Exhibit 2.1

Execution Version

ASSET PURCHASE AGREEMENT

VECIMA NETWORKS INC.

- and -

CONCURRENT COMPUTER CORPORATION

October 13, 2017

TABLE OF CONTENTS

THIS AGREEMENT made effective as of October 13, 2017,

B E T W E E N :

VECIMA NETWORKS INC. , a corporation existing under the laws of Canada,

(the “ Purchaser ”),

CONCURRENT COMPUTER CORPORATION , a corporation existing under the laws of Delaware,

(the “ Seller ”).

WHEREAS the Seller wishes to sell to the Purchaser and the Purchaser wishes to purchase from the Seller all of the remaining assets used by the Seller or a Subsidiary of the Seller in the United States, Germany, Britain and Japan in the conduct of the Purchased Business, on the terms and conditions hereinafter set forth and to effect such a purchase the Purchaser shall purchase the assets of the Seller or its Subsidiaries with the exception of the Seller’s Japanese Subsidiary, in which case the Purchaser shall purchase the Japanese Subsidiary’s shares;

WHEREAS, in connection with the execution of this Agreement, certain holders of Common Stock (as defined below) have entered into voting agreements with Purchaser pursuant to which such persons agree, subject to the terms and conditions therein, to vote their shares of Common Stock to approve this Agreement and the transactions contemplated hereby.

NOW THEREFORE, in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:

Article 1
INTERPRETATION

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, including the Letter of Intent and the Confidentiality Agreement. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein.

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

References in this Agreement to the “knowledge” of the Seller mean the actual knowledge, after reasonable inquiry, of any one or more of the following officers of the Seller: Derek Elder, Warren Sutherland, and Heather Asher.

The language in all parts of this Agreement shall in all cases be construed as a whole and neither strictly for nor strictly against any of the parties to this Agreement.

The following Schedules are attached to and form part of this Agreement:

Article 2
PURCHASE AND SALE

Subject to the provisions of this Agreement, the Seller agrees to sell, assign, and transfer to the Purchaser, or cause its Subsidiaries to sell, assign, and transfer to the Purchaser, and the Purchaser agrees to purchase from the Seller or Subsidiaries, as applicable, effective as of the Closing Time, all of the remaining property and assets used or held for use in connection with or otherwise relating to the Purchased Business (other than Excluded Assets), whether real or personal, tangible or intangible, of every kind and description and wherever located (collectively, the “ Purchased Assets ”), including, without limitation:

The Purchased Assets shall not include any of the following property and assets (collectively, the “ Excluded Assets ”):

At the Closing, the Purchaser shall pay to the Seller an amount equal to $29,000,000, (A) plus the amount, if any, by which the Estimated Closing Date Net Working Capital exceeds the Target Net Working Capital, or minus the amount, if any, by which the Target Net Working Capital exceeds the Estimated Closing Date Net Working Capital (the “ Preliminary Cash Purchase Price ”), minus (B) the Escrow Amount by wire transfer of immediately available funds to such account or accounts notified in writing by the Seller to the Purchaser (the “ Closing Date Payment ”).

At the Closing, the Purchaser shall deliver or cause to be delivered by wire transfer of immediately available funds cash in an amount equal to the Escrow Amount to the Escrow Agent, pursuant to the provisions of the Escrow Agreement. The Escrow Agreement shall be entered into at the Closing, by and among the Seller, the Purchaser, and the Escrow Agent. The amounts held in Escrow (or any portion thereof) shall remain in the Escrow as a reserve to cover potential Claims for Losses incurred by the Purchaser Indemnified Parties and to be disbursed pursuant to Section 8.10 and the Escrow Agreement. On the Escrow Release Date, all funds in the Escrow shall be distributed to the Seller and/or the Purchaser, as applicable, upon the terms and conditions set forth in the Escrow Agreement.

The Purchaser shall assume all product liability, product warranty and other claims and obligations respecting products manufactured, sold or installed by the Seller in connection with the Purchased Business after the Closing Time.

The Seller shall be liable for and shall pay all transfer, documentary, sales, use, stamp, registration, excise, recording, conveyancing, franchise, value added and other similar Taxes, levies, charges and other fees, including any penalties and interest (collectively, “ Transfer Taxes ”) incurred in connection with the transactions contemplated by this Agreement. The Seller and Purchaser shall cooperate in the preparation and filing of all Tax Returns and other documentation with respect to all such Transfer Taxes. Purchaser and Seller shall cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes.

Notwithstanding any provision hereof to the contrary, Purchaser shall be entitled to deduct and withhold from any consideration otherwise payable hereunder such amounts as it is required to deduct and withhold pursuant to any provision of Law, including those related to or regarding Taxes. To the extent that amounts are so withheld by Purchaser under any provision of this Agreement, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipients in respect of which such deduction and withholding was made by the Purchaser, and Purchaser shall timely remit, or cause to be timely remitted, such withheld amounts to the appropriate Governmental Authority.

Article 3
CLOSING AND CLOSING CONDITIONS

Subject to compliance with the terms and conditions hereof, the Closing, the transfer of possession of the Purchased Assets, the assumption of the Assumed Liabilities, and the consummation of the Transaction, shall be deemed to take effect as at the Closing Time at the offices of Andrews Kurth Kenyon LLP, 450 Lexington Avenue, 15th Floor, New York, NY 10017.

From the date hereof up to the Closing Time, the Purchased Assets shall be and remain at the risk of the Seller. If, prior to the Closing Time, all or any part of the Purchased Assets which are necessary to carry on the Purchased Business as currently conducted are destroyed or damaged by fire, act of God, force majeure or any other casualty, or shall be appropriated, expropriated or seized by a Governmental Authority, unless the Purchaser terminates its obligations under this Agreement in accordance with Section 3.5 , the Purchaser shall complete the purchase without reduction of the Purchase Price, in which event all proceeds of insurance or compensation for expropriation or seizure shall be paid to the Purchaser at the Closing Time and all right and claim of the Seller to any such amounts not paid by the Closing Date shall be assigned at the Closing Time to the Purchaser.

At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

At the Closing, the Purchaser shall deliver to the Seller or cause to be delivered to the Seller:

The sale and purchase of the Purchased Assets is subject to the following terms and conditions for the exclusive benefit of the Purchaser, to be performed or fulfilled at or prior to the Closing Time:

The sale and purchase of the Purchased Assets is subject to the following terms and conditions for the exclusive benefit of the Seller, to be performed or fulfilled at or prior to the Closing Time:

This Agreement may be terminated and the Transaction may be abandoned at any time prior to the Closing Time, whether before or after receipt of the Seller Stockholder Approval (except as otherwise expressly noted), as follows:

In the event that this Agreement is terminated pursuant to ‎ Section 3.7 , written notice thereof shall be given by the terminating party to the other party identified in Section 3.7 ‎, specifying the provisions hereof pursuant to which such termination is made and the basis therefor, and the obligations of the Seller and the Purchaser under this Agreement, other than the obligations contained in Section 6.8 , shall be terminated, provided that a party may also bring an action pursuant to Article 8 against the other party for damages suffered by it where this Agreement is terminated due to the non-performance or non-fulfilment of a condition to Closing and such non-performance or non-fulfilment is as a result of a breach of covenant, representation or warranty by such other party; provided , however , that the Purchaser shall have no right to bring any further claim for damages after receipt of the Termination Fee, except in the case of fraud or willful misconduct. Any condition to Closing may be waived in whole or in part by a party without prejudice to any claims it may have for breach of covenant, representation or warranty. Notwithstanding the foregoing, no such termination shall relieve the Seller from any obligation to pay the Termination Fee pursuant to ‎ Section 3.9 , where applicable.

