MASTER AGREEMENT BY AND BETWEEN STMICROELECTRONICS N.V., INTEL CORPORATION, REDWOOD BLOCKER S.A.R.L., AND FRANCISCO PARTNERS II (CAYMAN) L.P. MAY 22, 2007Master Agreement • August 3rd, 2007 • Stmicroelectronics Nv • Semiconductors & related devices • New York
THIS MASTER AGREEMENT, dated as of May 22, 2007 (the “Master Agreement” and, as referred to herein, this “Agreement”), is entered into by and among Intel Corporation, a Delaware corporation (“Intel”), STMicroelectronics N.V., a limited liability company organized under the laws of The Netherlands, with its corporate seat in Amsterdam, The Netherlands (“ST”), Redwood Blocker S.a.r.l., a limited liability company organized under the laws of The Grand-Duchy of Luxembourg (“FP”), and Francisco Partners II (Cayman) L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“FP Holdco”). Intel, ST, FP and FP Holdco are sometimes referred to herein as the “Parties” and each individually as a “Party.”
ST ASSET CONTRIBUTION AGREEMENT 1Master Agreement • August 3rd, 2007 • Stmicroelectronics Nv • Semiconductors & related devices • New York
THIS ST ASSET CONTRIBUTION AGREEMENT (the “ST Asset Contribution Agreement” and, as referred to herein, this “Agreement”), dated as of , 200 , is by and between STMICROELECTRONICS N.V., a company with limited liability organized under the laws of The Netherlands, with its corporate seat in Amsterdam, The Netherlands (“ST”), and [NEWCO], a company with limited liability organized under the laws of The Netherlands (“Newco”). ST and Newco are sometimes referred to herein as the “Parties” and each individually as a “Party.”
