REGISTRATION RIGHTS AGREEMENT between ON SEMICONDUCTOR CORPORATION as Issuer, and CITIGROUP GLOBAL MARKETS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, Dated as of December 21, 2005Registration Rights Agreement • December 27th, 2005 • On Semiconductor Corp • Semiconductors & related devices • New York
REGISTRATION RIGHTS AGREEMENT dated as of December 21, 2005, between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchasers”), pursuant to the Purchase Agreement dated December 15, 2005 (the “Purchase Agreement”), among the Company, the guarantors listed therein (the “Guarantors”) and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide (including by causing the Guarantors to take such actions as may be required to provide) the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
