"

means any mortgage, pledge, deed of trust, hypothecation, security interest, encumbrance, charge in the nature of a lien or a security interest, lease, sublease, title retention agreement, option, easement, right of way, declared encroachment or other similar adverse claim;

"Losses"

means any liability, loss, damage, expense (including reasonable attorney's or other experts' fees), claim, suit, action or cause of action;

"MAPA"

has the meaning set forth in paragraph (B) of the Recitals of this French Asset Purchase Agreement;

"Municipality Waiver"

has the meaning set forth in Clause 7.1.1 of this French Asset Purchase Agreement;

"Non-Assignable Assets"

has the meaning set forth in Clause 5.1 of this French Asset Purchase Agreement;

"Omitted Asset"

has the meaning set forth in Clause 5.2 of this French Asset Purchase Agreement;

"Omitted Liability"

has the meaning set forth in Clause 5.2 of this French Asset Purchase Agreement

"Order"

means any order, injunction, judgment, decree, ruling, writ or assessment of a Governmental Entity of competent jurisdiction;

"Ordinary Course of Business"

means the ordinary course of business, consistent with past practice;

"Other Intellectual Property"

has the meaning set forth in Clause 2.1.1(vi) of this French Asset Purchase Agreement;

"Party" or "Parties"

has the meaning set forth in the forefront of this French Asset Purchase Agreement;

"Permits"

means all permits, licenses, waivers, certifications and authorizations that are necessary to conduct the French

"Permitted Liens"

means (i) Liens set forth in Schedule 1.1, (ii) Liens reflected or reserved against in the Financial Statements, (iii) statutory Liens for taxes and assessments not yet due and payable or for any such amounts which are being contested in good faith, (iv) Liens of carriers, warehousemen, mechanics and materialmen and other similar statutory Liens incurred in the Ordinary Course of Business that are not overdue and are immaterial, (v) minor easements, rights of way and zoning ordinances and other similar encumbrances affecting the Purchased Assets that do not, individually or in the aggregate, materially adversely affect the value of or the use of such Purchased Assets for their current and anticipated purposes and (vi) Liens held by any lessor on any real or personal property included in the Purchased Assets that is leased or subleased. For the avoidance of doubt, any Liens related to any Indebtedness are deemed not to be Permitted Liens.

"Person"

means any natural person, firm, partnership, association, corporation, limited liability company, trust, business trust, Governmental Entity or unincorporated organization;

"Purchase Price"

has the meaning set forth in Clause 3.1 of this French Asset Purchase Agreement;

"Purchased Assets"

has the meaning set forth in Clause 2.1 of this French Asset Purchase Agreement;

"Put Option"

has the meaning set forth in paragraph (B) of the Recitals of this French Asset Purchase Agreement;

"Put Option Agreement"

means the put option agreement entered into on 23 July 2020 between Buyer and Sierra France with respect to the French Business;

"Reiterative Act"

has the meaning set forth in Clause 4.3.1 of this French Asset Purchase Agreement;

"Related to the French Business"

means primarily used in, arising from or otherwise related to the French Business, whether directly or indirectly, provided that in respect of any Contracts or Intellectual Property such term shall exclude any such Contracts or Intellectual Property that are jointly or otherwise used in, arising from or otherwise related to any other business of the Seller; and

"Representatives"

means, as to any Person, such Person's Affiliates and any of such Person's or such Affiliates' respective officers, directors, employees, advisors, consultants, agents or representatives

"Rules"

means the ICC Arbitration Rules;

"Seller"

has the meaning set forth in the forefront of this French Asset Purchase Agreement;

"Schedule of Adjustment Principles"

means the schedule 1.1-7 of the MAPA;

"Schedule of Estimated Assets and Liabilities"

has the meaning set forth in section 4.3 of the MAPA;

"Sierra Entities"

has the meaning set forth in paragraph (A) of the Recitals of this French Asset Purchase Agreement;

"SWSA"

has the meaning set forth in the forefront of this French Asset Purchase Agreement;

"Tax"

means (i) any federal, state, provincial, local or foreign income, alternative minimum, personal holding company, franchise, profits, windfall profits, gross receipts, sales, goods and services, harmonized sales, use, value added, transfer, registration, stamp, excise, customs duties, severance, real property, personal property, ad valorem, license, employment, payroll, social security, unemployment, workers' compensation, withholding, estimated or other similar tax, assessment or other governmental charge, and any government pension plan premiums or contributions; (ii) any interest, penalties or additions to Tax imposed by any Taxing Authority in connection with any item described in clause (i); and (iii) any liability in respect of any items described in clauses (i) and/or (ii) payable by reason of Contract, assumption, transferee liability, operation of law, arising as a result of being (or ceasing to be) a member of any affiliated, combined, consolidated or unitary group (or being included (or required to be included) in any Tax Return relating thereto) or otherwise;

"Tax Return"

means any return, report, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof;

"Taxing Authority"

means the French administration fiscale and any other Governmental Entity responsible for the administration of any Tax;

"Transferred Employees"

has the meaning set forth in Clause 6 of this French Asset Purchase Agreement;

"Transition Services Agreement"

means the Transition Services Agreement entered into between Sierra Wireless Inc. and the Buyer, substantially in the form attached to the MAPA.

1.2	The words "hereof", "herein" and "hereunder" and words of similar import, when used in this French Asset Purchase Agreement, refer to this French Asset Purchase Agreement as a whole and not to any particular provision of this French Asset Purchase Agreement.

1.3	Terms defined in the singular in this French Asset Purchase Agreement have the same meaning in this French Asset Purchase Agreement when used in the plural, and vice versa.

1.4	Wherever the word "include," "includes," or "including" is used in this French Asset Purchase Agreement, it shall be deemed to be followed by the words "without limitation".

1.5	Any reference in this French Asset Purchase Agreement to the masculine, feminine or neuter gender shall include each other gender.

1.6	Any reference in this French Asset Purchase Agreement to any Person shall also be deemed to be a reference to such Person's successors and, if such Person is a Party, to its permitted assigns.

1.7

References to "Clause" and "Schedules" refer to Clauses of, and Schedules to, this French Asset Purchase Agreement, unless otherwise specified. All Schedules annexed hereto or referred to herein are incorporated in and made a part of this French Asset Purchase Agreement as if set forth in full herein.

1.8	Words or abbreviations that have well known technical industry or trade meanings are used in accordance with their recognized meanings.

