(b) Refunds. To the extent there are refunds relating to the Acquired Subsidiaries for either periods (or portions thereof) ending on or before the Closing Date or periods (or portions thereof) ending after the Closing Date, Purchaser is entitled to all such refunds in their entirety.

          (c) Indemnity Payments. Sellers and Purchaser agree to treat any indemnity payment made pursuant to Section 11.3(c) andSection 11.6 as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes.

          (d) Amended Returns. No Tax Return with respect to the Acquired Subsidiaries (i) for periods ending on or before the Closing Date or (ii) which begins before and ends after the Closing Date, shall be amended if it would result in an increase in the amount of Taxes for which Sellers are liable under this Agreement, without the prior written consent of Sellers.

ARTICLE XII

RETAINED SCO RIGHTS

     12.1. Retention of Rights by SCO Group. Notwithstanding anything in this Agreement to the contrary but subject to the provisions of this Article, the Parties agree that SCO Group shall retain (and, subject to Section 12.4, the Excluded Assets shall include): (a) all right, title and interest in and to the Pending SCO Litigation Claims, and (b) such right, title and interest in and to the Litigated Copyrights and the Litigated Contract Rights as are finally determined in the Novell Litigation to have been owned by SCO Group as the Closing Date (collectively, the "Retained SCO Rights"). SCO Group shall also be entitled to retain all proceeds, if any, of the Novell Litigation, the IBM Litigation, the AutoZone Litigation and the Red Hat Litigation and of any Actions against third parties described in Section 12.2(v) below, free of any claim of Purchaser thereto, whether awarded as damages, received in settlement of the Pending SCO Litigation Claims or claims described in Section 12.2(v) below, or otherwise. Pending transfer of the of the Retained SCO Rights to Purchaser as provided in Section 12.4, Sellers hereby grant to Purchaser a non-exclusive, worldwide, royalty-free, fully-paid, transferable license to use and exploit the Retained SCO Rights in the Purchaser Business, with the right to grant sublicenses for such purpose.

     12.2. Scope and Restrictions. Following the Closing, the Retained SCO Rights may be asserted by any Seller, or by any Affiliate, successor or assign of any Seller, only (i) against Novell in the Novell Litigation, (ii) against IBM in the IBM Litigation, (iii) against AutoZone in the AutoZone Litigation, (iv) against Red Hat in the Red Hat Litigation, and (v) against third parties on the grounds that the use, operation, distribution, license, or sale of the Linux operating system or of Linux-based products by such third parties infringes or violates any of the Retained SCO Rights. The pursuit and enforcement of the Retained SCO Rights may include the collection of damages, the grant of licenses, releases and covenants not to sue, assignments of claims or proceeds, pursuit of injunctive or other equitable relief, settlement or compromise of any claim, and similar actions, but solely to the extent necessary to resolve the claims asserted as permitted by the preceding sentence. For the avoidance of doubt, if an infringement or violation of the Retained SCO Rights is asserted against a third party based on such third party's use,

distribution, license, or sale of the Linux operating system or of Linux-based products, then a license to practice the Retained SCO Rights may be granted only for such third party's use, distribution, license, or sale of the Linux operating system or of Linux-based products.

     12.3. Releases and Covenant Not to Sue.

          (a) Notwithstanding the provisions of Sections 12.1 and 12.2, Sellers jointly and severally, for themselves, their Affiliates, and their respective predecessors, successors and assigns, past, present and future, and their respective shareholders, principals, owners, members, partners, investors, directors, officers, employees, agents, representatives, advisors and attorneys, and anyone claiming by, through or on behalf of them, and each of them (the "Seller Releasing Parties"), irrevocably discharge, release, and hold harmless Purchaser, its Affiliates and its Material Customers, and their respective predecessors, successors and assigns, past, present and future, and their respective shareholders, principals, owners, partners, direct and indirect investors, members, managers, directors, officers, employees, agents, representatives, resellers, distributors, advisors and attorneys, and each of them (the "Purchaser Released Parties") from and against any and all claims, contentions, counter-claims, allegations, liabilities, actions, causes of action, suits, or demands, as asserted, as could have been asserted, or as could be asserted at any time in the future, because of, in connection with or with respect to the Retained SCO Rights, now existing or hereafter arising, for license fees, damages, covenants not to sue, releases, and/or other settlements or means of resolution of any or all of the Retained SCO Rights, including claims based on infringement, misappropriation or breach of contract, and/or tort or similar claims asserted in any Action. The foregoing release, discharge and hold harmless (i) shall become effective as to any Material Customer at such time as such third party becomes a Material Customer as defined in this Agreement, whether before or after any claim has been asserted against such third party by any Seller Releasing Party, and (ii) shall remain effective with respect to a Material Customer only for such period of time as such third party remains a Material Customer as defined in this Agreement. The Parties agree that the Purchaser Released Parties will not include IBM, Novell, Red Hat, AutoZone or any third party known to Purchaser to be an Affiliate of IBM, Novell, Red Hat or AutoZone.

