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 6th, 2007 • Intel Corp • 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.”
FORM OF ASSET TRANSFER AGREEMENT By and Between NEWCO, and INTEL CORPORATION Dated as of , 200Asset Transfer Agreement • August 6th, 2007 • Intel Corp • Semiconductors & related devices • New York
THIS INTEL ASSET TRANSFER AGREEMENT (the “Intel Asset Transfer Agreement” and, as referred to herein, this “Agreement”), dated as of ___, 200___, is by and between Intel Corporation, a Delaware corporation (“Intel”), and [NEWCO], a company with limited liability organized under the laws of The Netherlands (“Newco”). Intel and Newco are sometimes referred to herein as the “Parties” and each individually as a “Party.”