1.9	Headings shall be ignored in construing this French Asset Purchase Agreement.

2	Sale and Purchase of the French Business

2.1	Assets of the French Business

2.1.1

Purchased Assets

(i)

all AECM Products;

(ii)

all Accounts Receivable (as defined in the MAPA);

(iii)

all raw materials, work-in-progress and finished goods (of every kind and nature and wheresoever located, including all of the foregoing that is in transit, whether to or from the Seller, on rent or consignment, being

(iv)

all Contracts to which the Seller is a party, beneficiary or otherwise bound Related to the French Business, including that are (i) Contracts set forth on Schedule 2.1.1(iv) and (ii) the open purchase orders for AECM Products as of the Closing Date (the "Assigned Contracts");

(v)

all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, furnishings, supplies, computers, telephones (including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person) and similar property and other tangible personal property Related to the French Business, in each case including those set forth on Schedule 2.1.1(v) (the "Equipment");

(vi)

all Intellectual Property owned, or purported to be owned, by the Seller that is Related to the French Business (the "Other Intellectual Property"), including the right to register, prosecute, maintain or record any of such Other Intellectual Property with any Governmental Entity (including the Institut National de la Propriété Industrielle (INPI)) and the right to all future income, royalties, damages and payments due with respect to such Other Intellectual Property, including without limitation rights to damages and payments for future infringements or misappropriations thereof, as well as all goodwill associated with such Other Intellectual Property, a list of which is set forth on Schedule 2.1.1(vi);

(vii)

all of the Permits including pending applications thereof or renewals thereof) related to the French Business or AECM Products, including without limitation, listed on Schedule 2.1.1(vii);

(viii)

the employment agreements of the Transferred Employees (as such term is defined below) as listed on Schedule 6.1;

(ix)

all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees to the extent related to the French Business;

(x)

all rights under warranties, indemnities, return privileges, guaranties, and all similar rights of the Seller against third parties, to the extent related to the French Business, the Assumed Liabilities or the Purchased Assets;

(xi)

rights to claims, demands, lawsuits and judgments and similar rights with respect to the ownership, use or value of any Purchased Asset;

(xii)

any telephone or fax numbers Related to the French Business (to the extent permitted by the relevant third-party service provider);

(xiii)

originals, or where not available, copies, of all (i) Assigned Contracts and (ii) data, documents, ledgers, databases, books, records, business plans, records of sales, customer and supplier lists, files related to the French

(xiv)

all Additional Equipment (as defined in the MAPA); and

(xv)

to the extent not already listed above in this Clause 2.1, all intangible rights and assets Related to the French Business or related specifically to the Purchased Assets, including all goodwill associated with the French Business and the Purchased Assets and the going concern value of the French Business.

2.1.2

Excluded Assets

(i)

this French Asset Purchase Agreement;

(ii)

all of the Seller's Cash;

(iii)

all Contracts to which the Seller is a party, beneficiary or otherwise bound that are not Assigned Contracts;

(iv)

all real property, whether owned, leased, subleased, licensed to or otherwise occupied by the Seller, including the right to the Leases (droit au bail) and all leasehold improvements owned by the Seller and forming part thereof;

(v)

the Seller's corporate books and records of internal corporate proceedings, Tax records, work papers and books and records that the Seller are required by Law to retain;

(vi)

rights in "SIERRA WIRELESS" and all other names, trade names, logos, trademarks, service marks and marks of the Seller;

(vii)

all of the Seller's bank accounts;

(viii)

all accounting records (including records relating to Taxes) and internal reports relating to the business activities of the Seller to the extent not relating primarily to the French Business;

(ix)

any interest in or right to any Tax refunds or credits, claims for Tax refunds or credits or rights to receive Tax refunds or credits from any Governmental Entity with respect to the French Business or the Purchased Assets, in each case solely to the extent that such refunds or credits relate to any taxable period (or portion thereof) ending on or prior to the Closing Date (excluding any refund or credit attributable to any loss in any taxable period (or portion thereof) beginning after the Closing Date applied (e.g., as a carryback) to a tax period (or portion thereof) ending on or prior to the Closing Date);

(x)

any of the Seller's insurance policies;

(xi)

the Out-Of-Scope Inventory (as defined in the MAPA); and

(xii)

any of the Permits Related to the French Business listed on schedule 2.2(I)of the MAPA.

2.2	Liabilities of the French Business

2.2.1

Assumed Liabilities

(i)

all Liabilities of the French Business of the type noted on schedule 2.3(a) of the MAPA to the extent specifically reserved for or reflected on the Schedule of Estimated Assets and Liabilities and all such Liabilities incurred in the Ordinary Course of Business following the date of the Schedule of Estimated Assets and Liabilities and reserved for or reflected on the balance sheet contained in the Final Closing Statement, as such balance sheet may be adjusted in accordance with the terms of the MAPA (for the avoidance of doubt, other than any Excluded Liabilities);

(ii)

all Liabilities related (a) to the Transferred Employees relating to statutory retirement or pension entitlements (including mandatory State base pension scheme, mandatory complementary pension scheme ("AGIRC-ARRCO" and any supplementary pension scheme ("Article 83") and "end-of-career" indemnities ("indemnités de fin ▇▇ ▇▇▇▇▇▇▇▇")), including as specifically assumed pursuant to Clause 2.2.1(i), (b) to salary, wages, bonuses, commissions, vacations, vacation pay and other compensation relating to the employment of all Transferred Employees or the termination of such employment on and after the Closing Date, and (c) to a Transferred Employee who is eligible to receive an offer of employment from the Buyer pursuant to section 6.9 of the MAPA but does not receive such offer of employment, and which arise directly or indirectly out of, as a result of, in

(iii)

all Liabilities of the Seller under the Assigned Contracts (i) and closed purchase orders for the AECM Products arising in, and solely to the extent relating to, periods after the Closing, (ii) and closed purchase orders for the AECM Products relating to product warranty matters arising in or relating to periods prior to the Closing, other than those Liabilities listed in Clause 2.2.2, or (iii) as specifically assumed pursuant to Clause 2.2.1(i);

(iv)

all Liabilities arising after the Closing with respect to the Other Intellectual Property;

(v)

all Liabilities for Taxes to be paid by the Buyer pursuant to this French Asset Purchase Agreement; and

(vi)

all Liabilities to the extent arising from the operation or conduct of the French Business after the Closing.