          (b) Each Seller expressly understands and acknowledges that principles of law such as Section 1542 of the Civil Code of the State of California ("Section 1542") provide that a general release does not extend to claims which a creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.1 Each Seller hereby agrees that the provisions of Section 1542 and any and all similar laws, rights, rules, or legal principles of any national, federal, state, provincial, local or other jurisdiction, domestic or foreign, which may be applicable hereto, are hereby knowingly and voluntarily waived and relinquished by each Seller, and each Seller hereby agrees and acknowledges that this is an essential term of this Agreement.

          (c) Each Seller acknowledges that it is aware that it may hereafter discover claims that were existing in the past or present, that may be unknown or unsuspected, or facts in addition to or different from those which it or he now knows or believes to be true with respect to the subject matter of this Agreement. Nevertheless, it is the intention of each Seller in executing this Agreement fully, finally and forever to settle and release all such matters, and all such claims relating thereto, which exist, hereafter may exist, or might have existed, whether or not previously or currently asserted in any action or proceeding.

          (d) Each Seller covenants that no Seller Releasing Party shall ever commence, continue, prosecute, or cause to be commenced, continued or prosecuted by it or on its behalf, any Action against any Purchaser Released Party based on a claim, demand, cause of action, damage, or liability which is the subject matter of this Article. Each Seller further covenants that no Seller Releasing Party further shall solicit any other party to bring any complaint, suit, or proceeding against any Purchaser Released Party based on any similar claim or proceeding on behalf of any other party or upon any other fact or assertion relating in any way, directly or indirectly, to the subject matter of this Article. Any breach of this covenant shall be a material breach of this Agreement entitling the Purchaser Released Parties to recover reasonable attorneys' fees and expenses and costs of court and any and all damages incurred in any attempt to enforce this covenant or to recover damages.

          (e) Each Seller expressly agrees that this Article will be, and may be raised as, a complete defense and bar to any action or proceeding encompassed by the releases contained herein.

          (f) It is understood and agreed that each Purchaser Released Party is intended to be a third-party beneficiary of the foregoing release, discharge, hold harmless and covenants, and is entitled to diligently enforce the same in its own name, notwithstanding any action or inaction by Purchaser or its Affiliates with regard to the enforcement thereof, and, as to any Material Customer, free from any claim, defense, setoff or other right of any Seller Releasing Party against Purchaser or its Affiliates. Purchaser and its Affiliates shall have the right to notify all other Purchaser Released Parties of the existence and terms of the foregoing release, discharge, hold harmless and covenants, and to grant such release, discharge, hold harmless and covenant not to sue to the other Purchaser Released Parties on behalf of the Seller Releasing Parties pursuant to the extent provided above.

     12.4. Transfer of Retained SCO Rights to Purchaser.

          (a) All right, title and interest of the Sellers and their Affiliates (including any rights as a licensee) in and to the Litigated Copyrights and the Litigated Contract Rights shall immediately and automatically become vested in, owned by, and assigned and transferred to Purchaser, without any further act or deed or consideration being required of Purchaser, upon the first to occur of any of the following:

               (i) A final, non-appealable determination is made in the Novell Litigation that none of the Litigated Copyrights are owned by SCO Group;

               (ii) Any Seller, or any Affiliate, successor or assign of any Seller, asserts or seeks to enforce the Retained SCO Rights other than as permitted in Section 12.2 and does not cease such assertion or enforcement efforts within 30 days after receiving written notice thereof from Purchaser;

               (iii) Any Seller, or any Affiliate, successor or assign of any Seller, attempts or purports to assign, transfer or otherwise convey the Retained SCO Rights to any third party, including any transfer by operation of law, other than as permitted in Section 12.2 or as required by law, without the prior written consent of Purchaser, which Purchaser may grant or withhold in its sole discretion;

               (iv) Prior to confirmation and substantial consummation of a plan of reorganization in the Chapter 11 Cases, the Bankruptcy Court enters an order in the Chapter 11 Cases converting either of the Chapter 11 Cases to a case under chapter 7 of title 11 of the United States Code, or (b) appointing a Chapter 11 trustee in the Chapter 11 Cases, or (c) appointing an examiner having enlarged powers beyond those set forth under Bankruptcy Code § l106(a)(3) in the Chapter 11 Cases;

               (v) Following the termination of the Chapter 11 Cases, any Seller shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of its or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the foregoing;

               (vi) Following the termination of the Chapter 11 Cases, an involuntary case or other proceeding shall be commenced against any Seller seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 45 days; or

               (vii) the tenth anniversary of the Closing Date.

