TPG on Holdings LLC Sample Contracts

EXHIBIT 11
Lock-Up Agreement • February 10th, 2004 • TPG on Holdings LLC • Semiconductors & related devices

Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 and Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629

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EXHIBIT 1
Joint Filing Agreement • February 10th, 2004 • TPG on Holdings LLC • Semiconductors & related devices
CONVERSION AND TERMINATION AGREEMENT
Conversion and Termination Agreement • November 15th, 2005 • TPG on Holdings LLC • Semiconductors & related devices • New York

THIS CONVERSION AND TERMINATION AGREEMENT (this “Agreement”) is made as of the 10th day of November, 2005, by and between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and TPG ON Holdings LLC, a Delaware limited liability company (“TPG” or the “Investor”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 28th, 2006 • TPG on Holdings LLC • Semiconductors & related devices • Delaware

This Stock Purchase Agreement (this “Agreement”), effective as of December 27, 2006, is by and between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and TPG SEMICONDUCTOR HOLDINGS LLC, a Delaware limited liability company, and TPG ON HOLDINGS LLC, a Delaware limited liability company (“TPG Sellers”).

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