2.2.2

Excluded Liabilities

(i)

all Liabilities of the Seller incurred in connection with this French Asset Purchase Agreement and the transactions contemplated hereby;

(ii)

all Liabilities for (i) Taxes of the Seller or any of its respective Affiliates, (ii) Taxes arising from or with respect to the Purchased Assets or the operation of the French Business that are incurred in or attributable to any period, or any portion of any period, ending on or prior to the Closing Date including, without limitation, Taxes allocable to the Seller pursuant to Clause 10 or the provisions of the MAPA; (iii) Taxes to be paid by the Seller pursuant to this French Asset Purchase Agreement, and (iv) payments under any Tax allocation, sharing or similar agreement with the Seller or any Affiliates of the Seller;

(iii)

all Liabilities based on any Legal Proceeding that (i) is currently pending as of the signing date of the MAPA, (ii) has been filed as of the Closing Date, (iii) is based on substantially the same facts, circumstances or matters as any Legal Proceeding that is currently pending or has been filed as of the Closing Date, or (iv) is based on circumstances, facts, events or matters that relate to any period, or any portion of any period, ending on or prior to

(iv)

all Liabilities in respect of any current or former employee of the Seller, whether arising by Law or Contract or otherwise, including all Liabilities relating to or arising out of any employment action or practice in connection with the employment or termination of employment of any Persons currently or formerly employed or seeking to be employed by the Seller, other than the Assumed Liabilities;

(v)

any Indebtedness of the Seller outstanding as of the Closing Date;

(vi)

all Liabilities of the Seller in respect of any Contract other than the Assigned Contracts;

(vii)

all Liabilities relating to any Excluded Asset; and

(viii)

Liabilities Related to French Business specifically set forth on schedule 2.4 of the MAPA.

3	Purchase Price

3.1	Amount of the Purchase Price

3.1.1

The aggregate amount of the purchase price for the French Business is the EUR amount equal to USD 21,120,000 multiplied by the Average Exchange Rate (the "Purchase Price"), excluding any value-added taxes (VAT) and any transfer Taxes.

3.1.2

The Purchase Price may be adjusted upwards or downwards in accordance with the terms of the MAPA. In case of adjustment of the Purchase Price in accordance with the terms of the MAPA, the Parties undertake to amend this French Asset Purchase Agreement accordingly pursuant to the provisions in Clause 11.7 of this French Asset Purchase Agreement.

3.2	Allocation of the Purchase Price

3.2.1

The allocation of the Purchase Price between the intangible assets, the Accounts Receivable (as such term is defined in the MAPA) transferred in accordance with this French Asset Purchase Agreement, the Equipment and the Inventory will, if necessary, be provided for in the Reiterative Act.

3.2.2

This allocation of the Purchase Price in the Reiterative Act is for the purposes of complying with the provisions of article L. 141-5 of the French Commercial Code (Code de commerce), and the Parties have agreed that this Purchase Price shall under no circumstances give rise to any consequence or claim regarding the valuation of each above-mentioned category of assets or any asset taken separately.

3.2.3

The Parties represent that the Purchase Price has been set and concluded solely between them, and thus grant a pure and simple, complete and final release to the Persons who drafted this French Asset Purchase Agreement and acknowledge that all instruments were prepared on the basis of their representations alone.

3.3	Payment of the Purchase Price

3.3.1

In consideration for the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to the Buyer, at the Closing, the Buyer (or its designated Affiliate(s)) shall (i) pay to the Seller an amount equal to the Purchase Price, by wire transfer of immediately available funds to the account of the Seller, and (ii) assume the Assumed Liabilities.

3.3.2

The Seller shall notify the Buyer in writing, at least three (3) Business Days prior to

3.4	No Set-off

3.5

No Escrow

3.5.1

Notwithstanding the provisions of articles L.141-14 to L.141-17 of the French Commercial Code (Code de commerce) and article 1684 of the French Tax Code (Code Général des Impôts), the Buyer acknowledges and agrees that the Purchase Price shall not be placed into escrow.

3.5.2

Consequently, any and all claims lodged by any creditor, including the Taxing Authority, of the French Business on the payment of the Purchase Price to the extent that such payment is not already taken into account under the MAPA and would result in an additional payment obligation of the Buyer should be indemnified subject to and in accordance with article VII of the MAPA.

3.5.3

The Parties acknowledge that they are fully aware of the consequences arising out of their decision not to place the Purchase Price into escrow, and thus grant a pure and simple, complete and final release to the Persons who drafted this French Asset Purchase Agreement.

4

Closing

4.1

The sale and purchase of the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this French Asset Purchase Agreement (the "Closing") shall take place (i) as soon as possible, but in no event later than fifteen (15) Business Days, after satisfaction or, to the extent permissible, waiver by the party or parties entitled to the benefit of the Conditions set forth in Clause 7.1 (other than Conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those Conditions at the Closing) and (ii) in any case, simultaneously with (and subject to) the completion of the transactions contemplated by the MAPA; or at such other time as the Buyer and the Seller may agree (the "Closing Date").

4.2

Each Party shall not be obliged to complete this French Asset Purchase Agreement and may by written notice to the other Party terminate this French Asset Purchase Agreement without liability on its part in connection with such termination, if the MAPA and the French Asset Purchase Agreement are not capable of being completed simultaneously.

4.3	On the Closing Date:

4.3.1

for the purpose of Tax registration of the transfer of the French Business, the Seller and the Buyer shall execute in six (6) original copies a reiterative act ("acte réitératif"), in the form reasonably satisfactory to the Parties ("Reiterative Act").

4.3.2

the Seller shall deliver to the Buyer a document presenting the monthly turnovers (chifres d'affaires mensuels) figures achieved between 31 December 2019 and the month preceding the month of the transfer of the French Business, in accordance with Article L141-2 of the French Commercial Code (Code de Commerce);

4.3.3

the Seller shall deliver or make available to the Buyer those Purchased Assets which are capable of transfer by delivery, and shall permit the Buyer to enter into and take possession of the French Business; and

4.3.4

the Buyer shall be the owner of the French Business and takeover said French Business as at the Closing Date. The Buyer shall support the risks and the Assumed Liabilities relating to the ownership and the operation of the French Business as from the Closing Date.

5	Consent to certain assignments and further assurances

5.1

Notwithstanding anything in this French Asset Purchase Agreement to the contrary, this French Asset Purchase Agreement shall not constitute an agreement to transfer or assign any asset, permit, claim or right if an attempted assignment thereof, without the consent of a third party, would constitute a breach or other contravention under any agreement or Law to which the Seller is a party or by which it is bound, or in any way adversely affect the rights of the Seller or, upon transfer, the Buyer under such asset, permit, claim or right (the "Non-Assignable Assets"). The Seller shall use its commercially reasonable efforts (and bear its costs of such efforts, provided that, for the avoidance of doubt, such efforts shall not obligate the Seller to pay any consent or waiver fee or other consideration to any such third party to secure such consent or waiver) to obtain any consents or waivers required to assign to the Buyer any Purchased Asset that requires the consent of a third party, without any conditions to such transfer or changes or modifications of terms thereunder. If any such consent or waiver is not obtained prior to the Closing and, as a result thereof, the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Purchased Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the Seller would forfeit or otherwise lose the benefit of rights that the Seller is entitled to retain, the Seller and the Buyer shall cooperate in any lawful and commercially reasonable arrangement, as the Seller and the Buyer shall agree, under which the Buyer would, to the extent practicable, obtain the economic claims, rights and benefits under such asset and assume the economic burdens and obligations with respect thereto (solely to the extent they are Assumed Liabilities) in accordance with this French Asset Purchase Agreement, including by subcontracting, sublicensing or subleasing to the Buyer; provided, that all reasonable out-of-pocket expenses of such cooperation and related actions shall be paid by the Seller. The Seller shall promptly pay to the Buyer when received all monies received by the Seller under such Purchased Asset or any claim or right or any benefit arising thereunder, and the Buyer shall promptly pay the Seller for all Liabilities of the Seller associated with such Purchased Asset to the extent they are Assumed Liabilities. The Seller shall make or complete the transfer of any Non-

