FORM OF SPINCO CONTRIBUTION AGREEMENTForm of Spinco Contribution Agreement • November 12th, 2010 • Motorola Mobility Holdings, Inc • Radio & tv broadcasting & communications equipment
THIS SPINCO CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the Business Day immediately prior to the Distribution Date (such Business Day, the “Effective Date”), by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Motorola Mobility Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (formerly, Motorola SpinCo Holdings Corporation) (“SpinCo”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in Article 1 of that certain Amended and Restated Master Separation and Distribution Agreement effective as of July 31, 2010, as may be amended from time to time (the “Separation Agreement”), by and among Motorola, SpinCo and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”).