          (b) If at any time Purchaser believes that Sellers are not making good faith, diligent efforts to pursue and enforce the Retained SCO Rights, then Purchaser may give written notice thereof to Sellers, and if Sellers fail to provide to Purchaser within 30 days thereafter reasonable evidence that Sellers are making such good faith, diligent efforts, then upon the expiration of such 30-day period all right, title and interest of the Sellers and their Affiliates in and to the Retained SCO Rights shall immediately and automatically become vested in, owned by, and assigned and transferred to Purchaser, without any further act or deed or consideration being required of Purchaser.

          (c) If at any time either Purchaser or Sellers believe that all damages and other recoveries or relief that could reasonably be expected to be obtainable with respect to the pursuit and enforcement of the Retained SCO Rights as permitted in Section 12.2 have been obtained, then such Party may request in writing that the Parties reasonably cooperate and determine whether such is the case and, if the Parties so agree, the Parties will mutually determine the manner of transferring the Retained SCO Rights to Purchaser.

          (d) Each Seller agrees to execute such further and additional documents, instruments, and writings, and to take such other actions, as may necessary or requested by Purchaser to cause the conveyance of the Retained SCO Rights to Purchaser as provided in paragraphs (a), (b) and (c) above to be fully effective, perfected and evidenced.

ARTICLE XIII

MISCELLANEOUS

     13.1. No Survival of Representations and Warranties. All of the representations and warranties of Sellers and Purchaser set forth in this Agreement or any other Seller Document or Purchaser Document, as the case may be, shall terminate at Closing and not survive the Closing.

     13.2. Expenses. Except as otherwise provided in this Agreement, each of Sellers, on the one hand, and Purchaser, on the other hand, shall bear its own fees and expenses. Notwithstanding the foregoing, in the event of any action or proceeding to interpret or enforce this Agreement, the prevailing party in such action or proceeding shall be entitled to have and recover from the non-prevailing party such costs and expenses (including, without limitation, all court costs and reasonable attorneys' fees) as the prevailing party may incur in the pursuit or defense thereof.

     13.3. Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules and Exhibits hereto) and the Confidentiality Agreement represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes any prior understanding or agreement, whether written or oral. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

     13.4. Parties in Interest. Nothing in this Agreement is intended to confer any rights or remedies (as a third party beneficiary or otherwise) under or by reason of this Agreement on any

Persons (including, without limitation, any employee or contractor of any Seller) other than Sellers and Purchaser and their respective successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligations or liability of any third Persons to Sellers or Purchaser. No provision of this Agreement shall give any third Persons any right of subrogation or action over or against Sellers or Purchaser.

     13.5. Governing Law; Consent to Service of Process; Waiver of Right to Trial by Jury. This Agreement, the Seller Documents and the Purchaser Documents shall be governed by and construed and enforced in accordance with the Bankruptcy Code and, to the extent not inconsistent with the Bankruptcy Code, the Laws of the State of Delaware applicable to agreements made and to be performed wholly within such state, without regard to principles of conflicts of laws which would result in the application of the substantive Law of any other jurisdiction. Purchaser and Sellers further agree that the Bankruptcy Court shall have exclusive jurisdiction over all disputes and other matters relating to (a) the interpretation and enforcement of this Agreement or any other Seller Document, Purchased Subsidiary Document or Purchaser Document; and/or (b) the Purchased Assets and/or the Assumed Liabilities, and the Parties expressly consent to and agree not to contest such exclusive jurisdiction; provided, however, that if the Bankruptcy Court refuses to accept jurisdiction over any such dispute, then any state or federal court located in the State of Delaware shall have jurisdiction over such dispute and Purchaser and Sellers hereby each consent to the jurisdiction of such court in any such case. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party hereby consents to process being served by any Party in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 13.6. Each Party waives any right to trial by jury in any action, matter or proceeding regarding or relating to this Agreement or any other Seller Document, Purchased Subsidiary Document or Purchaser Document.

