AGREEMENT RELATING TO TERMINATION OF MANAGEMENT FEE AGREEMENTTermination Agreement • June 3rd, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
THIS AGREEMENT is dated as of June 1, 2011 (this “Agreement”) and is between Freescale Semiconductor, Inc., a Delaware corporation (the “Company”) and Permira Advisers LLC (the “Advisor”).
AGREEMENT RELATING TO TERMINATION OF MANAGEMENT FEE AGREEMENTTermination of Management Fee Agreement • June 3rd, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
THIS AGREEMENT is dated as of June 1, 2011 (this “Agreement”) and is between Freescale Semiconductor, Inc., a Delaware corporation (the “Company”) and TPG GenPar V – AIV, L.P. (the “Advisor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among Freescale Holdings L.P. Freescale Semiconductor Holdings I, Ltd. and Certain Freescale Holdings L.P. Investors Dated as of June 1, 2011Registration Rights Agreement • June 3rd, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 1, 2011, is by and among Freescale Holdings L.P., a Cayman Islands exempted limited partnership (“Freescale Holdings”), Freescale Semiconductor Holdings I, Ltd., a Bermuda exempted limited liability company (the “Corporation”), and each of the parties listed on Annex A (as such Annex A is updated and amended pursuant to Section 12(d) hereof, and together with Freescale Holdings, the “Shareholders”). This Agreement shall become effective upon the Effective Time.
AMENDED AND RESTATED INVESTORS AGREEMENT by and among Freescale Holdings L.P. Freescale Semiconductor Holdings I, Ltd. Freescale Semiconductor Holdings II, Ltd. Freescale Semiconductor Holdings III, Ltd. Freescale Semiconductor Holdings IV, Ltd....Investors Agreement • June 3rd, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
This Amended and Restated Investors Agreement (the “Agreement”) is dated as of June 1, 2011, by and among the undersigned. This Agreement shall become effective upon the Effective Time.
SHAREHOLDERS’ AGREEMENT of FREESCALE SEMICONDUCTOR HOLDINGS I, LTD. Dated as of June 1, 2011Shareholders Agreement • June 3rd, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware
This SHAREHOLDERS’ AGREEMENT (the “Agreement”) is dated as of June 1, 2011, by and among Freescale Holdings L.P., an exempted limited partnership established under the laws of the Cayman Islands (the “Initial Shareholder”), Freescale Semiconductor Holdings I, Ltd., a Bermuda exempted limited liability company (the “Company”), each of the Blackstone Investors (as defined herein), each of the Carlyle Investors (as defined herein), each of the Permira Investors (as defined herein); and each of the TPG Investors (as defined herein). Each of the TPG Investors, the Blackstone Investors, the Carlyle Investors and the Permira Investors are collectively referred to herein as the “Sponsors”, and each of them is referred to as a “Sponsor”). The Sponsors, the Initial Shareholder and the Company are collectively referred to herein as the “Parties,” and each of them is referred to as a “Party.” This Agreement shall become effective upon the Effective Time.