Article 4
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with their purchase of the Purchased Assets:

The Seller is a corporation validly existing under the laws of Delaware and has the corporate power to own or lease its property, including the Purchased Assets, to carry on the Purchased Business as now being conducted by it, and to enter into this Agreement and to perform its obligations hereunder. The Seller is duly qualified as a corporation to do business in each jurisdiction in which the nature of the Purchased Business or the Purchased Assets makes such qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

Except for the Seller Stockholder Approval and obtaining the consents and approvals described in Schedule 4.18(b) , as of the date hereof, the Seller has taken, and as of the Closing, the Subsidiaries will have taken, all corporate action necessary to authorize the execution and delivery of, and the observance and performance of its covenants and obligations under, this Agreement. The Seller Stockholder Approval is the only vote of the holders of any of the Seller’s capital stock necessary in connection with the consummation of the Transactions. This Agreement has been duly authorized, executed and delivered by the Seller and is a legal, valid and binding obligation of the Seller, enforceable against the Seller by the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. At a meeting duly called and held, the Board has (i) declared this Agreement and the sale of the Purchased Assets, advisable, fair to and in the best interests of the Seller and its stockholders, (ii) approved this Agreement and the Ancillary Agreements and the Transaction, (iii) resolved to recommend the approval of this Agreement and the transactions contemplated hereby by the Seller’s stockholders (such recommendation, the “ Board Recommendation ”) and (iv) directed that this Agreement and the transactions contemplated hereby be submitted to the Seller’s stockholders for approval.

No Person other than the Purchaser has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Seller or any of its Subsidiaries of any of the Purchased Assets.

The execution and delivery of this Agreement by the Seller and the consummation of the Transaction shall not result in: (a) the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the Seller or any of its Subsidiaries under: (i) any provision of the certificate of incorporation or by-laws of the Seller or any of its Subsidiaries; (ii) any Applicable Law; or (iii) any license, permit, approval, consent or authorization held by the Seller or any of its Subsidiaries or necessary to the operation of the Purchased Business; (b) the creation or imposition of any Encumbrance on any of the Purchased Assets; or (c) subject to the consents that are required to be obtained as set forth in Schedule 4.18(b) , a violation or a default under any Contract to which the Seller or any of its Subsidiaries is a party or bound or relieves any other party to any Contract of that party's obligations thereunder or enables it to terminate its obligations thereunder.

The Purchased Assets are sufficient to carry on the Purchased Business in the manner in which the Seller and its Subsidiaries have conducted the Purchased Business. All Purchased Assets owned and used by the Seller or any of its Subsidiaries in connection with the Purchased Business are in operating condition. To the knowledge of the Seller, (i) there are no facts or conditions affecting the Purchased Assets which would be reasonably anticipated to interfere in any material respect with the use, occupancy or operation of the Purchased Assets as currently used, occupied or operated, and (ii) there are no material repair or maintenance costs with respect to the Purchased Assets outside of the ordinary course of business that the Seller or any of its Subsidiaries reasonably expected to be incurred as of the date hereof.

Upon the Closing, the Purchaser shall have acquired good and marketable title or a valid leasehold interest in each of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

Schedule 2.1(d) sets forth the municipal addresses of all of the Leased Real Property. Neither the Seller nor any of its Subsidiaries is a party to any lease or agreement to lease in respect of any real property, whether as lessor or lessee, in respect of the Purchased Business, other than the leases described in Schedule 2.1(d) (the “ Leases ”) relating to the Leased Real Property or the Excluded Leases. Schedule 2.1(d) sets out the parties to each of the Leases, their dates of execution and expiry dates, any options to renew, the locations of the leased lands and premises and the rent payable thereunder. Except as described in Schedule 2.1(d) , the Seller occupies the Leased Real Property and, to the knowledge of the Seller, has the exclusive right to occupy and use the Leased Real Property. Each of the Leases is in full force and effect, and neither the Seller nor, to the Seller's knowledge, any other party thereto is in breach of any covenants, conditions or obligations contained therein. Where available, the Seller has provided a true and complete copy of each Lease and all amendments thereto to Purchaser.

Neither the Seller nor any of its Subsidiaries owns or has agreed to acquire any fee interest any real property. The Seller leases or subleases all real property that is primarily used in the Purchased Business or otherwise included as a Purchased Asset.

As of the date hereof, the Seller has no reason to believe that the benefits of any relationship, including without limitation any Contract, with any of the Subscribers shall not continue after the date hereof in substantially the same manner as prior to the date hereof. Schedule 2.1(a) sets out a complete and correct list of all Subscribers as of the date hereof. The Seller has provided or made available to the Purchaser (a) true and complete copies of the forms of Contract and all amendments thereto entered into with Subscribers in the ordinary course of business and (b) true and complete copies of all Contracts and amendments thereto entered into with Subscribers.

To the knowledge of the Seller, the Seller and its Subsidiaries are in material compliance with (i) Applicable Law relating to privacy or personal information and (ii) any privacy policy published or distributed by the Seller or any of its Subsidiaries.

The Inventories are in good condition, are merchantable, are of a quality and quantity usable or saleable in the ordinary course of business, and are fit for the purposes for which they are intended (except to the extent, if any, written down to net realizable value as at the Closing Date). To the knowledge of the Seller, the Inventories are labelled and stored in compliance with all Applicable Laws.

Schedule 4.13 sets out all insurance policies (specifying the insurer, the amount of the coverage, the type of insurance, the policy number and any pending claims thereunder) maintained by the Seller or any of its Subsidiaries on the Purchased Assets as of the date hereof and true and complete copies of the most recent inspection reports, if any, received from insurance underwriters or others as to the condition of the Purchased Assets. Neither the Seller nor any of its Subsidiaries is in default with respect to any of the provisions contained in any such insurance policy or has failed to give any notice or present any claim under any such insurance policy in a due and timely fashion. The Seller has provided or made available to the Purchaser a true copy of each property insurance policy referred to in Schedule 4.13 .

CCSC is a stock company ( Kabushiki Kaisha ) duly incorporated and validly existing under the laws of Japan, and has corporate power to own or lease its property and carry on its business as now being conducted by it. CCSC's total number of authorized shares is 10,000, and all of them have been duly and validly issued. The CCSC Shares represent all the issued and outstanding shares in CCSC, and except for them, no CCSC shares, share acquisition rights, bonds with share acquisition rights, convertibles bonds or any other rights to acquire its shares exist. The Seller validly holds all of the CCSC Shares, and is the beneficial shareholder of the CCSC Shares. No mortgages, pledges, attachments, liens, claims and other obligations exist on the CCSC Shares, and no share certificates have been issued for the CCSC Shares.

No part of the Purchased Assets has been taken or expropriated by any Governmental Authority, nor has any notice or proceeding in respect thereof been received by the Seller or any of its Subsidiaries. Neither the Seller nor any of its Subsidiaries has any knowledge of any intent or proposal to give any such notice or commence any such proceedings.

Except as described on Schedule 4.16 , neither the Seller nor any of its Subsidiaries is a party or subject to, and the Purchased Business or Purchased Assets are not otherwise subject to, the following Contracts (collectively, the “ Material Contracts ”):

The Seller and its Subsidiaries have performed all of the material obligations required to be performed by them and are entitled to all benefits under, and are not in material breach or alleged to be in material breach in respect of, any Material Contract. All Material Contracts are in Good Standing and in full force and effect, and, to Seller’s knowledge, no event, condition or occurrence exists which, after notice or lapse of time or both, would constitute a material default under any of the foregoing. The Seller has provided or made available to the Purchaser a true and complete copy of each Material Contract listed or described on Schedule 4.16 and all amendments thereto.

To Seller’s knowledge, the Seller and its Subsidiaries have complied with all Applicable Law applicable to the Purchased Business or the Purchased Assets, and the regulations thereunder, except where such non-compliance would not have a Material Adverse Effect. Schedule 4.17 sets out a complete and accurate list of all licenses, permits, approvals, consents, certificates, registrations and other similar authorizations conferred or otherwise created by a Governmental Authority (the “ Licenses ”) held by or granted to the Seller in connection with or relating to the Purchased Business, and there are no other Licenses necessary to carry on the Purchased Business or to own or lease any of the Purchased Assets. Each License is valid and subsisting and neither the Seller nor any of its Subsidiaries is in material default or breach of any License and, to the knowledge of the Seller, no proceeding is pending or threatened to revoke or limit any License. The Seller has provided or made available a true and complete copy of each License and all amendments thereto to the Purchaser.

The Financial Statements have been prepared in accordance with GAAP (except insofar as the interim Financial Statements are presented without footnotes) applied on a basis consistent with prior periods and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Seller and its Subsidiaries on a consolidated basis as at their respective dates and the sales, earnings and results of operations of the Seller and its Subsidiaries on a consolidated basis for the respective periods covered by them. The Seller has provided or made available true and complete copies of the Financial Statements to the Purchaser.

