AMENDED AND RESTATED MASTER AGREEMENT BY AND BETWEEN STMICROELECTRONICS N.V., INTEL CORPORATION, REDWOOD BLOCKER S.A.R.L., FRANCISCO PARTNERS II (CAYMAN) L.P., PK FLASH, LLC, AND FRANCISCO PARTNERS PARALLEL FUND II L.P. March 30, 2008Master Agreement • May 2nd, 2008 • Intel Corp • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED MASTER AGREEMENT, dated as of March 30, 2008 (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 Co.”), and Francisco Partners II (Cayman) L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“FP Holdco”), PK Flash, LLC, a limited liability company organized under the laws of Delaware (“FP LLC”) and Francisco Partners Parallel L.P., a Delaware limited partnership (“FP Parallel”, together with FP Co., FP Holdco and FP LLC, the “FP Parties” ). Intel, ST and the FP Parties are sometimes referred to herein as the “Parties” and each individually as a “Party.”
ASSET TRANSFER AGREEMENT By and Between NUMONYX HOLDINGS B.V., NUMONYX B.V., and INTEL CORPORATION Dated as of March 30, 2008Asset Transfer Agreement • May 2nd, 2008 • 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 March 30, 2008, is by and between Intel Corporation, a Delaware corporation (“Intel”), Numonyx Holdings B.V., a company with limited liability organized under the laws of The Netherlands (“Holdings”), and Numonyx B.V., a company with limited liability organized under the laws of The Netherlands and wholly owned subsidiary of Holdings (“Numonyx”). Intel, Holdings and Numonyx are sometimes referred to herein as the “Parties” and each individually as a “Party.”
