TAX SHARING AGREEMENT DATED AS OF JULY 31, 2010 BY AND AMONG MOTOROLA, INC., MOTOROLA SPINCO HOLDINGS CORPORATION AND MOTOROLA MOBILITY, INC.Tax Sharing Agreement • August 31st, 2010 • Motorola SpinCo Holdings Corp • Radio & tv broadcasting & communications equipment
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of July 31, 2010, by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola SpinCo Holdings Corporation, a Delaware corporation and a wholly owned subsidiary of Motorola (“SpinCo”), and Motorola Mobility, Inc., a Delaware corporation and a wholly owned subsidiary of Motorola (“Mobility”) (Motorola and SpinCo are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
AMENDED AND RESTATED MASTER SEPARATION AND DISTRIBUTION AGREEMENTMaster Separation and Distribution Agreement • August 31st, 2010 • Motorola SpinCo Holdings Corp • Radio & tv broadcasting & communications equipment
THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into effective as of July 31, 2010 (the “Effective Date”), by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola SpinCo Holdings Corporation, a Delaware corporation and wholly-owned subsidiary of Motorola (“SpinCo”), and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.
Motorola Letterhead >Motorola SpinCo Holdings Corp • August 31st, 2010 • Radio & tv broadcasting & communications equipment
On behalf of Motorola, Inc. (the “Company”), I am pleased to offer you the position of Executive Vice President, President, Mobility, reporting to the Chief Executive Officer, Mobile Devices and Home Business on the terms and conditions set forth in this letter agreement (the “Agreement”).
AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • August 31st, 2010 • Motorola SpinCo Holdings Corp • Radio & tv broadcasting & communications equipment • Delaware
THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “Agreement”), is made and entered into effective as of July 31, 2010 (the “Effective Date”), by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”). Motorola and Mobility are each referred to herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • August 31st, 2010 • Motorola SpinCo Holdings Corp • Radio & tv broadcasting & communications equipment
THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into effective as of July 31, 2010 (the “Effective Date”), by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in Article 1 of that certain Master Separation and Distribution Agreement effective as of July 31, 2010 (the “Separation Agreement”), by and among Motorola, Mobility and Motorola SpinCo Holdings Corporation, a Delaware corporation and wholly-owned subsidiary of Motorola (“SpinCo”).