Since June 30, 2017, and other than as set forth on Schedule 4.20 , the Purchased Business has been carried on only in the ordinary and normal course consistent with past practice and there has not been, to Seller’s knowledge:

Except as set forth on Schedule 4.21 , with respect to the Purchased Assets: (a) neither the Seller nor any of its Subsidiaries has since June 30, 2017 made any payment or loan to, or borrowed any moneys from or become otherwise indebted to, any officer, director, employee, stockholder or any other Person not dealing at arm's length with the Seller or any Affiliate of any of the foregoing and neither the Seller nor any of its Subsidiaries is indebted to any such Person, except as disclosed on the Financial Statements and except for usual employee reimbursements and compensation paid in the ordinary course of the Purchased Business; and (b) except for Contracts of employment, neither the Seller nor any of its Subsidiaries is a party to any significant or material Contract with any officer, director, employee, stockholder or any other Person not dealing at arm's length with the Seller or any Affiliate of any of the foregoing. No officer, director, or, to the Seller’s knowledge, stockholder of the Seller, and, to the Seller’s knowledge, no entity which is an Affiliate of one or more of such Persons: (i) owns, directly or indirectly, any interest in (except for shares representing less than five per cent of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, employee or consultant of, any Person which is, or is engaged in business as, a competitor of the Purchased Business or a lessor, lessee, supplier, distributor, sales agent or customer of the Purchased Business; (ii) owns, directly or indirectly, in whole or in part, any property that the Seller or any of its Subsidiaries uses in the operations of the Purchased Business; or (iii) has, to the knowledge of the Seller, any cause of action or other claim whatsoever against, or owes any amount to, the Seller or any of its Subsidiaries in connection with the Purchased Business, except for any liabilities reflected in the Financial Statements and claims in the ordinary course of business such as for accrued vacation pay and accrued benefits under Employee Plans or a Contract of employment.

Except as set forth on Schedule 4.22 , each of the Seller and its Subsidiaries have duly filed on a timely basis all Tax Returns showing material amounts of Taxes due required to be filed by it and has paid or remitted all Taxes which are due and payable, and all assessments, reassessments, governmental charges, penalties, interest and fines due and payable by it. All such Tax Returns are true, correct, and complete in all material respects. The Seller and its Subsidiaries have timely and properly withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any past or present employee, officer, director, independent contractor, creditor, member, shareholder or other third party. There are no liens upon any of the Purchased Assets, other than Permitted Encumbrances. Neither the Seller nor any of its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency with respect to the Purchased Business or Purchased Assets, except for waivers or extensions no longer in effect. No Tax audits or administrative or judicial Tax proceedings are being conducted with respect to the Purchased Assets or the Purchased Business.

The representations and warranties set forth in this Section 4.22 are the Seller’s sole and exclusive representations and warranties regarding Tax matters.

Except as described in Schedule 4.23 , there are no actions, suits or proceedings (whether or not purportedly on behalf of the Seller or any of its Subsidiaries) pending or, to the knowledge of the Seller, threatened against or affecting, the Seller or any of its Subsidiaries in respect of the Purchased Assets, at law or in equity or before or by any Governmental Authority.

Schedule 4.25 sets out the major customers (being the top ten (10) customers of the Purchased Business based on sales for the twelve (12) months ended June 30, 2017) and major suppliers (being the top ten (10) suppliers of the Purchased Business based on expenditures for the twelve (12) months ended June 30, 2017) of the Purchased Business. Since June 30, 2017, there has been no termination or cancellation of, and no modification or change in, the business relationship of Seller and its Subsidiaries with any major customer or group of major customers or major supplier or group of major suppliers.

Except as described in the warranty statement attached as Schedule 4.26 , neither the Seller nor any of its Subsidiaries has given any warranties to any buyer of products or services supplied by the Purchased Business. Schedule 4.26 also sets out all commitments of the Seller or any of its Subsidiaries to take back or repurchase products from customers.

No labor organization, as that term is defined by the National Labor Relations Act, 29 U.S.C. § 152(5) (provided, however, that with respect to the Subsidiaries, the term “labor organization” shall have the meaning set forth in Applicable Law of the respective jurisdiction of such Subsidiary), is certified to represent any Employees with respect to their employment by the Seller or any of its Subsidiaries, neither the Seller nor any of its Subsidiaries is a party to any Contract with any labor organization, neither the Seller nor any of its Subsidiaries has made commitments to or conducted negotiations with any labor organization with respect to any future Contracts and to the Seller's knowledge there are no current attempts to organize or establish any labor organization with respect to Employees. To the Seller’s knowledge, no labor organization has filed or brought any grievances in respect of the Purchased Business, filed or brought any unfair labour practice complaints or sought to have the Seller or any of its Subsidiaries declared a related or successor employer. There is no labour strike, slow down, work stoppage or lockout in effect, or to the knowledge of the Seller, threatened against the Seller, nor has there been any such event within the past five years.

All accruals for unpaid vacation pay, premiums for Statutory Plans, accrued wages, salaries and commissions and Employee Plan payments have been reflected in the books and records of the Seller.

The Board has received the opinion of Needham & Company, the financial advisor to the Seller, to the effect that, as of the date of the approval of this Agreement by the Board, and based upon and subject to the factors and assumptions set forth in such opinion, the consideration to be received by the Seller pursuant to this Agreement is fair, from a financial point of view, to the Seller.

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4 (INCLUDING THE RELATED PORTIONS OF THE DISCLOSURE SCHEDULE), NEITHER THE SELLER NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF THE SELLER OR ANY OF ITS AFFILIATES, AS TO THE PURCHASED BUSINESS, THE PURCHASED ASSETS, THE OFFERED EMPLOYEES, THE ASSUMED LIABILITIES OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED TO THE PURCHASER BY THE SELLER OR ANY AFFILIATE OR REPRESENTATIVE OF THE SELLER.

Article 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller as follows and acknowledges and confirms that the Seller is relying on such representations and warranties in connection with its sale of the Purchased Assets:

The Purchaser validly exists under the laws of the British Columbia and has the power to enter into this Agreement and to perform its obligations hereunder.

The Purchaser has taken all action necessary to authorize the execution and delivery of, and the observance and performance of its covenants and obligations under, this Agreement. This Agreement has been duly authorized, executed and delivered by the Purchaser and is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser by the Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. No approval from the stockholders of the Purchaser or any stockholder, member, or manager, of any Affiliate of the Purchaser is required for the Purchaser to validly authorize the execution and delivery of, and the observance and performance of its covenants and obligations under, this Agreement.

The execution and delivery of this Agreement by the Purchaser and the consummation of the Transactions shall not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the Purchaser under: (a) any Contract to which the Purchaser is a party or by which it is bound; (b) any provision of the corporate governance documents or by-laws or resolutions of the board of directors (or any committee thereof) or stockholders of the Purchaser; or (c) any Applicable Law.

There is no requirement for the Purchaser to make any filing with, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to the lawful consummation of the Transactions.

None of the information provided by the Purchaser for inclusion in the Proxy Statement or any amendment or supplement thereto, at the time the Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Seller and at the time the Seller’s stockholders vote on approval of this Agreement, shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

The Purchaser has, or shall have at the Closing, sufficient cash on hand or other sources of immediately available funds that together enable it to pay the Preliminary Cash Purchase Price and to otherwise perform all of its obligations under each of the Transaction Documents.

The Purchaser has conducted its own independent investigation, review and analysis of the Purchased Assets and Purchased Business, and acknowledges that it has been provided with adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Seller for such purpose. The Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and consummate the Transaction, the Purchaser has relied solely upon its own investigation and the express representations and warranties of the Seller set forth in Article 4 of this Agreement (including related portions of the Disclosure Schedules); and (b) neither the Seller nor any other Person has made any representation or warranty as to the Seller, the Purchased Assets, the Purchased Business, or this Agreement, except as expressly set forth in Article 4 of this Agreement (including the related portions of the Disclosure Schedules). The Purchaser acknowledges and agrees that it shall have no Claim against the Seller as a result of any failure of the disclosure controls and procedures referenced in Section 4.32(a) or the internal controls referenced in paragraph Section 4.32(b) to comply with, or meet the standards set forth in, the laws or regulations of Canada or the laws or regulations of any other foreign jurisdiction.