     13.6. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) on the day when sent when sent by facsimile (with written confirmation of transmission) if so sent and confirmed prior to 5:00 p.m. local Wilmington, Delaware time on any Business Day or, if after 5:00 p.m., on the next Business Day, or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision):

If to Sellers, to:

The SCO Group, Inc.
355 South 520 West, Suite 250
Lindon, UT 84042
Attention: Mr. Jeffrey F. Hunsaker
Facsimile: 801-852-0404

With a copy to:

Berger Singerman, P.A.
350 East Las Olas Blvd.
Tenth Floor
Ft. Lauderdale, FL 33301
Attention: Arthur J. Spector, Esq.
Facsimile No.: 954-523-2872

If to Purchaser, to:

unXis, Inc.
c/o MerchantBridge & Co, Ltd.
Knowsley House, 173-176 Sloane Street
London SW1X 9QC, UK
Attention: Eric le Blan
Facsimile: 44 (2) 72010821

With a copy to:

Bryan Cave LLP
1290 Avenue of the Americas
New York, NY 10104
Attention: Alan S. Pearce, Esq.
Facsimile No.: 212-541-1411

     13.7. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms or 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. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, this Agreement shall be modified so as to effect the original economic position of the Parties as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

     13.8. Binding Effect; No Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, including any successor trustee or trustees appointed in the Debtors' Chapter 11 Cases. No assignment of this Agreement or of any rights or obligations hereunder may be made by either Party (by operation of law or otherwise) without the prior written consent of the other Party and any attempted assignment without the required consent shall be void.

     13.9. Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner or equity holder (other than Sellers) of any Seller shall have any Liability for any obligations or Liabilities of Sellers under this Agreement or the Seller Documents or for any claim or Action based on, in respect of, or by reason of, the transactions contemplated hereby and thereby except for any claim or Action against an individual based on the fraud of such individual in connection with the representations set forth in this Agreement or

any other Seller Document. No past, present or future director, officer, employee, incorporator, member, partner or equity holder of Purchaser shall have any Liability for any obligations or Liabilities of Purchaser under this Agreement or the Purchaser Documents or for any claim or Action based on, in respect of, or by reason of, the transactions contemplated hereby and thereby except for any claim or Action against an individual based on the fraud of such individual in connection with the representations set forth in this Agreement or any other Purchaser Document.

     13.10. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

     13.11. Post-Closing Cooperation. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each Seller (on its own behalf and on behalf of each Purchased Subsidiary), on the one hand, and Purchaser, on the other hand, will take such further action (including the execution and delivery of such further instruments and documents) as the other party may reasonably request, all at the sole cost and expense of the requesting party. Without limiting the foregoing, if required in order for Sellers to fully pursue any Action included in the Excluded Assets that relates to rights under Assumed Contracts, or if pursuit of that Action requires information pertaining to Assumed Contracts, Purchaser will take such actions as may be necessary and reasonably practicable in order to facilitate Sellers' dispute resolution strategy and the implementation thereof (including, as appropriate, limited assignments of Contract rights, third-party beneficiary status, and/or joining in Sellers' Actions as a nominal party for that sole purpose), and Purchaser will otherwise reasonably cooperate with Sellers to provide information or other assistance in support of Sellers' Actions; provided that Purchaser will not be required to incur expenses or liabilities, and Purchaser's compliance herewith will be reasonably tailored in order that Purchaser's obligations will not be unreasonably burdensome on employees or representatives of Purchaser and will not be in breach of Assumed Contracts as result of its compliance with this Section 13.11. In addition, without limiting the foregoing, if required in order for Purchaser to fully pursue any Action that relates to rights under any agreements or assets or rights held by Sellers, or if pursuit of an Action requires information pertaining to such agreements, assets or rights, Sellers will take such actions as may be necessary and reasonably practicable in order to facilitate Purchaser's dispute resolution strategy and the implementation thereof (including, as appropriate, limited assignments of contract rights, third-party beneficiary status, and/or joining in Purchaser's Actions as a nominal party for that sole purpose), and Sellers will otherwise reasonably cooperate with Purchaser to provide information or other assistance in support of Purchaser's Actions; provided that Sellers will not be required to incur expenses or liabilities, and Sellers' compliance herewith will be reasonably tailored in order that Sellers' obligations will not be unreasonably burdensome on employees or representatives of Sellers and will not be in breach of the applicable contracts, rights or agreements as result of its compliance with this Section.

     13.12. Limitation on Damages. No Party nor any of its respective Affiliates, officers, directors, employees, agents, representatives, successors and assigns shall be liable to any other Party or its respective Affiliates, officers, directors, employees, agents, representatives, successors and assigns, whether in contract, tort, negligence, indemnity, strict liability or

otherwise, for any punitive, special, indirect, incidental or consequential damages in connection with or arising out of or relating to the performance, non-performance or breach of this Agreement or any other Seller Document, Purchased Subsidiary Document or Purchaser Document or any obligations arising hereunder or thereunder.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.