5.2

At and after Closing and without further consideration therefor, (i) the Seller will execute and deliver to the Buyer such further instruments and certificates of conveyance and transfer as the Buyer may reasonably request in order to more effectively convey and transfer the Purchased Assets from the Seller to the Buyer and to put the Buyer in control of the French Business; (ii) the Buyer will execute, or will arrange the execution of, and deliver to the Seller, such further instruments and certificates of assumption, novation and release as the Seller may reasonably request in order to effectively make the Buyer responsible for all Assumed Liabilities and release the Seller therefrom to the fullest extent permitted under applicable Law; and (iii) each of the Parties will use commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and execute and deliver such documents and other papers, as may be required to carry out the provisions of this French Asset Purchase Agreement and consummate and make effective the transactions contemplated hereby. Without limiting the generality of the foregoing, to the extent that, following the Closing, the Buyer and the Seller mutually determine in good faith that any asset or Liability that was intended to be transferred pursuant to this French Asset Purchase Agreement was not transferred on the Closing Date (such asset or Liability, an "Omitted Asset" or "Omitted Liability," respectively), then, as applicable: (A) the Seller will promptly assign and transfer to the Buyer or its designated assignee, all right, title and interest in such Omitted Asset or (B) the Buyer will promptly assume such Omitted Liability and will thereafter pay, perform, discharge or otherwise satisfy such Omitted Liability in accordance with its terms. Upon execution of such assignment or assumption, the Omitted Asset or Omitted Liability, as applicable, will automatically and immediately be deemed to be included in and constitute a Purchased Asset or Assumed Liability, as applicable and without the need for any additional consideration, and any failure to deliver an Omitted Asset or assume an Assumed Liability at Closing will not, in and of itself, constitute a breach of this French Asset Purchase Agreement if and to the extent such omission is fully cured.

5.3

For the sake of clarity and pursuant to article 1327-2 of the French Civil Code (Code civil), the Parties expressly waive the joint and several liability (solidarité) for the payment of the Assumed Liabilities. As a consequence, the Buyer hereby irrevocably (i) accepts to bear all the Assumed Liabilities and release the Seller therefrom; and (ii) undertakes to hold harmless and indemnify the Seller on a euro for euro basis on an ongoing basis for any and all amounts paid by the Seller in connection with Assumed Liabilities.

6

Employees

6.1

The Parties acknowledge and agree that the French Business constitutes an autonomous economic entity ("entité économique autonome") triggering the application of the provisions of article L. 1224-1 of the French Labour Code (Code du travail). As a result, the Parties acknowledge and agree that the transfer of the French Business constitutes a transfer of an undertaking within the meaning of French Law and that accordingly, the employment agreements of the employees employed in France who are wholly or mainly assigned at Closing Date to the French Business set out in Schedule 6.1 (the "Transferred Employees") shall be deemed automatically transferred upon Closing Date from the French Business and the Seller to the Buyer.

6.2

Schedule 6.1 hereto sets forth an accurate and up-to-date list of the Transferred Employees as at the date hereof. The list of Transferred Employees may be updated to include those employees who are added to the list by the Seller between the date of the Put Option Agreement and Closing Date as a result of a new hire relating to the French Business but exclude those who are removed from the list by the Seller between the date of the Put Option Agreement and Closing Date as a result of the exit of a Transferred Employee from the Seller's headcount, in each case with the prior agreement of the Buyer.

6.3	The Parties shall co-operate to produce a letter to be sent to the Transferred Employees before the Closing Date, informing them on the automatic transfer of their employment

6.4	The Parties acknowledge and agree that the Transferred Employees will no longer be considered as employees of the Seller or the Sierra Entities on and after the Closing Date.

7	Condition Precedents

7.1	Conditions

7.1.1

the Municipality of Issy-les-Moulineaux having expressly or tacitly waived its preemptive right in accordance with articles L.214-1 et seq. of the French Urban Code (Code de l'urbanisme) (the "Municipality Waiver"); and

7.1.2

the MAPA having become wholly unconditional in accordance with its terms.

7.2	The Buyer and the Seller may by agreement jointly waive in whole or in part the Condition set out in Clause 7.1.2.

7.3	Responsibility for Satisfaction

7.4	Efforts to Consummate Transaction; Municipality Waiver

7.4.1

The Buyer and the Seller will use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary

7.4.2

In furtherance and not in limitation of the foregoing, each of Seller and the Buyer shall provide, or cause to be provided, to the Municipality of Issy-les-Moulineaux all information and documents that are desirable or are required or requested by the Municipality of Issy-les-Moulineaux, including by (i) filing any notification and report form and related material required under applicable Law as promptly as practicable after the date hereof, (ii) supplying as promptly as practicable any additional information and documentary material that may be requested by the Municipality of Issy-les-Moulineaux pursuant to applicable Law, and (iii) (x) filing or otherwise submitting (to the extent not filed or submitted prior to the date of this French Asset Purchase Agreement) with the Municipality of Issy-les-Moulineaux, all required documentation and information in respect of the Municipality Waiver, (y) retaining government relations advisors to assist with securing all Permits, Orders and Municipality Waiver required to be obtained from any Governmental Entity that are necessary or desirable to consummate the transfer of the French Business.

7.4.3

Each of the Seller and the Buyer shall cooperate reasonably with one another and keep the other Party reasonably informed of material matters relating to or in connection with the taking of the actions contemplated by this Clause 7.4.

7.4.4

Each of the Seller and the Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required or advisable, or any actions, consents, approvals or waivers are required or advisable to be obtained from parties to any material agreements, in connection with the transfer of the French Business and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers including giving the other Party an opportunity to review any filings and considering any comments provided by that Party in good faith.

7.4.5

No Party will take any action that would have the effect of delaying, impairing or impeding the receipt of the Municipality Waiver, or the lifting of an Order prohibiting the transfer of the French Business from Closing. For greater certainty, the Seller shall control and lead all communications and strategy in connection with obtaining the Municipality Waiver but shall consult with and consider in good faith the views of the Buyer. The Buyer shall offer commercially reasonable commitments to secure all Permits, Orders and Municipality Waiver required to be obtained from

7.4.6

Nothing in this Clause 7.4 shall oblige a Party (a "disclosing Party") to provide any other Party (a "receiving Party") with any confidential or commercially sensitive information relating to such disclosing Party, its Affiliates, or their respective businesses, except to the extent reasonably required by any Government Entity in order to obtain Municipality Waiver that are necessary to consummate transfer of the French Business. In this respect, any commercially sensitive information relating to the disclosing Party or its respective Affiliates will be communicated to external counsel that the receiving Party appoints for that purpose, and on the basis that such commercially sensitive information is redacted from copies of all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents provided to the receiving Party.