Article 6
COVENANTS

The Seller and the Purchaser agree to the following covenants (for purposes of this Article 6, Seller includes its Subsidiaries, other than CCSC post-Closing):

At the Closing Time, there shall be delivered to the Purchaser by the Seller all the books and records described in Section 2.1(l) . The Purchaser agrees that it shall preserve the books and records so delivered to it for a period of seven (7) years from the Closing Date, or for such longer period as is required by any Applicable Law, and shall permit the Seller or its Representatives reasonable access thereto, but the Purchaser shall not be responsible or liable to the Seller for or as a result of any accidental loss or destruction of, or damage to, any such books or records.

At the Closing Time, the Seller shall deliver updated Schedules to this Agreement such that all Schedules to this Agreement are true and complete as of the Closing Time; provided that Schedules 1.1(vvv) and 1.1(dddd) shall not be subject to update.

Immediately after Closing the Purchaser shall use the name “ Concurrent ” or “ Concurrent by Vecima ” or like name at the sole discretion of the Purchaser acting reasonably.

Without in any way limiting any other obligations of the Seller hereunder, during the period from the date hereof to the Closing Time, except in the ordinary course of business of the Seller consistent with past practices or as would have a Material Adverse Effect:

The Seller shall remain responsible for, and agrees the Purchaser shall not assume any liability for or be responsible for, accrued wages, salaries and commissions of Employees or premiums or accrued benefits under any of the Employee Plans, Pension Plans or Statutory Plans, prior to the Closing Time.

Information is not, however, “ Confidential Information ” if it (a) is or becomes generally available to the public other than as a result of a disclosure, in violation of this Agreement or Applicable Law, by the Receiving Party, its affiliates or any of their officers, directors, employees, agents, advisors, consultants, accountants, lawyers, auditors or representatives who have been informed of the Confidential Information (collectively, the “ Representatives ”), (b) was available to or known to the Receiving Party or its Representatives prior to disclosure by the Disclosing Party or its Representatives, (c) is or becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives; provided that the source of such information was not known by the Receiving Party or its Representatives to be prohibited from disclosing such information to the Receiving Party or its Representatives by a legal, contractual or fiduciary obligation, or (d) has otherwise been independently acquired or developed by the Receiving Party or its Representatives without violating any obligations under this Agreement or Applicable Law. Any trade secrets of a Disclosing Party shall also be entitled to all of the protections and benefits under applicable trade secret law and any other Applicable Law. If any information that a Disclosing Party deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information shall still be considered Confidential Information of that Disclosing Party to the extent included within the definition of that term.

Without limiting the Seller’s obligations set forth in Section 6.5(o) , the Seller shall cause a meeting of its stockholders (the “ Seller Stockholder Meeting ”) to be duly called and held as soon as reasonably practicable following the date hereof for the purpose of voting on the approval of this Agreement and the Transaction. Subject to Section 6.9 , the Board shall recommend approval of this Agreement and the Sale of the Purchased Assets by the Seller’s stockholders. In connection with such meeting, the Seller shall (i) promptly prepare and file with the SEC, use its reasonable best efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable, the Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain the Seller Stockholder Approval, and (iii) otherwise use its reasonable best efforts to comply with all legal requirements applicable to such meeting. The Proxy Statement shall not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The covenant contained in the foregoing sentence shall not apply to statements or omissions included in the Proxy Statement based upon information furnished to the Seller by the Purchaser specifically for use therein.

Each of the parties shall, as promptly as reasonably practicable following its being notified of the same, notify the other party in writing of, and shall give the other party the opportunity to participate in the defense and settlement of, any action, lawsuit or proceeding against such party or its directors, executive officers, or similar persons by any stockholder of such party relating, directly or indirectly, to this Agreement or the Transaction (the “ Stockholder Litigation ”). Notwithstanding anything to the contrary, neither party shall communicate with any opposing party in any Stockholder Litigation regarding any settlement thereof without either (a) consulting with the other party in advance of such communication, taking into account in good faith the other party’s views as to acceptable settlement terms and promptly informing the other party of the contents of such communication or (b) allowing the other party’s counsel to participate reasonably in such communication. Neither party shall settle any Stockholder Litigation without the prior written consent of the other party (which shall not be unreasonably withheld, conditioned, or delayed).

Each of the parties waives compliance with any applicable bulk sales laws, including, without limitation, article 6 of the Uniform Commercial Code provisions.

Article 7
SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

All representations, warranties, covenants and agreements made by the parties in this Agreement or in any certificates or documents delivered pursuant to or contemplated by this Agreement shall survive the Closing and shall continue in full force and effect as follows:

Article 8
INDEMNIFICATION

Subject to the provisions of this Article 8 , the Seller agrees to indemnify and save harmless the Purchaser from all Losses suffered or incurred by the Purchaser as a result of or arising directly or indirectly out of or in connection with:

provided , however , that the Seller shall not be required to indemnify or save harmless any Purchaser pursuant to paragraph 8.1(a) above unless such Purchaser shall have provided notice to the Seller in accordance with Section 8.3 on or prior to the expiration of the applicable time period related to such representation and warranty as set out in Section 7.1 .

Subject to the provisions of this Article 8 , the Purchaser agrees to indemnify and save harmless the Seller from all Losses suffered or incurred by the Seller as a result of or arising directly or indirectly out of or in connection with:

provided , however , that the Purchaser shall not be required to indemnify or save harmless the Seller pursuant to paragraph 8.1(a) above unless the Seller shall have provided notice to the Purchaser in accordance with Section 8.3 on or prior to the expiration of the applicable time period related to such representation and warranty as set out in Section 7.1 .

In the event that a party (the “ Indemnified Party ”) shall become aware of any claim, proceeding or other matter (a “ Claim ”) in respect of which the other party (the “ Indemnifying Party ”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “ Third Party Claim ”) or whether the Claim does not so arise (a “ Direct Claim ”), and shall also specify with reasonable particularity (to the extent that the information is available):

If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any Liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party's failure to give such notice on a timely basis.

With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If the parties agree at or prior to the expiration of such thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, (i) if the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the parties may agree or shall be determined by a court of competent jurisdiction.

With respect to any Third Party Claim, the Indemnifying Party shall have the right, at its expense, to participate in or assume control of the negotiation, settlement or defense of the Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party’s out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to participate in the negotiation, settlement or defense of such Third Party Claim and to retain counsel to act on its behalf; provided , however , that the fees and disbursements of such counsel shall be paid by the Indemnified Party. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that (i) the Indemnified Party is required by Applicable Law, or (ii) it is necessary in the reasonable view of the Indemnified Party acting in good faith and in a commercially reasonable manner in respect of (A) a Third Party Claim by a customer relating to products or services supplied by Seller in respect of the Purchased Business or the Purchased Assets prior to the Closing Time or (B) a Third Party Claim relating to any Contract which is necessary to the ongoing operations of Seller in respect of the Purchased Business or the Purchased Assets or any material part thereof by a reasonable and prudent operator in substantially the manner in which it has heretofore operated by Seller, in order to avoid material damage to the relationship between the Indemnified Party and any of its major customers or to preserve the rights of the Indemnified Party under such an essential Contract, to make a payment to any person (a “ Third Party ”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, as the case may be, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. If such payment, by resulting in settlement of the Third Party Claim, precludes a final determination of the merits of the Third Party Claim and the Indemnified Party and the Indemnifying Party are unable to agree whether such payment was reasonable in the circumstances having regard to the amount and merits of the Third Party Claim, such dispute shall be submitted to arbitration pursuant to JAMS.

If the Indemnifying Party fails to assume control of the defense of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, neither the Indemnifying Party nor the Indemnified Party shall settle any Third Party Claim without the written consent of the other party, which consent shall not be unreasonably withheld or delayed.

The Indemnified Party and the Indemnifying Party shall cooperate fully and in good faith with each other with respect to Third Party Claims, and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).

