FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2004 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of , 2004, between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (the “Company”).
FORM OF EMPLOYEE MATTERS AGREEMENT (As Amended and Restated as of June 18, 2004)Employee Matters Agreement • June 21st, 2004 • Freescale Semiconductor Inc • Semiconductors & related devices
THIS Amended and Restated EMPLOYEE MATTERS AGREEMENT (the “Agreement”), is dated this 18th day of June, 2004 by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale” and together with Motorola, the “Parties” and individually, a “Party”).
FORM OF AMENDMENT No. 1 TO THE TAX SHARING AGREEMENT BETWEEN MOTOROLA, INC. AND FREESCALE SEMICONDUCTOR, INC.Sharing Agreement • June 21st, 2004 • Freescale Semiconductor Inc • Semiconductors & related devices
This AMENDMENT No. 1 TO THE TAX SHARING AGREEMENT (“Amendment No. 1”) is entered into as of , 2004 by and between Motorola, Inc., a Delaware corporation (“MINC”) and Freescale Semiconductor, Inc., a Delaware corporation and wholly owned subsidiary of MINC (“Freescale”) (MINC and Freescale are sometimes collectively referred to herein as the “Parties” and individually, a “Party”);
FREESCALE SEMICONDUCTOR, INC. and MELLON INVESTOR SERVICES LLC Form of Rights Agreement Dated as of , 2004Freescale Semiconductor Inc • June 21st, 2004 • Semiconductors & related devices • Delaware
Agreement, dated as of , 2004, between Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, as rights agent (the “Rights Agent”).
LOGO FOR FREESCALE]Freescale Semiconductor Inc • June 21st, 2004 • Semiconductors & related devices
Form of Underwriting AgreementFreescale Semiconductor Inc • June 21st, 2004 • Semiconductors & related devices • New York
Freescale Semiconductor, Inc. (the “Company”), a Delaware corporation and a wholly-owned subsidiary of Motorola, Inc. (“Motorola”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of ........ shares (the “Firm Shares”) and, at the election of the Underwriters, up to ........ additional shares (the “Optional Shares”) of Class A Common Stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Shares”).
