Common Contracts

FORM OF ESCROW AGREEMENT among

Form of Escrow Agreement • December 11th, 2009 • New York

• Contract Type
  Form of Escrow Agreement
• Filed
  December 11th, 2009
• Jurisdiction
  New York

This ESCROW AGREEMENT (this “Agreement”), dated as of December [•], 2009, by and among (i) Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”); (ii) Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”); (iii) Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”); (iv) the affiliates of the Main Sellers listed on Schedule A Parts 1 and 2 (the “Other Sellers” and, together with the Main Sellers, the “Sellers”); (v) the companies set out in Schedule B Part 1 (the “EMEA Filed Entities”), which are acting by Alan Robert Bloom, Stephen John Harris, Alan Michael Hudson and Christopher John Wilkinson Hill of Ernst & Young LLP (other than Nortel Networks (Ireland) Limited (In Administration) for which David Hughes of Ernst & Young Chartered Accountants and Alan Robert Bloom serve as joint administrators (collectively the “Joint Administrators”)) who act as