The provisions of this Article 8 shall apply to any Claim for breach of any covenant, representation, warranty or other provision of this Agreement or any agreement, certificate or other document delivered pursuant to this Agreement (other than a claim for specific performance or injunctive relief) with the intent that all such Claims shall be subject to the limitations and other provisions contained in this Article 8 . The parties acknowledge that the failure to comply with a covenant or obligation contained in this Agreement may give rise to irreparable injury to a party inadequately compensable in damages. Accordingly, a party may seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage (and without requirement of posting a bond or other security). Each of the Purchaser and the Seller expressly waives and renounces any other remedies whatsoever, whether at law or in equity, which it would otherwise be entitled to as against any other Party.

The parties acknowledge and agree that any indemnification payments made in accordance with this Article 8 shall be treated for all Tax purposes as an adjustment to the Purchase Price, unless otherwise required by Applicable Law.

The provisions of this Article 8 shall survive the Closing and the completion of the Transaction.

Article 9
MISCELLANEOUS

No amendment or waiver of any provision of this Agreement shall be binding on or against a party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

This Agreement shall inure to the benefit of and shall be binding on and enforceable by and against the parties and, where the context so permits, their respective successors and permitted assigns.

Except as otherwise provided for herein, each party shall pay for its own costs and expenses incurred in connection with the negotiation, preparation, and execution of this Agreement and the Transaction Documents and performance of the Transactions, including the fees and expenses of legal counsel, financial advisors, accountants and other professional advisors.

Each of the parties hereto shall, at all times after the date hereof and upon any reasonable request of the other party, promptly do, execute, deliver or cause to be done, executed and delivered, all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement, including such other instruments of sale, transfer, conveyance, assignment, confirmation, certificates and other instruments as may be reasonably requested in order to more effectively transfer, convey and assign the Purchased Business, the Purchased Assets, and the Assumed Liabilities and to effectuate the Transactions.

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts, with the same effect as if all parties had signed and delivered the same document, and all counterparts shall together constitute one and the same original document.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, this Asset Purchase Agreement has been executed by the parties as of the date first above written.

Exhibit A

Escrow Agreement

ESCROW AGREEMEN T

THIS ESCROW AGREEMENT (this “ Agreement ”), is made and entered into as of this _____ day of __________, 20 , by and among VECIMA NETWORKS INC. , a corporation existing under the laws of Canada (the “ Purchaser ”), CONCURRENT COMPUTER CORPORATION , a Delaware corporation (the “ Seller ”), and SUNTRUST BANK , a Georgia banking corporation, as escrow agent (the “ Escrow Agent ”). The Purchaser, the Seller and the Escrow Agent are each referred to herein as a “ Party ” and collectively as the “ Parties .”

BACKGROUND

A.       Purchaser and Seller have entered into that certain Asset Purchase Agreement of even date herewith (the “ Purchase Agreement ”), pursuant to which, among other things, the Seller has sold to the Purchaser, and the Purchaser has purchased from the Seller, all of the Purchased Assets (as defined in the Purchase Agreement).

B.        The Purchaser and the Seller have agreed to establish an escrow fund pursuant to the Purchase Agreement, providing for the delivery on the Closing Date to the Escrow Agent of

the sum of One Million Four Hundred Fifty Thousand Dollars ($1,450,000) (the “ Escrow Amount ”).

C.          The Escrow Agent is willing to act as escrow agent for the Escrow Fund (as defined below) under this Agreement.

AGREEMENT

In consideration of the premises and the mutual promises and agreements contained herein, the Parties, intending to be legally bound, hereby agree as follows:

1.         Definitions . Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement.

2.         The Escrow Agent Appointment . The Purchaser and the Seller hereby appoint and designate SUNTRUST BANK as the Escrow Agent, to receive, hold, and distribute the Escrow Fund (as hereinafter defined) in accordance with the terms of this Agreement. The Escrow Agent hereby accepts its appointment as the escrow agent and agrees to hold, administer, invest, and disburse the Escrow Fund (as defined below) in accordance with the terms hereof.

3.         Escrow Fund . Simultaneously with the execution of this Agreement, the Purchaser has delivered to the Escrow Agent, by wire transfer of immediately available funds, the Escrow Amount (such sum, as adjusted from time to time pursuant to the terms hereof, together with any interest or other income earned thereon, being referred to collectively herein as the “ Escrow Fund ”).

3.1.         Investment of Escrow Fund . Unless otherwise instructed in joint written instructions signed by the Purchaser and the Seller, the Escrow Agent shall invest all funds held pursuant to this Agreement in accordance with the Investment Selection Instructions set forth as Exhibit 3.1 hereto. Except in the event of fraud, gross negligence or intentional misconduct, none of the Seller, the Purchaser or the Escrow Agent shall have any liability for any loss or deprecation resulting from investments made in accordance with the provisions of this Agreement or for any costs in connection with any such investment. All income from such invested cash shall be held and disbursed by the Escrow Agent as part of the Escrow Fund. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent is authorized and directed to sell or redeem any investments as it deems necessary to make any payments or distributions required under this Agreement.

3.2.         Disbursement of the Escrow Fund . The Escrow Fund shall secure the obligations with respect to all amounts payable to the Purchaser pursuant to Article 8 of the Purchase Agreement. The foregoing obligations being secured by the Escrow Fund shall hereinafter be referred to, individually, as an “ Escrow Claim ” and, collectively, as “ Escrow Claims .” Escrow Claims against the Escrow Fund may be made by the Purchaser, on its own behalf or on behalf of any other Purchaser Indemnitee at any time on or prior to 11:59 p.m. Eastern on [             ] (the “ Release Date ”) (i.e., the date that is twelve (12) months following the Closing Date (as defined in the Purchase Agreement)). The Purchaser shall promptly notify the Seller and the Escrow Agent concurrently in writing (such that such notice is sent to the Seller and the Escrow Agent on the same day) of the assertion of any claim for indemnity under Section 8.1 of the Purchase Agreement to the extent Purchaser intends to seek recovery of all or any portion of such claim against the Escrow Fund (“ Escrow Notice ”), which Escrow Notice shall, to the extent known at such time, (i) describe the Escrow Claim and the basis for such claim in reasonable detail and (ii) contain a reasonable, good faith estimate of the amount of such Escrow Claim. Failure of the Purchaser to exercise promptness in such notification shall not amount to a waiver of such Escrow Claim, except to the extent the Seller clearly demonstrates that the defense of any third party suit, action or proceeding subject to such Escrow Notice are materially prejudiced by such failure. This Agreement shall not change or modify in any way the events or circumstances which give rise to the obligation of the Seller to make any payments pursuant to the Purchase Agreement, but shall solely provide the Purchaser security therefor. The Escrow Agent shall disburse the amounts from time to time on deposit in the Escrow Fund as follows:

(a)          with respect to an Escrow Claim for indemnity under Section 8.10 of the Purchase Agreement,

(i)        the Escrow Claim shall be paid not more than one (1) Business Day after receipt by the Escrow Agent of instructions contained in a joint written consent or agreement of the Seller and the Purchaser to the payment of such Escrow Claim, specifying the amount thereof and containing instructions for payment; or

(ii)        the Escrow Claim shall be paid not more than two (2) Business Days after receipt by the Escrow Agent of instructions contained in a “ Final Decision ” (as defined below) with respect to such Escrow Claim, specifying the amount thereof and containing instructions for payment.

For the avoidance of doubt, except for funds to be released to the Seller pursuant to Section 8.10(b) , no Escrow Funds shall be released from the Escrow Account without either a joint written consent or agreement of the Seller and the Purchaser or a Final Decision.

(b)           As soon as practicable following (and in any event, within one (1) Business Day after) the Release Date, the Escrow Agent shall automatically distribute to the Seller, or its designees, an amount, if greater than zero, equal to (i) the balance of the Escrow Fund less (ii) the amount of all Escrow Claims with respect to which the Escrow Agent has received an Escrow Notice on or prior to the Release Date but which remain unresolved as of such date and/or unsatisfied amount(s) owed to the Purchaser from the Escrow Fund as of such date.