8	Representations

8.1	Seller's books — Review

8.1.1

The Buyer hereby acknowledges that the Seller has made available to the Buyer for its review and analysis, pursuant to the provisions of article L. 141-2 of the French Commercial Code (Code de commerce), all Buyer's accounting records relating to the French Business including Business Books and Records.

8.1.2

Without limitation to the obligations in the MAPA, the Seller undertakes to keep available for inspection by the Buyer during ten (10) years from Closing Date, all such books of accounts, ledgers and records relating to the operation of the French Business until the Closing Date including Business Books and Records.

8.1.3

The Buyer acknowledges that the French Business is not the sole business of the Seller, and that the Seller does not hold separate bookkeeping or prepare separate accounting statements for the French Business.

8.2	No further representations and warranties

8.2.1

The Parties acknowledge and agree that the present transaction is subject to the representations set forth in articles Ill, IV, V and VII of the MAPA and the sole representations set forth in this Clause 8 and Clause 10.1, and that no further representations and warranties has been provided hereunder. In particular, to the fullest extent permissible, the Parties irrevocably waive any legal warranties (garanties légales), in particular those provided under articles 1625 et seq. of the French Civil Code (Code civil).

8.2.2

The Seller shall not bring any claim (including in relation to any of the Purchased Asset or any Assumed Liability) against the Buyer in respect of or based upon this French Asset Purchase Agreement (save to the extent necessary to implement the transfer of the French Business in accordance with this French Asset Purchase Agreement); any such claim should be made based upon and pursuant to the sole provisions of the MAPA. To the extent that the Seller does bring a claim in breach of this Clause, the Seller shall indemnify the Buyer against all Losses which the Buyer may suffer through or arising from the bringing of such a claim.

8.2.3

The Buyer shall not bring any claim (including in relation to any of the Purchased Asset or any Assumed Liability) against the Seller in respect of or based upon this French Asset Purchase Agreement (save to the extent necessary to implement the transfer of the French Business in accordance with this French Asset Purchase Agreement); any such claim should be made based upon and pursuant to the sole provisions of the MAPA. To the extent that the Buyer does bring a claim in breach of this Clause, the Buyer shall indemnify the Seller against all Losses which the Seller may suffer through or arising from the bringing of such a claim.

8.2.4

For the avoidance of doubt, other than as provided for in Clause 11.7, the Parties expressly agree that any controversy, dispute or claim arising out of or relating to this French Asset Purchase Agreement, including in respect of any breach under this French Asset Purchase Agreement, or the transactions contemplated hereby shall be subject to the procedures and terms set forth in the MAPA.

9	Access and Information

9.1

From the date hereof to the Closing, and subject to the restrictions set forth in the Confidentiality Agreement (as defined below), the Seller shall permit the Buyer and its Representatives to have reasonable access, during regular business hours, to the properties, equipment, books and records to the extent relating to the French Business (including onsite visits at the Flex facility) as the Buyer may reasonably request, provided, that the Buyer and its Representatives shall conduct such activities in a manner that does not interfere unreasonably with the operations of the Seller. All information provided or obtained pursuant to the foregoing shall be held by the Buyer in accordance with and subject to the terms of the Amended and Restated Confidentiality Agreement, dated March 10, 2020, between Sierra Wireless Inc. and Fibocom Wireless Inc. (the "Confidentiality Agreement"), which shall survive in full until the Closing or, if later, until it expires pursuant to the terms thereof. The Buyer agrees that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and other information relating to the French Business and the Seller provided to the Buyer or its Affiliates or any of their respective advisers or employees pursuant to this French Asset Purchase Agreement.

9.2

Following the Closing, the Buyer will give the Seller reasonable access during the Buyer's regular business hours upon reasonable advance notice and under reasonable circumstances to the books, records and personnel of the French Business transferred to the Buyer to the extent necessary for the preparation of financial statements, regulatory filings or Tax returns of the Seller or its Affiliates in respect of periods ending on or prior to Closing, or in connection with any claim in respect thereto (to the extent the above information is reasonably necessary for a defense against such claim); provided, that such access shall be subject to the terms of a confidentiality agreement with customary provisions to be entered into between the Seller and the Buyer prior to the provision of such books and records, and the Seller may retain confidentially and use one copy of the books, records and other information of the French Business transferred to the Buyer solely for the purpose of any dispute (including with a third party) related to AECM Products, the Purchased Assets, the Assumed Liabilities, the Excluded Assets, the Excluded Liabilities or this French Asset Purchase Agreement. The Seller shall be entitled, at its sole cost and expense, to make copies of the books and records to which it is entitled to access pursuant to this Clause 9.2.

9.3

Following the Closing, the Seller will give the Buyer reasonable access during the Seller's regular business hours upon reasonable advance notice and under reasonable circumstances to the books and records related to the French Business but retained by the Seller and to the personnel with knowledge thereof to the extent necessary for the preparation of financial statements, regulatory filings or Tax returns of the Buyer or its Affiliates, or in connection with any claim in respect thereto (to the extent the above information is reasonably necessary for a defense against such claim); provided, that such access shall be subject to the terms of a confidentiality agreement with customary provisions to be entered into between the Seller and the Buyer prior to the provision of such books and records. The Buyer shall be entitled, at its sole cost and expense, to make copies of the books and records to which it is entitled to access pursuant to this Clause 9.3.

9.4

The Buyer shall preserve and keep the Tax and other material books and records held by such Persons relating to the French Business until the later of (i) seven (7) years from the Closing Date (or longer if required by applicable Law) and (ii) if such books and records relate to Taxes, until a Taxing Authority is no longer entitled to assess or reassess the Seller and its Affiliates with respect to the period to which such records relate, and shall make such records and personnel available to the Seller, as may be reasonably required by the Seller in connection with, among other things, any insurance claims by the Seller or any Legal Proceedings or Tax audits against or governmental investigations of the Seller, any of its Affiliates or any of their respective employees.

9.5

The Seller shall preserve and keep the Tax and other material books and records held by such Persons after the Closing and relating to the French Business until the later of (i) seven (7) years from the Closing Date (or longer if required by applicable Law) and (ii) if such books and records relate to Taxes, until a Taxing Authority is no longer entitled to assess or reassess the Buyer with respect to the period to which such records relate, and shall make such records and personnel available to the Buyer, as may be required by the Buyer in connection with, among other things, any insurance claims by the Buyer or any Legal Proceedings or Tax audits against or governmental investigations of the Buyer, its Affiliates or any of their respective employees.

