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EXHIBIT 2.2
DEED
RELATING TO
accession under an agreement for sale and purchase
TURNSTONE SYSTEMS, INC.
as Purchaser
AND
TURNSTONE NEW ZEALAND HOLDINGS
as Nominated Transferee
IN FAVOUR OF
THE VENDORS
(being each person listed in Schedule 1 to the Sale and
Purchase Agreement)
AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as Vendors' Representative
DATE 8 AUGUST 2000
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CONTENTS
1. INTERPRETATION........................................................1
2. NOMINATED TRANSFEREE'S UNDERTAKINGS...................................1
3. PURCHASER'S WARRANTY..................................................2
4. SALE AND PURCHASE AGREEMENT...........................................2
5. NOTICES TO NOMINATED TRANSFEREE.......................................2
6. CONTRACTS (PRIVITY) ACT 1982..........................................2
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This DEED is made on 8 August 2000
BY (1) TURNSTONE SYSTEMS, INC. (the PURCHASER)
AND (2) TURNSTONE NEW ZEALAND HOLDINGS (the NOMINATED
TRANSFEREE)
IN FAVOUR OF (3) EACH PERSON LISTED IN SCHEDULE 1 TO THE SALE
AND PURCHASE AGREEMENT (together, the VENDORS)
AND (4) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (VENDORS' REPRESENTATIVE),
INTRODUCTION
A. The Purchaser, the Vendors and the Vendors' Representative are the
parties to the Sale and Purchase Agreement.
B. Pursuant to clause 11.1 of the Sale and Purchase Agreement, the Purchaser
has nominated the Nominated Transferee, being a subsidiary of the
Purchaser, to purchase the Shares in place of the Purchaser.
C. Under the terms of the Sale and Purchase Agreement, the Purchaser and the
Nominated Transferee are required to execute this Deed.
IT IS AGREED
1. INTERPRETATION
1.1 DEFINITIONS
In this Deed:
EFFECTIVE DATE means the date on which a duly executed copy of this Deed
is delivered to the Vendors' Representative pursuant to, and in
accordance with, clause 11.1 of the Sale and Purchase Agreement; and
SALE AND PURCHASE AGREEMENT means the agreement relating to sale and
purchase of the shares in Paragon Solutions Limited dated 19 July 2000
made between the Purchaser, the Vendors and the Vendors' Representative.
1.2 SALE AND PURCHASE AGREEMENT
Terms and expressions defined in the Sale and Purchase Agreement and not
otherwise defined in this Deed have the same meaning where they are used
in this Deed.
2. NOMINATED TRANSFEREE'S UNDERTAKINGS
With effect from the Effective Date, the Nominated Transferee will become
a party to the Sale and Purchase Agreement as if it had been named as the
Purchaser in that Agreement. The Nominated Transferee hereby covenants in
favour of the Vendors and the Vendors'
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Representative that it will observe, perform and be bound by all of the
obligations and covenants of the Purchaser under the Sale and Purchase
Agreement.
3. PURCHASER'S WARRANTY
The Purchaser hereby warrants to the Vendors and the Vendors'
Representative that the Nominated Transferee is a subsidiary of the
Purchaser.
4. SALE AND PURCHASE AGREEMENT
Clauses 12, 14, 15, 18, 19, 21, 22, 23 and 24 of the Sale and Purchase
Agreement will apply, mutatis mutandis, to this Deed.
5. NOTICES TO NOMINATED TRANSFEREE
For the purpose of clause 20 of the Sale and Purchase Agreement, each
notice or other communication to the Nominated Transferee under the Sale
and Purchase Agreement is to be in writing, is to be made by facsimile,
personal delivery or by post to the Nominated Transferee at the facsimile
number or address, and is to be marked for the attention of the person or
officeholder (if any), from time to time designated for the purpose by
the Nominated Transferee to the other parties. The initial facsimile
number, address and relevant person or officeholder of the Nominated
Transferee is set out under its name at the end of this Deed.
6. CONTRACTS (PRIVITY) ▇▇▇ ▇▇▇▇
The provisions of this Deed are promises that are for the benefit of, and
are intended to be enforceable by, the Vendors and the Vendors'
Representative in accordance with the Contracts (Privity) ▇▇▇ ▇▇▇▇.
EXECUTION
EXECUTED as a Deed on the date first written above.
TURNSTONE SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive Officer
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TURNSTONE NEW ZEALAND HOLDINGS
by
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
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Director Director
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Print Name Print Name
ADDRESS OF TURNSTONE NEW ZEALAND HOLDINGS
ADDRESS C/- Turnstone Systems, Inc. FACSIMILE ▇▇▇-▇▇▇-▇▇▇ 1401
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▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTENTION General Counsel TELEPHONE ▇▇▇-▇▇▇-▇▇▇ 1400
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