Notwithstanding the foregoing, if any Escrow Claims have been asserted in writing (and furnished to the Escrow Agent) by the Purchaser on or prior to the Release Date and remain unresolved on the Release Date, the escrow shall continue until the resolution of such Escrow Claims pursuant to the terms of the Purchase Agreement, and during such continuance, the Escrow Agent shall continue to hold the Escrow Fund up to the amount of the outstanding and unresolved Escrow Claims pursuant to the terms of the Purchase Agreement. Upon resolution of each Escrow Claim pending as of the Release Date and the payment of all amounts payable to the Purchaser or any Purchaser Indemnified Party pursuant to Article 8 , the Escrow Agent shall distribute to the Seller, or its designee, the balance, if any, of the Escrow Fund.

“ Final Decision ” means a written settlement signed jointly by the Seller and the Purchaser with respect to any amount in the Escrow Fund, or a written judgment by a court of competent jurisdiction with respect to any amount in the Escrow Fund delivered by the Seller or the Purchaser to the Escrow Agent and accompanied by a written opinion from legal counsel for such Party to the effect that such judgment is from a court of competent jurisdiction and is final and not subject to further proceedings or appeal and a written instruction from such Party to the Escrow Agent to effectuate such judgment. The Escrow Agent may rely on the joint written consent or agreement of Seller and the Purchaser with respect to a Final Decision and the Escrow Agent shall have no responsibility to make any determination as to whether such judgment is from a court of competent jurisdiction or is a final judgment or whether any such Final Decision complies with the Purchase Agreement.

(d)            Termination of Escrow Fund . The escrow provided for hereunder shall terminate upon the final disbursement of the Escrow Fund pursuant to the terms of this Agreement.

4.          Escrow Agent .

4.1         Duties . In performing its duties under this Agreement or upon the claimed failure to perform its duties hereunder, the Escrow Agent shall have no liability with respect to any damages, losses or expenses except to the extent such damages, losses or expenses have been finally adjudicated by a court of competent jurisdiction to have resulted from, or have arisen from, the Escrow Agent’s willful misconduct or gross negligence. The Escrow Agent shall not be responsible or liable for the failure of any Party to perform in accordance with this Agreement. The Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Fund in accordance with the terms of this Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. No provision of this Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement. The Escrow Agent shall be entitled to rely upon and shall be protected in acting upon any request, instruction, statement or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement. In no event shall the Escrow Agent be liable hereunder for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be obligated to take any legal action or to commence any proceeding in connection with the Escrow Fund, any account in which the Escrow Fund is deposited, or this Agreement, or to appear in, prosecute or defend any such legal action or proceedings. The Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and shall incur no liability (not resulting from its fraud, gross negligence or willful misconduct) and shall be fully protected from any liability whatsoever in acting in accordance with the advice, opinion or instruction of such counsel. The Purchaser and the Seller shall be jointly and severally liable for, and shall promptly pay, upon demand, the reasonable and documented fees and expenses of any such legal counsel. The Escrow Agent shall have no liability (not resulting from its fraud, gross negligence or willful misconduct) with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent in accordance with the provisions of this Agreement. Notwithstanding anything to the contrary herein provided, the Escrow Agent shall in no event be deemed to be a collateral agent or agent for any pledgee or purported pledgee of property held under this Agreement. The Escrow Agent makes no representation concerning whether or not any security interest exists with respect to any property held under the terms of this Agreement and the Escrow Agent shall have no duty or obligation with respect to the creation, perfection or continuation of any such security interest, it being understood and agreed that the duties of the Escrow Agent with respect to any property held pursuant to this Agreement are limited and confined exclusively to the duties and responsibilities expressly set forth herein. This Agreement shall not be deemed or construed to be asecurity agreement or to grant a security interest in any property held in escrow hereunder. The Escrow Agent shall not be required to take notice of or have any obligations or responsibilities in connection with the Purchase Agreement, the transactions contemplated thereby or any other agreement between any other parties to the Purchase Agreement, other than this Agreement.

4.2         Indemnification .

(a)        From and at all times after the date of this Agreement, the Purchaser and the Seller shall, jointly and severally, to the fullest extent permitted by law and to the extent provided herein, defend, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “ Indemnified Parties ”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof in connection with the Escrow Agent’s good faith acceptance of and performance of its duties and obligations under this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability (or any cost or expense related to such liability, including attorneys’ fees, costs and expenses) finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Purchaser and the Seller in writing, and the Purchaser and the Seller shall have the right to assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party unless (i) the Purchaser and the Seller mutually agree in writing to pay such fees and expenses, (ii) both the Purchaser and the Seller shall fail to assume the defense of such action or proceeding or shall fail, in the reasonable discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party, on the one hand, and the Purchaser or the Seller, on the other hand, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Purchaser or the Seller. All such fees and expenses payable by the Purchaser and the Seller pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. All of the foregoing losses, damages, costs and expenses of the Indemnified Parties shall be payable upon demand of such Indemnified Party, jointly and severally, by the Seller and the Purchaser. The obligations of the Purchaser and the Seller under this Section 4.2 shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent.

(b)        The Parties agree that neither the payment by the Purchaser and the Seller of any claim by the Escrow Agent for indemnification hereunder nor the disbursement of any amounts to the Escrow Agent from the Escrow Fund in respect of a claim by the Escrow Agent for indemnification shall impair, limit, modify, or affect, as between the Purchaser and the Seller, the respective rights and obligations of the Seller, on the one hand, and the Purchaser, on the other hand, under this Agreement. The Purchaser and the Seller agree solely between themselves that any obligation for indemnification under this Section 4.2 (or for fees and expenses of the Escrow Agent described in Section 4.1) shall be borne by the Party or Parties determined by an arbitrator or a court of competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense for which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by the Purchaser and one-half by the Seller.

4.3         Disputes . If, at any time, there shall exist any dispute between the Purchaser and the Seller with respect to the holding or disposition of any portion of the Escrow Fund or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Fund or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if the Purchaser and the Seller have not, within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 4.4 below, appointed a successor escrow agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions:

The Escrow Agent shall have no liability, except for liability for its own fraud, gross negligence or willful misconduct, to the Purchaser, the Seller or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Fund or any delay in or with respect to any other action required or requested of the Escrow Agent.

4.4         Resignation of Escrow Agent . The Escrow Agent may resign from the performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to the Purchaser and the Seller or may be removed, with or without cause, by the Purchaser and the Seller, acting jointly, at any time by the giving of ten (10) days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor escrow agent as provided herein. Upon any such notice of resignation or removal, the Purchaser and the Seller, acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $1 billion, unless otherwise agreed by the Purchaser and the Seller. In the event the Purchaser and the Seller shall fail to appoint a successor escrow agent within thirty (30) days after the resignation or removal of the Escrow Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a court of competent jurisdiction and shall thereupon be discharged from all further duties as Escrow Agent under this Agreement. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor escrow agent, such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent’s resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement.

4.5         Receipt . By its execution and delivery of this Agreement, the Escrow Agent acknowledges receipt of the Escrow Amount.

4.6        Fees . The Purchaser and the Seller shall each pay one-half of the fees for the services provided by the Escrow Agent hereunder in accordance with invoices, consistent with the fees set forth on Schedule I, delivered to the Purchaser and the Seller by the Escrow Agent. The obligations of the Purchaser and the Seller under this Section 4.6 shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent.

5.          Miscellaneous.

5.1         Notices . All notices, requests, claims, demands, waivers, consents, approvals and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by nationally-recognized overnight courier, by overnight U.S. express mail (postage prepaid, return receipt requested), or e-mail transmission (so long as a receipt of such e-mail is requested and received) to each other party as follows:

or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

5.2         Tax Reporting . The Escrow Agent shall provide monthly reports of transactions and holdings to the Purchaser and the Seller as of the end of each month, at the address provided by the Purchaser and the Seller. The Escrow Agent shall report to the Internal Revenue Service, as of each calendar year-end, all income earned from the investment of any sum held in the Escrow Account as the income of the Purchaser for purposes of the Internal Revenue Code of 1986, as amended and applicable state and local income tax law. The Escrow Agent shall timely furnish to the Purchaser, the Internal Revenue Service, and any other taxing authority, an Internal Revenue Service Form 1099 (and any other applicable form) showing the income earned from the Escrow Account for each tax year. Notwithstanding anything to the contrary herein provided, except for the delivery of Form 1099’s, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds or equity held pursuant to this Escrow Agreement or any income earned thereon.