10	Tax Provisions

10.1	Mandatory tax representation

10.1.1

Each of the Seller and the Buyer represents, in accordance with article 850 of the French Tax Code (Code général des impôts), under the sanctions set out in article 1837 of the French Tax Code (Code général des impôts), that this French Asset Purchase Agreement discloses the full price for the French Business.

10.1.2

Each Party acknowledges that they have been informed of the penalties which may be incurred in the event of the inaccuracy of the foregoing representation and further represent that this French Asset Purchase Agreement is not amended or supplemented in any respect by any side agreement providing for a higher purchase price of the French Business.

10.2	Transfer taxes

10.2.1

The Parties agree that the sale and transfer of the French Business shall be subject to the registration duties provided by Article 719 of the French Tax Code (Code Général des Impôts). The registration duties payable in connection with the execution of this French Asset Purchase Agreement shall be borne by the Buyer, the latter carrying-out all required formalities with the competent authorities within thirty (30) days of the Closing Date (see also Clause 11.2.2). The Buyer will provide the Seller with evidence that Reiterative Act has duly been registered with competent French Tax authorities and effective payment of transfer duties.

10.2.2

The Parties agree that the Buyer shall only bear the registration duties as provided under Clause 10.2.1 and the French VAT as provided under Clause 10.3 in connection with the execution of the Reiterative Act.

10.3

VAT

10.3.1

The Parties acknowledge that this French Asset Purchase Agreement corresponds to a transfer of a universality of assets or part thereof and that it is subject to the French VAT relief provided for by Article 257 bis of the French tax code (Code Général des Impôts).

10.3.2

The Buyer carries on the Person of the Seller and commits itself to adjust, if need be, the VAT on these assets as the Seller would have been liable to if he had carried on the French Business. The Parties will report the amount of the transaction contemplated hereby in line 05 of their respective French VAT return corresponding to the period during which the Closing took place.

11	Miscellaneous

11.1

MAPA

11.1.1

The Parties hereto declare and acknowledge that they are perfectly aware of the terms of the MAPA and recognize that this French Asset Purchase Agreement is intended as a local agreement for the purposes of implementing the MAPA with respect to the French Business and complying with the articles L. 141-1 et seq of the French Commercial Code (Code de commerce).

11.1.2

This French Asset Purchase Agreement and the transfer of the French Business contemplated herein do not enlarge, restrict, amend or otherwise modify in any way the terms and conditions of the MAPA, or constitute a waiver or release by any party to the MAPA of any liabilities, duties or obligations imposed thereby. In the event of a conflict between the terms of this French Asset Purchase Agreement and terms of the MAPA, the terms of the MAPA shall prevail to the full extent permitted by applicable Law.

11.2	Formalities

11.2.1

The Buyer shall publish the Reiterative Act within fifteen (15) days as from its execution date by way of a notice inserted in a French newspaper duly authorised for legal announcements (journal d'annonces légales). The Buyer shall organise through the competent Trade and Companies Registry/Registries (greffe compétent/greffes compétents) the insertion of a notice relating to the transfer of

11.2.2

The Buyer shall carry out the Tax registration of this French Asset Purchase Agreement required by article 719 of the French Tax Code (Code general des impôts), within one month from its date by filing the Reiterative Act. The Buyer shall provide a draft of the Tax registration to Seller for review prior to the Tax registration contemplated in this Clause 11.2.2. Any disputes related to this Clause 11.2.2. shall be governed by the procedures in Article IX of the MAPA. The Buyer shall pay the related expenses and Taxes and provide the Seller with a registered copy of the Reiterative Act.

11.2.3

The Parties are reminded that pursuant to article 201 of the French Tax Code (Code general des impôts), the Seller shall notify the French Tax authorities of the transfer of the French Business within a period of forty five (45) days starting on the date on which the transfer is published in a legal announcement journal (journal d'annonces légales), in accordance with article L. 141-12 of the French Commercial Code (Code de commerce), informing them of the date on which it took effect and providing them with any other information required, and in particular the Buyer's corporate name and headquarters (this declaration shall trigger the time limit referred to in article 1684 of the French Tax Code (Code general des impôts)). In case of change of operator with respect to French Business Tax on premises ("Cotisation Foncière des Entreprises"), specific Tax form would have to be submitted to French Tax authorities before 1St January 2021. Notice will also be given by the Buyer to URSSAF (Union de Recouvrement des Cotisations de Securité Sociale et d'Allocations Familiales) in the place where the French Business is located.

11.2.4

If necessary, the Buyer shall notify (i) the National Commission for Informatics and Freedoms (Commission Nationale de l'Informatique et des Libertes — CNIL) of any changes in the treatment of personal data resulting from the transfer of the French Business and (ii) the Institut National de la Propriété Industrielle (INPI) of any changes to the Intellectual Property rights held by the Seller resulting from the transfer of the French Business.

11.3

Expenses

11.4	Further ActionsEach Party shall execute and deliver such certificates and other documents and take such other actions as may reasonably be requested by the other Party to consummate or implement the transactions contemplated hereby.

11.5

Notices

11.5.1

All notices, requests, demands, waivers and other communications required or permitted to be given under this French Asset Purchase Agreement shall be in

(i)

if to the Seller:

Attention:

[Redacted]

Address:

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E-mail:

[Redacted]

Facsimile:

01 46 29 08 08

Attention:

General Counsel

Address:

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E-mail:

[Redacted]

Facsimile:

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Attention:

▇▇▇▇ ▇▇▇▇▇▇

Address:

Suite 2600, Three Bentall Centre, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇

E-mail:

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Telephone:

▇▇▇-▇▇▇-▇▇▇▇

(ii)

if to the Buyer:

Attention:

[Redacted]

Address:

▇▇▇▇ ▇▇▇▇, ▇▇/▇, ▇▇▇ ▇▇▇▇▇▇ one, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇

E-mail:

[Redacted]

Facsimile:

▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇

Attention:

[Redacted]

Address:

#501, 5th Floor Tower A, Technology ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇

E-mail:

[Redacted]

Facsimile:

▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇

Attention:

▇▇▇▇ ▇▇▇▇▇▇▇

Address:

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E-mail:

▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

Telephone:

▇▇▇-▇▇▇-▇▇▇▇

11.5.2

All such notices, requests, demands, waivers and other communications shall be deemed to have been received (x) if by personal delivery, on the day of such delivery, (y) if by next-day or overnight mail or delivery, on the day delivered or (z) if by fax or electronic mail, on the day of delivery if sent by 5:00 PM CET on a Business Day, or on the first Business Day following the day of delivery if sent after 5:00 PM CET on a Business Day or on a day other than a Business Day.

