TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 20th, 2018 • Elliott Associates, L.P. • Delaware
This TENDER AND SUPPORT AGREEMENT (this "Agreement"), dated as of February 20, 2018, is entered into by and among QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands ("Buyer"), and the undersigned shareholders of NXP SEMICONDUCTORS N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the "Company"), set forth on Schedule A hereto (each, a "Shareholder"). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement and the Purchase Agreement Amendment (each as defined below), in each case as of the date hereof.