5.3         Time of the Essence . Computation of Time. Time is of the essence for each and every provision of this Agreement. Whenever the last day for the exercise of any privilege or the discharge of any duty under this Agreement shall fall upon a Saturday, Sunday or any date on which banks in Georgia are closed, the Party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day which is a regular Business Day.

5.4         Successors and Assigns . Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement without further act. Except as set forth in the immediately preceding sentence, no assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties. Notwithstanding the foregoing, the Seller may transfer or assign in whole or in part, any or all of its rights, interests or obligations hereunder to any party that directly or indirectly acquires the Seller or substantially all of the assets of the Seller provided, however, that such assignee(s) (i) shall agree in writing to be bound by the obligations of the Seller and (ii) shall provide the Escrow Agent with all forms and documentation requested by the Escrow Agent to verify identification and authorization to act in accordance with the USA Patriot Act of 2001. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

5.5         Partial Invalidity . Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Law, each Party hereby waives any provision of Law that renders any such provision prohibited or unenforceable in any respect.

5.6         Governing Law . Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware in any proceeding arising in connection with this Agreement, and agrees that any such proceeding shall be brought only in such court (and waives any objection based on forum non conveniens or any other objection to venue therein). Each party further agrees that service of process may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 5.1 above. Each Party waives all right to trial by jury in any proceeding arising out of relating to this Agreement, or its performance under or the enforcement of this Agreement.

5.7        Interpretation; Rules of Construction . When a reference is made in this Agreement to Exhibits, Schedules, or Sections, such reference shall be to an Exhibit to, Schedule of, or Section of this Agreement, respectively, unless otherwise indicated. The words “include”, “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified. The Parties have participated jointly in the negotiation and drafting of this Agreement; accordingly, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

5.8        Entire Agreement; Amendments . This Agreement and the documents executed pursuant hereto supersede all negotiations, agreements and understandings among the Parties with respect to the subject matter hereof and constitute the entire agreement among the Parties with respect thereto. This Agreement may not be amended, modified or supplemented except by written agreement of the Parties.

5.9         Waivers . Any agreement on the part of a Party to any extension or waiver of any provision hereof shall be valid only if set forth in an instrument in writing signed on behalf of such Party. A waiver by a Party of the performance of any covenant, agreement, obligation, condition, representation or warranty shall not be construed as a waiver of any other covenant, agreement, obligation, condition, representation or warranty. A waiver by any Party of the performance of any act shall not constitute a waiver of the performance of any other act or an identical act required to be performed at a later time.

5.10        No Limitation . The Parties (other than the Escrow Agent) agree that the rights and remedies of any Party under this Agreement shall not operate to limit any other rights and remedies otherwise available to any Party under the Purchase Agreement.

5.11        Execution in Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement or the terms hereof to produce or account for more than one of such counterparts. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic imaging means, including email transmission by PDF, shall be effective as delivery of a manually executed counterpart to this Agreement.

5.12         Other Transactions with the Purchaser or the Seller . The Escrow Agent and any stockholder, director, officer or employee of the Escrow Agent may become pecuniarily interested in any transaction in which the Purchaser or the Seller may be interested, and contract and lend money to the Purchaser or the Seller and otherwise act as fully and freely as though it were not Escrow Agent under this Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other capacity for the Purchaser, the Seller or for any other entity.

5.13         Authorized Signatures . Contemporaneously with the execution and delivery of this Agreement and, if necessary, from time to time thereafter, each of the parties to this Agreement shall execute and deliver to the Escrow Agent a Certificate of Incumbency substantially in the form of Exhibit 5.13-A and 5.13-B hereto (a “ Certificate of Incumbency ”) for the purpose of establishing the identity and authority of persons entitled to issue notices, instructions or directions to the Escrow Agent on behalf of each such party. Until such time as the Escrow Agent shall receive an amended Certificate of Incumbency replacing any Certificate of Incumbency theretofore delivered to the Escrow Agent, the Escrow Agent shall be fully protected in relying, without further inquiry, on the most recent Certificate of Incumbency furnished to the Escrow Agent. Whenever this Agreement provides for joint written notices, joint written instructions or other joint actions to be delivered to the Escrow Agent, the Escrow Agent shall be fully protected in relying, without further inquiry, on any joint written notice, instructions or action executed by persons named in such Certificate of Incumbency.

[S IGNATURE P AGES F OLLOW ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

SCHEDULE I

SCHEDULE OF FEES

See attached.

Exhibit B

Non-Compete Agreement

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This Non-Competition and Non-Solicitation Agreement (this “ Agreement ”) is entered into as of __________, 20 ___ , by and between Vecima Networks Inc., a Canadian corporation (“ Buyer ”), and Concurrent Computer Corporation, a Delaware corporation (“ Seller ”).

RECITALS

Buyer and Seller have entered into an Asset Purchase Agreement dated as of October 13, 2017 (the “ Purchase Agreement ”) pursuant to which Buyer is purchasing substantially all of the assets of Seller used in the conduct of the Business (the “ Transaction ”).

Seller is engaged in, among other things, the business of developing, marketing and supporting software applications and solutions (including software, hardware and services) for video content delivery and storage technologies (the “ Business ”).

The Purchase Agreement requires that this Agreement be executed and delivered by Seller as a condition to the obligations of Buyer to close the Transaction.

NOW, THEREFORE, in consideration of the recitals and the covenants, representations, warranties, conditions and agreements hereinafter expressed, the parties hereto hereby agree as follows:

1.             Defined Terms . Unless otherwise defined herein, all capitalized terms used herein shall have the meanings attributed to them in the Purchase Agreement. In addition, all capitalized terms used in the provisions of the Purchase Agreement that are incorporated by reference herein shall have the meaning ascribed to such terms in the Purchase Agreement.

2.             Acknowledgements .

(a)        Seller recognizes that the covenants set forth in Section 3 of this Agreement are an essential part of the Transaction and that, but for the agreement of Seller to comply with such covenants, Buyer would not close the Transaction. Seller acknowledges and agrees that the covenants set forth in Section 3 of this Agreement are necessary to protect the legitimate business interests of Buyer acquired in the Transaction, including, without limitation, trade secrets and other confidential information of Seller and goodwill included in the Purchased Assets, and that irreparable harm and damage will be done to Buyer if Seller takes any action in any way prohibited by such covenants.

(b)        Seller acknowledges and agrees that the reputation and goodwill associated with the Purchased Assets are an integral part of the past and future success of the Business. Seller acknowledges and agrees further that the Intellectual Property acquired by Buyer pursuant to the Purchase Agreement is an integral part of the past and future success of the Business, including the growth and expansion of the Business using the Intellectual Property acquired pursuant to the Purchase Agreement, and that the consideration Buyer is paying pursuant to the Purchase Agreement is intended, among other things, to ensure that Buyer can use and exploit the reputation, goodwill, and Intellectual Property included in the Purchased Assets to the fullest extent possible throughout the world without the Seller undermining the value of that which Buyer is acquiring by (among other things) competing in violation of the terms of this Agreement. Seller acknowledges further that if Seller deprives Buyer of the goodwill included in the Purchased Assets or in any manner utilizes the reputation and goodwill of the Business in competition with Buyer or otherwise competes in violation of the terms of this Agreement, Buyer will be deprived of the benefits it is paying for pursuant to the Purchase Agreement. Seller acknowledges further that Buyer’s interest in acquiring the Purchased Assets arises materially from the anticipated incorporation of the Business into Buyer’s operations (including the operations of Buyer’s Affiliates), and that Seller has operated, and that Buyer and its Affiliates intend to continue to operate, the Business on a global scale. Given this express motivation of Buyer to enter into the Transaction, Seller acknowledges and agrees that Seller’s competition with the Business in the geographic areas that are covered by the Business following the incorporation of such Business into Buyer’s operations would be unfair and thus that Buyer reasonably needs protection against such unfair competition by Seller.

