NUVO Network Management Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Application by reporting issuer for an order that it is not a reporting issuer -- Requested relief granted.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

April 9, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, ONTARIO AND QUÉBEC

(the "Jurisdictions")

AND

IN THE MATTER OF THE

MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

NUVO NETWORK MANAGEMENT INC.

(the "Filer")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer is not a reporting issuer in each of the Jurisdictions in accordance with the Legislation (the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation subsisting under the Canada Business Corporations Act ("CBCA"). The Filer was formed on February 22, 2008 as a result of the amalgamation of a predecessor entity of the same name, NUVO Network Management Inc. ("Old Nuvo") and 4456700 Canada Inc., as further described herein.

2. The Filer's head office and principal place of business is located at 100-2650 Queensview Drive, Ottawa, Ontario K2B 8H6.

3. On December 10, 2007, Old Nuvo, Versata Enterprises, Inc. ("Versata") and 4456700 Canada Inc. ("Versata Acquisition Subsidiary"), a wholly-owned subsidiary of Versata, entered into an arrangement agreement pursuant to which, subject to certain conditions, Versata agreed to acquire, through Versata Acquisition Subsidiary, all of the outstanding common shares of Old Nuvo by way of a plan of arrangement pursuant to the CBCA (the "Arrangement").

4. The Arrangement was approved by the Old Nuvo's shareholders at Old Nuvo's special meeting on February 15, 2008 and subsequently made effective by order of the Ontario Superior Court of Justice on February 22, 2008.

5. Immediately following the effective time of the Arrangement on February 22, 2008, Old Nuvo and Versata Acquisition Subsidiary amalgamated pursuant to the provisions of the CBCA and continued as the Filer under Old Nuvo's name. The Filer is a wholly-owned subsidiary of Versata.

6. Prior to the Arrangement, Old Nuvo was a reporting issuer in the Jurisdictions and British Columbia. As a result of the amalgamation of Old Nuvo and Versata Acquisition Subsidiary immediately following the Arrangement, the Filer became a reporting issuer in each of the Jurisdictions and British Columbia.

7. The Filer is applying for a decision that the Filer is not a reporting issuer in each of the Jurisdictions. On February 29, 2008, the Filer filed a notice of voluntary surrender of reporting issuer status in British Columbia pursuant to British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status. As a consequence of filing this notice, the Filer ceased to be a reporting issuer in British Columbia on March 10, 2008.

8. The common shares of Old Nuvo were de-listed from the TSX Venture Exchange on February 22, 2008. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operations.

9. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada.

10. The Filer has no current intention to seek public financing by way of an offering of securities.

11. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer other than the requirement to file interim financial statements, related management discussion and analysis and officers' certificates for the period ended December 31, 2007.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.