STOCK PURCHASE AGREEMENT
Stock Purchase Agreement dated as of February 26, 2012 (this "Agreement"), by
and among Motorola Solutions, Inc. (the "Acquiror"), Xxxx X. Icahn and each of
his affiliates listed on Schedule 1 attached hereto (collectively "Icahn"). The
parties hereby agree as follows:
1. Simultaneously with the execution and delivery of this Agreement, the
Acquiror irrevocably purchases from Icahn and Icahn irrevocably sells to the
Acquiror (subject to receipt of the payment provided herein) 23,739,362 common
shares, par value $0.01 per share ("Shares"), of the Acquiror free and clear of
all Encumbrances at $49.15 per Share in cash for aggregate cash consideration of
$1,166,789,642.30. Such Shares to be purchased from Icahn shall be allocated
amongst the individual Icahn sellers in accordance with Schedule 1. Icahn
reserves the right to specifically identify which shares of Acquiror common
stock shall constitute the Shares being sold to the Acquiror pursuant to this
Agreement. The Acquiror and Icahn shall cause such transaction to settle no
later than March 1, 2012 ("Settlement Date"). Icahn shall deliver such Shares
as directed by the Acquiror (via DTC book entry transfer, by delivering stock
certificates or through a combination of the foregoing) immediately following
confirmation of receipt of a wire transfer, to the accounts set forth on
Schedule 2, of the purchase price set forth above.
2. Each party shall execute such other documents and take such other actions
as are reasonably requested by another party hereto to carry out the provisions
hereof and the transactions contemplated hereby. Each party acknowledges that
the other parties are obligated to disclose and file a copy of this Agreement
pursuant to U.S. securities laws and agrees that nothing in this Agreement shall
restrict the parties' ability to make such disclosures or filings.
3. Each party has conducted its own investigation with respect to the
Shares, acknowledges that the other parties may be in possession of material,
nonpublic information regarding the Acquiror and agrees that no other party
shall have any obligation to disclose such information to such party.
4. Representations and Warranties of Icahn. Icahn hereby represents and
warrants to the Acquiror that:
(a) Icahn has the full right, power and authority to enter into and perform
their respective obligations under this Agreement. All action on the part of
Icahn necessary for the execution of this Agreement and the performance of
Icahn's obligations hereunder has been taken or will be taken prior to the
Settlement Date. This Agreement constitutes the valid and binding obligation of
Icahn, enforceable against Icahn in accordance with its terms.
(b) Icahn has good, valid and marketable title to all of the Shares, free
and clear of any and all Encumbrances. Icahn has the sole right to dispose or
direct the disposition of the Shares. "Encumbrance" shall mean any security
interest, claim, pledge, lien, charge, voting agreement, proxy, mortgage,
conditional sale agreement, title retention agreement, option, adverse claim of
ownership or use, any restriction on ownership, use, voting or transfer, or any
other encumbrance of any kind, character or description whatsoever.
(c) Icahn is not as of the date hereof, and will not become, a party to any
agreement, arrangement or understanding with any Person which could result in
the Acquiror having any obligation or liability for any brokerage fees,
commissions, underwriting discounts or other similar fees or expenses relating
to the transactions contemplated by this Agreement. "Person" shall mean any
individual, corporation, company, association, partnership, limited liability
company, joint venture, trust or unincorporated organization, or a government or
any agency or political subdivision thereof.
5. Representations and Warranties of the Acquiror. The Acquiror hereby
represents and warrants to Icahn that:
(a) The Acquiror has the full right, power and authority to enter into and
perform its obligations under this Agreement. All action on the part of the
Acquiror necessary for the execution of this Agreement and the performance of
its obligations hereunder has been taken or will be taken prior to the
Settlement Date. This Agreement constitutes the valid and binding obligation of
the Acquiror, enforceable against the Acquiror in accordance with its terms.
(b) The Acquiror is not as of the date hereof, and will not become, a party
to any agreement, arrangement or understanding with any Person which could
result in Icahn having any obligation or liability for any brokerage fees,
commissions, underwriting discounts or other similar fees or expenses relating
to the transactions contemplated by this Agreement.
6. The parties agree that as a condition to Acquiror's performance of its
obligations under this Agreement, effective as of the Settlement Date, Icahn
shall cause Xxxxxxx X. Xxxxxxxx, a director of Icahn Enterprises G.P. Inc. (the
general partner of Icahn Enterprises L.P) ("Xxxxxxxx"), to resign from the
Acquiror's board of directors.
7. The parties hereto shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement exclusively in the Court of Chancery or other
federal or state courts of the State of Delaware, in addition to any other
remedy to which they are entitled at law or in equity. Furthermore, each of the
parties hereto (a) consents to submit itself to the personal jurisdiction of the
Court of Chancery or other federal or state courts of the State of Delaware in
the event any dispute arises out of this Agreement or the transaction
contemplated by this Agreement, (b) agrees that it shall not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from any
such court, (c) agrees that it shall not bring any action relating to this
Agreement or the transactions contemplated by this Agreement in any court other
than the Court of Chancery or other federal or stat courts of the State of
Delaware, and each or the parties irrevocably waives the right to trial by jury,
(d) agrees to waive any bonding requirement under any applicable law, in the
case any other party seeks to enforce the terms by way of equitable relief, and
(e) irrevocably consents to service of process by a reputable overnight mail
delivery service, signature requested, to the address of such parties' principal
place of business or as otherwise provided by applicable law. This Agreement
shall be governed in all respects, including without limitation validity,
interpretation and effect, by the laws of the State of Delaware applicable to
contracts executed and to be performed wholly within such state without giving
effect to the choice of law principles of such state.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement
as of the date set forth above.
ICAHN:
/s/ Xxxx X. Icahn
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Xxxx X. Icahn, on behalf of himself
and each of the following entities:
High River Limited Partnership
Icahn Partners LP.
Icahn Partners Master Fund LP
Icahn Partners Master Fund II L.P.
Icahn Partners Master Fund III L.P.
ACQUIROR:
MOTOROLA SOLUTIONS, INC., a Delaware
corporation
By: /s/ Xxxxxx Xxxxxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
SCHEDULE 1
SELLING PARTY NUMBER OF SHARES CONSIDERATION
------------- ---------------- -------------
High River Limited Partnership 4,747,872 $233,357,908.80
Icahn Partners LP. 7,152,202 $351,530,728.30
Icahn Partners Master Fund LP 8,513,695 $418,448,109.25
Icahn Partners Master Fund II L.P. 2,184,392 $107,362,866.80
Icahn Partners Master Fund III L.P. 1,141,201 $56,090,029.15
SCHEDULE 2
WIRE TRANSFER INSTRUCTIONS
(SEE ATTACHED)