11.6	Assignment; Successors

11.7	Amendment; Waivers, Specific Performance

11.7.1

No amendment, modification or discharge of this French Asset Purchase Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by each of the Parties. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. The waiver by any of the Parties of a breach of or a default under any of the provisions of this French Asset Purchase Agreement or the failure to exercise any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any Party may otherwise have at law or in equity.

11.7.2

The Parties hereby agree that irreparable damage would occur in the event that any provision of this French Asset Purchase Agreement were not performed in accordance with its specific terms or were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the Parties acknowledge and hereby agree that prior to or at the Closing in the event of any breach or threatened breach by the Seller, on the

11.8	Entire Agreement

11.9	Severability

11.10

Headings

11.11

No Third Party Beneficiaries

11.12

Negotiation of Agreement — No Hardship

11.12.1

Each Party acknowledges that it has had full ability to negotiate the terms of this French Asset Purchase Agreement and to that purpose received independent legal advice.

11.12.2

Pursuant to article 1195 of the French Civil Code (Code civil), each Party accepts to bear all future liabilities and risks (including unforeseeable as of the date hereof) resulting from the terms and conditions of this French Asset Purchase Agreement and accordingly irrevocably waives any right it may have under said article.

11.13

Governing Law

11.14

Dispute Resolution

11.14.1

Unless otherwise provided by Law, any and all disputes or controversies arising under this French Asset Purchase Agreement ("Dispute") shall be referred to and finally settled through Arbitration to be administrated by the ICC, according to the Rules in force on the date of the request for arbitration, except for any changes set forth herein, or by mutual agreement by the Parties. The Rules' provisions related to the emergency arbitrator shall not apply.

11.14.2

The arbitral tribunal shall be conducted by three independent arbitrators (the "Arbitrators"), selected by the mutual written agreement of the Parties or, if the Parties cannot so agree within ten (10) Business Days of the request for arbitration, selected by the ICC in accordance with the Rules.

11.14.3

The seat of arbitration shall be in Vancouver, British Columbia, where the arbitration award shall be rendered. The arbitration shall be conducted in English. The Arbitrators shall apply the choice of law provided under Clause 11.13.

11.14.4

The Arbitrators shall have the authority to grant urgent, interim and permanent measures deemed appropriate, including orders for the specific performance of the obligations set forth herein. Any order, decision, determination or award rendered by the Arbitrators shall be final, compulsory and legally binding on the parties and their successors, and may be entered and enforced in any court having jurisdiction thereof or having jurisdiction over the relevant party and/or any of its assets.

11.14.5

The arbitral award shall allocate to the losing party, or to both parties in the proportion of their relative failure on their claims and counterclaims, the arbitration costs and expenses, including reasonable attorneys' fees.

11.14.6

The Parties undertake to not disclose (and not allow the disclosure of) any information that they become aware of or any documents presented in the arbitration that are not otherwise of public domain, any evidence or materials produced in arbitration or any decisions rendered in arbitration, unless and to the extent that (i) disclosure is required by Law or regulation, (ii) disclosure is requested by a judicial or governmental order; or (iii) the information become public by any other means not related to the Parties or their Affiliates. Any and all controversies related to the confidentiality obligations set forth herein shall be finally settled by the Arbitrators.

11.14.7

If one or more Disputes arise under this French Asset Purchase Agreement, then any or all such Disputes may be brought into a single arbitration. For this purpose, the ICC shall, upon request by any of the parties consolidate the arbitral proceeding with any other pending arbitration that involves the resolution of

11.15

Waiver of Punitive and Other Damages

11.15.1

The Parties expressly waive and forego any right to recover punitive, exemplary or similar damages in any Legal Proceeding or indemnification claim arising out of or resulting from any controversy or claim arising out of or relating to this French Asset Purchase Agreement or the transactions contemplated hereby.

11.15.2

Each Party acknowledges and agrees that any controversy which may arise under this French Asset Purchase Agreement is likely to involve complicated and difficult issues, and therefore it hereby irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any dispute or any litigation directly or indirectly arising out of or relating to this French Asset Purchase Agreement or the transactions contemplated hereby.

11.15.3

Each Party certifies and acknowledges that (i) no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce either of the foregoing waivers, (ii) it understands and has considered the implications of such waivers, (iii) it makes such waivers voluntarily, and (iv) it has been induced to enter into this French Purchase Asset Agreement by, among other things, the mutual waivers and certifications in this Clause 11.15.

11.16

Electronic signature

11.16.1

The Parties agree hereby that each of them may execute this French Asset Purchase Agreement by affixing an electronic signature on the DocuSign platform and acknowledge that this electronic signature will have the same legal value as a handwritten signature.

11.16.2

The Parties expressly agree that the French Asset Purchase Agreement signed electronically constitutes the original document, that it is drawn up and will be kept in such a way as to guarantee its integrity and that it is perfectly valid as between them.

11.16.3

The Parties acknowledge that the French Asset Purchase Agreement signed electronically constitutes a literal proof within the meaning of Article 1366 of the French Civil Code (Code civil) and has the same evidentiary value as a hard copy of a written document and may be validly enforced against them. Consequently, the electronically signed French Asset Purchase Agreement shall constitute proof of the content of such French Asset Purchase Agreement, of the identity of the signatories and of their consent to be bound by the rights and obligations arising under such French Asset Purchase Agreement.

11.16.4

The Parties agree that the electronic dispatch by DocuSign of the French Asset Purchase Agreement which has been signed electronically shall constitute evidence as between the Parties of the existence, content, dispatch, integrity, time stamping, and receipt of the French Asset Purchase Agreement electronically signed by the Parties.

11.16.5

The Parties undertake hereby not to challenge the admissibility, enforceability or probative force of the French Asset Purchase Agreement or its content on the ground that it has been signed electronically.

11.16.6

The Parties irrevocably waive all recourse, actions, requests and claims against the drafters of this French Asset Purchase Agreement with respect to the electronic signature of the French Asset Purchase Agreement and its consequences.

Schedule 1.1

Permitted Liens

Schedule 2.1.1(iv)

Assigned Contracts

Schedule 2.1.1(v)

Equipment

Schedule 2.1.1(vii)

Other Intellectual Property

Schedule 2.1.1(vii)

Permits

Schedule 6.1

Transferred Employees

1	Hardware designs for the AECM Products

To:

[Name]

[Address]

Attention: [●]

-

confirm that, pursuant to paragraph 3 of the Put Option Agreement, the Works Council has been duly and timely informed and consulted in connection with the contemplated Transaction and has issued an [express ([positive]/[negative]) [implied] opinion with respect to the contemplated Transaction as documented by duly signed minutes of the meeting held on [•] 2020, a copy of which is attached hereto as Schedule 1. Therefore the Consultation Process shall be deemed to have been completed in relation to the contemplated Transaction; and

-	irrevocably and unconditionally exercise the Put Option.