(c)        Seller hereby acknowledges the broad territorial scope of the covenant contained in this Agreement, but acknowledges and agrees that the restrictions are reasonable and enforceable in view of, among other things, (i) the narrow range of activities prohibited, (ii) the products related to the Business are being marketed worldwide, (iii) the Business competes with other businesses that are or could be located in any part of the world, (iv) the fact that a business which competes with Buyer’s operation of the Business could greatly benefit if it were to obtain the confidential information included in the Purchased Assets, (v) the sale to Buyer of the Purchased Assets, including Intellectual Property and goodwill, pursuant to the Purchase Agreement, (vi) the fact that Seller would have an unfair competitive advantage if Seller were allowed to engage in the competitive activities prohibited by this Agreement in light of the confidential, proprietary and trade secret information and/or goodwill that Seller had as of the Closing, (vii) the provisions of Section 3 of this Agreement are reasonable and necessary to protect and preserve Buyer’s interests in and right to use and operate the Purchased Assets and the Business from and after Closing, and (viii) Buyer would be irreparably damaged if Seller were to breach the covenants set forth in Section 3 of this Agreement.

3.             Non-Competition and Non-Solicitation . In consideration of the amounts payable to Seller pursuant to the Purchase Agreement and the consummation of the Transaction, Seller agrees that Seller shall not:

(a)        for a period of three (3) years after the Closing Date (the “ Restricted Period ”) and anywhere in the world, directly or indirectly through any entity other than Buyer or its Affiliates, as a principal, employee, partner, member, officer, director, agent or otherwise, compete, assist in or provide financial resources to any activity which competes with the Business as it was conducted by the Seller prior to the Closing; provided, however, that the foregoing shall not prohibit Seller from owning 5% or less of the outstanding equity or debt securities of a publicly traded entity;

(b)        use or disclose to anyone, except authorized personnel of Buyer or its Affiliates, any Confidential Information in or related to the Purchased Assets to the extent such Confidential Information was incorporated in or related to the Purchased Assets as of the Closing; and if Seller is or may be obligated to disclose any such Confidential Information pursuant to Applicable Law or legal process, then Seller shall provide Buyer with prompt written notice before any such disclosure sufficient to enable Buyer either to seek a protective order or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance with the provisions of this Section or both; provided that, nothing herein shall prevent Seller from using or disclosing information that is generally available to the public; or

(c)        directly or indirectly, during the Restricted Period, solicit or recruit any Continuing Employee or encourage a Continuing Employee to leave the Buyer’s employment, or solicit, recruit or hire any person who at the time of proposed hire by Seller had been an officer or employee of Buyer or any of its Affiliates subsequent to the Closing and within the previous twelve (12) months, or induce or attempt to induce, or assist anyone else to induce or attempt to induce, any customer of the Business to reduce or discontinue its business with Buyer or any of its Affiliates or disclose to anyone else the name and/or requirements of any such customer or provide goods or services to any such customer in competition with the goods or services of the Business.

4.             Remedies . If Seller breaches the covenants set forth in Section 3 of this Agreement, Buyer will be entitled to the following remedies:

(a)        such money damages, as may be established by competent proof, from Seller; and

(b)        injunctive or equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of Section 3 of this Agreement, it being agreed that money damages alone would be inadequate to compensate Buyer and would be an inadequate remedy for such breach.

5.             Waiver . The rights and remedies of the parties to this Agreement are cumulative and without prejudice to any other rights or remedies under Applicable Law. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by Applicable Law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party, (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given, and (c) no notice or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

6.             Notice . All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon being delivered by courier delivery to the party for which it is intended, upon transmission by facsimile provided there is electronic acknowledgement of receipt, or five (5) Business Days after having been deposited in the mail, certified or registered (with receipt requested) and postage prepaid, addressed at the address shown in this Section 6 for, or such other address as may be designed in writing hereafter by, such party:

Buyer:

Seller:

Either party may, by notice to the other party, change the address and/or contact person to which any such notices are given.

7.             Assignment; Binding Agreement . This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the parties hereto and their successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred, delegated or assigned by either party hereto without the prior written consent of the other party (which consent shall not be unreasonably withheld), except that Buyer shall have the right to transfer and assign its rights hereunder to any of its Affiliates without the need for such consent.

8.             Counterparts; Facsimile Signatures . This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be executed by electronic or facsimile signature(s).

9.             Headings; Interpretation . The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement. Each reference in this Agreement to a Section, unless otherwise indicated, shall mean a Section of this Agreement. Each party hereto has participated substantially in the negotiation and drafting of this Agreement and each party hereto agrees that any ambiguity herein should not be construed against the draftsman. Whenever required by the context, any gender shall include any other gender, the singular shall include the plural and the plural shall include the singular.

10.           Right to Recover Costs and Fees . Seller undertakes and agrees that if Seller breaches this Agreement, Seller shall be liable for all expenses, costs and fees (including attorneys’ fees) incurred by Buyer in enforcing its rights hereunder.

11.           Modification . This Agreement may not be amended, supplemented or otherwise modified except by a written agreement executed by authorized representatives of both of the parties hereto.

12.           Remedies Cumulative . Except as otherwise expressly provided herein, all rights and remedies of the parties under this Agreement are cumulative and without prejudice to any other rights or remedies under Applicable Law.

13.           Governing Law . This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of Delaware, without reference to its choice of law rules.

14.           Submission to Jurisdiction . Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the federal courts located in Delaware, or if such courts do not have jurisdiction, in any Delaware state court for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby, and each of the parties hereto agrees to commence any action, suit or proceeding relating hereto in the federal courts located in Delaware or, if such courts do not have jurisdiction, in any Delaware state court. Each of the parties hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth above shall be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted to jurisdiction pursuant to this Section 14 . Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the above noted jurisdictions, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or to raise any similar defense or objection. EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BETWEEN THE PARTIES HERETO, DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY DISPUTES RELATED HERETO. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO AGENT, REPRESENTATIVE OR ATTORNEY OF ANY OF THE OTHER PARTIES HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 14.

15.           Judicial Enforcement . If any territorial, time or activity limitation (or the lack thereof) is determined to be unreasonable by a court or other tribunal, the parties agree to the reduction of such territorial, time or activity limitations (including the imposition of such a limitation if it is missing) to such an area, period or scope of activity as said court or tribunal shall deem reasonable under the circumstances. Also, if Buyer seeks partial enforcement of Section 3 as to only a territory, time and scope of activity which is reasonable, then Buyer shall be entitled to such reasonable partial enforcement. If such reduction or (if Buyer seeks partial enforcement) such partial enforcement is not possible, then the unenforceable provision or portion thereof shall be severed as provided in Section 16.

16.           Severability . If any provision hereof shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision hereof, so long as the remaining provisions, taken together, are sufficient to carry out the overall intentions of the parties hereto as evidenced hereby.

17.           Entire Agreement . Seller acknowledges and agrees that Seller is not entering into this Agreement in reliance upon any term or condition not stated herein; that this Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and that this Agreement supersedes all prior and contemporaneous agreements and understandings, whether written or oral or express or implied, pertaining to Seller’s ability to compete with the Business; provided, however, nothing in this Agreement shall supersede the Purchase Agreement, or relieve any party hereto of its obligations under the Purchase Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF , the parties have each caused this Agreement to be executed as of the day, month and year first above written.

Exhibit C

Transition Services Agreement

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (this “Agreement”), effective as of ____________, 20 ____ (the “Effective Date”), is made and entered by and between Vecima Networks Inc., a corporation existing under the laws of Canada (the “Purchaser”), and Concurrent Computer Corporation, a Delaware corporation (the “Seller” and, together with the Purchaser, individually a “Party” and collectively the “Parties”).

RECITALS

WHEREAS, the Seller and the Purchaser entered into that certain Asset Purchase Agreement dated October 13, 2017 (the “Purchase Agreement”);

WHEREAS, in order to ensure an orderly transition of the Purchased Business to the Purchaser and the Seller’s reasonable access to such Continuing Employees as may be necessary for the Seller to complete its ongoing tax, accounting, and financial reporting obligations, the Parties desire to enter into this Agreement, pursuant to which each Party shall provide certain transition services (such Party, when providing such transition services, the “Providing Party”) to the other Party (such Party, when receiving such transition services, the “Receiving Party”), all as further set forth in this Agreement; and

WHEREAS, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the Parties hereby agree as follows:

[Signature page immediately follows]

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the Effective Date.