Sierra Wireless SA

A.	Buyer and Sellers are parties to that certain Master Asset Purchase Agreement dated as of July 23, 2020 (the "MAPA"), pursuant to which Sellers have agreed to sell to Buyer and Buyer has agreed to purchase from Sellers, the Business.

B.	As a condition and inducement for the Parties' willingness to consummate the transactions contemplated by the MAPA, Buyer and Licensors are entering into this Agreement for the purpose of licensing the Licensed Patents, Licensed Other IP and Licensed Trademarks.

(a)

"Legato Solution" means the Licensors' Linux-based embedded platform solution, including the open source versions, designed to simplify IoT application development and all related source code, object code, binaries, libraries, documentation, test scripts, sample code, owned, or purported to be owned, by Licensors or its Affiliates as of the date hereof.

(b)

"Licensed Field" means the design, development, manufacture, testing, marketing, supporting, distributing, certification, and selling of automotive grade cellular wireless embedded modules that are incorporated (or intended to be, or to knowledge of Buyer or sublicensee, as applicable, will be incorporated) into electronic systems by or for (directly or indirectly, including through a Tier 1 supplier or customer) automotive original equipment manufacturers.

(c)

"Licensed Other IP" means the Intellectual Property (i) listed on Schedule B (Licensed Other IP), (ii) related to all source code, object code, build scripts, test scripts, specifications, files (including configuration files), records, data, guides, documentations (including architecture diagrams and design documents), and other

(d)

"Licensed Patents" means all Patents listed on Schedule A ("Existing Licensor Patents") and (i) any Patent that claims priority from any of the Existing Licensor Patents, (ii) any Patent that is a continuation, continuation in part (but only to the extent of any claims therein that are entitled to claim priority from any of the Existing Licensor Patents), divisional or reissue, of any Existing Licensor Patents or linked to any other Existing Licensor Patents by a terminal disclaimer, and (iii) any foreign counterpart of any Existing Licensor Patents.

(e)

"Licensed Trademarks" means all Trademarks listed on Schedule C (Licensed Trademarks).

(f)

"Patent Challenge" means challenging in any way, in a legal or administrative proceeding, the patentability, enforceability, validity, inventorship or scope of any of the Licensed Patents anywhere in the world.

(g)

"Subsidiaries" means, with respect to any Person, a Person that directly or indirectly through one or more intermediaries is controlled by such Person, where "controlled" means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management policies of a Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

(a)

Each Licensor will promptly provide written notice to Buyer if it becomes aware of any actual or reasonably likely infringement, misappropriation, or legal challenge to any of the Licensed Patents, Licensed Trademarks or Licensed Other IP that could reasonably and adversely affect the licenses granted by such Licensor hereunder. Each Licensor will reasonably cooperate and share information, and will ensure that its Affiliates will reasonably cooperate and share information, with Buyer in the enforcement or defence of the Licensed Patents, Licensed Trademarks or Licensed Other IP arising from such events.

(b)

Subject to Section 5.4(a) above, Licensors will have the sole right, at their expense, to take any and all actions necessary or desirable to enforce (including by initiating, prosecuting and settling legal actions) or defend (including before patent and trademark offices and courts of competent jurisdiction) their rights in the Licensed Patents, Licensed Trademarks and Licensed Other IP; provided, however, that Licensors may not enter into any settlement admitting the invalidity or unenforceability of any of the Licensed Other IP without the prior written consent of Buyer, which consent will not be unreasonably withheld. With respect to any

(c)

Buyer will have the sole right, at its expense, to take any and all actions necessary or desirable to enforce (including by initiating, prosecuting and settling legal actions) or defend (including before patent offices and courts of competent jurisdiction) its rights in the Buyer Developments.

(d)

In any action by a Party under this Section 5.4, each Party will consider in good faith the interests of the other Party in doing so, the other Party will reasonably assist such Party, upon request and at such Party's expense, in connection therewith, and the other Party will be joined in such legal proceeding or action as may be requested by such Party if the other Party is an indispensable or necessary party under applicable law.

(a)

a warranty or representation by Licensors as to the validity, enforceability or scope of any Intellectual Property;

(b)

an agreement to bring or prosecute actions or suits against any third party for infringement of Intellectual Property rights or any other right, or conferring upon Buyer or any of its Subsidiaries any right to bring or prosecute actions or suits against any third party for infringement of Intellectual Property rights or any other right, except as expressly set out herein;

(c)

conferring upon Buyer or any of its Subsidiaries any right to use in advertising, publicity or otherwise any Trademarks, or any contraction, abbreviation or simulations thereof, of Licensors;

(d)

conferring upon Buyer or any of its Subsidiaries by implication, estoppel or otherwise, any license or other right except the licenses and rights expressly granted hereunder; or

(e)

an obligation to provide any technical information, know-how, consultation, technical services or other assistance or deliverables to Buyer.

(a)

Any and all disputes or controversies arising under this Agreement (each a "Dispute") will be referred to and finally settled through Arbitration to be administrated by the ICC, according to the Rules in force on the date of the request for arbitration, except for any changes set forth herein, or by mutual agreement by the Parties. The Rules' provisions related to the emergency arbitrator will not apply.

(b)

The arbitral tribunal will be conducted by three independent arbitrators (the "Arbitrators"), selected by the mutual written agreement of the Parties or, if the Parties cannot so agree within 10 Business Days of the request for arbitration, selected by the ICC in accordance with the Rules.

(c)

The seat of arbitration will be in Vancouver, British Columbia where the arbitration award will be rendered. The arbitration will be conducted in English. The Arbitrators will apply the choice of law provided under Section 7.1.

(d)

The Arbitrators will have the authority to grant urgent, interim and permanent measures deemed appropriate, including orders for the specific performance of the obligations set forth herein. Any order, decision, determination or award rendered by the Arbitrators will be final, compulsory and legally binding on the parties and their successors, and may be entered and enforced in any court having jurisdiction thereof or having jurisdiction over the relevant party and/or any of its assets.

(e)

Nothing in the foregoing will limit or deny a Party the right to seek relief (including injunctive or other equitable relief) or remedies from a court of competent jurisdiction in connection with or related to any infringement, violation, misappropriation of any intellectual or proprietary rights of that Party, including in respect of the misuse of its Confidential Information.

	ROLLING WIRELESS (H.K.) LIMITED
	By:
		Name:
		Title:

	SIERRA WIRELESS INC.
	By:
		Name:
		Title:

	SIERRA WIRELESS AMERICA, INC.
	By:
		Name:
		Title:

	SIERRA WIRELESS S.A.
	By:
		Name:
		Title: