ZEBRA TECHNOLOGIES CORP Form 8-K Current Report Filed 2014-04-16

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K Current report filing

Filing Date: 2014-04-16 | Period of Report: 2014-04-14 SEC Accession No. 0001193125-14-144985

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FILER ZEBRA TECHNOLOGIES CORP Mailing Address Business Address 475 HALF DAY ROAD 475 HALF DAY ROAD CIK:877212| IRS No.: 362675536 | Fiscal Year End: 1231 SUITE 500 SUITE 500 Type: 8-K | Act: 34 | File No.: 000-19406 | Film No.: 14766551 LINCOLNSHIRE IL 60069 LINCOLNSHIRE IL 60069 SIC: 3560 General industrial machinery & equipment 847-634-6700

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 14, 2014

ZEBRA TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter)

Delaware 000-19406 36-2675536 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.)

475 Half Day Road, Suite 500, Lincolnshire, Illinois 60069 (Address of Principal Executive Offices) (Zip Code)

Registrants telephone number, including area code: 847-634-6700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13c-4(c))

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 1.01 Entry into a Definitive Material Agreement. On April 14, 2014, Zebra Technologies Corporation, a Delaware corporation (Zebra), and Motorola Solutions, Inc., a Delaware corporation (Seller), entered into a Master Acquisition Agreement (the Master Acquisition Agreement), an Intellectual Property Agreement (the IP Agreement) and an Employee Matters Agreement (the Employee Matters Agreement and collectively, the Principal Agreements). The following description of the Principal Agreements does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Master Acquisition Agreement, which is attached hereto as Exhibit 2.1, the IP Agreement, which is attached hereto as Exhibit 10.1, and the Employee Matters Agreement, which is attached as Exhibit 10.2, each of which incorporated herein by reference.

Upon the terms and subject to the conditions set forth in the Principal Agreements, which have been approved by Zebras board of directors, Zebra has agreed to acquire (the Acquisition) Motorolas Enterprise business (the Enterprise Business). Certain assets of the Seller relating to the Enterprise Business will be excluded from the transaction and retained by the Seller, including the Sellers iDEN infrastructure business, and other assets and certain liabilities as specified in the definitive agreement.

The Acquisition is structured as a combination of stock and asset sales and a merger of certain U.S. entities. Upon the closing of the Acquisition, Zebra will pay to Seller $3.45 billion in cash, subject to a working capital adjustment. In addition, Zebra will assume certain liabilities related to the Enterprise Business under the terms of the Principal Agreements.

Completion of the Acquisition is subject to various conditions, including, among others, (i) no order or other legal restraint or prohibition being in effect that would prohibit or prevent the transactions from being consummated; (ii) no legal proceeding having been commenced by any governmental entity that seeks to prevent, prohibit or make illegal the transactions to be consummated; (iii) certain specified filings with governmental entities having been made; (iv) all consents and approvals of certain specified governmental entities having been obtained; and (v) the applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act having expired or otherwise having been terminated. Each partys obligation to consummate the Acquisition is also subject to certain additional conditions, including performance in all material respects by the other party of its obligations under the Principal Agreements.

The Master Acquisition Agreement contains representations, warranties and covenants of Seller and Zebra, including, among others, covenants (a) of Seller to conduct the Enterprise Business and hold for use the acquired assets in the ordinary course during the interim period between the execution of the Master Acquisition Agreement and completion of the Acquisition, (b) of Seller not to engage in certain transactions with respect to the Enterprise Business during the interim period except with the written consent of Zebra, (c) of the Seller not to, and not to permit its affiliates to, compete with the Enterprise Business (subject to certain exceptions) for a period of three years after the closing date, under the terms specified in the Master Acquisition Agreement and (d) of the parties to cooperate fully in taking all actions necessary, proper or advisable to consummate the transactions contemplated by the Master Acquisition Agreement.

The IP Agreement provides for the assignment of certain intellectual property assets used in or related to the Enterprise Business from Seller and certain of its affiliates to certain Zebra affiliates. Seller and Zebra (and certain of their respective affiliates) also grant to each other licenses to certain intellectual property assets under the IP Agreement. Moreover, the IP Agreement contains certain representations and warranties regarding intellectual property, including with respect to title of intellectual property assets, encumbrances, non-infringement, and material intellectual property contracts, among others.

The Employee Matters Agreement provides for certain future employment opportunities, including the provision of compensation and certain benefits for the U.S. and non-U.S. based employees of the Enterprise Business. The Employee Matters Agreement also provides for the allocation of certain employment and benefit plan liabilities related to the Enterprise Business and contains certain representations and warranties regarding employment and benefit plan matters.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Zebra intends to fund the Acquisition and the related fees, commissions and expenses with a combination of cash on hand and new financing. Concurrently with the signing of the Master Acquisition Agreement, Zebra entered into a financing commitment letter (the Commitment Letter) with Morgan Stanley Senior Funding, Inc. (the Lender) to fund up to $2.0 billion under a new senior secured term loan facility, up to $250 million under a new senior secured revolving credit facility, and up to $1.25 billion under a bridge facility (less the aggregate proceeds of new unsecured senior notes that would be issued in a Rule 144A offering) (together, the Financing). Zebra expects the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to consummate the Acquisition. The financing commitment of the Lender is subject to certain conditions set forth in the Commitment Letter. This summary of the terms of the Commitment Letter and the transactions contemplated thereby does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Commitment Letter, which is attached hereto as Exhibit 10.3 and incorporated herein by reference.

Zebra has agreed to use reasonable best efforts to obtain the Financing and Seller has agreed to reasonably cooperate in Zebras efforts to obtain the Financing. There is no financing condition to the Acquisition. However, in the event of a Financing Failure (as defined in the Master Acquisition Agreement) and subsequent termination of the Master Acquisition Agreement Seller may be entitled to a termination fee in the amount of $250 million as Sellers sole and exclusive remedy. In circumstances where the fee is not the sole and exclusive remedy, the Seller will have available to it all other remedies as permitted by the Master Acquisition Agreement.

The Master Acquisition Agreement contains certain termination rights for both Zebra and Seller, including if the initial closing of the Acquisition has not occurred by April 13, 2015.

The Principal Agreements and the Commitment Letter are included to provide security holders with information regarding their terms. They are not intended to provide any other factual information about Zebra, Seller or their respective subsidiaries and affiliates or the Enterprise Business. These agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to each such agreement and (a) are not intended to be treated as categorical statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (b) may have been qualified in the applicable agreement by confidential disclosure schedules that were delivered to the other party in connection with the signing of the agreements, which disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in such agreements, (c) may be subject to standards of materiality applicable to the parties that differ from what might be viewed as material to stockholders and (d) were made only as of the date of the agreement or such other date or dates as may be specified in the agreement. Accordingly, investors you should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Zebra, Seller, their respective subsidiaries and affiliates or the Enterprise Business.

Many of these risks, uncertainties and assumptions are beyond Zebras ability to control or predict. Because of these risks, uncertainties and assumptions, investors should not place undue reliance on these forward-looking statements. Furthermore, forward- looking statements speak only as of the date they are made, and Zebra undertakes no obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this communication. All subsequent written and oral forward-looking statements concerning Zebra and the proposed Acquisition are expressly qualified in their entirety by the cautionary statements above.

Additional Information And Where To Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Investors and stockholders will be able to obtain free copies of the other documents containing important information about Zebra, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Zebra makes available free of charge at www.zebra.com (in the Investor Relations section) copies of materials it files with, or furnishes to, the SEC.

Exhibit Number Description of Exhibit 2.1 Master Acquisition Agreement, dated as of April 14, 2014, by and among Zebra Technologies Corporation and Seller.* 10.1 Intellectual Property Agreement, dated as of April 14, 2014, by and among Zebra Technologies Corporation and Seller.* 10.2 Employee Matters Agreement, dated as of April 14, 2014, by and among Zebra Technologies Corporation and Seller.* 10.3 Commitment Letter, dated April 14, 2014, by and among Zebra Technologies Corporation and Morgan Stanley Senior Funding, Inc.

* This filing excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request by the Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ZEBRA TECHNOLOGIES CORPORATION

By: /s/ Jim Kaput Date: April 16, 2014 Name: Jim Kaput Title: SVP and General Counsel

Exhibit Number Description of Exhibit 2.1 Master Acquisition Agreement, dated as of April 14, 2014, by and among Zebra Technologies Corporation and Seller.* 10.1 Intellectual Property Agreement, dated as of April 14 , 2014, by and among Zebra Technologies Corporation and Seller.* 10.2 Employee Matters Agreement, dated as of April 14, 2014, by and among Zebra Technologies Corporation and Seller.* 10.3 Commitment Letter, dated April 14, 2014, by and among Zebra Technologies Corporation and Morgan Stanley Senior Funding, Inc.

* The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the U.S. Securities and Exchange Commission upon request.

EXECUTION VERSION

MASTER ACQUISITION AGREEMENT

DATED AS OF

APRIL 14, 2014

BY AND BETWEEN

MOTOROLA SOLUTIONS, INC.

AND

ZEBRA TECHNOLOGIES CORPORATION

PAGE ARTICLE 1 THE TRANSACTIONS 1 1.1 Purchase and Sale of Acquired Assets 1 1.2 Excluded Assets 3 1.3 Assumption of Liabilities 5 1.4 Excluded Liabilities 6 1.5 Certain Transfers of Acquired Assets; Assumption of Liabilities 7 1.6 STI Merger 8 ARTICLE 2 PURCHASE PRICE; CLOSING 9 2.1 Purchase Price 9 2.2 Closing 9 2.3 Closing Deliveries 11 2.4 Estimated Closing Working Capital; Estimated Cash on Hand 13 2.5 Post-Closing Adjustment 14 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLER 16 3.1 Corporate Organization 16 3.2 Capitalization; Ownership 16 3.3 Authorization 17 3.4 No Conflict 18 3.5 Financial Matters; Absence of Events; Absence of Undisclosed Liabilities 18 3.6 Tax Matters 19 3.7 Assets 21 3.8 Intellectual Property 22 3.9 Legal Compliance 22 3.10 Governmental Authorizations 22 3.11 Contracts 22 3.12 Legal Proceedings 24 3.13 Employees 25 3.14 Environmental Matters 25 3.15 Real Property 25 3.16 Customers and Suppliers 27 3.17 Brokers Fees 27 3.18 Product Warranties 27 3.19 Insurance 27 3.20 Books and Records 27 3.21 No Material Adverse Effect 28 3.22 Absence of Certain Business Practices 28 3.23 IT; Protection of IP; Data Security 28 3.24 Disclaimer of Other Representations and Warranties 29

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 30 4.1 Corporate Organization 30 4.2 Authorization 30 4.3 No Conflict 30 4.4 Legal Proceedings 31 4.5 Available Financing 31 4.6 Solvency 31 4.7 Brokers Fees 32 4.8 Disclaimer of Other Representations and Warranties 32 ARTICLE 5 PRE-CLOSING COVENANTS 32 5.1 Interim Operations 32 5.2 Access to Information 36 5.3 Intercompany Arrangements 36 5.4 Resignations 37 5.5 Confidentiality 37 5.6 Regulatory Filings; Consents 37 5.7 Satisfaction of Conditions Precedent 39 5.8 Financing 40 5.9 Bulk Transfer Laws 44 5.10 Insurance 44 5.11 Interim and Audited Financial Statements 45 5.12 Exclusivity 46 5.13 Certain Transaction Matters 46 5.14 Reynosa Manufacturing 46 ARTICLE 6 CONDITIONS PRECEDENT TO THE CLOSING 47 6.1 Conditions to Each Partys Obligations 47 6.2 Conditions to the Obligations of the Seller 48 6.3 Conditions to the Obligations of the Purchaser 49 6.4 Frustration of Closing Conditions 50 ARTICLE 7 TERMINATION OF AGREEMENT 50 7.1 Termination 50 7.2 Effect of Termination 51 7.3 Nonexclusivity of Termination Rights 51 7.4 Financing Failure 52 ARTICLE 8 INDEMNIFICATION 52 8.1 Indemnification by the Seller 52 8.2 Indemnification by the Purchaser 53 8.3 Claim Procedure 53 8.4 Survival of Representations, Warranties and Covenants 56 8.5 Limitations 57 8.6 Exclusive Remedy 58 8.7 Exercise of Remedies by Persons Other than the Parties 59 8.8 Releases 59

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ARTICLE 9 TAX MATTERS 60 9.1 Liability and Indemnification for Taxes 60 9.2 Allocation of Purchase Price 62 9.3 Tax Refunds and Tax Benefits 63 9.4 Cooperation 64 9.5 Tax Returns of the Acquired Companies 64 9.6 Activities After the Initial Closing 65 9.7 338 Elections 66 9.8 Dual Consolidated Losses 66 9.9 Tax Sharing Agreements 67 9.10 Tax Savings 67 9.11 NOLs and Tax Attributes 68 9.12 Sellers Election 68 9.13 Tax Withholding 68 ARTICLE 10 OTHER AGREEMENTS 68 10.1 Further Assurances 68 10.2 Wrong Pocket 69 10.3 Cooperation; Records and Documents 69 10.4 Indemnification 70 10.5 Confidential Information 71 10.6 Assignment of Contracts and Permits 72 10.7 Shared Contracts 73 10.8 Transfer of Acquired Assets; Risk of Loss 74 10.9 Certain Real Property Matters 75 10.10 Closing of Books 76 10.11 Non-Competition 76 10.12 Reimbursement of Certain Financing Costs 77 ARTICLE 11 MISCELLANEOUS 77 11.1 Governing Law; Forum 77 11.2 Binding Effect, Assignment and Beneficiaries 79 11.3 Severability 80 11.4 Entire Agreement; Conflicting Provisions 80 11.5 Counterparts 80 11.6 Expenses 81 11.7 Amendment 81 11.8 Waiver 81 11.9 Notices 81 11.10 Construction of Agreement 82 11.11 No Joint Venture 83 11.12 Disclosure Schedules 83 11.13 Remedies Cumulative; Specific Performance 83 11.14 Contract Under Seal 84

MASTER ACQUISITION AGREEMENT

iii

THIS MASTER ACQUISITION AGREEMENT (this Agreement) is entered into as of April 14, 2014, by and between Motorola Solutions, Inc., a Delaware corporation (the Seller), and Zebra Technologies Corporation, a Delaware corporation (the Purchaser). Certain other capitalized terms used in this Agreement are defined in the appended Exhibit A.

RECITALS

WHEREAS, the Seller, directly and through certain of its Affiliates, is engaged in the Business; and

WHEREAS, the Seller desires to sell and transfer to the Purchaser, and the Purchaser desires to acquire from the Seller, the Business, and in furtherance thereof, at each applicable Closing, the Seller will sell and assign, and will cause the other members of the Seller Group to sell and assign, to the Purchaser Group, and the Purchaser will purchase and assume, and will cause the other members of the Purchaser Group to purchase and assume, from the Seller Group, certain of the assets and liabilities of the Business, including all of the capital stock of the Acquired Companies, all on the terms and conditions hereinafter set forth.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing recitals, the mutual representations, warranties, covenants and agreements set forth in this Agreement and the other Transaction Agreements, and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties, intending to be legally bound, agree as follows:

ARTICLE 1 THE TRANSACTIONS

1.1 Purchase and Sale of Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the applicable Closing, the Seller agrees to (and, where applicable, to cause the other members of the Seller Group to) sell, convey, assign, transfer and deliver to the Purchaser Group, and the Purchaser agrees to (and, where applicable, to cause the other members of the Purchaser Group to) purchase, acquire and accept from the Seller Group (i) the Acquired Company Shares, free and clear of all Encumbrances other than Permitted Encumbrances and (ii) all of the following Assets owned, licensed or leased by the Seller or its Affiliates (other than the Acquired Companies) (except for the Excluded Assets) (the Separately Owned Acquired Assets) wherever located and by whomever possessed free and clear of all Encumbrances other than Permitted Encumbrances:

(a) Real Property Leases. The real property leases or subleases listed on Schedule 1.1(a) (the Assumed Real Property Leases);

(b) Acquired Tangible Personal Property. All tangible personal property of the Seller Group used or held for use primarily in, or relating primarily to, the operation or conduct of the Business, and interests therein, including the following tangible personal property and interests therein: (i) all machinery, manufacturing equipment, laboratory and test equipment and

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document apparatus, tools, dies, vehicles, and spare and replacement parts used or held for use primarily in, or relating primarily to, the operation or conduct of the Business, and (ii) all office equipment, personal computers (subject to Section 1.2(q)), communications equipment, furniture and furnishings used or held for use primarily in, or relating primarily to, the operation or conduct of the Business (in each case, including rights, if any, in any of the foregoing that have been purchased subject to any conditional sales or title retention agreement in favor of any other Person) (collectively, the Acquired Tangible Personal Property);

(c) Contracts. Subject to Section 10.6, all rights under (i) all Contracts (excluding Assumed Real Property Leases) used or held for use exclusively in, or relating exclusively to, the operation or conduct of the Business, whether existing as of the date hereof or entered into prior to the applicable Closing Date in accordance with Section 5.1(a) hereof, (ii) all Seller Financing Contracts, (iii) all customer Contracts primarily related to the Business that constitute Non-Assignable Shared Contracts, and (iv) all other Contracts listed on Schedule 1.1(c) (as such schedule may be supplemented prior to each applicable Closing Date by mutual agreement of the parties) or in any Transfer Document (by mutual agreement of the parties) (collectively, the Assumed Contracts);

(d) Claims. To the extent transferable, all rights, claims, credits, causes of action or rights of set-off against Third Parties to the extent relating to or arising from the Separately Owned Acquired Assets or the Assumed Liabilities, including unliquidated rights under manufacturers and vendors warranties;

(e) Inventory. All inventory used or held for use primarily in the Business including all raw materials, work-in-process and finished goods (including in transit, on consignment or in the possession of any third Person) (Inventory);

(f) Intellectual Property. The Intellectual Property rights to be transferred to the Purchaser pursuant to the IP Agreement;

(g) Permits. Subject to Section 10.6 hereof, all transferable Governmental Authorizations that are (i) used or held for use exclusively in, or relate exclusively to, the operation or conduct of the Business or the operation of the real property subject to an Assumed Real Property Lease, (ii) otherwise listed on Schedule 1.1(g), or (iii) required for the use or occupancy of any parcel of real property that is the subject of an Assumed Real Property Lease (collectively, the Assigned Permits);

(h) Business Records. To the extent transferable without violating any applicable Law or Order, all books, records, files and papers, whether in hard copy or computer format, in the possession of the Seller Group, to the extent used in the Business or otherwise relating to the Acquired Assets or Assumed Liabilities, including all manuals, data, sales and advertising materials, customer and supplier lists and reports, sales, distribution and purchase correspondence, and all original and duplicate copies of the foregoing (the Business Records);

(i) Trade Receivables. All of the accounts and notes receivable and unbilled revenues to the extent relating to or arising from the sale of goods or materials and the rendering of services in connection with the operation of the Business (the Accounts Receivable), together with all unpaid interest accrued thereon, if any. For the avoidance of doubt, Accounts Receivable excludes any receivables factored prior to the date of this Agreement;

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (j) Financing Notes; Receivables. All of the promissory notes issued to the Seller or an Affiliate of the Seller, or receivables or leasing arrangements otherwise held by the Seller or an Affiliate of the Seller, related to financing provided by the Seller or an Affiliate of the Seller for the benefit of customers of the Business (the Seller Financing Receivables);

(k) Prepaid Charges. All deferred and prepaid charges, recoverable deposits, advances, expenses, sums and fees solely to the extent related to the Business or the Assumed Liabilities arising from payments made prior to the applicable Closing Date for goods or services where such goods or services have not been received as of the applicable Closing Date;

(l) Bank Accounts. Subject to the last sentence of Section 10.2, those bank accounts and lockboxes set forth on Schedule 1.1(l) (the Transferred Accounts) and Cash, if any, held therein as of the Initial Closing Date (the Transferred Cash);

(m) Goodwill. All goodwill relating to the Business or the Acquired Assets;

(n) Other Equity Interests. All of the equity interests owned in each other Business Entity listed on Schedule 1.1(n), subject to the rights of Third Parties pursuant to the organizational or operating documents of such entities; and

(o) Balance Sheet Assets. To the extent not the type of asset otherwise specifically addressed in subsections (a) through (n) above, (i) all assets included in the Final Closing Working Capital, and (ii) all other assets that are primarily related to the Business of the type or nature reflected on the Most Recent Balance Sheet.

For the avoidance of doubt, the Purchaser Group will acquire all Acquired Company Assets by virtue of the acquisition of the Acquired Company Shares or pursuant to the Merger described in Section 1.6 hereof, except as set forth on Schedule 5.1 which sets forth assets to be transferred out of an Acquired Company prior to the Initial Closing Date, none of which is primarily related to the Business.

1.2 Excluded Assets. The Purchaser expressly understands and agrees that all other assets and properties of the Seller and its Affiliates (i) that are owned by the Acquired Companies and are listed on Schedule 5.1 and (ii) that are not Separately Owned Acquired Assets will be excluded from the Acquired Assets and the Contemplated Transactions and will be retained by the Seller Group (collectively, the Excluded Assets). For the avoidance of doubt, the following are Excluded Assets:

(a) Intellectual Property. All Intellectual Property rights other than the rights to be transferred or licensed to the Purchaser Group pursuant to the IP Agreement;

(b) Corporate Services. Except as otherwise provided herein or in any Transaction Agreement, all rights to receive administrative and corporate (overhead, shared and other) services and benefits of any kind provided to the Business by the Seller Group, either directly or indirectly through Third Party service providers, prior to the applicable Closing Date,

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document or in any Transaction Agreement, including (i) computer and information processing services, (ii) finance, accounting and payroll services, (iii) facilities management services (including environmental, health and safety), (iv) treasury services (including banking, insurance, administration, taxation and internal audit), (v) general and administrative services, (vi) executive and management services, (vii) legal services, (viii) human resources services, (ix) risk management services, (x) group purchasing services, (xi) corporate marketing, strategy and development services, (xii) corporate travel and aircraft services, and (xiii) investor relations services;

(d) Tax Refunds. All claims, rights and interests of the Seller and the Sellers Affiliates in and to any Tax refunds, credits or similar benefits attributable to any Excluded Taxes or Tax payments made for Pre-Closing Periods;

(e) Contracts. All Contracts (and rights thereunder) that are not an Assumed Contract or an Assumed Real Property Lease;

(f) Insurance. All rights of the Seller Group to any and all insurance policies, binders and claims and rights thereunder and proceeds thereof;

(g) Corporate Documents. The corporate charter, seal, minute books, stock record books, and other similar documents relating to the organization, maintenance and existence of the Seller or any other member of the Seller Group;

(h) Records and Documents. All rights of the Seller Group to all records and documents other than the Business Records;

(i) Affiliate Transactions. Any agreements, transactions, accounts, contracts, commitments or arrangements with other groups, sectors or Affiliates of the Seller (other than solely as between the Acquired Companies);

(j) Employee Benefits. All Employee Benefit Plans (and all assets of such Employee Benefit Plans);

(k) Company Name. Any trade name, trademark, service mark or logo using or incorporating the name or the term Motorola or any derivations thereof, and all goodwill associated with the corporate name of the Seller or any other member of the Seller Group or the term Motorola;

(l) Other Rights. All assets and other rights relating to the Business sold or otherwise transferred or disposed of during the period from the date hereof through and including the applicable Closing Date, in any event in accordance with the provisions hereof, and all rights arising under or relating to any Excluded Liability;

(m) Claims. Any rights, claims, credits, causes of action or rights of set-off of the Seller and the Sellers Affiliates (other than the Acquired Companies) against Third Parties to the extent relating to or arising in connection with the Excluded Assets or the Excluded Liabilities;

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (n) Security Deposits. Except to the extent reimbursed by the Purchaser pursuant to Section 10.9(a), all cash security deposits held by a landlord with respect to an Assumed Real Property Lease;

(o) Transaction Agreements and Records. All rights under this Agreement and any other Transaction Agreement, and any records prepared in connection with the transfer of the Acquired Assets, including analyses relating to the Business and the Acquired Assets prepared in connection with the transfer of the Acquired Assets;

(p) Business Entities. Other than the Acquired Company Shares and other than as set forth in Section 1.1(n) hereof, all ownership interests in any Business Entity; and

(q) Personal Computers. Any personal computers used or held for use by any employee of any Seller Group member that is not a Transferred Employee.

1.3 Assumption of Liabilities. Subject to the conditions set forth in this Agreement, in addition to the Purchase Price and as additional consideration for the Acquired Assets, at the applicable Closing, the Purchaser shall assume (or cause another member of the Purchaser Group to assume), and agrees to pay, perform and discharge (or cause another member of the Purchaser Group to pay, perform and discharge) when due, the following Liabilities of the Seller and its Affiliates (other than the Acquired Companies) accruing, arising or relating to any period on, prior to or after the applicable Closing Date, or payable by reason of any act, event or omission occurring on, prior to or after the applicable Closing, in each case, other than the Excluded Liabilities (collectively, the Assumed Liabilities):

(a) Employee Liabilities. All Liabilities assumed by the Purchaser Group pursuant to the Employee Matters Agreement, including the Assumed Employment Liabilities (as defined therein).

(b) Accounts Payable. All accounts payable and accrued payment obligations to the extent relating to or arising from the purchase of goods or materials or services in connection with the operation of the Business, whether arising on, prior to or after the applicable Closing Date (the Accounts Payable);

(c) Contracts. All Liabilities arising on, prior to or after the applicable Closing Date under the Assumed Contracts and the Assumed Real Property Leases;

(d) Warranty Claims. Any and all claims and Legal Proceedings to the extent relating to warranty obligations or services or claims of manufacturing or design defects with respect to any product or service sold or provided by the Business whether on, prior to or after the applicable Closing Date, whether or not such claims or proceedings were accrued, liquidated, contingent, or known or unknown to the Seller Group on, prior to or after the applicable Closing Date;

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) Taxes. All Liabilities for Taxes to the extent relating to the Business or the Acquired Assets that are not Excluded Taxes;

(f) Litigation. All Liabilities in respect of any Legal Proceeding against any member of the Seller Group primarily related to or arising out of the operation of the Business or the ownership and operation of the Acquired Assets, or any Assumed Contract or any Assumed Real Property Lease (including in connection with any indemnification, warranty or other obligation thereunder), whether arising on, prior to or after the applicable Closing Date;

(g) Environmental Liabilities. All Liabilities arising under any Environmental Law with respect to the Assumed Real Property Leases and any Acquired Tangible Personal Property, in each case whether or not first arising or caused on, prior to or after the applicable Closing or otherwise related to the operation of the Business or any Acquired Asset on, prior to or after the applicable Closing;

(h) Balance Sheet Liabilities. To the extent not the type of Liability otherwise specifically addressed in subsections (a) through (g) above, (i) all Liabilities, accruals and reserves included in the Final Closing Working Capital, and (ii) other than those set forth on Schedule 1.3(h), all other Liabilities that are primarily related to the Business of the type or nature reflected on the Most Recent Balance Sheet; and

(i) Other Liabilities. To the extent not the type of Liability otherwise specifically addressed in subsections (a) through (h) above, all other Liabilities primarily relating to, primarily arising from or primarily incurred in connection with the operation of the Business or the ownership and operation of the Acquired Assets.

For the avoidance of doubt, the Purchaser Group will assume all Liabilities of the Acquired Companies (the Acquired Company Liabilities) by virtue of its acquisition of the Acquired Company Shares.

1.4 Excluded Liabilities. The Purchaser Group is assuming only the Assumed Liabilities and is not assuming any other Liability, including the following Liabilities (the Excluded Liabilities):

(a) Excluded Taxes. All Liabilities for Excluded Taxes;

(b) Indebtedness. Any Liabilities in respect of indebtedness for borrowed money;

(d) Excluded Services. Except for Assumed Liabilities, any Liabilities arising out of or related to the Excluded Services;

(e) Employees. All Liabilities not expressly assumed by the Purchaser Group pursuant to the Employee Matters Agreement with respect to the subject matters covered thereby, including the Excluded Employment Liabilities (as such term is defined in the Employee Matters Agreement); and

(f) Acquired Company Liabilities. Any Liabilities of any Acquired Company to the extent not related to or arising out of the conduct of the Business prior to the Initial Closing.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.5 Certain Transfers of Acquired Assets; Assumption of Liabilities. The Acquired Company Shares and the other Acquired Assets will be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities will be assumed, in accordance with the local country transactions as set forth in Schedule 1.5, and pursuant to transfer and assumption agreements and such other instruments and agreements in such form as may be necessary or appropriate to effect a conveyance of the Acquired Assets, and an assumption of the Assumed Liabilities, in the jurisdictions in which such transfers are to be made. Such transfer and assumption agreements and such other instruments and agreements will be prepared by the Seller in a form reasonably acceptable to the Purchaser and will include the following:

(a) stock powers in substantially the form appended hereto as Exhibit E (collectively, the Stock Powers) and, to the extent they exist to the Knowledge of the Seller, original certificates representing the Acquired Company Shares;

(b) a bill of sale in substantially the form appended hereto as Exhibit F-1 (the Bill of Sale);

(c) a general assignment and assumption of Liabilities in substantially the form appended hereto as Exhibit F-2 (the Assignment and Assumption Agreement);

(d) local asset transfer agreements for each jurisdiction other than the United States of America in which Acquired Assets or Assumed Liabilities are located in substantially the form appended hereto as Exhibit G (collectively, the Local Asset Transfer Agreements), with only such deviations therefrom as are required by applicable local law;

(e) assignments for all Assumed Real Property Leases duly executed and acknowledged by the applicable member of the Seller Group, each substantially in the form attached hereto as Exhibit J; and

(f) such other instruments and agreements as may be required to effect the purchase and assignment and assumption of the Acquired Company Shares, the other Acquired Assets and the Assumed Liabilities, including, where necessary, separate agreements to effect the transfer of any Intellectual Property that constitutes an Acquired Asset

(collectively, clauses (a)(f), the Transfer Documents), and will be executed no later than at or as of the Initial Closing or applicable Additional Closing by the Seller and/or another member of the Seller Group, as appropriate, and the Purchaser and/or another member of the Purchaser Group, as appropriate. The provisions of this Section 1.5 notwithstanding, all of the shares of capital stock of STI will be acquired by the Purchaser pursuant to the Merger described in Section 1.6 below.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.6 STI Merger. On the Initial Closing Date and subject to the terms and conditions of this Agreement, Merger Sub will merge with and into STI (the Merger) at the Effective Time. STI shall be the corporation surviving the Merger (the Surviving Corporation).

(a) At the Initial Closing, (i) the Seller will deliver to the Purchaser the various certificates, instruments, and documents referred to in Section 1.6(h) below, (ii) the Purchaser will deliver to the Seller the various certificates, instruments, and documents referred to in Section 1.6(h) below, and (iii) STI and Merger Sub will file with the Secretary of State of the State of Delaware a Certificate of Merger in the form attached hereto as Exhibit K (the Certificate of Merger).

(b) The Merger shall become effective at the time (the Effective Time) STI and Merger Sub file the Certificate of Merger with the Secretary of State of the State of Delaware. The Merger shall have the effect set forth in the Delaware General Corporation Law. The Surviving Corporation may, at any time after the Effective Time, take any action (including executing and delivering any document) in the name and on behalf of either STI or Merger Sub in order to carry out and effectuate the Contemplated Transactions.

(c) The certificate of incorporation of the Surviving Corporation shall be amended and restated at and as of the Effective Time to read as did the certificate of incorporation of Merger Sub immediately prior to the Effective Time (except that the name of the Surviving Corporation will remain unchanged).

(d) The bylaws of the Surviving Corporation shall be amended and restated at and as of the Effective Time to read as did the bylaws of Merger Sub immediately prior to the Effective Time (except that the name of the Surviving Corporation will remain unchanged).

(e) The directors and officers of Merger Sub shall become the directors and officers of the Surviving Corporation at and as of the Effective Time (retaining their respective positions and terms of office).

(f) Each STI Share shall be converted into the right to receive an amount (the Merger Consideration) equal to the Merger Payment divided by the total number of STI Shares outstanding at the Effective Time (without interest). No STI Share shall be deemed to be outstanding or to have any rights other than those set forth in this Section 1.6(f) after the Effective Time.

(g) Each share of Merger Subs common stock, $0.01 par value per share, shall be converted into one share of the Surviving Corporations common stock, $0.01 par value per share.

(h) On the Initial Closing Date, the Seller shall cause STI and the Purchaser shall cause Merger Sub to deliver an agreement and plan of merger (collectively with the Certificate of Merger, the Merger Documents) executed no later than at or as of the Initial Closing by the Seller and/or another member of the Seller Group, as appropriate, and the Purchaser and/or another member of the Purchaser Group, as appropriate.

MASTER ACQUISITION AGREEMENT

2.1 Purchase Price.

(a) The aggregate purchase price for the Acquired Assets to be paid to the Seller hereunder shall be an amount equal to (i) Three Billion Four Hundred Fifty Million Dollars ($3,450,000,000), plus (ii) an amount equal to the Final Closing Cash, plus or minus, as applicable, (iii) the Final Closing Working Capital Surplus or the Final Closing Working Capital Deficiency, if any (the Purchase Price). The portion of the Purchase Price to be paid at the Initial Closing shall be calculated as follows: (A) Three Billion Four Hundred Fifty Million Dollars ($3,450,000,000), plus (B) an amount equal to the Estimated Closing Cash, plus or minus, as applicable, (C) the Estimated Closing Working Capital Surplus or the Estimated Closing Working Capital Deficiency, if any, payable in cash (the Closing Purchase Price Payment).

(b) At the Initial Closing, the Purchaser will pay the Closing Purchase Price Payment to the Seller by wire transfer of immediately available funds in Dollars to an account or accounts designated in writing by the Seller at least two (2) Business Days prior to the Initial Closing. The Purchase Price will be allocated among the Acquired Assets as of the Initial Closing in accordance with Section 9.2. The Purchaser or another member of the Purchaser Group will assume the Assumed Liabilities in accordance with the terms and conditions of this Agreement.

(c) To the extent that any member of the Purchaser Group is required under applicable Law to make local payment for Acquired Assets in any particular jurisdiction directly to a member of the Seller Group, such payment will be made in Dollars, if permissible under applicable Law, and the Seller will reimburse to the Purchaser (i) each such amount in Dollars or (ii) if such local payment is made in a currency other than Dollars, the Dollar equivalent based on the closing mid-point rates as published at http://www.FT.com/marketsdata (in the Data Archives section) (the Reference Rate) as of the date the local payment is made, within two (2) Business Days of such local payment being made by such local Purchaser Group member to such local Seller Group member. To the extent that any member of the Seller Group is required under applicable Law to make local payment in any particular jurisdiction directly to a member of the Purchaser Group as a result of the Assumed Liabilities exceeding the Acquired Assets in such jurisdiction, such payment will be made in Dollars, if permissible under local Law, and the Purchaser will reimburse to the Seller (x) each such amount in Dollars or (y) if such local payment is made in a currency other than Dollars, the Dollar equivalent based on the Reference Rate as of the date the local payment is made, within two (2) Business Days of such local payment being made by such local Seller Group member to such local Purchaser Group member.

2.2 Closing.

(a) The parties agree to conduct the Initial Closing of the transactions contemplated by this Agreement (all such transactions, including the transactions contemplated by the Additional Closings and the Transaction Agreements, being referred to herein as the Contemplated Transactions) at the offices of Winston & Strawn LLP, 35 West Wacker Drive,

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Chicago, Illinois at 10:00 AM (local time) on the last day of the fiscal month of the Seller in which the conditions precedent to the Initial Closing listed in Article 6 shall have been satisfied or, if permissible, waived (other than those conditions that are by their nature to be satisfied by action taken at the Initial Closing, but subject to the satisfaction of such conditions at the Initial Closing) (the date of the Initial Closing, the Initial Closing Date); provided, however, at its sole discretion, the Seller may direct that the Initial Closing shall take place earlier than the fiscal month end of the Seller on any Business Day specified by the Seller to the Purchaser on no less than three (3) Business Days written notice to the Purchaser; provided further, that notwithstanding the satisfaction or waiver of the conditions set forth in Article 6, if the Marketing Period has not ended at the time of the satisfaction or waiver of such conditions (other than those conditions that are by their nature to be satisfied by action taken at the Initial Closing, but subject to the satisfaction of such conditions at the Initial Closing), the Initial Closing shall take place instead on the last day of the fiscal month of the Seller or, at the Sellers discretion, on any earlier Business Day following the last day of the Marketing Period specified by the Seller to the Purchaser on no less than three (3) Business Days written notice to the Purchaser, but subject to the satisfaction or waiver of the conditions set forth in Article 6. The effective time of the Initial Closing for tax, accounting, operational and all other matters will be deemed to be 11:59 PM (local time) in each jurisdiction included in the Initial Closing, on the Initial Closing Date.

(b) It is the intention of the parties that the closing of the sale and purchase of all Acquired Assets and the assumption of all Assumed Liabilities will occur on the Initial Closing Date. Solely to the extent that closing does not occur with respect to any Acquired Assets or Assumed Liabilities on the Initial Closing Date as a result of the non-satisfaction or waiver of all conditions set forth in Article 6 to the transfer of any of the Acquired Assets or assumption of any of the Assumed Liabilities (other than those conditions that are to be satisfied by action taken at such closing), from time to time after the Initial Closing, as soon as reasonably practicable on the last day of a fiscal month of the Seller in which the conditions precedent to an Additional Closing listed in Article 6 shall have been satisfied or, if permissible, waived (other than those conditions that are to be satisfied by action taken at the Additional Closing, but subject to the satisfaction or waiver of such conditions at the Additional Closing), unless the parties mutually agree on a different date (including as may be specified in a Local Asset Transfer Agreement), the parties shall hold Additional Closings for the purpose of transferring such Acquired Assets or assuming such Assumed Liabilities. The effective time of each Additional Closing for tax, accounting, operational and all other matters will be deemed to be 11:59 p.m., local time, on the date of such Additional Closing.

(c) Following the Initial Closing, and subject to compliance with applicable Laws and Orders, the Seller shall, or shall cause other members of the Seller Group to, hold and operate the Acquired Assets that are not transferred to the Purchaser at the Initial Closing (the Remaining Assets) at the direction of, and for the sole and exclusive benefit of, the Purchaser Group until such Acquired Assets can be conveyed to the Purchaser. Subject to applicable Laws and Orders, the Seller and the Purchaser shall use their respective Reasonable Efforts to establish arrangements and, if necessary, enter into one or more agreements with respect to the Remaining Assets which, following the Initial Closing and any subsequent Closing, result in the Purchaser Group receiving all the benefits and bearing all the costs, liabilities and burdens with respect to the Remaining Assets. The Seller and the Purchaser shall cooperate in good faith prior to the

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Initial Closing Date to implement such arrangements as either party reasonably may request of the other party to ensure that, to the greatest extent permitted by applicable Laws and Orders, following the Initial Closing, such benefits, costs, liabilities and burdens with respect to the Remaining Assets. are held and borne by the Purchaser Group. At the reasonable request of the Purchaser, and subject to applicable Laws and Orders, the Seller shall, and shall cause other members of the Seller Group to, enter into a power of attorney or other similar arrangement with the Purchaser to allow the Purchaser to exercise its rights under this Section 2.2(c). Without limiting the foregoing, the Seller will, to the fullest extent permitted by Law, (i) operate the Remaining Assets in accordance with the directions of the Purchaser, (ii) continue to comply with the covenants contained in Article 5 with respect to the Remaining Assets until such time as the Remaining Assets are conveyed to the Purchaser, and (iii) continue to provide the transition services set forth in the Transition Services Agreement with respect to the Remaining Assets until such time as such Remaining Assets are conveyed to the Purchaser at the cost set forth in the Transition Services Agreement.

2.3 Closing Deliveries. At the Initial Closing and at each Additional Closing (but, in the case of each Additional Closing, only to the extent not delivered at a prior Closing), the following actions shall take place, all of which shall be deemed to have occurred simultaneously, and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents delivered, unless waived by the relevant party for whose benefit such action should have been completed or such document should have been delivered:

(a) The Seller will deliver, or will cause to be delivered, to the Purchaser all duly executed instruments and other items which are required by the terms hereof to be delivered at the applicable Closing, including: (i) the Stock Powers, duly executed by the applicable member(s) of the Seller Group, and, to the extent they exist to the Knowledge of the Seller, original certificates representing the Acquired Company Shares; (ii) the Bill of Sale, duly executed by the applicable member(s) of the Seller Group; (iii) counterpart of the Assignment and Assumption Agreement, duly executed by the applicable member(s) of the Seller Group; (iv) counterpart of each Local Asset Transfer Agreement (unless otherwise specified therein), duly executed by the applicable member(s) of the Seller Group; (v) counterpart of the Transition Services Agreement, duly executed by the applicable member(s) of the Seller Group; (vi) counterpart of the Lease/Sublease Agreements, duly executed by the applicable member(s) of the Seller Group;

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (vii) counterpart of the Joint Use & Occupancy Agreements, duly executed by the applicable member(s) of the Seller Group; (viii) the various instruments of assignment, reflecting the Purchaser or another member of the Purchaser Group as the assignee, and other documents referred to in the IP Agreement; (ix) a statement in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) from an officer of the Seller certifying that the Seller (and any other member of the Seller Group that is organized, formed or incorporated in the United States and is transferring any Acquired Asset) is not a foreign person as defined in Section 1445(f)(3) of the Code; (x) a certificate signed by an officer of the Seller as required by Section 6.3(a)(v); (xi) releases of all security interests recorded against Intellectual Property that constitutes an Acquired Asset or is otherwise owned by an Acquired Company, including, if applicable, releases of Encumbrances on Intellectual Property for filing with the United States Patent and Trademark Office and United States Copyright Office, on terms and conditions reasonably satisfactory to the Purchaser; and (xii) all such other bills of sale, special or limited warranty deeds, assignments and other instruments of assignment, transfer or conveyance as the Purchaser may reasonably request or as may be otherwise legally necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Acquired Assets to the Purchaser and to put the Purchaser in actual possession or control of the Acquired Assets.

(b) The Purchaser will deliver, or will cause to be delivered, to the Seller all duly executed instruments and other items which are required by the terms hereof to be delivered at the applicable Closing, including: (i) an amount equal to the Closing Purchase Price Payment pursuant to Section 2.1(a); (ii) counterpart of the Assignment and Assumption Agreement, duly executed by the applicable member(s) of the Purchaser Group; (iii) counterpart of each Local Asset Transfer Agreement (unless otherwise specified therein), duly executed by the applicable member(s) of the Purchaser Group; (iv) counterpart of the Transition Services Agreement, duly executed by the applicable member(s) of the Purchaser Group; (v) counterpart of the Lease/Sublease Agreements, duly executed by the applicable member(s) of the Purchaser Group;

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (vi) counterpart of the Joint Use & Occupancy Agreements, duly executed by the applicable member(s) of the Purchaser Group; (vii) the various instruments of assignment, reflecting the Purchaser or another member of the Purchaser Group as the assignee, and other documents referred to in the IP Agreement; (viii) a certificate signed by an officer of the Purchaser as required by Section 6.2(a)(iv); (ix) to the extent that the Purchaser elects to issue Purchaser Shares as payment of any portion of the Purchase Price, evidence reasonably satisfactory to the Seller to the effect that the Purchaser Shares have been issued to the Seller and registered in the name of the Seller, including a copy of the letter from the Purchaser authorizing its transfer agent to make a book entry in the stock register of the Purchaser reflecting the issuance of the Purchaser Shares to the Seller; and (x) all such other assumption agreements and other instruments as the Seller may reasonably request or as may be otherwise legally necessary to evidence and effect the assumption of the Assumed Liabilities by the Purchaser and to otherwise make the Purchaser responsible for the Assumed Liabilities.

2.4 Estimated Closing Working Capital; Estimated Cash on Hand.

(a) Not less than five (5) Business Days prior to the anticipated Initial Closing Date, the Seller shall prepare and deliver to the Purchaser a certificate (the Closing Working Capital Certificate) setting forth, in reasonable detail, the Sellers good faith estimate of the Closing Working Capital (and the components thereof) as of the month-end of the Seller prior to the Initial Closing Date (the Estimated Closing Working Capital) and the amount, if any, by which the Purchase Price is to be adjusted in accordance with the terms of this Agreement. The amount, if any, by which the Estimated Closing Working Capital exceeds the Target Closing Working Capital is referred to herein as the Estimated Closing Working Capital Surplus. The amount, if any, by which the Estimated Closing Working Capital is less than the Target Closing Working Capital is referred to herein as the Estimated Closing Working Capital Deficiency.

(b) Not less than five (5) Business Days prior to the anticipated Initial Closing Date, the Seller shall prepare and deliver to the Purchaser a certificate (the Closing Cash Certificate and, together with the Closing Working Capital Certificate, the Closing Certificates) setting forth, in reasonable detail, the Sellers good faith estimate of the Closing Cash as of the month-end of the Seller prior to the Initial Closing Date (the Estimated Closing Cash) and the amount, if any, by which the Purchase Price is to be adjusted in accordance with the terms of this Agreement.

(c) The Closing Certificates and their respective components (including the Estimated Closing Working Capital, the Estimated Closing Working Capital Surplus, the Estimated Closing Working Capital Deficiency and the Estimated Closing Cash) and all determinations and calculations contained therein shall be prepared in accordance with GAAP and using the same principles, policies and methodologies used in preparing the Audited

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Financial Statements, provided, that the Closing Certificates shall not have footnotes or other audit disclosures and shall be subject to normal year-end adjustments which, individually and in the aggregate, are not material.

2.5 Post-Closing Adjustment.

(a) As soon as reasonably practicable after the Initial Closing Date (but in any event within one hundred five (105) days after the Initial Closing Date), the Purchaser shall prepare and deliver to the Seller a statement (the Closing Statement) setting forth, in reasonable detail, the Purchasers calculation of (i) the Closing Working Capital (the Final Closing Working Capital) and (ii) Closing Cash (the Final Closing Cash), in each case, as of 11:59 pm Central time on the Initial Closing Date. The amount, if any, by which the Final Closing Working Capital, as determined in accordance with this Section 2.5, exceeds or is less than the Target Closing Working Capital, is referred to herein as the Final Closing Working Capital Surplus or Final Closing Working Capital Deficiency, respectively. The Closing Statement shall be prepared in accordance with GAAP and using the same principles, policies and methodologies used in preparing the Audited Financial Statements, provided, that the Closing Statement shall not have footnotes or other audit disclosures and shall be subject to normal year-end adjustments which, individually and in the aggregate, are not material.

(b) During the sixty (60)-day period following delivery of the Closing Statement to the Seller, the Purchaser shall provide the Seller with reasonable access to all books and records and personnel of the Purchaser and each of its subsidiaries (including the Acquired Companies) to enable the Seller to evaluate the accuracy of the Closing Statement. If the Seller disagrees with the determination of any component of the Closing Statement calculations, then the Seller shall notify the Purchaser in writing (an Objection Notice) of such disagreement within sixty (60) days after delivery of the Closing Statement, which Objection Notice shall describe the nature of any such disagreement in reasonable detail. If the Seller does not deliver an Objection Notice within such sixty (60)-day period, then the Closing Statement and the calculations of the Final Closing Working Capital and the Final Closing Cash set forth therein shall be conclusive and binding upon the parties.

(c) If the Purchaser and the Seller are unable to resolve all disagreements properly identified by the Seller pursuant to Section 2.5(b) within thirty (30) days after delivery to the Purchaser of the Objection Notice, then such disagreements shall be resolved by Deloitte LLP (the Independent Accounting Firm), and such determination shall be final and binding on the parties. If Deloitte LLP shall not be willing to serve as the Independent Accounting Firm, then the Seller and the Purchaser shall each submit to the other partys independent auditor the name of a national accounting firm other than Ernst & Young LLP, KPMG LLP, and Deloitte LLP, and the Independent Accounting Firm shall be selected by lot from these two firms by the independent auditors of the two parties. In calculating the Closing Statement, the Independent Accounting Firms calculations shall be no greater than the higher amount calculated by the Seller or the Purchaser with respect to any item, and no less than the lower amount calculated by the Seller or the Purchaser with respect to any item, as the case may be. Any fees and expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.5(c) shall be allocated between the Seller and the Purchaser such that the amount paid by the Seller bears the same proportion that the aggregate dollar amount

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document unsuccessfully disputed by the Seller bears to the total dollar amount of the disputed items that were submitted for resolution to the Independent Accounting Firm, and the Purchaser shall pay the balance. The Independent Accounting Firm shall be instructed to use Reasonable Efforts to perform its services within thirty (30) days of submission of the dispute to it and, in any case, as promptly as practicable after such submission. The Closing Statement and the Final Closing Working Capital and Final Closing Cash reflected thereon shall then be prepared by the parties based on the determination of the Independent Accounting Firm, whose determination shall be conclusive and binding upon the parties.

(d) If any of the Final Closing Working Capital or the Final Closing Cash as finally determined pursuant to this Section 2.5 differs from the corresponding estimated figures set forth in the Closing Certificates and used in the calculation of the Closing Purchase Price Payment paid at the Initial Closing, then the Closing Purchase Price Payment shall be recalculated using such final figures in lieu of such estimated figures and the following adjustment (the Post-Closing Adjustment) to the Closing Purchase Price Payment shall be made: (i) If the Closing Purchase Price Payment based on the Final Closing Working Capital and/or the Final Closing Cash would have been greater than the estimated Closing Purchase Price Payment actually paid at the Initial Closing, the Purchaser shall pay, or cause to be paid, to the Seller the amount of such difference. (ii) If the Closing Purchase Price Payment based on the Final Closing Working Capital and/or the Final Closing Cash would have been less than the estimated Closing Purchase Price Payment actually paid at the Initial Closing, the Seller shall pay, or cause to be paid, to the Purchaser the amount of such difference. (iii) The Purchaser or the Seller, as the case may be, shall, within two (2) Business Days after the final determination of the Final Closing Working Capital and Final Closing Cash in accordance with this Section 2.5, make payment to the other by wire transfer in immediately available funds of the amount of the Post-Closing Adjustment as determined pursuant to the preceding subsections, together with interest thereon from the Initial Closing Date to the date of payment at a fixed rate equal to six percent (6%) per annum. Such interest shall be calculated based on a year of 365 days and the number of days elapsed since the Initial Closing Date.

MASTER ACQUISITION AGREEMENT

Except as specifically set forth in, or qualified by any matter set forth in, the disclosure schedules, dated as of the date of this Agreement and delivered by the Seller to the Purchaser (collectively, the Seller Disclosure Schedule) (it being agreed that the disclosure of any matter in any section or subsection in the Seller Disclosure Schedule, the Seller IPA Disclosure Schedule or the Seller EMA Disclosure Schedule shall be deemed to have been disclosed in any other section or subsection in the Seller Disclosure Schedule to which the applicability of such disclosure is reasonably apparent on the face of such disclosure), the Seller represents and warrants to the Purchaser as follows:

3.1 Corporate Organization.

(a) Each member of the Seller Group is a Business Entity duly incorporated or organized, validly existing, and, to the extent applicable in its jurisdiction of incorporation or organization, in good standing under the Laws of its jurisdiction of incorporation or organization, and has full power and authority to carry on its business as now conducted. Each member of the Seller Group is, or as of the applicable Closing will be, in all respects duly qualified as necessary to conduct the Business as conducted as of the Initial Closing Date and, to the extent legally applicable, is in good standing under the Laws of each jurisdiction in which the Business is conducted, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect on the Seller or the Business.

(b) Each Acquired Company is a Business Entity that is duly incorporated or organized, validly existing, and, to the extent applicable in its jurisdiction of incorporation or organization, in good standing under the Laws of its jurisdiction of incorporation or organization, and has full power and authority to carry on its business as now conducted. Each Acquired Company is in all respects duly qualified as necessary to conduct its business as presently conducted and, to the extent legally applicable, is in good standing under the Laws of each jurisdiction in which it conducts its business, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect on the Business. Each Acquired Company has the power and authority to own, possess, use, lease, sublease or otherwise hold and operate its assets and to carry on its business as presently conducted. Except with respect to the Business Entities listed on Schedule 1.1(n) and except for the other Acquired Companies, the Acquired Companies do not, directly or indirectly, have any Subsidiaries or own or have any interest in any of the capital stock or other equity securities (in the form of a loan, capital contribution or otherwise) of any other Person or have any obligation to make any future investment to or in any other Person in exchange for capital stock or other securities of such Person.

3.2 Capitalization; Ownership.

(a) Schedule 3.2(a) of the Seller Disclosure Schedule sets forth (i) the name and jurisdiction of incorporation or organization of each Acquired Company and (ii) the holder of record and beneficial owner of all of the outstanding shares or other ownership interests of each Acquired Company. All of the issued and outstanding shares of capital stock or other ownership interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and non-assessable. Except as set forth in Schedule 3.2(a) of the Seller Disclosure Schedule, (i) there are no authorized, issued or outstanding (A) shares of capital stock of, or voting securities or equity interests in, any of the Acquired Companies, (B) preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, puts, calls, commitments or rights of any kind to which any Acquired Company is a party or by which any Acquired Company is bound that obligate an Acquired Company to issue, sell, repurchase, redeem or otherwise acquire any shares of capital stock of, or voting securities or equity interests in, an Acquired Company, (C) securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire any shares of capital stock of, or voting securities or equity interests in, an Acquired Company, or (D) shares of restricted stock,

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document deferred stock, restricted stock units, stock-based performance units, stock appreciation rights or phantom stock awards with respect to any capital stock of, or voting securities or equity interests in, an Acquired Company, or derivative securities or other rights that are linked to the value of the equity or the value of an Acquired Company or any part thereof and (ii) there are no outstanding obligations (contingent or otherwise) of an Acquired Company to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

(b) Upon each applicable Closing and payment in full of the Purchase Price, good and marketable title to the Acquired Company Shares will pass to the Purchaser or another member of the Purchaser Group, free and clear of all Encumbrances, and with no other restrictions on the voting rights or other incidents of record and beneficial ownership of such Acquired Company Shares. There are no agreements to which a member of the Seller Group, an Acquired Company or, to the Knowledge of the Seller, any other Person is a party or is bound with respect to voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of, or voting securities or equity interests in, an Acquired Company.

3.3 Authorization. The Seller has, and the Seller and each other member of the Seller Group will have at the applicable Closing, all power and authority it requires to execute, deliver, consummate the transactions contemplated thereby and perform its respective obligations under the Transaction Agreements to which it is a party. Each member of the Seller Group (other than the Seller) has obtained, or will have obtained prior to the applicable Closing Date, all organizational approvals necessary for the due and valid authorization of its execution, delivery and performance of the Transaction Agreements to which it is a party and the consummation by it of the transactions contemplated thereby. The Seller has obtained all organizational approvals necessary for the due and valid authorization of its execution, delivery and performance of the Transaction Agreements to which it is a party and the consummation by it of the transactions contemplated thereby. The Seller has duly and validly executed and delivered the Principal Agreements and, on or prior to the applicable Closing, each member of the Seller Group will have duly and validly executed and delivered the other Transaction Agreements to which it is a party. The execution and delivery of this Agreement and each other Transaction Agreement to which the Seller is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no other action or proceeding is necessary to authorize the execution and delivery of this Agreement and each other Transaction Agreement to which the Seller is or will be a party, the performance of its obligations hereunder and thereunder or the consummation of the transactions contemplated hereby and thereby. Assuming the due authorization, execution and delivery of the Transaction Agreements by the other parties thereto, the Principal Agreements are, and at each applicable Closing each other Transaction Agreement will be, a valid and binding obligation of each member of the Seller Group that is party hereto or thereto, as applicable, enforceable against such member of the Seller Group in accordance with its terms, subject, as to enforceability, to (a) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, preferential transfers or the relief of debtors, and (b) rules of Law governing specific performance, injunctive relief and other equitable remedies or general principles of equity.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3.4 No Conflict. Except for the requirements of the HSR Act and any Antitrust Laws of jurisdictions outside the United States of America (if and to the extent any of the foregoing Laws may apply) and except as set forth in Schedule 3.4 of the Seller Disclosure Schedule, the execution and delivery by the Seller of this Agreement and the execution and delivery by members of the Seller Group of each of the other Transaction Agreements to which it is a party, the performance of and compliance with the respective terms and provisions hereof and thereof and the consummation by them of the transactions contemplated hereby and thereby do not and will not (a) conflict with or violate any provision of the certificate of incorporation, bylaws or any other organizational or governance documents of any of the members of the Seller Group or the Acquired Companies; (b) conflict with or violate, in any material respect, any Law or Order or require any member of the Seller Group or the Acquired Companies to obtain any Governmental Authorization or make any filing with or provide notification to any Governmental Entity, except where the failure to obtain such Governmental Authorization, make such filing or provide such notification would not be adverse in any material respect to the operation of the Business by the Purchaser immediately following the Initial Closing; (c) conflict with, result in any breach of, or constitute a default (with or without notice or lapse of time or both), give rise to any obligation, right of termination, modification, cancelation or acceleration, increase any Liability or result in the loss of any right or benefit, or create in another Person a put right, purchase obligation or similar right under, any Material Contract; (d) result in or require the creation or imposition of any Encumbrance other than a Permitted Encumbrance of any nature upon, or result in the creation or acceleration of any indebtedness for borrowed money with respect to, any material Acquired Assets; or (e) result in or give rise to any Liability, penalty, forfeiture or restriction on the Acquired Company Shares.

3.5 Financial Matters; Absence of Events; Absence of Undisclosed Liabilities.

(a) Schedule 3.5(a) of the Seller Disclosure Schedule sets forth (i) an audited balance sheet of the Business dated as of December 31, 2013 (such balance sheet, including the applicable notes, principles and other descriptions referenced in clause (iv) of this subsection (a), the Most Recent Balance Sheet) and the related audited statements of operations, business equity, comprehensive income and cash flows for the twelve (12) months then-ended, (ii) an audited balance sheet of the Business dated as of December 31, 2012 and the related audited statements of operations, business equity, comprehensive income and cash flows for the twelve (12) months then-ended, (iii) audited statements of operations, business equity, comprehensive income and cash flows for the twelve (12) months ended December 31, 2011, and (iv) the footnotes, accounting principles and other descriptions appended to the documents referred to in the foregoing clauses (i)-(iii) (collectively, the documents referred to in clauses (i)-(iv), the Audited Financial Statements). The Audited Financial Statements have been prepared in accordance with GAAP and present fairly in all material respects the financial condition of the Business as of the respective dates thereof and the results of operations and cash flows of the Business for the respective periods indicated therein, except, in each case, as described in the footnotes to the Audited Financial Statements.

(b) Except as set forth on Schedule 3.5(b) of the Seller Disclosure Schedule, since the date of the Most Recent Balance Sheet through the date of this Agreement, none of the Seller, the Seller Group or the Acquired Companies has, in each case to the extent related to the Business, taken any action that, if taken after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 5.1, other than any actions that are contemplated or permitted by this Agreement.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Except as and to the extent reflected or reserved against in the Most Recent Balance Sheet or as set forth in Schedule 3.5(c) of the Seller Disclosure Schedule, neither the Seller nor any other member of the Seller Group, in each case, related to the Business, nor any Acquired Company, has any Liabilities, except for Liabilities (i) incurred in connection with the Contemplated Transactions, (ii) arising out of executory obligations under Assumed Contracts, Assumed Real Property Leases or Contracts of an Acquired Company, (iii) incurred in the Ordinary Course since the date of the Most Recent Balance Sheet, (iv) for any Liabilities or obligations that do not exceed Two Million Dollars ($2,000,000) individually or Ten Million Dollars ($10,000,000) in the aggregate or (v) that are Excluded Liabilities.

3.6 Tax Matters. Except as set forth on Schedule 3.6 of the Seller Disclosure Schedule:

(a) All Tax Returns required to have been filed by each Acquired Company and with respect to the Business or the Acquired Assets have been timely filed (taking into account any extension of time to file granted or obtained) and all such Tax Returns are true, correct, and complete in all material respects.

(b) All Taxes due and payable with respect to such Tax Returns have been paid and all unpaid Taxes of the Acquired Companies do not exceed the reserve for Tax liability set forth on the Most Recent Balance Sheet.

(c) No deficiency for any material amount of Tax has been asserted or assessed by a Governmental Entity in writing against any Acquired Company or with respect to the Business or the Acquired Assets that has not been satisfied by payment, settled or withdrawn.

(d) There are no Tax liens (other than liens for Taxes that are not yet due and payable or which are being contested in good faith for which appropriate reserves have been established in accordance with GAAP) on any Acquired Asset or any material asset of any Acquired Company.

(e) No Acquired Company is currently the beneficiary of any extension of time to file any material Tax Return, excluding extensions of time that are provided under governing Law.

(f) No claim has been made, in the last three (3) years, by an authority in a jurisdiction where an Acquired Company does not file Tax Returns that an Acquired Company is or may be subject to taxation by that jurisdiction.

(g) Each Acquired Company has withheld and remitted all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

(h) No federal, state, local, or non-U.S. tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to an Acquired Company, the Business, or any Acquired Assets nor has any written notice been received by an Acquired Company from an authority indicating an intention to open such an audit or other review.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (i) No Acquired Company has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency with respect to which such waiver or extension is still outstanding.

(j) The transactions contemplated by this Agreement will not result in a change in ownership or control of the Seller for purposes of Section 280G of the Code.

(k) No Acquired Company is a party to or bound by any Tax allocation or sharing agreement other than pursuant to customary provisions in Contracts entered into in the Ordinary Course, such as leases, licenses, or credit agreements.

(l) (i) No Acquired Company has been a member of an affiliated group filing a consolidated U.S. federal Income Tax Return (other than a group the common parent of which was the Seller or an Affiliate of the Seller) or (ii) has any Liability for the Taxes of any Person (other than the Seller or any Affiliate of the Seller) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. Law), as a transferee or successor, by contract, or otherwise (other than pursuant to customary provisions in Contracts entered into in the Ordinary Course, such as leases, licenses, or credit agreements).

(m) No Acquired Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Post-Closing Period as a result of any: (1) adjustment under Section 481 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Income Tax Law) as a result of any change in method of accounting for a Pre-Closing Period; (2) use of an improper method of accounting for a taxable period ending on or prior to the Initial Closing Date; (3) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Income Tax Law) executed on or prior to the Initial Closing Date; (4) installment sale or open transaction disposition made on or prior to the Initial Closing Date; (5) prepaid amount received on or prior to the Initial Closing Date that was realized as income for GAAP purposes prior to the Closing and for which an offsetting liability was not included in Final Closing Working Capital, as finally determined pursuant to Section 2.5; or (6) election under Section 108(i) of the Code.

(n) No Acquired Company is or has been a party to any listed transaction, as defined in Section 6707A(c)(1) of the Code.

(o) No Acquired Company has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in each case that is in a country other than the country in which it is organized.

(p) None of the Acquired Assets being sold or assigned by a member of the Seller Group that is organized, formed or incorporated outside the United States are United States real property interests (as defined in Section 897(c)(1) of the Code).

(q) In the past three (3) years, no Acquired Company has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The representations and warranties in Section 3.5 (as such representations and warranties relate to Taxes currently payable) and this Section 3.6 shall constitute the sole and exclusive representations and warranties regarding any Tax matters relating to the Acquired Companies and other Acquired Assets, including any representations or warranties regarding compliance with Tax Laws, liability for Taxes, the filing of Tax Returns, and the accrual and reserves for Taxes on the Audited Financial Statements.

Notwithstanding any provision of this Agreement, the Seller is not providing any representations or warranties or indemnities with respect to the availability, or ability to use, any Tax attribute or Tax credit of any Acquired Company (or Tax attribute or Tax credit that relates to the Business or Acquired Assets) in any Post-Closing Period to the extent such Tax attribute or Tax credit was not included in Final Closing Working Capital (as finally determined under Section 2.5).

3.7 Assets.

(a) Other than with respect to Intellectual Property matters (which are exclusively addressed in the IP Agreement) or real property matters (which are exclusively addressed in Section 3.15 hereof), (i) the Seller Group, as applicable, has good and marketable title to, or a valid leasehold interest in, as applicable, the tangible material Separately Owned Acquired Assets, and (ii) each Acquired Company has good and marketable title to, or a valid leasehold interest in, as applicable, all of its material, tangible assets, in each case free and clear of any Encumbrance other than Permitted Encumbrances. To the Knowledge of the Seller, each such asset is free from defects in all material respects, has been maintained in accordance with normal industry practice and is in good operating condition and repair (subject to normal wear and tear).

(b) Upon the applicable Closing and except as set forth on Schedule 3.7(b) of the Seller Disclosure Schedule, the applicable member of the Purchaser Group will acquire good and valid title to, or a valid leasehold interest in, as applicable, the tangible material Separately Owned Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

(c) Other than with respect to Intellectual Property matters (which are exclusively addressed in the IP Agreement), assuming the employment or replacement by the Purchaser of substantially all of the U.S. Employees, the Non-U.S. Employees and the Contractors (each as defined in the Employee Matters Agreement), the receipt of all consents required to assign or transfer any Assumed Contract or Assigned Permit (or, with respect to those which are not received, the cooperation by the Seller pursuant to Section 10.6) and the replication or split and partial assignment of all Non-Assignable Shared Contracts material, individually or in the aggregate, to the Business as contemplated by Section 10.7, and provided the Purchaser replaces the assets specified in Sections 1.2(b), (c), (f), (j) and (n) on the Initial Closing Date, the Acquired Assets, taking into account all provisions of this Agreement and the other Transaction Agreements, will be sufficient to enable the Purchaser Group to conduct all

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document functions of the Business immediately following the Initial Closing substantially as conducted by the Seller Group and the Acquired Companies as of the date of this Agreement, except with respect to the provision of Excluded Services (which, for the avoidance of doubt, will not be provided pursuant to the Transition Services Agreement).

3.8 Intellectual Property. Certain representations and warranties relating to Intellectual Property matters are set forth in Article III of the IP Agreement, which are incorporated herein by reference.

3.9 Legal Compliance.

(a) Except as set forth on Schedule 3.9(a) of the Seller Disclosure Schedule, since January 1, 2011, other than with respect to the infringement, misappropriation, or other violation of Intellectual Property, employee and Environmental Law matters (which are exclusively addressed in the IP Agreement, the Employee Matters Agreement and Section 3.14 hereof, respectively), the conduct and operation of the Business is and has been in material compliance with each Law and Order which is applicable to the Business, the Assumed Liabilities or the Acquired Assets.

(b) Except as set forth on Schedule 3.9(b) of the Seller Disclosure Schedule, the Acquired Companies and, to the extent it relates to the Business, each member of the Seller Group is in material compliance with all Export Control Laws and has not received any written communication since January 1, 2011, that alleges that the Acquired Companies, any of the Acquired Assets or any activities related to the Business are not, or may not be, in compliance with, or is, or may become, subject to any Claim under any Export Control Law.

3.10 Governmental Authorizations. The Seller, the other members of the Seller Group and the Acquired Companies have all Governmental Authorizations that are necessary for the ownership, possession, operation, use and/or lease of the Acquired Assets and/ or the conduct of the Business except where the failure to have such Governmental Authorization would not be materially adverse to the operation of the Business as of the Initial Closing (such Governmental Authorizations, the Applicable Governmental Authorizations). All such Applicable Governmental Authorizations held by a member of the Seller Group are set forth on Schedule 3.10(a) of the Seller Disclosure Schedule (other than Environmental Permits). All Applicable Governmental Authorizations are valid and in full force and effect. Except as set forth in Schedule 3.10(b) of the Seller Disclosure Schedule, none of the Applicable Governmental Authorizations will become terminable, in whole or in part, as a result of the Contemplated Transactions except where the failure to have such Governmental Authorization would not be adverse in any material respect to the operation of the Business by the Purchaser immediately following the Initial Closing.

3.11 Contracts.

(a) Schedule 3.11(a) of the Seller Disclosure Schedule lists each of the following Contracts of the Seller Group related to the Business or to which any of the Acquired Companies are a party (collectively, and together with the Material IP Contracts (as defined in the IP Agreement, the Material Contracts): (i) all Contracts (other than purchase orders, and other than immaterial amendments and addendums thereto) for the sale of products or the provision of services entered into between a member of the Seller Group or an Acquired Company, on the one hand, and each of the twenty-five (25) largest customers of the Business by revenue during the twelve-month period ended December 31, 2013, on the other hand;

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) all Contracts (other than purchase orders, and other than immaterial amendments and addendums thereto) for the purchase of direct materials, supplies or equipment entered into between a member of the Seller Group or an Acquired Company, on the one hand, and each of the twenty-five (25) largest direct suppliers of the Business by spend during the twelve-month period ended December 31, 2013, on the other hand; (iii) each Contract of an Acquired Company that involves, or would reasonably be expected to involve, the payments or expenditures in excess of $5,000,000 per annum and that may not be terminated (without penalty) by any Acquired Company within thirty (30) days after the delivery of a termination notice by the Acquired Company; (iv) each Contract for the employment of any officer of any Acquired Company that is not of the type generally entered into with all employees in the applicable jurisdiction; (v) each Contract that is a partnership, limited liability company agreement, stockholders agreement or similar contract other than Contracts with respect to the Business Entities listed on Schedule 1.1(n); (vi) all Contracts that limit or purport to limit the ability of the Business to compete in any line of business or with any Person or in any geographic area or during any period of time (excluding (A) any field of use or similar limitations under license agreements, or (B) any covenants relating to the nonsolicitation of employees or service providers); (vii) each Contract for borrowed money having an outstanding principal amount or undrawn borrowing capacity in excess of $250,000 to which any of the Acquired Companies is a party or for which any of the Acquired Companies would be liable or under which an Encumbrance would be placed on any of the Acquired Assets; (viii) each Contract under which any of the Acquired Companies is a lessee of any tangible personal property owned by any other Person, except for any lease of tangible personal property under which the aggregate annual rental payments do not exceed $500,000; (ix) all material Contracts between or among any Acquired Company, on the one hand, and the Seller and/or any other member of the Seller Group or their respective Affiliates, on the other hand, other than intercompany accounts reflected on the Audited Financial Statements; and (x) each Assumed Contract, the breach or termination of which would reasonably be expected to result in a Material Adverse Effect on the Business.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Each Material Contract is in full force and effect and constitutes a legal, valid and binding obligation of, and is enforceable in accordance with its terms as to, the applicable member of the Seller Group or Acquired Company and, to the Knowledge of the Seller, the other parties thereto subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies.

(c) None of the Acquired Companies nor any member of the Seller Group is in violation or breach of or default under any Material Contract (in each case, with or without notice or lapse of time or both), nor, to the Knowledge of the Seller, is it in receipt of any written Claim of such default or breach. To the Sellers Knowledge, no other Person has violated or breached, or committed any default under, any Material Contract (in each case, with or without notice or lapse of time or both). The Seller does not have any present intention of not fully performing any of its obligations pursuant to a Material Contract and, to the Knowledge of the Seller, no third party to any Material Contract has indicated in writing to the Seller that it desires to modify, renegotiate or cancel its Material Contract.

(d) No event or development has occurred, and no fact, circumstance or condition exists, that (with or without notice or lapse of time or both) would reasonably be expected to (i) result in a violation or breach of any provision of any Material Contract by any of the Acquired Companies or any member of the Seller Group; (ii) give any counterparty thereto the right to declare a default or exercise any remedy under any Material Contract; (iii) give any Person the right to receive a material rebate, chargeback or penalty under any Material Contract other than in the Ordinary Course; (iv) give any counterparty thereto the right to accelerate the performance of any obligation under any Material Contract; or (v) give any counterparty thereto the right to cancel, terminate or modify any Material Contract, in the case of each of clauses (i) to (iv), except as would not reasonably be expected to be adverse in any material respect to the Business.

(e) Schedule 3.11(a) hereof and Section 3.4 of the IP Agreement, as applicable, provide a list of all written Material Contracts, a summary description of all material terms of any oral or unwritten Material Contract and identifies a corresponding reference to subsections in Section 3.11(a) hereof or Section 3.4 of the IP Agreement, as applicable. A true, correct and complete copy of each written Material Contract has been provided to the Purchaser.

3.12 Legal Proceedings. Except as set forth on Schedule 3.12 of the Seller Disclosure Schedule, and other than with respect to Intellectual Property, employee and Environmental Law matters (which are exclusively addressed in the IP Agreement with respect to Intellectual Property matters, the Employee Matters Agreement with respect to employee matters, and Section 3.14 hereof with respect to Environmental Law matters), there is no Legal Proceeding pending or, to the Knowledge of the Seller, threatened (a) by or against any member of the Seller Group or any of the Acquired Companies which questions or challenges the validity of this Agreement or the ability of the Seller Group or the Acquired Companies to consummate any of the Contemplated Transactions, or (b) with respect or relating to any Acquired Company, the

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Business or any Acquired Asset in or before any court, arbitrator, mediator or other Governmental Entity. No outstanding Order is specifically directed at any Acquired Company or member of the Seller Group that is adverse in any material respect to the Business.

3.13 Employees. Representations and warranties relating to employees of the Business are exclusively set forth in Article 6 of the Employee Matters Agreement, which are incorporated herein by reference.

3.14 Environmental Matters. Except as set forth on Schedule 3.14 of the Seller Disclosure Schedule:

(a) Each of the Acquired Companies and, in the conduct of the Business or ownership of the Acquired Assets, each member of the Seller Group is in material compliance with all Environmental Laws.

(b) To the Knowledge of the Seller, since January 1, 2012, none of the Acquired Companies nor the members of the Seller Group has received any written notice alleging any material violations of, or any material Liabilities arising under Environmental Laws related to the Acquired Assets.

(c) Each of the Acquired Companies and, in the conduct of the Business or ownership of the Acquired Assets, each member of the Seller Group has obtained and is in material compliance with, all material Environmental Permits required for the operation of the Business as conducted as of the Initial Closing Date.

(d) To the Sellers Knowledge, the Seller has provided to the Purchaser all third party non-privileged environmental audits and reports and other material environmental documents relating to the Release of Hazardous Materials or alleged violations of Environmental Laws related to the Business which are in their possession or under their reasonable control.

3.15 Real Property.

(a) Schedule 3.15(a) of the Seller Disclosure Schedule lists the street address and current owner of (i) each parcel of real property in which an Acquired Company has fee title (or the jurisdictional equivalent) interest (Acquired Company Owned Real Property) and (ii) each parcel of real property in which a member of the Seller Group has fee title (or the jurisdictional equivalent) interest and at which any Transferred Employee is located as of the date hereof. The applicable Acquired Company has good and marketable title in fee simple (or the jurisdictional equivalent) to each parcel of Acquired Company Owned Real Property, free and clear of any Encumbrance other than Permitted Encumbrances. Except as set forth in Schedule 3.15(a) of the Seller Disclosure Schedule, no Acquired Company has leased or otherwise granted to any Person the right to use or occupy the Acquired Company Owned Real Property or any portion thereof, and other than the right of the Purchaser pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Acquired Company Owned Real Property or any portion thereof or interest therein.

(b) Schedule 3.15(b)-1 of the Seller Disclosure Schedule lists the street address of each parcel of real property that is leased, subleased or licensed by an Acquired

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Company. Schedule 3.15(b)-2 of the Seller Disclosure Schedule lists the street address of each parcel of real property that is leased, subleased or licensed by a member of the Seller Group and at which any Transferred Employee is located. The Seller has made available to the Purchaser true and complete copies of (i) each Assumed Real Property Lease (including all material amendments, extensions, renewals, guaranties and other agreements with respect thereto), (ii) each lease in effect as of the date hereof relating to the Seller Leased/Subleased Real Property and (iii) each real property lease in effect as of the date hereof entered into by an Acquired Company (the Acquired Company Leases, and collectively with each of the items listed in clauses (i) to (iii), the Leases). Except as set forth on Schedule 3.15(b) of the Seller Disclosure Schedule, there has not been any sublease or assignment entered into by any member of the Seller Group or an Acquired Company in respect of any Assumed Real Property Leases or any Acquired Company Lease or with respect to any portion of real property to be the subject of a Seller Lease/Sublease Agreement. The rental rate set forth in each Lease is the actual rental rate being paid by the applicable member of the Seller Group or Acquired Company as of the date hereof, and, to the Knowledge of the Seller, there are no separate agreements or understandings with respect to the same.

(c) Except as set forth in Schedule 3.15(c) of the Seller Disclosure Schedule, with respect to each Assumed Real Property Lease and each Acquired Company Lease: (i) such Lease is a legal, valid and binding obligation of, and enforceable against, the member of the Seller Group or the Acquired Company party thereto and, to the Knowledge of the Seller, each other party thereto, and in full force and effect, except to the extent such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other applicable Law relating to or affecting the enforcement of creditors rights or by general equitable principles; (ii) no member of the Seller Group nor, to the Knowledge of the Seller, any other third-party to the Lease is in material breach or default under such Lease, and, to the Knowledge of the Seller, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; and (iii) no member of the Seller Group has subleased, licensed or otherwise granted any Person the right to use or occupy any portion of real property that is the subject of any Seller Lease/Sublease Agreement. Except as set forth in Schedule 3.15(c) of the Seller Disclosure Schedule, with respect to each Lease which is not an Assumed Real Property Lease or an Acquired Company Lease, to the Knowledge of the Seller: (i) such Lease is a legal, valid and binding obligation of, and enforceable against, the member of the Seller Group or the Acquired Company party thereto and each other party thereto, and in full force and effect, except to the extent such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other applicable Law relating to or affecting the enforcement of creditors rights or by general equitable principles; (ii) no member of the Seller Group nor any other third-party to the Lease is in material breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; and (iii) no member of the Seller Group has subleased, licensed or otherwise granted any Person the right to use or occupy any portion of real property that is the subject of any Seller Lease/Sublease Agreement.

MASTER ACQUISITION AGREEMENT

(a) Schedule 3.16(a) of the Seller Disclosure Schedule sets forth the twenty-five (25) largest customers of the Business that ordered products, equipment, goods or services during the twelve (12)-month period ended December 31, 2013 (the Material Customers). As of the date of this Agreement, to the Knowledge of the Seller, no Acquired Company or member of the Seller Group has received any written notice that any Material Customer has canceled, terminated or materially and adversely modified or intends to cancel or otherwise terminate or materially and adversely modify its relationship with respect to the Business.

(b) Schedule 3.16(b) of the Seller Disclosure Schedule sets forth the twenty-five (25) largest direct suppliers of the Business that supplied raw materials, supplies, services, merchandise and other goods for the Business during the twelve (12)-month period ended December 31, 2013 (the Material Suppliers). As of the date of this Agreement, to the Knowledge of the Seller, no Acquired Company or member of the Seller Group has received any written notice that any Material Supplier (i) intends to sell raw materials, supplies, services, merchandise and other goods to the Business at any time after the Initial Closing on terms and conditions materially less favorable to those used in its current sales to the Business, subject only to general and customary price increases, or (ii) has ceased, substantially reduced, or intends to cease or substantially reduce the distribution of raw materials, supplies, services, merchandise and other goods to the Business.

3.17 Brokers Fees. No Acquired Company or member of the Seller Group has any Liability to pay any fees or commissions to any broker, finder or agent with respect to the Contemplated Transactions except fees which will be borne entirely by the Seller.

3.18 Product Warranties. To the Knowledge of the Seller, (a) each product sold or delivered and each service rendered by the Acquired Companies and, with respect to the Business, the other members of the Seller Group, has been in conformity in all material respects with all then-applicable contractual commitments and all express and implied warranties, and (b) none of the Acquired Companies nor, with respect to the Business, any member of the Seller Group has any material liability or obligation for replacement or repair thereof or other damages in connection therewith, in the case of each of clause (a) and (b), subject only to the reserve for product and service warranty claims set forth on the Most Recent Balance Sheet and except for liabilities incurred in the Ordinary Course since the date of the Most Recent Balance Sheet.

3.19 Insurance. Seller, each other member of the Seller Group and the Acquired Companies collectively maintain insurance policies of the type and in the amounts customarily carried by Persons conducting a business similar to the Business and, to the Knowledge of the Seller, all such policies are in full force and effect and no material term of any such policy is void or voidable.

3.20 Books and Records. The Seller maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) with respect to the Business, transactions are executed in accordance with managements general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of Seller Financial Statements in accordance with GAAP and to maintain accountability for assets; (iii) with respect to the

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Business, access to assets is permitted only in accordance with managements general or specific authorization; and (iv) with respect to the Business (taking into account differences in materiality thresholds from the Seller and its Subsidiaries as a whole), the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences.

3.21 No Material Adverse Effect. Since the date of the Most Recent Balance Sheet, (a) there has not occurred any Material Adverse Effect on the Business and (b) to the Knowledge of the Seller, no fact, event, circumstance or condition exists or has occurred that would reasonably be expected to result in a Material Adverse Effect on the Business prior to the Initial Closing Date.

3.22 Absence of Certain Business Practices. Prior to the date hereof, during the three (3) years prior to the date hereof, neither the Seller, any other member of the Seller Group, nor any Acquired Company, nor any of their respective officers, employees or agents or any other Person authorized to act, and acting, on behalf of the Seller, any other member of the Seller Group or any Acquired Company has, with respect to the Business or any of the Acquired Assets, directly or indirectly, (a) in order to obtain or retain business, regulatory benefit, or other improper advantage in violation of Law, given, offered, solicited, authorized or agreed to give, offer, solicit or authorize any contribution, gift, bribe, facilitating payment, rebate, payoff, influence payment, kickback, other payment or benefit, either directly or indirectly, regardless of form and whether in money, property, services or other benefit, to any customer, supplier, governmental or private or public company employee, other organization or any other Person who is or may be in a position to help or hinder the Seller, any other member of the Seller Group or any Acquired Company in connection with the development, marketing, use, sale or acceptance of products or services of the Seller, any other member of the Seller Group or any Acquired Company (or to assist the Seller, any other member of the Seller Group or any Acquired Company in connection with any actual or proposed transaction relating to the products and services of the Seller, any other member of the Seller Group or any Acquired Company); (b) used any corporate funds or any personal funds for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; (c) made any unlawful payment, either directly or indirectly, to domestic or foreign government or private or public company officials or employees, other organizations or to domestic or foreign political parties or campaigns, from corporate funds; (d) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery provision or Law anywhere in the world; (e) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; or (f) made any false or fictitious entry on the books or records of the Seller relating to any such payments.

3.23 IT; Protection of IP; Data Security. With respect to the Business, the Seller Group and the Acquired Companies have taken reasonable precautions designed to protect the confidentiality, integrity, and security of the Business Systems and confidential information stored or contained therein (or transmitted thereby), from unauthorized use, access, intrusion, breach, interruption, or modification by any Person. The Seller on behalf of itself and its Affiliates has taken commercially reasonable actions to protect, maintain, and preserve the confidentiality of all material trade secrets and other material confidential information related to the Business that is owned by, or exclusively licensed to, a member of the Seller Group or an

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Acquired Company. The Seller on behalf of itself and its Affiliates maintains policies with respect to data security and data privacy (including the privacy of all customers and any of their personally identifiable information), and the Seller Group and the Acquired Companies comply (and have complied), in all material respects, with such policies and Data Protection Laws. To the Knowledge of the Seller, in the last three (3) years, there have been no actual or alleged unauthorized use, access, disclosure, transmission, intrusions, interruptions, modifications, or breaches of security, physical, logical, or otherwise, of any Business Systems or any personal information, payment card information, confidential or proprietary data or any other such information collected, maintained or stored by or on behalf of any of the Seller Group or the Acquired Companies with respect to the Business (or any loss, destruction, or compromise thereof), other than as would not reasonably be expected to adversely impact the operations of the Business as of the Initial Closing Date. The Seller Group and the Acquired Companies have taken commercially reasonable measures to protect all such information against, any such unauthorized use, access, disclosure, transmission, intrusions, interruptions, modifications, or breaches of security or loss, destruction, or compromise.

3.24 Disclaimer of Other Representations and Warranties. The Seller Representations are the only representations and warranties made by the Seller or any other member of the Seller Group with respect to the Business, the Acquired Companies, the Acquired Assets or the Assumed Liabilities. Except as specifically set forth in this Agreement or any other Transaction Agreement, (a) the Seller is selling the Acquired Assets to the Purchaser Group as is and where is and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Acquired Companies, the Acquired Assets or the Assumed Liabilities including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser Group after the Closings in any manner or (iii) the probable success or profitability of the Business after the Closings, and (b) none of the Seller, any other member of the Seller Group, or any of their respective Representatives or Affiliates will have or will be subject to any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser, its Affiliates or Representatives of the Purchaser, or the Purchasers use of, any information relating to the Business, the Acquired Companies, the Acquired Assets and the Assumed Liabilities, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Representatives, whether orally or in writing, in certain data rooms, management presentations, functional break-out discussions, responses to questions submitted on behalf of the Purchaser, due diligence reviews, or in any other form in expectation of the Contemplated Transactions, including during the negotiations of the Contemplated Transactions.

MASTER ACQUISITION AGREEMENT

Except as specifically set forth in, or qualified by any matter set forth in, the disclosure schedules, dated as of the date of this Agreement and delivered by the Purchaser to the Seller (collectively, the Purchaser Disclosure Schedule) (it being agreed that the disclosure of any matter in any section or subsection in the Purchaser Disclosure Schedule shall be deemed to have been disclosed in any other section or subsection in the Purchaser Disclosure Schedule to which the applicability of such disclosure is reasonably apparent on the face of such disclosure), the Purchaser represents and warrants to the Seller as follows:

4.1 Corporate Organization. The Purchaser is, and each member of the Purchaser Group will be at each applicable Closing, a Business Entity duly incorporated or organized, validly existing, and, to the extent applicable in its jurisdiction of incorporation or organization, in good standing under the laws of its jurisdiction of incorporation or organization, and has full power and authority to carry on its business as now conducted. Each member of the Purchaser Group is, or as of the applicable Closing will be, in all respects duly qualified as necessary to conduct the Business following the applicable Closing Date and, to the extent legally applicable, is, or as of the applicable Closing will be, in good standing under the Laws of each jurisdiction in which the Business is conducted, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Purchaser Material Adverse Effect.

4.2 Authorization. The Purchaser has, and each other member of the Purchaser Group will have at the applicable Closing, all power and authority it requires to execute, consummate the transactions contemplated by and perform its respective obligations under the Transaction Agreements to which it is a party. Each member of the Purchaser Group has obtained, or will have obtained prior to the applicable Closing Date, all organizational approvals necessary for the due and valid authorization of its execution, delivery and performance of the Transaction Agreements to which it is a party and the consummation by it of the Contemplated Transactions, as applicable. The Purchaser has duly and validly executed and delivered the Principal Agreements and, on or prior to the applicable Closing, each member of the Purchaser Group will have duly and validly executed and delivered the other Transaction Agreements to which it is a party. Assuming the due authorization, execution and delivery of the Transaction Agreements by the other parties thereto, the Principal Agreements are, and at each applicable Closing each other Transaction Agreement will be, a valid and binding obligation of each member of the Purchaser Group that is a party hereto or thereto, as applicable, enforceable against such member of the Purchaser Group in accordance with its terms, subject, as to enforceability, to (a) Laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, preferential transfers or the relief of debtors, and (b) Laws governing specific performance, injunctive relief and other equitable remedies or general principles of equity.

4.3 No Conflict. Except for the requirements of the HSR Act and any Antitrust Laws of jurisdictions outside the United States of America (if and to the extent any of the foregoing Laws may apply), the execution, delivery and performance by each member of the Purchaser Group of the Transaction Agreements to which it is a party and/or the consummation by each such member of the Purchaser Group of the Contemplated Transactions, as applicable, do not and will not, as applicable, (a) conflict with or violate any provision of the Purchasers certificate of incorporation or bylaws (or the equivalent organizational documents of the applicable member of the Purchaser Group), each as amended to date, (b) require any member of the Purchaser Group to make any filing with any Governmental Entity or obtain any material Governmental Authorization, except where the failure to obtain such Governmental Authorization or to make such filing would not prevent or materially delay the consummation by the Purchaser Group of the Contemplated Transactions or the performance by the Purchaser Group of any of its material obligations under the Transaction Agreements or as may be necessary as a result of any facts or circumstances relating to the Seller or its Affiliates), (c) result in a breach or default under, create

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document in any Person the right to accelerate, terminate, modify or cancel, or require any prior notice, consent or waiver under, any material agreement or instrument to which the Purchaser or one of its Affiliates is a party, in any case with or without due notice or lapse of time or both, or (d) violate any material Law or Order applicable to the Purchaser Group.

4.4 Legal Proceedings. There is no Legal Proceeding pending or, to the Knowledge of the Purchaser, threatened by or against any member of the Purchaser Group that questions or challenges the validity of this Agreement or the ability of the Purchaser Group to consummate any of the Contemplated Transactions.

4.5 Available Financing.

(a) The Purchaser has delivered to the Seller a true, correct and complete copy of the executed Debt Commitment Letter. The Debt Commitment Letter and the commitments thereunder are in full force and effect on the date hereof, have not been amended or modified or withdrawn, waived or rescinded except as permitted hereby and, as of the date hereof, (i) there is no breach or default existing (or which with notice or lapse of time or otherwise may exist) thereunder and (ii) the Purchaser does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary for the satisfaction of each of the items described in the final sentence of this paragraph (a) will not be available to the Purchaser on the Initial Closing Date. The Debt Commitment Letter constitutes a legal, valid and binding obligation of the Purchaser and, to the Knowledge of the Purchaser, the other parties thereto, in each case except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors rights generally. Upon the funding of the Financing in accordance with and subject to its terms and conditions, the aggregate proceeds of the Financing plus unrestricted cash on hand as of the Initial Closing Date are sufficient to satisfy the obligation to pay (A) the Closing Purchase Price Payment, (B) all fees and expenses incurred by the Purchaser in connection with the Contemplated Transactions that are due and payable and required to be paid on the Initial Closing Date and (C) all other amounts (including refinancing or repayment of any debt) required to be paid by the Purchaser Group on the Initial Closing Date to consummate the Initial Closing (including the transactions contemplated or required by the Debt Commitment Letter) (the sum of clauses (A), (B) and (C) above, the Required Closing Amount).

(b) Except as otherwise specifically set forth in the Debt Commitment Letter, (i) there are no conditions precedent, flex provisions or other contingencies to the obligations of the parties thereto to fund the Financing contemplated by the Debt Commitment Letter; (ii) there are no contingencies that would permit the parties thereto either to reduce the total amount of the Financing contemplated by the Debt Commitment Letter or to impose any additional conditions precedent or contingency to the availability of the Financing contemplated by the Debt Commitment Letter; and (iii) there are no side letters or other contracts or agreements that could impact the availability of the financing or the commitment by the lenders under the Debt Commitment Letter to provide the Financing, or the conditions, the Certain Funds provisions, the flex provisions or the termination provisions of the Debt Commitment Letter.

4.6 Solvency. The Purchaser is not entering into the transactions contemplated by this Agreement with the actual intent to hinder, delay or defraud either present or future creditors

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document of the Purchaser or any of its subsidiaries. Assuming the satisfaction of the conditions set forth in Section 6.3 to the Purchasers obligation to consummate the Contemplated Transactions, the Purchaser and its subsidiaries (on a consolidated basis) will be Solvent on a pro forma basis after giving effect to the transactions contemplated hereby, including the Financing and payment of all related fees and expenses. As used in this Section 4.6, the term Solvent means, with respect to any person as of a particular date, that on such date, (a) the fair value of the assets (on a going concern basis) of such person, on a consolidated basis, exceeds, on a consolidated basis, its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property (on a going concern basis) of such person, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business; (c) such person, on a consolidated basis, is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured in the ordinary course of business; and (d) such person, on a consolidated basis, is not engaged in, and is not about to engage in, business contemplated as of the date hereof for which it has unreasonably small capital.

4.7 Brokers Fees. No member of the Purchaser Group has any Liability to pay any fees or commissions to any broker, finder or agent with respect to the Contemplated Transactions except fees which will be borne entirely by the Purchaser.

4.8 Disclaimer of Other Representations and Warranties. The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in this Agreement, neither the Seller nor any of its Subsidiaries, nor any of their respective Affiliates or Representatives, makes, or has made, any representation or warranty relating to itself or the Business or otherwise in connection with the Contemplated Transactions, and the Purchaser is not relying on any representation or warranty except for those expressly set forth in the Principal Agreements. The Purchaser acknowledges that it has conducted, to its satisfaction, its own independent investigation of the condition, operations and business of the Business and, in making its determination to proceed with the Contemplated Transactions, the Purchaser has relied on the results of its own independent investigation.

ARTICLE 5 PRE-CLOSING COVENANTS

5.1 Interim Operations.

(a) From the date of this Agreement until the applicable Closing, except with the prior written consent of the Purchaser, otherwise required or contemplated by this Agreement or any other Transaction Agreement, as required by applicable Law or Order, or as set forth on Schedule 5.1, each of the Acquired Companies, the Seller and each other member of the Seller Group shall (i) conduct the Business and use and/or hold for use the Acquired Assets only in the Ordinary Course and in material compliance with all applicable Laws and Orders; (ii) use Reasonable Efforts to (A) preserve intact the Business and the Acquired Assets, (B) maintain its rights and franchises with respect to the Business and the condition of the Acquired Assets (except for ordinary wear and tear) and (C) maintain the Business goodwill and existing relationships with customers, suppliers and distributors and any other Persons with whom it has a significant business relationship; and (iii) pay all Accounts Payable and collect all Accounts Receivable only in the Ordinary Course.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Without limiting the generality of the foregoing, from the date of this Agreement until the applicable Closing, except with the prior written consent of the Purchaser (which consent may not be unreasonably withheld, delayed or conditioned), otherwise required or contemplated by this Agreement or any other Transaction Agreement, as required by applicable Law or Order, or as set forth on Schedule 5.1, the Acquired Companies and, with respect to the Business, the Seller and the members of the Seller Group, shall not take any of the following actions: (i) increase or improve the remuneration, benefits or terms of employment of any In-Scope Employee (as defined in the Employee Matters Agreement) other than (A) in the Ordinary Course, (B) as required by Law or Order, (C) pursuant to any Employee Benefit Plan of the Seller or the Seller Group as in effect on the date hereof (to the extent such increase applies to all employees of the Seller or the Seller Group), (D) as expressly provided for in the Employee Matters Agreement or any agreements forming a part thereof, or (E) in connection with retention agreements entered into in connection with the Contemplated Transactions (copies of which have been provided to the Purchaser and each of which is listed on Schedule 5.1(b)(i)); (ii) make any loan or advance to any Person other than any vendor financing consistent with past practice or otherwise in the Ordinary Course; (iii) acquire (including by merger, consolidation or acquisition of stock or assets) any entity, business or material portion of the assets of any Person; (iv) adopt a plan to, in whole or part, liquidate, dissolve, merge, consolidate or recapitalize any of the Acquired Companies; (v) other than as permitted pursuant to subsection (vi) below, sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of any Acquired Assets or any interest therein, except for (A) sales of Inventory in the Ordinary Course or other immaterial sales or dispositions; (B) products and services sold or assets otherwise disposed of in the Ordinary Course, (C) the transfer of Cash of the Business or any Acquired Company (it being expressly acknowledged and agreed by the Purchaser that the Seller shall be entitled to cause the transfer or distribution by the Seller Group or the Acquired Companies of all Cash held by the Seller Group or the Acquired Companies, including any Transferred Cash held in the Transferred Accounts, prior to the Initial Closing), or (D) the renewal, extension or amendment for a term that is no greater than two (2) years and otherwise on terms no less favorable in the aggregate than existing on the date hereof of any Assumed Real Property Lease in the Ordinary Course; (vi) license, transfer, assign, or subject to any Encumbrance any Intellectual Property constituting an Acquired Asset, except for non-exclusive licenses to Intellectual Property granted in the Ordinary Course; or take any action (or fail to take any action) that would reasonably be likely to result in the loss, lapse, abandonment, invalidity or unenforceability of any such material Intellectual Property;

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (vii) (A) make any material express or deemed election relating to Taxes that is inconsistent with past practices, (B) change or revoke any express or deemed election relating to Taxes unless otherwise required by Law, (C) file an amended Tax Return unless otherwise required by Law, (D) settle or compromise any material Legal Proceeding or other controversy relating to Taxes, (E) change any of its methods or periods of reporting income or deductions for Income Tax purposes from those used in the preparation of the Income Tax Returns unless otherwise required by Law, (F) extend the limitations period for any claims or assessments of Taxes, (G) fail to file (or cause to be filed), on or prior to the due date thereof, all Tax Returns required to be filed for all Pre-Closing Periods, (H) fail to pay any Tax that is due and payable or shown as payable on a Tax Return, (I) surrender any right to claim a refund of Taxes (except for refund of Taxes which the Seller is entitled to pursuant to Section 9.3), or (J) enter into any closing agreement or advance pricing agreement, in each case, if such election, amendment, settlement, change, extension, filing, or agreement, or other action is reasonably expected to materially increase any Tax liability of any Acquired Company or the Purchaser Group for any Post-Closing Period; (viii) with respect to the Acquired Companies, incur any indebtedness for borrowed money in excess of $1,000,000 or in respect of which the Purchaser or an Acquired Company would be responsible for repaying after the Initial Closing Date, or assume, guarantee or endorse such obligations of any other Person, or permit any of the Acquired Assets to become subject to any Encumbrance, other than Permitted Encumbrances; (ix) other than in the Ordinary Course, issue or enter into any guarantees and bonds; (x) waive, release or assign any material rights or Claims of the Acquired Companies, or to the extent otherwise constituting, relating to or arising from the Acquired Assets or Assumed Liabilities; (xi) settle or compromise, or agree to the entry of any Order in respect of, any Claim or Legal Proceeding involving any of the Acquired Assets or Assumed Liabilities or any Acquired Company other than settlements, compromises and Orders which are immaterial or which do not impose any material limitations on the conduct or operation of the Business or include any payment obligations in excess of $500,000 that would be binding on a member of the Purchaser Group or an Acquired Company following the applicable Closing; (xii) make any new commitment for capital expenditures in excess of $1,000,000 or increase any previous commitment for capital expenditures by greater than $1,000,000 (other than with respect to production tooling which will not exceed an additional $6,000,000 in the aggregate);

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (xiii) make any payment to, or enter into any transaction with, any Affiliate other than payment of ordinary compensation to employees or under Material Contracts existing as of the date hereof, the provision of benefits under Employee Benefit Plans existing as of the date hereof, transactions between or among Acquired Companies or otherwise in the Ordinary Course; (xiv) take any action or fail to take any action that would reasonably be expected to result in a Material Adverse Effect on the Business or the Seller; (xv) other than as permitted pursuant to subsection (vi) above, enter into any Contract limiting or purporting to limit the ability of the Business to compete in any line of business or with any Person or in any geographic area or during any period of time (excluding any covenants relating to the nonsolicitation of employees or service providers); (xvi) issue, sell, pledge, grant, transfer, encumber or otherwise dispose of any shares of capital stock or other equity securities of any Acquired Company, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock or other equity securities of the Acquired Companies or any stock appreciation rights, restricted stock units, stock-based performance units, phantom stock awards or other rights that are linked to the value of the common stock or the value of any Acquired Company or any part thereof; (xvii) declare, set aside, establish a record date for, make or pay any dividend (other than a dividend of Cash) or other distribution of any property (other than Cash) with respect to any of the capital stock of any Acquired Company; (xviii) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of capital stock or securities convertible or exchangeable into or exercisable for any shares of capital stock of any Acquired Company; (xix) enter into, approve or recommend, or permit any Acquired Company to enter into, any agreement requiring the Seller or any other member of the Seller Group to abandon, terminate, delay or fail to consummate the Consummated Transactions, or requiring the Seller or any other member of the Seller Group to fail to comply with this Agreement; (xx) terminate, waive, amend or modify any provision of, or grant permission under, any standstill, confidentiality agreement or similar Contract to which any Acquired Company or member of the Seller Group is a party and that relates to any potential Alternative Transaction; (xxi) make any amendment to any of the Acquired Companies certificates of incorporation, operating agreements or any other organizational and governance documents;

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (xxii) disclose any trade secrets or other material confidential information (other than pursuant to a written confidentiality agreement entered into in the Ordinary Course with reasonable protections of, and preserving all rights of the Seller, the Acquired Companies, the Business, and the other members of the Seller Group in such trade secrets and other confidential information) or knowingly receive any trade secrets or other confidential information of any Person in violation of any obligation of confidentiality; or (xxiii) authorize, commit or agree to do any of the foregoing.

5.2 Access to Information. From the date of this Agreement until the Initial Closing, subject to the requirements and limitations of applicable Law (including Antitrust Laws) and Orders, the Seller will allow the Purchaser and its Representatives, and potential financing sources, at the Purchasers sole expense and in accordance with the procedures to be agreed upon by the parties, access through an Authorized Seller Representative and upon reasonable notice and during normal working hours to (a) such materials and information about the Business as the Purchaser may reasonably request, and (b) specified members of management of the Business as the parties may reasonably agree. Notwithstanding the foregoing, the Purchaser expressly acknowledges and agrees that (i) during any period of regulatory review, including pursuant to applicable Antitrust Laws, access to materials and information about the Business will be limited as required by applicable Law and Orders; and (ii) it will not, and will cause its Affiliates to not, contact or otherwise communicate with, either orally or in writing, any employee, officer, director, distributor, partner, customer or supplier of the Business (including, for such purpose, any employee of the Acquired Companies or the Seller Group who provides any service to the Business) without the prior written consent of the Seller, which consent may be provided by electronic mail confirmation by an Authorized Seller Representative. To the extent discussions with respect to the Contemplated Transactions with distributors, partners, customers or suppliers of the Business shall take place prior to the Initial Closing Date, the Seller shall be entitled to have a representative present in all such discussions. The Purchaser agrees that any investigation undertaken pursuant to the access granted under this Section 5.2 shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business or the other businesses of the Seller and its Affiliates. The investigation contemplated by this Section 5.2 shall not affect or otherwise diminish or obviate in any respect, or affect the Purchasers right to rely upon, any of the representations, warranties or covenants of the Seller or the indemnification rights of the Purchaser contained in this Agreement. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor any of its Affiliates shall be required to provide access to or disclose information where such access or disclosure would jeopardize attorney- client privilege or contravene any applicable Laws or Orders and counsel has so advised the Seller or its Affiliates in writing, it being understood that the Seller shall use Reasonable Efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not jeopardize attorney-client privilege or contravene any applicable Laws.

5.3 Intercompany Arrangements. Except as may be mutually agreed by the parties, any intercompany contracts, arrangements, financing agreements, intercompany loans, transactions, accounts, commitments and claims between any Acquired Company, on the one hand, and any member of the Seller Group, on the other hand, shall be terminated (or deemed terminated without any action on the part of any party), effective no later than as of the Initial

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Closing, other than Transaction Agreements or any other arrangement entered into pursuant hereto or in connection with the Contemplated Transactions. Schedule 5.3 sets forth any financing agreements and intercompany loans between the Acquired Companies that will not be terminated prior to the Initial Closing Date.

5.4 Resignations. On or prior to the applicable Closing Date, the Seller will deliver to the Purchaser the duly signed resignation letters, effective at the time of the applicable Closing, of all officers and directors of the Acquired Companies who are not Transferred Employees from their officer or director positions, as applicable, with any Acquired Company.

5.5 Confidentiality.

(a) Each party agrees not to issue any press release or make any other public announcement relating to this Agreement or the other Transaction Agreements without the prior written approval of the other party, except that each party reserves the right, without the other partys prior consent, to make any public disclosure it believes in good faith is required by applicable securities Laws or securities listing standards, including the filing of this Agreement with the SEC (in which case the disclosing party agrees to use Reasonable Efforts to advise the other party prior to making such disclosure). The parties agree that the initial press release to be issued with respect to the Contemplated Transactions shall be in the form mutually agreed to by the parties. Notwithstanding the foregoing, (i) to the extent the content of any press release or other public statement has been made in accordance with this Section 5.5, no separate approval shall be required in respect of such content to the extent replicated in whole or in part in any subsequent press release or other public statement, and (ii) the parties may make public statements in response to questions by the press, analysts, investors or those attending industry conferences or financial analysts conference calls, so long as any such statements are consistent with the initial press release and other press releases and public statements made jointly by the parties or made by one party in accordance with this Section 5.5 and do not reveal material nonpublic information regarding this Agreement or the Contemplated Transactions.

(b) Each party agrees to continue to abide by that certain Non-Disclosure Agreement dated as of November 21, 2013 (the NDA), the terms of which are incorporated by reference in this Agreement and which terms will survive until the Initial Closing, at which time the NDA will terminate with respect to any Acquired Asset or Assumed Liability; provided, however, that if this Agreement is, for any reason, terminated prior to the Initial Closing, the NDA will continue in full force and effect. Except as contemplated by subsection (a) hereof, the existence of this Agreement and the other Transaction Agreements and the terms hereof and thereof (including the exhibits and schedules appended hereto and thereto) will be deemed Confidential Information for purposes of the NDA.

5.6 Regulatory Filings; Consents.

(a) Subject to the terms and conditions of this Agreement, the parties agree to use Reasonable Efforts to (i) make all necessary and appropriate filings with all applicable Governmental Entities and obtain required approvals and clearances with respect thereto, and (ii) obtain all material consents, waivers, approvals, authorizations and orders of any Person required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Contemplated Transactions.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Without limiting the generality of Section 5.6(a), each of the Seller and the Purchaser agrees to (i) as soon as practicable following the date of this Agreement, but in no event later than the earlier of (A) the date legally required for filing and (B) the tenth (10th) Business Day following the date of execution and delivery of this Agreement (except as otherwise agreed by the parties), file any notification and report forms and related material that it may be required to file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and seek an early termination of the applicable waiting period, and (ii) make, using Reasonable Efforts, any further filings or information submissions that may be requested, necessary, proper or advisable pursuant to the HSR Act. In addition, each party agrees to file with the applicable Governmental Entity, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under any other applicable United States federal or state or foreign statutes, rules, regulations, Orders, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, together with the HSR Act, the Antitrust Laws). Each party will promptly notify the other party of any material communication it or any of its Affiliates receives from any Governmental Entity relating to the Contemplated Transactions, and will permit the other party to review in advance, if possible, any proposed material communication by such party to any Governmental Entity. Neither party will agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party and/or its outside counsel the opportunity to attend and participate at such meeting. The parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each party will provide to counsel for the other party copies of all material correspondence, material filings or material communications between them or any of their Representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the Contemplated Transactions; distribution of these materials may be limited to outside counsel only, upon reasonable request of the providing party.

(c) Notwithstanding any other provision in this Section 5.6 or elsewhere in this Agreement, the Purchaser and the Seller will each pay one half of any and all filing fees due under the HSR Act and any other Antitrust Laws of jurisdictions outside of the United States of America in connection with the filings described above and neither the Seller nor any other member of the Seller Group will have any Liability with respect to the payment of such filing fee other than its own internal costs.

(d) Without limiting the generality of Sections 5.6(a) and (b), the Purchaser and the Seller will each (i) use its Reasonable Efforts to achieve substantial compliance as promptly as practicable with any request for additional information or documentary material issued by a Governmental Entity under 15 U.S.C. § 18a(e) and in conjunction with the Contemplated Transactions (a Second Request), (ii) certify substantial compliance with any

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Second Request as promptly as practicable after the date of such Second Request, but in no event later than sixty (60) days from receipt of the Second Request, (iii) take all actions necessary to assert, defend and support its certification of substantial compliance with such Second Request, and (iv) not extend any waiting period under the HSR Act or enter into any agreement with such Governmental Entities or other authorities to delay or otherwise not to consummate as soon as practicable any of the Contemplated Transactions except with the prior written consent of the other party hereto, which consent may be withheld in the sole discretion of the non-requesting party.

(e) Notwithstanding anything to the contrary set forth herein, each party will use its Reasonable Efforts to resolve such objections, if any, as may be asserted by any Governmental Entity or private plaintiff with respect to the Contemplated Transactions under the HSR Act and any other Antitrust Laws. In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as a violation of any Antitrust Law, each party will cooperate and use its Reasonable Efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Contemplated Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement, the parties decide that litigation is not in their respective best interests. Notwithstanding the foregoing, in the event any such litigation, negotiation or other action is not reasonably capable of being resolved by the Termination Date, the Purchaser shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its subsidiaries (including any of the Acquired Assets), or otherwise offer to take or offer to commit to take any action which it is capable of taking (and if such offer is accepted, take or commit to take such action) that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Purchaser or its subsidiaries (including the Business), in order to avoid the entry of, or to effect the dissolution of, any Order in any suit or proceeding, which would have the effect of preventing or delaying the Initial Closing Date beyond the Termination Date, except as would be or create a material adverse effect upon the Purchaser or the value of the Business to the Purchaser. From the date hereof until the date of the final Closing (the Final Closing Date), neither the Seller nor the Purchaser will enter into any agreement or commitment with, or propose any agreement or commitment to, any Governmental Entity with respect to matters arising under the HSR Act or other Antitrust Laws or otherwise relating to the Contemplated Transactions without the written consent of the other party.

5.7 Satisfaction of Conditions Precedent. Without limiting any other provision of this Agreement, upon the terms and subject to the conditions set forth in this Agreement, the Purchaser and the Seller shall each use Reasonable Efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or Order or otherwise to consummate and make effective the Contemplated Transactions as soon as practicable after the date hereof; provided that nothing in this Section 5.7 shall require the Purchaser or the Seller to waive any of the conditions set forth in Article 6. Without limiting the generality of the foregoing, (a) if all other conditions to a partys obligation to effectuate the applicable Closing and the consummation of the Contemplated Transactions have been satisfied

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document or waived, such Party shall execute and deliver at the applicable Closing all Transaction Agreements applicable to such Closing to which it is a party, and (b) each party agrees to use its reasonable best efforts to contest and resist any Legal Proceeding that may be commenced by any of such partys shareholders challenging or seeking to restrain any Contemplated Transaction.

5.8 Financing.

(a) The Purchaser will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or, in the Purchasers reasonable determination, advisable to arrange, consummate and obtain the financing on the terms and conditions described in the Debt Commitment Letter (as such terms and conditions may be modified or adjusted in accordance with the terms thereof and within the limits of the market flex provisions in the Fee Letter) (the Financing), and (1) not borrow funds or voluntarily incur liabilities which materially increase the likelihood of a failure of the condition set forth in paragraph 2 of Exhibit C to the Debt Commitment Letter and (2) will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter if such amendment, modification or waiver would (i) reduce the aggregate amount of the Financing plus unrestricted cash on hand at the time of the Initial Closing below the Required Closing Amount or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing, in the case of either clause (i) or (ii) above, in a manner that would reasonably be expected to (A) prevent, impede or delay the ability of the Purchaser to consummate the Initial Closing, (B) make any portion of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to be obtained or prevent, impede or delay in any material respect the funding of the Financing or (C) adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Debt Commitment Letter; provided that the Purchaser may, without the consent of the Seller, (1) amend the Debt Commitment Letter (A) in accordance with the market flex provisions thereof and (B) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (2) otherwise amend or replace the Debt Commitment Letter so long as in the case of this clause (2), (x) such amendment does not impose terms or conditions that would reasonably be expected to prevent, impede or delay in any material respect the ability of the Purchaser to consummate the Initial Closing or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Debt Commitment Letter and (y) with respect to replacements, the replacement debt commitments otherwise satisfy the terms and conditions of an Alternative Financing set forth below. In the event of such amendment or replacement of the Debt Commitment Letter as permitted by the proviso to the immediately preceding sentence, the financing under such amended or replaced Debt Commitment Letter will be deemed to be the Financing as such term is used in this Agreement, and the commitment letter evidencing any Alternative Financing (as defined below) will be deemed to be the Debt Commitment Letter as such term is used in this Agreement. The Purchaser will use reasonable best efforts to (I) maintain in effect the Debt Commitment Letter (including any definitive agreements entered into in connection therewith), (II) satisfy on a timely basis (or obtain the waiver of) all conditions in the Debt Commitment Letter applicable to, and within the control of, the Purchaser necessary to obtaining the Financing on the Initial Closing Date and comply with its obligations thereunder, (III) consummate the Financing on or prior to the Initial Closing Date and (IV) fully enforce the

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document counterparties obligations and its rights under the Debt Commitment Letter, including by suit or other appropriate proceeding (including by seeking specific performance) to cause the lenders under the Debt Commitment Letter to fund in accordance with their respective commitments. The Purchaser will keep the Seller reasonably informed on a current basis and in reasonable detail of the status of the Purchasers efforts to arrange the Financing and to satisfy the conditions thereof and shall provide to the Seller, upon request, copies of any amendments, modifications or supplements to or replacements of the Debt Commitment Letter related to the availability of the Financing, the commitment by the lenders to provide the Financing, or the conditions, the Certain Funds provisions, the flex provisions or the termination provisions of the Debt Commitment Letter. In the event that the Purchaser commences an enforcement action to enforce its rights under the Debt Commitment Letter or the definitive agreements entered into in connection therewith and/or to compel the financing sources under the Debt Commitment Letter to fund the Financing (any such action, a Financing Action), the Purchaser shall keep the Seller reasonably informed of the status of the Financing Action. If any portion of the Financing becomes reasonably likely to be unavailable or the Purchaser becomes aware of any event or circumstance that is reasonably likely to result in any portion of the Financing being unavailable, in each case, on the terms and conditions (including any market flex provisions) contemplated in the Debt Commitment Letter, (i) the Purchaser will promptly notify the Seller and (ii) the Purchaser will use reasonable best efforts to arrange and obtain alternative financing (A) in an amount sufficient, when added to any portion of the Financing that is available and unrestricted cash on hand and other readily available liquidity, to pay in cash the Required Closing Amount and (B) that does not impose new or additional conditions that were not contained in the Debt Commitment Letter or otherwise expands, amends or modifies any of the conditions or contingencies that were contained in the Debt Commitment Letter (taking into account the market flex provisions of the Debt Commitment Letter) not materially less favorable or more onerous to the Purchaser or the Seller, taken as a whole (Alternative Financing) as promptly as practicable following the occurrence of such event. The Purchaser shall provide a true, correct and complete copy of each alternative financing commitment (together with a redacted copy of any related fee letter) to the Seller. Notwithstanding the foregoing, it is understood and agreed that Alternative Financing may take the form of senior secured or senior second secured term loans with substantially similar terms to any first lien term loans (except for customary cushions and other modifications) in lieu of debt securities and if a commitment for second secured term loans is obtained, the conditions may be expanded to include customary supplemental security documents and a customary intercreditor agreement. In such event, (1) the term Financing will be deemed to include any Alternative Financing and (2) the term Debt Commitment Letter will be deemed to include any commitment letters with respect to any such Alternative Financing. Without limiting the generality of the foregoing, the Purchaser shall give the Seller notice as promptly as reasonably practicable and in any event within two (2) Business Days: (I) of any breach or default by any party to the Debt Commitment Letter or definitive document related to the Financing of which the Purchaser becomes aware; (II) of the receipt of any written notice or other written communication from any Financing Source with respect to (X) any breach, default, termination or repudiation by any party to the Debt Commitment Letter or any definitive document related to the Financing of any provisions of the Debt Commitment Letter or any definitive document related to the Financing or (Y) any material dispute or disagreement between or among any parties to the Debt Commitment Letter or any definitive document that pertains to the availability of the Financing or the commitment

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document by the lenders under the Debt Commitment Lender to provide the Financing, or the conditions, the Certain Funds provisions, the flex provisions, the termination provisions of the Debt Commitment Letter; and (III) if for any reason the Purchaser believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or the definitive documents related to the Financing. As soon as reasonably practicable, but in any event within five (5) Business Days of the date the Seller delivers a written request to the Purchaser, the Purchaser shall provide any information reasonably requested by the Seller relating to any circumstance referred to in clause (I), (II) or (III) of the immediately preceding sentence.

(b) Through the Initial Closing Date, the Seller will provide to the Purchaser, and will cause its Subsidiaries to provide, at the Purchasers cost and expense as provided in Section 5.8(e), in each case subject to Section 10.5, all cooperation reasonably requested by the Purchaser that is customary or reasonably necessary in connection with arranging, obtaining and syndicating the Financing and causing the conditions in the Debt Commitment Letter to be satisfied as such matters relate to the Acquired Companies and the Business, including using Reasonable Efforts in (i) assisting with the preparation prior to the Marketing Period of offering and syndication documents and materials in connection with the Financing, including (A) private placement memoranda, registration statements and prospectuses and (B) information memoranda and packages, lender and investor presentations and rating agency materials, and providing reasonable and customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and containing customary information (all such documents and materials, collectively, the Offering Documents), (ii) preparing and furnishing to the Purchaser and the Financing Sources as promptly as reasonably practicable (A) all Required Information, (B) to the extent it is reasonably available to the Seller and not previously made otherwise available to the Purchaser, all pertinent information reasonably necessary for the Purchaser to prepare pro forma financial statements and projections or otherwise as is requested and customarily provided in connection with any financing comparable to the Financing and (C) all other information and disclosures relating to the Acquired Companies and the Business (including their businesses, operations and financial projections) as may be reasonably requested by the Purchaser to assist in preparation of the Offering Documents (including execution of customary authorization and management representation letters relating to the Acquired Companies and the Business), (iii) having the Seller designate members of senior management of the Acquired Companies and the Business to participate in a reasonable number of presentations, road shows, due diligence sessions, drafting sessions and sessions with ratings agencies in connection with the Financing, (iv) assisting the Purchaser in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Commitment Letter, (v) assisting in the preparation of definitive financing documents (including any schedules, annexes or exhibits thereto and any pro forma financial statements and financial projections, in each case, customarily required to be delivered thereunder), (vi) subject to any contractual agreement in effect, assisting in the pledging of collateral for the Financing, including taking commercially reasonable actions necessary to permit the Financing Sources to evaluate the Acquired Companies and the Businesss real property and current assets, cash management and accounting systems, policies and procedures for the purpose of establishing collateral arrangements, in each case, to the extent customary and not unreasonably interfering with the business of the Seller, (vii) assisting in obtaining, to the extent applicable, from the Sellers existing lenders such consents, approvals, authorizations and instruments which may be

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document reasonably requested by the Purchaser in connection with the Financing and collateral arrangements, including customary payoff letters, lien releases, release of guaranties, instruments of termination or discharge, (viii) providing the Purchaser with all documentation and other information required by regulatory authorities and as reasonably requested by the Purchaser on behalf of Financing Sources with respect to the Acquired Companies and the Business in connection with applicable know your customer and anti-money laundering rules and regulations, including the USA PATRIOT ACT, Title III of Pub. L. 107-56 (signed into law October 26, 2001) and (ix) preparing and delivering to the Purchaser any supplements to the above information as may be reasonably required pursuant to the Debt Commitment Letter. The Seller hereby consents to the use of the Acquired Companies and the Businesss logos, trademarks and servicemarks in connection with the Financing in a form and manner mutually agreed with the Seller; provided, however, that such logos are used in a customary manner and solely in a manner that is not intended, or reasonably likely, to harm or disparage the Seller or any of its Subsidiaries or the reputation or goodwill of the Seller or any of its Subsidiaries. The Seller will, upon the reasonable request of the Purchaser, use Reasonable Efforts to periodically update any information (to the extent it is reasonably available) to be included in any Offering Document to be used in connection with such Financing, so that the Purchaser may ensure that any such Required Information remains Compliant.

(c) Notwithstanding the requirements of Section 5.8(b), (i) the Purchaser shall solely be responsible for provision of any post- Initial Closing pro forma financial information, including cost savings, synergies, capitalization, ownership, purchase accounting adjustments or other pro forma adjustments (provided, that for the avoidance of doubt, the Seller shall provide the Purchaser with financial and other information relating to the Acquired Companies and the Business reasonably requested by the Purchaser to allow the Purchaser to prepare such pro forma financial information, including projections of the Acquired Companies and the Business), (ii) none of the Seller, any of its Subsidiaries, or any of their respective Representatives shall be required to enter into any certificate, document, agreement or instrument in connection with the Financing which will be effective prior to the Initial Closing Date (other than in connection with the issuance of a customary comfort letter by the Sellers auditors in connection with the pricing and closing of any high-yield debt offering in connection with the Financing), (iii) nothing herein shall require cooperation contemplated thereby to the extent it would interfere unreasonably or materially with the business or operations of the Seller or any of its Subsidiaries (it being agreed that contacting the customers of the Seller without the Sellers consent shall constitute unreasonable interference), (iv) none of the Seller and any of its Subsidiaries will be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Initial Closing Date, (v) nothing herein shall require cooperation or assistance from a Seller director, officer or employee to the extent such director, officer or employee is reasonably likely to incur any personal financial liability by providing such cooperation or assistance that will not be repaid, reimbursed or indemnified in full by the Purchaser and (vi) neither the Seller nor any of its Subsidiaries (excluding the Acquired Companies on the Initial Closing Date after giving effect to the Initial Closing) shall (except as expressly set forth in this Agreement) have any liability or obligation under any credit agreement or any related document or any other agreement or document related to the Financing (or any alternative financing that the Purchaser may raise in connection with the transactions contemplated by this Agreement) or be required to incur any other liability in connection therewith.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) After giving effect to the receipt of the net proceeds contemplated by the Debt Commitment Letter plus unrestricted cash on hand, the Purchaser will have available on the Initial Closing Date cash in an aggregate amount sufficient to pay the Required Closing Amount.

(e) The Purchaser will promptly, upon request by the Seller, reimburse the Seller for all documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys fees) incurred by the Seller or any of its Subsidiaries in connection with the cooperation of the Seller and its Subsidiaries contemplated by Section 5.8(b), including in connection with the Sellers obligations under Section 5.11. The Purchaser will indemnify and hold harmless the Seller, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing (including any action taken in accordance with this Section 5.8) and any information used in connection therewith, except with respect to any information relating to the Seller or the Acquired Companies or the Business provided in writing by the Seller or any of its Subsidiaries specifically for use in the Financing offering documents or any fraud or intentional misrepresentations or willful misconduct or gross negligence by any such Persons.

(f) All information provided by the Seller or any of its Representatives pursuant to this Section 5.8 that consists of confidential information pursuant to the NDA shall be kept confidential in accordance with the NDA, except that the Purchaser shall be permitted to disclose such information to Financing Sources and other lenders or potential lenders in accordance with the terms of the Debt Commitment Letters, subject to customary confidentiality undertakings by the Financing Sources and other lenders and potential lenders similar to those in the NDA.

5.9 Bulk Transfer Laws. The Purchaser hereby waives compliance by the Acquired Companies or each member of the Seller Group with any applicable bulk sale or bulk transfer Laws of any jurisdiction in connection with the Contemplated Transactions.

5.10 Insurance.

(a) From and after the Initial Closing and, for the avoidance of doubt, except for insurance policies acquired directly by and in the name of one or more Acquired Companies or direct self-insurance programs of the Acquired Companies, the Acquired Assets, Assumed Liabilities and Acquired Companies shall cease to be insured by the Sellers or its Affiliates insurance policies or by any of their self-insured programs (collectively, the Seller Insurance Policies), including by TCS Insurance Company of Ireland, Ltd. and/or TCS Reinsurance Company of Ireland, Ltd. With respect to events or circumstances relating to the Acquired Assets, Assumed Liabilities or Acquired Companies that occurred or existed prior to the applicable Closing Date that are covered by the Seller Insurance Policies that are occurrence-based liability insurance policies and any workers compensation insurance policies and/or comparable workers compensation self-insurance, state or country programs that apply to the locations at which the Acquired Companies businesses are operated, upon the reasonable request of the Purchaser, the Seller shall make claims, pursuant to the terms of this Section 5.10(a), for the benefit of a member of the Purchaser Group or an Acquired Company, under such policies and programs to the extent such coverage and limits are available under such

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document policies and programs and subject to the Purchaser paying, or causing the applicable member of the Purchaser Group or Acquired Company to pay, any applicable deductible. For the avoidance of doubt, the Purchaser shall be responsible for the payment of any applicable deductible. The Seller and its Affiliates shall retain all rights to control its insurance policies and programs and claims made thereunder, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs or claims made thereunder, notwithstanding whether any such policies or programs apply to any Acquired Asset, Assumed Liability or Acquired Company. For the avoidance of doubt, the right of the Seller and its Affiliates to control claims includes the right to control any matters reasonably necessary to preserve, present and prosecute such claim. To the extent that the Purchaser desires to assert a claim that may be covered by a Seller Insurance Policy pursuant to this Section 5.10(a), the Purchaser will deliver a written notice to the Seller, which notice must contain (i) a description of, and an estimated amount payable pursuant to, such claim, (ii) the applicable insurance policy under which the Purchaser is asserting such claim to the extent known, and (iii) a reasonable explanation of the basis for the claim. The Seller will either (A) agree to control such claim with the applicable insurance carrier, or (B) dispute that the claim is covered in whole or in part, provided that in either event the Seller will, or will cause its applicable Affiliate to, make Reasonable Efforts to give notice of claim to the insurer which maintains the insurance policy or policies identified by the Purchaser in its notice to the Seller, and the Purchaser will, and will cause its Affiliates (including the members of the Purchaser Group and the Acquired Companies) to, at all times cooperate with reasonable requests for information by the Seller and its Affiliates or the insurers regarding any such claim. The Purchaser will promptly pay or reimburse the Seller and its Affiliates for all reasonable out-of-pocket costs and expenses incurred by the Seller and its Affiliates in connection with any claims asserted by the Purchaser or any of its Affiliates (including, following the Initial Closing, an Acquired Company) pursuant to this Section 5.10(a).

(b) The Seller shall use Reasonable Efforts to assist the Purchaser in obtaining tail or other appropriate insurance coverage for the Acquired Companies prior to Closing.

5.11 Interim and Audited Financial Statements. From the date of this Agreement until the Initial Closing, the Seller shall deliver to the Purchaser the unaudited balance sheet and the related statement of income and statement of cash flow of the Business as of and for the interim period ended the last day of each quarter ended on or after March 31, 2014 (collectively, the Interim Financial Statements), as soon as practical, but within forty-five (45) calendar days, after the last day of the applicable quarter. The Interim Financial Statements (i) will be prepared in accordance with GAAP using the same principles, policies and methodologies used in preparing the Audited Financial Statements, and will present fairly in all material respects the financial condition of the Business as of the respective dates thereof and the results of operations of the Business for the respective periods indicated therein, except, in each case, (A) the absence of footnotes or other audit disclosures and statements of changes in stockholders equity, and (B) subject to normal year-end adjustments which, individually or in the aggregate, are not material, and (ii) will be reviewed by the Sellers independent auditors in accordance with the procedures specified by the Public Company Accounting Oversight Board in AU 722. In addition, (a) the Seller has delivered to the Purchaser the Audited Financial Statements and, (b) if the Initial Closing takes place after February 12, 2015, the Seller shall prepare, and deliver to the Purchaser on or prior to March 1, 2015, audited financial statements for the Business of the same type and

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document prepared in substantially the same manner as the Audited Financial Statements as of and for the year ended December 31, 2014, in each case, in compliance with the requirements of the Securities Act (including Regulation S-X thereunder and other accounting rules and regulations of the SEC (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16 or segment reporting)) in order to enable the Purchaser to comply with its obligations for reporting on Form 8-K under the Exchange Act.

5.12 Exclusivity. From the date of this Agreement until the earlier of (a) the Final Closing Date and (b) termination of this Agreement pursuant to Section 7.1, the Seller shall not, and shall use Reasonable Efforts to cause its Representatives and any other Person acting on its behalf not to, directly or indirectly, (a) solicit, initiate, encourage, enter into, conduct, engage in or continue, any discussions, negotiations, communications, Contracts or understandings, whether written or oral or binding or non-binding, or continue any discussions, negotiations or communications with, or provide any information or afford access to the properties, books or records of the Acquired Companies or relating to the Business or Acquired Assets to, any Person (other than the Purchaser, its Affiliates and its Representatives), in each case, concerning a sale (or possible sale) of the Business or all or a substantial portion of the Separately Owned Acquired Assets or the Acquired Companies, whether such transaction takes the form of a sale of securities or other equity interests, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets (including all or a material portion of the assets or any interest therein) or otherwise (an Alternative Transaction), (b) agree to, accept, approve, endorse or recommend (or propose or announce any intention or desire to agree to accept, approve, endorse or recommend) any Alternative Transaction, or (c) submit any Alternative Transaction to the vote of its stockholders. The Seller shall, and shall cause each of the other members of the Seller Group to, and shall use Reasonable Efforts to cause each of their Representatives to, immediately discontinue any ongoing communications or negotiations relating to any Alternative Transaction.

5.13 Certain Transaction Matters. From the date of this Agreement until the Final Closing Date, the Purchaser and the Seller shall each promptly notify the other in writing of (a) any pending or, to the Knowledge of such party, threatened, Legal Proceeding (i) challenging or seeking damages in connection with the Contemplated Transactions or (ii) seeking to restrain or prohibit the consummation of the Contemplated Transactions, (b) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, and (c) any written notice or other written communication from any Governmental Entity in connection with the Contemplated Transactions. The parties shall reasonably cooperate with each other in defending against any such Legal Proceeding, including seeking to have vacated or reversed any stay or temporary restraining order entered in connection therewith by any court or other Governmental Entity. No such notifications will affect the representations or warranties of the parties hereunder or the conditions to the Purchasers obligations hereunder.

5.14 Reynosa Manufacturing. The Purchaser acknowledges that the Seller has executed a definitive agreement with respect to the outsourcing of its manufacturing operations in Reynosa, Mexico, which such transaction (the Reynosa Outsourcing Transaction) is expected to close at the end of April 2014. In the unlikely event that such transaction has not closed prior to the Initial Closing in which such operations would transfer to the Purchaser

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Group, the parties will negotiate in good faith to enter into a contract manufacturing arrangement, effective as of such Closing, providing for the manufacturing by the Purchaser Group, for the benefit of the Seller Group, of Purchaser Excluded Products and other products of businesses of the Seller Group other than the Business. The Purchaser Group shall provide such manufacturing services at the service levels, volume and costs associated with such services for such other businesses as of the date of this Agreement.

ARTICLE 6 CONDITIONS PRECEDENT TO THE CLOSING

6.1 Conditions to Each Partys Obligations. The respective obligations of the parties to close the Contemplated Transactions are subject to the fulfillment or satisfaction on and as of the applicable Closing of each of the following conditions.

(a) Conditions to the Initial Closing. The respective obligations of the parties to effect the Initial Closing are subject to the fulfillment on or before the Initial Closing Date of each of the following conditions: (i) No Order or Restraint; Litigation. No Order or other legal restraint or prohibition may be in effect that in any case would prohibit or prevent the transactions to be consummated at the Initial Closing. No Legal Proceeding shall have been commenced by any Governmental Entity that seeks to prevent, prohibit or make illegal the transactions to be consummated at the Initial Closing. (ii) Government Approvals. All filings with the Governmental Entities set forth on Schedule 6.1(a)(ii) must have been made, and all consents and approvals of the Governmental Entities set forth on Schedule 6.1(a)(ii) hereto must have been obtained. In addition, the applicable waiting period (and any extensions thereof) under the HSR Act must have expired or otherwise been terminated.

(b) Conditions to the Additional Closings. The respective obligations of the parties to effect any Additional Closing are subject to the fulfillment of each of the following conditions: (i) No Order or Restraint; Litigation. No Order or other legal restraint or prohibition may be in effect that in any case would prohibit or prevent the transactions to be consummated at such Additional Closing. No Legal Proceeding shall have been commenced by any Governmental Entity that seeks to prevent, prohibit or make illegal the transactions to be consummated at such Additional Closing. (ii) Government Approvals. All filings with the Governmental Entities set forth on Schedule 6.1(b)(ii) required to consummate the transactions to be consummated at such Additional Closing must have been made, and all consents and approvals of the Governmental Entities set forth on Schedule 6.1(b)(ii) required to consummate the transactions to be consummated at such Additional Closing must have been obtained.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 6.2 Conditions to the Obligations of the Seller. The obligations of the Seller to close the Contemplated Transactions are subject to the fulfillment or satisfaction on and as of the applicable Closing of each of the following conditions (any one or more of which may be waived by the Seller, but only in a writing signed by the Seller).

(a) Conditions to the Initial Closing. The obligations of the Seller to effect the Initial Closing are subject to the fulfillment on or before the Initial Closing Date of each of the following conditions, any one or more of which may be waived by the Seller, but only in a writing signed by the Seller: (i) Accuracy of Representations and Warranties. The Purchaser Representations (disregarding, for purposes of this Section 6.2(a)(i), any exception or qualification of such representations and warranties relating to materiality or Purchaser Material Adverse Effect) must be accurate in all respects as of the Initial Closing Date (except to the extent any specific Purchaser Representation speaks as of an earlier date, in which case such Purchaser Representation will have been accurate in all respects as of such date), except that any inaccuracies in such Purchaser Representations will be disregarded for purposes of this Section 6.2(a)(i) if such inaccuracies, considered collectively, do not have a Purchaser Material Adverse Effect as of the Initial Closing Date. (ii) Covenants. The Purchaser and the other members of the Purchaser Group must have performed in all material respects or complied in all material respects with their respective agreements and covenants required to be performed or complied with under the Transaction Agreements as of or prior to the Initial Closing Date. (iii) Other Transaction Agreements and Related Instruments. The Purchaser and/or the other applicable members of the Purchaser Group must have executed and delivered to the Seller (or caused to have been delivered, as applicable) each item described in Section 2.3(b). (iv) Officers Certificate. The Purchaser must have delivered to the Seller a certificate signed by a senior executive officer of the Purchaser to the effect that the conditions specified in Sections 6.2(a)(i) and (ii) are satisfied in all respects. (v) Closing Purchase Price Payment. The Closing Purchase Price Payment shall have been received by the Seller in accordance with Section 2.3(b)(i).

(b) Conditions to Additional Closings. The obligations of the Seller to effect any Additional Closing are subject to the fulfillment of each of the following conditions, any one or more of which may be waived by the Seller, but only in a writing signed by the Seller: (i) Other Transaction Agreements and Related Instruments. The Purchaser and/or the other applicable members of the Purchaser Group must have executed and delivered to the Seller (or caused to have been delivered, as applicable) each item described in Section 2.3(b) hereof necessary to consummate the transactions under each such Additional Closing.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) No Order or Restraint; Litigation. No Order or other legal restraint or prohibition may be in effect that in any case would prohibit or prevent the transactions to be consummated at such Additional Closing. No Legal Proceeding shall have been commenced by any Governmental Entity that seeks to prevent, prohibit or make illegal the transactions to be consummated at such Additional Closing. (iii) Government Approvals. All filings with the Governmental Entities set forth on Schedule 6.1(b)(ii) required to consummate the transactions to be consummated at such Additional Closing must have been made, and all consents and approvals of the Governmental Entities set forth on Schedule 6.1(b)(ii) required to consummate the transactions to be consummated at such Additional Closing must have been obtained.

6.3 Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to close the Contemplated Transactions are subject to the fulfillment or satisfaction on and as of the applicable Closing of each of the following conditions (any one or more of which may be waived by the Purchaser, but only in a writing signed by the Purchaser):

(a) Conditions to the Initial Closing. The obligations of the Purchaser to effect the Initial Closing are subject to the fulfillment on or before the Initial Closing Date of each of the following conditions, any one or more of which may be waived by the Purchaser but only in a writing signed by the Purchaser: (i) Accuracy of Representations and Warranties. The Seller Representations (disregarding, for purposes of this Section 6.3(a)(i), any exception or qualification of such representations and warranties relating to materiality or Material Adverse Effect) must be accurate in all respects as of the Initial Closing Date (except to the extent any specific Seller Representation speaks as of an earlier date, in which case such Seller Representation will have been accurate in all respects as of such date), except that any inaccuracies in such Seller Representations will be disregarded for purposes of this Section 6.3(a)(i) if such inaccuracies, considered collectively, do not have a Material Adverse Effect on the Seller or the Business as of the Initial Closing Date. (ii) Covenants. The Seller and the other members of the Seller Group must have performed or complied in all material respects with their respective agreements and covenants required to be performed or complied with under the Transaction Agreements as of or prior to the Initial Closing Date. (iii) No Material Adverse Effect. There shall not have occurred any Material Adverse Effect with respect to the Business or any fact, event, change, development or effect that, individually or when taken together with all other facts, events, changes, developments or effects, has had or would reasonably be expected to have a Material Adverse Effect with respect to the Business. (iv) Other Transaction Agreements and Related Instruments. The Seller and/or the other applicable members of the Seller Group must have executed and delivered to the Purchaser (or caused to have been delivered, as applicable) each item described in Section 2.3(a). (v) Officers Certificate. The Seller must have delivered to the Purchaser a certificate signed by a senior executive officer of the Seller to the effect that the conditions specified in Sections 6.3(a)(i), (ii) and (iii) are satisfied in all respects.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Conditions to Additional Closings. The obligations of the Purchaser to effect any Additional Closing are subject to the fulfillment of each of the following conditions, any one or more of which may be waived by the Purchaser, but only in a writing signed by the Purchaser: (i) Other Transaction Agreements and Related Instruments. The Seller and/or the other applicable members of the Seller Group must have executed and delivered to the Purchaser (or caused to have been delivered, as applicable) each item described in Section 2.3(a) hereof necessary to consummate the transactions under each such Additional Closing. (ii) No Order or Restraint; Litigation. No Order or other legal restraint or prohibition may be in effect that in any case would prohibit or prevent the transactions to be consummated at such Additional Closing. No Legal Proceeding shall have been commenced by any Governmental Entity that seeks to prevent, prohibit or make illegal the transactions to be consummated at such Additional Closing. (iii) Government Approvals. All filings with the Governmental Entities set forth on Schedule 6.1(b)(ii) required to consummate the transactions to be consummated at such Additional Closing must have been made, and all consents and approvals of the Governmental Entities set forth on Schedule 6.1(b)(ii) required to consummate the transactions to be consummated at such Additional Closing must have been obtained.

6.4 Frustration of Closing Conditions. Neither the Purchaser nor the Seller may rely on the failure of any condition set forth in this Article 6 to be satisfied if such failure was caused by such partys failure to act in good faith or to use the efforts required by this Agreement to cause the applicable Closing to occur.

ARTICLE 7 TERMINATION OF AGREEMENT

7.1 Termination. Notwithstanding anything herein to the contrary, this Agreement may be terminated and the Contemplated Transactions abandoned at any time prior to the Initial Closing:

(a) By mutual written consent of the Purchaser and the Seller;

(b) By either the Purchaser or the Seller for any reason if the Initial Closing has not occurred by April 13, 2015 (the Termination Date), unless otherwise mutually agreed in writing by the parties; provided, however, that the right to terminate this Agreement pursuant

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document to this Section 7.1(b) shall not be available to any party whose breach of this Agreement or any other Principal Agreement has caused or resulted in the Initial Closing not having occurred by such date;

(c) By the Purchaser, if, prior to the Initial Closing Date, any condition provided in Section 6.3 has not been met, satisfaction of such condition prior to the Termination Date is impossible and such condition has not been waived in writing by the Purchaser, upon delivery of written notice signed by the Purchaser to the Seller;

(d) By the Seller, if, prior to the Initial Closing Date, any condition provided in Section 6.2 has not been met, satisfaction of such condition prior to the Termination Date is impossible and such condition has not been waived in writing by the Seller, upon delivery of written notice signed by the Seller to the Purchaser; or

(e) By either the Purchaser or the Seller if any Governmental Entity has issued a final, non-appealable Order or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting a material portion of the Contemplated Transactions.

Any valid termination of this Agreement in accordance with this Section 7.1 shall become effective by the delivery of written notice by the terminating party to the other party. Each of the other Principal Agreements will automatically terminate upon the termination of this Agreement without any further action by either party.

7.2 Effect of Termination. Upon valid termination of this Agreement in accordance with this Article 7, this Agreement shall become null and void and of no further force or effect and the rights and obligations of the parties under this Agreement shall automatically end without any Liability against any party or its Affiliates, except that nothing in this Section 7.2 relieves any party from Liability for any breach of any provisions of this Agreement prior to termination, and the provisions of Section 5.5 [Confidentiality], Sections 5.8(e) and (f) [Financing], this Section 7.2, Section 7.3 [Nonexclusivity of Termination Rights], Section 7.4 [Financing Failure] and Article 11 [Miscellaneous] will remain in force and survive any termination of this Agreement. If the Purchaser or the Seller terminates this Agreement pursuant to this Article 7, the Purchaser will comply with the NDA regarding the return and/or destruction of any documents furnished to the Purchaser in connection with this Agreement.

7.3 Nonexclusivity of Termination Rights.

(a) Subject to Section 7.3(b), the termination rights provided in Section 7.1 will not be deemed to be exclusive. Accordingly, the exercise by any party of its right to terminate this Agreement pursuant to Section 7.1 will not be deemed to be an election of remedies and will not be deemed to prejudice, or to constitute or operate as a waiver of, any other right or remedy that such party may be entitled to exercise (whether under this Agreement, under any other Contract, under any statute, rule or other Laws, at common Law, in equity or otherwise); provided, however, if a party terminates this Agreement pursuant to Section 7.1, such party shall not thereafter be entitled to specific performance to enforce specifically the terms and provisions hereof.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) If either the Seller or the Purchaser exercises its right to terminate this Agreement pursuant to Section 7.1(b), in the event the Initial Closing shall not have occurred due to a Financing Failure at any time prior to such termination, the Purchaser shall, within one (1) Business Day of such termination, pay to the Seller the Financing Termination Fee as the sole and exclusive remedy of the Seller and its Affiliates against the Purchaser, any of the Purchasers subsidiaries and any of their respective former, current or future Representatives, stockholders, general or limited partners, members, managers, directors, officers, employees, agents, assignees or Affiliates (collectively, the Purchaser Related Parties) for all losses and damages suffered as a result of the failure of the Contemplated Transactions to be consummated or for any other breach or failure to perform hereunder or otherwise and none of the Purchaser Related Parties shall have any liability or obligation, in any such case relating to, arising out of or with respect to the Transaction Agreements or any of Contemplated Transactions (whether relating to, arising out of or with respect to any matter(s) forming the basis for such termination or otherwise); provided, however, that payment of the Financing Termination Fee shall not be the sole and exclusive remedy if the Financing is not obtained due to the Purchasers breach of Section 5.8(a) (it being understood and agreed that, if the Seller has accepted payment of the Financing Termination Fee, it shall not be entitled to pursue any Claim against the Purchaser or its Affiliates for Damages allegedly arising out of the Financing Failure). Without limitation of the foregoing, none of the Seller, any of its respective Affiliates and any other Person shall be entitled to bring or maintain any proceeding, claim, suit or action against, or seek damages from, any of the Purchaser Related Parties in contravention of this Section 7.3(b).

7.4 Financing Failure. In the event of a Financing Failure, the Purchaser shall, upon the written request of the Seller, promptly commence a litigation proceeding (which such proceeding shall be managed exclusively by the Purchaser, subject to compliance by the Purchaser with its obligations under (x) clause (IV) of the second sentence of Section 5.8(a) and (y) the fourth sentence of Section 5.8(a)) against any breaching financial institution or institutions under the Debt Commitment Letter in which it will use its reasonable best efforts to compel such breaching institution or institutions to provide its portion of such financing as required.

ARTICLE 8 INDEMNIFICATION

8.1 Indemnification by the Seller. Following the Initial Closing, and subject to the limitations expressly set forth in Section 8.5 hereof, the Seller will indemnify, defend and hold harmless the Purchaser and its directors, officers, employees, agents and Affiliates (collectively, the Purchaser Indemnitees) from and against any and all Damages (other than Damages with respect to Taxes, for which the provisions of Section 9.1(a) will govern) incurred by the Purchaser Indemnitees arising out of or resulting from the following:

(a) any failure of any Seller Representation to be true and correct on and as of the date hereof or the Initial Closing Date;

(b) any breach of any covenant of the Seller set forth in any Principal Agreement; and

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document For purposes of determining the amount of any Damages incurred in connection with any inaccuracy or breach of a representation or warranty under Section 8.1(a), or whether such inaccuracy or breach has occurred, in each case, all references to material or Material Adverse Effect or other similar materiality or immateriality qualifiers shall be disregarded (other than (i) those in Section 3.5(a) (it being understood and agreed that, for purposes of the second sentence thereof, in all material respects shall mean the materiality standard used by KPMG LLP in auditing the Audited Financial Statements), Section 3.11(a) and (e), and Section 3.21, (ii) each reference to Material Contracts, Material IP Contracts, Material Customers and Material Suppliers in Article 3, and (iii) each reference to Material IP Contracts, material or materially in Section 3.4 of the IP Agreement).

8.2 Indemnification by the Purchaser. Following the Initial Closing, and subject to the limitations expressly set forth in Section 8.5 hereof, the Purchaser will indemnify, defend and hold harmless the Seller and its directors, officers, employees, agents and Affiliates (collectively, the Seller Indemnitees) from and against any and all Damages (other than Damages with respect to Taxes, for which the provisions of Section 9.1(b) will govern) incurred by the Seller Indemnitees arising out of or resulting from the following:

(a) any failure of any Purchaser Representation to be true and correct on and as of the date hereof or the Initial Closing Date;

(b) any breach of any covenant of the Purchaser set forth in any Principal Agreement;

(d) the ownership of the Acquired Companies or Acquired Assets or the operation of the Business following the Initial Closing.

For purposes of determining the amount of any Damages incurred in connection with any inaccuracy or breach of a representation or warranty under Section 8.2(a), or whether such inaccuracy or breach has occurred, in each case, all references to material or Purchaser Material Adverse Effect or other similar materiality qualifiers shall be disregarded.

8.3 Claim Procedure.

(a) Claim Notice. A party which seeks indemnity under this Article 8 or Article 9 (an Indemnified Party) will give prompt written notice (a Claim Notice) to the party from whom indemnification is sought (an Indemnifying Party). The Claim Notice must contain (i) a description and, if known, estimated amount (the Claimed Amount) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party (including any supporting documents required by Section 8.3(d)), and (iii) a demand for payment of those Damages; provided that the failure to give such Claim Notice shall not affect the rights of the Indemnified Party hereunder except to the extent that the Indemnifying Party shall have been prejudiced by reason of such failure.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Response to Notice of Claim. Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response (the Response) in which the Indemnifying Party will: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount, and, within five (5) Business Days of the Indemnified Partys receipt of the Response, the Indemnifying Party will pay the Claimed Amount to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (such portion, the Agreed Portion), and, within five (5) Business Days of the Indemnified Partys receipt of the Response, the Indemnifying Party will pay the Agreed Portion to the Indemnified Party in accordance with a payment and distribution method reasonably acceptable to the Indemnified Party; or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount.

If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30)-day period, then the Indemnifying Party shall be deemed to have disputed the Indemnified Partys right to receive any of the Claimed Amount.

(c) Contested Claims. In the event that the Indemnifying Party disputes (or is deemed to have disputed) the Claimed Amount (or the portion of the Claimed Amount not comprising the Agreed Portion), such dispute will be governed by, and subject to the terms of, Section 11.1 hereof.

(d) Third Party Claims.

(i) In the event that the Indemnified Party receives notice or otherwise learns of the assertion by a Person other than a Purchaser Indemnitee or Seller Indemnitee of any claim, suit, audit or other proceeding (including any Tax Contest) with respect to which the Indemnifying Party may be obligated to provide indemnification under this Article 8 or Article 9 (a Third Party Claim), the Indemnified Party will provide a Claim Notice to the Indemnifying Party as soon as practicable but in no event later than thirty (30) days thereafter. Such Claim Notice will be accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and will describe in reasonable detail the facts constituting the basis for such claim, suit, audit or proceeding and the amount of the claimed damages (in each case to the extent known or reasonably ascertainable by the Indemnified Party); provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability hereunder except to the extent the Indemnifying Partys ability to remedy, contest, defend or settle with respect to such Third Party Claim is prejudiced thereby.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) Within thirty (30) days after receipt of such notification pursuant to Section 8.3(d)(i), the Indemnifying Party shall have the right to undertake, by counsel or other Representatives of its own choosing (provided such counsel or other Representative is reasonably satisfactory to the Indemnified Party), the defense of such Third Party Claim at the Indemnifying Partys sole expense. In the event that (A) the Indemnifying Party shall elect not to undertake such defense; (B) the Indemnifying Party shall fail to undertake to defend such Third Party Claim within thirty (30) days after delivery of the Claim Notice by the Indemnified Party of such Third Party Claim or thereafter fail to diligently pursue or maintain such defense; (C) such Third Party Claim principally seeks non-monetary relief or involves criminal or quasi-criminal allegations or involves a Governmental Entity; (D) it could reasonably be expected that such Third Party Claim would materially and adversely affect the Indemnified Party other than as solely a result of money damages or other money payments; or (E) the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim, then the Indemnified Party (upon further notice to the Indemnifying Party) shall have the right to undertake the defense, compromise and/or settlement of such Third Party Claim, by counsel or other Representatives of its own choosing, on behalf of and without limiting the indemnification obligations of the Indemnifying Party under this Agreement. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this Section 8.3(d)(ii), the Indemnifying Party shall pay to the Indemnified Party, in addition to all other amounts required to be paid hereunder, the reasonable costs and expenses (including reasonable attorneys fees) incurred by the Indemnified Party in connection with the investigation, defense, compromise and/or settlement thereof. (iii) The party not controlling such defense of a Third Party Claim (the Non-Controlling Party) may participate therein at its own expense, subject to any limitations that are reasonably required to preserve any applicable privilege or third party confidentiality. The party controlling such defense (the Controlling Party) will keep the Non-Controlling Party reasonably advised of the status of such claim, suit, audit or proceeding and the defense thereof (subject to any limitations that are reasonably required to preserve any applicable privilege or third party confidentiality), and will consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party will, subject to any limitations that are reasonably required to preserve any applicable privilege or third party confidentiality, furnish the Controlling Party with such information as it may have with respect to such claim, suit, audit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist the Controlling Party in the defense of such claim, suit, audit or proceeding. (iv) The Indemnifying Party will not agree (or allow any Affiliate to agree) to any settlement or compromise of or consent to the entry of any Order arising

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document from, any such claim, suit, audit or proceeding without the prior written consent of the Indemnified Party, which will not be unreasonably withheld, delayed or conditioned; provided, however, that the consent of the Indemnified Party will not be required if (A) the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement, compromise or Order, (B) such settlement, compromise or Order includes a full, complete and unconditional release of the Indemnified Party from further Liability with respect to such claim, suit, audit or proceeding, (C) such settlement, compromise or Order would not result in the finding or admission of any violation of Law, and (D) such settlement, compromise or Order does not impose any injunctive relief or operational restrictions on the Indemnified Party or admit to any wrongdoing by or on behalf of the Indemnified Party; provided further, that the Indemnifying Party shall not encumber any of the Assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Partys business. (v) The Indemnified Party will not agree (or allow any Affiliate to agree) to any settlement or compromise of, or consent to the entry of any Order arising from, any such claim, suit, audit or proceeding without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld, delayed or conditioned.

8.4 Survival of Representations, Warranties and Covenants.

(a) The representations and warranties of the Seller set forth in Section 3.2 [Capitalization; Ownership], Section 3.3 [Authorization], and the first sentence of Section 3.7 [Assets] of this Agreement, and of the Purchaser set forth in Section 4.2 [Authorization] of this Agreement, will survive until the latest date permitted by Law.

(b) The representations and warranties of the Seller set forth in Section 3.6 [Tax Matters] of this Agreement, and the Sellers covenant to pay Taxes pursuant to Section 9.1(a) of this Agreement, will survive the Initial Closing until the expiration of the applicable statute of limitations (including any extensions or waivers thereof).

(c) The representations and warranties of the Seller set forth in Section 3.14 [Environmental Matters] of this Agreement will survive the Initial Closing and expire on the seventh (7th) anniversary of the Initial Closing Date.

(d) The representations and warranties of the Seller set forth in Section 3.22 [Absence of Certain Business Practices] of this Agreement will survive the Initial Closing and expire on the third (3rd) anniversary of the Initial Closing Date.

(e) All other Seller Representations and Purchaser Representations not identified in Sections 8.4(a), (b), (c) or (d) shall survive the Initial Closing for a period of eighteen (18) months after the Initial Closing Date; provided, however, that, in the event that the Purchaser Group has not had operational control, including reasonable access to the property, books and records and employees of the Business that is the subject of an Additional Closing, the Seller Representations shall survive the Initial Closing for a period of eighteen (18) months after such applicable Additional Closing (but solely to the extent that each such Seller Representation is applicable to such Additional Closing and the Acquired Assets being conveyed to the Purchaser Group at such Additional Closing).

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (f) All covenants and agreements of the parties contained in any Principal Agreement or in any certificate or other writing delivered pursuant thereto or in connection therewith will survive until the expiration of the applicable statute of limitations (including any extension or tolling thereof) or for the shorter period explicitly specified therein.

(g) If an Indemnified Party delivers to an Indemnifying Party, before expiration of the applicable indemnification period set forth above, either a Claim Notice based on the fact that an Indemnified Party has incurred Damages, or a notice that, as a result of a Legal Proceeding instituted by or claim made by a third Person, the Indemnified Party reasonably expects to incur Damages (an Expected Claim Notice), then the applicable representation, warranty, covenant or agreement will survive until, but only for purposes of, the resolution of the matter covered by such notice. If the Legal Proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party will promptly so notify the Indemnifying Party.

8.5 Limitations.

(a) Liability of the Seller. The Purchaser Indemnitees shall not be entitled to indemnification under Section 8.1(a) (except with respect to any failure of any Seller Fundamental Representation or any representation and warranty in Section 3.22 to be true and correct) until the Purchaser Indemnitees shall have incurred (i) with respect to any particular claim (taken together with other claims arising out of the same or related circumstances or set of facts (Related Claims)), Damages in excess of $500,000 (such amount, the Minimum Per Claim Amount), and (ii) as to all such claims, Damages in excess of $34,500,000 (the Deductible), and then only to the extent such Damages exceed the Deductible. Damages related to Related Claims asserted by the Purchaser Indemnitees that do not meet the Minimum Per Claim Amount shall not count toward the Deductible. The Purchaser Indemnitees shall not be entitled to indemnification under Section 8.1(a) with respect to any failure of Section 3.22 to be true and correct until the Purchaser Indemnitees shall have incurred with respect to any particular claim, Damages in excess of $250,000. The Sellers aggregate Liability for Damages arising under Section 8.1(a) (except with respect to any failure of any Seller Fundamental Representation to be true and correct) will not exceed $345,000,000 (the Representations and Warranties Cap).

(b) Liability of the Purchaser. The Seller Indemnitees shall not be entitled to indemnification under Section 8.2(a) (except with respect to any failure of any Purchaser Fundamental Representation to be true and correct) until the Seller Indemnitees shall have incurred (i) with respect to any Related Claims, Damages in excess of the Minimum Per Claim Amount, and (ii) as to all such claims, Damages in excess of the Deductible, and then only to the extent such Damages exceed the Deductible. Damages related to Related Claims asserted by the Seller Indemnitees that do not meet the Minimum Per Claim Amount shall not count toward the Deductible. The Seller Indemnitees shall not be entitled to indemnification under Section 8.2(c) with respect to Assumed Liabilities covered by Section 1.3(i) until the Seller Indemnitees shall

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document have incurred Damages in excess of $10,000,000, and then only to the extent such Damages exceed such amount. The Purchasers aggregate Liability for Damages arising under Section 8.2(a) (except with respect to any failure of any Purchaser Fundamental Representation to be true and correct) will not exceed the Representations and Warranties Cap.

(c) Tax Benefit. The amount of any and all Damages for which indemnification is provided pursuant to this Article 8 or Article 9 will be net of any Tax benefit realized by an Indemnified Party in the taxable year such Damage is incurred (taking into account any Tax cost or reduction in Tax basis and such Tax benefits by reason of receipt of the indemnification payment that was not included in the computation of the Damages) to the extent actually received by, or paid in kind to, the Indemnified Party with respect to such Damages or any of the circumstances giving rise thereto. In connection therewith, if, at any time following payment in full by the Indemnifying Party of any amounts of Damages due hereunder, the Indemnified Party realizes any Tax benefit, in the taxable year such Damage is incurred (or the succeeding three taxable years), relating to the circumstances giving rise to such Damages, the Indemnified Party will promptly remit to the Indemnifying Party such Tax benefit in an amount not to exceed the amount of the corresponding indemnification payment made by the Indemnifying Party. For this purpose, the Indemnified Party shall be deemed to realize a Tax benefit with respect to a taxable year if, and to the extent that, the Indemnified Partys cumulative liability for Taxes through the end of such taxable year, calculated by excluding any Tax items attributable to the Damages from such taxable year, exceeds the Indemnified Partys actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Losses for such taxable years (to the extent permitted by relevant Tax Law and treating such Tax items as the last items claimed for any taxable year) and taking into account, for all purposes, any increase in Tax refunds and related interest paid by a Governmental Entity with respect thereto. Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement or any other Transaction Agreement. Notwithstanding any other provisions of this Agreement to the contrary, the Indemnifying Party shall have no indemnification obligations to the extent that any Indemnified Party affirmatively causes or contributes to, or knowingly fails to take actions that causes or contributes to, the conditions giving rise to any indemnifiable Damages; provided, however, that this limitation on the Indemnifying Partys indemnification obligations shall apply only to the extent of the Indemnified Partys cause or contribution to the Damages.

8.6 Exclusive Remedy.

(a) Except in the case of fraud, intentional misrepresentation, intentional breach, willful misconduct or criminal acts and as otherwise set forth herein (including Section 11.13), following the Initial Closing, the sole and exclusive remedy of any Purchaser Indemnitee with respect to any and all monetary Damages for any inaccuracy or breach of any representation or warranty or any breach of any covenant or agreement contained in the Principal Agreements will be pursuant to the indemnification obligations set forth in Section 8.1 and Section 9.1(a); provided, however, that the foregoing will not prohibit the Purchaser from seeking injunctive relief from a court of competent jurisdiction to prevent any failure or breach or to specifically enforce the Principal Agreements or any of the terms or provisions thereof.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Except in the case of fraud, intentional misrepresentation, intentional breach, willful misconduct or criminal acts and as otherwise set forth herein (including Section 11.13), following the Initial Closing, the sole and exclusive remedy of any Seller Indemnitee with respect to any and all monetary Damages for any inaccuracy or breach of any representation or warranty or any breach of any covenant or agreement contained in the Principal Agreements will be pursuant to the indemnification obligations set forth in Section 8.2 and Section 9.1(b); provided, however, that the foregoing will not prohibit the Seller from seeking injunctive relief from a court of competent jurisdiction to prevent any failure or breach or to specifically enforce the Principal Agreements or any of the terms or provisions thereof.

8.7 Exercise of Remedies by Persons Other than the Parties. No Purchaser Indemnitee (other than the Purchaser or any successor or permitted assignee of the Purchaser) is entitled to assert any indemnification claim under this Agreement unless the Purchaser (or any successor or permitted assignee of the Purchaser) consents to the assertion of the indemnification claim. No Seller Indemnitee (other than the Seller or any successor or permitted assignee of the Seller) is entitled to assert any indemnification claim under this Agreement unless the Seller (or any successor or permitted assignee of the Seller) consents to the assertion of the indemnification claim.

8.8 Releases.

(a) Effective as of the Initial Closing Date, each of the Seller and each member of the Seller Group (each a Seller Releasor), on behalf of itself and its Affiliates, legal representatives, successors and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by Law, each of the Acquired Companies and each of their respective past, present or future officers, managers, directors, shareholders, partners, members, Affiliates, employees, counsel and agents (each an Acquired Company Releasee) of, from and against any and all Claims which such Seller Releasor or its Affiliates, legal representatives, successors or assigns ever had, now has or may have on or by reason of any matter, cause or thing whatsoever arising out of the operation of the Business or the ownership by the Seller Group of the Acquired Companies prior to the Initial Closing Date (the Released Matters). Each Seller Releasor agrees not to, and agrees to cause its respective Affiliates and Subsidiaries not to, assert any Claim against the Acquired Company Releasees with respect to the Released Matters. Notwithstanding the foregoing, each Seller Releasor and its respective Affiliates, legal representatives, successors and assigns retain all of, do not release any of, and are free to assert any Claim relating to, their rights and interests under the terms of this Agreement and the other Transaction Agreements, the obligations of the Seller Group explicitly set forth in any provisions of this Agreement or the other Transaction Agreements, or with respect to any Claim or Damages resulting from such Persons fraud or criminal act. Each Seller Releasor acknowledges that it has received or has had the opportunity to receive independent legal advice from its attorneys regarding this waiver, and each Seller Releasor hereby assumes full responsibility for any Damages which it may hereunder incur by reason of such waiver.

(b) Effective as of the Initial Closing Date, the Purchaser and each member of the Purchaser Group (each a Purchaser Releasor), on behalf of each Acquired Company and its Affiliates, legal representatives, successors and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by Law, each of the past and present officers,

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document managers, directors, employees, counsel and agents of the Seller Group (each a Seller Releasee) of, from and against any and all Claims which such Purchaser Releasor or its Affiliates, legal representatives, successors or assigns ever had, now has or may have on or by reason of any matter, cause or thing whatsoever arising out of the Released Matters. Each Purchaser Releasor agrees not to, and agrees to cause the Acquired Companies not to, assert any Claim against the Seller Releasees with respect to the Released Matters. Notwithstanding the foregoing, each Purchaser Releasor and its respective Affiliates, legal representatives, successors and assigns retain all of, do not release any of, and are free to assert any Claim relating to, their rights and interests under the terms of this Agreement and the other Transaction Agreements, the obligations of the Purchaser Group explicitly set forth in any provisions of this Agreement or the other Transaction Agreements, or with respect to any Claim or Damages resulting from such Persons fraud or criminal act. Each Purchaser Releasor acknowledges that it has received or has had the opportunity to receive independent legal advice from its attorneys regarding this waiver, and each Purchaser Releasor hereby assumes full responsibility for any Damages which it may hereunder incur by reason of such waiver.

ARTICLE 9 TAX MATTERS

9.1 Liability and Indemnification for Taxes.

(a) The Seller will indemnify the Purchaser Indemnitees against all Excluded Taxes and all related costs of defending claims relating to Excluded Taxes. Any Purchaser Indemnitee seeking indemnity under this Article 9 will comply with the claims procedure set forth in Section 8.3.

(b) The Purchaser will indemnify the Seller Indemnitees against (i) any Tax (other than a Tax for a Pre-Closing Period) of (or payable by) any Acquired Company, or that is attributable to the ownership of any Acquired Assets, that is not, in each case, an Excluded Tax; (ii) any Transfer Taxes and any Indirect Taxes pursuant to subsections (d) and (e) hereof that the Purchaser is responsible under this Agreement; (iii) any Taxes resulting from the breach of any covenant or other obligation of the Purchaser under this Agreement (including this Article 9); (iv) any Taxes that the Purchaser is responsible for under Section 10.6 or Section 10.7; (v) any Taxes imposed under Treasury Regulation section 1.1503(d) (or other provision of the Code or Treasury Regulations or any provision of state or local or non-U.S. Law) as a result of the loss or recapture (including as a result of a triggering event (as used for purposes of Treasury Regulation section 1.1503(d)) with respect to any dual consolidated loss set forth on Schedule 9.8(a) to the extent such Taxes result from the Purchasers failure to comply with the New Domestic Use Agreement; (vi) any Taxes included in Final Closing Working Capital (as finally determined under Section 2.5); (vii) all related costs of defending any claims relating to Taxes set forth in clauses (i) to (vi); and (viii) the cost of filing any Purchaser Prepared Returns under Section 9.5. Any Seller Indemnitee seeking indemnity under this Article 9 will comply with the claims procedure set forth in Section 8.3.

(c) With respect to determining the Taxes for any Straddle Period that are attributable to the portion of the Straddle Period ending on the Initial Closing Date and the portion beginning on the day after the Initial Closing Date, the parties agree that Taxes will be

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document allocated based on a closing of the books at the end of the Initial Closing Date, except that (i) Tax items of a periodic nature or measured by the level of any item, such as real and personal ad valorem property Taxes (Property Taxes) and depreciation allowances calculated on an annual or periodic basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period and (ii) Tax items resulting from activities or transactions on the Initial Closing Date, but after the Initial Closing, that are not in the Ordinary Course or otherwise result from actions described in Section 9.6 will be treated as occurring on the day after the Initial Closing Date.

(d) Any applicable transfer, stamp, stock transfer or similar Taxes (excluding for this purpose, any tax imposed or assessed on income or gains) that are or become due and payable as a result of the Contemplated Transactions, and all related interest or penalties, whether such Taxes are imposed by Law on the Acquired Companies, the other Acquired Assets, the Seller Group or the Purchaser Group (other than an Indirect Tax, which is addressed in subsection (e) hereof) (such Taxes, the Transfer Taxes), shall be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Seller. The parties will cooperate with each other in minimizing the amount of any Transfer Taxes to the extent permitted by applicable Law (including the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes). Any Tax Returns that are required to be filed with respect to any Transfer Taxes will be prepared and filed by the party that customarily has primary responsibility for filing such Tax Returns pursuant to the applicable Law.

(e) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to any Principal Agreement will be exclusive of any Indirect Tax properly chargeable on the supply. To the extent such Indirect Tax is non-refundable or non-creditable, the amount of such Indirect Tax will be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Seller in addition to any payment due under any Principal Agreement at the time the supply is made. To the extent such Indirect Tax is refundable or creditable to the Purchaser, the amount of any such Indirect Tax will be borne by the Purchaser in addition to any payment due under any Principal Agreement at the time the supply is made. In the event that any Indirect Tax is imposed upon or imposed against any member of the Seller Group, the Seller will promptly notify the Purchaser of the Indirect Tax amount on a valid Indirect Tax invoice (and any reasonable detail or any other information reasonably requested by the Purchaser and required by applicable Law). Upon receipt of any invoice for any Indirect Tax that is non-refundable or non-creditable to the Seller, the Purchaser will promptly remit to the Seller fifty percent (50%) of the amount specified in such invoice, and the Seller will make, or will cause to be made, any payments to the applicable Governmental Entities as required under applicable Law. Upon receipt of any invoice for any Indirect Tax that is refundable or creditable to the Purchaser, the Purchaser will promptly remit to the Seller one hundred percent (100%) of the amount specified in such invoice, and the Seller will make, or will cause to be made, any payments to the applicable Governmental Entities as required under applicable Law. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption of Indirect Tax or for seeking a refund or credit of Indirect Tax (including any contests by any Governmental Entity with respect to such refund or credit), including cooperating so that no Indirect Tax is charged on any payment due under any Principal

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Agreement if an exemption for an Indirect Tax (in whole or in part) is permitted under applicable Law (e.g., an exemption for a sale of a going concern). Any Tax Returns that are required to be filed with respect to Indirect Tax will be prepared and filed by the party that customarily has primary responsibility for filing such Tax Return pursuant to the applicable Law. If the Purchaser initially incurs one hundred percent (100%) of an Indirect Tax pursuant to this Section 9.1(e) assuming that such Indirect Tax is refundable or creditable, and after good faith efforts to obtain such refund or credit, it is denied by an appropriate Governmental Entity, and the Seller is not able to recover such Indirect Tax, the Seller will reimburse the Purchaser for fifty percent (50%) of the Indirect Tax for which a refund or credit is denied. If the Seller in such cases recovers such Indirect Tax through a refund or credit, the Seller will reimburse the Purchaser for one hundred percent (100%) of such Indirect Tax.

(f) Notwithstanding anything in this Agreement to the contrary, all obligations of the Seller under this Section 9.1 shall represent the sole and exclusive indemnity obligation for Taxes and all of the Sellers and the Purchasers obligations for Taxes under this Section 9.1 with respect to Taxes shall not be subject to the Minimum Per Claim Amount, Deductible, and Representations and Warranties Cap provided for in Section 8.5.

9.2 Allocation of Purchase Price.

(a) The Seller will prepare an allocation statement allocating the Purchase Price, as adjusted (including for purposes of this Section 9.2, any other items required to be included under the Code, and any other consideration paid to the Seller for Income Tax purposes, including the relevant portion of Assumed Liabilities (the Consideration)) among the Acquired Assets (including the Acquired Company Shares) (the Proposed Allocation Statement). The Proposed Allocation Statement will be sent to the Purchaser within ninety (90) Business Days following the Initial Closing Date. Within thirty (30) Business Days after the receipt of the Proposed Allocation Statement, the Purchaser will propose any changes or will indicate its concurrence therewith. In the event that the Purchaser does not concur with the Proposed Allocation Statement, the Purchaser and the Seller will attempt to reach agreement on the allocation of the Consideration among the Acquired Assets in a manner consistent with applicable Income Tax Law. If the Purchaser and the Seller reach agreement on such allocation (an Agreed Allocation), the Purchaser and the Seller will, and will cause each applicable Affiliate to: (A) file all Tax Returns for Income Taxes consistent therewith; (B) promptly inform each other of any challenge by any Governmental Entity to the Agreed Allocation; and (C) consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, any challenge to the Agreed Allocation. If the Purchaser and the Seller do not reach an Agreed Allocation within six (6) months after the Initial Closing Date, the Purchaser and the Seller will each prepare its own allocation of the Consideration among the Acquired Assets (including the Acquired Company Shares) to be used by such party and its Affiliates.

(b) For the purposes of this Section 9.2, any payments made pursuant to Article 8 or Article 9 hereof will be treated as adjustments to the Purchase Price, to the extent permitted by applicable Law, and the parties shall make appropriate adjustments to any allocation (whether or not an Agreed Allocation) to reflect any adjustments to the Purchase Price. In the event there is an adjustment to the Purchase Price and the original Purchase Price

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document was included in an Indirect Tax invoice or Indirect Tax return, the Purchaser and the Seller will amend, if necessary, such Indirect Tax invoice or Indirect Tax Return and the obligation and rights of the Purchaser and the Seller pursuant to Section 9.1(e) shall control with respect to such amended Indirect Tax invoice or Indirect Tax Return.

(c) Notwithstanding the foregoing, but solely to the extent the Purchaser and the Seller are required by applicable Law or Order to agree on the amount or value of a particular Acquired Asset for purposes of any Transfer Taxes or Indirect Taxes, the Purchaser and the Seller will mutually agree on a good faith estimate of the fair market value of such asset prior to the date any Transfer Tax or Indirect Tax filing is required to be made or any such Transfer Tax payment is required to be paid (including applicable extensions). The Purchaser and the Seller understand and agree that any agreement reached pursuant to this Section 9.2(c) is reached solely for purposes of Transfer Tax or Indirect Tax filings and payments required under applicable Law or Order, and will in no way be regarded by the parties as conclusive with respect to the allocation described in Section 9.2(a) unless required under applicable Law or Order.

(d) Prior to the Initial Closing Date, the Seller will cooperate with the Purchaser in good faith to assist the Purchaser in determining for its funds flow on the Initial Closing Date as to a preliminary allocation of the Consideration among the Acquired Companies not organized or formed in the United States that are being directly acquired by the Purchaser Group and each local country transaction set forth on Schedule 1.5 (other than transactions set forth in the section titled United States), provided that no preliminary allocation shall be binding on either the Seller or the Purchaser for purposes of any final allocations under Section 9.2 (whether or not such allocation is an Agreed Allocation).

9.3 Tax Refunds and Tax Benefits. Any cash Tax refund and any credit claimed in lieu of a cash Tax refund (including any interest paid by a Governmental Entity with respect thereto) relating to Excluded Taxes or Tax payments made for Pre-Closing Periods (or that is otherwise an Excluded Asset or is with respect to Taxes paid or accrued by any Acquired Company for a Pre-Closing Period) to the extent such Tax refund or credit was not included in Final Closing Working Capital (as finally determined under Section 2.5) will be the property of the Seller, and if received by the Purchaser or any Acquired Company or one of their Affiliates, will be paid over promptly to the Seller. The Purchaser will, if the Seller so requests and at the Sellers expense, cause the Acquired Companies to file for and use Reasonable Efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 9.3. The Purchaser will permit the Seller to participate (at the Sellers expense) in the prosecution of any such refund claim. Payments to the Seller under this Section 9.3 shall be net of (1) any reasonable out-of-pocket costs associated in obtaining such refund of Taxes, and (2) any Taxes actually imposed on the Purchaser and/or the Acquired Companies as a result of such refunds. To the extent a withholding Tax is imposed on such payments, the Purchaser (or any Acquired Company or their designees) shall be entitled to withhold from such payments pursuant to Section 9.13. If there is a subsequent reduction by a Governmental Entity, of any amounts with respect to which a payment has been made pursuant to this Section 9.3, then the Seller shall pay the Purchaser or the Acquired Company an amount equal to such reduction plus any interest or penalties imposed by the Governmental Entity with respect to such reduction.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 9.4 Cooperation. In addition to the Purchasers agreements under Section 10.3(b), each of the Seller and the Purchaser agree that it will (and will cause its respective Affiliates to):

(a) Provide assistance to the other party as reasonably requested in preparing and filing Tax Returns, responding to Tax Contests, and recovering any Indirect Tax or Transfer Tax, in each case, relating to Taxes concerning the Acquired Companies, the other Acquired Assets, or the Business;

(b) Make available to the other party as reasonably requested all information, records and documents relating to Taxes concerning the Acquired Companies, the Acquired Assets and the Business (including any information, records or documents that the Seller reasonably requests to allow the Seller (or any of its Affiliates) to timely and properly file any Seller Prepared Tax Return, including any Tax Return for any affiliated, combined, unitary or consolidated group that includes the Seller (or any of its Affiliates) and any Acquired Company);

(c) Retain any Tax Returns and other books and records that could reasonably be expected to be necessary or useful in connection with any preparation or filing by any other party of any Tax Returns concerning the Acquired Companies, the other Acquired Assets or the Business, or any Tax Contest or other examination or proceeding relating to Taxes concerning the Acquired Companies, the other Acquired Assets or the Business. Such books and records will be retained until the expiration of the applicable statute of limitations (including extensions thereof);

(d) Execute any powers of attorney or other documents that will allow an Indemnifying Party to take control of a Tax Contest as contemplated by Section 8.3;

(e) Use Reasonable Efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions under this Agreement); and

(f) Provide assistance with respect to the timely filing of the New Domestic Use Agreement.

9.5 Tax Returns of the Acquired Companies.

(a) The Seller, at its sole cost and expense, shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Acquired Companies due prior to the Initial Closing Date and all Income Tax Returns of, or with respect to, any Acquired Company for any Pre-Closing Period (whether due on, before, or after the Initial Closing Date) (collectively, Seller Prepared Returns). All Seller Prepared Returns shall be prepared on a basis consistent with current practices, procedures, and accounting methods of the Seller and the Acquired Company to the extent permitted by applicable law. Not less than thirty (30) days prior to the due date (after applicable extensions) of any Income Tax Return due after the Initial Closing Date or thirty (30) days prior to filing any Income Tax Return or other material Tax Return that was due prior to the Initial Closing Date, but will actually be filed after the Initial Closing Date, the Seller shall submit such Tax Return for the Purchasers review and comment and consent, which shall not be unreasonably withheld, conditioned or delayed. If the parties are unable to agree on the Seller Prepared Returns, then the provisions of Section 9.5(c) shall apply.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) The Purchaser, at its sole cost and expense, shall prepare and timely file, or caused to be prepared and timely filed, all Tax Returns of the Acquired Companies (other than Seller Prepared Returns) (collectively, Purchaser Prepared Returns). All Purchaser Prepared Returns, to the extent they relate to a Pre-Closing Period or Straddle Period shall be prepared on a basis consistent with current practices, procedures, and accounting methods of the Seller and the Acquired Company to the extent permitted by applicable Law and Order. Not less than thirty (30) days prior to the due date (after applicable extensions) of any Purchaser Prepared Return that relates to a Pre-Closing Period or Straddle Period, the Purchaser shall submit such Tax Return for the Sellers review, comment, and consent, which shall not be unreasonably withheld, conditioned, or delayed. If the parties are unable to agree on the Seller Prepared Returns, then the provisions of Section 9.5(c) shall apply.

(c) The Purchaser and the Seller shall undertake in good faith to resolve any issues with respect to the Seller Prepared Returns and the Purchaser Prepared Returns. If the Purchaser and the Seller are unable to resolve any issue within ten (10) Business Days of the due date (including any extension thereof) for filing of the Tax Return in question, then the Seller and Purchaser shall jointly engage an Independent Accounting Firm (in the manner set forth in Section 2.5(c)) to resolve such dispute (adopting, for this purposes, a more-likely-than-not standard for what constitutes applicable Law and Order), and the decision of such Independent Accounting Firm shall be final and binding on the Parties. If any dispute with respect to a Tax Return is not resolved prior to the due date of such Tax Return, such Tax Return shall be filled in the manner that the party responsible for preparing the Tax Return believes is appropriate without prejudice to the resolution of such dispute; provided that if the Purchaser reasonably believes that a position proposed by the Seller will result in any employee of the Purchaser or any Acquired Company being exposed to criminal sanctions that would be avoided if the Purchasers position is followed, the Tax Return shall be initially filed in a manner that the Purchaser reasonably believes is appropriate without prejudice to the resolution of such dispute; provided, further, that, once resolution of such dispute has been determined, such Tax Return shall be amended, if necessary, to include the final resolution of such dispute.

9.6 Activities After the Initial Closing. Following the Initial Closing, except as required by applicable Law or Order or with the prior consent of the Seller (which shall not be unreasonably withheld, conditioned or delayed), the Purchaser shall not, and shall not allow any of its Affiliates (including any Acquired Company) to (a) file an amended Tax Return for any Acquired Company for a Pre- Closing Period (or Straddle Period); (b) file for, or otherwise request from any Governmental Entity, any administrative ruling (including a private letter ruling or change of method of accounting) regarding the Taxes or Tax Returns of any Acquired Company for a Pre-Closing Period (or Straddle Period); (c) make, revoke, or change any Tax election (except as required or contemplated under Section 9.7 or Section 9.8) for a Pre-Closing Period (or Straddle Period); (d) change any current practice or procedure or accounting method of any Acquired Company for a Pre-Closing Period (or Straddle Period); (e) have any Acquired Company merge, consolidate, amalgamate, liquidate or pay any dividend or other distribution (whether in cash or property (including its own stock)) or take any other action, or engage in any other activity or transaction, outside of the Ordinary Course (whether actual or deemed by an

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document election or otherwise under relevant Tax laws) in any taxable year that includes the Initial Closing Date; (f) have any Acquired Company self assess a Tax (except in connection with the filing of a Tax Return required to be filed under applicable Law or Order) for a Pre-Closing Period (or Straddle Period); or (g) make any voluntary disclosures to any Governmental Entity with respect to Taxes or Tax Returns of any Acquired Company for a Pre-Closing Period (or Straddle Period), in each case, if any action set forth in clauses (a) through (g) could result in any Acquired Company incurring any Tax for a Pre-Closing Period (or Straddle Period) or could result in the Seller (or any of its Affiliates) paying any additional Taxes. Following the Initial Closing, the Purchaser shall not, and shall not allow any of its Affiliates (including any Acquired Company) to agree to extend, waive, or toll any statute of limitations with respect to the assessment or collection of any Tax of any Acquired Company for any Pre-Closing Period (or Straddle Period) (without the prior written consent of the Seller, which may consent shall not be withheld, conditioned or delayed).

9.7 338 Elections. No election shall be made under Code section 338(h)(10) or Code section 336(e) with respect to the acquisition of the stock of any Acquired Company. Neither the Purchaser nor any of its Affiliates shall make an election under Code section 338(g) with respect to the acquisition of any Acquired Company (other than those set forth on Schedule 9.7) without the prior written consent of the Seller (which shall not be unreasonably withheld, conditioned or delayed).

9.8 Dual Consolidated Losses.

(a) The Purchaser shall timely and properly file its U.S. federal Income Tax Return for the year including the Initial Closing and include on such timely filed tax return an agreement described in Treasury Regulation Section 1.1503(d)-6(d) and (f)(2)(iii) with respect to the dual consolidated losses set forth on Schedule 9.8(a) (the New Domestic Use Agreement). The Purchaser shall comply with all of the covenants and other agreements set forth in the New Domestic Use Agreement and shall pay all Taxes resulting from such failure to comply with the New Domestic Use Agreement (including all Taxes resulting from the loss or recapture of the dual consolidated losses (including as a result of a triggering event (as used for purposes of Treasury Regulation Section 1.1503(d))), in each case, to the extent such Taxes result from the Purchasers failure to comply with the New Domestic Use Agreement).

(b) The New Domestic Use Agreement shall include the language New Domestic Use Agreement set forth on top of such agreement, shall be appropriately signed under penalties of perjury by the officer of the Purchaser that is signing its U.S. federal Income Tax Return for the relevant year, and shall include all of the information specified in Treasury Regulation Section 1.1503(d)-6(f)(2)(iii). No later than thirty (30) days prior to filing the U.S. federal Income Tax Return of the Purchaser for the year including the Initial Closing, the Purchaser shall provide to the Seller a draft copy of the New Domestic Use Agreement for the Sellers review and comment.

(c) To the extent permitted by applicable Law and Order, the Purchaser shall properly and timely make an annual certification as provided for under Treasury Regulation Section 1.1503(d)-6(g) on its U.S. federal Income Tax Return for each year ended on or after the date of the Initial Closing Date with respect to the dual consolidated losses set forth on Schedule 9.8(a).

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) Within ninety (90) days of the end of each taxable year for U.S. federal Income Tax purposes ending on or after the Initial Closing Date, the Purchaser shall deliver to the Seller a certification signed by the Chief Financial Officer of the Purchaser that certifies (I) either (i) without exception (A) that the Purchaser (and its Affiliates) have complied with the requirements of this Section 9.8 and the provisions of the New Domestic Use Agreement and (B) that no triggering event (as such term is used in Treasury Regulation Section 1.1503(d)) has occurred in the prior year with respect to any dual consolidated loss set forth on Schedule 9.8(a) and such dual consolidated losses have not otherwise been lost or recaptured; or (ii) with exception (A) that the Purchaser (and its Affiliates) have complied with the requirements of this Section 9.8 and the provisions of the New Domestic Use Agreement and (B) that no triggering event (as such term is used in Treasury Regulation Section 1.1503(d)) has occurred in the prior year with respect to any dual consolidated losses set forth on Schedule 9.8(a) (accompanied by a reasonable description of the exceptions to (A) and (B) and a reasonable computation of the Taxes payable as a result of such exceptions), and (II) that the Purchaser (and its Affiliates) have timely paid all Taxes resulting from any exceptions set forth in the certification or that are otherwise payable with respect to the recapture or other loss (including from a triggering event) of the dual consolidated losses set forth on Schedule 9.8(a).

(e) To the extent applicable, the Seller shall properly and timely include in its U.S. federal income tax return for the year including the Initial Closing, the required statements under Treasury Regulation section 1.1503(d)-6(e)(2) with respect to the Reynosa Outsourcing Transaction prior to the Initial Closing (the Rebuttal of Triggering Event). The Rebuttal of Triggering Event statement shall include all of the information specified in Treasury Regulation section 1.1503(d)-6(e)(2). No later than thirty (30) days prior to filing the U.S. federal income Tax Return of the Seller for the year including the Initial Closing, the Seller shall provide to the Purchaser a draft copy of the Rebuttal of Triggering Event for the Purchasers review and comment. The Seller shall pay all Taxes resulting from any Governmental Entity successfully challenging the Rebuttal of Triggering Event (such amounts, the Rebuttal of Triggering Event Taxes).

9.9 Tax Sharing Agreements. All Tax sharing agreements with respect to and involving the Acquired Companies shall be cancelled (or appropriately amended) so that no Acquired Company has any rights or obligations thereunder after the Initial Closing.

9.10 Tax Savings. Without duplication to any amounts determined under Section 8.5(c), if as a result of any adjustment by any Governmental Entity or the filing of an amended Tax Return required by any Governmental Entity, the Seller (or any of its Affiliates, including any Acquired Company for any period (or portions thereof) ending on or prior to the applicable Closing Date) realizes an item of income or gain for Income Tax purposes (or any reduction in any deduction or loss or credit for Income Tax purposes) and any of the Purchaser and its Affiliates actually realizes a Tax Savings, the Purchaser shall pay to the Seller the amount of such Tax Savings as a result of such corresponding adjustment. Such amounts shall be paid to the Seller within ten (10) days of filing the Tax Return claiming the Tax Savings (or if it is in the form of a refund, ten (10) days of receiving the refund). The Purchaser shall, upon the request of

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the Seller and at the Sellers expense, cause the Acquired Companies to file all Tax Returns (including amended Tax Returns required by any Governmental Entity), and use all other Reasonable Efforts, to obtain or expedite the claiming or otherwise obtaining any Tax Savings (including any refund) that will rise to the payment to the Seller under this Section 9.10 or Section 8.5(c). The Purchaser shall permit the Seller to participate (at the Sellers expense) in the prosecution of any claim for refund that is the benefit of the Seller under this Section 9.10 or Section 8.5(c). If there is a subsequent reduction by a Governmental Entity of any amounts with respect to which a payment has been made pursuant to this Section 9.10, then the Seller shall pay the Purchaser or the Acquired Company an amount equal to such reduction plus any interest or penalties imposed by the Governmental Entity with respect to such reduction.

9.11 NOLs and Tax Attributes. The Purchaser shall not allow any Acquired Company to carry back any net operating loss or other Tax attribute or credit into a Pre-Closing Period without the prior written consent of the Seller, which may not be unreasonably withheld, delayed or conditioned.

9.12 Sellers Election. The Seller shall make a timely and proper election (or cause its applicable Affiliate to make an election) under Treasury Regulation Section 1.1502-36(d)(6) with respect to the acquisition of the stock under this Agreement and shall within thirty (30) days of filing such election provide the executed and filed election forms (and other relevant information) filed with the Internal Revenue Service to the Purchaser.

9.13 Tax Withholding. Notwithstanding anything in this Agreement to the contrary, Purchaser and the Acquired Companies or their respective designees will be entitled to withhold and deduct from any amounts payable pursuant to this Agreement such amounts as such Person is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld, such amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding were made. To the extent the Purchaser determines that it may need to withhold under this Section 9.13, it shall provide reasonable notice to Seller and work in good faith to reduce or eliminate such withholding.

ARTICLE 10 OTHER AGREEMENTS

10.1 Further Assurances.

(a) Without limiting the other provisions of this Agreement, prior to and following the Initial Closing, each party agrees to cooperate fully with the other party and to execute such further instruments, documents and agreements, and to give such further written assurances, as may be reasonably requested by any other party to evidence, give effect to or otherwise implement the Contemplated Transactions and to carry into effect the intents and purposes of this Agreement and the Contemplated Transactions. In connection therewith, each party agrees to comply, and will cause its applicable Affiliates to comply, with its respective pre-Closing commitments, obligations and covenants under the other Principal Agreements. The Purchaser and the Seller shall promptly execute and deliver to the other party, as may be reasonably requested and without payment of any additional consideration, any other assurances

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document or additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions by, and to carry out fully the purposes of, the Transaction Agreements. Without limiting the generality of the foregoing, the Seller shall from time to time when reasonably requested by the Purchaser, including after the applicable Closing, and without further consideration, promptly take further action or execute and deliver, or cause to be executed and delivered, to the Purchaser or its designee all such documents necessary or advisable to vest in the Purchaser all right, title and interest in and to the Acquired Companies and the Acquired Assets, in accordance with the Transaction Agreements.

(b) Without limiting the foregoing, with reference to the Transition Services Agreement, each party agrees that, from the date hereof through the Initial Closing, it will cooperate fully with the other party in identifying and agreeing in good faith upon the Transition Services (as defined in the Transition Services Agreement) and the details thereof to be set forth on Annex A or Annex B thereto in respect of such Transition Services as reasonably necessary for the transfer of the Business to the Purchaser Group and the operation of the Business after the Initial Closing. Except as set forth in the Transition Services Agreement, such Transition Services will be provided for a period not to exceed twelve (12) months and for consideration as set forth in the Transition Services Agreement equal to the cost of such Transition Service charged or allocated internally immediately prior to the date of this Agreement by the Seller or its Affiliates to the Business, and shall be limited to those services performed for the Business immediately prior to the date of this Agreement. The parties shall use Reasonable Efforts to finalize Annex A and Annex B to the Transition Services Agreement within sixty (60) days from the date of this Agreement, but in any event shall finalize Annex A and Annex B to the Transition Services Agreement no later than the Initial Closing.

10.2 Wrong Pocket. In the event the Seller or any of its Affiliates receives any payment related to any Acquired Asset after the Initial Closing, the Seller agrees to promptly remit (or cause to be promptly remitted) such funds to the Purchaser. In the event that the Purchaser or any Affiliate of the Purchaser (including, for the avoidance of doubt, the Acquired Companies) receives any payment related to any Excluded Asset after the Initial Closing, the Purchaser agrees to promptly remit (or cause to be promptly remitted) such funds to the Seller. In the event that any Cash held by the Seller Group in a Transferred Account is not transferred or distributed out of such account by the Seller Group prior to the Initial Closing, and the amount of such Cash is not taken into account in the calculation of Final Closing Cash, the Purchaser agrees to promptly remit (or cause to be promptly remitted) such funds to the Seller.

10.3 Cooperation; Records and Documents.

(a) In the event and for so long as either party (the Contesting Party) is actively contesting, defending against, or undertaking any activity or internal investigation in preparation for or that may be expected to result in any Legal Proceeding in connection with or related to (i) any Contemplated Transaction or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Initial Closing Date involving the Business, the other party shall (x) cooperate with the Contesting Party and its counsel in the contest, defense, or internal investigation, (y) make available its personnel, and (z) provide such testimony and access to its books and records, in each case as may be necessary in connection with the contest, defense, or investigation, at the

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document sole cost and expense of the Contesting Party (unless the Contesting Party is entitled to indemnification therefor under Article 8). Without limiting the foregoing, each party will, and will cause each of its Affiliates to, use Reasonable Efforts to make available to each other, upon written request, its past and present Representatives as witnesses to the extent that any such Representatives may reasonably be required (giving consideration to the business demands upon such Representatives) in connection with any Legal Proceeding in which the requesting party may from time to time be involved. The parties further agree that any such contest, defense, or internal investigation related to an indemnification claim under Article 8 or Article 9 shall be treated as a Third Party Claim after the Initial Closing Date, even if first brought to the attention of the Seller or the Purchaser by a source other than a Third Party. The provisions of this Section 10.3(a) shall not be applicable in the case of any Legal Proceeding by one party to this Agreement against the other.

(b) Following the Initial Closing Date, the Seller shall grant to the Purchaser and its Representatives, at the Purchasers reasonable request (subject to any limitations that are reasonably required to preserve any applicable privilege or third party confidentiality obligation), reasonable access during normal business hours and under reasonable circumstances to, and the right to make copies at the Purchasers sole expense of, those records and documents in the Sellers possession related to the Business, the Acquired Companies, the Acquired Assets or the Assumed Liabilities as may be reasonably necessary for the Purchasers operation of the Business after each applicable Closing. Following the Initial Closing Date, the Purchaser shall grant to the Seller and its Representatives, at the Sellers reasonable request (subject to any limitations that are reasonably required to preserve any applicable privilege or third party confidentiality obligation), reasonable access during normal business hours and under reasonable circumstances to, and the right to make copies at the Sellers sole expense of, those records and documents covering any period prior to each applicable Closing related to the Business, the Acquired Companies or the Acquired Assets as may be reasonably necessary for litigation, preparation of financial statements, Tax Returns and Tax Contests or other valid business purposes. If the Purchaser elects to dispose of any of such records within six (6) years after the Initial Closing Date, the Purchaser shall first give the Seller sixty (60) days written notice, during which period the Seller shall have the right to take such records without payment of consideration. If so requested by either the Seller or the Purchaser, the other party shall enter into a customary joint defense agreement with the Seller or the Purchaser with respect to any information to be provided to such party pursuant to this Section 10.3(b). All rights of access to information and documents granted under this Section 10.3 are subject to restrictions on access to classified facilities and information imposed by Governmental Entities. Each party agrees that any investigation undertaken pursuant to the access granted under this Section 10.3 shall be conducted in such a manner as not to unreasonably interfere with the operation of the other partys business. Notwithstanding anything to the contrary in this Agreement, neither party nor any of its respective Affiliates shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Laws or Orders.

10.4 Indemnification. The Purchaser will not (and will cause STI and Psion not to), for such period of time as is necessary to comply with obligations set forth in the definitive acquisition agreements governing the acquisitions by the Seller of each of STI and Psion, take any action to alter or impair any exculpatory or indemnification provisions now existing in the

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document charter or bylaws (or comparable constituent document) of each of STI or Psion for the benefit of any individual who served as a director or officer of STI or Psion, as applicable, at any time prior to the Initial Closing (each an Affiliate Indemnified Party), except for any changes which may be required to conform with changes in applicable Law or Order and any changes which do not affect the application of such provisions to acts or omissions of such individuals prior to the Initial Closing. In addition, for a period of six (6) years after the Initial Closing, the Purchaser agrees to cover under its D&O insurance policies and indemnification policies each individual who serves as a director or officer of an Acquired Company immediately prior to the applicable Closing and is to continue as a director or officer of such Acquired Company following the applicable Closing Date. Without limiting the generality of the foregoing, and notwithstanding the provisions of Section 8.7 hereof, the provisions of this Section 10.4 are intended for the benefit of, and may be enforced by, each of the Affiliate Indemnified Parties and their respective heirs.

10.5 Confidential Information. The parties agree as follows:

(a) The Seller agrees that following the Initial Closing Date it shall, and shall cause its directors, officers, employees, advisors and Affiliates to, keep the Business Confidential Information (as defined below), confidential for a period of three (3) years from the Initial Closing Date (and, with respect to any and all trade secrets, for so long as such trade secrets are protectable under applicable Law), except that any Business Confidential Information may be disclosed if such disclosure is (i) required by or requested pursuant to any applicable Law or Order (including those promulgated by the SEC), including any information required to be disclosed in any Offering Document to make such information accurate in all material respects, or (ii) necessary to establish rights under this Agreement. For purposes hereof, the term Business Confidential Information means all information (including written, graphical or machine readable information that relates to trade secrets, product plans, vendor and customer information, business plans and data stored electronically) to the extent it relates to the Business, the Acquired Companies, the Acquired Assets or the Assumed Liabilities, other than any such information that (A) is available to the public on the Initial Closing Date, or thereafter becomes available to the public other than as a result of a breach of this Section 10.5(a); (B) is disclosed by the Purchaser to a Third Party without an obligation of confidentiality; (C) is developed by the Seller independently of the Business; or (D) is received by the Seller after the Initial Closing Date from a Third Party without any obligation of confidentiality.

(b) The Purchaser agrees that following the Initial Closing Date it shall, and shall cause its directors, officers, employees, advisors and Affiliates (including the Acquired Companies) to, keep the Seller Confidential Information (as defined below) confidential for a period of three (3) years from the Initial Closing Date (and, with respect to any and all trade secrets, for so long as such trade secrets are protectable under applicable Law), except that any Seller Confidential Information may be disclosed if such disclosure is (i) required or requested pursuant to any applicable Law or Order (including those promulgated by the SEC) or (ii) necessary to establish rights under this Agreement. For purposes hereof, the term Seller Confidential Information means all information (including written, graphical or machine readable information that relates to trade secrets, product plans, vendor and customer information, business plans and data stored electronically) of the Seller and its Affiliates (excluding, for such purpose and for the avoidance of any doubt, the Acquired Companies) that

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document relates to the Excluded Assets or the Excluded Liabilities and provided to the Purchaser in connection with the Contemplated Transactions or otherwise in the possession of the Purchaser or one of its Affiliates (including an Acquired Company) following the Initial Closing, other than any such information that (A) is available to the public on the Initial Closing Date, or thereafter becomes available to the public other than as a result of a breach of this Section 10.5(b); (B) is disclosed by the Seller to a Third Party without an obligation of confidentiality; (C) is developed by the Purchaser independently of the Seller; or (D) is received by the Purchaser after the Initial Closing Date from a Third Party without any obligation of confidentiality.

(c) In no event will the Purchaser or any Acquired Company or any Affiliate or agent of those Persons involved in the operation of the Business advertise or hold itself out as the Seller or any then-current Affiliate of the Seller after the Initial Closing Date. In no event will the Seller or any member of the Seller or any Affiliate or agent of those Persons hold itself out as the Purchaser or any Affiliate of the Purchaser after the Initial Closing Date.

10.6 Assignment of Contracts and Permits. Notwithstanding any other provision of this Agreement, this Agreement does not constitute an agreement to assign or transfer, or effect an assignment or transfer, of any Assumed Contract, Assumed Real Property Lease or Assigned Permit, or any claim or right or any benefit arising thereunder or resulting therefrom, with respect to which the Seller has not obtained a required consent to assignment or transfer as of the applicable Closing and an attempted assignment or transfer thereof without the consent of a Third Party (including any Governmental Entity) would constitute a breach or other contravention thereof or a violation of Law or Order. As to any such Assumed Contract, Assumed Real Property Lease or Assigned Permit, (a) the Seller agrees to continue to use Reasonable Efforts following the applicable Closing Date to obtain any required consent(s), and the Purchaser agrees to use Reasonable Efforts to cooperate in connection with same until the date that is twelve (12) months following the applicable Closing Date, and (b) the parties agree to cooperate in good faith to take such actions as are reasonably necessary to avoid any breach or violation by a party as a result of any failure to obtain any required consent prior to the applicable Closing. The Purchaser and the Seller shall each pay one half of any payment reasonably required by any Third Party for any such consent. If on the applicable Closing Date, any such consent is not obtained or an attempted transfer or assignment would be ineffective or a violation of Law or Order or would impair any member of the Purchaser Groups rights thereto or thereunder so that the Purchaser Group would not receive all such rights, then the Seller and the Purchaser will use Reasonable Efforts to cooperate for twelve (12) months following the applicable Closing in any lawful and reasonable arrangement, to the extent so permitted under the terms of such Assumed Contract, Assumed Real Property Lease or Assigned Permit and applicable Law and Order, to provide the Purchaser Group the obligations and benefits of any such Assumed Contract, Assumed Real Property Lease or Assigned Permit, including subcontracting, licensing or sublicensing to the Purchaser Group of any or all of the Seller Groups rights and obligations with respect to such Acquired Asset. In any such arrangement, the Purchaser will (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (v) promptly reimburse the reasonable costs and expenses of the Seller and its Affiliates related thereto. If and when such consents or approvals are obtained or such other required actions have been taken, the transfer of such Assumed Contract, Assumed Real Property Lease or Assigned Permit will be effected in accordance with the terms of this Agreement.

MASTER ACQUISITION AGREEMENT

(a) Within forty-five (45) days after the execution of this Agreement, the Seller shall use Reasonable Efforts to provide the Purchaser with a list of all material Shared Contracts, indicating which of such material Shared Contracts may be split and assigned in part to a member of the Purchaser Group or replicated for the benefit of the Purchaser Group pursuant to its terms, without the consent of the counterparty thereto or other conditions, including the payment of a transfer or other fee (the Assignable Shared Contracts). Within thirty (30) days after receipt thereof, the Purchaser will provide the Seller with written notice of those Assignable Shared Contracts that a member of the Purchaser Group desires to have split and assume in part or for the Seller to replicate for the Purchaser Groups benefit. Each Assignable Shared Contract for which the Purchaser provides written notice of its desire to have split and assume in part or have replicated for its benefit shall thereafter be deemed (to the extent of the requested split or replication) to be an Assumed Contract hereunder and the Seller Group shall split and partially assign to the Purchaser Group or have replicated for the benefit of the Purchaser Group as of the applicable Closing such Contract in accordance with its terms.

(b) With respect to each material Shared Contract identified pursuant to the first sentence of subsection (a) above that is not an Assignable Shared Contract (the Non-Assignable Shared Contracts), the Purchaser will also, within thirty (30) days after receipt thereof, provide the Seller with written notice of those Non-Assignable Shared Contracts that the Purchaser Group desires to have split and assume in part or have replicated for the benefit of the Purchaser Group. Each party shall use Reasonable Efforts prior to the applicable Closing Date to cause the counterparty to each such Non-Assignable Shared Contract to consent to the split and partial assignment or replication of such Non-Assignable Shared Contract to the Purchaser Group, or to otherwise enter into a new Contract with a member of the Purchaser Group on substantially the same terms as exist under the applicable Shared Contract, in each case as of the applicable Closing. Each such Non-Assignable Shared Contract for which the parties have received consent to the split and partial assignment or replication shall thereafter be deemed (to the extent of the requested split or replication) to be an Assumed Contract hereunder and the Seller Group shall split and partially assign to the Purchaser Group or have replicated as of the applicable Closing such Contract in accordance with its terms. Notwithstanding the foregoing, the Seller Group shall not be required to split and partially assign to the Purchaser Group or have replicated at the applicable Closing any of the Non-Assignable Shared Contracts for which consent has not been obtained. To the extent any counterparty under a Non-Assignable Shared Contract requires the payment of a transfer or other fee for the split and partial assignment or replication of such Shared Contract, the Purchaser and the Seller shall each pay one half of any such fee that is reasonably required. As to any Non-Assignable Shared Contract for which the parties have not received consent, (a) the Seller agrees to continue to use Reasonable Efforts following the applicable Closing Date to obtain any required consent(s), and the Purchaser agrees to use Reasonable Efforts to cooperate in connection with same until the date that is twelve (12) months following the applicable Closing Date, and (b) the parties agree to cooperate in good faith to take such actions as are reasonably necessary to avoid any breach or violation by a party as a result of any failure to obtain any required consent prior to the applicable Closing.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Until any such consent or new Contract is obtained, the Seller and the Purchaser will use Reasonable Efforts to cooperate for twelve (12) months following the Initial Closing, in any lawful and reasonable arrangement, to the extent such cooperation would not result in a breach of the terms of such Non-Assignable Shared Contract, and not prohibited under applicable Law or Order, which will provide the Purchaser Group the obligations and benefits of any such Non-Assignable Shared Contract with respect to the Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Purchaser Group any or all of the Seller Groups rights and obligations with respect to such Non-Assignable Shared Contract with respect to the Business. In any such arrangement, the Purchaser will with respect to the obligations and benefits under the Non-Assignable Shared Contracts that relate to the Business (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (v) promptly reimburse the reasonable costs and expenses of the Seller and its Affiliates related thereto, in each case, solely to the extent each of the foregoing arise out of or relate to the use by the Business of the Non-Assignable Shared Contracts. If and when such consents or approvals are obtained or such other required actions have been taken, the split and partial assignment, or replication, of such Non-Assignable Shared Contract will be effected in accordance with the terms of this Agreement.

(c) The Seller and the Purchaser each agree that Reasonable Efforts for purposes of this Section 10.7 includes an obligation on the Purchaser to provide financial information, subject to receipt from the counterparty to a Shared Contract of an executed confidentiality agreement, and the Purchaser agrees to, and agrees to cause any of its subsidiaries to, enter into a guaranty, in each case, as may be reasonably requested by the counterparty to a Shared Contract.

10.8 Transfer of Acquired Assets; Risk of Loss.

(a) Promptly following each applicable Closing Date, the Purchaser will (i) at the Purchasers cost and expense, prepare for relocation the Acquired Assets located at any facilities currently occupied by the Seller or any of its Affiliates which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by the Purchaser Group pursuant to this Agreement, the Lease/ Sublease Agreements, the Joint Use & Occupancy Agreements or any other agreement entered into in connection with the Contemplated Transactions, or, if a third party facility, the contract for which is not an Assumed Contract (each such facility, an Excluded Seller Facility) and remove and relocate such Acquired Assets from the relevant Excluded Seller Facility, and (ii) be responsible for all data transfer (including from the Seller Group information databases, servers, or data infrastructure facilities), delivery, transmission and reformatting costs and expenses related to the transfer of the Acquired Assets; provided, however, each of the Purchaser and the Seller shall be responsible for one-half of any costs and expenses incurred by the Purchaser or the Seller in connection with any actions reasonably required by a third party to remove Business Confidential Information or Seller Confidential Information, as applicable, in connection with the transfer of data referred to in clause (ii). Subject to the provisions hereof, the Seller agrees to cooperate, and agrees to cause the other members of the Seller Group to cooperate, with the Purchaser Group and provide the Purchaser Group all assistance reasonably requested by the Purchaser in connection with the

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document planning and implementation of the removal and relocation of any Acquired Assets or any portion of any of them to such location as the Purchaser will designate. The Acquired Assets will be transported by or on behalf of the Purchaser, and until all of the Acquired Assets are removed from an Excluded Seller Facility, the Seller will permit, and will cause its Affiliates to permit, the Purchaser and its authorized Representatives, upon reasonable prior notice, to have reasonable access to such Excluded Seller Facility during normal business hours to the extent necessary to disconnect, detach, remove, package and crate the Acquired Assets for transport. The Purchaser will be responsible for (A) disconnecting and detaching all fixtures and equipment that are Acquired Assets from the roof, floor, ceiling and walls of an Excluded Seller Facility so as to be freely removed from such Excluded Seller Facility by the Purchaser Group (and shall repair all damage caused by such removal), (B) packaging and loading the Acquired Assets for transporting to and reinstalling the Acquired Assets at such location(s) as the Purchaser will determine, and (C) repairing any damage that is caused by such removal and leaving the Excluded Seller Facility clean and free of debris and in a safe condition with no exposed wiring.

(b) All risk of loss as to the Acquired Assets will be borne by, and will pass to, the Purchaser Group as of the applicable Closing for each such Acquired Asset.

10.9 Certain Real Property Matters.

(a) At each applicable Closing, the Purchaser shall reimburse the Seller Group for an amount equal to the total of any and all security deposit monies then being held by the landlords under the Assumed Real Property Leases. With respect to the letters of credit or other similar instruments held by the applicable landlord under an Assumed Real Property Lease (each, a Lease Security Instrument) as security for performance of the tenants obligations under such Assumed Real Property Lease, the Purchaser shall use Reasonable Efforts to cause each and every such Lease Security Instrument to be returned to the Seller promptly following the applicable Closing Date. The Purchaser agrees, unconditionally and irrevocably, to reimburse and indemnify the Seller and its Affiliates for and against all payments, costs and expenses incurred after the applicable Closing and relating to any Lease Security Instrument that is not replaced, released, terminated or returned on or prior to the applicable Closing Date, in each case until the release of the Sellers and its Affiliates obligations with respect thereto. All claims by the Seller hereunder and any reimbursements and indemnities by the Purchaser required hereunder shall be made in accordance with the procedures set forth in Section 8.3, but shall not be subject to the limitations set forth in Section 8.5.

(b) At the Purchasers sole cost and expense, the Purchaser shall promptly and, in any event, within one hundred and eighty (180) days following the applicable Closing Date, remove, or cause to be removed, from the Acquired Real Property any and all identification signage, including signs, windows or door lettering, placards or decorations (collectively, the Seller Signage), relating to the Seller Group or containing any Intellectual Property of the Seller Group other than the rights of the Seller (if any) which were transferred to the Purchaser pursuant to the IP Agreement.

(c) The Purchaser acknowledges and agrees that (i) as of the applicable Closing Date, the Seller Group may cancel any and all of its insurance policies and coverages with respect to the Acquired Real Property, and (ii) following the applicable Closing Date, (A)

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the Purchaser assumes any and all Liabilities with respect to maintaining insurance on the Acquired Real Property, and (B) the Seller Group shall have no Liability whatsoever with respect thereto.

10.10 Closing of Books. Each party agrees to consult in good faith and cooperate with the other party and its Representatives, including by making its employees and advisors available to the other party as reasonably requested, in the closing of the Seller Groups books and records with respect to the Business as of the Initial Closing Date in accordance with the Sellers regular closing schedule and procedures.

10.11 Non-Competition.

(a) For a period beginning on the Initial Closing Date until the date which is three (3) years after the Initial Closing Date, the Seller will not, and will not permit any of its Affiliates to, directly or indirectly, in any country in which the Business is conducted as of the Initial Closing Date, own, manage, operate, control or participate in the ownership, management, operation or control of any business that is engaged in any Business Activity for Enterprise Products or products substantially similar to Enterprise Products (collectively, the Seller Competitive Activities).

(b) Notwithstanding the foregoing, and for the avoidance of doubt, the provisions of Section 10.11(a) shall not prohibit the Seller or any of its Affiliates from (i) engaging in Business Activities with respect to (A) Purchaser Excluded Products; or (B) Public Safety LTE Smartphone Devices; or (ii) reselling Enterprise Wireless LAN Products together with the sale of Purchaser Excluded Products.

(c) Notwithstanding the provisions of Section 10.11(a), the acquisition (by asset purchase, stock purchase, merger, consolidation or otherwise) by the Seller or any of its Affiliates of the stock, business or assets of any Person that at the time of such acquisition is engaged in Seller Competitive Activities, and the continuation of such Seller Competitive Activities following such acquisition shall not be in breach of the terms of this Section 10.11 if: (i) the portion of the revenues of such Person and its subsidiaries on a consolidated basis for the most recent fiscal year ending prior to the date of such acquisition that is attributable to Seller Competitive Activities by such Person and its subsidiaries account for less than twenty percent (20%) of the revenues of such Person and its subsidiaries on a consolidated basis for such fiscal year; and (ii) the Seller uses Reasonable Efforts to divest, or causes its Affiliates to use Reasonable Efforts to divest, such Seller Competitive Activities within twelve (12) months after the consummation of such acquisition.

(d) Nothing in this Section 10.11 will restrict or prevent the Seller or any of its Affiliates from maintaining and/or undertaking passive investments in Persons primarily engaged in the Seller Competitive Activities so long as the aggregate interest represented by such investments does not exceed (i) five percent (5%) of any class of the outstanding debt or equity securities of any such Person, in the case of a Person whose shares are listed on a national securities exchange or the NASDAQ National Market System or equivalent foreign exchange or quotation system or (ii) ten percent (10%) of any class of the outstanding equity or debt securities in the case of any other Person.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 10.12 Reimbursement of Certain Financing Costs. If the Initial Closing occurs on a date following the six (6) month anniversary of the date hereof, the Seller agrees to reimburse the Purchaser, by wire transfer of immediately available funds to an account designated by the Purchaser, an amount equal to the Seller Percentage Share of the Incremental Financing Fees. For purposes of this Section 10.12, Incremental Financing Fees means all fees and interest expense actually paid by the Purchaser to the Financing Sources (a) in respect of the Term Facility (as defined in the Fee Letter) ticking fee on the term loan commitments from and after the six (6) month anniversary of the date hereof until the Initial Closing Date, and (b) if, following a debt securities offering that decreases the bridge commitment, the Financing Sources fund the proceeds of such offering into escrow to reduce their bridge loan commitment, in respect of the accrued interest on the high yield notes from the closing date of the Securities Offering into escrow to the Initial Closing Date. Also for purposes of this Section 10.12, the Seller Percentage Share shall be an amount equal to (a) (i) the amount in respect of the Incremental Financing Fees actually paid by the Purchaser to the Financing Sources divided by (ii) two (2), multiplied by (b) 0.65. If the Contemplated Transactions are consummated and any amounts are due pursuant to this Section 10.12, the Seller agrees to make such payment no later than ten (10) days following receipt of the calculation of such Incremental Financing Fees and evidence of the Incremental Financing Fees paid, in each case as reasonably satisfactory to the Seller. Notwithstanding anything to the contrary, in no event shall the Seller be responsible for reimbursing the Purchaser for an amount greater than $5,650,000 with respect to each month up to the Initial Closing Date following the six (6) month anniversary of the date hereof.

ARTICLE 11 MISCELLANEOUS

11.1 Governing Law; Forum.

(a) The Laws of the State of Delaware (without reference to its principles of conflicts of law) shall govern the construction, interpretation and other matters arising out of or in connection with this Agreement and its exhibits and schedules (whether arising in contract, tort, equity or otherwise).

(b) The parties mutually desire that friendly collaboration will develop between them. Accordingly, they will try to resolve in a friendly manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement or any agreement or document delivered pursuant hereto or the Transaction Agreements, including any amendments hereof and thereof. Except with respect to matters for which an injunction, specific performance or other equitable relief is sought pursuant to Section 11.13, in the event that after the date hereof, to the extent that any misunderstanding, dispute, controversy or claim (a Dispute) arising out of or relating to the transactions contemplated by the Principal Agreements or the validity, interpretation, breach or termination of any such agreement cannot be resolved agreeably in a friendly manner either the Purchaser or the Seller may by written notice to the other party (the Initial Notice) call for the consideration of such dispute by a high level management employee, which shall be the Senior Vice President, Business Development and Ventures of the Seller and Senior Vice President, Corporate Development of the Purchaser, or an equivalent position, as the case may be (a High Level Management Employee), to discuss and attempt to resolve the Dispute. Such High Level Management Employee may be

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document assisted by other advisors, including accountants, attorneys and employees, in his or her discussions and negotiations with the other party. The Purchaser and the Seller agree to negotiate in good faith with one another for an additional period ending sixty (60) days after the date of the Initial Notice. Any Dispute which the parties cannot resolve through negotiation within such sixty (60) day period may then be submitted to the courts for resolution pursuant to Section 11.1(c). Nothing in this Section 11.1(b) will prevent either party from resorting to judicial proceedings if (i) Reasonable Efforts to resolve the Dispute under these procedures have been unsuccessful or (ii) interim relief from a court is necessary to prevent serious and irreparable injury to one party or to others. All offers of compromise or settlement among the parties or their Representatives in connection with the attempted resolution of any Dispute shall be deemed confidential settlement communications that have been delivered in furtherance of a Dispute settlement and shall be exempt from discovery and production and shall not be admissible in evidence (whether as an admission or otherwise) in any proceeding for the resolution of the Dispute.

(c) The parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware over any Dispute arising out of or relating to the Transaction Agreements or any agreement or instrument contemplated thereby or entered into in connection herewith or therewith or any of the transactions contemplated hereby or thereby. Each party hereby irrevocably agrees that all claims in respect of such Dispute or proceeding will be heard and determined in such courts (and the courts hearing appeals from such courts). The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such Dispute brought in such court or any defense of inconvenient forum in connection therewith. TO THE EXTENT PERMITTED BY APPLICABLE LAW THEN IN EFFECT, EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM WHETHER BASED ON CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTION OF ANY OF THE PARTIES THERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

(d) EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, EACH PARTY HERETO WAIVES ANY CLAIM FOR ATTORNEYS FEES, COSTS OR PREJUDGMENT INTEREST FROM THE OTHER.

(e) Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise, against any of the Financing Source Related Parties in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing or the Debt Commitment Letter or the performance of any of the foregoing, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court.

MASTER ACQUISITION AGREEMENT

(a) This Agreement binds and benefits the parties and their respective successors and assignees, except that the Purchaser will not assign any of its rights under this Agreement prior to the Initial Closing without the prior written consent of the Seller; provided that, without such consent, the Purchaser may transfer or assign, in whole or in part from time to time, to the Financing Sources and any other financing sources for collateral security purposes, but no such transfer or assignment will relieve the Purchaser of its obligations hereunder. In addition, no party may delegate any performance of its obligations under this Agreement, except that the Purchaser may at any time assign, delegate or transfer in whole or in part the performance of its obligations (other than the obligation to pay the Purchase Price) to any Affiliate of the Purchaser so long as the Purchaser (i) remains fully responsible for the performance of the delegated obligations by executing such documents or instruments as the Seller may reasonably request and (ii) such Affiliate executes a written agreement of assumption of such obligations in a form reasonably acceptable to the Seller.

(b) Notwithstanding the foregoing, following the Initial Closing, the Seller may assign all or part of its rights under this Agreement and delegate all or part of its obligations under this Agreement to one or more Persons, the majority of the capital stock or equity interest of which are owned, directly or indirectly, by the Seller or any Affiliate thereof so long as the Seller (i) remains fully responsible for the performance of the delegated obligations by executing such documents or instruments as the Purchaser may reasonably request and (ii) such assignee executes a written agreement of assumption of such obligations in a form reasonably acceptable to the Purchaser; in which event all the rights and powers of the Seller and the remedies available to it under this Agreement shall extend to and be enforceable by each such assignee. In the event of any such assignment and delegation referred to above, the term Seller as used in this Agreement shall be deemed to refer to each such assignee of the Seller where appropriate, and shall be deemed to include both the Seller and each such assignee where appropriate.

(c) Subject to Section 11.2(a), nothing in this Agreement, express or implied, other than the rights of Indemnified Parties pursuant to Article 8 and Affiliate Indemnified Parties pursuant to Section 10.4, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(d) Without limiting the generality of the foregoing, nothing in this Agreement, whether express or implied, shall: (i) confer third-party beneficiary rights upon any Transferred Employee; (ii) be construed as giving to any Transferred Employee any legal or equitable right against the Seller or the Purchaser or their Affiliates; (iii) constitute a contract of employment or give any Transferred Employee a right to be retained in the employ of either the Seller or the Purchaser or any of their Affiliates or a right to any particular terms or conditions of such employment, unless the Transferred Employee would otherwise have that right under applicable Law; (iv) be interpreted to prevent or restrict the Purchaser or any of its Affiliates from modifying or terminating the employment or terms of employment of any Transferred Employee, including the amendment or termination of any benefit or compensation plan, program, policy, agreement or arrangement, after any applicable Closing Date; (v) limit the ability of the Purchaser or any of its Affiliates (including, following any applicable Closing Date, the Acquired Companies) to terminate the employment of any employee (including any

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Transferred Employee) or the engagement of any Contractor (as defined in the Employee Matters Agreement) at any time and for any or no reason; or (vi) be treated as an amendment or other modification of any Employee Benefit Plan or other compensation or benefit plan, program, policy, agreement or arrangement.

(e) Notwithstanding the foregoing, each Financing Source shall be an express third party beneficiary of and shall be entitled to rely upon and enforce Sections 11.1(a), 11.1(c), 11.1(d), 11.1(e), 11.7 and 11.13 and this Section 11.2(e). In addition, the Seller agrees, on behalf of itself, its Affiliates and their respective directors, officers, managers, members, stockholders, partners, employees, agents, Representatives, successors and permitted assigns (collectively, the Seller Related Parties) that the Financing Source Related Parties shall be subject to no liability or claims (whether legal or equitable, arising under contract, tort or otherwise) by the Seller or the Seller Related Parties arising out of or relating to this Agreement, the Financing, the Debt Commitment Letter or the Contemplated Transactions or in connection with the Financing, or the performance of services by such Financing Source Related Parties with respect to the foregoing.

11.3 Severability. If any term or provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining terms and provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

11.4 Entire Agreement; Conflicting Provisions. This Agreement, together with the other Transaction Agreements and any side letters executed by the parties in connection therewith, and all of the exhibits and schedules appended hereto and thereto, constitute the final, complete and exclusive statement of the parties agreement on the matters contained herein and therein. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement and the other Transaction Agreements are superseded by this Agreement and the other Transaction Agreements, including, but subject to Section 5.5(b) hereof, the NDA. In the event of any conflict between any specific provision of this Agreement (including Section 10.5) and the provisions of the IP Agreement with respect to the subject matter thereof, the provisions of the IP Agreement will control, and in the event of any conflict between any specific provision of this Agreement and the provisions of the Employee Matters Agreement with respect to the subject matter thereof, the provisions of the Employee Matters Agreement will control.

11.5 Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party to the other party. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission which includes a copy of the sending partys signature(s) is as effective as signing and delivering the counterpart in person.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 11.6 Expenses. Except to the extent specified otherwise in this Agreement, each party will pay its own costs, professional fees and other expenses (including all legal, accounting, broker, lender or investment banking) incurred by it in connection with the Contemplated Transactions.

11.7 Amendment. The parties may amend this Agreement only by a written agreement signed by the parties and that identifies itself as an amendment to this Agreement.

11.8 Waiver. The parties may waive a provision of this Agreement only by a writing signed by the party against whom enforcement of the waiver is sought. A party is not prevented from enforcing any right, remedy or condition in the partys favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a partys rights and remedies in this Agreement is not intended to be exclusive, and a partys rights and remedies are intended to be cumulative to the extent permitted by Law and include any rights and remedies authorized in Law or in equity.

11.9 Notices. Each party giving any notice required or permitted under this Agreement will give the notice in writing, and shall be deemed to have been duly given: (a) when received if delivered personally; (b) when transmitted if sent by facsimile (with transmission confirmed); (c) the day after it is sent if sent by commercial overnight courier; (d) upon receipt if sent by certified or registered mail (return receipt requested); or (e) when transmitted if sent by email (with receipt confirmed by recipient). Notice to a party is effective for purposes of this Agreement only if given as provided in this Section 11.9 at the address of which the sending party has been notified in accordance with this Section 11.9.

If to the Seller: Motorola Solutions, Inc. 1303 E. Algonquin Road Schaumburg, Illinois 60196 Facsimile: (847) 576-4688 Email: [email protected] Attention: Michael Annes, Senior Vice President, Business Development and Ventures With copies to: Motorola Solutions, Inc. 1303 E. Algonquin Road Schaumburg, Illinois 60196 Facsimile: (847) 576-4688 Email: [email protected] Attention: Mark Hacker, General Counsel Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 United States of America Facsimile: (312) 558-5700 Email: [email protected] [email protected] Attention: Matthew D. Costigan Oscar A. David

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If to the Purchaser: Zebra Technologies Corporation 475 Half Day Road Suite 500 Lincolnshire, Illinois 60069 Facsimile: (847) 821-1492 Email: [email protected] Attention: Jim Kaput, General Counsel With a copy to: Kirkland & Ellis LLP 300 N. LaSalle Street Chicago, Illinois 60654 Facsimile: (312) 862-2200 Email: [email protected] [email protected] Attention: R. Henry Kleeman R. Scott Falk, P.C.

11.10 Construction of Agreement.

(a) Where this Agreement states that a party shall, will or must perform in some manner or otherwise act or omit to act, it means that the party is legally obligated to do so in accordance with this Agreement.

(b) In the negotiation of this Agreement, each party has received advice from its own attorney. This Agreement is not to be construed for or against any party based on which party drafted any of the provisions of this Agreement.

(c) The captions, titles, headings, recitals and table of contents included in this Agreement are for convenience only, and do not affect the construction or interpretation of this Agreement.

(d) This Agreement does not, and is not intended to, confer any rights or remedies in favor of any Person other than the parties signing this Agreement, except as may be specifically set forth in other provisions of this Agreement.

(e) The words including, includes, or include are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as without limitation or but not limited to are used in each instance.

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (f) The words hereof, herein and hereunder and words of similar import when used in this Agreement will refer to this Agreement as a whole (including any annexes, exhibits and schedules to this Agreement) and not to any particular provision of this Agreement, and section and subsection references are to this Agreement unless otherwise specified.

(g) Any reference in this Agreement to wire transfers or other payments requires payment in Dollars unless some other currency is expressly stated in that reference.

(h) Any reference in this Agreement to the singular includes the plural where appropriate. Any reference in this Agreement to the masculine, feminine or neuter gender includes the other genders where appropriate.

11.11 No Joint Venture. Nothing in this Agreement creates a joint venture or partnership between the parties. This Agreement does not authorize any party (a) to bind or commit, or to act as an agent, employee or legal representative of, another party, except as may be specifically set forth in other provisions of this Agreement, or (b) to have the power to control the activities and operations of another party. The parties are independent contractors with respect to each other under this Agreement. Each party agrees not to hold itself out as having any authority or relationship contrary to this Section 11.11.

11.12 Disclosure Schedules. The Seller and the Purchaser each acknowledge that the other party is relying on the accuracy of the Seller Representations or the Purchaser Representations, respectively, in entering into this Agreement and consummating the Contemplated Transactions. Accordingly, nothing in any particular schedule or section of the Purchaser Disclosure Schedule or the Seller Disclosure Schedule shall be deemed to be disclosed in any other schedule or section of the Purchaser Disclosure Schedule or the Seller Disclosure Schedule, respectively, except to the extent the applicability of the disclosure to another schedule or section is reasonably apparent on the face of such disclosure.

11.13 Remedies Cumulative; Specific Performance. The provisions of this Section 11.13 are subject to Section 8.6 herein. The rights and remedies of the parties hereto will be cumulative (and not alternative). The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the Contemplated Transactions) in accordance with its specified terms or otherwise breach such provisions. Therefore, notwithstanding anything in Section 11.1 or elsewhere in this Agreement to the contrary, the parties acknowledge and agree that the parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at Law or in equity. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other party has an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. If, prior to the Termination Date, any party brings

MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document a Legal Proceeding to enforce the terms and provisions hereof, the Termination Date may, to the extent determined to be appropriate by the court of competent jurisdiction presiding over such Legal Proceeding, be extended by any time period established by such court. Subject to Section 7.3(b), notwithstanding anything to the contrary in this Agreement, neither the Seller nor any of its Affiliates or Representatives shall be entitled to any specific performance, injunctive relief, other equitable relief or enforcement of the terms of this Agreement with respect to the failure of the Purchaser to complete the Contemplated Transactions in the event of a Financing Failure, in which case, the provisions of Section 7.3(b) and Section 7.4 shall apply, which shall be the sole and exclusive remedies of the Seller, its Affiliates and Representatives. For the avoidance of doubt, neither this Section 11.13 nor Section 7.3(b) shall limit the Sellers ability to seek specific performance of the Purchasers obligations pursuant to Section 5.8 or to seek specific performance of the Purchasers obligations to consummate the Contemplated Transactions if a Financing Failure is cured.

11.14 Contract Under Seal. The Seller and the Purchaser intend that, to the fullest extent permitted by Law, this Agreement shall be treated and construed as a contract under seal under the Laws of the State of Delaware with all the consequences of such a contract under the Laws of the State of Delaware; provided, however, that the parties hereto agree that, notwithstanding the designation of this Agreement as a contract under seal, the applicable limitations period shall be reduced as follows: (i) for purposes of Section 8.4(b), the statute of limitation (including any extensions or waivers thereof) applicable to a claim for Taxes, (ii) for purposes of Section 8.4(c), seven years from the anniversary date of the Initial Closing Date, (iii) for purposes of Section 8.4(d), three years from the anniversary date of the Initial Closing Date, (iv) for purposes of Section 8.4(e), eighteen months from the anniversary date of the Initial Closing Date, (v) for purposes of Section 8.4(f), the shorter of three years or the applicable statute of limitations (including any extension or tolling thereof), in each case measured from the anniversary date of the Initial Closing Date, or any shorter period specified, (vi) for purposes of Section 8.4(g), the shorter of the applicable statute of limitations, twenty years or until the date of resolution of the matter covered by the notice provided thereunder, and (vii) for purposes of any other claims not specifically addressed by Section 8.4, three years from the anniversary date of the Initial Closing Date.

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MASTER ACQUISITION AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

ZEBRA TECHNOLOGIES CORPORATION, a Delaware MOTOROLA SOLUTIONS, INC., a Delaware corporation corporation [SEAL] [SEAL]

By: /s/ Anders Gustafsson By: /s/ Michael Annes Name: Anders Gustafsson Name: Michael Annes Title: Chief Executive Officer Title: Senior Vice President

SIGNATURE PAGE TO MASTER ACQUISITION AGREEMENT

Exhibit Document Name A Certain Definitions B Intellectual Property Agreement C Employee Matters Agreement D Form of Transition Services Agreement E Form of Stock Power F-1 Form of Bill of Sale F-2 Form of Assignment and Assumption Agreement G Form of Local Asset Transfer Agreement H Form of Joint Use & Occupancy Agreement I-1 Form of Lease Agreement I-2 Form of Sublease Agreement J Form of Lease Assignment K Certificate of Merger L Acquired Companies M Seller Group N Purchaser Group O Closing Working Capital Calculation Methodology

Certain Definitions

For purposes of the Agreement (including this Exhibit A):

Accounts Payable has the meaning set forth in Section 1.3(b).

Accounts Receivable has the meaning set forth in Section 1.1(i).

Acquired Assets means the Acquired Company Shares and the Separately Owned Acquired Assets.

Acquired Company means each of the Subsidiaries of the Seller set forth in Exhibit L.

Acquired Company Assets means all of the assets of the Acquired Companies whether owned, licensed or leased by the Acquired Companies.

Acquired Company Leased Real Property means the real property subject to the Acquired Company Leases.

Acquired Company Leases has the meaning set forth in Section 3.15(b).

Acquired Company Owned Real Property has the meaning set forth in Section 3.15(a).

Acquired Company Releasee has the meaning set forth in Section 8.8(a).

Acquired Company Shares means all of the outstanding capital stock of each Acquired Company denoted on Exhibit L as having its equity transferred to the Purchaser Group by a member of the Seller Group in connection with the Contemplated Transactions.

Acquired Real Property means the Assumed Leased Real Property, the Acquired Company Owned Real Property and the Acquired Company Leased Real Property, collectively.

Acquired Tangible Personal Property has the meaning set forth in Section 1.1(b).

Additional Closing means a closing of the sale and purchase of Acquired Assets and the assumption of Assumed Liabilities with respect to any country the closing of which did not occur at the Initial Closing.

Affiliate means (a) in the case of a Business Entity, another Business Entity or a Person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Business Entity, or (b) in the case of an individual, (i) the members of the immediate family (including parents, siblings and children) of the individual and the individuals spouse, and (ii) any Business Entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, any of the foregoing individuals. For the avoidance of doubt, each Acquired Company shall not be deemed to be an Affiliate of the Seller following the applicable Closing Date.

A-1

Agreed Allocation has the meaning set forth in Section 9.2(a).

Agreed Portion has the meaning set forth in Section 8.3(b)(ii).

Agreement has the meaning set forth in the introductory paragraph hereto.

Alternative Financing has the meaning set forth in Section 5.8(a).

Alternative Transaction has the meaning set forth in Section 5.12.

Antitrust Laws has the meaning set forth in Section 5.6(b).

Applicable Governmental Authorization has the meaning set forth in Section 3.10.

Assets means all assets, properties and rights of every kind (whether tangible or intangible), including real and personal property.

Assignable Shared Contracts has the meaning set forth in Section 10.7(a).

Assigned Permits has the meaning set forth in Section 1.1(g).

Assignment and Assumption Agreement has the meaning set forth in Section 1.5(c).

Assumed Contracts has the meaning set forth in Section 1.1(c).

Assumed Employment Liabilities has the meaning set forth in the Employee Matters Agreement.

Assumed Leased Real Property means the real property subject to the Assumed Real Property Leases.

Assumed Liabilities has the meaning set forth in Section 1.3.

Assumed Real Property Leases has the meaning set forth in Section 1.1(a).

Audited Financial Statements has the meaning set forth in Section 3.5(a).

Authorized Seller Representative means Michael Annes or any other person so authorized in writing by the Seller.

Bill of Sale has the meaning set forth in Section 1.5(b).

Business means the business of designing, developing, manufacturing, distributing, offering for sale, selling, reselling, supporting, and providing maintenance, integration and product and network management services (collectively, the Business Activities), for Enterprise Products and Smart Sensing Network Equipment, in each case to the extent such business is conducted by the Seller or any of its Affiliates.

A-2

Business Confidential Information has the meaning set forth in Section 10.5(a).

Business Day means any day other than Saturday, Sunday or any day on which banking institutions in the States of Illinois or New York are closed either under applicable Law or action of any Governmental Entity.

Business Entity means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity.

Business Records has the meaning set forth in Section 1.1(h).

Business Systems means the computer systems (including the software, firmware, and hardware), telecommunications, networks, peripherals, and platforms (including any outsourced systems and processes) that are used by any Business Entity in the conduct of the Business.

Cash means all cash and cash equivalents (including commercial paper, certificates of deposit and other bank deposits, treasury bills, short term investments and all other marketable securities), investment accounts and other similar cash items.

Certificate of Merger has the meaning set forth in Section 1.6(a).

Claim Notice has the meaning set forth in Section 8.3(a).

Claimed Amount has the meaning set forth in Section 8.3(a).

Claims means any and all claims (including any cross-claim or counterclaim), causes of action, suits, charges, complaints, litigation, demands, arbitration, proceedings (including any civil, criminal, administrative, investigative or appellate proceedings), hearings, inquiries, audits, disputes and other assertions of Liability, whenever or however arising.

Closing means the Initial Closing or any Additional Closing, as applicable.

Closing Cash means the sum of (a) the Transferred Cash, plus (b) the Cash held by the Acquired Companies and their Subsidiaries as of the Initial Closing, in each case calculated in accordance with GAAP, applied consistently; provided, however, that Closing Cash shall (i) include Third Party checks deposited or held in Transferred Accounts and the accounts of an Acquired Company that have not yet cleared determined in accordance with GAAP, but (ii) be reduced by the amount of all outstanding checks on draft with respect to a Transferred Account or of an Acquired Company and its Subsidiaries that are issued or outstanding at such time, but only to the extent that the amounts payable in respect of such outstanding checks are not included as Accounts Payable in the calculation of Final Closing Working Capital.

Closing Cash Certificate has the meaning set forth in Section 2.4(b).

A-3

Closing Date means the Initial Closing Date or any date upon which an Additional Closing occurs, as applicable.

Closing Purchase Price Payment has the meaning set forth in Section 2.1(a).

Closing Statement has the meaning set forth in Section 2.5(a).

Closing Working Capital means, at any time, (i) the aggregate amount of the following balance sheet asset accounts for the Business: Accounts Receivable, Inventory (Net), Contractor Receivables, Deferred Costs, Short-Term VAT Assets and Other Current Assets, minus (ii) the aggregate amount of the following balance sheet liabilities for the Business: Accounts Payable, Profit Sharing, Employee Comp.Other, Product and Service Warranty, Supplier Liability, Contractor Payables, Customer Reserves, Customer Prepaids, Deferred Revenue, Department Accruals, Short-Term VAT Liability, Other Trade Liability and Other Current Liabilities, calculated based on and consistent with the methodology and line items (and specific subaccounts with respect to each line item that aggregate to the totals) set forth in the reference calculation as of December 31, 2013 attached hereto as Exhibit O, and prepared in accordance with GAAP and using the same principles, policies and methodologies used in preparing the Audited Financial Statements.

Closing Working Capital Certificate has the meaning set forth in Section 2.4(a).

Code means the Internal Revenue Code of 1986, as amended.

Compliant shall mean, with respect to the Required Information, that (i) such Required Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading, (ii) in the case of the Required Information delivered in connection with the offering of high yield debt securities, such Required Information is, and remains throughout the Marketing Period, compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act (excluding information required by Regulation S-X Rule 3-09, Rule 3-10 and Rule 3-16 of Regulation S-X or segment reporting and Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K) for offerings of debt securities on a registration statement on Form S-1, (iii) the Sellers auditors have not withdrawn any audit opinion with respect to any financial statements contained in the Required Information, (iv) with respect to any interim financial statements, such interim financial statements have been reviewed by the Sellers auditors as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722, (v) in the case of the Required Information delivered in connection with the offering of high yield debt securities, the Sellers auditors have delivered drafts of customary comfort letters, including as to customary negative assurances and change period, and such auditors have confirmed they are prepared to issue any such comfort letter when customarily required to be delivered during the Marketing Period and (vi) in the case of the Required Information delivered in connection with the offering of high yield debt securities, the financial statements and other financial information (excluding information required by Regulation S-X Rule 3-09, Rule 3-10 and Rule 3-16 and

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document segment reporting) included in such Required Information are, and remain throughout the Marketing Period, sufficient to permit (A) a registration statement on Form S-1 using such financial statements and financial information to be declared effective by the SEC on the last day of the Marketing Period and (B) the Financing Sources (including underwriters, placement agents or initial purchasers) to receive customary comfort letters from the Sellerss independent auditors on the financial statements and financial information contained in any offering memoranda, including as to customary negative assurances and change period, in order to consummate any offering of debt securities on the last day of the Marketing Period.

Consideration has the meaning set forth in Section 9.2(a).

Contemplated Transactions has the meaning set forth in Section 2.2(a).

Contesting Party has the meaning set forth in Section 10.3(a).

Contract means any contracts, agreements, arrangements, real property leases, personal property leases, licenses, obligations, commitments and undertakings, whether written or oral, express or implied.

Controlling Party has the meaning set forth in Section 8.3(d)(iii).

Damages means any claims, injuries, losses, damages, liabilities (including any liabilities for Taxes), settlements, judgments, awards, penalties, fines, costs or expenses (including reasonable legal, expert and consultant fees and expenses) but excluding (other than with respect to any of the foregoing paid to a third party by an Indemnified Party) any special, incidental, indirect, exemplary, punitive or consequential damages (including lost profits, loss of revenue or lost sales).

Data Protection Laws means the European Union Data Protection Directive (Directive 95/46/EC), as well as any federal and state law or regulation of the United States or any jurisdiction that is applicable to the Seller and its Affiliates and relates to the protection, collection, storage, transmission, transfer (including cross-border transfers), disclosure or use of personally identifiable information (including such information of employees, former employees and customers of the Seller and its Affiliates).

Debt Commitment Letter means, collectively, the commitment letter, dated as of April 14, 2014, from the Financing Sources identified therein, pursuant to which such Financing Sources have agreed, subject to the terms and conditions set forth therein (including in the exhibits and annexes attached thereto), to provide the Financing, and the Fee Letter related thereto, in each case, as amended, restated, supplemented or otherwise modified in accordance with the terms thereof and of this Agreement.

Deductible has the meaning set forth in Section 8.5(a).

Dispute has the meaning set forth in Section 11.1(b).

Dollars and the sign $ each mean lawful money of the United States of America.

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Employee Benefit Plan has the meaning set forth in the Employee Matters Agreement.

Employee Matters Agreement means that certain Employee Matters Agreement of even date herewith by and between the Seller and the Purchaser appended hereto as Exhibit C, as the same may be amended from time to time.

Encumbrance means any claim, mortgage, pledge, security interest, encumbrance, charge, license, or other lien (whether arising by contract or by operation of law).

Enterprise Data Capture Products means (i) bar code scanner products for reading machine-readable symbols (including fixed, handheld, portable, wearable, and vehicle-mounted laser scanners and linear and area imagers), (ii) radio frequency identification (RFID) reader products used to communicate with RFID tags (including portal RFID readers, doorway, forklift, crane and delivery- door RFID readers, handheld RFID readers, and fixed, vehicle-mounted, wearable, portable, hands-free and mobile RFID readers), or (iii) associated accessories and Software, in each case, to the extent such products are the same as those (a) offered by the Enterprise Segment on or prior to the Initial Closing Date or (b) under development by the Enterprise Segment on the Initial Closing Date.

Enterprise Mobile Computing Products means durable or rugged enterprise-grade fixed, handheld, wearable, vehicle-mounted, or portable computing or smartphone products, which products shall include handheld and portable mobile computers, gun handle mobile computers, tablet computers, vehicle-mounted computers and wearable computers, in each case, to the extent such products are the same as those (i) offered by the Enterprise Segment on or prior to the Initial Closing Date, or (ii) under development by the Enterprise Segment on the Initial Closing Date.

Enterprise Products means (i) Enterprise Data Capture Products, (ii) Enterprise Mobile Computing Products, or (iii) Enterprise Wireless LAN Products.

Enterprise Segment means the Enterprise reporting segment as reflected in the Seller Financial Statements except to the extent they include Integrated Digital Enhanced (iDEN) protocol network infrastructure products and related Software and services.

Enterprise Wireless LAN Products means products that provide connectivity to wireless products within a local area network (whether indoors or outdoors) and that operate in compliance with the IEEE 802.11 standard (which products shall include types of products that are wireless local area network (LAN) products, including (i) wireless access points and ports compliant with the IEEE 802.11 standard, (ii) wireless controllers compliant with the IEEE 802.11 standard, (iii) wireless switches designed for use with the foregoing wireless access points, ports and controllers, and (iv) related LAN accessories and Software), in each case, to the extent such products are the same as those (a) offered by the Enterprise Segment on or prior to the Initial Closing Date, or (b) under development by the Enterprise Segment on the Initial Closing Date.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Environmental Laws means any Law that pertains to environmental protection or environmental contamination of any type whatsoever, including all Laws relating to (i) the manufacture, processing, use, distribution, treatment, storage, disposal, generation or transportation of Hazardous Materials; (ii) air, surface, ground, water or noise pollution; (iii) any Release of Hazardous Materials; (iv) the protection of wildlife, endangered species, wetlands or other natural resources; (v) the protection of the health and safety of employees; and (vi) any notification requirements relating to the foregoing, and including the following statutes and regulations adopted thereunder: (A) the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. § 9601 et seq. (CERCLA); (B) the Solid Waste Disposal Act, as amended by the Resource Conservation Recovery Act and the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. § 6901 et seq. (RCRA); (C) the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. § 1251 et seq.; (D) the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.; (E) the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq. (TSCA); (F) the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. (HMTA); (H) the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; (I) the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; and (J) the Occupational Safety and Health Act, 19 U.S.C. § 6251 et seq.

Environmental Permit means any permit, license, certification, approval or registration required under any Environmental Law.

Estimated Closing Cash has the meaning set forth in Section 2.4(b).

Estimated Closing Working Capital has the meaning set forth in Section 2.4(a).

Estimated Closing Working Capital Deficiency has the meaning set forth in Section 2.4(a).

Estimated Closing Working Capital Surplus has the meaning set forth in Section 2.4(a).

Exchange Act means the Securities Exchange Act of 1934, as amended.

Excluded Assets has the meaning set forth in Section 1.2.

Excluded Field Products means any product to the extent it was designed, developed, or manufactured for use in conjunction with or for interoperability with a (i) Public Safety Next-Gen LTE Network or (ii) Two-Way Radio Network.

Excluded Infrastructure Equipment means (i) (a) government, public safety or defense communications network infrastructure equipment and systems, or (b) professional and commercial communications network infrastructure equipment and systems, in each case of clauses (a) and (b), to the extent designed, developed, or manufactured to operate with Excluded Mobile Radio Products, or (ii) network infrastructure equipment to the extent designed, developed, or manufactured to operate with a Public Safety Next-Gen LTE Network and on the frequency band allocated to the Public Safety Community.

Excluded Liabilities has the meaning set forth in Section 1.4.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Excluded Mobile Radio Products means any product (including any such government, public safety and defense, professional, and commercial product): (i) to the extent that such product has a primary communication mode of Push-to-Talk and contains a transceiver that operates: (a) in a frequency band that is allocated for land mobile radio users; and (b) in compliance with any Two-Way Radio Standard; or (ii) to the extent that such product contains a transceiver that operates in compliance with the Integrated Digital Enhanced (iDEN) protocol.

Excluded Seller Facility has the meaning set forth in Section 10.8(a).

Excluded Services means accounting and audit services, including S-Ox compliance and statutory reporting; treasury and banking services, including customer financing and factoring; insurance services; HR systems and administration, including payroll and benefits administration; travel and entertainment; tax services; executive and management services; legal services; risk management services, including credit limit approval, price exception approval and demand planning approval; environmental, health and safety services; corporate marketing, strategy and development services; aircraft services; and investor relation services.

Excluded Software and Solutions means (i) a command and control solution (hardware and Software) to the extent that it is designed, developed, or manufactured primarily for use by the Public Safety Community or Government Entities, or (ii) Software to the extent designed primarily to operate Excluded Mobile Radio Products or Excluded Infrastructure Equipment.

Excluded Taxes means, without duplication, the following: (i) except for Taxes payable by any Acquired Company, all Taxes relating to the acquisition, ownership, or sale of any Acquired Asset in any Pre-Closing Period; (ii) all Taxes payable by any Acquired Company for any Pre-Closing Period; and (iii) all Taxes for which any Acquired Company is held liable by reason of such Acquired Company being included in any consolidated, affiliated, combined or unitary group with the Seller (or any Affiliates of the Seller) at any time before the Initial Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or non-U.S. Law or regulation; (iv) any and all Taxes for a Pre-Closing Period of any person imposed on the Acquired Company as a transferee or successor resulting from an event or transaction occurring before the Initial Closing Date; (v) all Income Taxes attributable to any inclusion under Section 951(a) of the Code by the Purchaser at the end of the taxable year of a foreign Subsidiary that includes the Initial Closing Date allocable to the Pre-Closing Period; (vi) all Taxes payable for a Pre-Closing Period pursuant to a contract (other than this Agreement) entered into by any Acquired Company prior to the Initial Closing Date; (vii) all Income Taxes resulting from the Rebuttal of Triggering Event Taxes; (viii) all Transfer Taxes and Indirect Taxes that the Seller is responsible for under Section 9.1(d) and Section 9.1(e); and (ix) the cost of filing any Seller Prepared Returns under Section 9.5. Notwithstanding the foregoing, the term Excluded Taxes shall exclude (a) any Transfer Taxes and Indirect Taxes the Purchaser is responsible under Sections 9.1(d) and 9.1(e); (b) any Taxes that result from a breach by the Purchaser of any covenant or other obligation in this Agreement (including in Article 9); (c) Taxes for which the Purchaser is liable for under Section 10.6 or Section 10.7; (d) any Taxes imposed under Treasury Regulation Section 1.1503(d) or any other provision of the Code or Treasury Regulations or any provision of state or local or non-U.S. laws resulting from any loss or recapture (including as a result of a triggering event as such term is used in Treasury Regulation Section 1.1503(d)) of any dual consolidated loss set forth on Schedule

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 9.8(a) to the extent such Taxes result from the Purchasers failure to comply with the New Domestic Use Agreement; and (e) any Taxes included in Final Closing Working Capital (as finally determined under Section 2.5).

Expected Claim Notice has the meaning set forth in Section 8.4(f).

Export Control Laws means all applicable statutory and regulatory requirements for any jurisdiction from which the Acquired Companies export products, including the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in Arms Regulations (22 C.F.R. §120, et. seq.), the Export Administration Regulations (15 C.F.R. §730, et. seq.) and associated executive orders, and the statutes and executive orders implemented by the Office of Foreign Assets Control in the U.S. Department of the Treasury.

Fee Letter means the fee letter relating to Financing, as amended, restated, supplemented or otherwise modified in accordance with the terms of the Debt Commitment Letter and this Agreement.

Final Closing Cash has the meaning set forth in Section 2.5(a).

Final Closing Date has the meaning set forth in Section 5.6(e).

Final Closing Working Capital has the meaning set forth in Section 2.5(a).

Final Closing Working Capital Deficiency has the meaning set forth in Section 2.5(a).

Final Closing Working Capital Surplus has the meaning set forth in Section 2.5(a).

Financing has the meaning set forth in Section 5.8(a).

Financing Action has the meaning set forth in Section 5.8(a).

Financing Failure means (i) the conditions to the Initial Closing set forth in Sections 6.1(a), 6.2(a) and 6.3(a) having been satisfied or waived (other than conditions that by their terms shall be satisfied at the Initial Closing, each of which is capable of being satisfied), and (ii) after the end or expiration of the Marketing Period, the Initial Closing not having been consummated in accordance with Section 2.2(a) as a result of the full amount of the Financing failing to be funded or prospectively funded at the contemplated Initial Closing, other than due to a breach by the Seller of its obligations under Section 5.8(b) or Section 5.1.

Financing Sources means, in their capacity as such, any lender providing a commitment pursuant to the Debt Commitment Letter or any Affiliates, employees, officers, directors, agents or advisors of any such lender.

Financing Source Related Parties shall mean the Financing Sources, their Affiliates and their respective directors, officers, managers, members, stockholders, partners, employees, agents, Representatives, successors and permitted assigns.

Financing Termination Fee means $250,000,000.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document GAAP means generally accepted accounting principles in the United States, consistently applied.

Governmental Authorization means any permit, consent, license, certificate, franchise, permission, variance, clearance, registration, agreement, consent, qualification, authorization or approval issued, granted, given or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Law, excluding any Environmental Permit.

Governmental Entity means any of the following: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental authority of any nature (including any governmental, regulatory or administrative body, division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal).

Hazardous Material means each and every element, compound, chemical mixture, contaminant, pollutant, material or other substance that is defined or identified as hazardous or toxic under any Environmental Law or the Release of which is prohibited or regulated under any Environmental Law, including (i) any hazardous substance, extremely hazardous substance or pollutant or contaminant as those terms are defined in CERCLA; (ii) any hazardous waste as that term is defined in the RCRA; (iii) any hazardous material as that term is defined in the HMTA; (iv) any chemical substance or mixture as that term is defined in the TSCA; (v) petroleum and petroleum products and byproducts; (vi) asbestos; and (vii) radioactive or explosive materials.

High Level Management Employee has the meaning set forth in Section 11.1(b).

HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

IFRS means International Financial Reporting Standards.

Income Taxes means any Taxes imposed on or measured by reference to gross or net income or receipts, and franchise, net worth, capital or other doing business Taxes and all related interest and penalties.

Income Tax Returns means any Tax Return relating, or with respect, to Income Taxes.

Incremental Financing Fees has the meaning set forth in Section 10.12.

Indemnified Party has the meaning set forth in Section 8.3(a).

Indemnifying Party has the meaning set forth in Section 8.3(a).

Independent Accounting Firm shall be an accounting firm selected in the manner set forth in Section 2.5(c).

A-10

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indirect Taxes means any value added, goods and services, sales, use, consumption, business, gross receipts, withholding, service, or excise tax, or any custom duty, imposed by any Governmental Entity and any interest, penalties, assessments, or additions to tax resulting from or attributable to or incurred in connection with any such tax or duty or any contest or dispute thereof; provided, however, that Indirect Taxes shall exclude any Transfer Tax.

Initial Closing means the closing of (i) the Merger and (ii) the sale and purchase of the Acquired Assets and the assumption of the Assumed Liabilities with respect to (A) the United States, (B) the transfer of the Acquired Company Shares with respect to Psion Holdings Ltd., and (C) the other transfers set forth on Schedule A-1, and the closing of the sale and purchase of any other Acquired Assets and the assumption of any other Assumed Liabilities for which closing conditions have been satisfied and which occur on the same date.

Initial Closing Date has the meaning set forth in Section 2.2(a).

Initial Notice has the meaning set forth in Section 11.1(b).

Intellectual Property has the meaning set forth in the IP Agreement.

Interim Financial Statements has the meaning set forth in Section 5.11.

Inventory has the meaning set forth in Section 1.1(e).

IP Agreement means that certain Intellectual Property Agreement of even date herewith by and between the Seller and the Purchaser appended hereto as Exhibit B, as the same may be amended from time to time.

Joint Use & Occupancy Agreements means those certain joint use and occupancy agreements to be entered into by and between the Seller and/or certain of its Affiliates and the Purchaser and/or certain of its Affiliates regarding the real property listed on Schedule 3.15(b) of the Seller Disclosure Schedule as being subject to a Joint Use & Occupancy Agreement, substantially in the form appended hereto as Exhibit H, subject to applicable local Law requirements.

The terms Knowledge and Known will qualify the matter referred to as being (i) in the case of the Purchaser, the actual knowledge of an appropriate executive officer of a particular fact or other matter, (ii) in the case of the Seller, the actual knowledge of Girish Rishi, Jim Welch, Bob Hubberts, Rich Valin, Eduardo Conrado, Ron Roberts, Tom Collins, Michael Annes, Shelly Carlin (with respect to Article 6 of the Employee Matters Agreement only), and Bob Sanders (with respect to Article III of the IP Agreement only) (collectively, the Seller Knowledge Parties) of a particular fact or other matter, and (iii) the knowledge which could have been acquired by the Seller Knowledge Parties after making due inquiry of those key employees and agents of the Seller who reasonably would be expected to have actual knowledge of the matter in question.

Laws means all foreign, federal, state, regional, county and local constitutions, statutes, laws (including common laws), ordinances, regulations and rules of any and all Governmental Entities.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Lease/Sublease Agreements means, collectively, the Seller Lease/Sublease Agreements and the Purchaser Lease/Sublease Agreements.

Lease Security Instrument has the meaning set forth in Section 10.9(a).

Leases has the meaning set forth in Section 3.15(b).

Legal Proceeding means any action, suit, litigation, arbitration proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving any court or other Governmental Entity or any arbitrator or arbitration panel.

Liability means any and all debts, liabilities, guarantees, assurances, commitments and obligations, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due and whenever or however arising.

Local Asset Transfer Agreements has the meaning set forth in Section 1.5(d).

LTE means the Long Term Evolution (LTE) or Long Term Evolution Advanced (LTE-A) fourth generation (4G) broadband communications standards, including various derivations thereof that do not fundamentally alter the character thereof (e.g., wireless air- interface, framing structure, control, call set-up and connection management).

Marketing Period means a period of 15 Business Days commencing after (i) all conditions set forth in Sections 6.1(a) and 6.3(a) have been satisfied or waived (other than conditions that by their terms shall be satisfied at the Initial Closing, each of which is capable of being satisfied) and (ii) the Purchaser shall have received all of the Required Information and such Required Information is Compliant (provided that (w) if such consecutive Business Day period has not ended prior to June 30, 2014, then it will not commence until July 7, 2014, (x) if such consecutive Business Day period has not ended prior to August 22, 2014, then it will not commence until September 2, 2014, (y) if such consecutive Business Day period has not ended prior to November 24, 2014, then it will not commence until December 1, 2014 and (z) if such consecutive Business Day period has not ended prior to December 22, 2014, then it will not commence until January 5, 2015). Notwithstanding the foregoing, the Marketing Period shall not commence and shall be deemed not to have commenced if, on or prior to the completion of such consecutive 15 Business Day period, (x) the Seller shall have announced any intention to restate any financial statements included in the Required Information or that any such restatement is under consideration, in which case the Marketing Period shall be deemed not to commence unless and until such restatement has been completed and the applicable Required Information has been amended or the Seller has announced that it has concluded that no restatement shall be required, and the requirements described in the immediately preceding sentence would be satisfied on the first day, throughout and on the last day of such new consecutive 15 Business Day period or (y) the Required Information is not Compliant on the first day, throughout and on the last day of such consecutive 15 Business Day period, in which case a new 15 Business Day period shall commence upon the Purchaser and the Financing Sources receiving updated Required Information that is Compliant, and satisfying the other requirements

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document described in the immediately preceding sentence (for the avoidance of doubt, it being understood that if at any time during the Marketing Period the Required Information provided at the initiation of the Marketing Period ceases to be Compliant, then the Marketing Period shall be deemed not to have occurred).

A violation, circumstance, change, effect or other matter is deemed to have a Material Adverse Effect on (i) the Seller, if such violation, circumstance, change, effect or other matter would have a material adverse effect on the ability of the Seller Group to perform its obligations under this Agreement or on the ability of the Seller Group to consummate the Contemplated Transactions; or (ii) the Business, if such violation, circumstance, change, effect or other matter, either individually or in the aggregate with all other violations, circumstances, changes, effects and other matters, has, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, results of operations or financial performance of the Business, taken as a whole, but excluding (A) effects or changes resulting from acts of terrorism or the commencement or escalation of any war whether declared or undeclared, or other hostilities, (B) any violation, circumstance, change, effect or other matter that results from any action taken pursuant to or in accordance with this Agreement or any Transaction Agreement or at the request of the Purchaser, (C) changes or developments in Laws applicable to the Business or the enforcement thereof, except to the extent such changes or developments have a materially disproportionate effect on the Business relative to others in the industries in which the Business operates, (D) the failure of the Business or any Acquired Company to meet any internal or public projections, forecasts or estimates of revenue, earnings, cash flow or cash position (it being understood that the violation, condition, event, circumstance, change, effect or other matter giving rise to or contributing to such failure may be taken into account in determining whether a Material Adverse Effect has occurred), (E) changes in GAAP or IFRS or the interpretation thereof by the Financial Accounting Standards Board, the International Accounting Standards Board, the Accounting Principles Board, the American Institute of Certified Public Accountants and other similar organizations generally considered authoritative with respect to the interpretation of GAAP or IFRS, (F) effects or changes that are generally applicable to the industries and markets in which the Business operates, except to the extent such effects or changes have a materially disproportionate effect on the Business relative to others in the industries in which the Business operates, (G) changes in the United States or world securities, credit or financial markets or general economic, regulatory or political conditions (including prevailing interest rates), except to the extent such changes have a materially disproportionate effect on the Business relative to others in the industries in which the Business operates, or (H) effects directly or primarily arising out of the execution or delivery of this Agreement and the other Transaction Agreements, the consummation of the Contemplated Transactions, the identity of the Purchaser or the public announcement or other publicity, leak or rumor with respect to any of the foregoing, or the operation of the Business by the Purchaser Group following the Initial Closing, including (I) any actions of competitors, (II) any actions taken by or losses of customers or employees, (III) any delays or cancellations of orders for products or services, or (IV) any reduction in the price of services or products offered by the Business in response to the reduction in price of comparable services or products offered by a competitor.

Material Contracts has the meaning set forth in Section 3.11(a).

Material Customers has the meaning set forth in Section 3.16(a).

A-13

Merger has the meaning set forth in Section 1.6.

Merger Consideration has the meaning set forth in Section 1.6(f).

Merger Documents has the meaning set forth in Section 1.6(h).

Merger Payment means that portion of the Purchase Price allocated to the STI Shares in accordance with Section 9.2. For the avoidance of doubt, the Merger Payment is a component of the Purchase Price and nothing in this definition or Section 1.6 shall require any payment to the Seller or any other member of the Seller Group in excess of the Purchase Price.

Merger Sub means a newly-formed Delaware corporation and wholly-owned subsidiary of the Purchaser.

Minimum Per Claim Amount has the meaning set forth in Section 8.5(a).

Most Recent Balance Sheet has the meaning set forth in Section 3.5(a).

NASDAQ means the National Association of Securities Dealers Automated Quotations.

National Securities Exchange means the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange, or any of their respective successor exchanges.

NDA has the meaning set forth in Section 5.5(b).

New Domestic Use Agreement has the meaning set forth in Section 9.8(a).

Non-Assignable Shared Contracts has the meaning set forth in Section 10.7(b).

Non-Controlling Party has the meaning set forth in Section 8.3(d)(iii).

Objection Notice has the meaning set forth in Section 2.5(b).

Offering Documents has the meaning set forth in Section 5.8(b).

Order means any final and non-appealable award, injunction, judgment, order, decree, ruling, subpoena, writ or verdict entered, issued, made or rendered by any court, administrative agency or other Governmental Entity, or by any arbitrator or arbitration panel, and in which any member of the Seller Group or an Acquired Company, on the one hand, or any member of the Purchaser Group, on the other hand, as applicable, is named.

Ordinary Course means the ordinary course of business consistent with past custom and practice (including with respect to frequency and amount) of the Business.

Permitted Encumbrance means: (a) mechanics, materialmans, warehousemans, carriers and other similar liens securing obligations incurred in the Ordinary Course which (i)

A-14

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document are not yet delinquent, (ii) the validity of which are being contested in good faith by appropriate actions or (iii) with respect to any assets of an Acquired Company, for which appropriate reserves have been established on the books and records of such Acquired Company; (b) zoning, entitlement, conservation restriction and other land use and environmental regulations by any Governmental Entity which do not materially interfere with the present use or materially impair the value of any Acquired Asset; (c) all covenants, conditions, restrictions, easements, non-monetary charges, rights-of-way, encumbrances and similar matters of record set forth in any state, local or municipal franchise or jurisdiction under which the Business is conducted which, individually or in the aggregate, do not materially interfere with the present use of any Acquired Asset; (d) other than with respect to Intellectual Property, matters which would be disclosed by an accurate title search (or jurisdictional equivalent) that may be obtained in the applicable jurisdiction; (e) all liens for Taxes that are not yet due and payable or that are being contested in good faith and for which appropriate reserves have been established on the books and records of an Acquired Company; (f) liens arising under workers compensation, unemployment insurance, social security, retirement and similar legislation, which are not delinquent or which are being contested in good faith; (g) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course; (h) protective filings relating to operating leases with Third Parties entered into in the Ordinary Course; and (i) non-exclusive licenses to Intellectual Property granted in the Ordinary Course to a (i) supplier of the Seller Group or the Acquired Companies solely for purposes of, and to the extent necessary for, such supplier to design, manufacture and supply Enterprise Products for any member of the Seller Group or any of the Acquired Companies with respect to the Business and not for the direct benefit of such supplier or any other Person, or (ii) customer of any member of the Seller Group or any of the Acquired Companies solely for such customers use of an Enterprise Product.

Permit means any permit, license, franchise, agreement, waiver or other authorization of any Governmental Entity.

Person means any individual, Business Entity or Governmental Entity.

Post-Closing Adjustment has the meaning set forth in Section 2.5(d).

Post-Closing Period means any taxable period that begins after the Initial Closing Date and the portion of any Straddle Period beginning after the Initial Closing Date.

Pre-Closing Period means any taxable period that begins before the Initial Closing Date and ends on or before the Initial Closing Date and the portion of any Straddle Period ending on the Initial Closing Date.

Principal Agreements means this Agreement, the Employee Matters Agreement and the IP Agreement.

Property Taxes has the meaning set forth in Section 9.1(c).

Proposed Allocation Statement has the meaning set forth in Section 9.2(a).

Psion means Psion Holdings Ltd. (f/k/a Psion plc), a company organized under the laws of England.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Public Safety Community means (a) in the United States: (i) all agencies of the United States Federal Government, including the: Department of Defense, Department of Homeland Security, Department of Justice, Central Intelligence Agency, Department of Commerce (including the National Telecommunications and Information Administration), and Department of Transportation (including the National Highway Safety Administration); and/or (ii) state or local governmental agencies whose principal function is to provide public safety services; and (b) outside of the United States: (i) all agencies of all other governments that have similar functions as the corresponding agencies of the United States Federal Government; and/or (ii) entities whose principal function is to provide public safety services.

Public Safety LTE Smartphone Devices means any fixed, handheld, vehicle-mounted, wearable, or portable wireless product that is compliant with LTE and is designed primarily for use by either the Public Safety Community or Governmental Entities.

Public Safety Next-Gen LTE Network means a network that is based upon LTE and operates on a frequency band allocated to the Public Safety Community.

Purchase Price has the meaning set forth in Section 2.1(a).

Purchaser has the meaning set forth in the introductory paragraph hereto.

Purchaser Disclosure Schedule has the meaning set forth in the introductory paragraph to Article 4.

Purchaser Excluded Products means (i) Excluded Infrastructure Equipment, (ii) Excluded Mobile Radio Products, (iii) Excluded Software and Solutions, or (iv) Excluded Field Products.

Purchaser Fundamental Representations means the representations and warranties of the Purchaser in Sections 4.1, 4.2, 4.5 and 4.6.

Purchaser Group means the Purchaser, each of the Affiliates of the Purchaser set forth in Exhibit N, and each of the Affiliates of the Purchaser designated by the Purchaser as a Purchaser Group member by written notice to the Seller within thirty (30) days of the date hereof (provided, that the designation of any additional Affiliate as a Purchaser Group member would not reasonably be expected to delay the anticipated Initial Closing Date).

Purchaser Indemnitees has the meaning set forth in Section 8.1.

Purchaser Lease/Sublease Agreements means those lease and sublease agreements to be entered into by and between the Purchaser and/or certain of its Affiliates, as lessor or sublessor, on the one hand, and the Seller and/or certain of its Affiliates, as lessee or sublessee, on the other hand, regarding any real property subject to an Assumed Real Property Lease identified on Schedule 3.15(b) of the Seller Disclosure Schedule as being subject to a Purchaser Lease/Sublease Agreement (the Purchaser Leased/Subleased Real Property), substantially in the form appended hereto as Exhibit I-1 or Exhibit I-2, as applicable, subject to applicable local Law requirements.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Purchaser Material Adverse Effect means any violation, circumstance, change, effect or other matter that (i) would have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement or on the ability of the Purchaser to consummate the Contemplated Transactions, or (ii) either individually or in the aggregate with all other violations, circumstances, changes, effects and other matters, has, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, results of operations or financial performance of the Purchaser and its subsidiaries, taken as a whole, but excluding (A) effects or changes resulting from acts of terrorism or the commencement or escalation of any war whether declared or undeclared, or other hostilities, (B) any violation, circumstance, change, effect or other matter that results from any action taken pursuant to or in accordance with this Agreement or any Transaction Agreement or at the request of the Seller, (C) changes or developments in Laws applicable to the Purchaser or the enforcement thereof, except to the extent such changes or developments have a materially disproportionate effect on the Purchaser and its subsidiaries relative to others in the industries in which the Purchaser and its subsidiaries operate, (D) the failure of the Purchaser to meet any internal or public projections, forecasts or estimates of revenue, earnings, cash flow or cash position (it being understood that the violation, condition, event, circumstance, change, effect or other matter giving rise to or contributing to such failure may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred), (E) changes in GAAP or IFRS or the interpretation thereof by the Financial Accounting Standards Board, the International Accounting Standards Board, the Accounting Principles Board, the American Institute of Certified Public Accountants and other similar organizations generally considered authoritative with respect to the interpretation of GAAP or IFRS, (F) effects or changes that are generally applicable to the industries and markets in which the Purchaser operates, except to the extent such effects or changes have a materially disproportionate effect on the Purchaser and its subsidiaries relative to others in the industries in which the Purchaser and its subsidiaries operate, or (G) changes in the United States or world securities, credit or financial markets or general economic, regulatory or political conditions (including prevailing interest rates), except to the extent such changes have a materially disproportionate effect on the Purchaser and its subsidiaries relative to others in the industries in which the Purchaser and its subsidiaries operate.

Purchaser Prepared Returns has the meaning set forth in Section 9.5(b).

Purchaser Related Parties has the meaning set forth in Section 7.3(b).

Purchaser Releasor has the meaning set forth in Section 8.8(b).

Purchaser Representation means any representation or warranty of the Purchaser set forth in Article 4 of this Agreement and Article 7 of the Employee Matters Agreement.

Push-to-Talk (PTT) means a method of transmitting voice or data communications on simplex and half-duplex channels that uses a momentary button to switch from voice or data reception mode to transmit mode.

Reasonable Efforts means the obligated party is required to make a diligent, reasonable and good faith effort to accomplish the applicable objective. Such obligation, however, does not require any expenditure of funds or the incurrence of any Liability on the part of the obligated

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document party that, in each case, is unreasonable in light of the related objective, nor does it require that the obligated party act in a manner which would otherwise be contrary to prudent business judgment in light of the objective attempted to be achieved. The fact that the objective is not actually accomplished is not dispositive evidence that the obligated party did not in fact utilize its Reasonable Efforts in attempting to accomplish the objective.

Rebuttal of Triggering Event has the meaning set forth in Section 9.8(e).

Rebuttal of Triggering Event Taxes has the meaning set forth in Section 9.8(e).

Reference Rate has the meaning set forth in Section 2.1(c).

Related Claims has the meaning set forth in Section 8.5(a).

Release means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, storing, escaping, leaching, dumping, discarding, depositing, dispersing, migration, burying, abandoning or disposing into the environment of any Hazardous Materials, except for any such actions that are allowed pursuant to Environmental Laws or Environmental Permits.

Released Matters has the meaning set forth in Section 8.8(a).

Remaining Assets has the meaning set forth in Section 2.2(c).

Representations and Warranties Cap has the meaning set forth in Section 8.5(a).

Representatives means, with respect to any Person, any of such Persons directors, officers, employees, agents, consultants, advisors, accountants or attorneys.

Required Closing Amount has the meaning set forth in Section 4.5(a).

Required Information means all financial and other pertinent information regarding the Acquired Companies and the Business reasonably requested by the Purchaser to consummate the Financing, including (i) all historical financial statements and financial data regarding the Acquired Companies and the Business, in each case of the scope, type and form (A) that is in compliance in all material respects with the requirements of the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC (excluding information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16 or segment reporting and Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K)) for offering of debt securities on a registration statement on Form S-1 with respect to the Debt Financing, (B) that is otherwise customarily included in private placement memoranda relating to private placements of debt securities under Rule 144A of the Securities Act and bank information memoranda and (C) as is otherwise necessary in order to assist in the Financing Sources receiving customary comfort including as to negative assurance comfort and change period and, for avoidance of doubt, including the Audited Financial Statements, the Interim Financial Statements and audited financial statements for the Business of the same type and prepared in substantially the same manner as the Audited Financial Statements as of and for the year ended December 31, 2014 if the Marketing Period would include February 12, 2015 or

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document commences after February 12, 2015) from the Sellers independent accountants and (ii) to the extent not otherwise included in clause (i) of this definition, the information necessary or required in order for the Purchaser to satisfy paragraphs 3, 4 (but only as a result of the Sellers failure to provide required information) and 6 (but only as a result of the Sellers failure to provide required information) of Exhibit C of the Debt Commitment Letter (or any substantially identical requirements in any amendment or replacement thereof permitted or required pursuant to Section 5.8(a)).

Response has the meaning set forth in Section 8.3(b).

Reynosa Outsourcing Transaction has the meaning set forth in Section 5.14.

SEC means the U.S. Securities and Exchange Commission.

SEC Documents has the meaning set forth in Section 4.9(a).

Second Request has the meaning set forth in Section 5.7(d).

Securities Act has the meaning set forth in Section 4.9(a).

Seller has the meaning set forth in the introductory paragraph hereto.

Seller Competitive Activities has the meaning set forth in Section 10.13(a).

Seller Confidential Information has the meaning set forth in Section 10.5(b).

Seller Disclosure Schedule has the meaning set forth in the introductory paragraph to Article 3.

Seller EMA Disclosure Schedule has the meaning set forth in the Employee Matters Agreement.

Seller Financial Statements means the audited consolidated financial statements and unaudited condensed consolidated interim financial statements of the Seller (including any related notes and schedules) included (or incorporated by reference) in any form, report, schedule, statement and other document filed or required to be filed by the Seller under the Exchange Act.

Seller Financing Contract means (a) each Contract set forth on Schedule 3.11(a) of the Seller Disclosure Schedule and (b) each Contract entered into by the Seller or an Affiliate of the Seller, on the one hand, and a customer of the Business, on the other hand, related to financing provided by the Seller or an Affiliate of the Seller to such customer following the date of this Agreement.

Seller Financing Receivables has the meaning set forth in Section 1.1(j).

Seller Fundamental Representations means the representations and warranties of the Seller in Sections 3.1, 3.2, 3.3 and 3.17.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Seller Group means the Seller and each of the Affiliates of the Seller set forth in Exhibit M.

Seller Indemnitees has the meaning set forth in Section 8.2.

Seller Insurance Policies has the meaning set forth in Section 5.11(a).

Seller IPA Disclosure Schedule has the meaning set forth in the IP Agreement.

Seller Lease/Sublease Agreements means those lease and sublease agreements to be entered into by and between the Seller and/ or certain of its Affiliates, as lessor or sublessor, on the one hand, and the Purchaser and/or certain of its Affiliates, as lessee or sublessee, on the other hand, regarding the real property identified on Schedule 3.15(b) of the Seller Disclosure Schedule as being subject to a Seller Lease/Sublease Agreement (the Seller Leased/Subleased Real Property), substantially in the form appended hereto as Exhibit I-1 or Exhibit I-2, as applicable, subject to applicable local Law requirements.

Seller Percentage Share has the meaning set forth in Section 10.12.

Seller Prepared Returns has the meaning set forth in Section 9.5(a).

Seller Related Parties has the meaning set forth in Section 11.2(e).

Seller Releasee has the meaning set forth in Section 8.8(b).

Seller Releasor has the meaning set forth in Section 8.8(a).

Seller Representation means any representation or warranty of the Seller set forth in Article 3 of this Agreement, Article 3 of the IP Agreement and Article 6 of the Employee Matters Agreement.

Seller Signage has the meaning set forth in Section 10.9(b).

Separately Owned Acquired Assets has the meaning set forth in Section 1.1.

Shared Contract means all Contracts of the Seller or another member of the Seller Group relating in part to the Business, but not exclusively relating to the Business, and not otherwise listed on Schedule 1.1(c) of the Seller Disclosure Schedule as an Assumed Contract, but excluding all corporate-level IT software licenses and licenses for engineering tools.

Smart Sensing Network Equipment means any sensing equipment for use in conjunction with or interoperable with a distributed network of sensors intended to measure or ascertain data, including video, imaging, RFID, audio, temperature, and data measurements, to the extent such equipment is the same as those (i) offered by the Enterprise Segment on or prior to the Initial Closing Date or (ii) under development by the Enterprise Segment on the Initial Closing Date.

Software has the meaning set forth in the IP Agreement.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document STI means Symbol Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of the Seller.

STI Share means 1,000 shares of common stock, $0.01 par value per share.

Stock Powers has the meaning set forth in Section 1.5(a).

Straddle Period means any taxable period that begins before and ends after the Initial Closing Date.

Subsidiary or Subsidiaries means any corporation, partnership, limited liability company, joint venture or other legal entity of any kind of which the Seller (either alone or through or together with one or more of its other Subsidiaries) owns, directly or indirectly, more than 50% of the voting stock or other equivalent ownership interests or the assets and liabilities of which are consolidated in the Seller Financial Statements.

Surviving Corporation has the meaning set forth in Section 1.6.

Target Closing Working Capital means an amount equal to $17,700,000.

Tax means all taxes, including income, ad valorem, Indirect Tax, real property, personal property, transfer, employment, unemployment, insurance, social security, business license, business organization, escheat, environmental, workers compensation, profits, license, lease, service use, severance, stamp, occupation, windfall profits, franchise and other taxes imposed by any Governmental Entity, and any interest, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof.

Tax Contest means an audit, examination, claim, dispute or controversy relating to Taxes.

Tax Returns means all reports, returns, declarations, statements or other information required to be supplied to a Governmental Entity in connection with Taxes (and any amendments thereto).

Tax Savings means (A) the amount by which (i) the Purchasers and its Affiliates (including any Acquired Company) cumulative liability for Income Taxes through the end of any taxable year ending prior to the fourth anniversary of the Initial Closing Date if the Initial Closing Date is in 2014 (or the third anniversary of the Initial Closing Date if the Initial Closing is in 2015), calculated by excluding any Tax items attributable to such adjustment, exceeds (ii) the Purchasers and its Affiliates (including any Acquired Company) actual cumulative liability for Income Taxes through the end of the such tax year, calculated by taking into account any Tax items attributable to such adjustments to the extent such items are deductible plus (B) the amount by which the Purchasers and its Affiliates (including any Acquired Company) cumulative refunds for Income Taxes through the end of any taxable year ending prior to the fourth anniversary of the Initial Closing Date if the Initial Closing Date is in 2014 (or the third anniversary of the Initial Closing Date if the Initial Closing is in 2015), calculated by taking any Tax items attributable to such adjustment to the extent such items are deductible, exceeds (ii) the Purchasers and its Affiliates (including any Acquired Company) actual cumulative refunds for Income Taxes through the end of the such tax year, calculated by excluding any Tax items attributable to such adjustments.

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Third Party means a Person that is not a party to this Agreement, but excluding any Affiliate of any party to this Agreement.

Third Party Claim has the meaning set forth in Section 8.3(d)(i).

Transaction Agreements means the Principal Agreements, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements, the Transition Services Agreement, the Transfer Documents and the Merger Documents.

Transfer Documents has the meaning set forth in Section 1.5.

Transfer Taxes has the meaning set forth in Section 9.1(d).

Transferred Accounts has the meaning set forth in Section 1.1(l).

Transferred Cash has the meaning set forth in Section 1.1(l).

Transferred Employees has the meaning set forth in the Employee Matters Agreement.

Transition Services Agreement means that certain transition services agreement to be entered into by and between the Seller and the Purchaser, in the form appended hereto as Exhibit D.

Two-Way Radio Network means a wireless network (whether implemented in hardware or Software) capable of enabling, managing, supervising, or securing a communication of voice, data, or multimedia information in compliance with any one or more of the Two-Way Radio Standards.

Two-Way Radio Standards means (i) any of the following standards: (A) Association of Public-Safety Communications Officials Project 25 (including Digital APCO P25), (B) European Telecommunications Standards Institute Terrestrial Trunked Radio (including TETRA), (C) European Telecommunications Standards Institute Digital Mobile Radio (including TETRAPOL), (D) European Telecommunications Standards Institute Digital Private Mobile Radio, (E) MotoTalk, (F) General Mobile Radio Service, (G) Family Radio Service, (H) Analog MDC-1200, (I) Analog Conventional, (J) Private Mobile Radio (PMR), Logic Trunked Radio (LTR), MPT 1327 / MPS 1327, Selcall (5-Tone), and NXDN, (K) Dogota, Mobile Radio (DMR), digital Private Mobile Radio (dPMR), and Police Digital Trunking (PDT), (L) Global Open Trunked Architecture (GoTa), (M) ARIB standards T-98 and T-102 (also known as DCR for Japan), (N) China specific protocol (PDMS/CDMR), (O) Enhanced Digital Access Communication System (EDACS), (P) OpenSky and GSM-R (Railway variant of GSM for Two-Way Radio), and (Q) Project 25 Conventional TDMA and China specific protocols (PDMR-T, PDMR-F); and (ii) various derivations thereof that do not fundamentally alter the character thereof. For the avoidance of doubt, Two-Way Radio Standards do not include Wireless Standards.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Wireless Standards means: (i) all cellular communication technical specifications adopted as a standard by either an SDO or a major operator of public subscription systems for in-country requirements (e.g., frequency spectrum availability, interconnection with preexisting telephony networks, etc.), as well as various adjunct protocols to the extent incorporated into such standards, including those technical specifications for digital radiotelephone service (A) promulgated by ETSI and presently known as the GSM, Pan-European Digital Cellular radiotelephone service (including Personal Communications Network services, presently known as DCS1800 and in the United States PCS1900), (B) promulgated in the United States by the Telecommunications Industry Association / Electronic Industries Associates (TIA/EIA) and presently known as AMPS (Advanced Mobile Phone System), NAMPS (Narrowband AMPS), TDMA Cellular/PCS - Radio Interface Interim Standards IS-I36, IS-137 or IS-138 (including IS-54, IS-55 and IS-56 and PCS 1900 standards JSTD-009, JSTD-010 and JSTD-011), (C) promulgated by ARIB (formerly RCR) and presently known as PDC (Personal Digital Cellular), (D) promulgated by the TIA and presently known as IS-95, IS-95B, RTT MC 1X, 1X Plus, and 1Xtreme Code Division Multiple Access services, (E) presently known as third generation (3G) cellular standards currently under development and known by such designations, including 3GPP, UMTS, WCDMA, 3GPP2, and CDMA2000, or (F) presently known as LTE; (ii) all technical specifications promulgated or currently under development by any of (A) IEEE and presently known as IEEE 802.11/WiFi or 802.15/ WPAN standards, (B) EPCGlobal and presently known as EPC Radio Frequency Identity Protocols, (C) ISO/IEC 18000, 13157, 21481, 14443, or 15693, and presently known as RFID or NFC, or (D) Bluetooth; (iii) various derivations of the specifications and protocols referenced in clauses (i) and (ii) that do not fundamentally alter the character of such specifications and protocols (e.g., wireless air- interface, framing structure, control, call set-up and connection management); and (iv) any and all international versions of the specifications and protocols referenced in clauses (i) through (iii).

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INTELLECTUAL PROPERTY AGREEMENT

THIS INTELLECTUAL PROPERTY AGREEMENT (this IP Agreement) is entered into as of April 14, 2014 (the Effective Date), by and between Motorola Solutions, Inc., a Delaware corporation (the Seller), and Zebra Technologies Corporation, a Delaware corporation (the Purchaser).

RECITALS

WHEREAS, the Seller, directly and through certain of its Affiliates, is engaged in the Business;

WHEREAS, certain assets owned, developed, or used by the Seller Parties in connection with the Business constitute Intellectual Property (as defined below);

WHEREAS, as part of the Purchasers acquisition of the Business, the Seller intends to assign to the Purchaser Assignees certain of such Intellectual Property and to license the Purchaser Licensees to use certain of such Intellectual Property, in each case pursuant to the terms and conditions set forth herein; and

WHEREAS, as part of such acquisition, the Purchaser Assignees and Acquired Companies intend to license the Seller Parties to use certain of such assigned Intellectual Property and certain other Intellectual Property owned by the Acquired Companies.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual representations, warranties and covenants set forth in this IP Agreement and the other Transaction Agreements, and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

ARTICLE I DEFINITIONS

Section 1.1 Definitions. For the purposes of this IP Agreement, the following terms have the meanings set forth below. Capitalized terms used in this IP Agreement but not otherwise defined herein have the meanings ascribed to them in the Acquisition Agreement.

(a) Acquired Company IP means all Intellectual Property owned by, as of the Initial Closing Date, any of the Acquired Companies, including the Acquired Company Patents and the Acquired Company Trademarks, but for the avoidance of doubt, excluding any Assigned IP.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Acquired Company Patents means (i) all of the Patents owned by, as of the Initial Closing Date, any of the Acquired Companies, including those set forth on Schedule 1.1(b) of the Seller IPA Disclosure Schedule, and (ii) any Patents that are based on any invention disclosure that is owned by, as of the Initial Closing Date, any of the Acquired Companies, but for the avoidance of doubt, excluding any Assigned IP.

(c) Acquired Company Trademarks means all of the Trademarks owned by, as of the Initial Closing Date, any of the Acquired Companies, including those set forth on Schedule 1.1(c) of the Seller IPA Disclosure Schedule, but for the avoidance of doubt, excluding any Assigned IP.

(d) Acquisition Agreement has the meaning ascribed to it in the recitals.

(e) Additional Patents has the meaning ascribed to it in Section 2.1(b)(iii)(F).

(f) Ancillary IP Rights means, with respect to any Intellectual Property, any and all of the following in any jurisdiction throughout the world: (i) rights to pursue and collect damages, costs, injunctive relief and other remedies for past, current or future infringement, misappropriation, or conflict with such Intellectual Property; and (ii) royalties, fees, income and other payments and proceeds due or accrued as of the Initial Closing Date and thereafter under or arising from such Intellectual Property.

(g) Assigned Copyright Materials means all of the copyrightable or copyrighted materials owned by any Seller Party as of the Initial Closing Date that were created by a Business Employee, including the materials set forth on Schedule 1.1(g); provided that, for the avoidance of doubt, the Assigned Copyright Materials do not include any copyrightable or copyrighted material that is Software.

(h) Assigned Copyrights means all of the (i) Copyright registrations and unregistered Copyrights owned by of any Seller Party as of the Initial Closing Date that are for the Assigned Copyright Materials or the Assigned Software, and (ii) other Copyrights owned by any Seller Party as of the Initial Closing Date that were created by a Business Employee, including the Copyrights set forth on Schedule 1.1(h) of the Seller IPA Disclosure Schedule; provided that, for the avoidance of doubt, the Assigned Copyrights do not include any copyright registrations or unregistered copyrights for Software other than Assigned Software.

(i) Assigned IP means: (i) Assigned Copyrights, Assigned Copyright Materials, Assigned Patents, Assigned Know-How, Assigned Software, Assigned Trademarks, and Assigned Other IP; and (ii) any other Intellectual Property that is owned by any Seller Party as of the Initial Closing Date and that (a) is Formerly Owned by the Business, or (b) is or was used exclusively in connection with the Business on or prior to the Initial Closing Date.

(j) Assigned Know-How means all of the Know-How owned by any Seller Party as of the Initial Closing Date that was created by a Business Employee, including the Know-How set forth on Schedule 1.1(j).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (k) Assigned Other IP means all of the Intellectual Property (other than Copyrights, Know-How, Patents, and Software), if any, owned by any Seller Party as of the Initial Closing Date that was created by a Business Employee, including the Trademarks and other Intellectual Property set forth on Schedule 1.1(k)(i), but for the avoidance of doubt, excluding the Trademarks set forth on Schedule 1.1(k)(ii).

(l) Assigned Patents means (i) all of the Patents owned by any Seller Party as of the Initial Closing Date that are set forth on Schedule 1.1(l) of the Seller IPA Disclosure Schedule, and (ii) any Patents that are based on any invention disclosure that is owned by any Seller Party as of the Initial Closing Date and that is assigned to any of the Purchaser Assignees.

(m) Assigned Software means all of the Software owned by any Seller Party as of the Initial Closing Date that was created by a Business Employee, including the Software set forth on Schedule 1.1(m); provided that, for the avoidance of doubt, the Assigned Software does not include any rights under any Licensed Patents that cover Software.

(n) Assigned Trademarks means all of the Trademarks owned by any Seller Party as of the Initial Closing Date that are exclusively used in connection with the Business on the Initial Closing Date, including the Trademarks set forth on Schedule 1.1(n) of the Seller IPA Disclosure Schedule.

(o) Intentionally Omitted.

(p) Business Employee means any current or former employee or independent contractor of any Seller Party or any Acquired Company who, at the time of creation of Intellectual Property, was performing work for the Business and created such Intellectual Property for the Business in connection with the performance of such work.

(q) Buyer has the meaning ascribed to it in Section 6.3.

(r) Change of Control Event has the meaning ascribed to it in Section 6.3.

(s) Copyrights has the meaning ascribed to it in the definition of Intellectual Property.

(t) Derivative Works (i) with respect to copyrightable works shall have the meaning set forth in the U.S. Copyright Act, 17 U.S.C. §101, et seq. (including translation into other computer language and any other form in which an existing work may be recast, transformed or adapted which would constitute a derivative work under the U.S. Copyright Act, 17 U.S.C. §101), and (ii) with respect to Know-How, it shall also mean any material derived from such Know-How.

(u) Enterprise Data Capture Products means (i) bar code scanner products for reading machine-readable symbols (including fixed, handheld, portable, wearable, and vehicle-mounted laser scanners and linear and area imagers), (ii) radio frequency identification (RFID) reader products used to communicate with RFID tags (including portal RFID readers, doorway, forklift, crane and delivery-door RFID readers, handheld RFID readers, and fixed, vehicle-mounted, wearable, portable, hands-free and mobile RFID readers), or (iii) associated

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document accessories and Software, in each case, to the extent such products are the same as those (a) offered by the Enterprise Segment on or prior to the Initial Closing Date or (b) under development by the Enterprise Segment on the Initial Closing Date.

(v) Enterprise Mobile Computing Products means durable or rugged enterprise-grade fixed, handheld, wearable, vehicle- mounted, or portable computing or smartphone products, which products shall include handheld and portable mobile computers, gun handle mobile computers, tablet computers, vehicle-mounted computers and wearable computers, in each case, to the extent such products are the same as those (i) offered by the Enterprise Segment on or prior to the Initial Closing Date, or (ii) under development by the Enterprise Segment on the Initial Closing Date.

(w) Enterprise Products means (i) Enterprise Data Capture Products, (ii) Enterprise Mobile Computing Products, or (iii) Enterprise Wireless LAN Products.

(x) Enterprise Segment means the Enterprise reporting segment as reflected in the Seller Financial Statements except to the extent they include Integrated Digital Enhanced (iDEN) protocol network infrastructure products and related Software and services.

(y) Enterprise Wireless LAN Products means products that provide connectivity to wireless products within a local area network (whether indoors or outdoors) and that operate in compliance with the IEEE 802.11 standard (which products shall include types of products that are wireless local area network (LAN) products, including (i) wireless access points and ports compliant with the IEEE 802.11 standard, (ii) wireless controllers compliant with the IEEE 802.11 standard, (iii) wireless switches designed for use with the foregoing wireless access points, ports and controllers, and (iv) related LAN accessories and Software), in each case, to the extent such products are the same as those (a) offered by the Enterprise Segment on or prior to the Initial Closing Date, or (b) under development by the Enterprise Segment on the Initial Closing Date.

(z) Excluded Field Products means any product to the extent it was designed, developed, or manufactured for use in conjunction with or for interoperability with a (i) Public Safety Next-Gen LTE Network or (ii) Two-Way Radio Network.

(aa) Excluded Infrastructure Equipment means (i) (a) government, public safety or defense communications network infrastructure equipment and systems, or (b) professional and commercial communications network infrastructure equipment and systems, in each case of clauses (a) and (b), to the extent designed, developed, or manufactured to operate with Excluded Mobile Radio Products, or (ii) network infrastructure equipment to the extent designed, developed, or manufactured to operate with a Public Safety Next-Gen LTE Network and on the frequency band allocated to the Public Safety Community.

(bb) Excluded Mobile Radio Products means any product (including any government, public safety and defense, professional, and commercial product): (i) to the extent that such product has a primary communication mode of Push-to-Talk and contains a transceiver that operates: (a) in a frequency band that is allocated for land mobile radio users; and (b) in compliance with any Two-Way Radio Standard; or (ii) to the extent that such product contains a transceiver that operates in compliance with the Integrated Digital Enhanced (iDEN) protocol.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (cc) Excluded Software and Solutions means (i) a command and control solution (hardware and Software) to the extent that it is designed, developed, or manufactured primarily for use by the Public Safety Community or Government Entities, or (ii) Software to the extent designed primarily to operate Excluded Mobile Radio Products or Excluded Infrastructure Equipment.

(dd) Existing Stock has the meaning ascribed to it in Section 2.2(d).

(ee) Formerly Owned by the Business means, with respect to any type of Intellectual Property, any item of such Intellectual Property that (i) is owned by any Seller Party as of the Initial Closing Date and (ii) was at any time prior to the Initial Closing Date owned by any Acquired Company in any form, e.g., an invention owned by an Acquired Company prior to the Initial Closing Date for which a patent or patent application is owned by a Seller Party as of the Initial Closing Date.

(ff) Future Acquisition has the meaning ascribed to it in Section 6.4.

(gg) Group means (i) with respect to the Seller, the Seller Group, and (ii) with respect to the Purchaser, the Purchaser Group.

(hh) In-bound Licenses has the meaning ascribed to it in Section 3.4.

(ii) Incorporated Into means, with respect to a product, embedded in, used in, incorporated into, combined with, linked with, distributed with, provided as a service with or made available with such product, including any Object Code that is referenced or required to be present or available (e.g., available via another machine connected directly or through a network) in such product for such product to properly function in accordance with its specifications.

(jj) Insolvent Party has the meaning ascribed to it in Section 4.5.

(kk) Intellectual Property means any and all of the following in any jurisdiction throughout the world: (i) patents, patent applications, industrial design rights (including utility model rights, design rights, and industrial property rights), registrations and applications for registration of industrial design rights, patents of importation/confirmation, statutory invention registrations, and certificates of invention and like statutory right, all counterparts, continuations, divisions, continuations-in-part, revisions, extensions, supplementary certificates, substitutions, reexaminations, renewals, and reissuances of any of the foregoing and any patent or patent application that claims priority to any of the foregoing (collectively, Patents); (ii) Trademarks; (iii) copyright registrations and applications, and unregistered copyrights, published and unpublished works of authorship, and Mask Works, together with all applications, registrations, and renewals in connection therewith, and all common-law rights to any of the foregoing (collectively, Copyrights); (iv) computer programs, whether embodied in software, firmware or otherwise, including, software compilations, software implementations of algorithms, software tool sets, compilers, and software models and methodologies (whether in Source Code or Object Code form), and (C) translation, ported

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document versions and modifications of any of the foregoing (collectively, Software); (v) trade secrets, know-how, inventions, invention disclosures, and other confidential or proprietary information (collectively, Know-How); and (vi) all other intellectual property rights or industrial property rights.

(ll) Invention Disclosure Review List has the meaning ascribed to it in Section 2.1(b)(iii)(A).

(mm) Invention Disclosure Review Team means Paul Steinberg and Bob Sanders (or their replacements or proxies, as applicable, as determined by their respective then-current employer).

(nn) IP Agreement has the meaning ascribed to it in the preamble.

(oo) Know-How has the meaning ascribed to it in the definition of Intellectual Property.

(pp) LAN has the meaning ascribed to it in the definition of Enterprise Wireless LAN Products.

(qq) Licensable means, with respect to Intellectual Property, that (i) such Intellectual Property is owned by a third Person (other than a Seller Party), and (ii) as of the Initial Closing Date, a Seller Party has (to the extent which and for such time that a Seller Party has) a right to grant to any Purchaser Licensee the licenses, sublicenses, or related rights to such Intellectual Property as set forth in this IP Agreement without the payment of royalties or other consideration to third Persons (except for payments for which the Purchaser agrees to reimburse the Seller or payments to any third Person: (A) for inventions made by such third Person while engaged by any Seller Party; and (B) as consideration for the acquisition of such Intellectual Property) and without obtaining the consent of any third Person (except where such consent has already been granted).

(rr) Licensed Copyright Materials means all of the copyrighted and copyrightable materials owned or Licensable by any Seller Party as of the Initial Closing Date that are or have been, on or prior to the Initial Closing Date, (i) used in connection with the Business, (ii) used in connection with the development of any product, service, or system in the Business, or (iii) incorporated into any product, service, or system in the Business; provided, that, for the avoidance of doubt, the Licensed Copyright Materials do not include (A) the Assigned Copyright Materials, (B) works authored after, or acquired by any Seller Party after, the Initial Closing Date, or (C) Software.

(ss) Licensed Copyrights means: (i) all of the copyright registrations and unregistered copyrights owned or Licensable by any Seller Party as of the Initial Closing Date that are for the Licensed Copyright Materials or the Licensed Software; and (ii) all other Copyrights that are owned or Licensable by any Seller Party as of the Initial Closing Date that are or have been, on or prior to the Initial Closing Date, (A) used in connection with the Business, (B) used in connection with the development of any product, service, or system in the Business, or (C) incorporated into any product, service, or system in the Business; provided that, for the avoidance of doubt, the Licensed Copyrights do not include the Assigned Copyrights or

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document any copyright registrations or unregistered copyrights that are for (I) copyrightable works authored after, or acquired by any Seller Party after, the Initial Closing Date or (II) Software (other than the Licensed Software).

(tt) Licensed IP means the Licensed Copyrights, Licensed Copyright Materials, Licensed Know-How, Licensed Patents, Licensed Software, Licensed Trademarks, Mobility Trademarks, Non-Mobility Trademarks, and Licensed Other IP.

(uu) Licensed Know-How means all of the Know-How owned or Licensable by any Seller Party as of the Initial Closing Date that is or has been, on or prior to the Initial Closing Date, (i) used in connection with the Business, (ii) used in connection with the development of any product, service, or system in the Business, or (iii) incorporated into any product, service, or system in the Business; provided that, for the avoidance of doubt, the Licensed Know-How does not include (A) the Assigned Know-How, or (B) any Know-How that is developed or acquired by any Seller Party after the Initial Closing Date.

(vv) Licensed Other IP means all of the Intellectual Property (other than the Licensed Copyrights, Licensed Patents, Licensed Copyright Materials, Licensed Know-How, Licensed Software, and Trademarks), if any, owned or Licensable by any Seller Party as of the Initial Closing Date that is or has been, on or prior to the Initial Closing Date, (i) used in connection with the Business, (ii) used in connection with the development of any product, service, or system in the Business, or (iii) incorporated into any product, service, or system in the Business; provided that, for the avoidance of doubt, the Licensed Other IP does not include the Assigned Other IP.

(ww) Licensed Patents means all of the Patents (i) owned by any Seller Party as of the Initial Closing Date or that are based on an invention disclosure owned by any Seller Party as of the Initial Closing Date, or (ii) Licensable by any Seller Party as of the Initial Closing Date; provided that, for the avoidance of doubt, the Licensed Patents do not include the Assigned Patents.

(xx) Licensed Software means the Software owned or Licensable by any Seller Party as of the Initial Closing Date that is or has been, on or prior to the Initial Closing Date, (i) used in connection with the Business, (ii) used in connection with the development of any product, service, or system in the Business, or (iii) incorporated into any product, service, or system in the Business; provided that, for the avoidance of doubt, the Licensed Software does not include (I) the Assigned Software, (II) Software developed or acquired by any Seller Party after the Initial Closing Date, or (C) Seller Group Software specifically licensed to the Purchaser Group under another Transaction Agreement.

(yy) Licensed Trademarks means the Trademarks set forth on Schedule 1.1(yy); provided that, for the avoidance of doubt, the Licensed Trademarks do not include the Assigned Trademarks, the Mobility Trademarks, or the Non-Mobility Trademarks.

(zz) LTE means the Long Term Evolution (LTE) or Long Term Evolution Advanced (LTE-A) fourth generation (4G) broadband communications standards, including various derivations thereof that do not fundamentally alter the character thereof (e.g., wireless air-interface, framing structure, control, call set-up and connection management).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (aaa) Mask Work means: (i) any mask work, registered or unregistered, as defined in 17 U.S.C. §901; (ii) all registrations and applications to register the foregoing anywhere in the world; (iii) all foreign counterparts and analogous rights anywhere in the world (including semiconductor topography rights); and (iv) all rights in and to any of the foregoing.

(bbb) Material IP Contracts has the meaning ascribed to it in Section 3.4.

(ccc) Mobility Intellectual Property License means that certain Amended and Restated Intellectual Property License Agreement, by and between Motorola Mobility, Inc. and Motorola, Inc., effective as of July 31, 2010.

(ddd) Mobility Trademark License means that certain Amended and Restated Exclusive License Agreement, by and between Motorola Trademark Holdings, LLC and Motorola, Inc., effective as of July 30, 2010.

(eee) Mobility Trademarks means any Trademarks licensed to any Seller Party or any Acquired Company pursuant to the Mobility Trademark License that are, as of the Initial Closing Date, used in connection with the Business or any product, service, or system in the Business.

(fff) Mobility Transition Period has the meaning ascribed to it in Section 2.2(d)(i)(A).

(ggg) New Business Employee has the meaning ascribed to it in Section 2.1(b)(iii)(D).

(hhh) Non-Mobility Trademarks has the meaning ascribed to it in Section 2.2(d)(i)(B).

(iii) Non-Mobility Transition Period has the meaning ascribed to it in Section 2.2(d)(i)(B).

(jjj) Object Code means one or more computer instructions in machine readable form (whether or not packaged in directly executable form), including any such instructions that are readable in a virtual machine, whether or not derived from Source Code, together with any partially compiled or intermediate code that may result from the compilation, assembly or interpretation of any Source Code. Object Code includes firmware, compiled or interpreted programmable logic, libraries, objects, bytecode, machine code, and middleware.

(kkk) Off-the-Shelf Software Licenses means licenses in respect of commercially available, unmodified, off-the-shelf Software used by any of the Seller Entities solely for its own internal use with respect to the Business.

(lll) Open Source Software means any Software that is subject to any license that is, or is substantially similar to, a license approved by the Open Source Initiative and listed

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document at http://www.opensource.org/licenses as of the Initial Closing Date, which licenses include all versions of the GNU General Public License (GPL), the Lesser GNU Public License (LGPL), the GNU Affero GPL, the MIT License, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License, the Academic Free License, the BSD License and the Apache License, or any Reciprocal License.

(mmm) Out-bound Licenses has the meaning ascribed to it in Section 3.4.

(nnn) Outstanding Patents has the meaning ascribed to it in Section 2.1(b)(iii)(F).

(ooo) Patent Review List has the meaning ascribed to it in Section 2.1(b)(iii)(A).

(ppp) Patents has the meaning ascribed to it in the definition of Intellectual Property.

(qqq) Permitted Type of Enterprise Mobile Computing Product means a Type of Enterprise Mobile Computing Product that: (i) (a) is a component used in a solution, (b) interoperates with one or more Purchaser Excluded Products in such solution, and (c) is designed primarily for such use and interoperation; (ii) is a standalone product that is designed primarily for use by the Public Safety Community or Governmental Entities; or (iii) is a Purchaser Excluded Product that is designed primarily (A) for use by the Public Safety Community or Governmental Entities, (B) to operate in compliance with the Integrated Digital Enhanced (iDEN) protocol, or (C) to operate in compliance with any Two-Way Radio Standard.

(rrr) product means device or product.

(sss) Public Safety LTE Smartphone Devices means any fixed, handheld, vehicle-mounted, wearable, or portable wireless product that is compliant with LTE and is designed primarily for use by either the Public Safety Community or Governmental Entities.

(ttt) Public Safety Next-Gen LTE Network means a network that is based upon LTE and operates on a frequency band allocated to the Public Safety Community.

(uuu) Purchaser has the meaning ascribed to it in the preamble.

(vvv) Purchaser Assignees means one or more Persons designated, on or prior to the Initial Closing Date, by Purchaser to Seller.

(www) Purchaser Excluded Products means (i) Excluded Infrastructure Equipment, (ii) Excluded Mobile Radio Products, (iii) Excluded Software and Solutions, or (iv) Excluded Field Products.

(xxx) Purchaser Licensees means each (for the avoidance of doubt, and without limiting any other provision of this IP Agreement, current or future) Affiliate of the Purchaser (including the Acquired Companies).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (yyy) Push-to-Talk (PTT) means a method of transmitting voice or data communications on simplex and half-duplex channels that uses a momentary button to switch from voice or data reception mode to transmit mode.

(zzz) Reciprocal License means a license of an item of Software that requires or conditions any rights granted in such license upon: (i) the disclosure, licensing or distribution of other Software (whether or not in Source Code form); (ii) a requirement that any other licensee of the Software be permitted to modify, make Derivative Works of, or reverse-engineer any such other Software; (iii) a requirement that such other Software be redistributable by other licensees; (iv) the grant of any patent rights including non- assertion or patent license obligations; or (v) the imposition of any other material limitation, restriction, or condition on any Seller Entitys right to use or distribute other Software in connection with the Business (other than a requirement to include an acknowledgement of authorship of such item of Software or to distribute a copy of the terms and conditions of the applicable license agreement with respect to such Software).

(aaaa) Registered Intellectual Property has the meaning ascribed to it in Section 3.1.

(bbbb) Retained Seller Trademarks means any and all Trademarks owned or used by any Seller Party on or prior to the Initial Closing Date or at any time thereafter (but excluding, for the avoidance of doubt, any Trademarks that constitute an Acquired Asset).

(cccc) Review Patent has the meaning ascribed to it in Section 2.1(b)(iii).

(dddd) Review Period means the period of time on or prior to the one year anniversary of the Initial Closing Date.

(eeee) RFID has the meaning ascribed to it in Enterprise Data Capture Products.

(ffff) SDO means a patent pool, official or de facto standards setting or development organization, industry standards body industry, trade association or other similar organization.

(gggg) SDO Member means any Person that is or has ever been, directly or indirectly, (i) a member or promoter of, or a contributor to or a participant in, any SDO, (ii) obligated to license or disclose any Intellectual Property to, or made any commitments or agreements regarding, any SDO, or (iii) a participant in the writing, preparing, amending, revising, sponsoring, organizing, promulgating, setting, or approving of any specifications, standards, requirements, or guidelines related to the Business.

(hhhh) Section 365 has the meaning ascribed to it in Section 4.5.

(iiii) Section 365(n) has the meaning ascribed to it in Section 4.5.

(jjjj) Seller has the meaning ascribed to it in the preamble.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (kkkk) Seller Business means, collectively, the businesses of each member of the Seller Parties as of the Initial Closing Date, but excluding the Business.

(llll) Seller Entity means each Acquired Company and each Seller Party.

(mmmm) Seller Excluded Products means a (i) Type of Enterprise Data Capture Product, (ii) Type of Enterprise Mobile Computing Product, or (iii) Type of Enterprise Wireless LAN Product.

(nnnn) Seller IP means any and all Intellectual Property owned by any Seller Party prior to the Initial Closing Date or at any time thereafter.

(oooo) Seller IPA Disclosure Schedule has the meaning ascribed to it in Article III.

(pppp) Seller Licensed Activities has the meaning ascribed to it in Section 2.1(d).

(qqqq) Seller Party means Seller and each of its Affiliates (but, for the avoidance of doubt, excluding the Acquired Companies).

(rrrr) Shared Review Invention Disclosure has the meaning ascribed to it in Section 2.1(b)(iii)(C).

(ssss) Shared Review Patent has the meaning ascribed to it in Section 2.1(b)(iii)(B).

(tttt) Smart Sensing Network Equipment means any sensing equipment for use in conjunction with or interoperable with a distributed network of sensors intended to measure or ascertain data, including video, imaging, RFID, audio, temperature, and data measurements.

(uuuu) Software has the meaning ascribed to it in the definition of Intellectual Property.

(vvvv) Source Code means one or more statements in human readable form, including comments, definitions and annotations, which are generally formed and organized to the syntax of a computer or programmable logic programming language (including such statements in batch or scripting languages and including hardware definition languages such as VHDL), together with any and all text, data and data structures, diagrams, manuals, instructions, procedures, and other information that describe the foregoing.

(wwww) Third-Party Intellectual Property means any and all Intellectual Property licensed to any Seller Party from, or otherwise owned by, a Person other than a Seller Party (including open source Software, freeware or other publicly available Software).

(xxxx) Trademarks means (i) trademarks, service marks, logos, product numbers, trade dress, trade names, corporate names and Internet domain names, slogans, and

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document other indicia of commercial source or origin (whether registered, common law, statutory, or otherwise, and together with all translations thereof), (ii) all registrations and applications to register the foregoing anywhere in the world (including all renewals in connection therewith), and (iii) all goodwill symbolized by any of the foregoing clauses (i) and (ii).

(yyyy) Transferred IP means the Assigned IP and the Acquired Company IP.

(zzzz) Transferred IP Docket has the meaning ascribed to it in Section 2.3(a).

(aaaaa) Two-Way Radio Network means a wireless network (whether implemented in hardware or Software) capable of enabling, managing, supervising, or securing a communication of voice, data, or multimedia information in compliance with any one or more of the Two-Way Radio Standards.

(bbbbb) Two-Way Radio Standards means (i) any of the following standards: (A) Association of Public-Safety Communications Officials Project 25 (including Digital APCO P25), (B) European Telecommunications Standards Institute Terrestrial Trunked Radio (including TETRA), (C) European Telecommunications Standards Institute Digital Mobile Radio (including TETRAPOL), (D) European Telecommunications Standards Institute Digital Private Mobile Radio, (E) MotoTalk, (F) General Mobile Radio Service, (G) Family Radio Service, (H) Analog MDC-1200, (I) Analog Conventional, (J) Private Mobile Radio (PMR), Logic Trunked Radio (LTR), MPT 1327 / MPS 1327, Selcall (5-Tone), and NXDN, (K) Dogota, Mobile Radio (DMR), digital Private Mobile Radio (dPMR), and Police Digital Trunking (PDT), (L) Global Open Trunked Architecture (GoTa), (M) ARIB standards T-98 and T-102 (also known as DCR for Japan), (N) China specific protocol (PDMS/CDMR), (O) Enhanced Digital Access Communication System (EDACS), (P) OpenSky and GSM-R (Railway variant of GSM for Two-Way Radio), and (Q) Project 25 Conventional TDMA and China specific protocols (PDMR-T, PDMR-F); and (ii) various derivations thereof that do not fundamentally alter the character thereof. For the avoidance of doubt, Two-Way Radio Standards do not include Wireless Standards.

(ccccc) Type of Enterprise Data Capture Product means (i) bar code scanner products for reading machine-readable symbols (including fixed, handheld, portable, wearable, and vehicle-mounted laser scanners and linear and area imagers), (ii) RFID reader products used to communicate with RFID tags (including portal RFID readers, doorway, forklift, crane and delivery-door RFID readers, handheld RFID readers, and fixed, vehicle-mounted, wearable, portable, hands-free and mobile RFID readers), or (iii) associated accessories and Software.

(ddddd) Type of Enterprise Mobile Computing Product means durable or rugged enterprise-grade fixed, handheld, wearable, vehicle-mounted, or portable computing or smartphone products, which products shall include handheld and portable mobile computers, gun handle mobile computers, tablet computers, vehicle mounted computers and wearable computers.

(eeeee) Type of Enterprise Wireless LAN Product means products that provide connectivity to wireless products within a local area network (whether indoors or outdoors) and that operate in compliance with the IEEE 802.11 standard (which products shall include types of

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document products that are wireless LAN products, including (i) wireless access points and ports compliant with the IEEE 802.11 standard, (ii) wireless controllers compliant with the IEEE 802.11 standard, (iii) wireless switches designed for use with the foregoing wireless access points, ports and controllers, and (iv) related LAN accessories and Software).

(fffff) Wireless Standards means: (i) all cellular communication technical specifications adopted as a standard by either an SDO or a major operator of public subscription systems for in-country requirements (e.g., frequency spectrum availability, interconnection with preexisting telephony networks, etc.), as well as various adjunct protocols to the extent incorporated into such standards, including those technical specifications for digital radiotelephone service (A) promulgated by ETSI and presently known as the GSM, Pan-European Digital Cellular radiotelephone service (including Personal Communications Network services, presently known as DCS1800 and in the United States PCS1900), (B) promulgated in the United States by the Telecommunications Industry Association / Electronic Industries Associates (TIA/EIA) and presently known as AMPS (Advanced Mobile Phone System), NAMPS (Narrowband AMPS), TDMA Cellular/PCS - Radio Interface Interim Standards IS-I36, IS-137 or IS-138 (including IS-54, IS-55 and IS-56 and PCS 1900 standards JSTD-009, JSTD-010 and JSTD-011), (C) promulgated by ARIB (formerly RCR) and presently known as PDC (Personal Digital Cellular), (D) promulgated by the TIA and presently known as IS-95, IS-95B, RTT MC 1X, 1X Plus, and 1Xtreme Code Division Multiple Access services, (E) presently known as third generation (3G) cellular standards currently under development and known by such designations, including 3GPP, UMTS, WCDMA, 3GPP2, and CDMA2000, or (F) presently known as LTE; (ii) all technical specifications promulgated or currently under development by any of (A) IEEE and presently known as IEEE 802.11/WiFi or 802.15/WPAN standards, (B) EPCGlobal and presently known as EPC Radio Frequency Identity Protocols, (C) ISO/ IEC 18000, 13157, 21481, 14443, or 15693, and presently known as RFID or NFC, or (D) Bluetooth; (iii) various derivations of the specifications and protocols referenced in clauses (i) and (ii) that do not fundamentally alter the character of such specifications and protocols (e.g., wireless air-interface, framing structure, control, call set-up and connection management); and (iv) any and all international versions of the specifications and protocols referenced in clauses (i) through (iii).

Section 1.2 Construction. Section 11.10 of the Acquisition Agreement shall apply mutatis mutandis to this IP Agreement.

ARTICLE II ASSIGNMENTS AND LICENSES

Section 2.1 Transferred IP. (a) Acquired Company IP. For the avoidance of doubt, the Purchaser Group will acquire all Acquired Company IP by virtue of the acquisition by the Purchaser Group of the Acquired Company Shares pursuant to the terms of the Acquisition Agreement.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Assignment of Assigned IP. (i) Assignment. Effective as of the applicable Closing Date, the Seller hereby sells, assigns, transfers, conveys and delivers all of its right, title, and interest in and to the Assigned IP (together with the goodwill of the business symbolized by any Trademarks that constitute Assigned IP) and all Ancillary IP Rights with respect thereto, and shall cause the other Seller Parties to do the same, to the Purchaser Assignees and, effective as of the applicable Closing Date, the Purchaser Assignees hereby purchase, acquire and accept the same from the Seller Parties. The Seller hereby waives (and shall cause the other Seller Parties to waive) any moral rights, including rights of attribution, integrity, and disclosure, arising from all or any part of any Copyrights that constitute Assigned IP, together with all claims for damages and other remedies asserted on the basis of moral rights, and hereby sells, assigns, transfers, conveys, and delivers (and shall cause the other Seller Parties to do the same) to the Purchaser Assignees any waivers granted to any Seller Party of any such moral rights. (ii) Mandatory Laws. If and to the extent that, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any of the Assigned IP cannot be assigned as provided in Section 2.1(b)(i), (A) the Seller irrevocably agrees to (and shall cause the other Seller Parties to) assign and transfer, and the Seller hereby assigns and transfers (and shall cause the other Seller Parties to assign and transfer) to the Purchaser Assignees all rights (including all economic and commercialization rights) that can be assigned pursuant to Section 2.1(b)(i) to the fullest extent permissible, and (B) the Seller hereby grants to the Purchaser Assignees, and hereby agrees to cause the other Seller Parties to grant to the Purchaser Assignees, an unlimited, exclusive, irrevocable, assignable, transferable, sublicenseable, worldwide, perpetual, royalty-free, fully-paid up license to use, exploit, and commercialize in any manner now known or in the future discovered and for whatever purpose, any and all rights to Assigned IP that cannot be assigned as contemplated by Section 2.1(b)(i). (iii) Patent Review Process. (A) Information Exchange. Within forty-five (45) days after the Effective Date, Seller shall provide (I) to the Purchaser, an updated list of all Patents (other than those set forth on Schedule 1.1(l) of the Seller IPA Disclosure Schedule) owned by any Seller Party that (x) have an effective filing date or are based on an invention disclosure having a date of disclosure that is on or after January 9, 2007, and (y) that name as inventors, in Sellers reasonable, good-faith belief, one or more Business Employees and one or more Persons that are not Business Employees (the Patent Review List), and (II) to the Invention Disclosure Review Team, a list of invention disclosures (other than those set forth on Schedule 1.1(l) of the Seller IPA Disclosure Schedule or Schedule 1.1(j)) owned by any Seller Party that name as contributors one or more Business Employees

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document and one or more Persons that are not Business Employees (which list shall include the contributors, the title thereof, and the location code therefor) (the Invention Disclosure Review List). The Patent Review List shall include the Patents set forth on Schedule 2.1(b)(iii)(A). (B) Patent Review and Ownership. The parties shall promptly review the Patent Review List and, in good- faith, discuss and negotiate during the Review Period whether any of the Patents listed on such Patent Review List (each, a Shared Review Patent) should be or should have been, as applicable, an Assigned Patent, based upon the general guideline and principle that Shared Review Patents that are primarily paid for, primarily used by, or primarily arising out of, or for which associated costs and fees were primarily allocated to, the Business or any Acquired Company (as compared with the Seller Business) should be or should have been, as applicable, Assigned Patents. Seller shall provide to Purchaser, upon Purchasers reasonable request during the Review Period, information regarding such Patent Review List, the Patents listed thereon, and each such determination. If the parties agree, during the Review Period, that a Shared Review Patent should be or should have been, as applicable, an Assigned Patent, then, if such agreement was reached on or prior to the Initial Closing Date, the parties shall add such Shared Review Patent to Schedule 1.1(l) of the Seller IPA Disclosure Schedule and, if such agreement was reached after the Initial Closing Date, Seller shall (and shall cause the other Seller Parties to) promptly execute a Contract containing a present grant of assignment (or, if and to the extent, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any such Shared Review Patent cannot be so assigned, a license) of such Shared Review Patent to the Purchaser Assignees, consistent with the terms and conditions of Section 2.1(b)(i) or Section 2.1(b)(ii), as applicable. If the parties cannot agree on whether any Shared Review Patent should be or should have been, as applicable, an Assigned Patent, the parties shall, during the Review Period, escalate such dispute to successively more senior-levels of executives and shall each make sure each such senior executive is promptly available to speak with (including by telephone) his or her counterpart. (C) Invention Disclosure Review and Ownership. During the Review Period, within seventy-five (75) days after the Effective Date (or, in the event of any repeat of the process set forth in this Section 2.1(b)(iii)(C) in accordance with Section 2.1(b)(iii)(D), promptly (and no later than seventy-five (75) days) thereafter), Seller shall cause (on and prior to the Initial Closing Date), or the parties shall each cause (following the Initial Closing Date), as applicable, their respective employees on the Invention Disclosure Review Team to: (I) promptly review the Invention Disclosure Review List; (II) in good-faith determine whether any of the invention disclosures (and inventions listed on the Invention Disclosure Review List (and inventions described therein))

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (each, a Shared Review Invention Disclosure) should be or should have been, as applicable, Assigned Know- How, based upon the general guideline and principle that Shared Review Invention Disclosures that are primarily paid for, primarily used by, or primarily arising out of, or for which associated costs and fees were primarily allocated to, the Business or any Acquired Company (as compared with the Seller Business) should be Assigned Know-How; and (III) provide to Purchaser the applicable Invention Disclosure Review List and such determinations of the Invention Disclosure Review Team with respect to such Invention Disclosure Review List. Seller shall provide to Purchaser, upon Purchasers reasonable request during the Review Period, information regarding such Invention Disclosure Review List, the invention disclosures listed thereon, and each such determination; provided, however, that Seller shall not be required to disclose to Purchaser the content of any Shared Review Invention Disclosure in response to any such request. Upon review of such determinations or information, as applicable, the parties shall promptly jointly review such determinations and information, during the Review Period, and determine, in good faith, whether the Invention Disclosure Review Team should re- review any Shared Review Invention Disclosures on such Invention Disclosure Review List and, if so, the parties shall repeat the process set forth in this Section 2.1(b)(iii)(C) with respect to such Shared Review Invention Disclosures. If the Invention Disclosure Review Team determines, during the Review Period, that a Shared Review Invention Disclosure should be or should have been, as applicable, Assigned Know-How, then, if such agreement was reached on or prior to the Initial Closing Date, the parties shall add such Shared Review Invention Disclosure to Schedule 1.1(j) and, if such agreement was reached after the Initial Closing Date, Seller shall (and shall cause the other Seller Parties to) promptly execute a Contract containing a present grant of assignment (or, if and to the extent, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any such Shared Review Invention Disclosure cannot be so assigned, a license) of such Shared Review Invention Disclosure to the Purchaser Assignees, consistent with the terms and conditions of Section 2.1(b)(i) or Section 2.1(b)(ii), as applicable. (D) Newly Identified Business Employee. If, during the Review Period, the Purchaser identifies a Person (New Business Employee) that the Purchaser reasonably believes, in good faith, is or was a Business Employee and (I) such New Business Employee is not named as a contributor on any Shared Review Invention Disclosure on an Invention

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Disclosure Review List and is not named as an inventor on any Shared Review Patent on a Patent Review List, in each case previously provided to the Purchaser, or (II) Purchaser reasonably believes, in good faith, that Seller has not provided a complete and accurate Invention Disclosure Review List or Patent Review List with respect to any Patents or invention disclosures for which such New Business Employee is named as an inventor or contributor, respectively, then in each case of clauses (I) and (II), the Purchaser may notify Seller of such belief, and Seller shall promptly (but in no event more than thirty (30) days following such notice) provide to the Purchaser or the Invention Disclosure Review Team, as applicable, an updated Patent Review List and Invention Disclosure Review List with respect to such New Business Employee, and the parties shall repeat the process set forth in Section 2.1(b)(iii)(B) and Section 2.1(b)(iii)(C) with respect to such updated Patent Review List and Invention Disclosure Review List, respectively. (E) Inventors Are All Business Employees. If (i) during the Review Period, Purchaser identifies a Patent or invention disclosure owned by any Seller Party where all of the inventors of such Patent or all of the contributors of such Invention Disclosure, respectively, are Business Employees, and (ii) Purchaser provides to Seller the evidence on which Purchaser is basing such identification, then such Patent or Invention Disclosure shall be an Assigned Patent or Assigned Know-How, as applicable, and the parties shall, where applicable on or prior to the Initial Closing Date, add such Patent or invention disclosure, as applicable, to Schedule 1.1(l) of the Seller IPA Disclosure Schedule or Schedule 1.1(j), as applicable, or, where applicable after the Initial Closing Date, Seller shall (and shall cause the other Seller Parties to) promptly execute a Contract containing a present grant of assignment (or, if and to the extent, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any such Patent or Invention Disclosure, as applicable, cannot be so assigned, a license) of such Patent or Invention Disclosure, as applicable, to the Purchaser Assignees, consistent with the terms and conditions of Section 2.1(b)(i) or Section 2.1(b)(ii), as applicable. (F) Arbitration. Attached as Schedule 2.1(b)(iii)(F) is a schedule of additional Patents provided by Seller to Purchaser prior to the Effective Date for review with respect to ownership allocation between the parties pursuant to the general guidelines and principles set forth in Section 2.1(b)(iii)(B) (the Additional Patents). The parties shall promptly, in good-faith, discuss and negotiate whether any of the Additional Patents should be or should have been, as applicable, an Assigned Patent. If any of such Additional Patents are not reviewed, or the parties cannot agree on whether any Additional Patent should be or should have been, as applicable, an Assigned Patent, prior to the Initial Closing Date, then the parties shall escalate such dispute to successively more senior- levels of executives as set forth in Section 2.1(b)(iii)(B). If such senior-levels of executives cannot resolve the dispute with respect to any such Patents (the Outstanding Patents) by the Initial Closing Date, then either party may, within thirty (30) days after the Initial Closing Date,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document submit such Outstanding Patents for dispute resolution as follows. One or both parties may, within thirty (30) days after the Initial Closing Date, submit the dispute with respect to such Outstanding Patents for arbitration in Chicago, Illinois before a single arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS Streamlined Arbitration Rules and Procedures, as those Rules may be amended by written agreement of the parties. The parties shall cooperate, in good faith, prior to the commencement of any arbitration under this Section 2.1(b)(iii)(F), to agree to any such amendments or other processes with respect to such arbitration (e.g., timing of the arbitration, arbitrators familiarity with patent law). The parties shall instruct the arbitrator, and the arbitrator shall resolve each dispute regarding the ownership of each Outstanding Patent, based upon the general guideline and principle that such Outstanding Patents that are primarily paid for, primarily used by, or primarily arising out of, or for which associated costs and fees were primarily allocated to, the Business or any Acquired Company (as compared with the Seller Business) should be or should have been, as applicable, Assigned Patents. The parties shall maintain the confidential nature of all information, documents and materials disclosed and statements made in connection with any negotiations or arbitration proceeding, and any arbitration proceeding and the judgment, including any hearing or award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits. The parties shall each bear their respective costs and expenses with respect to any arbitration pursuant to this Section 2.1(b)(iii)(F); provided, however, that the parties shall equally share (on a 50/50 basis) the cost of the arbitrator. If the arbitrator determines that any Outstanding Patent should be or should have been, as applicable, an Assigned Patent, Seller shall (and shall cause the other Seller Parties to) assign such Patent to the Purchaser Assignees in accordance with Section 2.1(b)(iii)(E). (c) License-Back of Patents. Effective as of the Initial Closing Date, the Purchaser will cause each Acquired Company and each Purchaser Assignee to grant, following each applicable Closing Date, to the Seller Parties, an irrevocable (except as expressly set forth herein), perpetual, non-sublicenseable (except as expressly set forth herein), fully paid-up, royalty-free, worldwide, non-transferable (except as expressly set forth herein), non-exclusive license, under the Acquired Company Patents and Assigned Patents: (i) (A) to use the Acquired Company Patents and Assigned Patents in the operation of the Seller Business and to practice any methods, processes, and procedures in connection therewith and (B) to make, have made, use, sell, offer for sale, import, and otherwise dispose of products, services, and systems that were designed, developed, manufactured, distributed, offered for sale, sold, resold, supported, otherwise under development, or provided, as of the applicable Closing Date, by the Seller Parties in connection with the Seller Business and to practice any methods, processes, and procedures in connection therewith, and in each case of clauses (A) and (B), including with respect to all Derivative Works and natural evolutions thereof;

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Smart Sensing Network Equipment; and (iii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Public Safety LTE Smartphone Devices. (d) License-Back of Non-Patent, Non-Trademark IP. Effective as of the Initial Closing Date, the Purchaser will cause each Acquired Company and each Purchaser Assignee to grant, following each applicable Closing Date, to the Seller Parties, an irrevocable (except as expressly set forth herein), non-sublicenseable (except as expressly set forth herein), perpetual, fully paid-up, royalty-free, worldwide, non-transferable (except as expressly set forth herein), non-exclusive license, under the Transferred IP (other than Trademarks and Patents) that is or has been, on or prior to the Initial Closing Date, (x) used in connection with the Seller Business, (y) used in connection with the development of any product, service, or system in the Seller Business, or (z) incorporated into any product, service, or system in the Seller Business: (i) (A) to use such Transferred IP in the operation of the Seller Business and to practice any methods, processes, and procedures in connection therewith and (B) to make, have made, use, sell, offer for sale, import, and otherwise dispose of products, services, and systems that were designed, developed, manufactured, distributed, offered for sale, sold, resold, supported, otherwise under development, or provided, as of the applicable Closing Date, by the Seller Parties in connection with in the Seller Business and to practice any methods, processes, and procedures in connection therewith, and in each case of clauses (A) and (B), including with respect to all Derivative Works and natural evolutions thereof; (ii) to make, have made, use, sell, offer for sale, import and otherwise dispose of Smart Sensing Network Equipment; and (iii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Public Safety LTE Smartphone Devices. Clauses (i) through (iii) above are collectively referred to as the Seller Licensed Activities. The license rights granted under this Section 2.1(d) include: (1) with respect to such Transferred IP that constitutes Copyrights or copyrightable materials (other than Software), the rights to reproduce, prepare Derivative Works of, perform, display, and distribute such Copyrights and copyrightable materials in connection with the Seller Licensed Activities; and (2) with respect to such Transferred IP that constitutes Software, the rights to: (I) use, reproduce, prepare Derivative Works of,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document perform, and display such Software in connection with the Seller Licensed Activities; and (II) distribute such Software and Derivative Works of such Software in connection with the Seller Licensed Activities (but in Source Code form, solely as permitted pursuant to Section 2.1(f) and in accordance with Article V). For the avoidance of doubt, this Section 2.1(d) shall not constitute a license to Trademarks. (e) Seller Excluded Products. The licenses granted pursuant to Section 2.1(c)(i), Section 2.1(c)(ii), Section 2.1(d)(i), and Section 2.1(d)(ii) do not extend to any product, system, or service if and solely to the extent such product, system, or service constitutes or includes a Seller Excluded Product; provided, that if any such Seller Excluded Product is a Type of Enterprise Mobile Computing Product, then if and solely to the extent that such Seller Excluded Product is a Permitted Type of Enterprise Mobile Computing Product, such licenses will extend solely to such Permitted Type of Enterprise Mobile Computing Product that constitutes such product, system, or service or, as included in such product, system, or service, is included in such product, system, or service, as applicable. By way of example, if a Seller Excluded Product is a single component of a product, system, or service that is otherwise licensed under Section 2.1(c)(i), Section 2.1(c)(ii), Section 2.1(d)(i), or Section 2.1(d)(ii) and such Seller Excluded Product is not a Permitted Type of Enterprise Mobile Computing Product, such licenses do not extend to such component, but such licenses do extend to the remainder of such licensed product, system, or service. By way of further example, if a Seller Excluded Product is a single component of a product, system, or service that is otherwise licensed under Section 2.1(c)(i), Section 2.1(c)(ii), Section 2.1(d)(i), or Section 2.1(d)(ii), then to the extent such Seller Excluded Product is a Permitted Type of Enterprise Mobile Computing Product, such licenses extend to such component as included in such licensed product, system, or service. (f) Sublicenses. Each of the Seller Parties may grant sublicenses of the licenses granted to it pursuant to Section 2.1(c) or Section 2.1(d): (i) to any (for the avoidance of doubt, and without limiting any other provision of this IP Agreement, current or future) direct or indirect Subsidiary of Seller (but only for so long as such Person remains such a Subsidiary); (ii) to any other Person in connection with the sale or disposition of substantially all of the assets of a business or product line of any of the Seller Parties; (iii) other than with respect to Section 2.1(c), for the purpose of any Persons (including resellers, distributors, and OEMs) distribution of products licensed under Section 2.1(c) or Section 2.1(d); (iv) other than with respect to Section 2.1(c), to any Person (including OEMs, JDMs, suppliers, contractors, and subcontractors) solely for the purpose of, and to the extent necessary for, such Person to perform any service (including any service with respect to the design, manufacture, import, export, or supply of any product, service, or system in the Seller Business or any components thereof) for a Seller Party, and not for the direct benefit of such Person or any other Person, (v) other than with respect to Section 2.1(c), to a customer of a Seller Party for such customers use of a product licensed under Section 2.1(c) or Section 2.1(d); or (vi) other than with respect to Section 2.1(c), with respect to Software, to any Person for the purpose of such

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Persons development of Software that is compatible or interoperates with a product licensed under Section 2.1(c) or Section 2.1(d). The Seller Parties have no other right to grant sublicenses under any of the licenses granted to the Seller Parties under this IP Agreement. (g) No Implied Rights. The Seller acknowledges and agrees that, except as expressly set forth in this Section 2.1 of this IP Agreement, the Seller Parties are not obtaining any rights under this IP Agreement in or to any Intellectual Property owned by Purchaser or any Purchaser Licensee as of the Initial Closing Date or at any time thereafter, and nothing in this IP Agreement confers on any Seller Party any right to use any names of the Purchaser or any Purchaser Licensee in any advertising publicity or other promotional activities.

Section 2.2 Licensed IP. (a) Patent License. Effective as of the Initial Closing Date, the Seller hereby grants (and will cause each other Seller Party to grant following each applicable Closing Date), to the Purchaser Licensees an irrevocable (except as expressly set forth herein), perpetual, non-sublicenseable (except as expressly set forth herein), fully paid-up, royalty-free, worldwide, non-transferable (except as expressly set forth herein), non-exclusive license, under the Licensed Patents: (i) (A) to use the Licensed Patents in the operation of the Business and to practice any methods, processes, and procedures in connection therewith and (B) to make, have made, use, sell, offer for sale, import and otherwise dispose of products, services, and systems that were designed, developed, manufactured, distributed, offered for sale, sold, resold, supported, otherwise under development, or provided, as of the applicable Closing Date, by the Seller Entities in connection with the Business and to practice any methods, processes, and procedures in connection therewith, and in each case of clauses (A) and (B), including with respect to all Derivative Works and natural evolutions thereof; and (ii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Smart Sensing Network Equipment. (b) License of Non-Patent, Non-Trademark Licensed IP. Effective as of the Initial Closing Date the Seller hereby grants (and will cause each other Seller Party to grant, following each applicable Closing Date), to the Purchaser Licensees an irrevocable (except as expressly set forth herein), non-sublicenseable (except as expressly set forth herein), perpetual, fully paid-up, royalty-free, worldwide, non-transferable (except as expressly set forth herein), non-exclusive license, under the Licensed IP (other than Trademarks and Patents): (i) (A) to use such Licensed IP in the operation of the Business and to practice any methods, processes, and procedures in connection therewith and (B) to make, have made, use, sell, offer for sale, import, and otherwise dispose of products, services, and systems that were designed, developed, manufactured,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document distributed, offered for sale, sold, resold, supported, otherwise under development, or provided, as of the applicable Closing Date, by the Seller Entities in connection with the Business and to practice any methods, processes, and procedures in connection therewith, and in each case of clauses (A) and (B), including with respect to all Derivative Works and natural evolutions thereof; and (ii) to make, have made, use, sell, offer for sale, import, and otherwise dispose of Smart Sensing Network Equipment. Clauses (i) and (ii) above are collectively referred to as the Purchaser Licensed Activities. The license rights granted under this Section 2.2(b) include: (1) with respect to Licensed IP that constitutes Copyrights or copyrightable materials (other than Software), the rights to reproduce, prepare Derivative Works of, perform, display, and distribute such Copyrights and copyrightable materials in connection with the Purchaser Licensed Activities; and (2) with respect to Licensed IP that constitutes Software, the rights to (I) use, reproduce, prepare Derivative Works of, perform, and display such Software in connection with the Purchaser Licensed Activities; and (II) distribute such Software and Derivative Works of such Software in connection with the Purchaser Licensed Activities (but in Source Code form, solely as permitted pursuant to Section 2.2(f) and in accordance with Article V). For the avoidance of doubt, this Section 2.2(b) shall not constitute a license to Trademarks. (c) License of Trademark IP. (i) License Grant. Effective as of the Initial Closing Date, the Seller hereby grants (and will cause each other Seller Party to grant, following each applicable Closing Date, to the Purchaser Licensees) a perpetual (unless terminated in accordance with Section 4.2(ii)(c)), fully paid-up, royalty-free, worldwide, non-transferable (except as set forth herein), non-exclusive license to use any and all Licensed Trademarks in the Business (including with respect to the Purchaser Licensed Activities), including with respect to all Derivative Works and natural evolutions of such Business, in a manner that is the same or substantially similar to the manner in which the Seller Entities have used the Licensed Trademarks in the Business. (ii) Quality Control. Purchaser will cause each Purchaser Licensee, following the Initial Closing Date, to include appropriate Trademark notices as required by applicable Law in connection with each of their respective uses of the Licensed Trademarks. The Purchaser acknowledges and agrees that all use of the Licensed Trademarks by the Purchaser Licensees following the Initial Closing Date and all goodwill associated therewith shall inure to the benefit of the Seller.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Purchaser will cause the Purchaser Licensees to use the Licensed Trademarks following the Initial Closing Date with appropriate legends as required under applicable Law. Purchaser agrees that the quality of all Seller Excluded Products and any other products and services marketed or sold by the Purchaser Licensees under the Licensed Trademarks will conform to at least the level of quality of the Enterprise Products as currently provided by the Seller Entities as of the Initial Closing Date. Purchaser will (and will cause each Purchaser Licensee to) reasonably cooperate with Seller in facilitating Sellers control of such quality, permit reasonable inspection of the Purchaser Licensees operations (upon reasonable notice and during normal business hours) solely with respect to their respective use of the Licensed Trademarks (if any), and supply Seller with specimens of any of their respective uses of the Licensed Trademarks (if any), including such specimens that are advertising or marketing materials, upon Sellers reasonable request, at Sellers expense. (d) Transitional Trademark License. (i) License Grant. Effective as of the Initial Closing Date, the Seller hereby grants (and will cause each other Seller Party to grant following each applicable Closing Date) to the Purchaser Licensees: (A) for a period of one hundred eighty (180) days after the applicable Closing Date (the Mobility Transition Period), a fully paid-up, royalty-free, worldwide, non-transferable, non-exclusive sublicense to use any and all Mobility Trademarks, in accordance with the terms and conditions of the Mobility Trademark License; and (B) for a period of seven hundred thirty (730) days after the applicable Closing Date (the Non-Mobility Transition Period), a fully paid-up, royalty-free, irrevocable (except as expressly set forth herein), worldwide, non-transferable, non-exclusive license to use any and all Retained Seller Trademarks (other than the Mobility Trademarks and Licensed Trademarks) that are or have been, on or prior to the Initial Closing Date, used in connection with the Business or any product, service, or system in the Business (the Non-Mobility Trademarks), in each case of clauses (A) and (B), solely in connection with the operation of the Business or with the exercise of the licenses granted pursuant to Section 2.2(a) and Section 2.2(b), in a manner that is the same or substantially similar to the manner in which the Seller Entities used the Mobility Trademarks or Non-Mobility Trademarks, as applicable, in connection with the Business as of the Initial Closing Date, including with respect to existing signs and stocks of advertisements and promotional materials and items, inventory and packaging included in the Acquired Assets (Existing Stock) containing any Mobility Trademark or Non-Mobility Trademark. Seller Excluded Products manufactured during the Mobility Transition Period or Non-Mobility Transition Period that bear the Mobility Trademarks or the Non-Mobility Trademarks will be treated as

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Existing Stock under this Section 2.2(d), except to the extent a Purchaser Licensee is separately sublicensed with respect to any such Mobility Trademark or Non-Mobility Trademark. (ii) Purchaser Transition Efforts. Notwithstanding Section 2.2(d)(i), each Purchaser Licensee shall use Reasonable Efforts to discontinue the use of, exhaust, or otherwise dispose of, the Existing Stock after the Initial Closing Date and to modify all manufacturing equipment to cease to manufacture Seller Excluded Products marked with the Mobility Trademarks as soon as reasonably practicable after the Initial Closing Date. (e) Purchaser Excluded Products. The licenses granted pursuant to Section 2.2(a), Section 2.2(b), and Section 2.2(c) do not extend to any product, system, or service if and solely to the extent such product, system, or service constitutes or includes a Purchaser Excluded Product, except for a Purchaser Excluded Product that is Smart Sensing Network Equipment that is, as manufactured by or for a Purchaser Licensee, not specifically enabled for use in conjunction with or for interoperability with a (i) Public Safety Next-Gen LTE Network or (ii) Two-Way Radio Network. By way of example, if a Purchaser Excluded Product is a single component of a product, system, or service that is otherwise licensed under Section 2.2(a), Section 2.2(b), or Section 2.2(c), such licenses do not extend to such component, but such licenses do extend to the remainder of such licensed product, system, or service. (f) Sublicenses. Each Purchaser Licensee may grant sublicenses of the licenses granted to it pursuant to Section 2.2: (i) to any (for the avoidance of doubt, and without limiting any other provision of this IP Agreement, current or future) direct or indirect Subsidiary of Purchaser (but only for so long as such Person remains such a Subsidiary); (ii) to any other Person in connection with the sale or disposition of substantially all of the assets of a business or product line of any Purchaser Licensee; (iii) other than with respect to Section 2.2(a), for the purpose of any Persons (including resellers, distributors, and OEMs) distribution of products licensed under Section 2.2; (iv) other than with respect to Section 2.2(a), to any Person (including OEMs, JDMs, suppliers, contractors, and subcontractors) solely for the purpose of, and to the extent necessary for, such Person to perform any service (including any service with respect to the design, manufacture, import, export, or supply of any product, service, or system in the Business or any components thereof) for a Purchaser Licensee, and not for the direct benefit of such Person or any other Person, (v) other than with respect to Section 2.2(a), to a customer of a Purchaser Licensee for such customers use of a product licensed under Section 2.2; or (vi) other than with respect to Section 2.2(a), with respect to Software, to any Person for the purpose of such Persons development of Software that is compatible or interoperates with a product licensed under Section 2.2. The Purchaser Licensees have no other right to grant sublicenses under any of the licenses granted to the Purchaser Licensees under this Section 2.2. (g) Acknowledgement. The Purchaser acknowledges and agrees that the licenses granted under this Section 2.2 do not extend to Purchaser or any product, system or service manufactured, sold, designed, distributed, or supported by Purchaser directly or indirectly through any Purchaser Licensee, other than any Business Activities for Seller Excluded Products or Smart Sensing Network Equipment.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Section 2.3 Delivery. (a) Documentation. To the extent in the possession or under the control of any Seller Party, the Seller shall provide (and shall cause the other Seller Parties to provide) to the Purchaser: (i) promptly after the Initial Closing Date, complete and accurate copies of all the following that constitute Transferred IP: file histories and notes (where such notes are regarding, with respect to Transferred IP, actual or potential disclosure dates or prior art dates, standards-essential Patents, or license or covenants not to sue granted to any Person with respect to such Transferred IP) from the Seller Parties docketing systems of the pending Patent applications and issued Patents (and invention disclosures, if any, for all such applications and Patents that any Seller Party is able to provide using Reasonable Efforts), pending Trademark applications and Trademark registrations, Copyright applications and Copyright registrations, and unpublished Patent applications; (ii) within thirty (30) days after the Effective Date, for Transferred IP throughout the world, a list of the names, addresses, email addresses, and phone numbers of prosecution counsel and agents; (iii) within thirty (30) days after the Effective Date, a list of all actions that must be taken for Transferred IP throughout the world (a Transferred IP Docket) within one hundred eighty (180) days after the Effective Date (including the payment of any registration, maintenance, or renewal fees or the filing of any documents, corrections, or replies to any Governmental Entity, applications or certificates, for the purposes of prosecuting, maintaining, or renewing any such registered, issued, or applied-for Transferred IP); and (iv) at least on a monthly basis during the period of time from the Effective Date until the Initial Closing Date, reasonable access to the docketing information (with respect to such Transferred IP) generated by any Seller Party in the Ordinary Course consistent with how such Seller Party generates such information for itself. As of the Initial Closing Date, the Purchaser assumes all responsibility for the prosecution, maintenance and enforcement of the Transferred IP assigned under this IP Agreement as of the Initial Closing Date to a Purchaser Assignee, and the payment of all fees, and all other prosecution and maintenance activities associated with such Transferred IP. After the Effective Date, Seller shall (and shall cause the other Seller Parties to) cooperate and assist Purchaser in good faith with respect to: (A) providing information to Purchaser that is reasonably sufficient to allow Purchaser to understand prosecution, maintenance, renewal, and new filing activities with respect to the Transferred IP that occur or will occur between the Effective Date and the Initial Closing Date; and (B) providing written instructions to all prosecution counsel and agents throughout the world who are responsible for the Transferred IP to instruct such counsel and agents that Purchaser and the Purchaser Assignees will be responsible for the Transferred IP as of the Initial Closing Date and that all reasonably necessary steps should be taken to prevent the loss of any rights embodied by the Transferred IP unless such counsel and agents have received express written instructions to the contrary from Purchaser. (b) Obligation to Deliver Technology. Following the Initial Closing Date, to the extent in the possession or under the control of any Seller Party and to the extent not

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document contained in storage media that constitutes an Acquired Asset and is delivered to the Purchaser, the Seller shall (and shall cause the other Seller Parties to), upon the Purchasers reasonable request, use Reasonable Efforts to provide the Purchaser with all materials, Software, information, tangible embodiments, and other tangible things, as those terms have been interpreted pursuant to any applicable Laws governing the production of documents and things, constituting, comprising, related to, or necessary to practice the Transferred IP or Licensed IP. To the extent that such materials, Software, information, tangible embodiments, and other tangible things constitute, comprise or relate to any Intellectual Property licensed to Seller under Section 2.1(c) or Section 2.1(d) or the Licensed IP, the Seller shall be permitted to retain a reasonable number of copies of such documents, materials, Software, information, tangible embodiments, and other tangible things. Purchaser shall use Reasonable Efforts to inform Seller of the locations of any such materials, Software, information, tangible embodiments, and other tangible things requested by Purchaser, where Purchaser has actual knowledge of such locations.

Section 2.4 General Intellectual Property Provisions. (a) Termination of Third Party Contracts. The license rights granted to the Purchaser Licensees under any Licensed IP that constitutes Third-Party Intellectual Property, if any, are subject to the terms and conditions of the Contracts applicable to such Licensed IP, and will terminate upon (i) termination of such Contracts, or (ii) termination of the Seller Parties right to sublicense the Purchaser Licensees under such Contracts, in each case by the applicable third party licensor or sublicensor, as applicable (and not by a Seller Party). (b) Compliance with Third Party Contracts. Following the Initial Closing Date, the Purchaser shall cause the Purchaser Licensees and its and their employees, contractors and agents to, comply with the terms and conditions of any such Contracts that are listed on Schedule 2.4(b) to the extent such terms and conditions are applicable to the Third-Party Intellectual Property sublicense rights granted to the Purchaser Licensees pursuant to this IP Agreement; provided, however, that the foregoing shall not require any Purchaser Licensee (or any current or future Affiliate thereof) or any of their respective employees, contractors, or agents (i) to pay or otherwise be responsible for any direct or indirect amounts, fees, charges, costs, or other consideration to any Person or (ii) to grant any license (or covenant not to sue) with respect to any Intellectual Property, in each case of clauses (i) and (ii) with respect to any such Contract. (c) No Implied Rights. The Purchaser acknowledges and agrees that, except as expressly set forth in Section 2.1 and Section 2.2 of this IP Agreement, (i) the Purchaser Licensees are not obtaining any rights in or to any Seller IP or Retained Seller Trademarks under this IP Agreement, and (ii) nothing in this IP Agreement confers on the Purchaser Licensees any right to use any name of any Seller Party in any advertising, publicity or other promotional activities; provided, however, that notwithstanding anything to the contrary contained in this IP Agreement, the Purchaser Licensees and any of their current or future Affiliates may make factual, non-trademark use of Sellers and the other Seller Parties full corporate names in order to fairly and accurately describe the history of the Business. Nothing herein prohibits such Purchaser Licensees and such

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Affiliates from maintaining books and records containing documents of files marked with any Retained Seller Trademarks in the Ordinary Course for archival and regulatory compliance purposes. (d) Third-Party Trademarks. Except as otherwise expressly provided herein, nothing in this IP Agreement confers on the Purchaser Licensees any right to use any Trademarks owned by any Person other than the Seller Parties. Except with respect to the Trademarks set forth on Schedule 2.4(d), following the Initial Closing Date, the Purchaser Licensees may not add any such Trademarks to any inventoried Enterprise Products of the Business existing as of the Initial Closing Date that are part of the Acquired Assets and that contain a Trademark licensed to the Seller Parties pursuant to the Mobility Trademark License without the Sellers prior written consent.

Section 2.5 Standards Organizations. The Seller or at least one other Seller Party is a member of the SDOs listed on Schedule 3.8(a) of the Seller IPA Disclosure Schedule. The Seller shall provide (and shall cause the other Seller Parties to provide) to Purchaser within ninety (90) days of the Initial Closing Date, complete and accurate copies of, any IP policies, other licensing commitments, and generally applicable member requirements that are associated with any SDO listed on Schedule 3.8(a) of the Seller IPA Disclosure Schedule and complete copies of all IP declarations, pledges, commitments, and other statements that any Seller Party has made in association with the Transferred IP, in all cases, with respect to each such copy, to the extent that Purchaser cannot obtain such copy using Reasonable Efforts and Seller is not prohibited from providing such copy to Purchaser). During the period of time between the Effective Date and the Initial Closing Date, Seller shall promptly notify Purchaser if any Seller Party becomes a member of any SDO not listed on Schedule 3.8(a) of the Seller IPA Disclosure Schedule, becomes subject to any other IP policy, licensing commitment, or generally applicable member requirement of any SDO, or submits any IP declaration, pledge, commitment, or other statement to any SDO. The Purchaser acknowledges and agrees that Patents that are Transferred IP may be subject to the requirements of such SDOs. Subject to the Purchasers receipt prior to the Initial Closing Date of such applicable IP policies, other licensing commitments, and generally applicable member requirements, the Purchaser agrees, with respect to Patents that are Transferred IP, to comply (and will cause the Purchaser Assignees to comply) with the licensing commitments imposed on members of such SDOs and to comply with any other requirements of such SDOs that are generally applicable to members thereof, to the extent Seller is required to pass such commitments or requirements on to Purchaser under its agreements with the applicable SDO.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER

Except as specifically set forth in, or qualified by any matter set forth in, the disclosure schedules, dated as of the date of this IP Agreement and delivered by the Seller to the Purchaser (collectively, the Seller IPA Disclosure Schedule) (it being agreed that the disclosure of any matter in any section or subsection in the Seller Disclosure Schedule, the Seller IPA Disclosure Schedule or the Seller EMA Disclosure Schedule shall be deemed to have been disclosed in any other section or subsection in the Seller Disclosure Schedule to which the applicability of such

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document disclosure is reasonably apparent on the face of such disclosure), the Seller represents and warrants to the Purchaser as follows: Section 3.1 Ownership. With respect to each item of Assigned IP and Acquired Company IP, respectively, such item is owned by a Seller Party or an Acquired Company, respectively, and such Seller Party or Acquired Company, respectively, has marketable title to such item. Schedules 1.1(b) and 1.1(c) of the Seller IPA Disclosure Schedule collectively set forth a complete and accurate list of all registered, issued, or applied-for Intellectual Property that constitutes Acquired Company IP and Schedules 1.1(h), 1.1(l), and 1.1(n) of the Seller IPA Disclosure Schedule collectively set forth a complete and accurate list of all registered, issued, or applied-for Intellectual Property that constitutes Assigned IP (such Acquired Company IP and Assigned IP, collectively, the Registered Intellectual Property). For each listed item, each of Schedule 1.1(b), 1.1(c), 1.1(h), 1.1(l), and 1.1(n) of the Seller IPA Disclosure Schedule, as applicable, indicates, as applicable, each owner of each such item of Registered Intellectual Property, the jurisdictions in which each such item of Registered Intellectual Property has been issued or registered or in which any application for such issuance or registration has been filed, the registration or application number, and the application filing or registration dates thereof. Each such item of Registered Intellectual Property is subsisting and, to the Knowledge of the Seller, valid and enforceable (except with respect to applications for Intellectual Property). A Seller Party has sufficient right, title, and interest in and to the Licensed IP to grant the licenses granted under this IP Agreement with respect thereto.

Section 3.2 Encumbrances. Except as set forth on Schedule 3.2(a) of the Seller IPA Disclosure Schedule, the Transferred IP is free and clear of any Encumbrances (other than Permitted Encumbrances and obligations under applicable SDO agreements with SDOs listed on Schedule 3.8 of the Seller IPA Disclosure Schedule) and, as of the Initial Closing Date, will be fully transferable, alienable, and licensable by the Purchaser Assignees and Acquired Companies without restriction and without payment to any Person and, except as set forth on Schedule 3.2(b) of the Seller IPA Disclosure Schedule, no Person has an option to take an assignment or license of any Transferred IP.

Section 3.3 Claims. Except as set forth on Schedule 3.3(a) of the Seller IPA Disclosure Schedule, (i) no Legal Proceeding is pending against any Seller Entity, (ii) no Legal Proceeding has been brought against any Seller Entity during the last three (3) years that was not resolved (other than pursuant to a settlement or license Contract), and (iii) no Claim has been threatened in writing against any Seller Entity during the last three (3) years (and, with respect to clause (B), was directed to the Seller Entities Legal and Governmental Affairs group (including any member or representative thereof and any attorney of any of the Seller Entities) or of which any of them were aware), in each case of clauses (i) through (iii), (A) with respect to any infringement, misappropriation, or other violation, of any Intellectual Property of any Person (or any unfair competition or trade practices) by any Seller Entity in connection with an Enterprise Product (including by any making, having made, using, selling, offering for sale, importing, and otherwise disposing of an Enterprise Product or any services in connection therewith), including any unsolicited offers to license specifically directed (in whole or in part) to an Enterprise Product and directed to the Seller Entities Legal and Governmental Affairs group (including any member or representative thereof and any attorney of any of the Seller Entities) or of which any of them were aware, unsolicited demands to license, or cease and desist letters, or

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (B) challenging the enforceability, use, ownership, scope, or validity, of any Transferred IP (other than office actions issued in the ordinary course of prosecuting any pending patent or trademark application). Except as set forth on Schedule 3.3(b) of the Seller IPA Disclosure Schedule, with respect to the infringement, misappropriation, or other violation of any Transferred IP, (1) no Legal Proceeding has been brought during the last six (6) years or is pending, and (2) no Claim has been threatened in writing during the last three (3) years, against any Person by any Seller Entity. None of the Enterprise Products or Transferred IP are subject to any outstanding Order restricting or otherwise limiting the use, validity, enforceability, disposition, or exploitation thereof or any right, title, or interest of any Seller Entity with respect thereto.

Section 3.4 Material IP Contracts. Schedule 3.4 of the Seller IPA Disclosure Schedule sets forth a complete and accurate list of all of the following (the Material IP Contracts): (i) Contracts to which any Acquired Company is a party under which (A) a Person grants to an Acquired Company a license to (or covenant not to sue with respect to) Intellectual Property in connection with the Business (the In-bound Licenses) (provided that Seller shall not be required to list Off-the-Shelf Software Licenses and Contracts for Open Source Software), or (B) an Acquired Company grants to any Person a license to (or covenant not to sue with respect to) Intellectual Property (the Out-bound Licenses) (provided that Seller shall not be required to so list non-exclusive licenses granted in the Ordinary Course to a (I) supplier solely for the purposes of, and to the extent necessary for, such supplier to design, manufacture and supply Enterprise Products for any Seller Entity with respect to the Business, and not for the direct benefit of such supplier or any other Person, or (II) customer solely for such customers use of an Enterprise Product), (ii) other than In-Bound Licenses and Out-Bound Licenses set forth in Schedule 3.4(a) or Schedule 3.4(b) of the Seller IPA Disclosure Schedule, material Contracts entered into by any Seller Entity that materially adversely affect any Seller Entities ability to own, use, transfer, license, or enforce any Transferred IP (including any sole or exclusive license grants) or that require payment of royalties with respect to any Transferred IP, and (iii) all Contracts (other than Assumed Contracts set forth on Schedule 1.1(c) of the Acquisition Agreement) entered into by any Seller Entity pursuant to which, as of the Initial Closing Date, any Acquired Company is a licensee or sublicensee of any cross-license to any Patent that claims or is alleged to claim any Wireless Standard or that is a general cross-license to any Patent, excluding any such Contracts that will expire or terminate within six (6) months after the Effective Date.

Section 3.5 Non-Infringement. Except as set forth on Schedule 3.5(a) of the Seller IPA Disclosure Schedule, the operation of the Business as currently conducted does not infringe, misappropriate, or otherwise violate (or constitute any unfair competition or trade practices), and has not, during the past six (6) years with respect to Patents and during the past three (3) years with respect to all other Intellectual Property, infringed, misappropriated, or otherwise violated (or constituted unfair competition or trade practices), of any Intellectual Property of any Person in any material respect; provided that the foregoing representation is limited to the Knowledge of the Seller with respect to any third party Patents to the extent they claim or are alleged to claim Wireless Standards. Except as set forth on Schedule 3.5(b) of the Seller IPA Disclosure Schedule, to the Knowledge of the Seller, no Person is infringing, misappropriating, or otherwise violating, or, within the last three (3) years, has infringed, misappropriated, or otherwise violated, any Transferred IP in any manner material to the Business.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Section 3.6 Employees. All Persons (including current and former employees, contractors, and consultants of any of the Seller Entities) who have conceived, created, invented, modified, improved, or developed any Intellectual Property material to, and used in or necessary for, the operation of the Business, for (or under the direction or supervision of) any Seller Entity (during the course of such employment, engagement, or Contract term therewith, as applicable) have executed and delivered to a Seller Entity, a Contract (i) providing for the non-disclosure by such Person of any trade secrets or other material confidential information of any of the Seller Entities with respect to such Intellectual Property, and (ii) providing for the assignment by way of a present grant of assignment (or, in the case of an independent contractor or consultant of (a) a Seller Entity (other than an Acquired Company), a sublicenseable license, or (b) an Acquired Company, a license) by such Person to a Seller Entity of any such Intellectual Property arising out of such Persons employment by, engagement by, or Contract with such Seller Entity, except where the failure to have such a Contract would not reasonably be expected to have a material adverse effect on the Business; provided, however, that the foregoing representation shall be to the Knowledge of the Seller solely with respect to any such contractor or consultant engaged by, or contracted with, a Seller Entity other than with the involvement or awareness of the Seller Entities Legal and Governmental Affairs group (including any member or representative of and any attorney of any of the Seller Entities). No such Person has made any assertions with respect to any alleged ownership or title to any such Intellectual Property. To the Knowledge of the Seller, no such Person is in violation of any term or condition of any such Contract.

Section 3.7 Software. None of the Seller Entities (i) has delivered, licensed, released, or disclosed to any Person any of the Source Code for any Enterprise Product (other than, in the Ordinary Course to: (1) an employee of a Seller Entity, (2) a contractor or supplier of a Seller Entity solely for the purposes of, and to the extent necessary for, such contractor or supplier to develop, manufacture, and supply Enterprise Products for any Seller Entity, and not for the direct benefit of such contractor or supplier or any other Person, or (3) with respect to Source Code that is not material to the Business, a customer of a Seller Entity with respect to Enterprise Products or to any Person for the purpose of such Persons development of Software that is compatible or interoperates with an Enterprise Product, in each case of clauses (1) through (3), under written Contracts (which include confidentiality, use, and disclosure restrictions) normally used by the applicable Seller Entity to protect its own similar confidential or proprietary information (and in no event less stringent than the terms and conditions of Article V)), except as would not reasonably be expected to have a material effect on the Business, or (ii) is a party to any Contract requiring the deposit of any such Source Code with an escrow agent or escrow service (or other escrow Contract) or requiring the sharing or disclosure of any such Source Code with any Person. With respect to any Open Source Software that is or has been used by a Seller Entity in any way in connection with any Enterprise Product (including any Open Source Software that is Incorporated Into any Enterprise Product by or on behalf of a Seller Entity), the Seller Entities are and have been in compliance in all material respects with all applicable licenses with respect thereto. No Software that is governed by (or has otherwise been licensed or made available to a Seller Entity under) a Reciprocal License has been (a) Incorporated Into any Enterprise Product by or on behalf of a Seller Entity, or (b) distributed or made available to any Person in connection with the Business by any Seller Entity, in each case of clauses (a) and (b), in a manner that would or does require or condition any right to perform the activity described in clause (a) or (b) on any of clauses (i) through (v) of the definition of Reciprocal License (with

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document respect to such Software). The Seller Entities are in possession of any material Source Code owned by any of the Seller Entities (including any such Source Code to any Enterprise Product) that is related to the Business.

Section 3.8 SDOs. Except as set forth on Schedule 3.8(a) of the Seller IPA Disclosure Schedule, no Seller Entity is an SDO Member. To the extent any Seller Entity is an SDO Member, such Person complies and has complied with all applicable rules and terms and conditions of membership (including all related disclosure obligations), and each Seller Entity is and has been, in material compliance with all Laws related to being an SDO Member, in each case, in connection with the Business. Schedule 3.8(b) of the Seller IPA Disclosure Schedule sets forth a complete and accurate list, to the Knowledge of the Seller, of all Transferred IP that constitutes a Patent that is specifically identified in a disclosure to any SDO where such Patent is subject to any rule, term or condition, license, disclosure obligation, commitment, or agreement related to such SDO (together with a description or reference to such rule, term or condition, license, disclosure obligation, commitment, or agreement).

Section 3.9 Intellectual Property Assets. Assuming (i) the receipt of all consents required to assign or transfer any Assumed Contract (or, with respect to those which are not received, the cooperation by Seller pursuant to Section 10.6 of the Acquisition Agreement), (ii) the replication or split and partial assignment of all Non-Assignable Shared Contracts material, individually or in the aggregate, to the Business as contemplated by Section 10.7 of the Acquisition Agreement, and (iii) the acquisition of all regulatory approvals of Governmental Entities required in connection with the authorization, execution and delivery of the Acquisition Agreement and the consummation of the Contemplated Transactions and excluding all (A) with respect to the receipt of administrative or corporate services or benefits (as set forth in Section 1.2(b) of the Acquisition Agreement), Software and other Third-Party Intellectual Property used in connection with such services or benefits provided to the Acquired Companies pursuant to the Transition Services Agreement, (B) rights granted to the Seller Group under the Contracts set forth on Schedule 3.9 of the Seller IPA Disclosure Schedule, (C) Licensed Mobility Patents (as defined in the Mobility Intellectual Property License) and Mobility Technology (as defined in the Mobility Intellectual Property License), in each case to the extent licensed to each member of the Motorola Group (as defined in the Mobility Intellectual Property License) as of the Initial Closing Date pursuant to the Mobility Intellectual Property License, and (D) Intellectual Property (other than Licensed IP) owned by, or licensed from any Person (other than the Seller Entities) to, a supplier of the Seller Entities that is used by such supplier for the purposes of, and to the extent necessary for, such supplier to manufacture and supply Enterprise Products for the Seller Entities with respect to the Business, and (E) Patents to which the Seller Entities are not licensed as of the Effective Date and that claim Wireless Standards,: the Transferred IP and the Licensed IP, taking into account all provisions of this IP Agreement and the other Transaction Agreements, will be sufficient to enable the Purchaser Assignees and Purchaser Licensees to design, develop, manufacture, import, market, distribute, offer for sale, sell, resell, import, export, use, and support the Enterprise Products and perform services in connection therewith immediately following the Initial Closing in all material respects as designed, manufactured, imported, marketed, distributed, offered for sale, sold, imported, exported, used, supported, and provided, as applicable, by the Seller Entities as of the Effective Date; provided that the foregoing shall not be construed as a representation or warranty against third party Intellectual Property infringement claims. The Purchaser Licensees shall have,

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document following the Initial Closing Date, sufficient rights with respect to the Trademarks licensed to the Purchaser Licensees pursuant to Section 2.2(d), to resell after the Initial Closing Date, finished Enterprise Products that are part of the Acquired Assets or Acquired Company Assets and that bear, as of the Initial Closing Date, any of such Trademarks.

Section 3.10 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS IP AGREEMENT OR ANOTHER TRANSACTION AGREEMENT, NEITHER PARTY (NOR ANY MEMBER OF ITS GROUP OR ANY OF ITS AFFILIATES) MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO ANY INTELLECTUAL PROPERTY ASSIGNED OR LICENSED BY ANY OF THEM TO THE OTHER PARTY (OR ANY MEMBER OF THE OTHER PARTYS GROUP OR ANY OF ITS AFFILIATES), IN EACH CASE INCLUDING ITS CONDITION, ITS MERCHANTABILITY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, OR TITLE OR NON- INFRINGEMENT.

Section 3.11 No Other Warranties or Covenants. Without limiting Section 3.11, except as expressly set forth in this IP Agreement or another Transaction Agreement, nothing contained in this IP Agreement shall be construed as: (i) a warranty or representation by any Seller Party or Purchaser Assignee or Acquired Company as to the validity or scope of the Transferred IP or the Licensed IP; (ii) conferring any license or any other right, by implication, estoppel or otherwise, under any Seller IP or Transferred IP, except as expressly granted herein; (iii) imposing on any Seller Party or Purchaser Assignee or Acquired Company any obligation to institute any suit or action for infringement of any Transferred IP or Licensed IP, or to defend any suit or action brought by any Person which challenges or concerns the validity of any Transferred IP or Licensed IP; (iv) a warranty or representation by any Seller Party or Purchaser Assignee or Acquired Company that any manufacture, use, sale, lease or other disposition of products by the Purchaser Licensees or Seller Parties or the use of any Transferred IP or Licensed IP will be free from infringement of any Intellectual Property; or (v) imposing on either party any obligation to file any patent application or to secure any patent or maintain any patent in force.

ARTICLE IV TERM AND TERMINATION

Section 4.1 Term. The term of this IP Agreement shall be from the Effective Date until all of the Intellectual Property licensed hereunder is in the public domain (provided, however, that in such event the representations and warranties in Article III shall survive (and terminate) in accordance with the Acquisition Agreement) or this IP Agreement is terminated pursuant to Section 4.3. This IP Agreement shall not expire or terminate for any other reason (even in the event of a material breach).

Section 4.2 Irrevocability of Licenses. Each of the parties acknowledges and agrees that the licenses granted hereunder (i) are irrevocable and (ii) may not be terminated for any reason (even in the event of a material breach), except that (a) with respect to Licensed IP that constitutes Third-Party Intellectual Property, solely as provided in Section 2.4(a), (b) with respect to a particular Patent licensed under this IP Agreement, the license granted to such Patent shall automatically terminate upon the expiration of the statutory term (including all extensions

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document and renewals) of such Patent, and (c) Seller may terminate the license granted to the Purchaser Licensees pursuant to Section 2.2(c) (and no other provision of this IP Agreement), following the Initial Closing Date and upon prior written notice to Purchaser, in the event Purchaser materially breaches Section 2.2(c) and fails to cure such material breach within one hundred twenty (120) days after Purchasers receipt of written notice from Seller (which such notice shall contain a reasonable description of such material breach and a statement of Sellers intent to terminate the license granted to the Purchaser Licensees pursuant to Section 2.2(c) if such material breach is not cured within such one hundred twenty (120) day period). Nothing herein shall preclude any party from seeking damages or other remedies at law or in equity (other than termination of this IP Agreement or any license to any Intellectual Property granted under this IP Agreement) for any breach hereof.

Section 4.3 Termination of Agreement. This IP Agreement will terminate automatically and without need for further action by either party in the event that the Acquisition Agreement is terminated in accordance with its terms.

Section 4.4 Effect of Termination. Upon termination of this IP Agreement pursuant to Section 4.3, this IP Agreement and the rights and obligations of the parties under this IP Agreement, including any obligation to make any assignment or grant any license hereunder, automatically end without any liability against any party or its Affiliates, except as otherwise provided in the Acquisition Agreement and except that the provisions of this Section 4.4, Article V, Section 6.1, Section 6.2, Section 6.6, Section 6.7, Section 6.8, Section 6.9, Section 6.10, Section 6.11, Section 6.12, and Section 6.13 will remain in force and survive any termination of this IP Agreement.

Section 4.5 Bankruptcy. The parties acknowledge and agree that the licenses granted hereunder are licenses of intellectual property within the meaning of Section 365(n) of the Bankruptcy Code (Section 365(n)), which have been licensed hereunder in a contemporaneous exchange for value. The parties further acknowledge and agree that if the Seller (or any of its Affiliates) or the Purchaser (or any of its Affiliates), as applicable (the Insolvent Party): (i) becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due; (ii) applies for or consents to the appointment of a trustee, receiver or other custodian for it, or makes a general assignment for the benefit of its creditors; (iii) commences, or has commenced against it, any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceedings; or (iv) elects to reject, or a trustee on behalf of it elects to reject, this IP Agreement or any agreement supplementary hereto, pursuant to Section 365 of the Bankruptcy Code (Section 365), or if this IP Agreement or any agreement supplementary hereto is deemed to be rejected pursuant to Section 365 for any reason, this IP Agreement, and any agreement supplementary hereto, shall be governed by Section 365(n) and the other party may elect to fully exercise its rights under this IP Agreement in accordance with Section 365(n). Upon written request from such other party to the Insolvent Party, its applicable Affiliates, or the bankruptcy trustee, of such other partys election to proceed under Section 365(n), such Insolvent Party, its applicable Affiliates, such bankruptcy trustee, or any third party agent shall comply in all respects with Section 365(n), including providing such other party (and its Affiliates) with the Intellectual Property licensed to such other party (and its Affiliates) and not interfering with the rights of such other party (and such Affiliates) as provided in this IP Agreement to obtain access to such Intellectual Property from such Insolvent Party, its applicable Affiliates, the bankruptcy trustee, or any third party agent.

Each party shall (and shall cause the other members of its Group and its Affiliates to) hold the Source Code, trade secrets and other confidential information licensed to any of them under this IP Agreement in confidence, and shall protect the confidentiality thereof using at least the same degree of care that it uses to protect its own similar confidentiality or proprietary information, but in no event using less than a reasonable degree of care. Each party shall not (and shall cause the other members of its Group and its Affiliates not to) (i) disclose any such Source Code, trade secrets, or confidential information to any Person other than to (a) those of its employees who have a need to know, or (b) other third Persons (including customers, suppliers, prospective suppliers, or joint developers), or (ii) use or disclose such Source Code, trade secrets and other confidential information except as necessary to exercise its rights or perform its obligations under this IP Agreement in accordance with any applicable restrictions or obligations with respect thereto, in each case of clauses (i) and (ii), under written Contracts (which include confidentiality, use, and disclosure restrictions) normally used by such party to protect its own similar confidential or proprietary information (and in no event less stringent than the terms and conditions of this Article V). This Article V will not apply to Source Code, trade secrets, or other confidential information of a party or any other member of its Group or any of its Affiliates where the other party can demonstrate such Source Code, trade secrets, or other confidential information (A) is or becomes generally known to the public or enters the public domain, other than as a result of a breach of this IP Agreement by such other party or a member of its Group or its Affiliates, (B) was rightfully disclosed to such other party or a member of its Group or its Affiliates by a third Person provided that such other party or member complies with the restrictions imposed by the third Person, or (C) was developed independently by such other party or member or Affiliate without use of or reference to any information disclosed to any of them by such party. If a party or any of members of its Group or its Affiliates is legally required to disclose any of the other partys Source Code, trade secrets, or other confidential information in connection with any legal proceeding, such party shall promptly notify the other party of the foregoing so that the other party may seek to prevent such disclosure or obtain the entry of a protective order or other appropriate protective device or procedure. The disclosing party shall fully cooperate with and aid such other party in connection with the foregoing. If a protective order or other protective device satisfactory to such other party is not obtained, the disclosing party or its applicable member will disclose only that portion of such Source Code, trade secrets, or other confidential information that is legally required to be disclosed (and will notify the other party of which portions are disclosed). Each party shall take steps reasonable under the circumstances to protect the confidentiality of all Source Code, trade secrets, and other confidential information licensed under this IP Agreement by it or its Affiliates to the other party or a member of its Group or any of its Affiliates.

Section 6.1 Remedies. The sole and exclusive remedy for any breach of this IP Agreement, including the representations and warranties and covenants herein, shall be as set forth in Article 8 of the Acquisition Agreement. The representations and warranties and covenants contained herein shall terminate in accordance with Section 8.4 of the Acquisition Agreement

Section 6.2 Assignment. Neither party may assign (whether by operation of law or otherwise) this IP Agreement, or any of its licenses, rights, privileges or obligations hereunder, without the prior written consent of the other party, and any such attempted assignment shall be void; provided, however, that, following the Initial Closing Date, without any such prior written consent but upon prior written notice to the other party, each party may assign this IP Agreement to: (i) an Affiliate; (ii) a lender for collateral security; (iii) a Person that succeeds to all or substantially all of its business or assets to which this IP Agreement relates in connection with a merger or sale of all or substantially all of its assets to which this IP Agreement relates; or (iv) corporate reorganization of the party in which the ultimate ownership of the party immediately prior to such reorganization is the same as the ultimate ownership of the party immediately after such reorganization. If a Seller Party assigns or transfers any Licensed IP, the Seller shall (or shall cause the applicable Seller Party to) expressly condition such assignment or transfer on the express acknowledgement and agreement of the assignee or transferee that all such Licensed IP is bound by the license grants set forth herein. If Purchaser or a Purchaser Assignee assigns or transfers any Intellectual Property licensed to the Seller Parties pursuant to Section 2.1(c) or Section 2.1(d), the Purchaser shall (or shall cause the applicable Purchaser Assignee to) expressly condition such assignment or transfer on the express acknowledgement and agreement of the assignee or transferee that all such Intellectual Property is bound by such license grants. Notwithstanding anything to the contrary contained in this IP Agreement, Article III may only be assigned by a party (and shall be assigned by a party) together with such partys assignment of the Acquisition Agreement in accordance with the terms and conditions thereof. Subject to the foregoing limitations, this IP Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 6.3 Effect of Merger or Change of Control. Upon a merger or change of control of a party (including, for purposes of this Section 6.3, with respect to Purchaser any Purchaser Licensee and with respect to Seller any Seller Party) (a Change of Control Event) with or to a Person (other than a Person that is a then-current Affiliate of such party) (the Buyer), the license rights granted under Article II to such party shall not extend to the Buyer or any of its Affiliates existing immediately prior to the Change of Control Event or any of its or their past, current, or future products, systems or services. If as a result of the Change of Control Event such party remains a separate, independent legal entity (or is merged into another Person, where such Person was formed or created for the purpose of the Change of Control Event or where such Person is a then-current Affiliate of such party), then the license rights granted to such party under Article II shall continue in full force and effect. If as a result of the Change of Control Event such party is merged into the Buyer (other than if the Buyer is formed or created for the purpose of the Change of Control Event) or another Person (other than if such Person is formed or created for the purpose of the Change of Control Event or if such Person is a then-

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document current Affiliate of such party) or otherwise does not remain a separate, independent legal entity (except if such party is merged into another Person, where such Person was formed or created for the purpose of the Change of Control Event or where such Person is a then-current Affiliate of such party), then (i) the license rights granted to such party under Article II shall be limited to the operation of the business and the products, systems, and services (including Smart Sensing Network Equipment and Public Safety LTE Smartphone Devices, as applicable) of such party existing as of the effective date of the Change of Control Event and Derivative Works and natural evolutions thereof (but, in all cases, with respect to such license rights, subject to Section 2.1(e) or Section 2.2(e), as applicable), and (ii) no rights or licenses granted to such party under Article II may be extended to the Buyer or any of its Affiliates existing immediately prior to the Change of Control Event in connection with any of its or their past, current, or future products, systems or services.

Section 6.4 Acquisitions. If either party acquires a business or a Person that conducts a business covering any of the same products, systems, or services as those covered by any license granted under Article II to such acquiring party (a Future Acquisition) (whether in an asset or equity transaction), any such license shall be deemed to apply to such same products, systems, and services (but no other products, systems or services) of such acquired business or Person; provided, that all Patents acquired in connection with such Future Acquisition are licensed to the non-acquiring party and, in the case of Seller, the Seller Parties or, in the case of Purchaser, the Purchaser Licensees, pursuant to the terms and conditions of this IP Agreement. In such event, any such acquired Person shall be deemed a Seller Party or a Purchaser Licensee hereunder, as the case may be.

Section 6.5 Further Assurances. Each of the parties agrees that from time to time, at the reasonable request and expense of the other party, it shall execute and deliver such other documents and take such other actions as the other party may reasonably request to effectuate the transactions contemplated by this IP Agreement (including any short form documentation evidencing the licenses granted by any Seller Party hereunder or other documentation to perfect or record the rights granted hereunder in the Transferred IP or Licensed IP in any jurisdiction throughout the world). The Seller acknowledges and agrees (including on behalf of the other Seller Parties) that the Purchaser or any of its Affiliates may record and perfect this IP Agreement or such documentation in any jurisdiction throughout the world, and the Seller shall (and shall cause the other Seller Parties to) cooperate therewith, at the Purchasers expense. The Purchaser hereby requests, and the Seller hereby grants (and shall cause the other Seller Parties to grant) to the Purchaser and its Affiliates, all rights necessary to record this IP Agreement or such documentation with the United States Patent and Trademark Office, the United States Copyright Office, and any equivalent office or agency in any jurisdiction in the world. Seller shall (and shall cause the other Seller Parties) to, between the Effective Date and the Initial Closing Date, cooperate with the Purchaser in connection with the Purchasers preparation for acquiring the Business, including (i) by reasonably sharing information to prevent any loss of any of the Seller Entities rights to any Intellectual Property constituting Transferred IP or Licensed IP, and (ii) facilitating between the parties and their respective Affiliates communication and sharing of information related to this IP Agreement.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Section 6.6 Governing Law; Forum. (a) The Laws of the State of Delaware (without reference to its principles of conflicts of law) shall govern the construction, interpretation and other matters arising out of or in connection with this IP Agreement and its schedules (whether arising in contract, tort, equity or otherwise). (b) Except with respect to (i) the result arising out of the escalation referenced in Section 2.1(b)(iii)(B) and (ii) the result of the escalation referenced in Section 2.1(b)(iii)(F) and any arbitration pursuant to Section 2.1(b)(iii)(F) (other than to enforce any arbitral judgment), the parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware over any Dispute arising out of or relating to this IP Agreements or any agreement or instrument contemplated thereby or entered into in connection herewith or therewith or any of the transactions contemplated hereby or thereby. Each party hereby irrevocably agrees that all claims in respect of such Dispute or proceeding will be heard and determined in such courts (and the courts hearing appeals from such courts). The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such Dispute brought in such court or any defense of inconvenient forum in connection therewith. TO THE EXTENT PERMITTED BY APPLICABLE LAW THEN IN EFFECT, EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM WHETHER BASED ON CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR RELATING TO THIS IP AGREEMENT OR THE ACTION OF ANY OF THE PARTIES THERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

Section 6.7 Severability. If any term or provision of this IP Agreement is determined to be invalid, illegal or unenforceable, the remaining terms and provisions of this IP Agreement remain in full force, if the essential terms and conditions of this IP Agreement for each party remain valid, binding and enforceable. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto will negotiate in good faith to modify this IP Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 6.8 Entire Agreement; Conflicting Provisions. This IP Agreement, together with the other Transaction Agreements and any side letters executed by the parties in connection therewith, and all of the exhibits and schedules appended hereto and thereto, constitute the final, complete and exclusive statement of the parties agreement on the matters contained herein and therein. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this IP Agreement and the other Transaction Agreements are superseded by this IP Agreement and the other Transaction Agreements, including, but subject to Section 5.5(b) of the Acquisition Agreement, the NDA. In the event of any conflict between any specific provision of this IP Agreement (including Article V) and the provisions of the Acquisition Agreement with respect to the subject matter hereof, the provisions of this IP Agreement will control.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Section 6.9 Counterparts. The parties may execute this IP Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This IP Agreement is effective upon delivery of one executed counterpart from each party to the other party. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission which includes a copy of the sending partys signature(s) is as effective as signing and delivering the counterpart in person.

Section 6.10 Amendment. The parties may amend this IP Agreement only by a written agreement signed by the parties and that identifies itself as an amendment to this IP Agreement.

Section 6.11 Waiver. The parties may waive a provision of this IP Agreement only by a writing signed by the party against whom enforcement of the waiver is sought. A party is not prevented from enforcing any right, remedy or condition in the partys favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a partys rights and remedies in this Agreement is not intended to be exclusive, and a partys rights and remedies are intended to be cumulative to the extent permitted by Law and include any rights and remedies authorized in Law or in equity.

Section 6.12 Notices. Each party giving any notice required or permitted under this IP Agreement will give the notice in writing, and shall be deemed to have been duly given: (i) when received if delivered personally; (ii) when transmitted if sent by facsimile (with transmission confirmed); (iii) the day after it is sent if sent by commercial overnight courier; (iv) upon receipt if sent by certified or registered mail (return receipt requested); or (v) when transmitted if sent by email (with receipt confirmed by recipient). Notice to a party is effective for purposes of this Agreement only if given as provided in this Section 6.12 at the address of which the sending party has been notified in accordance with this Section 6.12.

If to the Seller: Motorola Solutions, Inc. 1303 E. Algonquin Road Schaumburg, Illinois 60196 Facsimile: +847.576.4688 Email: [email protected] Attention: Michael Annes, Senior Vice President, Business Development and Ventures

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document With copies to: Motorola Solutions, Inc. 1303 E. Algonquin Road Schaumburg, Illinois 60196 Facsimile: +847.576.4688 Email: [email protected] Attention: Mark Hacker, General Counsel

Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 United States of America Facsimile: +1.312.558.5700 Email: [email protected] [email protected] Attention: Matthew D. Costigan Oscar A. David

If to the Purchaser: Zebra Technologies Corporation 475 Half Day Road Suite 500 Lincolnshire, IL 60069 Facsimile: (847) 821-1492 Email: [email protected] Attention: Jim Kaput, General Counsel

With a copy to: Kirkland & Ellis LLP 300 N. LaSalle Street Chicago, Illinois 60654 Facsimile: +1.312.862.2200 Email: [email protected] [email protected] Attention: R. Henry Kleeman R. Scott Falk, P.C.

Section 6.13 No Joint Venture. Nothing in this IP Agreement creates a joint venture or partnership between the parties. This IP Agreement does not authorize any party (i) to bind or commit, or to act as an agent, employee or legal representative of, another party, except as may be specifically set forth in other provisions of this Agreement, or (ii) to have the power to control the activities and operations of another party. The parties are independent contractors with respect to each other under this IP Agreement. Each party agrees not to hold itself out as having any authority or relationship contrary to this Section 6.13.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties have duly executed and delivered this Intellectual Property Agreement on the date first written above.

MOTOROLA SOLUTIONS, INC.

By: /s/ Anders Gustafsson Name: Anders Gustafsson Title: Chief Executive Officer

ZEBRA TECHNOLOGIES CORPORATION By: /s/ Michael Annes Name: Michael Annes Title: Senior Vice President

SIGNATURE VERSION PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT

EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT (this Agreement) is entered into as of April 14, 2014 (the Effective Date), by and between Motorola Solutions, Inc., a Delaware corporation (the Seller), and Zebra Technologies Corporation, a Delaware corporation (the Purchaser). Capitalized terms used in this Agreement but not otherwise defined herein have the meanings ascribed thereto in the Acquisition Agreement (as defined herein).

RECITALS

WHEREAS, the Seller, directly and through certain of its Affiliates, is engaged in the Business; WHEREAS, the Seller desires to sell and transfer to the Purchaser, and the Purchaser desires to acquire from the Seller, the Business, and in furtherance thereof, at each applicable Closing, the Seller will sell and assign, and will cause the other members of the Seller Group to sell and assign, to the Purchaser, directly and through certain of its Affiliates, and the Purchaser will purchase and assume, and will cause the other members of the Purchaser Group to purchase and assume, from the Seller Group, certain of the assets and liabilities of the Business, including all of the capital stock of the Acquired Companies, all on the terms and conditions set forth in that certain Master Acquisition Agreement of even date herewith (the Acquisition Agreement); and

WHEREAS, at each applicable Closing, certain employees of the Seller and certain of its Affiliates designated herein (other than the Acquired Companies) will be offered employment or employed by the Purchaser and/or certain of its Affiliates according to terms set forth herein, and employees of the Acquired Companies will remain employees of such Acquired Companies, and the parties desire to memorialize their respective agreements with respect thereto as further set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing recitals, the mutual representations, warranties and covenants set forth in this Agreement and the other Transaction Agreements, and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

ARTICLE 1 DEFINITIONS For the purposes of this Agreement, the following definitions apply: 1.1 Acquired Company Plan means an Employee Benefit Plan that is sponsored and maintained by an Acquired Company. Seller will provide as Schedule I a list of Acquired

EMPLOYEE MATTERS AGREEMENT

Company Plans, other than plans that involve participation that is required by applicable Law in government benefit schemes. A draft of Schedule I shall be provided by the Seller on the Effective Date listing the material Acquired Company Plans that are sponsored and maintained by Acquired Companies that employ thirty (30) or more Non-U.S. Employees. A final version of Schedule I shall be provided within thirty (30) days after the Effective Date. The Seller agrees to provide prompt notice to the Purchaser if any Employee Benefit Plan not identified on Schedule I will become an Acquired Company Plan between the Effective Date and the Initial Closing Date.

1.2 Assumed Employment Liabilities means the following Liabilities of the Seller or any of its Affiliates which will be assumed by the Purchaser pursuant to the Acquisition Agreement: (a) other than the Excluded Incentive and Sales Plans Liabilities, all employment, benefits, and contractor Liabilities of the Acquired Companies; and (b) the following Liabilities of the Seller and its Affiliates other than the Acquired Companies: (i) all Liabilities relating to the employment of any Transferred Employee in respect of services performed on or after the applicable Purchaser Employment Date; (ii) all Liabilities relating to the U.S. Employees and Non-U.S. Employees, regardless of whether such person becomes a Transferred Employee, arising out of any violations of Law by the Purchaser or its Affiliates in connection with the Contemplated Transactions; (iii) all Liabilities relating to the termination of employment of any U.S. Employees by the Seller or any of its Affiliates that are incurred as a result of the Purchaser or its Affiliates providing such U.S. Employees offers of employment that do not comply with Sections 2.1 and 2.2; (iv) all Liabilities relating to the termination of employment of any Non-U.S. Employees by the Seller or any of its Affiliates that are incurred as a result of the Purchaser or its Affiliates providing such Non-U.S. Employees offers of employment that do not comply with Section 3.1(a) and 3.2(a); (v) fifty percent (50%) of all severance Liabilities that are incurred in connection with the termination of any Non-U.S. Employees as part of the Contemplated Transactions who, notwithstanding the compliance of Purchaser and its Affiliates with Sections 3.1(a) and 3.2(a) of this Agreement, (A) have a right as a matter of Law to payment of severance in connection with the transfer of their employment to the Purchaser or its applicable Affiliate or (B) in exercise of a legal right, object or refuse to consent to their transfer to the Purchaser or its Affiliates; (vi) fifty percent (50%) of all Liabilities (including, but not limited to, any severance Liabilities) relating to the termination of service of any Contractor by the

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Seller or any of its Affiliates that are incurred as a result of the actions contemplated by Section 5.2 below; (vii) all Liabilities relating to, or arising from, the provision of services by any Contractor whose engagement is transitioned to the Purchaser or any of its Affiliates pursuant to Section 5.2 below, for the period on or following the date of such transition (except to the extent arising from any material breach by the Seller of this Agreement relating to the provision of services by or transition of Contractors to the Purchaser or any of its Affiliates); (viii) all Liabilities arising out of the failure of the Purchaser or its Affiliates, (A) in violation of the Purchasers or its Affiliates obligations under applicable Law, if any, to inform or consult any Purchaser Non-U.S. Employees, any Non-U.S. Employees, any Governmental Entity, or any employee representatives, or (B) to provide timely and accurate information in response to a specific request by any Affiliate of the Seller that is needed to inform or consult any Non-U.S. Employees, any Governmental Entity, or any employee representatives if such failure by the Purchaser or its Affiliates causes any Affiliate of Seller to violate its obligations under applicable Law; (ix) all Liabilities imposed by a Governmental Entity and/or under applicable Law arising out of any difference between the terms and conditions of employment applicable to an In-Scope Employee immediately prior to the applicable Purchaser Employment Date and those applicable to that In-Scope Employee on and after the applicable Purchaser Employment Date; (x) all Liabilities arising out of the Purchasers failure to comply with Section 3.6 hereof; (xi) all Liabilities relating to any cash incentive compensation payable to any Transferred Employee in respect of services performed on or after the applicable Purchaser Employment Date; (xii) all Liabilities for retention payments under the agreements with Transferred Employees that are identified on Schedule J as of the Effective Date and payable after the Purchaser Employment Date; (xiii) any Liabilities transferring by Law, including but not limited to, Liabilities under certain pension and savings plans in Germany relating to Transferred Employees that are required under applicable Law to transfer to Purchaser or its Affiliates; and (xiv) any other Liabilities for which the Purchaser is responsible pursuant to the terms of this Agreement.

1.3 Cause means, as determined by the Purchaser, termination of a Transferred Employees employment with the Purchaser and its Affiliates because of the Transferred Employees: (a) material breach of an agreement to which the Transferred Employee and the Purchaser or one of its Affiliates are parties, as determined by the Purchaser in good faith; (b) a

3 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT material violation of a policy of the Purchaser or any of its Affiliates, regardless of whether within or outside of his or her authority; (c) willful or intentional misconduct, gross negligence, or dishonest, fraudulent, or unethical behavior, or other conduct involving serious moral turpitude, in the performance of the Transferred Employees duties; (d) dishonesty, theft or conviction of any crime or offense involving money or property of the Purchaser or any of its Affiliates; (e) breach of any fiduciary duty owing to the Purchaser or any of its Affiliates; (f) unauthorized disclosure or dissemination of confidential information; or (g) conduct that is, or could reasonably be expected to be, materially harmful to the Purchaser or any of its Affiliates, as determined by the Purchaser in good faith.

1.4 Continuation Period means with respect to each Transferred Employee, the period beginning on the Transferred Employees applicable Purchaser Employment Date and continuing until the one-year anniversary of such date or, if earlier, the date such Transferred Employees employment terminates with the Purchaser, Acquired Company or any of their Affiliates.

1.5 Contractor means a non-employee individual who is providing services exclusively to the Business pursuant to a written agreement between such individual (or such individuals employer) and Seller or one of its Affiliates at a location of the Seller or one of its Affiliates (including the Acquired Companies) at a customer location or at a customer-designated location. The written agreements that set forth the terms and conditions of the Contractors service to the Business are identified on Schedule K. The Seller agrees that it will provide to the Purchaser an initial draft of Schedule K prior to the Effective Date and will provide a finalized version as of the Effective Date within thirty (30) days after the Effective Date.

1.6 Controlled Group Member means, as to the Seller or the Purchaser or any of their respective Subsidiaries, any other entity which either is part of a controlled group of corporations which includes that party or is a trade or business under common control with that party, as defined in Sections 414(b) and (c) of the Code.

1.7 Effective Date means the date of this Agreement.

1.8 Eligible Inactive Employee means each U.S. Employee and Non-U.S. Employee on an approved leave of absence who has a right to job reinstatement as a matter of Law or pursuant to the policies of the Seller or its Affiliates (including the Acquired Companies); provided, however, that a Non-U.S. Employee will not be designated an Eligible Inactive Employee unless applicable Law prohibits transferring his or her employment to the Purchaser or one of its Affiliates until such Non-U.S. Employees return to work. Eligible Inactive Employees shall be identified as such on Schedules A and B hereto.

1.9 Employee Benefit Plan means the following: (a) any plan, fund or program which provides health, medical, surgical, hospital or dental care or other welfare benefits, or benefits in the even of sickness, accident or disability, or death benefits, apprenticeship or other training programs, or day care centers, scholarship funds, or prepaid legal services;

4 EMPLOYEE MATTERS AGREEMENT

(b) any plan, fund, or program which provides retirement income to employees or which allows for or results in a deferral of income by employees for periods extending to the termination of covered employment or beyond; (c) any plan, fund or program which provides severance, unemployment, vacation or fringe benefits (including dependent and health care flexible spending accounts); (d) any incentive compensation plan, commission plan, deferred compensation plan, stock option or stock-based incentive or compensation plan, or stock purchase plan; (e) any other employee pension benefit plan (as defined in Section 3(2) of ERISA) and any other employee welfare benefit plan (as defined in Section 3(1) of ERISA), whether or not subject to ERISA; or (f) any other material written or oral plan, agreement or arrangement involving direct or indirect compensation or benefits including, without limitation, insurance coverage, severance benefits, disability benefits, fringe benefits, pension or retirement plans, profit sharing, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

1.10 ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

1.11 Excluded Employment Liabilities means, except to the extent constituting Assumed Employment Liabilities, all Liabilities relating to the subject matters covered by this Agreement which will be retained by the Seller Group pursuant to the Acquisition Agreement, including the following Liabilities: (a) the Excluded Incentive and Sales Plan Liabilities of the Acquired Companies; and (b) the following Liabilities of the Seller and its Affiliates other than the Acquired Companies: (i) all Liabilities relating to the employment of any Person who is not an In-Scope Employee; (ii) all Liabilities relating to the employment of any In-Scope Employee prior to the applicable Purchaser Employment Date (if any) for such In-Scope Employee or the engagement of and provision of services by any Contractor prior to the date such Contractor is transitioned to the Purchaser or its Affiliates (if transitioned); (iii) all Liabilities relating to, or arising from, any violations of Law by the Seller or its Affiliates in connection with the employment or termination of employment or engagement or termination of engagement by the Seller or any of its Affiliates of any Person, including any In-Scope Employee, Eligible Inactive Employee or Contractor;

5 EMPLOYEE MATTERS AGREEMENT

(iv) all Liabilities relating to, or arising from, any U.S. Employee or Non-U.S. Employee who is an Eligible Inactive Employee and who does not become a Transferred Employee; (v) fifty percent (50%) of all severance Liabilities that are incurred in connection with the termination of any Non-U.S. Employees as part of the Contemplated Transactions who, notwithstanding the compliance of Purchaser and its Affiliates with Sections 3.1(a) and 3.2(a) of this Agreement, (A) have a right as a matter of Law to payment of severance or termination benefits in connection with the transfer of their employment to the Purchaser or its applicable Affiliate, or (B) in exercise of a legal right, object or refuse to consent to their transfer to the Purchaser or its Affiliates; (vi) fifty percent (50%) of all Liabilities (including, but not limited to, any severance Liabilities) relating to the termination of service of any Contractor by the Seller or any of its Affiliates that are incurred as a result of the actions contemplated by Section 5.2 below; (vii) all Liabilities relating to or arising under or in connection with any Equity Award, Seller U.S. Plan, any Seller Non-U.S. Plan and any other benefit or compensation plan, program, agreement or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by the Seller, any of its Controlled Group Members, or any of their Affiliates; (viii) all Liabilities relating to any cash incentive compensation payable to any Transferred Employee in respect of services performed prior to the applicable Purchaser Employment Date, including, but not limited to, the Excluded Incentive and Sales Plan Liabilities; (ix) the prorated portion of the Statutory Bonus Payments as set forth in Section 3.5 and any other Liabilities for which the Seller or any of its Affiliates is responsible pursuant to the terms of this Agreement; and (x) any other Liabilities relating to the employment or termination of employment of any Person that are not specifically assumed by the Purchaser or its Affiliates under the terms of this Agreement.

1.12 Excluded Incentive and Sales Plan Liabilities means Liabilities (as set forth in Section 4.1) under the Motorola Solutions Annual Incentive Plan, the Motorola Solutions Long Range Incentive Plan, and the Motorola Solutions Sales Incentive Plan (the Seller Incentive and Sales Plans) payable or which becomes payable in accordance with the terms of such plans to any Transferred Employee in respect of services performed prior to the applicable Purchaser Employment Date and as set forth in Section 4.1.

1.13 In-Scope Employees means the U.S. Employees and the Non-U.S. Employees.

1.14 Internal Revenue Service means the United States Internal Revenue Service.

6 EMPLOYEE MATTERS AGREEMENT

1.15 Non-U.S. Employee means each employee of an Acquired Company on a non-U.S. payroll and each employee of the Seller or of any of its Affiliates (other than an Acquired Company) on a non-U.S. payroll who is employed in or primarily assigned to the Business and who is listed on Schedule B hereto, an initial version of which shall have been provided by the Seller to the Purchaser prior to the Effective Date and the final version of which shall be provided within ten (10) days after the applicable Purchaser Employment Date. The Seller agrees that it will provide to the Purchaser updated draft versions of Schedule B from time to time (but no less frequently than once per month) between the Effective Date and the applicable Purchaser Employment Date. At the same time that it provides initial or subsequent drafts of Schedule B hereto, the Seller will provide Purchaser with information about the base pay or salary of each individual identified on the schedule.

1.16 Non-U.S. Transferred Employee means each Non-U.S. Employee who is an employee of an Acquired Company on a non- U.S. payroll on the relevant Closing Date for that Acquired Company and each other Non-U.S. Employee who accepts an offer of employment from, or otherwise by the operation of Law becomes an employee of, the Purchaser or an Affiliate of the Purchaser, as contemplated by Section 3.1 hereof and whose employment does not terminate prior to the date that would have been such Non-U.S. Employees Purchaser Employment Date. Each Non-U.S. Transferred Employee will be listed on Schedule D hereto, completed by the Purchaser as soon as reasonably practicable after each applicable Purchaser Employment Date but in any event no later than thirty (30) days after such date.

1.17 Purchaser Employment Date means (a) for each U.S. Employee (other than an employee of an Acquired Company), the date on which such U.S. Employee becomes a U.S. Hired Employee in accordance with Section 2.1 hereof, (b) for each Non-U.S. Employee (other than an employee of an Acquired Company), the date on which such Non-U.S. Employee in a particular country will become a Non-U.S. Transferred Employee in accordance with Section 3.1 hereof, or (c) for each Contractor, the date on which such Contractor commences providing services to the Purchaser (or any of its Affiliates) in accordance with Section 5.2 hereof. Unless otherwise agreed in writing by the parties, the Purchaser Employment Date for each of the foregoing shall be the day immediately following the applicable Closing Date. For the avoidance of doubt, the Purchaser Employment Date for each U.S. Employee, Non- U.S. Employee and Contractor of an Acquired Company will be the applicable Closing Date with respect to the transfer of such Acquired Company.

1.18 Purchaser Non-U.S. Employee means any employee of the Purchaser or of an Affiliate of the Purchaser on a non-U.S. payroll other than a Non-U.S. Transferred Employee.

1.19 Purchaser Non-U.S. Plans means the Purchasers or its Affiliates Employee Benefit Plans under which any of the Non- U.S. Transferred Employees may be eligible to participate following the applicable Purchaser Employment Date in accordance with Section 3.2, which are set forth and identified as such on Schedule H hereto. The Purchaser will prepare and provide to the Seller an initial version of Schedule H within sixty (60) days after the Effective Date, and a finalized version thereof no later than thirty (30) days prior to the applicable Purchaser Employment Date.

7 EMPLOYEE MATTERS AGREEMENT

1.20 Purchaser U.S. Employee means any employee of the Purchaser on a U.S. payroll other than a U.S. Hired Employee.

1.21 Purchaser U.S. Plans means the Purchasers Employee Benefit Plans under which any of the U.S. Hired Employees may be eligible to participate following the applicable Purchaser Employment Date in accordance with Section 2.2, which are set forth and identified as such on Schedule G hereto. The Purchaser will prepare and provide to the Seller an initial version of Schedule G as of the Effective Date, and an updated version thereof no later than sixty (60) days after the Effective Date.

1.22 Seller Non-U.S. Plans means the Employee Benefit Plans of the Seller or of its Affiliates (other than any Acquired Company Plans) (a) in which any of the Non-U.S. Transferred Employees have been eligible to participate as of the date Schedule F is provided as described below or (b) with respect to which any of the Non-U.S. Transferred Employees constituted an employee group covered thereunder as of such date even if not yet participating thereunder until completion of all applicable eligibility requirements. Such plans will be set forth and identified on Schedule F hereto. The Seller will prepare and provide to the Purchaser an initial version of Schedule F as of the Effective Date, and an updated version thereof no later than forty-five (45) days before the applicable Purchaser Employment Date (or such earlier date as may be required in order for the Purchaser or its Affiliates to make an offer of employment to any of the employees listed on Schedule B in accordance with Section 3.2(a)).

1.23 Seller U.S. Plans means the Employee Benefit Plans of the Seller or any of its Affiliates (other than any Acquired Company Plans) (a) in which any of the U.S. Hired Employees have been eligible to participate as of the date Schedule E is provided as described below or (b) with respect to which any of the U.S. Hired Employees constituted an employee group covered thereunder as of such date even if not yet participating thereunder until completion of all applicable eligibility requirements. Such plans will be set forth and identified as such on Schedule E hereto. The Seller will prepare and provide to the Purchaser an initial version of Schedule E as of the Effective Date, and an updated version thereof no later than forty-five (45) days before the applicable Purchaser Employment Date (or such earlier date as may be required in order for the Purchaser or its Affiliates to make an offer of employment to any of the employees listed on Schedule A in accordance with Section 2.2).

1.24 Statutory Bonus Payments means cash bonus-type payments that are required by applicable Law to be paid to Non-U.S. Transferred Employees in the course of their employment (as well as any policy-based enhancements to such payments) and include, but are not limited to, Christmas bonuses, 13th month payment bonuses, vacation premium payments, savings fund distributions, profits sharing distributions, and similar payments.

1.25 Transferred Employees means the U.S. Hired Employees and the Non-U.S. Transferred Employees.

1.26 U.S. Employee means each employee of an Acquired Company on a U.S. payroll and each employee of the Seller or an Affiliate of the Seller (other than an Acquired Company) on a U.S. payroll who is employed in or primarily assigned to the Business and who is listed on Schedule A hereto, an initial version of which shall have been provided by the Seller

8 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT to the Purchaser prior to the Effective Date and the final version of which shall be provided within ten (10) days after the applicable Purchaser Employment Date. The Seller agrees that it will provide to the Purchaser updated draft versions of Schedule A from time to time (but no less frequently than once per month) between the Effective Date and the applicable Purchaser Employment Date. At the same time that it provides initial or subsequent drafts of Schedule A hereto, the Seller will provide Purchaser with information about the base pay or salary of each individual identified on the schedule. 1.27 U.S. Hired Employee means each U.S. Employee who is an employee of an Acquired Company on a U.S. payroll and each other U.S. Employee who accepts an offer of employment extended by the Purchaser or an Affiliate of the Purchaser as provided in Section 2.1 hereof and whose employment does not terminate prior to the date that would have been such U.S. Employees Purchaser Employment Date. Each U.S. Hired Employee will be listed on Schedule C hereto to be completed by the Purchaser as soon as reasonably practicable after each applicable Purchaser Employment Date but in any event no later than thirty (30) days after such date.

ARTICLE 2 U.S. HIRED EMPLOYEE MATTERS

2.1 U.S. Hired Employees. (a) Within forty-five (45) days following the Effective Date (or as the parties may otherwise agree) (the Offer Deadline), the Purchaser will extend a written offer of employment to each U.S. Employee (other than any Eligible Inactive Employee and any employee of an Acquired Company) who is employed as of the date such offer is extended. Effective as of the Purchaser Employment Date, the Purchaser will hire each such U.S. Employee who timely accepts the offer of employment extended by the Purchaser. An offer of employment extended by the Purchaser or its Affiliates to a U.S. Employee in accordance with the foregoing provisions of this Section 2.1 will be for a position with job duties substantially similar to the job duties of the position held by such U.S. Employee immediately prior to the Initial Closing Date. The offers extended by the Purchaser to a U.S. Employee will comply with the other sections of this Article 2 (including, but not limited to, Sections 2.2 and 2.5). For the avoidance of doubt, any U.S. Employees of an Acquired Company will remain employees of such Acquired Company as of the Purchaser Employment Date. (b) If any Eligible Inactive Employee (other than any employee of an Acquired Company) on a U.S. payroll becomes eligible to return to active work status within 180 days after the Initial Closing Date (or such later time to the extent required by applicable Law), and at a time when he or she would be entitled to reemployment under either applicable Law or the Sellers policies and procedures in existence immediately prior to the Initial Closing Date as disclosed on Schedule E hereto, the Purchaser will extend an offer of employment as described in Section 2.1(a) hereof to such person within three (3) Business Days after the Purchasers first being notified in writing by the Eligible Inactive Employee, or the Seller on his/her behalf, of such persons becoming eligible to work, and any such person who accepts such an offer will be treated as a U.S. Hired Employee as of his or her date of hire by the Purchaser (which date of hire will be specified in the written offer from the Purchaser to the Eligible Inactive Employee

9 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT and which date of hire will be substituted for the Purchaser Employment Date as to that U.S. Hired Employee for all purposes of this Agreement). An Eligible Inactive Employee who is offered employment by the Purchaser under this Section 2.1(b) will be entitled to a position with job duties substantially similar to the job duties of the position held by the Eligible Inactive Employee immediately prior to the Effective Date (but taking into account any material changes to such position or its job duties made in the Ordinary Course prior to the Purchaser Employment Date) or with such different job duties as required by applicable Law, unless neither applicable Law, nor the Sellers policies and procedures disclosed on Schedule E, respectively, would require or have entitled the Eligible Inactive Employee to a position with substantially similar (or any different) job duties upon return from leave. Notwithstanding the foregoing, the Seller agrees that any current or former employee of the Business (including any U.S. Employee but not including any employee of an Acquired Company) who (i) as of the applicable Closing Date is receiving or entitled to receive short-term disability benefits and who subsequently becomes eligible to receive long-term disability benefits without returning to work, or (ii) as of the applicable Closing Date is receiving or entitled to receive long-term disability benefits, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Seller U.S. Plan that provides disability benefits until such employee is no longer disabled or such benefits cease under the applicable plan. (c) Notwithstanding the foregoing, and except as may be otherwise agreed to in writing between the parties or prohibited by applicable Law, for a period of one year following the Initial Closing Date, neither party nor any of their Affiliates will employ (or engage as an independent contractor or consultant) (i) any U.S. Employee who refuses the offer of employment extended by the Purchaser pursuant to this Section 2.1, or (ii) any person who would have been a U.S. Employee had his or her employment with the Seller or one of its Affiliates (including the Acquired Companies) not terminated between the Effective Date and the Purchaser Employment Date. (d) The Seller and its Affiliates shall not, without the advance written consent of the Purchaser, (i) during the period commencing on the Initial Closing Date and ending on the first anniversary thereof, either directly or indirectly solicit for employment or hire any U.S. Employee, (ii) during the period commencing on the Effective Date and ending on the Initial Closing Date, either directly or indirectly solicit any U.S. Employee for continued or alternative employment with the Seller or any of its Affiliates following the Initial Closing Date, or (iii) during the period commencing on the Effective Date and ending on the first anniversary of the Initial Closing Date, either directly or indirectly solicit for employment or hire any of the Purchasers employees with whom the Seller and its Representatives had direct contact with or was made aware of in connection with the negotiation of the Contemplated Transactions, unless the employment of such U.S. Employee or other employee is involuntarily terminated by the Purchaser or its Affiliates without Cause prior to such action by the Seller or any of its Affiliates; provided, however, that nothing in this Section 2.1(d) shall prevent the Seller or any of its Affiliates from (i) hiring any such employee who responds to an advertisement or general solicitation (including through recruiting firms or similar engagements) that is not specifically targeted at such employee or at employees of the Purchaser and its Affiliates generally or (ii) making any such general solicitation.

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(e) During the period commencing on the Effective Date and ending on the first anniversary of the Initial Closing Date, the Purchaser and its Affiliates shall not, without the advance written consent of the Seller, either directly or indirectly solicit for employment or hire (i) any employee of the Seller with a title of Vice President or higher, (ii) any employee of Seller or any of its Affiliates with whom the Purchaser or its Representatives had direct contact with or was made aware of in connection with the negotiation of the Contemplated Transactions (other than a U.S. Employee), unless the employment of such Seller employee is involuntarily terminated by the Seller or any of its Affiliates without Cause prior to such action by the Purchaser or its Affiliates; provided, however, that nothing in this Section 2.1(e) shall prevent the Purchaser or its Affiliates from (i) hiring any such employee who responds to an advertisement or general solicitation (including through recruiting firms or similar engagements) that is not specifically targeted at such employee or at employees of the Seller and its Affiliates generally or (ii) making any such general solicitation. (f) If any U.S. Hired Employee is hired by any Affiliate of the Purchaser, then that Affiliate will be bound by (and the Purchaser will cause that Affiliate to honor) all of the provisions of this Agreement that would have applied to the Purchaser with respect to that U.S. Hired Employee.

2.2 Compensation and Benefits. The Purchaser or any of its Affiliates will provide to each U.S. Hired Employee (or cause the Acquired Companies to provide to each U.S. Hired Employee) as follows: (a) for the Continuation Period, compensation at a base wage or base salary rate (including the impact of any Ordinary Course promotion approved by the Seller and disclosed to the Purchaser prior to the Purchaser Employment Date), and any applicable variable pay rate (e.g., shift differential pay), which will not be less than the base wage or base salary rate and any applicable variable pay rate provided to the U.S. Hired Employee by the Seller or Acquired Company immediately prior to the applicable Purchaser Employment Date (the Seller U.S. Compensation Level); (b) during the period beginning on the applicable Purchaser Employment Date and ending the last day of the 2015 calendar year (or, if longer, the Continuation Period), with target annual and long-term incentive opportunities or other additional compensation opportunities substantially comparable in the aggregate to the target annual and long-term incentive opportunities or other compensation opportunities for which the U.S. Hired Employee was eligible immediately prior to the applicable Purchaser Employment Date; (c) during the period beginning on the applicable Purchaser Employment Date and ending on the last day of the month in 2015 when the Purchaser grants annual equity awards to participants in the Zebra Technologies Corporation 2011 Long-Term Incentive Plan (or such other Employee Benefit Plan maintained by the Purchaser or its Affiliates under which equity awards may be granted), with equity awards or cash compensation (or a combination thereof) that are of equivalent value to the unvested equity compensation grant(s) held by the U.S. Hired Employee immediately prior to the applicable Purchaser Employment Date; and

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(d) during the Continuation Period, with comparable medical benefits to the medical benefits provided under the Seller U.S. Plans and other employee benefits that are substantially comparable in the aggregate to the employee benefits (excluding for this purpose any defined benefit pension, nonqualified deferred compensation, severance, vacation or paid time off, equity-based and retiree welfare plans or benefits) provided under the Seller U.S. Plans, provided in each case that such Seller U.S. Plans are set forth in Schedule E hereto; provided, however, that the Purchaser and its Affiliates shall not be required to provide an Employee Benefit Plan that is substantially comparable to the Motorola Solutions Pension Plan or the Motorola Solutions Post-Employment Health Benefits Plan or that provides defined benefit pension benefits or post-termination or retiree health or welfare benefits to any Person. Nothing in this Section 2.2 shall require the Purchaser or any of its Affiliates to continue any specific employee benefit plan, program, arrangement or policy (including any Acquired Company Plans) during the Continuation Period or for any period thereafter.

2.3 Severance. If any U.S. Hired Employee is terminated by the Purchaser or an Acquired Company (other than for Cause) during the Continuation Period, the Purchaser will provide (or cause to be provided to) such employee with whichever of the following would provide him or her with the greatest level of severance allowances and benefits, in each case crediting such employee for his or her service with the Seller and its Affiliates (including the Acquired Companies) prior to the Purchaser Employment Date in accordance with Section 2.5 hereof: (a) for any U.S. Hired Employee who would have been eligible under the Motorola Solutions Involuntary Severance Plan as in effect on the Effective Date (the Seller Severance Plan), the severance allowances and benefits that would have been provided under the Seller Severance Plan to an employee with the U.S. Hired Employees years of service as of the date of his or her termination from Purchaser or an Acquired Company; (b) for any U.S. Hired Employee who would have been eligible under the Motorola Solutions, Inc. 2011 Executive Severance Plan (the Executive Severance Plan) as in effect on the Effective Date, the severance allowance and benefits that would have been provided under the Executive Severance Plan to an employee with the U.S. Hired Employees years of service as of the date of his or her termination from Purchaser or an Acquired Company, or (c) the severance allowances and benefits as may be available under the Purchasers severance benefit plan or program. For purposes of this Agreement, a transfer to be effective within one year after the Purchaser Employment Date of a U.S. Hired Employees primary workplace to a location more than fifty (50) miles from the U.S. Hired Employees prior primary workplace (i) if accepted, will entitle the U.S. Hired Employee to relocation benefits from the Purchaser commensurate with the relocation benefits available under the relocation policy of the Purchaser or its Affiliates, as applicable, in effect at the time of such relocation or (ii) if refused (resulting in the termination of the U.S. Hired Employees employment with the Purchaser and any of its Affiliates), will be treated as a termination of employment other than for Cause and entitle the U.S. Hired Employee to the severance allowance and benefits provided under this Section 2.3.

2.4 Paid Time Off. Until the Purchaser Employment Date, the Seller U.S. Plan that provides employees with base pay remuneration for days of absence from work (the Paid Time Off) will continue to apply to all U.S. Employees. Thereafter, through the last day of the calendar year that includes the Purchaser Employment Date, the Purchaser will assume and fulfill (or cause to be assumed and fulfilled), in a timely manner, all the Sellers or the Acquired Companys obligations related to the U.S. Hired Employees under the Seller U.S. Plan that is a

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Paid Time Off policy, including allowing U.S. Hired Employees to use and be paid for their accrued but unused Paid Time Off from their prior employment with the Seller or Acquired Company (as recognized and available under the Seller U.S. Plan that is a Paid Time Off policy) even after the Purchaser Employment Date. The Seller will provide to the Purchaser, within five (5) days after each applicable Purchaser Employment Date, a schedule showing the amount of accrued but unused Paid Time Off for each U.S. Hired Employee as of the applicable Purchaser Employment Date. For calendar years beginning after the Purchaser Employment Date, U.S. Hired Employees entitlement to Paid Time Off will be accrued and used in accordance with the Purchasers own Paid Time Off policy applicable to similarly situated employees; provided, that for the first calendar year beginning after the applicable Purchaser Employment Date, each such U.S. Hired Employee will be entitled to no less Paid Time Off for such year than that to which he or she would have been entitled for the calendar year that included the Purchaser Employment Date under the Paid Time Off policy of the Seller as in effect immediately prior to the Purchaser Employment Date (and disclosed as a Seller U.S. Plan on Schedule E). For purposes of this Section 2.4, references to the Seller U.S. Plan that is a Paid Time Off policy will be deemed to apply only to the provisions thereof dealing with vacation time.

2.5 Service Credit. The Purchaser will provide each U.S. Hired Employee with full credit for purposes of eligibility and vesting under the Purchaser U.S. Plans, as well as for determining level of benefits under any Purchaser paid time off and severance plans or policies, for pre-Purchaser Employment Date (a) service with the Seller and its Affiliates (including, without limitation, their Controlled Group Members) and (b) service credited under the comparable Seller U.S. Plans for employment other than with the Seller and its Affiliates (including, without limitation, their Controlled Group Members) to the extent such service under (a) and (b) was credited under the comparable Seller U.S. Plans for the same purpose, and the Purchaser U.S. Plans will be amended, to the extent necessary, to provide that credit; provided, however, that in no event will the Purchaser be required to provide any service credit to any U.S. Hired Employee to the extent the provision of such credit would result in any duplication of benefits or to the extent Purchaser U.S. Employees would not be entitled to consideration of their prior service with Purchaser or any of its Affiliates upon commencing participation in the applicable Purchaser U.S. Plan.

2.6 401(k) Plan. Immediately prior to the Purchaser Employment Date, the U.S. Hired Employees will cease to be eligible for allocation of contributions attributable to compensation paid for services on and after the Purchaser Employment Date under the Motorola Solutions 401(k) Plan (the Seller 401(k) Plan) and, upon the Purchaser Employment Date, will be eligible for distribution of account balances under the Seller 401(k) Plan, including any loan promissory notes, as eligible rollover distributions (within the meaning of Section 402(c)(4) of the Code). Prior to the Purchaser Employment Date, all accounts under the Seller 401(k) Plan of the U.S. Hired Employees shall be fully vested and nonforfeitable and Seller or any of its Affiliates shall make all employer contributions that would have been made on behalf of the U.S. Hired Employees had the Contemplated Transactions not occurred, regardless of any service or end of year employment requirements, but pro-rated for the portion of the plan year that ends on the Purchaser Employment Date. No later than the first day of the month following the month in which the Purchaser Employment Date occurs, the U.S. Hired Employees will be eligible to commence participation in the Zebra Technologies Corporation Profit Sharing and Savings Plan (the Purchaser 401(k) Plan). Any service requirements contained in the Purchaser 401(k) Plan with

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT respect to eligibility to participate generally will be waived for U.S. Hired Employees who immediately prior to the Purchaser Employment Date were eligible to participate or share in employer contributions, respectively, under the Seller 401(k) Plan. The Purchaser will cause the Purchaser 401(k) Plan and the Seller will cause the Seller 401(k) Plan to be amended, to the extent necessary, to satisfy the requirements of this Section 2.6.

2.7 Nonqualified Deferred Compensation. Prior to the Purchaser Employment Date, the Seller shall vest the interest of each U.S. Hired Employee participating in any Seller U.S. Plan that is a nonqualified deferred compensation plan and shall, at such times as the plan otherwise would provide, accrue benefits that would have accrued on behalf of the U.S. Hired Employees had the Contemplated Transactions not occurred, regardless of any service or end of year employment requirements, but pro-rated for the portion of the plan year that ends on the Purchaser Employment Date. The Seller will cause the applicable Seller U.S. Plans to be amended, to the extent necessary, to satisfy the requirements of this Section 2.7. The timing of contribution, payment or distribution of any compensation to which any participant is entitled under any nonqualified deferred compensation plan contemplated by this Section 2.7 will occur upon such time as provided in the applicable Seller U.S. Plan.

2.8 Medical, Dental, and Vision Plans; Disability Plan. Commencing on the applicable Purchaser Employment Date, the Purchaser will provide each U.S. Hired Employee with the option to elect medical, dental, and vision coverage (other than any retiree welfare benefit coverage) and to be covered (to the extent elected), effective as of the first day of the calendar month after which that Purchaser Employment Date occurs, under one or more of the Purchaser U.S. Plans that are medical plan(s), dental plan(s), and vision plan(s) (the Purchaser Medical Plan(s), the Purchaser Dental Plan(s), and the Purchaser Vision Plan(s), respectively) that are listed on Schedule G hereto and subject to Section 2.2(d) hereof. The Purchaser Medical Plan(s), the Purchaser Dental Plan(s), and the Purchaser Vision Plan(s) will not apply any pre-existing condition limitations on the coverage of U.S. Hired Employees to the extent such limitations would not have applied to the U.S. Hired Employees under the Seller U.S. Plans providing medical, dental and vision benefits to the U.S. Hired Employees immediately prior to the Purchaser Employment Date. The Purchaser will credit, or will cause its applicable Affiliate to credit, U.S. Hired Employees who were enrolled in the Seller U.S. Plans that are medical, dental, and/or vision plan(s) immediately prior to the Purchaser Employment Date with the deductibles and co-pay amounts credited to those U.S. Hired Employees thereunder for the current plan year that includes the Purchaser Employment Date under the Purchaser Medical Plans. Subject to the foregoing, the U.S. Hired Employees will remain covered under and the Seller will remain liable for all eligible expenses incurred by the U.S. Hired Employees under the Seller U.S. Plans that are medical, dental, and vision plans (in which the U.S. Hired Employees participate immediately prior to the Purchaser Employment Date) through the last day of the calendar month in which the Purchaser Employment Date occurs (or the last day of the month immediately prior to the Purchaser Employment Date if the Purchaser Employment Date occurs on the first day of a month), whether or not such claims are reported on or after such date (as long as they are reported prior to the last date when such claims can be made under the applicable Seller plan). The Purchaser will cause the Purchaser Medical Plan(s), the Purchaser Dental Plan(s), and the Purchaser Vision Plan(s) to be amended, to the extent necessary, to satisfy the requirements of this Section 2.8. The Seller shall be exclusively responsible for complying with COBRA and all Liabilities under or relating to COBRA with

14 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT respect to (a) M&A qualified beneficiaries (as such term is defined in Section 54.4980B-9 of the Treasury Regulations) and (b) any of Sellers or any of its Affiliates employees (including the U.S. Employees) and their beneficiaries by reason of any such Persons qualifying event (within the meaning of COBRA) occurring at or prior to the Closing, and the Purchaser shall not have any Liability to provide notice of or coverage under COBRA to any such Person.

2.9 Health Reimbursement Plan and Dependent Care Plan. (a) Immediately prior to the Purchaser Employment Date, the U.S. Hired Employees will cease to contribute to the Seller U.S. Plan that is a health flexible spending account plan and the Seller U.S. Plan that is a dependent care expense account plan (the Sellers FSA and DCA Plans), both designed to comply with Section 125 of the Code, in accordance with the respective terms of such plans. The Sellers FSA and DCA Plans will reimburse the U.S. Hired Employees for those claims (if any) incurred prior to the Purchaser Employment Date, in accordance with the respective terms of such plans. Credits will be made to any U.S. Hired Employees accounts under the Sellers FSA and DCA Plans for compensation earned before the Purchaser Employment Date, but not for compensation earned after the Purchaser Employment Date. (b) U.S. Hired Employees who elect to participate in the Sellers FSA and/or DCA Plans for the plan year in which the Purchaser Employment Date occurs will become participants in the Purchaser U.S. Plan that is a health flexible spending account plan and the Purchaser U.S. Plan that is a dependent care expense account plan (the Purchasers FSA and DCA Plans) as if their participation in the Purchasers FSA and DCA Plans had been continuous from January 1 of such plan year, and at the same level of coverage elected under the Sellers FSA and DCA Plans, except that U.S. Hired Employees who continue participation in the Sellers FSA Plan on and after the Purchaser Employment Date (for example, by election of COBRA continuation coverage) will not be covered by the Purchasers FSA Plan for such plan year. Each U.S. Hired Employee will be reimbursed for medical and dependent care expenses incurred by such U.S. Hired Employee at any time during such plan year (including claims incurred before the Purchaser Employment Date), up to the amount of the elections made by each U.S. Hired Employee under the Sellers FSA and DCA Plans for such plan year, reduced by amounts previously reimbursed by the Seller pursuant to the Sellers FSA and DCA Plans in such plan year. The Purchaser will cause the Purchasers FSA and DCA Plans to be amended, to the extent necessary, to satisfy the requirements of this Section 2.9. To effectuate the foregoing, as soon as administratively practicable after the Purchaser Employment Date, the Seller will notify the Purchaser whether the amounts of the account balances (if any) under the Sellers FSA and DCA Plans are positive or negative in the aggregate immediately prior to the Purchaser Employment Date (after taking into account claims incurred but not yet paid that, because of administrative considerations as determined by the Seller in its discretion, will be paid from the Sellers FSA and DCA Plans), and the Seller will pay the Purchaser such aggregate balance (if positive) or the Purchaser will pay the Seller such aggregate balance (if negative), with respect to all U.S. Hired Employees who become covered under the Purchasers FSA and DCA Plans for such plan year.

2.10 Certain Foreign National Employees. The parties recognize that certain of the U.S. Hired Employees are in lawful nonimmigrant visa status or have applications for lawful

15 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT permanent residence pending with the relevant governmental authorities (the Affected Foreign National Employees), each of whom is listed, together with visa status and expatriation date, on Schedule L (which shall be provided by the Seller to the Purchaser within ten (10) days after the Effective Date and updated from time to time thereafter). The parties further recognize that new or amended petitions with respect to such Affected Foreign National Employees may be required in certain of these cases, unless the Purchaser (or the Purchasers Affiliates, as the case may be), are deemed the successor-in-interest to the Seller (as such term is used in pronouncements by the U.S. Citizenship and Immigration Service (USCIS)) with respect to such Affected Foreign National Employees. Accordingly, the Purchaser hereby expressly agrees to assume (but only to the extent permitted by applicable Law), and the Seller hereby assigns, in each case effective as of the Purchaser Employment Date or at such later date in conformance with applicable Law, all of the immigration-related liabilities of the Affected Foreign National Employees (including, without limitation, any obligations, liabilities and undertakings arising from or under attestations made in each certified and still effective Labor Condition Application filed by the Seller with respect to any such Affected Foreign National Employees). The parties each agree to take such actions as may reasonably be requested before, at and following the Purchaser Employment Date to cooperate with one another in the satisfaction of these obligations, including (without limitation) with respect to collaborating to accurately and timely document to the USCIS or such other governmental agency, as the case may be, as may be necessary, the successor-in-interest relationship with respect to any Affected Foreign National Employees.

2.11 Seller U.S. Plans. The Seller and its Affiliates shall retain the sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in connection with the Seller U.S. Plans and any other U.S. Employee Benefit Plans, including any plans, programs, agreements, contracts, policies or arrangements that provide defined benefit pension benefits or post-termination or retiree health or welfare benefits to any Person, which are, or were at any time, maintained, sponsored, contributed to or required to be contributed to by the Seller or any of its Affiliates (but excluding any Acquired Company Plans) or with respect to which the Seller or any of its Affiliates at any time had any Liability (but excluding any Acquired Company Plans). Seller shall cause the U.S. Hired Employees to become fully vested in their accrued benefits under each Seller U.S. Plan that provides defined benefit pension or cash balance pension benefits. Seller shall retain and be solely liable for the provision of or any claim for retiree health and/or other welfare benefits to U.S. Employees who retire on or prior to the Closing, or who are eligible to retire on or prior to the Closing, and their covered dependents under the Employee Benefit Plans of Seller or any of its Affiliates.

ARTICLE 3 NON-U.S. TRANSFERRED EMPLOYEE MATTERS

3.1 Non-U.S. Transferred Employees. (a) Effective as of the Purchaser Employment Date, the Purchaser agrees to employ, or cause its applicable Affiliates to employ, the Non-U.S. Employees (other than any employee of an Acquired Company) who accept offers of employment from the Purchaser or any of its Affiliates or who otherwise become employees of the Purchaser or any of its Affiliates by operation of Law. The transfer of employment shall be carried out in compliance with applicable transfer Laws and regulations, including, without limitation, the European Union Acquired

16 EMPLOYEE MATTERS AGREEMENT

Rights Directive (as amended and as implemented from country to country from time to time) (such transfer Laws and regulations, collectively, the Transfer Laws). Where the Transfer Laws are not applicable, the Purchaser agrees that the employment of each Non-U.S. Employee (other than any employee of an Acquired Company) shall be transferred to the Purchaser or its Affiliate by substitution of employer, three-party contract, assignment, subjective novation, or as may otherwise reasonably be required or permitted to obtain the consent of the Non-U.S. Employee to the transfer and without triggering the obligation to pay severance or other termination liabilities. Where an offer of employment is required or permitted to be made, the Purchaser agrees to make, or to cause its Affiliates to make, such offer either concurrent with the notice of termination from Seller or its applicable Affiliate or, if no notice of termination will be given, at least thirty (30) days prior to the anticipated Purchaser Employment Date. Such offer will comply with the other sections of this Article 3 (including, but not limited to, Sections 3.2 and 3.3). The parties agree to fully and timely cooperate in the transition activities and also to comply (and cause their applicable Affiliates to comply) with the Transfer Laws. For the avoidance of doubt, any Non-U.S. Employee of an Acquired Company will remain employees of such Acquired Company as of the Purchaser Employment Date. (b) In the event that, after a Purchaser Employment Date, a Non-U.S. Employee (other than an employee of an Acquired Company) employed in a jurisdiction whose Laws include the Transfer Laws is found not to have transferred to the Purchaser or any of its Affiliates, the Purchaser, in consultation with the Seller, shall as soon as practicable, but in any event within five (5) days that are business days in the relevant jurisdiction of being so requested by the Seller, make to each such Non-U.S. Employee an offer in writing meeting the requirements of Section 3.1(a) to employ him or her under a new contract of employment to take effect immediately. As of acceptance of the offer made pursuant to this Section 3.1(b), the Seller or its applicable Affiliate shall terminate the employment of the Non-U.S. Employee concerned. (c) If after a Purchaser Employment Date, any employee of the Seller or any of its Affiliates other than a U.S. Employee or a Non-U.S. Employee is found to have transferred to the Purchaser or any of its Affiliates pursuant to the Transfer Laws, (i) the Seller, in consultation with the Purchaser, shall as soon as practicable, but in any event within five (5) days that are business days in the relevant jurisdiction of being so requested by the Purchaser, make to each such person an offer in writing to employ him or her under a new contract of employment to take effect immediately and (ii) the Sellers offer will be for terms and conditions of employment that are substantially comparable to the corresponding provisions of the employees contract of employment as existing immediately prior to the Purchaser Employment Date. As of acceptance of the offer made pursuant to this Section 3.1(c), the Purchaser or any of its Affiliates, as applicable, shall terminate the employment of the person concerned. (d) Notwithstanding the foregoing, and except as may be otherwise agreed to in writing between the parties or prohibited by applicable Law, neither party nor any of their Affiliates will employ (or engage as an independent contractor or consultant) for a period of one year following the Initial Closing Date (i) any Non-U.S. Employee whose employment relationship with the Seller or applicable Affiliate of the Seller terminates following any refusal by such Non-U.S. Employee to accept employment with, or transfer of his or her employment to, the Purchaser or its Affiliates as of the Purchaser Employment Date pursuant to this Section 3.1,

17 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT or (ii) any person who would have been a Non-U.S. Employee had his or her employment with an Affiliate of the Seller (including an Acquired Company) not terminated between the Effective Date and the Purchaser Employment Date. (e) The Seller and its Affiliates shall not, without the advance written consent of the Purchaser, (i) during the period commencing on the Purchaser Employment Date and ending on the first anniversary thereof, either directly or indirectly solicit for employment or hire any Non-U.S. Employee, (ii) during the period commencing on the Effective Date and ending on the Closing Date with respect to the country in which such Non-U.S. Employee is located, either directly or indirectly solicit any Non-U.S. Employee for continued or alternative employment with the Seller or any of its Affiliates following such Closing Date, or (iii) during the period commencing on the Effective Date and ending on the first anniversary of the Initial Closing Date, either directly or indirectly solicit for employment or hire any of the Purchasers employees with whom the Seller and its Representatives had direct contact with or was made aware of in connection with the negotiation of the Contemplated Transactions, unless the employment of such Non-U.S. Employee or other employee is involuntarily terminated by the Purchaser or one of its Affiliates without Cause prior to such action by the Seller or any of its Affiliate; provided, however, that nothing in this Section 3.1(e) shall prevent the Seller or any of its Affiliates from (i) hiring any such employee who responds to an advertisement or general solicitation (including through recruiting firms or similar engagements) that is not specifically targeted at such employee or (ii) making any such general solicitation. (f) During the period commencing on the Effective Date and ending on the first anniversary of the Initial Closing Date, the Purchaser and its Affiliates shall not, without the advance written consent of the Seller, either directly or indirectly solicit for employment or hire any employee of Seller or any of its Affiliates with whom the Purchaser or its Representatives and Affiliates had direct contact with or was made aware of in connection with the negotiation of the Contemplated Transactions (other than a Non-U.S. Employee), unless the employment of such employee is involuntarily terminated by the Seller or one of its Affiliates without Cause prior to such action by the Purchaser or its Affiliate; provided, however, that nothing in this Section 3.1(f) shall prevent the Purchaser or its Affiliates from (i) hiring any such employee who responds to an advertisement or general solicitation (including through recruiting firms or similar engagements) that is not specifically targeted at such employee or (ii) making any such general solicitation. (g) If any Eligible Inactive Employee (other than any employee of an Acquired Company) on a non-U.S. payroll becomes eligible to return to active work status within 180 days after the Closing Date with respect to the country in which the Eligible Inactive Employee is employed (the Leave Calculation Date) (or such later date to the extent required by applicable Law) and at a time when he or she would be entitled to reemployment under either applicable Law or the Sellers policies and procedures in existence immediately prior to the Leave Calculation Date as disclosed on Schedule F, the Purchaser or its applicable Affiliate will extend an offer of employment as described in Section 3.1(a) hereof to such person within three (3) business days that are business days in the relevant jurisdiction after the Purchaser first being notified in writing by the Eligible Inactive Employee, or the Seller on his/her behalf, of such person becoming eligible to work, and any such person who accepts such an offer will be treated as a Non-U.S. Transferred Employee as of his or her date of hire by the Purchaser or its

18 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT applicable Affiliate (which date of hire will be specified in the written offer from the Purchaser or its applicable Affiliate to the Eligible Inactive Employee). An Eligible Inactive Employee who is offered employment by the Purchaser or its applicable Affiliate under this Section 3.1(g) will be entitled to a position that is substantially comparable to the position held by such Non- U.S. Employee immediately prior to the Effective Date (but taking into account any material changes to such position or its job duties made in the Ordinary Course prior to the Leave Calculation Date) or with such different job duties as required by applicable Law, unless neither applicable Law, nor the Sellers policies and procedures disclosed on Schedule F, respectively, would require or have entitled the Eligible Inactive Employee to a substantially comparable (or any different) position upon return from leave (taking into account such factors as job duties, compensation, and title). (h) If any Non-U.S. Transferred Employees are transferred to any U.S. Affiliate of the Purchaser, then that Affiliate will be bound by (and the Purchaser will cause that Affiliate to honor) all of the provisions of this Agreement that would have applied to the Purchaser or the transferor Affiliate of the Purchaser with respect to that Non-U.S. Transferred Employee.

3.2 Non-U.S. Employee Benefits. (a) The Purchaser or any of its Affiliates agrees that it will provide, or will cause its applicable Affiliate to provide (including by causing any Acquired Company to provide, as appropriate), each Non-U.S. Transferred Employee with such terms and conditions of employment as may be necessary to avoid the payment of severance as set forth in Section 3.1 or as may be required by the Transfer Laws, to the extent applicable. In addition, the Purchaser agrees that it will provide, or will cause its applicable Affiliate to provide (including by causing any Acquired Company to provide, as appropriate), each Non-U.S. Transferred Employee (i) for the Continuation Period, compensation at a base wage or salary rate (including the impact of any Ordinary Course promotion approved by the Seller or its applicable Affiliate and disclosed to the Purchaser prior to the Purchaser Employment Date), and any applicable variable pay rate (e.g., shift differential pay), which will not be less than the base wage or base salary rate provided to the Non-U.S. Transferred Employee by the Seller or its applicable Affiliate (including an Acquired Company) immediately prior to the applicable Purchaser Employment Date (the Seller Non-U.S. Compensation Level); (ii) during the period beginning on the applicable Purchaser Employment Date and ending the last day of the 2015 calendar year (or, if longer, the Continuation Period), with target annual and long-term incentive opportunities or other additional compensation opportunities substantially comparable in the aggregate to the target annual and long-term incentive opportunities or other compensation opportunities (other than any Statutory Bonus Payments) for which the Non-U.S. Transferred Employee was eligible immediately prior to the applicable Purchaser Employment Date; (iii) during the period beginning on the applicable Purchaser Employment Date and ending on the last day of the month in 2015 when the Purchaser grants annual equity awards to participants in the Zebra Technologies Corporation 2011 Long-Term Incentive Plan (or such other Employee Benefit Plan maintained by the Purchaser or its Affiliates under which equity awards may be granted), with equity awards or cash compensation (or a combination thereof) that are of equivalent value to the unvested equity compensation grant(s) held by the Non-U.S. Transferred Employee immediately prior to the applicable Purchaser Employment Date; and (iv) during the Continuation Period,

19 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT with the employee benefits that are substantially comparable in the aggregate to the employee benefits (excluding for this purpose any defined benefit pension, nonqualified deferred compensation, retiree welfare, severance, vacation or paid time off, and equity- based plans or benefits) provided under the Seller Non-U.S. Plans that are set forth in Schedule F hereto. The Purchaser will establish or maintain, or will cause its Affiliates to establish or maintain, the Purchaser Non-U.S. Plans and such other Employee Benefit Plans outside of the United States as may be required to comply with applicable Law, Section 3.1 and this Section 3.2, and, as of each Purchaser Employment Date, will cause the Acquired Companies, as appropriate, to maintain such Acquired Companies Employee Benefit Plans for the benefit of employees of such Acquired Company. The Purchaser agrees to provide to the Seller, upon the Sellers reasonable request prior to the Purchaser Employment Date, information about the terms of the offers being made by the Purchaser and its Affiliates and the Employee Benefit Plans and similar programs of the Purchaser and its Affiliates as may be necessary for the Seller to determine the Purchasers compliance with the terms of this Section 3.2(a). Nothing in this Section 3.2 shall require the Purchaser or its Affiliates to continue any specific employee benefit plan, program, arrangement or policy (including any Acquired Company Plans) during the Continuation Period or for any period thereafter. (b) If any Non-U.S. Transferred Employee is terminated by the Purchaser or its applicable Affiliate or an Acquired Company (other than for Cause) during the Continuation Period, the Purchaser will provide, or will cause its applicable Affiliate (including the Acquired Companies) to provide, such employee with whichever of the following would provide him or her with the greatest level of severance allowances and benefits, in each case crediting such employee for his or her service with the Seller and its Affiliates (including the Acquired Companies) prior to the Purchaser Employment Date in accordance with Section 3.3 hereof: (i) for any Non-U.S. Transferred Employee who would have been eligible immediately prior to his or her Purchaser Employment Date under a severance plan or policy identified on Schedule F, the severance allowances and benefits that would have been provided under such plan or policy to an employee with the Non-U.S. Transferred Employees years of service as of the date of his or her termination from the Purchaser or its applicable Affiliate; (ii) for any Non-U.S. Transferred Employee who would have been eligible under the Executive Severance Plan as in effect on the Effective Date, the severance allowances and benefits that would have been provided under the Executive Severance Plan to an employee with the Non-U.S. Transferred Employees years of service as of the date of his or her termination from the Purchaser or its applicable Affiliate; (iii) the allowances and benefits as may be available under the severance benefit plan or program of the Purchaser or its applicable Affiliate; or (iv) the allowances and benefits required by applicable Law. For purposes of this Agreement, a transfer to be effective within one year after the Purchaser Employment Date of a Non-U.S. Transferred Employees primary workplace to a location more than fifty (50) miles from the Non-U.S. Transferred Employees prior primary workplace (A) if accepted, will entitle the Non-U.S. Transferred Employee to relocation benefits from the Purchaser or its applicable Affiliate commensurate with the relocation benefits available under the relocation policy of the Purchaser or any of its Affiliates, as applicable, in effect at the time of such relocation or (B) if refused (resulting in the termination of the Non-U.S. Transferred Employees employment with the Purchaser or any of its Affiliates), will be treated as a termination of employment other than for Cause and entitle the Non-U.S. Transferred Employee to the severance allowances and benefits provided under this Section 3.2(b).

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(c) Immediately prior to the Purchaser Employment Date, and subject to applicable Law, the Non-U.S. Transferred Employees will cease to participate in any Seller Non-U.S. Plans (other than any Acquired Company Plans). (d) In those jurisdictions where accrued, but unused vacation, annual leave days, and holidays (collectively, Paid Leave Days) are required or permitted by Law to be carried over to the Purchaser or one of its Affiliates as of the Purchaser Employment Date (each, a Carryover Jurisdiction), the Purchaser will assume and fulfill, and will cause its Affiliates (including the Acquired Companies) to assume and fulfill, in a timely manner, the accrued obligations relating to the Paid Leave Days, including allowing Non-U.S. Transferred Employees to use and be paid for their accrued but unused Paid Leave Days. The Seller will provide to the Purchaser, within five (5) days after each applicable Purchaser Employment Date, a schedule showing the amount of accrued but unused Paid Leave Days per Non-U.S. Transferred Employee as of the applicable Purchaser Employment Date. In any other jurisdiction, at such time as the Non-U.S. Employees terminate their employment with the Seller or one of its Affiliates, the Seller will pay such Non-U.S. Employees for all obligations relating to Paid Leave Days to the extent required by Law. Thereafter, any Non-U.S. Employees who become Non-U.S. Transferred Employees will be entitled to accrue and use Paid Leave Days only in accordance with the applicable policies and procedures of the Purchaser or its Affiliates (which policies and procedures, for the avoidance of doubt, must satisfy the applicable requirements in Sections 3.1(a) and 3.2(a) above). The Purchaser or its Affiliates (including the Acquired Companies) agree to use Reasonable Efforts to accommodate any vacations to be taken during the Continuation Period that have been previously scheduled by Non-U.S. Transferred Employees. However, the Reasonable Efforts described in the preceding sentence do not include providing paid vacation days beyond any days accrued by such Non-U.S. Transferred Employees.

3.3 Service Credit. Without limiting anything set forth in Sections 3.1 and 3.2 hereof, the Purchaser will provide, or will cause its Affiliates (including the Acquired Companies) to provide, each Non-U.S. Transferred Employee with full credit for service recognized by the Seller and its Affiliates for purposes of eligibility and vesting under Purchaser Non-U.S. Plans as well as for determining level of benefits under any Purchaser paid time off and severance plans or policies. In no event will the Purchaser or any of its Affiliates be required to provide any service credit to any Non-U.S. Transferred Employee to the extent the provision of such credit would result in any duplication of benefits or unusual or unintended increase in benefits that would not have been credited under the comparable Seller Non-U.S. Plan for the same purpose, or to the extent Purchaser Non-U.S. Employees would not be entitled to consideration of their prior service with Purchaser and its Affiliates upon commencing participation in the applicable Purchaser Non-U.S. Plan. To the extent that a Non-U.S. Transferred Employee is paid severance as a result of his or her transfer of employment to the Purchaser or the Purchasers Affiliate, and to the extent permitted by applicable Law, the Purchaser will not, and will cause the Purchasers Affiliate not to, provide that Non-U.S. Transferred Employee with full credit for service recognized by the Seller or its Affiliates, for purposes of any future severance or severance-like payments.

3.4 Seller Non-U.S. Plans. The Seller and its Affiliates shall retain the sponsorship of and be solely responsible for all Liabilities relating to or at any time arising under or in

21 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT connection with the Seller Non-U.S. Plans and any other non-U.S. Employee Benefit Plans, including any plans, programs, agreements, contracts, policies or arrangements which are, or were at any time, maintained, sponsored, contributed to or required to be contributed to by the Seller or any of its Affiliates or with respect to which the Seller or any of its Affiliates at any time had any Liability; provided, however, that this Section 3.4 shall not apply to any Acquired Company Plans and any Liabilities under a Seller Non-U.S. Plan that are required to transfer to the Purchaser or its Affiliates pursuant to applicable Law.

3.5 Post-Purchaser Employment Date Payments to Employees. (a) Without limiting anything set forth in Sections 3.1 and 3.2 hereof and except as expressly provided otherwise in this Agreement, the Purchaser and its Affiliates (including the Acquired Companies) will be solely responsible for payments that first become due and owing to Non-U.S. Transferred Employees in the course of their employment with the Purchaser or its Affiliates or as a result of termination by the Purchaser or its Affiliates following the applicable Purchaser Employment Date, even if the calculation of such payments depends in whole or in part on periods of service with the Seller or its Affiliates. Such payments include, without limitation, vacation or severance paid in the event of termination and Statutory Bonus Payments. However, for the avoidance of doubt, this Section 3.5 will not apply to (i) the regular payroll for the period up until the date prior to the Purchaser Employment Date for U.S. Employees and Non-U.S. Employees who are not employed by Acquired Companies immediately prior to the Purchaser Employment Date, which will remain the responsibility of the Seller and its Affiliates, and (ii) Excluded Incentive and Sales Plan Liabilities. (b) Seller agrees to reimburse (or cause its Affiliates to reimburse) the Purchaser or its applicable Affiliate for any Statutory Bonus Payments paid by the Purchaser or its Affiliates within the twelve (12) months following the Purchaser Employment Date to any Non-U.S. Transferred Employee who is not employed by an Acquired Company immediately prior to the Purchaser Employment Date, except that such reimbursement shall be limited to the prorated portion of such Statutory Bonus Payment that is attributable to the Non-U.S. Transferred Employees period of employment with the Seller or its Affiliates. Such reimbursement shall be made by the Seller within thirty (30) days following a request from the Purchaser and receipt of appropriate documentation supporting the request.

3.6 Non-U.S. Transition Activities. The Purchaser agrees that it will take, and will cause its Affiliates to take, all steps necessary to be in a position to employ (which shall include, but not be limited to, establishing the appropriate payroll systems, plans, and insurance arrangements to provide the compensation and benefits described elsewhere herein) Non-U.S. Transferred Employees as of the Purchaser Employment Date in compliance with applicable Law and contractual requirements (the Transition Activities). The Purchaser and the Seller agree to use Reasonable Efforts to complete such Transition Activities as soon as practicable after the Effective Date. The Purchaser and the Seller further agree to provide the other in a timely manner, whether before or after any applicable Purchaser Employment Date, with such information and, when appropriate, documentation, as such party may reasonably request about the Transition Activities (including the plans identified in Schedule H), so that both the Seller and the Purchaser may fulfill their legal obligations to employees, comply with its obligations under this Agreement, and confirm compliance with, or readiness to fulfill, their obligations

22 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT under applicable Law. The information and materials described in the preceding sentence include, but are not limited to, the information and materials about the Purchasers business plans and proposed terms and conditions of employment, in each case relating to the Non- U.S. Employees in each relevant jurisdiction, as needed by the Seller and/or the Purchaser to fulfill their applicable notice and/or consultation obligations between the Effective Date and the Purchaser Employment Date. The Purchaser and the Seller further agree to provide the other party with final versions of the information and materials described in this Section 3.6, and with such additional information on these same subject matters as may be needed for notice and consultation purposes, within the transition timelines developed or to be developed by the Purchaser and the Seller and in any event sufficiently in advance of the Purchaser Employment Date for the Seller and the Purchaser to comply with their notice and consultation obligations.

3.7 Immigration and Visa Matters. Where legally permissible and unless the parties agree otherwise, the Purchaser will assume, or will cause its applicable Affiliate to assume, in each case effective as of the Purchaser Employment Date, any work permits, visas or other immigration documents relating to any Non-U.S. Transferred Employee (other than employees of an Acquired Company) and will be responsible for the costs relating to the transfer and ongoing support of these documents, including, if necessary, the costs of third- party attorneys or consultants. The Seller will assign to the Purchaser or an Affiliate of the Purchaser, and will cause its applicable Affiliate to assign to the Purchaser or an Affiliate of the Purchaser, in each case effective as of the Purchaser Employment Date, such work permits, visas or other immigration documents and, where permitted by Law, all immigration-related liabilities. Seller will make, and will cause its Affiliates to make, all commercially reasonable efforts to cooperate with and assist the Purchaser or its applicable Affiliates in the satisfaction of all of the Purchasers obligations under this Section 3.7.

3.8 German Pension. Purchaser or its Affiliates are assuming certain Liabilities relating to German defined benefit pension and savings plans of Seller and its Affiliates (the German DB Plans) pursuant to Section 1.2(b)(xiii) of this Agreement. Purchaser and its Affiliates have agreed to assume these Liabilities based on Sellers representation that only 16 Non-U.S. Employees in Germany participate in the German DB Plans. If as of the Closing Date in Germany, there are more than 16 Non-U.S. Employees who participate in the German DB Plans and who become Transferred Employees of Purchaser or its Affiliates (each an Additional DB Participant), then Seller or its Affiliates will pay to Purchaser or its Affiliates the amount of 134,000 for each such Additional DB Participant. The payment described in the preceding sentence shall be made by Seller or its Affiliates to Purchaser or its Affiliates within thirty (30) days of the Closing Date in Germany.

3.9 Guaranty. The Purchaser will fulfill, and will cause the applicable Affiliates of the Purchaser to fulfill, the terms of this Agreement that are binding on the Purchaser and any of its Affiliates, and the Purchaser hereby guarantees to the Seller and its Affiliates such performance. The Seller will fulfill, and will cause the applicable Affiliates of the Seller to fulfill, the terms of this Agreement that are binding on such Seller and any of its Affiliates, and the Seller hereby guarantees to the Purchaser and its Affiliates such performance.

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ARTICLE 4 GLOBAL EQUITY AND SELLER INCENTIVE AND SALES PLANS

4.1 Seller Incentive and Sales Plans. Notwithstanding any service or employment at the time of payment requirements under the Seller Incentive and Sales Plans and at such times as the applicable plans otherwise would provide, the Seller or any of its Affiliates shall pay to Transferred Employees (or, in the case of Acquired Companies, deliver cash to Purchaser for it to pay to Transferred Employees on the Sellers behalf) any incentive earned by such Transferred Employees under the Seller Incentive and Sales Plans in an amount, prior to any required tax withholdings, that reflects (a) the entire performance period for any Seller Incentive and Sales Plan, if such performance period ended on or prior to applicable Purchaser Employment Date, or (b) the portion of the performance period that ends on the applicable Purchaser Employment Date. For any performance period under the Seller Incentive and Sales Plans that ends after the applicable Purchaser Employment Date, the Purchaser agrees to provide Transferred Employees who remain employed by the Purchaser or any of its Affiliates (including the Acquired Companies) as of the last day of the relevant performance period the opportunity to earn an amount (prior to any required tax withholdings) that is equal to the target amount the Transferred Employees could have earned under the Seller Incentive and Sales Plan for such performance period, which target amount shall be prorated to reflect the period between the applicable Purchaser Employment Date and the last day of the applicable performance period. Upon request from the Purchaser at any time prior to or during the Continuation Period or to the extent necessary thereafter, the Seller shall provide the information and/or documentation with respect to the targets, performance, or other metrics or objectives as may be needed for the Purchaser, in its discretion, to provide such incentive opportunities to Transferred Employees.

4.2 Equity-Based Incentives. The rights of any In-Scope Employee and any Transferred Employees continued participation in, if any, the Motorola Solutions Amended and Restated Employee Stock Purchase Plan of 1999, and/or any other Seller U.S. Plan or Seller Non-U.S. Plan providing equity-based incentives and any awards granted thereunder, whether vested or unvested (collectively, the Equity Awards) will be determined pursuant to the terms of the applicable Seller U.S. Plan, Seller Non-U.S. Plan and Equity Award agreement. For the avoidance of doubt, and notwithstanding the requirements set forth in Section 2.2 and 3.2(a), the Purchaser will not be under any obligation to replicate any Equity Award or applicable Seller U.S. Plan or Seller Non-U.S. Plan. For the purpose of the Purchaser satisfying its obligations under Section 2.2(c) and Section 3.2(a)(iii), within ten (10) days following the Effective Date, the Seller shall provide to the Purchaser a schedule of all outstanding Equity Awards for In-Scope Employees as of the Effective Date, which will include the following per employee: (a) the terms of the employees Equity Awards (including vesting schedules, vesting conditions, grant dates and exercise prices) and (b) an estimate of the dollar value of each Equity Award that will be forfeited as a result of the Contemplated Transactions. Such schedule shall be updated within thirty (30) days following the Initial Closing Date to reflect the forfeited value of each Equity Award as of the Initial Closing Date. The terms and conditions of any equity awards granted under the Purchaser U.S. Plans or Purchaser Non-U.S. Plans (or any other Employee Benefit Plan established or maintained by the Purchaser or its Affiliates at any time following the Initial Closing Date), including such equity awards that may be granted to Transferred

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Employees as part of the Purchaser satisfying its obligations under Section 2.2(c) and Section 3.2(a)(iii), shall be determined by the Purchaser in its sole discretion. In addition to the schedules contemplated by this Section 4.2 and upon request from the Purchaser at any time prior to or during the Continuation Period or to the extent necessary thereafter, the Seller shall provide the information and/or documentation as may be needed for the Purchaser, in its discretion, to satisfy its obligations under Section 2.2(c) and Section 3.2(a)(iii).

ARTICLE 5 OTHER EMPLOYMENT MATTERS

5.1 Notification of Organizing Activity. The Purchaser agrees to provide the Seller, to the extent permitted by applicable Law and known by the Purchaser or any of its Affiliates, with prompt notice of and material information about any effort by any union or other labor organization to organize some or all Transferred Employees, or Purchaser U.S. Employees and Purchaser Non-U.S. Employees in each case at any facility or property shared by the Purchaser or one of its Affiliates and the Seller or one of its Affiliates. Such Purchaser obligation shall end on the date the Purchaser and the Seller no longer share the facility or property. The Seller agrees to provide the Purchaser, to the extent permitted by applicable Law and known by the Seller or any of its Affiliates, with prompt notice of and material information about any effort by any union or other labor organization, after the Effective Date, (a) to organize any of the In-Scope Employees, or (b) to organize any employees of the Seller or any of its Affiliates at any facility or property shared by the Purchaser or one of its affiliates and the Seller or one of its Affiliates. Such Seller obligation shall end on the later of the applicable Closing Date encompassing the facility where organization is occurring, or the date the Purchaser and the Seller no longer share the facility or property.

5.2 Contractors. As soon as possible following the Effective Date, and in any event within thirty (30) days thereafter, the Seller shall provide the Purchaser with all contracts relating to the services provided by Contractors (excluding, for the avoidance of doubt, any contracts with Acquired Companies for non-employees providing services to an Acquired Company) and that are disclosed on Schedule K; provided, however, that if applicable Law or contract terms would not permit such disclosure, the Seller shall disclose such portions of the contracts as permissible and, to the extent applicable, seek the consent of the Contractor or the Contractors employer for the disclosure of the remaining portions. As soon as possible after receiving the above-referenced contracts, and in any event within sixty (60) days after the Effective Date, the parties will jointly review the Contractor engagements and the Purchaser shall decide which engagements it wants the Seller or its applicable Affiliate to transition to the Purchaser or its applicable Affiliate in the manner described below (the Transitioned Contractors). As of the Purchaser Employment Date in each country and where legally permissible, the Seller or its applicable Affiliate will assign to the Purchaser or its applicable Affiliate the engagements of each Transitioned Contractor, and the Purchaser or its applicable Affiliate will accept such assignment. Where not legally permissible to assign a Transitioned Contractors engagement, the Seller or its applicable Affiliate will terminate the engagement of such Transitioned Contractor as of the Purchaser Employment Date in each country or as soon as practicable thereafter taking into consideration any applicable notice periods, and immediately thereafter the Purchaser or its applicable Affiliate will offer to engage the Transitioned Contractor on terms that are substantially similar to the terms of the Transitioned Contractors engagement with

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Seller or its applicable Affiliate. With respect to those Contractor engagements which the Purchaser decides it does not want the Seller or its applicable Affiliate to transition, the Seller agrees that it will, or will cause its applicable Affiliate, to terminate such engagements with effect on the Purchaser Employment Dates for the countries where the Contractors are engaged or as soon as practicable thereafter taking into consideration any applicable notice periods. Notwithstanding anything else in this Section 5.2, the Seller and its Affiliates will not be under any obligation to terminate, or to take steps to terminate, any Contractor engagements prior to the applicable Closing Date to the extent the Seller reasonably believes such engagements are necessary to the operations of the Business. All Contractors engaged by an Acquired Company will remain engaged by such Acquired Company following the applicable Closing Date.

5.3 Expatriates. To the maximum extent permitted by applicable Law, the Purchaser will assume and honor, or will cause its applicable Affiliate to assume and honor, any agreements, obligations and liabilities relating to any Transferred Employee who is an expatriate in accordance with the terms thereof (including, without limitation, any terms relating to the amendment or termination thereof), provided that such agreements and all material obligations and liabilities are disclosed to the Purchaser prior to the Effective Date. Among the agreements, obligations and liabilities to be assumed are any relating to repatriation, relocation, equalization of taxes, or living standards in the host country. For purposes of this Section 5.3, the term expatriate will refer to any employee who was hired in one country by the Seller or one of its Affiliates (including an Acquired Company), designated as an expatriate, and sent to work in another country on a temporary basis.

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE SELLER

Except as set forth specifically on the disclosure schedules, dated as of the date of this Agreement and delivered by the Seller to the Purchaser (collectively, the Seller EMA Disclosure Schedule) (it being agreed that an item included on a particular schedule referenced in any section or subsection of this Article 6, or on a particular schedule of the Acquisition Agreement, is deemed to relate to each other section or subsection of this Article 6 to which the applicability of such disclosure is reasonably apparent on the face of such disclosure), the Seller represents and warrants to the Purchaser as follows:

6.1 U.S. Labor Matters. (a) As of the Effective Date, (i) neither the Seller nor any of its Affiliates is a party to any collective bargaining agreement or other labor union contract applicable to any U.S. Employees, (ii) there are no strikes, slowdowns, work stoppages, lockouts or other material labor disputes by or with respect to any U.S. Employees, and no such disputes have occurred since January 1, 2012 (the Look-Back Date), and (iii) to the Sellers Knowledge, there are no activities or proceedings of any labor union to organize any U.S. Employees and no such activities or proceedings have occurred since the Look-Back Date. (b) As of the Effective Date, the Seller and each of its Affiliates are, and since the Look-Back Date have been, in compliance with all Laws applicable to the employment or termination of employment of the U.S. Employees, including, without limitation, Laws relating

26 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Project Augusta/Confidential Document to labor relations, equal employment opportunities, fair employment practices, immigration, prohibited discrimination or distinction or other similar employment activities, except for such failures to be in compliance that would not, individually or in the aggregate, have a Material Adverse Effect on the Business. Each Contractor is and has been properly classified as an independent contractor under all applicable Laws, including with respect to wages and hours and Tax, except for such failures to properly classify that would not, individually or in the aggregate, have a Material Adverse Effect on the Business. (c) There are no judicial, administrative, arbitral or similar proceedings pending or, to the Sellers Knowledge, threatened, between the Seller or one of its Affiliates and any U.S. Employee (or employee representative) that, if adversely determined, individually or in the aggregate, would have a Material Adverse Effect on the Business.

6.2 Seller U.S. Plans. (a) Schedule E hereto lists the Seller U.S. Plans. With respect to each of the Seller U.S. Plans and each of the Acquired Company Plans, true and complete copies of (i) all plan documents (including all amendments and modifications thereof) or, if none, a summary thereof, (ii) all related trust agreements, insurance contracts and other funding arrangements, (iii) the current summary plan descriptions and all summaries of material modifications thereto as applicable, or comparable descriptions with respect to any Seller U.S. Plans not subject to ERISA, and (iv) the most recent Internal Revenue Service determination letter issued with respect to each Seller U.S. Plan intended to be qualified under Section 401(a) of the Code, have been delivered or made available to the Purchaser as of the Effective Date, and will be updated by the Seller as of the Purchaser Employment Date. (b) As of the Effective Date, each Seller U.S. Plan and Acquired Company Plan is being maintained, funded, operated and administered in material compliance with its terms and the applicable provisions of ERISA, the Code, or other applicable Law. The Seller has received a favorable determination letter from the Internal Revenue Service with respect to each Seller U.S. Plan which is intended to meet the qualification requirements of Section 401(a) of the Code, and such plan has not been amended since the date of its most recent determination letter (nor has it failed to be timely amended or filed with the Internal Revenue Service) in any respect which could reasonably be expected to jeopardize the continuing validity of that determination letter, except for any amendment or failure to amend for which the applicable remedial amendment period has not ended. (c) The Seller and its Controlled Group Members have complied and are in compliance in all material respects with the continuation coverage requirements of Section 4980B of the Code and Section 601-608 of ERISA (COBRA). None of the Seller or any of its Controlled Group Members has any Liability with respect to any multiemployer plan (as defined in Section 3(37) of ERISA) or any defined benefit plan (as defined in Section 3(35) of ERISA) that could become a Liability of the Purchaser, any of the Purchasers Affiliates, or any of the Acquired Companies. None of the Acquired Companies, the Purchaser, or any of their Affiliates has or will have any Liability with respect to any multiemployer plan (as defined in Section 3(37) of ERISA) or any defined benefit plan (as defined in Section 3(35) of ERISA),

27 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Project Augusta/Confidential Document or as a result of at any time being treated as a single employer with any of Seller, its Affiliates or their Controlled Group Members under Section 414 of the Code.

6.3 Non-U.S. Labor Matters. (a) Except to the extent that the Seller or any Affiliate of the Seller is required to consult, inform, meet with or gain the approval of representatives of employees elected in conjunction with a transfer of undertaking or a worker council or similar organization and except to the further extent that the Seller or any Affiliate of the Seller is a party to regional or industry collective bargaining agreements, as of the Effective Date neither the Seller nor any Affiliate of the Seller is a party to any collective bargaining agreement or other labor union contract applicable to Non-U.S. Employees. As of the Effective Date, (i) there are no strikes, slowdowns, work stoppages, lockouts or other material labor disputes by or with respect to any Non-U.S. Employees, and no such disputes have occurred since the Look-Back Date; and (ii) to the Sellers Knowledge, there are no activities or proceedings of any labor union to organize any Non-U.S. Employees and no such activities or proceedings have occurred since the Look-Back Date. (b) As of the Effective Date, the Seller and each of its Affiliates are in compliance with all Laws applicable to the employment or termination of employment of the Non-U.S. Employees, including, without limitation, Laws relating to labor relations, equal employment opportunities, fair employment practices, immigration, prohibited discrimination or distinction or other similar employment activities, except for such failures to be in compliance that would not, individually or in the aggregate, have a Material Adverse Effect on the Business. Each Contractor is and has been properly classified as an independent contractor under all applicable Laws, including related to wages and hours and Tax, except for such failures to properly classify that would not, individually or in the aggregate, have a Material Adverse Effect on the Business. (c) There are no judicial, administrative, arbitral or similar proceedings pending or, to the Sellers Knowledge, threatened, between the Seller or any of its Affiliates and any Non-U.S. Employee (or employee representative) that, if adversely determined, individually or in the aggregate, would have a Material Adverse Effect on the Business.

6.4 Seller Non-U.S. Plans. (a) Schedule F hereto lists the Seller Non-U.S. Plans. With respect to each of the Acquired Company Plans, true and complete copies of (i) the current plan and trust documents (and all amendments and modifications thereto), or if none, a summary thereof, (ii) all related trust agreements, insurance contracts and other funding arrangements, (iii) current summary plan descriptions and all summary material modifications thereto distributed to participants will be made available to the Purchaser within thirty (30) days after the Effective Date, and will be updated by the Seller as of the Purchaser Employment Date. Similar documents and information relating to Seller Non-U.S. Plans will be made available following the Effective Date within a reasonable time period following a request by the Purchaser to the extent such information is needed for purposes of the transition activities contemplated by this Agreement (subject to any confidentiality obligations that may apply to such documents).

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(b) As of the Effective Date, each Seller Non-U.S. Plan and Acquired Company Plan is being maintained, funded, operated and administered in material compliance with its terms and the provisions of applicable Law.

ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller that the statements set forth in this Article 7 are true and correct as of the date of this Agreement and as of the Closing Date:

7.1 U.S. Labor Matters. Neither the Purchaser nor any Affiliate of the Purchaser is a party to any collective bargaining agreement, side letter, or other arrangement with any local, national, or international union that would (a) require it to recognize any union as the collective bargaining representative of any U.S. Hired Employee without an election having been conducted by the National Labor Relations Board (NLRB), (b) require any U.S. Hired Employees to be included in or made a part of any existing collective bargaining unit or become subject to any collective bargaining agreement, or (c) require the Purchaser to maintain neutrality during any attempt to organize or represent any U.S. Hired Employees. The Purchaser is not a party to any collective bargaining agreement or other labor union contract applicable to any Purchaser U.S. Employees. As of the Effective Date, there are no strikes, slowdowns, work stoppages or lockouts by or with respect to any of the Purchaser U.S. Employees. As of the Effective Date and to the knowledge of the Purchaser, there are no activities or proceedings of any labor union to organize any Purchaser U.S. Employees.

7.2 Non-U.S. Labor Matters. Neither the Purchaser nor any Affiliate of the Purchaser is a party to any collective bargaining agreement, side letter or other arrangement with any local, national, or international union that would (a) require it to recognize any union as the collective bargaining representative of any Non-U.S. Transferred Employees, (b) require any Non-U.S. Transferred Employees to be included in or made a part of any existing collective bargaining unit or become subject to any collective bargaining agreement or (c) require the Purchaser or any Affiliate of the Purchaser to maintain neutrality during any attempt to organize or represent Non-U.S. Transferred Employees. Except to the extent that the Purchaser or any Affiliate of the Purchaser is required to consult, inform, meet with or gain the approval of representatives of employees elected in conjunction with a transfer of undertaking or a worker council or similar organization and except to the further extent that the Purchaser or any Affiliate of the Purchaser is a party to regional or industry collective bargaining agreements, neither the Purchaser nor any Affiliate of the Purchaser is a party to any collective bargaining agreement or other labor union contract applicable to the Purchaser Non-U.S. Employees. As of the Effective Date, there are no strikes, slowdowns, work stoppages or lockouts by or with respect to any Purchaser Non-U.S. Employees. As of the Effective Date and to the Purchasers knowledge, there are no activities or proceedings of any labor union to organize any Purchaser Non-U.S. Employees.

7.3 Purchaser U.S. Plans. (a) Schedule G hereto lists the Purchaser U.S. Plans.

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(b) As of the Effective Date, each Purchaser U.S. Plan is being maintained, operated and administered in material compliance with its terms and the applicable provisions of ERISA, the Code, or other applicable Law. Purchaser agrees to provide Seller with further information and documents about the Purchaser U.S. Plans at Sellers reasonable request to the extent such information and documents may be needed in connection with the transition activities contemplated by this Agreement or to confirm Purchasers compliance with the terms of Section 2.

7.4 Purchaser Non-U.S. Plans. (a) Schedule H hereto lists the Purchaser Non-U.S. Plans. (b) As of the Effective Date, each Purchaser Non-U.S. Plan is being maintained, operated and administered in material compliance with its terms and the provisions of applicable Law. Purchaser agrees to provide Seller with further information and documents about the Purchaser Non-U.S. Plans at Sellers reasonable request to the extent such information and documents may be needed in connection with the transition activities contemplated by this Agreement or to confirm Purchasers compliance with the terms of Section 3.

ARTICLE 8 TERMINATION

8.1 Termination of Agreement. This Agreement will terminate automatically and without need for further action by either party in the event that the Acquisition Agreement is terminated in accordance with its respective terms.

8.2 Effect of Termination. Upon termination of this Agreement pursuant to this Article 8, this Agreement and the rights and obligations of the parties under this Agreement automatically end without any Liability against any party or any of its Affiliates, except that the provisions in Article 9 shall survive any termination of this Agreement and nothing in this Section 8.2 relieves any party from Liability for the breach of any provisions of this Agreement prior to termination or from any of the obligations in or Liability under the Acquisition Agreement to the extent provided therein.

ARTICLE 9 MISCELLANEOUS

9.1 Governing Law. The laws of the State of Delaware (without reference to its principles of conflicts of law) shall govern the construction, interpretation and other matters arising out of or in connection with this Agreement and its exhibits and schedules (whether arising in contract, tort, equity or otherwise).

9.2 Binding Effect and Assignment. The provisions relating to Binding Effect and Assignment in Sections 11.2(a) and (b) of the Acquisition Agreement also will apply to this Agreement.

9.3 Severability. If any term or provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining terms and provisions of this Agreement remain in

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT full force, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

9.4 Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party to the other party. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission which includes a copy of the sending partys signature(s) is as effective as signing and delivering the counterpart in person.

9.5 Amendment. The parties may amend this Agreement only by a written agreement signed by the parties and that identifies itself as an amendment to this Agreement.

9.6 Waiver. The parties may waive a provision of this Agreement only by a writing signed by the party against whom enforcement of the waiver is sought. A party is not prevented from enforcing any right, remedy or condition in the partys favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a partys rights and remedies in this Agreement is not intended to be exclusive, and a partys rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

9.7 Notices. Any notice required or permitted under this Agreement will be given pursuant to the terms of Section 11.9 of the Acquisition Agreement.

9.8 Construction of Agreement. The rules of construction described in Section 11.10 of the Acquisition Agreement also shall be applicable to this Agreement.

9.9 No Joint Venture. Nothing in this Agreement creates a joint venture or partnership between the parties. This Agreement does not authorize any party (a) to bind or commit, or to act as an agent, employee or legal representative of, another party, except as may be specifically set forth in other provisions of this Agreement, or (b) to have the power to control the activities and operations of another party. The parties are independent contractors with respect to each other under this Agreement. Each party agrees not to hold itself out as having any authority or relationship contrary to this Section 9.9.

9.10 Third Party Beneficiaries. Nothing in this Agreement, whether express or implied, shall: (a) confer third-party beneficiary rights upon any Transferred Employee or any other Person; (b) be construed as giving to any Transferred Employee or other Person any legal or equitable right against the Seller or the Purchaser or their Affiliates; (c) constitute a contract of

31 EMPLOYEE MATTERS AGREEMENT

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PROJECT AUGUSTA/CONFIDENTIAL DOCUMENT employment or give any Transferred Employee a right to be retained in the employ of either the Seller or the Purchaser or any of their Affiliates or a right to any particular terms or conditions of such employment, unless the Transferred Employee would otherwise have that right under applicable Law; (d) be interpreted to prevent or restrict the Purchaser or any of its Affiliates from modifying or terminating the employment or terms of employment of any Transferred Employee, including the amendment or termination of any benefit or compensation plan, program, policy, agreement or arrangement, after any applicable Closing Date; (e) limit the ability of the Purchaser or any of its Affiliates (including, following any applicable Closing Date, the Acquired Companies) to terminate the employment of any employee (including any Transferred Employee) or the engagement of any Contractor at any time and for any or no reason; or (f) be treated as an amendment or other modification of any Employee Benefit Plan or other compensation or benefit plan, program, policy, agreement or arrangement.

9.11 Employment Records. Subject to the requirements of HIPAA, data protection Laws, common law rights of privacy, and other applicable common law or statutory prohibitions: (a) prior to the Purchaser Employment Date, the parties will cooperate with respect to the transfer of employee data relating to the U.S. Employees and Non-U.S. Employees necessary to carry out their obligations set forth in this Agreement; (b) on the Purchaser Employment Date or as soon as practicable thereafter, the Seller will transfer to the Purchaser such employee data relating to the Transferred Employees as required by the Purchaser for the operation of the Business, except that the Seller will not be required to create records that it does not otherwise maintain or, unless it is necessary to do so in order to comply with applicable Law, provide data not customarily used in the Sellers own operations; and (c) after the Purchaser Employment Date, the parties will provide additional information to each other relating to the Transferred Employees or any person who subsequently becomes a Transferred Employee as required, in the case of the Purchaser, for the operation of the Purchasers business, or, in the case of either party, for the resolution of employee claims or compliance with legal obligations. In the case of subsections (b) and (c) above, the party providing the information shall be entitled to reimbursement for any out-of-pocket costs relating to such requests, provided that the party requesting the information has been given the opportunity in advance to approve such costs.

9.12 Employee Communications. The parties agree to cooperate with respect to any employee communications regarding any matters provided for herein. The parties further agree to coordinate in advance any formal meetings or presentations between U.S. Employees or Non-U.S. Employees and the Purchaser representatives and any Purchaser written employee communications to the extent that such formal meetings, presentations or written employee communications are scheduled to occur or to be distributed, as applicable, prior to the Purchaser Employment Date.

9.13 Remedies. The sole and exclusive remedy for (a) any breach of the covenants, (b) any breach of the Seller Representations or the Purchaser Representations, or (c) any Excluded Liabilities or Assumed Liabilities contained herein shall be as set forth in Article 8 of the Acquisition Agreement. The representations and warranties contained herein shall terminate in accordance with the terms of Section 8.4 of the Acquisition Agreement.

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9.14 Remedies Cumulative; Specific Performance. The provisions of Section 11.14 of the Acquisition Agreement concerning Cumulative Remedies and Specific Performance also shall apply to this Agreement.

(This space intentionally left blank)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth hereof.

Purchaser Seller

Zebra Technologies Corporation, a Delaware corporation Motorola Solutions, Inc., a Delaware corporation

By: /s/ Anders Gustafsson By: /s/ Michael Annes Name: Anders Gustafsson Name: Michael Annes Title: Chief Executive Officer Title: Senior Vice President

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TABLE OF SCHEDULES

Schedule Description A U.S. Employees B Non-U.S. Employees C U.S. Hired Employees D Non-U.S. Transferred Employees E Seller U.S. Plans F Seller Non-U.S. Plans G Purchaser U.S. Plans H Purchaser Non-U.S. Plans I Acquired Company Plans J Retention Agreements K Contractor Agreements L Affected Foreign National Employees

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EXECUTION VERSION

MORGAN STANLEY SENIOR FUNDING, INC. 1585 BROADWAY New York, New York 10036

CONFIDENTIAL

APRIL 14, 2014

Zebra Technologies Corporation 475 Half Day Road, Suite 500 Lincolnshire, IL 60069 Attention: Michael Smiley

Project Silver Commitment Letter

Ladies and Gentlemen: You have advised Morgan Stanley Senior Funding, Inc. (together with its affiliates, MSSF, we or us) that you intend to acquire (the Acquisition), directly and through one or more newly formed entities, from Motorola Solutions, Inc., a Delaware corporation (the Seller), the Sellers enterprise mobility business (the Acquired Business), and to consummate the other Transactions (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the Senior Facilities Term Sheet) or in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the Bridge Facility Term Sheet and, together with the Senior Facilities Term Sheet, the Term Sheets)).

You have further advised us that, in connection therewith, (a) the Borrower will obtain the senior secured credit facilities (the Senior Facilities) described in the Senior Facilities Term Sheet, in an aggregate principal amount of $2,250,000,000, and (b) the Borrower will (i) seek to issue $1,250,000,000 in aggregate principal amount of its senior unsecured notes (the Notes) in a Rule 144A or other private placement, minus the amount of up to $400,000,000 of net proceeds (the Preferred Stock Proceeds) received by Borrower from the issuance of mandatory convertible preferred stock prior to the Closing Date on terms reasonably acceptable to MSSF (the Preferred Stock), and (ii) to the extent the Borrower is unable to issue the Notes on or prior to the Closing Date or in the full amount of Notes referred to above, borrow up to $1,250,000,000 in aggregate principal amount (or such lesser amount by which the sum of (A) the amount of Notes referred to above and (B) the amount of Preferred Stock Proceeds is less than such amount) of senior unsecured loans under the senior unsecured credit facility (the Bridge Facility) described in the Bridge Facility Term Sheet. The Senior Facilities and the Bridge Facility are collectively referred to herein as the Facilities.

1. Commitments. In connection with the foregoing, MSSF is pleased to advise you of its commitment to provide the entire principal amount of the Facilities, upon the express terms of this commitment letter (including the Term Sheets and other attachments hereto, this Commitment Letter) and subject only to the satisfaction or waiver of the conditions expressly set forth in the section below entitled Conditions.

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2. Titles and Roles. You hereby appoint (a) MSSF to act, and MSSF hereby agrees to act, as a bookrunner and a lead arranger for the Facilities, and (b) MSSF to act, and MSSF hereby agrees to act, as sole administrative agent for the Senior Facilities1 and sole collateral agent for the Senior Facilities, in each case upon the terms expressly set forth in this Commitment Letter and in the Term Sheets and subject only to the satisfaction or waiver of the conditions expressly set forth in the section below entitled Conditions. MSSF, in such capacities, will perform the duties and exercise the authority customarily performed and exercised by it in such roles. You agree that MSSF will have left placement in any and all marketing materials or other documentation used in connection with the Facilities2. You further agree that no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in connection with the Facilities unless you and we shall so agree.

You may, on or prior to the date that is 10 business days after the date of this Commitment Letter, appoint up to seven additional agents, co-agents, lead arrangers, bookrunners, managers or arrangers (provided that no more than one such person may be appointed as a joint lead arranger and/or joint bookrunner) (any such agent, co-agent, lead arranger, bookrunner, manager or arranger, in each case together with any of its affiliates performing any such role or undertaking a commitment with respect to the Facilities, an Additional Committing Lender, and any such joint lead arrangers, together with MSSF, the Lead Arrangers) or confer other titles in respect of any Facility in a manner and with economics determined by you in consultation with the Lead Arrangers (it being understood that, to the extent you appoint Additional Committing Lenders or confer other titles in respect of any Facility, (x) each such Additional Committing Lender will assume a portion of the commitments of each Facility that is no less than pro rata to the percentage of economics allocated to such Additional Committing Lender (and MSSFs commitments with respect to such portion will be reduced ratably) and (y) the economics allocated to any other Additional Committed Lenders and MSSF in respect of the relevant Facilities will be reduced ratably by the amount of the economics allocated to such appointed entities upon the execution by such financial institution of customary joinder documentation); provided that (i) fees will be allocated to each such appointed entity on a pro rata basis in respect of the commitments it is assuming or on such other basis as you and the Lead Arrangers may agree and (ii) in no event shall (A) any Additional Committing Lender receive economics with respect to any Facility greater than that received by MSSF, or (B) MSSF be entitled to less than 50% of the economics of any of the Facilities.

3. Syndication. The Lead Arrangers reserve the right, prior to and/or after the execution of definitive documentation for the Facilities, to syndicate all or a portion of their respective commitments with respect to the Facilities to a group of banks, financial institutions and other institutional lenders (together with the Lead Arrangers, the Lenders) reasonably acceptable to you (such acceptance not to be unreasonably delayed); provided that, notwithstanding the Lead Arrangers

1 It is expected that another financial institution will be administrative agent with respect to the Revolving Facility. 2 It is expected that another financial institution will have lead left position with respect to the Revolving Facility.

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document right to syndicate such Facilities, and receive commitments with respect thereto, (a) no Lead Arranger will syndicate to (i) those banks, financial institutions or other persons separately identified in writing by you to us prior to the date hereof, (ii) bona fide competitors of you or your subsidiaries identified in writing by you to us from time to time, (iii) in the case of clauses (i) and (ii), affiliates of any such person that are reasonably identifiable on the basis of such affiliates name, by the name of such affiliates manager, sponsor, advisor or similar person or the name of such affiliates parent entity or fund family, or (iv) to Excluded Affiliates (as defined below) (collectively, the Disqualified Institutions) and no Disqualified Institutions may become Lenders or otherwise participate in the Facilities, and (b) notwithstanding the Lead Arrangers right to syndicate such Facilities and receive commitments with respect thereto, (i) no Lead Arranger shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Facilities on the date of the consummation of the Acquisition with the proceeds of the initial funding under the Facilities (the date of such funding, the Closing Date)) in connection with any syndication, assignment or participation of such Facilities, including its commitments in respect thereof, until after the Closing Date has occurred (and, in any event, no Lead Arranger shall assign its commitments with respect to more than 49% of the aggregate outstanding principal amount of loans under the Facilities originally committed to by such Lead Arranger without your prior written consent, (ii) no assignment or novation by any Lead Arranger shall become effective as between you and the Lead Arrangers with respect to all or any portion of any Lead Arrangers commitments in respect of the Facilities until the initial funding of the Facilities and (iii) unless you otherwise agree in writing, each Lead Arranger shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred.

We intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree to use your commercially reasonable efforts to assist the Lead Arrangers in completing a syndication reasonably satisfactory to you and the Lead Arrangers until the date that is the earlier of (a) the date that is 60 days after the Closing Date and (b) the date on which a Successful Syndication (as defined in the Fee Letter) is achieved (the Syndication Date). Such assistance shall include (i) your using commercially reasonable efforts to ensure that any syndication efforts benefit from your and the Borrowers existing lending and investment banking relationships and, to the extent reasonable and appropriate, the existing lending and investment banking relationships of the Acquired Business, (ii) cause direct contact between senior management, representatives and advisors of you and the Borrower (and, to the extent not in contravention of the Acquisition Agreement, your using commercially reasonable efforts to cause direct contact between senior management, representatives and advisors of the Acquired Business) and the proposed Lenders at mutually agreed upon times, (iii) assist (and, to the extent not in contravention of the Acquisition Agreement, use commercially reasonable efforts to cause the Acquired Business to assist) in the preparation of a customary Confidential Information Memorandum for each of the Facilities and other customary and reasonably available marketing materials to be used in connection with the syndication (the Information Materials), (iv) provide or cause to be provided a detailed business plan or projections of the Borrower and its subsidiaries (including the Acquired Business) for the years 2014 through 2020 and for the eight quarters beginning with the second quarter of the Borrowers fiscal year 2014, in each case in a form and substance reasonably satisfactory to the Lead Arrangers (the Projections) in connection with the syndication of the Facilities, (v) prior to the launch of the syndication, your using commercially reasonable efforts to obtain a public corporate credit rating from Standard & Poors Ratings Service (S&P) and a public corporate family rating from Moodys Investors Service, Inc. (Moodys), in each case with respect to the Borrower, and public ratings for each of the Facilities and the Notes from each of S&P and

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Moodys, and (vi) host, with the Lead Arrangers, not more than two meetings of prospective Lenders at times and locations to be mutually agreed. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, neither the compliance with any of the provisions of this Commitment Letter (other than Exhibit C attached hereto) nor the commencement or completion of the syndication of the Facilities nor the obtaining of the ratings referenced above, shall constitute a condition precedent to the commitments hereunder or to the funding of the applicable Facility on the Closing Date. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any attorney-client privilege, law, rule or regulation, or any obligation of confidentiality binding on you, the Acquired Business or your or its respective affiliates and the only financial statements that shall be required to be provided to the Lead Arrangers in connection with the syndication of the Facility shall be those required to be delivered pursuant to clauses (3) and (4) of Exhibit C hereto.

You agree, at the request of the Lead Arrangers, to assist in the preparation of a version of the Confidential Information Memorandum to be used in connection with the syndication of the Facilities, consisting exclusively of information and documentation that is either (a) publicly available (or customarily contained in any offering memorandum for the Notes) or (b) not material with respect to the Borrower and its subsidiaries or the Acquired Business or any of your or their respective securities for purposes of United States Federal and state securities laws assuming such laws are applicable to you, the Acquired Business or your or its respective subsidiaries (all such Information Materials being Public Lender Information). Any information and documentation that is not Public Lender Information is referred to herein as Private Lender Information. Before distribution of the Confidential Information Memorandum, you agree to execute and deliver to the Lead Arrangers (i) a customary authorization letter in which you authorize distribution of the Confidential Information Memorandum to Lenders employees willing to receive Private Lender Information and (ii) a separate letter in which you authorize distribution of Information Materials containing solely Public Lender Information and represent that such Information Materials do not contain any Private Lender Information, which letter shall, in the case of this clause (ii), include a customary 10b-5 representation (subject, in the case of Information Materials pertaining to the Acquired Business, to the actual knowledge of an executive officer or other officer, in each case, involved in the Transactions). You further agree that each document to be disseminated by the Lead Arrangers to any Lender in connection with the Facilities will, at the request of the Lead Arrangers, be identified by you as either (A) containing Private Lender Information or (B) containing solely Public Lender Information; provided that in the absence of any such identification or in the absence of express identification of Information Materials as PUBLIC, all Information Materials shall be deemed to contain Private Lender Information. You acknowledge that the following documents contain solely Public Lender Information (unless you notify us prior to their intended distribution that any such document contains Private Lender Information): (1) drafts and final definitive documentation with respect to the Facilities (excluding, if applicable, any specifically identified confidential schedules thereto); (2) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda); and (3) notification of changes in the terms of the Facilities. If you advise us in writing (including by email) within a reasonable time prior to their intended distributions (after you have been given a reasonable opportunity to review such documents) that any of the foregoing items should be distributed only to private Lenders, then the Lead Arrangers will not distribute such materials to public Lenders without your consent.

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Lead Arrangers will manage all aspects of the syndication in consultation with you, including decisions as to the selection of institutions (subject to your consent (such consent not to be unreasonably withheld or delayed) and excluding Disqualified Institutions) to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders, any naming rights and the amount and distribution of fees among the Lenders (subject to your right to allocate commitments and consent rights, as described above).

4. Information. You hereby represent and warrant that (a) (to the actual knowledge of an executive officer or other officer, in each case, involved in the Transactions insofar as it applies to information concerning the Acquired Business, its subsidiaries and their respective businesses) all written information concerning you, the Borrower, the Acquired Business and your and their respective subsidiaries and businesses (other than the Projections, estimates, budgets, other forward-looking information and information of a general economic or industry nature) that has been or will be made available by you or on your behalf to any Lead Arranger in connection with the Transactions (the Information), taken as a whole (and, in the case of information related to the Acquired Business and its subsidiaries and their respective businesses, to the actual knowledge of an executive officer or other officer, in each case, involved in the Transactions) is or will be, when furnished and taken as a whole, correct in all material respects and does not or will not, when furnished and taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto) and (b) the Projections contained in the Confidential Information Memorandum will be prepared in good faith based upon assumptions believed by you to be reasonable at the time of delivery thereof based on information provided by the Acquired Business or its representatives; it being recognized by the Lead Arrangers that such Projections (i) are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ from the projected results and such differences may be material) and (ii) are not a guarantee of performance. You agree that if at any time prior to the later of (i) the Closing Date and (ii) the completion of a Successful Syndication, you have become aware that any of the representations in the preceding sentence would be incorrect in any material respect (to the actual knowledge of an executive officer or other officer, in each case, involved in the Transactions insofar as it applies to information concerning the Acquired Business, its subsidiaries and their respective businesses), if the Information and Projections were being furnished at such time, and such representations were being made, at such time, then you will (and will use your commercially reasonable efforts with respect to Information and Projections concerning the Acquired Business, its subsidiaries and their respective businesses) promptly supplement the Information and the Projections such that such representations will be correct in all material respects (to the actual knowledge of an executive officer or other officer, in each case, involved in the Transactions insofar as it applies to information concerning the Acquired Business, its subsidiaries and their respective businesses) under those circumstances. In arranging and syndicating the Facilities, we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5. Fees. As consideration for the Lead Arrangers commitments hereunder, and our agreements to perform the services described herein, you agree to pay (or to cause to be paid) to the Lead Arrangers the fees set forth in this Commitment Letter and in the Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the Fee Letter).

6. Conditions Precedent. The Lead Arrangers commitments hereunder, and our agreements to perform the services described herein, are subject to only the conditions set forth in (i) with respect to the Senior Facilities, the section entitled Conditions Precedent to Initial Borrowing in Exhibit A hereto, (ii) with respect to the Bridge Facility, the section entitled Conditions Precedent to Borrowing in Exhibit B hereto and (iii) Exhibit C hereto, and upon the satisfaction (or waiver by the Lead Arrangers) of such conditions, the initial funding of the Facilities shall occur (except to the extent of the amount of the gross proceeds of the Notes, to the extent Notes are issued in lieu of the Bridge Facility or a portion thereof); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of the Commitment Letter, the Fee Letter and the definitive documentation for the Facilities, other than those that are expressly stated in clauses (i) through (iii) above.

Notwithstanding anything in this Commitment Letter (including each of the exhibits hereto), the Fee Letter or the definitive documentation for the Facilities or any other agreement or undertaking related to the financing of the Transactions to the contrary, (a) the only representations and warranties the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (i) such of the representations made by or on behalf of the Seller or the Acquired Business and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you have (or an affiliate of yours has) the right to terminate your (or its) obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement (the Specified Acquisition Agreement Representations) and (ii) the Specified Representations (as defined below) and (b) the terms of the definitive documentation for the Facilities shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the conditions set forth (i) with respect to the Senior Facilities, in the section entitled Conditions Precedent to Initial Borrowing in Exhibit A hereto, (ii) with respect to the Bridge Facility, in the section entitled Conditions Precedent to Borrowing in Exhibit B hereto and (iii) in Exhibit C attached hereto are satisfied or waived (it being understood that to the extent any lien search, delivery of evidence of insurance, delivery of any guarantee or Collateral or any security interests therein (including the creation or perfection of any security interest) (other than (x) grants of Collateral subject to the Uniform Commercial Code that may be perfected by the filing of Uniform Commercial Code financing statements and (y) the delivery of stock certificates for certificated stock of the Borrowers material domestic subsidiaries that are part of the Collateral) is or cannot be provided or perfected on the Closing Date after your use of commercially reasonable efforts to do so, without undue burden or expense, the delivery of such lien search, evidence of insurance, guarantee and/or Collateral (and perfecting of security interests therein) shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall (x) with respect to execution and delivery of guarantees by Subsidiary Guarantors (as defined in Exhibit A), be delivered as promptly as commercially reasonably practicable upon organizational authorization thereof, which authorization shall be done as promptly as commercially reasonably practicable following the consummation of the Acquisition and the initial funding of the Senior Secured Facilities and (y) with respect to all other actions specified herein, be required to be delivered as promptly as

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document commercially reasonably practicable following the Closing Date, but in any event within 90 days after the Closing Date (or such later date as may be reasonably agreed by the Borrower and the Administrative Agent) pursuant to arrangements to be mutually agreed). For purposes hereof, Specified Representations means the representations and warranties made by the Borrower and the Subsidiary Guarantors, as applicable, set forth in the Term Sheets relating to organizational existence of the Borrower and the Subsidiary Guarantors, corporate power and authority, due authorization, execution and delivery, in each case as they relate to the entering into and performance of the definitive documentation for the Facilities, the enforceability of such documentation, Federal Reserve margin regulations; the PATRIOT Act; the Investment Company Act; use of proceeds not in violation of FCPA or OFAC, no conflicts between the definitive documentation for the Facilities and the organization documents of the Loan Parties, as it relates to the entering into and performance of the definitive documentation for the Facilities; solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its restricted subsidiaries on a consolidated basis (with solvency being determined in a manner described in Exhibit D attached hereto); and, subject to the parenthetical in the immediately preceding sentence, creation and perfection of security interests in the Collateral; provided that the creation and perfection of security interests in the Collateral shall not be a Specified Representation with respect to the Bridge Facility. Notwithstanding anything to the contrary contained herein, to the extent any of the Specified Acquisition Agreement Representations or the Specified Representations are qualified by or subject to material adverse effect, the definition thereof shall be Material Adverse Effect, as defined in the Acquisition Agreement (Company Material Adverse Effect) for purposes of any representations and warranties made or to be made on, or as of, the Closing Date. This paragraph, and the provisions herein, shall be referred to as the Certain Funds Provision.

7. Indemnification; Expenses. You agree to indemnify and hold harmless the Lead Arrangers and their respective officers, directors, employees, agents, advisors, representatives, controlling persons, members and successors and assigns, it being understood that in no event will this indemnity apply to any Lead Arranger in its capacity as (a) a financial advisor to the Acquired Business or the Sellers in connection with the Acquisition or any other potential acquisition of or by the Acquired Business or its affiliates or (b) as a co-investor in the Transactions or any potential acquisition of or by the Company or its affiliates (collectively, the Indemnified Persons and each individually an Indemnified Person) from and against any and all actual losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Transactions or the Facilities or any claim, litigation, investigation or proceeding (any of the foregoing, an Proceeding) relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by the Acquired Business or any of their respective affiliates or equity holders), and to reimburse each such Indemnified Person within 30 days after receipt of a written request (together with reasonably detailed backup documentation supporting such reimbursement request) for any reasonable and documented legal or other out-of-pocket expenses of one firm of counsel for all Indemnified Persons (taken as a whole) (and (x) if necessary, one firm of local counsel in each relevant material jurisdiction and (y) solely in the case of an actual conflict of interest, one additional firm of counsel as necessary to the affected Indemnified Persons taken as a whole), but no other third-party advisors without your prior consent, incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they are found in a final, non-appealable judgment of a court of competent jurisdiction to

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document have resulted primarily from the (A) willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its Related Indemnified Persons, (B) any material breach of the obligations of such Indemnified Person or any of its affiliates or related parties under this Commitment Letter, the Term Sheets or the Fee Letter or (C) any claim, litigation, investigation or proceeding that does not involve an act or omission by you or any of your subsidiaries and that is brought by an Indemnified Person against any other Indemnified Person other than any claim, litigation, investigation or proceeding against the relevant Indemnified Person in its capacity or in fulfilling its role as an agent, arranger or similar role under any of the Facilities. Each Indemnified Person agrees (by accepting the benefits hereof) to refund and return any and all amounts paid by you to such Indemnified Person in respect of losses, claims, damages, liabilities or expenses paid by you to such Indemnified Person that are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from any of the circumstances described in clauses (A), (B) or (C) of the foregoing sentence. For purposes hereof, a Related Indemnified Person of any Indemnified Person shall include (a) any controlling person or controlled affiliate of such Indemnified Person, (b) the respective directors, officers or employees of such Indemnified Person or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnified Person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnified Person, controlling person or controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Commitment Letter and the Facilities.

In addition, you agree to reimburse the Lead Arrangers from time to time, upon presentation of an invoice, for all reasonable and documented out-of-pocket expenses of the Lead Arrangers (including, but not limited to, reasonable and documented out-of-pocket expenses of the Lead Arrangers due diligence investigation, consultants fees (to the extent any such consultant has been hired with your prior consent (not to be unreasonably withheld or delayed)), syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel identified in the Term Sheets, but in the case of legal fees and expenses, limited to the reasonable fees and reasonable documented out-of-pocket expenses of Davis Polk & Wardwell LLP as legal counsel and one firm of local counsel in each applicable material jurisdiction) incurred in connection with the preparation, negotiation or enforcement of this Commitment Letter, the Fee Letter, the definitive documentation for the Facilities and any ancillary documents and security arrangements in connection therewith.

You agree that, notwithstanding any other provision of this Commitment Letter, no party hereto shall have any liability (whether direct or indirect, in contract or tort or otherwise) arising out of, related to or in connection with any aspect of the Transaction, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages. You shall not be liable for any settlement of Proceedings effected without your consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent or if there is a final judgment against an Indemnified Person in any such Proceedings, you agree to indemnify and hold harmless each Indemnified Person from and against any and all actual losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the preceding paragraph. You shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnified Person.

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In case any Proceeding is instituted involving any Indemnified Person for which indemnification is to be sought hereunder by such Indemnified Person, then such Indemnified Person will promptly notify you of the commencement of any Proceeding; provided however that the failure so to notify you will not relieve you from any liability that you may have to such Indemnified Person other than pursuant to this Indemnity; Expenses section or from any liability that you may have to such Indemnified Person other than pursuant to this Indemnity; Expenses section, except to the extent that you are materially prejudiced by such failure. Notwithstanding the above, following such notification, you may elect in writing to assume the defense of such Proceeding, and, upon such election, you will not be liable for any legal costs subsequently incurred by such Indemnified Person (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) you have failed to provide counsel reasonably satisfactory to such Indemnified Person in a timely manner, (ii) counsel provided by you reasonably determines that its representation of such Indemnified Person would present it with a conflict of interest or (iii) the Indemnified Person reasonably determines that there are actual conflicts of interest between you and the Indemnified Person, including situations in which there may be legal defenses available to it which are different from or in addition to those available to you. In connection with any one Proceeding, you will not be responsible for the fees and expenses of more than one separate law firm for all Indemnified Persons plus additional conflicts and local counsel as provided herein.

8. Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities. You acknowledge that the Lead Arrangers may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein or otherwise; provided that the Lead Arrangers and their affiliates shall not provide any such services to any other person or entity in connection with such person or entitys proposed acquisition of the Acquired Business. None of the Lead Arrangers and their affiliates will use confidential information obtained from you, the Borrower or the Acquired Business by virtue of the transactions contemplated by this Commitment Letter or any of their other respective relationships with you, the Borrower or the Acquired Business in connection with the performance by them and their respective affiliates of services for other persons or entities, and, consistent with the policy of the Lead Arrangers to hold in confidence the affairs of their customers, the Lead Arrangers and their affiliates will not furnish any such information to other such persons or entities. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us from other companies.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Lead Arrangers is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Lead Arrangers have advised or are advising you on other matters, (b) the Lead Arrangers, on the one hand, and you, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Lead Arrangers, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Lead Arrangers are engaged in a broad range of transactions that may involve interests that differ from your interests (except as otherwise provided herein) and that the

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Lead Arrangers have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship and (e) you waive, to the fullest extent permitted by law, any claims you may have against the Lead Arrangers for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Lead Arrangers shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your equity holders, employees or creditors. Additionally, you acknowledge and agree that the Lead Arrangers are not advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction (including, without limitation, with respect to any consents needed in connection with the transactions contemplated hereby). You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby (including, without limitation, with respect to any consents needed in connection therewith), and the Lead Arrangers shall have no responsibility or liability to you with respect thereto. Any review by the Lead Arrangers of the Borrower, the Acquired Business, the Transactions, the other transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Lead Arrangers and shall not be on behalf of you or any of your affiliates.

You further acknowledge that each of the Lead Arrangers is a full-service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Lead Arranger may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of you, the Borrower, the Acquired Business and other companies with which you, the Borrower or the Acquired Business may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any such Lead Arranger or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

9. Assignments; Amendments; Governing Law, Etc. This Commitment Letter shall not be assignable by any party hereto (except by you to the ultimate Borrower or one or more of your affiliates that is a newly formed entity in connection with the Transactions, including any foreign subsidiary or foreign affiliate reasonably acceptable to MSSF) without the prior written consent of the other parties hereto (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). Any and all obligations of, and services to be provided by, MSSF hereunder (including, without limitation, MSSFs commitment) may be performed and any and all rights of MSSF hereunder may be exercised by or through any of its affiliates (other than an Excluded Affiliate) or branches and, in connection with such performance or exercise, MSSF may exchange with such affiliates or branches information concerning you and your affiliates that may be the subject of the transactions contemplated hereby and, to the extent so employed, such affiliates and branches shall be entitled to the benefits afforded to MSSF hereunder and shall be bound by the provisions of Section 12. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Lead Arrangers and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference only, are not part of this Commitment Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. You acknowledge that information and documents relating to the Facilities may be transmitted through SyndTrak, Intralinks, the Internet, e-mail or similar electronic transmission systems, and that no Lead Arranger shall be liable for any damages arising from the unauthorized use by others of information or documents transmitted in such manner except to the extent such damages are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the willful misconduct, bad faith or gross negligence of such Lead Arranger (it being understood that actions consistent with industry practice in the leveraged lending market shall not constitute gross negligence, bad faith or willful misconduct). The Lead Arrangers may, with your prior consent (not to be unreasonably withheld or delayed), place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or World Wide Web as it may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a tombstone or otherwise describing the names of you, the Borrower and your and its affiliates (or any of them), and the amount, type and closing date of such Transactions, all at the expense of the Lead Arrangers. This Commitment Letter and the Fee Letter supersede all prior or simultaneous understandings, whether written or oral, between us with respect to the Facilities. THIS COMMITMENT LETTER AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS COMMITMENT LETTER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN IN DETERMINING (A) THE INTERPRETATION OF A COMPANY MATERIAL ADVERSE EFFECT AND WHETHER A COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED, (B) THE ACCURACY OF ANY SPECIFIED ACQUISITION AGREEMENT REPRESENTATION AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU HAVE THE RIGHT (WITHOUT REGARD TO ANY NOTICE REQUIREMENT) TO TERMINATE YOUR OBLIGATIONS (OR TO REFUSE TO CONSUMMATE THE ACQUISITION) UNDER THE ACQUISITION AGREEMENT AND (C) WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT (IN EACH CASE WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF DELAWARE.

10. Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Commitment Letter, the Term Sheets, the Fee Letter or the transactions contemplated hereby or thereby, and agrees that all claims in respect of any such suit, action or proceeding may be heard and determined only in such New York State court or, to the extent permitted by law, in such Federal court; provided that suit for the recognition or enforcement of any judgment obtained in any such New York State or Federal court may be brought in any other court of competent jurisdiction, (b) waives, to the fullest extent it may legally and effectively do so, any objection

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Term Sheets, the Fee Letter or the transactions contemplated hereby or thereby in any New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail addressed to you at the address above shall be effective service of process against you for any suit, action or proceeding brought in any such court.

11. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) THE RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, THE TERM SHEETS, ANY FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

12. Confidentiality. This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance, nor the activities of the Lead Arrangers pursuant hereto, shall be disclosed to any other person without our prior written approval (which may include through electronic means) except that you may disclose (a) this Commitment Letter, the Term Sheets and the Fee Letter and the contents hereof and thereof (i) to your and the Borrowers respective officers, directors, agents, employees, affiliates, members, partners, controlling persons, attorneys, accountants and advisors directly involved in the consideration of this matter on a confidential and need to know basis or (ii) as required by applicable law, compulsory legal process, pursuant to the order of any court or administrative agency in any pending legal, judicial or administrative proceeding or to the extent required by governmental and/or regulatory authorities or pursuant to the order of any court or administrative agency in any pending legal, judicial or administrative proceeding (in which case you agree to inform us promptly thereof prior to such disclosure, to the extent lawfully permitted to do so), (b) this Commitment Letter, the Term Sheets, the Fee Letter and the contents hereof and thereof to the Acquired Business, the Sellers and their respective officers, directors, agents, employees, affiliates, members, partners, controlling persons, agents, attorneys, accountants and advisors, in each case in connection with the Transactions and on a confidential and need to know basis (provided that any such disclosure of the Fee Letter or the contents thereof shall be subject to redaction of the fee amounts, the economic provisions of the securities demand provisions contained therein and the market flex provisions (other than the price flex provisions) contained therein in a manner reasonably acceptable to the Lead Arrangers), (c) the existence and contents of the Term Sheets to any rating agency, (d) the existence and contents of this Commitment Letter and the Term Sheets to a potential Lender in connection with the Transactions on a confidential and need to know basis, (e) the aggregate fee amounts contained in the Fee Letter as part of projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials or in any public filing relating to the Transactions, (f) the existence and contents of this Commitment Letter and the Term Sheets in any proxy, public filing, prospectus, offering memorandum, offering circular, syndication materials or other

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document marketing materials in connection with the Acquisition or the financing thereof, and (g) in connection with any remedy or enforcement of any right under the Commitment Letter; provided that the foregoing restrictions shall cease to apply after the definitive documentation for the Facilities shall have been executed and delivered by the parties thereto (other than in respect of the Fee Letter and the contents thereof).

Each Lead Arranger agrees to keep confidential, and not to publish, disclose or otherwise divulge, information obtained from or on behalf of you, the Acquired Business or your or their respective affiliates in the course of the transactions contemplated hereby, except that the Lead Arrangers shall be permitted to disclose such confidential information (a) in consultation with you, the existence and contents of the Term Sheet to rating agencies, (b) to their respective directors, officers, agents, employees, attorneys, accountants and advisors, and to their respective affiliates involved in the Transactions (other than Excluded Affiliates) who are made aware of and agree to comply with the provisions of this paragraph, in each case on a confidential basis, (c) on a confidential basis to any bona fide potential Lender, prospective participant or swap counterparty (in each case, other than a Disqualified Institution and other persons to whom you have affirmatively declined to consent to the syndication or assignment thereto prior to the disclosure of such confidential information to such person) that agrees to keep such information confidential in accordance with the provisions of this paragraph (or language substantially similar to this paragraph that is reasonably acceptable to you) for the benefit of you, (d) as required by the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, regulation or compulsory legal process (in which case we agree to use commercially reasonable efforts to inform you promptly thereof to the extent lawfully permitted to do so (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority)), (e) to the extent requested by any bank regulatory authority having jurisdiction over a Lead Arranger (including in any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority), (f) to the extent such information: (i) becomes publicly available other than as a result of a breach of this Commitment Letter, the Term Sheets, the Fee Letter or other confidential or fiduciary obligation owed by such Lead Arranger to you, the Acquired Business or their respective affiliates or (ii) becomes available to the Senior Arrangers on a non-confidential basis from a source other than you or on your behalf that, to such Lead Arrangers knowledge, is not in violation of any confidentiality obligation owed to you, the Acquired Business or your or their respective affiliates, (g) to the extent you shall have consented to such disclosure in writing (which may include through electronic means) (such consent not to be unreasonably withheld or delayed), (h) in protecting and enforcing the Lead Arrangers rights with respect to this Commitment Letter, (i) for purposes of establishing any defense available under securities laws, including, without limitation, establishing a due diligence defense or (j) to the extent independently developed by such Lead Arranger without reliance on confidential information; provided that, no such disclosure shall be made to any affiliates that are engaged in the sale of the Acquired Business and its subsidiaries, including through the provision of advisory services (the Excluded Affiliates) other than a limited number of senior employees who are required, in accordance with industry regulations or the Lead Arrangers internal policies and procedures, to act in a supervisory capacity and the Lead Arrangers internal legal, compliance, risk management, credit or investment committee members. The Lead Arrangers and their affiliates, if any, obligations under this paragraph shall terminate automatically to the extent superseded by the confidentiality provision in the Facilities Documentation upon the effectiveness thereof and, in any event will terminate on the date that is one year from the date hereof.

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Notwithstanding anything herein to the contrary, any party to this Commitment Letter (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Commitment Letter and the Fee Letter and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to this Commitment Letter or the Fee Letter and (ii) no party shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter and the Fee Letter is the purported or claimed U.S. Federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions.

13. Surviving Provisions. The compensation, reimbursement, indemnification, confidentiality, syndication, jurisdiction, governing law and waiver of jury trial provisions contained herein and in the Fee Letter and the provisions of Section 8 of this Commitment Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and (other than in the case of the syndication provisions) notwithstanding the termination of this Commitment Letter or the Lead Arrangers commitments hereunder and our agreements to perform the services described herein; provided that your obligations under this Commitment Letter as specified herein, shall, to the extent covered by the definitive documentation relating to the Facilities, automatically terminate and be superseded by the applicable provisions contained in such definitive documentation upon the occurrence of the Closing Date, and you shall automatically be released from all liability in connection therewith at such time. You may terminate (on a pro rata basis among the Lead Arrangers) the Lead Arrangers commitments hereunder at any time subject to the provisions of the preceding sentence.

14. PATRIOT Act Notification. The Lead Arrangers hereby notify you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the PATRIOT Act), each Lead Arranger and each Lender is required to obtain, verify and record information that identifies the Borrower and each guarantor, which information includes the name, address, tax identification number and other information regarding the Borrower and each guarantor that will allow such Lead Arranger or such Lender to identify the Borrower and each guarantor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each Lead Arranger and each Lender. You hereby acknowledge and agree that the Lead Arrangers shall be permitted to share any or all such information with the Lenders.

15. Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on April 14, 2014. The Lead Arrangers offer hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that the Lead Arrangers have not

Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document received such executed counterparts in accordance with the immediately preceding sentence. This Commitment Letter will become a binding commitment on the Lead Arrangers only after it has been duly executed and delivered by you in accordance with the first sentence of this Section 15. In the event that (a) the Closing Date does not occur on or before 11:59 p.m., New York City time, on April 13, 2015, (b) the Acquisition closes without the use of the Facilities (and, with respect to the Bridge Facility, unless Notes are issued in lieu of the Bridge Facility) (in each case, as to such Facility) or (c) the Acquisition Agreement is validly terminated prior to the closing of the Acquisition, then this Commitment Letter and the Lead Arrangers commitments hereunder, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless the Lead Arrangers shall, in its discretion, agree to an extension; provided that the termination of any commitment pursuant to this sentence does not prejudice your rights and remedies in respect of any breach of this Commitment Letter.

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Commitment Letter

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Lead Arrangers are pleased to have been given the opportunity to assist you in connection with the financing for the Acquisition.

Very truly yours,

MORGAN STANLEY SENIOR FUNDING, INC.

By: /s/ Andrew W. Earls Name: Andrew W. Earls Title: Vice President

Accepted and agreed to as of the date first above written:

ZEBRA TECHNOLOGIES CORPORATION

By: /s/ Michael C. Smiley Name: Michael C. Smiley Title: Chief Financial Officer

Commitment Letter

CONFIDENTIAL

Project Silver $2,250,000,000 Senior Secured Credit Facilities Summary of Principal Terms and Conditions

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the commitment letter and the other Exhibits attached to the commitment letter to which this Exhibit A is attached (the Commitment Letter). In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

Borrower: Zebra Technologies Corporation, a Delaware corporation (the Borrower). The Borrower intends to acquire (the Acquisition) the enterprise mobility business of Motorola Solutions, Inc. (the Seller) pursuant to a master acquisition agreement (the Acquisition Agreement) to be entered into among the Borrower, one or more new entities formed by the Borrower for purposes of completing such Acquisition, and the Seller. In connection with the Acquisition, (a) the Borrower will acquire the Acquired Business from the Seller, (b) the Borrower will obtain the senior secured credit facilities described below under the caption Senior Facilities, (c) the Borrower will (i) seek to issue up to $1,250,000,000 in aggregate principal amount of its notes (the Notes) in a Rule 144A or other private placement, minus the amount of Preferred Stock Proceeds, and (ii) to the extent the Transactions: Borrower is unable to issue the Notes on or prior to the date the Acquisition is consummated or in the full amount contemplated above, borrow up to $1,250,000,000 in aggregate principal amount (or such lesser amount by which the sum of (A) the amount of Notes referred to above and (B) the amount of Preferred Stock Proceeds is less than such amount) of senior unsecured loans (the Bridge Loans) under a new senior unsecured credit facility (the Bridge Facility), (d) certain of the existing indebtedness of the Acquired Business and its subsidiaries outstanding as of the Closing Date (the Existing Debt) shall be repaid and (e) fees and expenses incurred in connection with the foregoing (the Transaction Costs) will be paid. The transactions described in this paragraph are collectively referred to herein as the Transactions.

Senior Facilities Term Sheet

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Morgan Stanley Senior Funding, Inc. (MSSF), will act as sole administrative agent (the Agent) for a syndicate of banks, financial institutions and other Administrative Agent: institutional lenders (excluding Disqualified Institutions) (together with MSSF, the Lenders), and will perform the duties customarily associated with such roles MSSF will act as a bookrunner and lead arranger for the Senior Facilities described below (collectively, in such capacities, the Lead Arranger, and, together with the Bookrunners and Lead Arrangers: Additional Committing Lenders or their respective affiliates acting as additional arrangers pursuant to the Commitment Letter, the Lead Arrangers), and will perform the duties customarily associated with such roles. At the option of the Lead Arranger and with the consent of the Borrower, one or Collateral Agent: more financial institutions identified by the Lead Arranger (in such capacity, the Collateral Agent) for both the Term Facility and the Revolving Facility. At the option of the Lead Arranger and with the consent of the Borrower, one or Syndication Agent: more financial institutions identified by the Lead Arranger (in such capacity, the Syndication Agent). At the option of the Lead Arranger and with the consent of the Borrower, one or Documentation Agent: more financial institutions identified by the Lead Arranger (in such capacity, the Documentation Agent). A senior secured term loan facility in an aggregate principal amount of Senior Facilities: (A) $2,000,000,000 (the Term Facility); the loans under the Term Facility (the Term Loans). (B) A senior secured revolving credit facility in an aggregate principal amount of $250,000,000 (the Revolving Facility and, together with the Term Facility, the Senior Facilities), of which up to an aggregate amount to be agreed upon will be available through a subfacility in the form of letters of credit. The Revolving Facility will be available in U.S. Dollars and certain foreign currencies to be agreed.

Senior Facilities Term Sheet

A-2

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A Lender under the Revolving Facility that agrees to act as swingline lender and who is reasonably acceptable to the Borrower and the Agent (in such capacity, the Swingline Lender) will make available to the Borrower a swingline facility under which the Borrower may make short-term borrowings of up to an aggregate amount to be agreed upon. Any such swingline borrowings will reduce availability under the Revolving Facility on a dollar-for-dollar basis. Each Lender under the Revolving Facility shall, promptly upon request by the Swingline Lender, fund to the Swingline Lender its pro rata share of any swingline borrowings. The Borrower shall be entitled, subject to satisfaction of the following conditions, on one or more occasions (in each case in an aggregate principal or committed amount not less than $5,000,000) to incur additional term loans (the Additional Term Loans) under the Term Facility or under a new term loan facility to be included in the Senior Facilities (except as noted below) (each, an Incremental Term Facility) and/or increase commitments under the Revolving Facility and/or one or more new tranches of revolving credit facilities (any such increase, an Incremental Revolving Facility; the Incremental Term Facilities and the Incremental Revolving Facilities are collectively referred to as the Incremental Facilities) in an aggregate principal amount of (1) $300,000,000 plus (2) all voluntary prepayments and commitment reductions of the Senior Facilities (excluding any such voluntary prepayments of Incremental Facilities to the extent Incremental Term and Revolver: such Incremental Facilities were incurred pursuant to clause (3) hereof) plus (3) an unlimited amount so long as such amount at such time could be incurred without causing the pro forma Consolidated Total Secured Net Leverage Ratio (as defined below) to exceed the Consolidated Total Secured Net Leverage Ratio (as defined below) in effect on the Closing Date (assuming for purposes of this calculation that (x) all additional amounts under the Incremental Facilities and the Incremental Notes (as defined below) are senior secured for this purpose, (y) the full committed amount of any Incremental Revolving Facility or Incremental Notes shall be treated as outstanding for such purpose and cash proceeds of any such Incremental Facilities and Incremental Notes shall not be netted from indebtedness for purposes of calculating compliance with such Consolidated Total Secured Net Leverage provided that to the extent the proceeds of any; Ratio

Senior Facilities Term Sheet

A-3

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document such Incremental Facility or Incremental Notes are to be used to repay indebtedness, it shall not limit the Borrowers ability to give pro forma effect to such repayment of indebtedness and (z) and all other appropriate pro forma adjustments) on terms agreed by the Borrower and the lender(s) providing the respective Incremental Facility) (of which not more than $150,000,000 may be in the form of Incremental Revolving Facilities), provided that (i) any Incremental Revolving Facility shall be subject to substantially the same terms and conditions (other than pricing, fees, maturity and other immaterial terms which shall be determined by the Borrower and the lenders providing such Incremental Revolving Facility) as the Revolving Facility; provided that the final maturity of such Incremental Revolving Facility may be the same or later (but not sooner) than the final stated maturity date applicable to the then existing Revolving Facility, (ii) no event of default exists or would exist immediately after giving effect thereto, subject to customary Sungard limitations to the extent the proceeds of any Incremental Facility are being used to finance an acquisition or any other permitted investment, (iii) loans to be made under an Incremental Term Facility (each, an Incremental Term Loan), or Incremental Revolving Facility shall be subject to the terms as determined by the Borrower and the lenders providing such Incremental Facility, except that, unless such Incremental Term Loans are made a part of the Term Facility (in which case all terms thereof shall be identical to those of such Term Facility) or such Incremental Revolving Facility is made part of the Revolving Facility (in which case all terms thereof shall be identical to those of the Revolving Facility), (a) the effective margin applicable to the respective Incremental Term Loans or Incremental Revolving Facility, as applicable (which, for such purposes only, shall be deemed (x) to include all upfront or similar fees or original issue discount (amortized over the shorter of (1) the weighted average life to maturity of such loans and (2) four years) payable to all Lenders providing such Incremental Term Loans or Incremental Revolving Facility, as applicable, (y) if the Incremental Term Loans or Incremental Revolving Facility, as applicable, include an interest rate floor greater than the applicable interest rate floor under the initial Term Loans or initial Revolving Loans, as applicable, such differential between interest rate floors shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the

Senior Facilities Term Sheet

A-4

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document interest rate margin under the initial Term Loans or the initial Revolving Loans, as applicable, shall be required, but only to the extent an increase in the interest rate floor in the initial Term Loans or the initial Revolving Loans, as applicable, would cause an increase in the interest rate then in effect thereunder, and in such case, the interest rate floor (but not the interest rate margin) applicable to the initial Term Loans or the initial Revolving Loans, as applicable, shall be increased to the extent of such differential between interest rate floors and (z) shall exclude structuring, arrangement or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Term Loans or in respect of such Incremental Revolving Facility) determined as of the initial funding date for such Incremental Term Loans or Incremental Revolving Facility may exceed the effective margin applicable to the initial Term Loans or the initial Revolving Loans, as applicable (determined on the same basis as provided in the preceding parenthetical) by up to (but not more than) 0.50% (all adjustments made pursuant to this clause (iii)(a), the MFN Adjustment); provided that if any Incremental Term Loan or Incremental Revolving Facility, as applicable, is incurred more than 12 months after the Closing Date, the MFN Adjustment shall not apply, (b) the final stated maturity date for such Incremental Term Loans may be the same or later (but not sooner) than the final stated maturity date applicable to the then existing Term Loans, (c) the amortization requirements for such Incremental Term Loans may differ, so long as the weighted average life to maturity of such Incremental Term Loans is no shorter than the weighted average life to maturity applicable to the then outstanding Term Loans (without giving effect to any prepayments), (d) such Incremental Term Loans, to the extent secured, shall not be secured by any lien on any asset of the Borrower or any Guarantor that does not also secure the then outstanding applicable Term Loans, or be guaranteed by any person other than a Loan Party under the then outstanding applicable Term Loans, (e) Incremental Term Loans may rank junior in right of security with the other Senior Facilities or be unsecured, in which case, the Incremental Term Facility pursuant to which such Incremental Term Loans are extended will be established as a separate facility from the then existing Term Loan Facilities and/or the Borrower may issue, in lieu of an Incremental Term Facility, first lien secured or junior lien secured or unsecured

Senior Facilities Term Sheet

A-5

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document notes (the Incremental Notes) (in each case, to the extent secured, subject to customary intercreditor terms to be reasonably acceptable to the Agent and the Borrower) and, in each case, the provisions of preceding clause (a) shall not apply (provided that, (i) such Incremental Notes do not mature on or prior to the then final stated maturity date of the then outstanding Term Loans and the weighted average life to maturity of such Incremental Notes is no shorter than the weighted average life to maturity applicable to the then outstanding Term Loans (without giving effect to any prepayments) and (ii) such Incremental Notes, to the extent secured, shall not be secured by any lien on any asset of the Borrower or any Guarantor that does not also secure the then outstanding applicable Term Loans, or be guaranteed by any person other than the Guarantors under the then outstanding applicable Term Loans) and (f) the covenants, events of default and guarantees of such Incremental Term Loans or Incremental Notes, if not consistent with the terms of the corresponding initial Term Loans, shall not be materially more restrictive to the Borrower, when taken as a whole, than the terms of the initial Term Loans unless (1) Lenders under the initial Term Facility also receive the benefit of such more restrictive terms or (2) any such provisions apply after the maturity date of the Term Facility, and (iv) any such Incremental Term Facility shall, except as provided otherwise in clause (iii) above, be secured on a pari passu basis by the same Collateral securing, the Senior Facilities. The Borrower may seek commitments in respect of Incremental Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and/or additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith; provided, that with respect to new Lenders who will provide commitments under any Incremental Revolving Facility, the consent of the Agent shall be required, not to be unreasonably withheld, delayed or conditioned. The Senior Facilities Documentation (the Senior Facilities Documentation) will permit the Borrower to refinance (x) Term Loans or Additional Term Loans or (y) Refinancing Facilities: commitments under the Revolving Facility or any Incremental Revolving Facility, in each case, from time to time, in whole or part, with one or more new term loan facilities (each a Refinancing Term Facility) or one or more new

Senior Facilities Term Sheet

A-6

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document revolving loan facilities (each a Refinancing Revolving Facility and together with any Refinancing Term Facility, each, a Refinancing Facility), as applicable, under the Senior Facilities Documentation, solely with the consent of the Borrower and the institutions providing such Refinancing Facility, as applicable, with one or more additional series of senior unsecured notes or loans or senior secured notes that will be secured by the Collateral on a pari passu basis or senior secured notes or loans that will be secured by the Collateral on a junior basis with the Senior Facilities (and such notes or loans, Refinancing Notes); provided (i) with respect to Refinancing Facilities or Refinancing Notes that are secured, customary intercreditor agreements are entered into which are reasonably acceptable to the Borrower and applicable Agent, (ii) any Refinancing Term Facility or Refinancing Notes does not mature prior to the stated maturity date of, or have a shorter weighted average life than, loans under the Term Facilities being refinanced (without giving effect to prepayments), or, with respect to any Refinancing Notes, have mandatory prepayment provisions (other than related to customary asset sale, similar events and change of control offers) that would result in mandatory prepayment of such Refinancing Notes prior to, the loans under the Term Loan Facilities being refinanced (it being understood the Borrower shall be permitted to prepay or offer to purchase any first lien secured Refinancing Notes pursuant to the second paragraph of the Mandatory Prepayments section below), (iii) any Refinancing Revolving Facility does not mature prior to the maturity date of the revolving commitments being refinanced, (iv) the aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the aggregate principal amount of the Term Loan Facility or Revolving Credit Facility (as applicable) being refinanced or replaced, plus any fees, premiums, original issue discount and accrued interest associated therewith and costs and expenses related thereto, plus such additional amounts to the extent otherwise permitted to be incurred under the Senior Facilities Documentation (provided the applicable baskets are utilized in connection with the incurrence of such additional amounts of indebtedness), and such Term Loan Facility or Revolving Credit Facility being refinanced or replaced will be permanently reduced simultaneously with the issuance thereof, (v) the Senior Facilities Documentation will contain

Senior Facilities Term Sheet

A-7

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document provisions providing for the pro rata treatment of the payment, borrowing, participation and commitment reduction of the Revolving Facility and any Refinancing Revolving Credit Facility, (vi) and the Refinancing Facility or Refinancing Notes, to the extent secured, shall not be secured by any lien on any asset of the Borrower or any Guarantor that does not also secure the then outstanding applicable Term Loans, or be guaranteed by any person other than the Guarantors under the then outstanding Term Loans and (vii) the covenants, events of default and guarantees of such Refinancing Facility or Refinancing Notes, if not consistent with the terms of the corresponding initial Term Loans, shall not be materially more restrictive to the Borrower, when taken as a whole, than the terms of the initial Term Loans unless (1) Lenders under the initial Term Loan Facility also receive the benefit of such more restrictive terms or (2) any such provisions apply after the maturity date of the Term Loan Facility. In connection with any Refinancing Facility or Refinancing Notes, the Senior Facilities Documentation will provide the Borrower the right to require the applicable Lenders to assign their loans and commitments to the providers of any such Refinancing Facility or Refinancing Notes. The proceeds of the Term Facility will be used by the Borrower, on the date of the initial borrowing under the Senior Facilities (the Closing Date), together with the proceeds of the Notes or Bridge Loans or Preferred Stock Proceeds (if Purpose: (A) any), solely (a) to pay the consideration for the Acquisition (the Merger Consideration), (b) to refinance the Existing Debt and (c) to pay the Transaction Costs.

Senior Facilities Term Sheet

A-8

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (B) The proceeds of loans under the Revolving Facility will be utilized (a) on the Closing Date to fund (x) a portion of the Merger Consideration, fees and expenses in connection with the Transactions, and other general corporate purposes in an amount not to exceed $25,000,000 and (y) upfront fees or OID in respect of any of the Senior Facilities (imposed pursuant to the flex provisions in the Fee Letter), Bridge Facility and/or in connection with the issuance of the Notes and (b) thereafter, from time to time for general corporate purposes (including acquisitions, investments, restricted payments and other transactions not prohibited by the Senior Facilities Documentation), working capital, and capital expenditures. Additionally, Letters of Credit may be issued on the Closing Date in order to backstop or replace letters of credit outstanding on the Closing Date under facilities no longer available to the Borrower or its subsidiaries and for other purposes to be mutually agreed. Letters of credit will be used solely to support obligations by the Borrower and (C) its subsidiaries. The full amount of the Term Facility must be drawn in a single drawing on the Availability: (A) Closing Date. Amounts borrowed under the Term Facility that are repaid or prepaid may not be reborrowed. (B) The loans under the Revolving Facility will be available on the Closing Date and prior to the final maturity of the Revolving Facility, in minimum principal amounts and upon notice to be agreed upon. Amounts repaid under the Revolving Facility may be reborrowed. Interest Rates and Fees: As set forth on Annex I hereto. During the existence of a payment or bankruptcy event of default, the applicable interest rate plus 2.0% per annum will be paid on overdue principal and with respect Default Rate: to other overdue amounts, such overdue amounts shall bear interest at a rate equal to 2.0% per annum plus the rate applicable to Base Rate loans, in each case, other than to Defaulting Lenders (defined below). Letters of credit under the Revolving Facility will be issued by one or more Lenders under the Revolving Facility that agree to act as an issuing bank and that are Letters of Credit: reasonably acceptable to the Borrower and the Agent (the Issuing Bank). Each letter of credit shall expire not later than the earlier of (a) 12 months after its date of issuance and (b) the final maturity of

Senior Facilities Term Sheet

A-9

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the Revolving Facility (unless collateralized or backstopped in a manner to be mutually agreed); provided, however, that any letter of credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above) (unless collateralized or backstopped in a manner to be mutually agreed). Drawings under any letter of credit shall be reimbursed by the Borrower on the business day following receipt of written notice by the Borrower from the Issuing Bank (whether with its own funds or with proceeds of borrowings under the Revolving Facility). To the extent that the Borrower does not reimburse the Issuing Bank within such time period, the Lenders under the Revolving Facility shall be irrevocably obligated to reimburse the Issuing Bank pro rata based upon their respective Revolving Facility commitments. The issuance of all letters of credit shall be subject to the customary procedures of the Issuing Bank. Final Maturity and Amortization: (A) Term Facility The Term Facility will mature on the date that is seven years after the Closing Date, and will amortize in equal quarterly installments commencing at the end of the second full fiscal quarter ending after the Closing Date in an aggregate annual amount equal to 1% of the original principal amount of the Term Facility (subject to reduction in connection with debt prepayments and debt buy-backs) with the balance payable on the maturity date of the Term Facility. (B) Revolving Facility The Revolving Facility will mature and the commitments thereunder will terminate on the date that is five years after the Closing Date. All obligations of the Borrower under the Senior Facilities and, at the Borrowers option, the obligations of the Borrower or any of its subsidiaries under any interest rate protection or other hedging arrangements entered into with either Agent, the Guarantees: Lead Arranger, an entity that is a Lender at the time of such transaction, or any affiliate at the the time of such transaction of any of the foregoing specifically designated by the Borrower as Secured Hedging Arrangements (excluding any Excluded Swap

Senior Facilities Term Sheet

A-10

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Obligations (to be mutually defined) collectively, Secured Hedging Arrangements) and, at the option of the Borrower, cash management obligations of the Borrower or any of its subsidiaries owing to any Lender or its affiliates (at the time such arrangement was entered into) and specifically identified by the Borrower as Secured Cash Management Obligations (collectively, Secured Cash Management Obligations) will be unconditionally guaranteed (the Guarantees) by each existing and each subsequently acquired or organized direct or indirect wholly owned domestic restricted subsidiary of the Borrower (other than (i) unrestricted subsidiaries, (ii) immaterial subsidiaries, (iii) any subsidiary of a non-US subsidiary of the Borrower that is a controlled foreign corporation within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended (a CFC), (iv) any US subsidiary of the Borrower that owns no material assets other than equity interests (including, for this purpose, any debt or other instrument treated as equity for U.S. federal income tax purposes) in one or more foreign subsidiaries that are CFCs (a CFC Holdco), (v) captive insurance subsidiaries, if any, (vi) non-profit subsidiaries, if any, (vii) joint ventures, if any, (viii) special purpose entities, if any, (ix) subsidiaries for which guarantees are (A) legally prohibited or require governmental consent, approval, license or authorization or (B) contractually prohibited on the Closing Date or the date of acquisition, so long as such prohibition is not created in contemplation of such transaction, and unless such approval, license or authorization has been received, (x) where the burden or cost of obtaining a guarantee outweighs the benefit to the Lenders, as determined in the reasonable discretion of the Agents and the Borrower and (xi) other subsidiaries as mutually agreed) to the extent permitted by applicable law and subject to exceptions and limitations to be mutually agreed upon (collectively, the Subsidiary Guarantors).

Notwithstanding anything to the contrary contained herein, the requirements of the preceding paragraph shall be, as of the Closing Date, subject to the Certain Funds Provision. The Senior Facilities Documentation will contain provisions pursuant to which, so Unrestricted Subsidiaries: long as no event of default is continuing, the Borrower will be permitted to designate any existing or subsequently acquired or

Senior Facilities Term Sheet

A-11

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document organized subsidiary as an unrestricted subsidiary and subsequently re-designate such unrestricted subsidiary as a restricted subsidiary; provided, (x) such designation of a restricted subsidiary as an unrestricted subsidiary shall be deemed to constitute an investment and (y) such redesignation of any unrestricted subsidiary as a restricted subsidiary shall be deemed to constitute the incurrence of indebtedness and liens of such subsidiary (to the extent assumed). Unrestricted subsidiaries will not be subject to the mandatory prepayments, representations and warranties, covenants, events of default or other provisions of the Senior Facilities Documentation, and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of calculating any financial ratios or baskets contained in the Senior Facilities Documentation. The Senior Facilities, the Guarantees, any Secured Hedging Arrangements and any Secured Cash Management Obligations will be secured by a perfected first-priority security interest (subject to permitted liens) in the stock issued to and substantially all other assets of the Borrower and Subsidiary Guarantors (excluding the Excluded Assets (as defined below), the Collateral) excluding (i) equity ownership in any CFC or CFC Holdco in excess of 65%, (ii) all leasehold interests, including any requirement to obtain any landlord waivers, estoppels and consents, (iii) all owned real property with a fair market value of less than an amount to be mutually agreed (with all mortgages being permitted to be delivered post-closing), (iv) motor vehicles and other assets subject to certificates of title, (v) letter of credit rights in an Security: amount to be mutually agreed (except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements), (vi) commercial tort claims in an amount to be mutually agreed, (vii) except to the extent a security interest therein can be perfected by the filing of Uniform Commercial Code financing statements, cash and cash equivalents, deposit and securities accounts (including securities entitlements and related assets credited thereto) (in each case, other than cash and cash equivalents representing proceeds of other Collateral) and any other assets requiring perfection through control agreements or perfection by control, (viii) equity interests issued by or assets of unrestricted subsidiaries, immaterial subsidiaries and captive insurance subsidiaries, (ix) a security

Senior Facilities Term Sheet

A-12

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document interest that could result in an adverse tax consequence as determined by the Borrower and the Agents, (x) equity interests issued by or assets of any person other than a wholly owned restricted subsidiary to the extent prohibited by the organizational documents of such entity or requiring third party consent, (xi) a security interest to the extent the burden or cost of perfecting such security interest outweighs the benefit of such security to the Lenders, (xii) intent to use trademarks, (xiii) property subject to a purchase money agreement, capital lease or similar arrangement to the extent prohibited thereby or otherwise requiring consent, (xiv) margin stock, (xv) any non-U.S. assets or assets of the Borrower and Subsidiary Guarantors that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets, including any intellectual property in any non-U.S. jurisdiction (and no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction shall be required in respect of such assets), and (xvi) a security interest prohibited by law or permitted agreement (not entered into in contemplation thereof) (after giving effect to the applicable anti- assignment provisions of the Uniform Commercial Code or other applicable law other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition) or which would require governmental or other third party consent, approval, license or authorization or create a right of termination in favor of any person party to such agreements (after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition) (collectively with the assets described in clauses (i) through (xv), the Excluded Assets). Notwithstanding anything to the contrary, the Borrower and the Subsidiary Guarantors shall not be required, nor shall the Agents be authorized, (i) to perfect the above-described pledges, security interests and mortgages by any means other than by (A) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings in the

Senior Facilities Term Sheet

A-13

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document applicable real estate records with respect to mortgaged properties or any fixtures relating to mortgaged properties, (B) filings in United States government offices with respect to intellectual property as expressly required in the Senior Facilities Documentation, (C) delivery to the Agent to be held in its possession of all Collateral consisting of material intercompany notes, stock certificates of the Borrower and its restricted subsidiaries and material instruments issued to the Borrower or Subsidiary Guarantors, (D) mortgages in respect of fee-owned real property with a fair market value in excess of an amount to be mutually agreed, in each case as expressly required in the Senior Facilities Documentation or (E) necessary perfection steps with respect to commercial tort claims or letters of credit over a materiality threshold to be mutually agreed, (ii) to enter into any deposit account control agreement or securities account control agreement with respect to any deposit account or securities account, (iii) to enter into any source code escrow arrangement (or be obligated to register intellectual property) or (iv) to take any action (other than the actions listed in clause (i)(A) and (E) above) with respect to any assets located outside of the United States.

All the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, reasonably satisfactory to the Borrower and the Agents and subject to exceptions permitted under the Senior Facilities Documentation. Notwithstanding anything to the contrary contained herein, the requirements of the preceding paragraphs shall be, as of the Closing Date, subject to the Certain Funds Provision. Mandatory Prepayments: Loans under the Term Facility shall be prepaid with: (a) commencing at the end of the first full fiscal year following the Closing Date, 50% of Excess Cash Flow (to be defined) of the Borrower and its restricted subsidiaries, with step-downs to 25% and 0% if the Consolidated Total Secured Net Leverage Ratio is less than 4.00x and 3.00x, respectively (such definition to provide for a deduction from excess cash flow, without duplication among periods, of internally generated cash used (or committed to be used within a period to be mutually agreed) to finance permitted acquisitions, other investments and capital expenditures (to the extent the amounts are to be used

Senior Facilities Term Sheet

A-14

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document for permitted acquisitions, other investments and capital expenditures (including any of the foregoing for which a binding agreement (or binding commitment) then exists), for certain restricted payments, capitalized intellectual property development, for retention, recruiting, relocation, severance, signing bonuses and expenses, tax distributions, prepayments of certain other indebtedness, and to include a dollar-for-dollar credit for (x) voluntary prepayments of the Term Loan Facility, any Incremental Term Loan Facility and any Refinancing Facility that is pari passu with the Term Loan Facility and the Revolving Facility and Incremental Revolving Facility (to the extent accompanied by a permanent reduction of the relevant commitment) and (y) to repay borrowings of Revolving Loans made on the Closing Date; (b) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by the Borrower or any of its restricted subsidiaries (including casualty insurance and condemnation proceeds), in excess of an amount to be mutually agreed and only in respect of amounts in excess thereof) and subject to exceptions to be mutually agreed upon and a 100% reinvestment right if reinvested (or committed to be reinvested) within 12 months of such sale or disposition (or 18 months in the event a binding letter of intent is entered into within such 12-month period); and (c) 100% of the net cash proceeds of issuances, offerings or placements of debt obligations of the Borrower and its restricted subsidiaries (other than indebtedness permitted to be incurred under the Senior Facilities (excluding Refinancing Facilities and Refinancing Notes), which for the avoidance of doubt, includes the refinancing of the Bridge Facility with Notes and the Incremental Facilities). Mandatory prepayments of the Term Loans shall be applied to scheduled installments thereof (pro rata to outstanding Term Loans and Incremental Term Loans (unless otherwise agreed)) in direct order of maturity (without premium or penalty); provided, that the Senior Facilities Documentation shall provide that in the case of mandatory prepayments in respect of any asset sale of Collateral or loss event, a ratable portion of the net proceeds thereof may be applied to prepay or offer to purchase any first lien secured notes that are Refinancing Notes or Incremental Notes or

Senior Facilities Term Sheet

A-15

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document permitted ratio debt if required under the terms of the applicable first lien secured notes documents. After repayment of the Term Facility, mandatory prepayments may be allocated to the Bridge Facility to the extent required by the terms therein. Lenders may elect not to accept any mandatory prepayment (other than with respect to Refinancing Notes and Refinancing Facilities) (each, a Declining Lender). Any prepayment amount declined by a Declining Lender may be retained by the Borrower (Retained Declined Proceeds). All prepayments referred to in clauses (a) and (b) above are subject to there being no adverse tax consequences (which, for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Borrower and its subsidiaries or any of their affiliates would incur a tax liability, including a tax dividend, deemed dividend pursuant to Section 956 of the Internal Revenue Code or a withholding tax) and to permissibility under (i) local law (e.g., financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and (ii) material constituent document restrictions (including as a result of minority ownership) and other material agreements, with Excess Cash Flow being allocated among subsidiaries in various jurisdictions in a manner to be mutually agreed in the Senior Facilities Documentation (for the avoidance of doubt excluding any reduction from interest and payments in respect of the Senior Facilities, Bridge Facility or Notes in respect of the foreign subsidiaries Excess Cash Flow); provided, that the Borrower and its restricted subsidiaries shall be entitled to reduce Excess Cash Flow pursuant to this sentence by the foreign subsidiaries portion of Excess Cash Flow in any fiscal year. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a default or an event of default, and such amounts shall be available for working capital purposes of the Borrower and its subsidiaries as long as not required to be prepaid in accordance with the following provisions.

Voluntary reductions of the unutilized portion of the commitments under the Senior Voluntary Prepayments and Reductions in Facilities and prepayments of borrowings thereunder will be permitted at any time, Commitments: in minimum principal amounts

Senior Facilities Term Sheet

A-16

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document to be agreed upon, without premium or penalty (except as set forth below), subject to reimbursement of the Lenders redeployment costs in the case of a prepayment of Adjusted LIBOR borrowings other than on the last day of the relevant interest period. All voluntary prepayments of the Term Facility will be applied as directed by the Borrower in its sole discretion (and absent such direction, in direct order of maturity).

Notwithstanding the foregoing, prepayments (or amendments) of the initial Term Loans prior to the date that is six months after the Closing Date in connection with a Repricing Transaction (as defined below) shall be accompanied by a premium equal to 1.00% of the amount of the initial Term Loans so prepaid (or amended); provided, that such premium shall not apply if such refinancing or amendment is in connection with a transformative acquisition. As used herein Repricing Transaction means any (a) voluntary prepayment of the initial Term Loans using proceeds of a substantially concurrent incurrence of secured term loans the primary purpose of which is to reduce the interest rate margins thereon (calculated in a manner consistent with the MFN Adjustment) applicable to the initial Term Loans (and such interest rate margin is reduced) or (b) mandatory prepayment (including any mandatory assignment in connection therewith) with the proceeds of indebtedness which results in a lower interest rate margin (calculated in a manner consistent with the MFN Adjustment) (or downward repricing amendments of the initial Term Loans). Limited to the following to be applicable to the Borrower and its restricted subsidiaries, with materiality thresholds, qualifications, exceptions, and baskets to be mutually agreed, and subject to the Certain Funds Provision: corporate power and authority; due authorization, execution and delivery, and enforceability, of loan documentation; governmental consents; accuracy of historical financial statements; Representations and Warranties: accuracy of written disclosure; no Material Adverse Effect (defined below) after the Closing Date; absence of material litigation; no violation of, or conflicts with, material debt agreements; compliance with laws (including the PATRIOT Act, ERISA, margin regulations, environmental laws, laws applicable to sanctioned persons, the Foreign Corrupt Practices Act and OFAC); payment of taxes; ownership of properties;

Senior Facilities Term Sheet

A-17

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document intellectual property; inapplicability of the Investment Company Act; solvency (defined as set forth on Exhibit D) on the Closing Date; labor matters; environmental and other regulatory matters; validity, priority and perfection of security interests in the Collateral (subject to permitted liens and other exceptions to perfection to be mutually agreed); and treatment as senior debt under all subordinated debt and as sole designated senior debt thereunder.

Material Adverse Effect shall mean any event, circumstance or condition that has had or could reasonably be expected to have (i) on the Closing Date, a Company Material Adverse Effect or (ii) after the Closing Date, a material and adverse effect on (a) the business, assets, results of operations or financial condition of the Borrower and its restricted subsidiaries, taken as a whole or (b) remedies of the Agents and the Lenders under the documentation governing the Senior Facilities. Limited to the conditions precedent set forth in Section 6 of the Commitment Letter and Exhibit C thereto. For the avoidance of doubt, it is agreed that conditions set Conditions Precedent to Initial Borrowing: forth herein and in Exhibit C are subject, in all respects, to the Certain Funds Provision. The Senior Facilities Documentation shall not contain (a) any conditions precedent other than the conditions precedent expressly set forth herein, in Section 6 of the Commitment Letter and in Exhibit C or (b) any representation or warranty, affirmative or negative covenant or event of default not set forth in Section 6 of the Commitment Letter, this Exhibit A or Exhibit C thereto, the accuracy, compliance or absence, respectively, of or with which would be a condition to the borrowing under the Senior Facilities. Delivery of a customary borrowing notice, accuracy of representations and Conditions Precedent to All Borrowings Under the warranties in all material respects (subject, in the case of the initial borrowing under Revolving Facility (other than on the Closing the Senior Facilities, to the Certain Funds Provision), and absence of defaults at the Date): time of, or immediately after giving effect to the making of, such extension of credit. Limited to the following to be applicable to the Borrower and its restricted subsidiaries with materiality thresholds, qualifications, exceptions, and baskets to Affirmative Covenants: be mutually agreed, and subject to the Certain Funds Provision: maintenance of corporate existence; delivery of consolidated annual audited (within 120 days of the end of the fiscal year ending

Senior Facilities Term Sheet

A-18

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document December 31, 2014 and within 90 days of the end of each fiscal year thereafter) and quarterly (within 60 days of the first three fiscal quarters after the Closing Date for which such financial statements are due, and 45 days thereafter) unaudited (for each of the first three fiscal quarters of any fiscal year) financial statements and other information, including information required under the PATRIOT Act reasonably requested by the Lenders through either Agent (other than information subject to confidentiality obligations or attorney-client privilege); delivery of notices of default (provided that the delivery of a notice of default at any time will cure any event of default arising from the failure to timely deliver such notice of default), material litigation, ERISA events and post-closing material adverse change; maintenance of properties in good working order (ordinary wear and tear and casualty and condemnation excepted); maintenance of adequate insurance; use of commercially reasonable efforts to maintain a public corporate credit rating from Standard & Poors Ratings Service (S&P) and a public corporate family rating from Moodys Investors Service, Inc. (Moodys), in each case with respect to the Borrower, and a public rating of the Senior Facilities by each of S&P and Moodys (but not to maintain any specific rating); compliance with laws; inspection of books and properties (subject to frequency and cost reimbursement limitations and other than information subject to confidentiality obligations or attorney-client privilege); further assurances; and payment of material taxes; provided, in no event shall environmental reports be required.

Limited to the following to be applicable to the Borrower and its restricted Negative Covenants: subsidiaries, with materiality thresholds, qualifications, exceptions, and baskets to be mutually agreed, and subject to the Certain Funds Provision: (1) limitations on dividends on, and redemptions and repurchases of, equity interests and other restricted payments (with exceptions to include (a) redemptions of equity or options issued by Borrower or any direct or indirect parent company thereof to directors, officers, employees, and consultants in an annual amount to be mutually agreed (with unused amounts carried forward to subsequent years), (b) dividends, repurchases, redemptions or distributions under the Available Additional Basket (subject, except to the extent such dividend, repurchase, redemption or distribution is made pursuant to clause (a) of the

Senior Facilities Term Sheet

A-19

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document definition of Available Additional Basket, to pro forma compliance with a Consolidated Total Secured Net Leverage Ratio not in excess of a ratio to be mutually agreed), (c) dividends, repurchases, redemptions and distributions funded with cash equity proceeds (other than disqualified equity) that do not increase the Available Additional Basket, (d) additional dividends, redemptions and repurchases of equity interests and other restricted payments so long as immediately after giving effect thereto on a pro forma basis, the Consolidated Total Net Leverage Ratio shall not exceed 3.00:1.00 for the most recently ended fiscal quarter for which financial statements have been or are required to have been delivered; (e) tax distributions, (f) dividends, distributions or redemptions in connection with the Transactions and (g) customary exceptions for distributions necessary to pay overhead expenses of direct and indirect parents thereof attributable to the ownership of the Borrower and its subsidiaries);

(2) limitations on prepayments, redemptions and repurchases of material subordinated debt (with exceptions to include prepayments, redemptions and repurchases (a) made with the Available Additional Basket (subject, except to the extent such dividend, repurchase, redemption or distribution is made pursuant to clause (a) of the definition of Available Additional Basket, to pro forma compliance with a Consolidated Total Secured Net Leverage Ratio not in excess of a ratio to be mutually agreed), (b) made with a general basket to be mutually agreed and (c) to permit AHYDO catch-up payments, if applicable (it being understood that such payments shall not be restricted under the Senior Facilities Documentation); (3) limitations on liens and sale-leaseback transactions (with exceptions to include (a) liens securing the Incremental Revolving Commitments, Incremental Term Facilities and/or Incremental Notes, Refinancing Facilities and/or Refinancing Notes, in each case which shall be subject to the terms of the applicable intercreditor agreement, (b) liens permitted under the Acquisition Agreement, (c) liens on asset of non-Loan Parties securing working capital lines in foreign jurisdictions, (d) liens on assets of a restricted subsidiary which is not a Loan Party (other than to secure Indebtedness for borrowed money of any Loan Party), (e) liens securing accounts receivable securitization facilities, (f) liens securing indebtedness incurred under the permitted ratio debt basket, so long as such liens are pari passu (in the case of Incremental

Senior Facilities Term Sheet

A-20

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Facilities indebtedness only) or junior lien (in the case of Incremental Facilities indebtedness or any other indebtedness) and subject to intercreditor agreements in the forms to be agreed as part of the Senior Facilities Documentation and (g) a general lien basket of at least the greater of (i) a dollar amount to be mutually agreed and (ii) a percentage to be mutually agreed of either Consolidated EBITDA or consolidated total assets (to be determined by the Borrower prior to launch of syndication)); (4) limitations on loans and investments (including acquisitions) (with exceptions to include (a) Permitted Acquisitions (as defined below), (b) intercompany investments (subject, in the case of investments made by Loan Parties in non-Loan Party subsidiaries after the Closing Date, such investments not exceeding at any time outstanding an amount to be mutually agreed), (c) re-organizations and other activities related to tax planning, rationalization and re-organization on terms to be mutually agreed, (d) the Transactions, (e) investments made with the Available Additional Basket, (f) intercompany investments in the ordinary course of business, (g) investments funded with qualified equity proceeds or consideration paid in equity that do not build the Available Additional Basket and (h) a general investment basket of at least the greater of (i) an amount to be mutually agreed and (ii) a percentage to be mutually agreed of either Consolidated EBITDA or consolidated total assets (to be determined by the Borrower prior to launch of syndication)); (5) limitations on debt, guarantees and hedging arrangements (with exceptions to include indebtedness under (a) any Incremental Facility and/or Incremental Notes and any Refinancing Facility and/or Refinancing Notes, (b) indebtedness contemplated by the Senior Facilities Documentation and the Acquisition Agreement, (c) disqualified equity in an amount to be mutually agreed, (d) indebtedness in an aggregate amount up to the aggregate cash contributions made to the Borrower after the Closing Date, (e) intercompany debt (including debt incurred in connection with

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document re-organizations and other activities related to tax planning, rationalization and reorganization on terms to be mutually agreed, or (ii) is permitted to be made as an investment, (f) indebtedness incurred (including in connection with Permitted Acquisitions (as defined below), other permitted investments or capital expenditures) (i) in an amount to be mutually agreed plus (ii) so long as no event of default is continuing, unlimited additional amounts subject to pro forma compliance with a fixed charge coverage ratio of not less than 2.00:1.00 (fixed charge coverage ratio to be defined as the ratio of Consolidated EBITDA to interest expense); provided that if such indebtedness is incurred in connection with an acquisition or permitted investment, on a pro forma basis (as of the last day of the most recent determination period, after giving effect to such indebtedness and other customary and appropriate pro forma adjustments to be mutually agreed, including any acquisitions or dispositions or repayment of indebtedness after the beginning of the relevant determination period but prior to or simultaneous with the incurrence of such indebtedness and any synergies, operating expense reductions and other operating improvements and cost savings as certified by the Borrower as having been determined in good faith to be reasonably anticipated to be realizable within 24 months following any such acquisition or disposition or operational change or operational initiative (the Specified Pro Forma Adjustments)) after giving effect to the incurrence of such indebtedness and the consummation of such acquisition, such fixed charge coverage ratio would be either not less than 2.00:1.00 or not less than such fixed charge coverage ratio immediately prior to such acquisition; provided, further, that (A) such indebtedness shall not mature (and shall not provide for any mandatory prepayments or redemptions other than customary asset sale and change of control offers) at least 91 days after the latest maturity under the Term Loan Facility and (B) the amount of such indebtedness permitted to be incurred by a non-Guarantor subsidiary shall be subject to limitations to be mutually agreed, (g) pursuant to accounts receivable securitization facilities up to an amount to be mutually agreed, (h) indebtedness assumed in connection with a Permitted Acquisition or permitted investment (so long as not incurred in contemplation thereof) not to exceed an amount to be mutually agreed, (i) hedging arrangements entered into in the ordinary course of business and not for speculative purposes, and (j) a general debt basket in an amount

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document not to exceed the greater of (i) an amount to be mutually agreed and (ii) a percentage to be mutually agreed of either Consolidated EBITDA or consolidated total assets (to be determined by the Borrower prior to launch of syndication)); provided, AHYDO catch-up payments, if applicable, with respect to any permitted debt shall be permitted without restriction under the Senior Facilities Documentation;

(6) limitations on mergers, liquidations, dissolutions, and other fundamental changes (with exceptions to include (a) Permitted Acquisitions (as defined below), (b) intercompany mergers or consolidations, (c) other permitted investments, (d) re- organizations and other activities related to tax planning, rationalization and reorganization on terms to be mutually agreed, and (e) certain other transactions to be mutually agreed), in each case, subject to customary limitations with respect to any merger or consolidation involving the Borrower or a Guarantor; (7) limitations on asset sales (with exceptions to include (a) sales of assets in the ordinary course of business and immaterial assets, (b) asset swaps, (c) dispositions of non-Collateral assets, subject to certain limitations to be mutually agreed, (d) dispositions of non-core assets (including those acquired in connection with a Permitted Acquisition (as defined below) or other permitted investments), (e) sales of obsolete, worn out, uneconomical, negligible or surplus assets or assets no longer used or useful in the business, (f) intercompany transfers (including in connection with re-organizations and other activities related to tax planning, rationalization and re-organization on terms to be mutually agreed), subject to certain limitations for transfers from Loan Parties to non-Loan Party subsidiaries outside the ordinary course of business to be mutually agreed, (g) assets in respect of certain businesses previously identified to the Lead Arrangers and Agents and other scheduled dispositions, (h) disposition of receivables and related assets in a receivables or securitization facility, (i) any other assets on an unlimited basis for fair market value so long as (x) no event of default has occurred and is continuing or would result from such sale or disposition and (y) at least 75% of the consideration for asset sales in excess of an amount to be mutually agreed consists of cash (subject to customary exceptions to the cash consideration requirement to be set forth in the Senior Facilities Documentation, including a basket in an amount to be

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document mutually agreed for non-cash consideration that may be designated as cash consideration) and the proceeds thereof are applied in accordance with the mandatory prepayment provisions of the Senior Facilities, (j) sale-leaseback transactions subject to customary conditions to be mutually agreed, and (k) dispositions in an amount the greater of (i) a percentage to be mutually agreed of either Consolidated EBITDA or consolidated total assets (to be determined by the Borrower prior to launch of syndication) and (ii) an amount to be mutually agreed); (8) limitations on transactions with affiliates above an agreed upon threshold (with exceptions to include (a) transactions between the Borrower and its restricted subsidiaries not otherwise prohibited by the Senior Facilities Documentation and (b) fees payable in connection with the Transactions); (9) limitations on changes in business conducted by the Borrower and its restricted subsidiaries; (10) limitations on restrictions on ability of subsidiaries to pay dividends or make distributions; and (11) limitations on amendments of material subordinated debt agreements and organizational documents. Unless an event of default has occurred and is continuing or would result therefrom (at the time of execution of a binding agreement in respect thereof), the Borrower and its restricted subsidiaries may make acquisitions (including, via investments in joint ventures, minority investments, and investments in less than 100% of a target) (each, a Permitted Acquisition), subject solely to the following terms and conditions: (i) after giving effect thereto, the Borrower is in compliance with the permitted lines of business covenant; (ii) indebtedness incurred by the Loan Parties to finance a Permitted Acquisition by any non-Loan Party subsidiary will be subject to certain limitations to be mutually agreed; and (iii) if the Borrower or any of its restricted subsidiaries acquires the majority of the equity interests of any person in connection with such acquisition, such person will become a restricted subsidiary and, solely to the extent required by, and subject to the limitations set forth in, Guarantees and Security above, the acquired company and its restricted subsidiaries will become Guarantors and pledge their Collateral to the Agents.

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Unless an event of default has occurred and is continuing, the Borrower will also be permitted to utilize an Available Additional Basket in an amount equal to (a) an amount to be mutually agreed, plus (b) at the option of the Borrower determined prior to the launch of syndication of the Senior Facilities either (i) 50% of cumulative adjusted consolidated net income (to be defined) or (ii) retained excess cash flow (to be defined), plus (c) the proceeds of new public or private qualified equity issuances and capital contributions issued by or contributed to, the Borrower after the Closing Date, plus (d) debt and disqualified stock which have been exchanged or converted into qualified equity of the Borrower (or any direct or indirect parent company thereof) after the Closing Date, plus (e) the proceeds of sales of investments made under the Available Additional Basket, plus (f) returns, profits, distributions and similar amounts received on investments made under the Available Additional Basket (up to the amount of the original investment), plus (g) the investments of the Borrower and its restricted subsidiaries in any unrestricted subsidiary that has been re-designated as a restricted subsidiary or that has been merged or consolidated into the Borrower or any of its restricted subsidiaries or the fair market value of the assets of any unrestricted subsidiary that have been transferred to the Borrower or any of its restricted subsidiaries, plus (h) the amount of Retained Declined Proceeds, plus (i) certain other items to be mutually agreed, in the case of each of the foregoing clauses (a) through (i), to the extent not otherwise applied to make investments or other restricted payments (including junior debt prepayments, redemptions or repurchases). Financial Covenant: (A) Term Facility: None (B) Revolving Facility: A maximum Consolidated Total Secured Net Leverage Ratio (defined below) to be set at a 25% cushion to the credit model delivered to the Lead Arranger on April 14, 2014 and to be tested only in the event that on the last day of a fiscal quarter the aggregate principal amount of loans (plus the amount of letters of credit under the Revolving Facility only to the extent drawn and unreimbursed) exceeds 20% of the commitments under the Revolving Facility (such threshold, the Testing Threshold). The covenant described in this paragraph is referred to herein as the Financial Covenant.

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Consolidated Total Secured Net Leverage Ratio means the ratio of (a) secured consolidated funded indebtedness of the Borrower and its restricted subsidiaries consisting of indebtedness for borrowed money, capitalized lease obligations and purchase money debt less all unrestricted cash and cash equivalents (but including any and all amounts held by or for the benefit of the Borrower or Subsidiaries for the purpose of repurchasing, redeeming or otherwise acquiring Notes) over (b) Consolidated EBITDA. Consolidated EBITDA to be defined in a manner to be mutually agreed, but in any event to include, without duplication, (i) add-backs for (A) extraordinary, unusual or non-recurring charges, expenses or losses, (B) other non-cash charges, expenses or losses, including, without limitation, any non-cash asset retirement costs, non-cash compensation, non-cash translation (gain) loss and non-cash expense relating to the vesting of warrants, (C) restructuring costs, integration costs, business optimization expenses or costs, retention, recruiting, relocation and signing bonuses and expenses, stock option and other equity-based compensation expenses, severance costs, transaction fees and expenses, costs related to implementation of operational and reporting systems and technology initiatives, including, without limitation, any one time expense relating to enhanced accounting function or other transaction costs, (D) LTM pro forma results for acquisitions (including the commencement of activities constituting such business) and dispositions (including the termination or discontinuance of activities constituting such business) of business entities or properties or assets, constituting a division or line of business of any business entity, division or line of business that is the subject of any such acquisition or disposition, and for operational changes and operational initiatives (including, to the extent applicable, from the Transactions), including any synergies, operating expense reductions and improvements and cost savings determined in good faith by the Borrower to be reasonably anticipated to be realizable or a plan for realization shall have been established within 24 months following any such acquisition, disposition, operational change or operational initiative (provided that to the extent that any such operational changes are not associated with a transaction, such changes shall be limited to those for which all steps have been taken for realizing such savings and are factually supportable and reasonably

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document identifiable), (E) the pro forma adjustments previously identified and agreed to by the Lead Arrangers, (F) other accruals, payments and expenses (including rationalization, legal, tax, structuring and other costs and expenses) related to the Transactions, acquisitions, investments, dividends, restricted payments, dispositions or issuances of debt or equity permitted under the Senior Facilities Documentation, (G) any non-cash increase in expenses (1) resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization of variances) or other inventory adjustments, or (2) due to purchase accounting associated with the Transactions, (H) proceeds of business interruption insurance, (I) changes, losses or expenses to the extent paid for, reimbursed, indemnified or insured by a third party (to the extent actually so paid to the Borrower within 365 days), (J) minority interest expenses, and (K) letter of credit fees and (ii) deductions for income and gain items corresponding to extraordinary or non-recurring charges and other non-cash charges (other than the accrual of revenue in the ordinary course).

Consolidated EBITDA for historical periods will be mutually agreed. There shall be deducted from consolidated net income (to be defined) proceeds received from litigation or regulatory settlements, to the extent such amounts are included in consolidated net income. Limited to the following relating to the Borrower and its restricted subsidiaries (subject to materiality thresholds, qualifications, exceptions, and grace and cure periods to be mutually agreed): nonpayment of principal when due, nonpayment of interest or any other amounts after a five (5) business day grace period; violation of covenants after a specified period of time for certain covenants to be agreed (subject, in the case of affirmative covenants, to a grace period of 30 days following Events of Default: written notice from the either Agent (other than in respect of maintenance of the Borrowers existence and notices of an event of default)) (provided that any breach of the Financial Covenant shall not constitute a default with respect to the Term Facility unless and until the loans under the Revolving Facility have been accelerated or the commitments under the Revolving Facility have been terminated by the lenders under the Revolving Facility and only the Required Revolving Lenders (as

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document defined below) may prior to it constituting an Event of Default for purposes of the Term Loans exercise rights and remedies in respect of such breach); on the Closing Date, any Specified Representation proving to have been materially incorrect when made and on any date thereafter, any other representation or warranty proving to have been materially incorrect when made or deemed made; cross default and cross acceleration to debt in excess of an amount to be mutually agreed; bankruptcy (with a 60 day grace period for involuntary proceedings); monetary judgment defaults to the extent not covered by indemnities or insurance above an amount to be mutually agreed; customary ERISA events that would result in a Material Adverse Effect; actual or asserted invalidity of Guarantees or security documents; and Change of Control (to be defined).

Amendments and waivers of the definitive credit documentation will require the approval of Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Senior Facilities (the Required Lenders), except that (a) the consent of each affected Lender (and not the Required Lenders) shall be required with respect to (i) increases in the commitment of such Lender, (ii) reductions or forgiveness of principal, interest, fees or reimbursement obligations payable to such Lender (other than waivers of default interest, default or event of default or mandatory prepayment), and (iii) extensions of final maturity or scheduled amortization of the loans or commitments of such Lender or of the date for payment to such Lender of any interest or fees or any reimbursement obligation Voting: (it being understood and agreed that the amendment or waiver of any mandatory prepayment, waiver of default interest, default or event of default shall only require the consent of the Required Lenders), (b) the consent of each Lender shall be required with respect to (i) reductions to any voting percentages and (ii) releases of all or substantially all of the value of the Guarantees, or all or substantially all of the Collateral (other than in connection with permitted asset sales, dispositions, mergers, liquidations or dissolutions or as otherwise permitted) and (c) the consent of the Issuing Bank and Swingline Lender shall be required with respect to amendments and waivers affecting its rights or duties; provided that amendments, waivers and consents in respect of the Financial Covenant and its component definitions shall only require the consent of Lenders under the Revolving Facility

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document holding more than 50% of the aggregate commitments thereunder (the Required Revolving Lenders). It being understood that (i) additional extensions of credit permitted under the Senior Facilities Documentation shall not require the consent of all Lenders but instead shall only require the consent of each Lender extending such credit and (ii) any applicable intercreditor agreement may be amended solely with the consent of the Agents to give effect thereto or to carry out the purposes thereof.

The Senior Facilities Documentation shall contain provisions permitting the Borrower to replace or terminate the commitments of (x)(i) an insolvent Lender or (ii) a Lender failing to fund its commitments (each a Defaulting Lender), (y) non-consenting Lenders under the Senior Facilities in connection with amendments and waivers requiring the consent of all Lenders under the Senior Facilities or all Lenders directly and adversely affected thereby, so long as Lenders under the Senior Facilities holding more than 50% of the aggregate amount of the loans and commitments under the Senior Facilities shall have consented thereto and (z) a Lender seeking indemnity for increased costs or grossed-up tax payments. Notwithstanding anything to the contrary set forth herein, the Senior Facilities shall provide that the Borrower may at any time and from time to time request that all or a portion of: (a) any Loans under the Term Facility be amended or converted to extend the scheduled maturity date of and to provide for different interest rate and fees and voluntary prepayments for the Lender(s) providing such Loans (any such Loans under the Term Facility which have been so amended or converted, Extended Senior Term Loans), and upon such request of the Borrower, any individual Lender under the Term Facility shall have the right to agree to extend the scheduled maturity date of its outstanding Term Loans and to provide for different interest rate and fees and voluntary prepayments for such Extended Senior Term Loans without the consent of any other Lender under the Term Facility or Required Lenders; provided that all such requests shall be made pro rata to all Lenders under the Term Facility. The terms of the Extended Senior Term Loans shall be substantially similar to the existing loans

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document except for interest rates, fees, amortization (provided that the Extended Senior Term Loans shall not have a weighted average life to maturity shorter than the weighted average life to maturity of the Term Loans being converted), final maturity date, provisions requiring mandatory prepayments to be directed first to the non-extended loans prior to being applied to Extended Senior Term Loans, provisions permitting the Borrower to direct voluntary prepayments first to the non-extended loans prior to being applied to Extended Senior Term Loans, and certain other customary provisions to be agreed; or (b) the commitments under the Revolving Facility be extended (any such commitments under the Revolving Facility which have been so extended, Extended Revolving Commitments), and in connection therewith, provide for different interest rates and fees and voluntary prepayments for the Lender(s) providing such Extended Revolving Commitments, and upon any such request of the Borrower, any individual Lender under the Revolving Facility shall have the right to agree to such extension and other modifications without the consent of any other Lender under the Senior Facilities or Required Lenders; provided that all such requests shall be made pro rata to all lenders with commitments under the Revolving Facility. The terms of the Extended Revolving Commitments shall be substantially similar to the Revolving Facility, except for interest rates, fees, final maturity date, voluntary prepayments and certain other customary provisions to be agreed. In addition, the Senior Facilities Documentation shall provide for the amendment (or amendment and restatement) of the Senior Facilities Documentation to (a) add one or more additional or replacement credit facilities thereto and changes related thereto and (b) to provide for term loans replacing all or a portion of the Term Loans, subject to customary limitations, with only the consent of the Borrower and the Lenders providing such replacement term loans and, in connection with any of the foregoing, the right of the Borrower to require the applicable Lenders to assign their Term Loans to the providers of any replacement credit facility or loans or to prepay their outstanding

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document loans and terminate their commitments. The terms of such replacement term loans shall reflect market terms at the time of incurrence thereof; provided, that (1) they shall not have a final maturity date earlier than, or weighted average life to maturity shorter than the weighted average life to maturity applicable to, the Term Loans being so amended and/or replaced, (2) any mandatory and optional prepayment provisions shall not require payments greater than their pro rata share, and may permit optional and mandatory prepayments to be directed to the non-amended or non-replaced Term Loans prior to such replacement term loans and (3) the covenants, events of default and guarantees of such replacement term loans, if not materially consistent with the terms of the corresponding initial Term Loans, shall not be materially more restrictive to the Borrower, when taken as a whole, than the terms of the initial Term Loans unless (x) Lenders under the initial Term Loan Facilities also receive the benefit of such more restrictive terms or (y) any such provisions apply after the maturity date of the Term Loan Facilities.

In addition, if the Agents and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature in the Senior Facilities Documentation, then the Agents and the Borrower shall be permitted to amend such provision without further action or consent of any other party if the same is not objected to in writing by the Required Lenders to the Agents within five (5) business days following receipt of notice thereof. Usual for facilities and transactions of this type, including customary tax gross-up Cost and Yield Protection: provisions (including but not limited to provisions relating to Dodd-Frank and Basel III). The Lenders will be permitted to assign (a) loans under the Term Facility and (b) loans and commitments under the Revolving Facility, in each case with the consent of the Borrower (provided that the Borrower shall be deemed to have consented to any such assignment if the Borrower does not object within 10 Business Days after Assignments and Participations: having received written notice thereof), and with respect to clause (b), the Swingline Lender and the Issuing Bank, in each case not to be unreasonably withheld or delayed; provided that such consent of the Borrower shall not be required (i) if such assignment is made to another Lender or an affiliate or approved fund of any such

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Lender or (ii) after the occurrence and during the continuance of a payment or bankruptcy event of default. All assignments will also require the consent of the applicable Agent, not to be unreasonably withheld or delayed. Each assignment will be in an amount of an integral multiple of $2,500,000 (in the case of loans and commitments under the Revolving Facility) or $1,000,000 (in the case of loans under the Term Facility) or, in either case, such lesser amount as may constitute such assigning Lenders entire Loan or commitments or as may be agreed to by the applicable parties). Assignments will be by novation and not be required to be pro rata between the Senior Facilities. In no event shall any assignment be made to a Disqualified Institution.

Non-pro rata distributions and commitment reductions will be permitted in connection with loan buy-back or similar programs and assignments to, and purchases by, the Borrower and its subsidiaries will be permitted without any consent, including through open-market purchases and Dutch auctions open to all Lenders in accordance with customary procedures to be mutually agreed; provided that (i) no event of default has occurred and is continuing, (ii) the Borrower shall immediately cause any loans assigned to, or purchased by, it to be cancelled, (iii) no proceeds from any Revolving Loan shall be used to fund such purchases, (iv) neither the Borrower nor any of its affiliates shall be required to make any representation that it is not in possession of material non-public information with respect to the Borrower, its subsidiaries or their respective securities and all parties to the relevant transactions shall render customary big boy disclaimer letters and (v) the Borrower and its subsidiaries shall not be permitted to purchase Revolving Loans or commitments under the Revolving Facility. The Lenders will be permitted to sell participations in loans and commitments without restriction (except as provided below). Voting rights of participants shall be limited to matters in respect of (a) increases in commitments of such participant, (b) reductions or forgiveness of principal, interest or fees payable to such participant, (c) extensions of final maturity or scheduled amortization of, or the date for payment of interest or fees on, the loans or commitments in which such participant participates and (d) releases of all or substantially all of the value of the Guarantees, or all or substantially all of the Collateral, which require the consent of all Lenders. In no event shall any participation be made to a Disqualified Institution.

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If any Lender becomes a Defaulting Lender, then the letter of credit exposure and swingline loans of such Defaulting Lender will automatically (subject to conditions to be agreed) be reallocated among the non-Defaulting Lenders pro rata in accordance with their commitments under the Revolving Facility up to an amount such that the revolving credit exposure of such non-Defaulting Lender does not exceed its commitments. In the event that such reallocation does not fully cover the letter of credit exposure or swingline loans, as applicable, of such Defaulting Lender, the applicable Issuing Bank or Swingline Lender, as applicable, may require the Borrower to cash collateralize such uncovered exposure in respect of each Defaulting Lenders: outstanding letter of credit and swingline loan and will have no obligation to issue new letters of credit (or to extend, renew or amend existing letters of credit) or make new swingline loans to the extent letter of credit exposure or swingline loans would exceed the commitments of the non-Defaulting Lenders, unless such uncovered exposure is cash collateralized to the Issuing Banks or Swingline Lenders, as applicable, reasonable satisfaction. The Borrower shall also have the right to terminate the commitment of any Defaulting Lender to the extent such termination does not cause the revolving credit exposure to exceed the revolving credit commitments. The Borrower will indemnify the Lead Arrangers, the Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent, the Lenders, the Issuing Bank and the Swingline Lender, in each case, in their respective capacities as such, and their respective successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and members of each of the foregoing (each, an Indemnified Person) and hold them harmless from and against all costs, expenses Expenses and Indemnification: (including reasonable and documented fees, disbursements and other charges of one firm of counsel to all Indemnified Persons (taken as a whole) (and (x) if necessary, one firm of local counsel in each relevant material jurisdiction and (y) solely in the case of an actual conflict of interest, one additional firm of counsel as necessary to the affected Indemnified Persons taken as a whole) but no other third-party advisors without prior consent) and liabilities of such Indemnified

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower, the Acquired Business or any of their respective affiliates or equity holders) that relates to the Transactions, including the financing contemplated hereby, the Acquisition or any transactions in connection therewith; provided that no Indemnified Person will be indemnified for any cost, expense or liability (i) to the extent determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from its willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its Related Indemnified Persons, (ii) any material breach of the obligations of such Indemnified Person or any of its affiliates or related parties under the Senior Facilities Documentation or (iii) relating to disputes between and among Indemnified Persons (other than disputes involving claims against the Lead Arranger, the Agent, the Collateral Agent, the Syndication Agent or the Documentation Agent in their respective capacities as such). For purposes hereof, a Related Indemnified Person of any Indemnified Person shall include (a) any controlling person or controlled affiliate of such Indemnified Person, (b) the respective directors, officers or employees of such Indemnified Person or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnified Person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnified Person, controlling person or controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of the Senior Facilities or the investment in or holding of the loans under the Senior Facilities, as applicable.

In addition, the Borrower shall pay (a) all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable fees, disbursements and other charges of counsel, limited to the reasonable fees and reasonable documented out- of-pocket expenses of one firm of legal counsel and one firm of local counsel in each applicable material jurisdiction) of the Lead Arrangers, the Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent, the Swingline Lender and the Issuing Bank in

Senior Facilities Term Sheet

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document connection with the syndication of the Senior Facilities, the preparation and administration of the definitive documentation, and amendments, modifications and waivers thereto and (b) all reasonable and documented out-of-pocket expenses (including, without limitation, fees, disbursements and other charges of counsel, limited to the reasonable fees and expenses of one firm of legal counsel, one firm of local counsel in each applicable material jurisdiction and, solely in the case of an actual conflict of interest, one additional firm of counsel as necessary to the affected Indemnified Persons taken as a whole) of the Lead Arrangers, the Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent, the Swingline Lender, the Issuing Bank and the Lenders for enforcement costs associated with the Senior Facilities.

Governing Law and Forum: New York.

Counsel to Agent and Arranger: Davis Polk & Wardwell LLP.

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Interest Rates: The interest rates under the Senior Facilities will be as follows: Revolving Facility At the option of the Borrower, initially Adjusted LIBOR plus 2.50% or ABR plus 3.50%; provided that all swingline borrowings will accrue interest based on the ABR option. From and after the delivery by the Borrower to the Agent of the Borrowers financial statements for the first full fiscal quarter of the Borrower completed after the Closing Date, interest rate margins under the Revolving Facility shall be determined by reference to the below pricing grid:

Adjusted Consolidated Total Secured Net Leverage Ratio LIBOR Margin ABR Margin £ 2.00:1.00 2.25 % 3.25 % > 2.00:1.00 and £ 4.00:1.00 2.50 % 3.50 % > 4.00:1.00 2.75 % 3.75 %

Term Facility At the option of the Borrower, Adjusted LIBOR plus 3.00% or ABR plus 4.00%. All Facilities The Borrower may elect interest periods of one, two, three or six months (or, if available to all relevant Lenders, a period shorter than one month or 12 months, as selected by the Borrower) for Adjusted LIBOR borrowings. Calculation of interest shall be on the basis of the actual number of days elapsed over a 360-day year (or 365- or 366-day year, as the case may be, in the case of ABR loans based on the prime rate) and (x) in the case of Adjusted LIBOR, shall be payable at the end of each interest period and, in any event, at least every three months and (y) in the case of ABR, payable in arrears on a quarterly basis and upon prepayment.

Senior Facilities Term Sheet

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ABR is the Alternate Base Rate, which is the highest of (i) the rate that the Agent announces from time to time as its prime or base commercial lending rate, as in effect from time to time, (ii) the Federal Funds Effective Rate plus 1⁄2 of 1.0% and (iii) one-month Adjusted LIBOR plus 1.0%. Adjusted LIBOR will at all times include statutory reserves and, in the case of the Term Facility only, shall be deemed to be not less than 0.75% per annum. A per annum fee equal to the spread over Adjusted LIBOR under the Revolving Facility will accrue on the aggregate face amount of outstanding letters of credit under the Revolving Facility, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be distributed to the Lenders participating in the Revolving Facility pro rata in accordance with the amount of Letter of Credit Fees: each such Lenders Revolving Facility commitment (other than to Defaulting Lenders). In addition, the Borrower shall pay to the Issuing Bank, for its own account, (a) a fronting fee equal to a percentage per annum to be agreed upon of the aggregate face amount of outstanding letters of credit, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary and reasonable issuance and administration fees. Initially, 0.375% per annum on the undrawn portion of the commitments in respect of the Senior Facilities, payable quarterly in arrears after the Closing Date and upon Commitment Fees: the termination of the commitments, calculated based on the actual number of days elapsed over a 360-day year. The commitment fee shall not be payable to Defaulting Lenders. From and after the delivery by the Borrower to the Agent of the Borrowers financial statements for the first full fiscal quarter of the Borrower completed after the Closing Date, commitment fees under the Revolving Facility shall be determined by reference to the below pricing grid:

Unused Commitment Consolidated Total Secured Net Leverage Ratio Fee Rate £ 2.00:1.00 0.25 % > 2.00:1.00 and £ 4.00:1.00 0.375 % > 4.00:1.00 0.50 %

Senior Facilities Term Sheet

A-I-2

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Senior Facilities Documentation will contain provisions under which, from and Changes in Interest Rate Margins and Commitment after a date to be agreed, interest rate margins and commitment fees under the Fees: Revolving Facility will be subject to change in increments to be agreed upon based upon performance goals to be agreed upon. An upfront fee equal to 0.375% of the aggregate commitments under the Revolving Facility will be payable by the Borrower on the Closing Date for the account of the Lenders participating in the Revolving Facility. The loans under the Term Facility will be issued to the Lenders participating in the Term Facility at a price of 99.0% of Original Issue Discount/Upfront Fees: their principal amount. Notwithstanding the foregoing, (a) all calculations of interest and fees in respect of the Senior Facilities will be calculated on the basis of their full stated principal amount and (b) at the option of the Lead Arranger, any original issue discount may instead be effected in the form of an upfront fee payable to the Lenders.

Bridge Facility Term Sheet

A-I-3

EXHIBIT B Project Silver Up to $1,250,000,000 Senior Unsecured Bridge Facility Summary of Principal Terms and Conditions3

Borrower: The same Borrower as under the Senior Facilities. Morgan Stanley Senior Funding, Inc. (MSSF), will act as sole administrative agent (in such capacity, the Bridge Facility Agent) for a syndicate of banks, Agent: financial institutions and other institutional lenders (excluding Disqualified Institutions) (together with MSSF, the Lenders), and will perform the duties customarily associated with such role. MSSF Securities (USA) LLC will act as a bookrunner and lead arranger for the Bridge Facility described below (collectively, in such capacities, the Bridge Lead Arranger, and, together with the Additional Committing Lenders or their Sole Bookrunner and Sole Lead Arranger: respective affiliates acting as additional arrangers pursuant to the Commitment Letter, the Bridge Lead Arrangers), and will perform the duties customarily associated with such roles. At the option of the Lead Arranger with the consent of the Borrower, one or more Syndication Agent: financial institutions identified by the Lead Arranger (in such capacity, the Syndication Agent). At the option of the Lead Arranger and with the consent of the Borrower, one or Documentation Agent: more financial institutions identified by the Lead Arranger (in such capacity, the Documentation Agent). Senior unsecured bridge loans (the Bridge Loans) in an aggregate principal amount of up to $1,250,000,000 minus (i) the aggregate principal amount of Notes Bridge Facility: issued on the Closing Date, minus (ii) the amount of Preferred Stock Proceeds (the Bridge Facility). The proceeds of the Bridge Loans will be used by the Borrower on the Closing Date, together with the proceeds of the Senior Facilities, solely (a) to pay the Purpose: Merger Consideration, (b) to refinance the Existing Debt and (c) to pay the Transaction Costs.

3 All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this term sheet is attached, including Exhibit A thereto (the Senior Facilities Term Sheet). In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit B shall be determined by reference to the context in which it is used.

Bridge Facility Term Sheet

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The full amount of the Bridge Facility must be drawn in a single drawing on the Availability: Closing Date. Amounts borrowed under the Bridge Facility that are repaid or prepaid may not be reborrowed. The Bridge Loans will rank pari passu with the Senior Facilities (except with Ranking: respect to any collateral). Each existing and subsequently acquired or organized restricted subsidiary of the Borrower that is a guarantor of the Senior Facilities will guarantee (the Bridge Guarantees: Guarantees) the Bridge Loans on a senior unsecured basis. Any Bridge Guarantees will be automatically released upon the release of the Guarantors under the Senior Facilities. Notwithstanding anything to the contrary contained herein, the requirements of the preceding paragraph shall be, as of the Closing Date, subject to the limitations set forth in the Certain Funds Provision. The definitive documentation for the Bridge Facility will contain provisions pursuant to which, so long as no event of default is continuing, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an unrestricted subsidiary and subsequently re-designate such unrestricted subsidiary as a restricted subsidiary; provided, (x) such designation of a restricted subsidiary as an unrestricted subsidiary shall be deemed to constitute an investment and (y) such redesignation of any unrestricted subsidiary as a restricted subsidiary Unrestricted Subsidiaries: shall be deemed to constitute the incurrence of indebtedness and liens of such subsidiary (to the extent assumed). Unrestricted subsidiaries will not be subject to the mandatory prepayments, representations and warranties, covenants, events of default or other provisions of the definitive documentation for the Bridge Facility, and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of calculating any financial ratios or baskets contained in the definitive documentation for the Bridge Facility. Interest for the first three-month period commencing on the Closing Date shall be equal to Adjusted LIBOR (as defined below) plus 525 basis points (the Initial Interest Rates: Margin). At the end of the third month after the Closing Date and, subject to the Total Cap (as defined in

Bridge Facility Term Sheet

B-2

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the Fee Letter) at the end of each three month period thereafter, the spread over Adjusted LIBOR shall be increased by 50 basis points (the Initial Margin plus each 50 basis point increase described above, the Applicable Margin). Adjusted LIBOR means the London interbank offered rate for U.S. dollars (for a three- month interest period), which will at all times include statutory reserves and shall be deemed to be not less than 1.00% per annum.

Notwithstanding anything to the contrary set forth above, at no time shall the per annum interest rate on the Bridge Loans, the Extended Term Loans (as defined below) or the Exchange Notes (as defined below) exceed the Total Cap (as defined in the Fee Letter). Upon the occurrence of a Demand Failure Event (as defined in the Fee Letter), the interest rate with respect to the outstanding Bridge Loans will automatically increase by the amount necessary so that the total effective yield equals (but does not exceed) the Total Cap. Notwithstanding anything to the contrary, a Demand Failure Event shall not result in a default or Event of Default or permit the Lenders to accelerate the Bridge Loans. Interest on the Bridge Loans will be payable in cash, quarterly in arrears. Interest Payments: Calculation of interest shall be on the basis of the actual number of days elapsed over a 360-day year. Upon any payment or bankruptcy event of default, the interest rate will be, with Default Rate: respect to overdue amounts, the applicable interest rate plus 2.0% per annum. Interest on such overdue amounts will be payable upon written demand. Notwithstanding anything to the contrary set forth herein, in no event shall any cap or limit on the yield or interest rate payable with respect to the Bridge Loans, Extended Term Loans or Exchange Notes affect the payment in cash of any default rate of interest in respect of any Bridge Loans, Extended Term Loans or Exchange Notes. On the first anniversary of the Closing Date (the Conversion Date), any Bridge Loan that has not been previously repaid in full will be automatically converted into Conversion and Maturity: a senior unsecured term loan (each an Extended Term Loan) due on the date that is eight years after the Closing Date (the Maturity Date). At any time on or

Bridge Facility Term Sheet

B-3

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document after the Conversion Date, at the option of the applicable Lender, the Extended Term Loans may be exchanged in whole or in part for senior unsecured exchange notes (the Exchange Notes) having an equal principal amount; provided, that no Exchange Notes shall be issued until the Borrower shall have received requests to issue at least $50.0 million in aggregate principal amount of Exchange Notes.

The Extended Term Loans will be governed by the provisions of the Bridge Loan Documents (as defined below) and will have the same terms as the Bridge Loans except as expressly set forth on Annex I hereto. The Exchange Notes will be issued pursuant to an indenture that will have the terms set forth on Annex II hereto. The Extended Term Loan and Exchange Notes shall be pari passu with the Senior Facilities. The Bridge Loans shall be prepaid with, subject to certain exceptions to be agreed upon and after deduction of, among other things, amounts required to repay or prepay the Senior Facilities, (i) the net cash proceeds from the issuance, offering or placement of any debt obligations or equity securities by the Borrower or any of its restricted subsidiaries; provided that in the event that any lender that committed to provide a portion of the Bridge Loans pursuant to the Commitment Letter (each, an Initial Bridge Lender) or any of its affiliates purchases debt securities from the Borrower or its subsidiaries pursuant to a securities offering under the Fee Letter at an issue price above the level at which such Initial Bridge Lender or affiliate has determined such debt securities can be resold at the time of such purchase by such Initial Bridge Lender or affiliate to a bona fide third party that is not a Lender under Mandatory Prepayments: the Bridge Facility or an affiliate thereof or a participant in the Bridge Facility at such time (and notifies the Borrower in writing thereof), the net cash proceeds received by the Borrower and its restricted subsidiaries in respect of such debt securities may, at the option of such Initial Bridge Lender or affiliate, be applied first to prepay the Bridge Loans of such Initial Bridge Lender or affiliate (provided that if there is more than one such Initial Bridge Lender or affiliate then such net cash proceeds will be applied pro rata to prepay the Bridge Loans of all such Initial Bridge Lenders or affiliates in proportion to such Initial Bridge Lenders or affiliates principal amount of debt securities purchased from the Borrower or its subsidiaries) prior to being applied to prepay the Bridge Loans held by other Lenders; and (ii) the net cash proceeds from any non-ordinary course asset sales by the

Bridge Facility Term Sheet

B-4

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Borrower or any of its restricted subsidiaries in excess of an amount to be mutually agreed (and only in respect of amounts in excess thereof) and subject to exceptions to be mutually agreed upon and a 100% reinvestment right if reinvested (or committed to be reinvested) within 12 months of such sale or disposition (or 18 months in the event a binding letter of intent is entered into within such 12-month period). The Borrower will also be required to prepay the Bridge Loans following the occurrence of a Change of Control (to be defined) at 100% of the outstanding principal amount thereof (plus all accrued and unpaid interest thereon).

Subject to the provisions of the Senior Facilities, the Bridge Loans may be prepaid, in whole or in part, without premium or penalty, at par plus accrued and unpaid Voluntary Prepayments: interest upon not less than one business days prior written notice, at the option of the Borrower at any time. The definitive documentation relating to the Bridge Loans (the Bridge Loan Documents) will contain representations and warranties relating to the Borrower and its restricted subsidiaries that are consistent with those specified under the Representations and Warranties: caption Representations and Warranties in the Senior Facilities Term Sheet, with such changes as are appropriate in connection with the Bridge Loans, and which, in any event, be no less favorable to the Borrower and its restricted subsidiaries than the provisions in the Senior Facilities Documentation. Limited to the conditions precedent set forth in Section 6 of the Commitment Letter and Exhibit C thereto. For the avoidance of doubt, it is agreed that conditions set Conditions Precedent to Borrowing: forth herein and in Exhibit C are subject, in all respects, to the Certain Funds Provision. The Bridge Loan Documents shall not contain (a) any conditions precedent other than the conditions precedent expressly set forth herein, in Section 6 of the Commitment Letter and in Exhibit C or (b) any representation or warranty, affirmative or negative covenant or event of default not set forth in Section 6 of the Commitment Letter, this Exhibit B or Exhibit C thereto, the accuracy, compliance or absence, respectively, of or with which would be a condition to the borrowing under the Bridge Facility.

Bridge Facility Term Sheet

B-5

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Covenants: The Bridge Loan Documents will contain such affirmative covenants applicable to the Borrower and its restricted subsidiaries as are usual and customary for bridge loan financings of this type and negative covenants applicable to the Borrower and its restricted subsidiaries as are usual and customary for offerings of high yield securities as reasonably specified by the Bridge Facility Agent taking into account prevailing market conditions and with materiality qualifications, thresholds, exceptions, and baskets to be agreed, which in the case of negative covenants, will be incurrence-based covenants and in no event will contain any financial maintenance covenants or in the case of negative and affirmative covenants, be more restrictive than, or include covenants not included in, the Senior Facilities; provided that the ratio debt, restricted payments, and asset sale covenants applicable to the Bridge Loans in the first year may be more more restrictive than those of the Term Facilities as reasonably agreed to by the Bridge Facility Agent and the Borrower. Notwithstanding the foregoing, the Bridge Loan Documents will include (i) a covenant for the Borrower to use its commercially reasonable efforts to refinance the Bridge Loans as promptly as practicable following the Closing Date and (ii) customary securities demand and cooperation covenants consistent with those set forth in the Fee Letter. Events of Default: Customary for the type of transactions proposed relating to the Borrower and its restricted subsidiaries (subject to to materiality thresholds, qualifications, exceptions, and grace and cure periods to be mutually agreed): nonpayment of principal when due, nonpayment of interest or other amounts after a five (5) business day grace period; violation of covenants after a specified period of time for certain covenants to be agreed (subject, in the case of affirmative covenants, to a grace period of 30 days following written notice from the Bridge Facility Agent (other than in respect of maintenance of the Borrowers existence and notices of an event of default)); on the Closing Date, any Specified Representation proving to have been materially incorrect when made and on any date thereafter, any other representation or warranty proving to have been materially incorrect when made or deemed made; cross acceleration and cross-payment default at maturity of debt in excess of an amount to be mutually agreed; bankruptcy (with a 60 day grace period for involuntary proceedings); monetary judgment defaults to the extent not covered by indemnities or insurance above an amount to be mutually agreed; customary ERISA events that would result in a Material Adverse Effect; and actual or asserted invalidity of Guarantees.

Bridge Facility Term Sheet

B-6

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Voting: Amendments and waivers of the Bridge Loan Documents will require the approval of Lenders holding more than 50% of the aggregate amount of the Bridge Loans (Required Bridge Lenders), except that the consent of (a) each affected Lender (but not Required Bridge Lenders) shall be required with respect to (i) increases in the commitment of such Lender, (ii) reductions or forgiveness of principal, interest or fees payable to such Lender (other than waivers of default interest, default or event of default or mandatory prepayment), and (iii) extensions of the Conversion Date or final maturity of such Lenders Bridge Loans or of the date for payment to such Lender of any interest or fees (it being understood and agreed that the amendment or waiver of any mandatory prepayment, waiver of default interest, default or event of default shall only require the consent of the Required Bridge Lenders), and (b) each Lender shall be required with respect to (i) reductions to voting percentages and (ii) releases of all or substantially all of the value of the Guarantees (other than in connection with permitted asset sales, dispositions, mergers, liquidations or dissolutions or as otherwise permitted). Cost and Yield Protection: Usual for facilities and transactions of this type, including customary tax gross-up provisions (including but not limited to provisions relating to Dodd-Frank and Basel III). Assignments and Participations: The Lenders will be permitted to assign loans under the Bridge Facility in compliance with applicable law to any third party (other than to a Disqualified Institution) at any time, in consultation with the Borrower; provided that, for the twelve month period commencing on the Closing Date, the consent of the Borrower shall be required (other than (x) upon the occurrence and continuation of a payment or bankruptcy (with respect to the Borrower) Event of Default or (y) upon the occurrence of a Demand Failure Event (as defined in the Fee Letter)) with respect to any assignment that would result in the initial Lenders holding less than a majority of the aggregate outstanding principal amount of the loans under the Bridge Facility. Each assignment will be in an amount of an integral multiple of $1,000,000. Assignments will be by novation. No assignment may be made to a Disqualified Institution.

Bridge Facility Term Sheet

B-7

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Lenders will be permitted to sell participations in loans without restriction (except as provided below). Voting rights of participants shall be limited to matters in respect of (a) reductions or forgiveness of principal, interest or fees payable to such participant, (c) extensions of final maturity, or the date for payment of interest or fees on, the loans in which such participant participates and (c) releases of all or substantially all of the value of the Guarantees, which require the consent of all Lenders. In no event shall any participation be made to a Disqualified Institution. Expenses and Indemnification: The Borrower will indemnify the Lead Arrangers, the Agent, the Syndication Agent, the Documentation Agent, and the Lenders, in each case in their respective capacities as such, and their respective successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and members of each of the foregoing (each, an Indemnified Person) and hold them harmless from and against all costs, expenses (including reasonable and documented fees, disbursements and other charges of one firm of counsel to all Indemnified Persons (taken as a whole) (and (x) if necessary, one firm of local counsel in each relevant material jurisdiction and (y) solely in the case of an actual conflict of interest, one additional firm of counsel as necessary to the affected Indemnified Persons taken as a whole) but no other third party advisors without prior consent) and liabilities of such Indemnified Person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower, the Acquired Business or any of their respective affiliates or equity holders) that relates to the Transactions, including the financing contemplated hereby, the Acquisition or any transactions in connection therewith; provided that no Indemnified Person will be indemnified for any cost, expense or liability (i) to the extent determined in the final, non- appealable judgment of a court of competent jurisdiction to have resulted primarily from its willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its Related Indemnified Persons, (ii) any material breach of the obligations of such Indemnified Person or any of its affiliates or related parties under the Bridge Facility Documentation or (iii) relating to disputes between and among Indemnified Persons (other than disputes involving claims against the Lead Arranger, the Agent, the Syndication Agent or the Documentation Agent in their respective capacities as such). For purposes hereof, a Related Indemnified Person of any Indemnified Person shall include (a) any controlling person or

Bridge Facility Term Sheet

B-8

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document controlled affiliate of such Indemnified Person, (b) the respective directors, officers or employees of such Indemnified Person or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnified Person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnified Person, controlling person or controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of the Bridge Facilities or the investment in or holding of the loans under the Bridge Facilities, as applicable. In addition, the Borrower shall pay (a) all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable fees, disbursements and other charges of counsel, limited to the reasonable fees and reasonable documented out-of-pocket expenses of one firm of legal counsel and one firm of local counsel in each applicable material jurisdiction) of the Lead Arrangers, the Agent, the Syndication Agent and the Documentation Agent in connection with the syndication of the Bridge Facility, the preparation and administration of the definitive documentation, and amendments, modifications and waivers thereto and (b) all reasonable and documented out-of-pocket expenses (including, without limitation, fees, disbursements and other charges of counsel, limited to the reasonable fees and reasonable documented out-of-pocket expenses of one firm of legal counsel, one firm of local counsel in each applicable material jurisdiction and, solely in the case of an actual conflict of interest, one additional firm of counsel as necessary to the affected Indemnified Persons taken as a whole) of the Lead Arrangers, the Agent, the Syndication Agent, the Documentation Agent and the Lenders for enforcement costs associated with the Bridge Facility. Governing Law: New York. Counsel to the Bridge Facility Agent and Davis Polk & Wardwell LLP. the Lead Arranger:

Bridge Facility Term Sheet

B-9

Extended Term Loans

Maturity: The Extended Term Loans will mature on the date that is eight years after the Closing Date. Interest Rate: The Extended Term Loans will bear interest at an interest rate per annum equal to the Total Cap. Interest shall be payable on the last day of each fiscal quarter of the Borrower and on the Maturity Date, in each case payable in arrears and computed on the basis of a 360-day year. Covenants and Events of Default: Upon and after the Conversion Date, the covenants, events of default and mandatory prepayments applicable to the Exchange Notes will also be applicable to the Extended Term Loans.

Bridge Facility Term Sheet

Exchange Notes

Issue: The Exchange Notes will be issued under an indenture capable of being qualified under the Trust Indenture Act of 1939, as amended. Maturity: The Exchange Notes will mature on the date that is eight years after the Closing Date (the Exchange Note Maturity Date). Interest Rate: The Exchange Notes will bear interest at a fixed rate equal to the Total Cap. Optional Redemption: The Exchange Notes will be non-callable until the fourth anniversary of the Closing Date (subject to a 35% equity clawback provision). Thereafter, each Exchange Note will be callable at par plus accrued interest plus a premium equal to three-quarters of the coupon in effect on the date the coupon was fixed, which such premium shall decline ratably on each yearly anniversary of the date of such sale to zero two years prior to the Exchange Note Maturity Date. Notwithstanding the foregoing, unless a Demand Failure Event has occurred, any Exchange Notes not held by a non-affiliated third party and that were not acquired in market making or open market transactions may be repaid, in whole or in part, in minimum denominations to be mutually agreed, at par plus accrued and unpaid interest upon not less than one business days prior written notice, at the option of the Borrower at any time. The optional redemption provisions will be on terms customary with high yield debt securities. Offer to Repurchase upon a Change of The Borrower will be required to offer to repurchase the Exchange Notes following the Control: occurrence of a Change of Control (to be defined) at 101% (or 100% in the case of Exchange Notes not held by a non-affiliated third party of a Commitment Party and that were not acquired in market making or open market transactions) of the outstanding principal amount thereof (plus all accrued and unpaid interest thereon) Defeasance Provisions: Customary for offerings publicly traded high-yield debt securities. Modification: Customary for offerings of publicly traded high-yield debt securities.

Bridge Facility Term Sheet

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Registration Rights: The Borrower will (unless a Shelf Registration Statement (as defined below) covering such Exchange Notes is already effective and available) use commercially reasonable efforts to file within 60 days after the date of each issuance of Exchange Notes (each, an Issue Date), and will use commercially reasonable efforts to cause to become effective as soon thereafter as practicable, a shelf registration statement with respect to such Exchange Notes (a Shelf Registration Statement) relating to a an exchange offer whereby the Borrower will offer registered notes having terms identical to such Exchange Notes in exchange for all such Exchange Notes. If a Shelf Registration Statement is filed, the Borrower will keep such registration statement effective and available (subject to customary exceptions) until the later of one year after the issue of such Exchange Notes and the date it is no longer needed to permit unrestricted resales of Exchange Notes. Covenants: Customary for offerings of publicly traded high-yield debt securities and based on those contained in the preliminary offering memorandum or prospectus used to market the Notes prior to the Closing Date. Events of Default: Customary for offerings of publicly traded high-yield debt securities and consistent with those in the preliminary offering memorandum or prospectus used to market the Notes prior to the Closing Date, but not including a cross-default (and in lieu thereof, a cross- acceleration and cross-payment default at maturity to debt in excess of an amount to be agreed)

Bridge Facility Term Sheet

B-II-2

Project Silver $2,250,000,000 Senior Secured Credit Facilities Up to $1,250,000,000 Senior Unsecured Bridge Facility Summary of Additional Conditions Precedent4

The initial borrowing under each of the Facilities shall be subject to only the following additional conditions precedent: 1. The Acquisition shall have been consummated or shall be consummated substantially simultaneously with the initial borrowings under the Facilities in accordance in all material respects with the Acquisition Agreement (without any amendment, modification or waiver to any material provision thereof which is material and adverse to the Lenders or the Lead Arrangers for the Facilities in their capacity as such without the prior written consent of the Agents (not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any (a) decrease in the Merger Consideration (other than any decrease that is (x) less than 10% of the Merger Consideration as of the date hereof or (y) allocated on a dollar-for-dollar basis to reduce the Facilities, (b) increase in the Merger Consideration (other than any increase funded with equity proceeds), and (c) any amendment to the definition of Material Adverse Effect, shall in each case, be deemed to be a modification which is material and adverse to the Lenders); it being understood and agreed that no purchase price or similar adjustment provisions set forth in the Acquisition Agreement shall constitute a reduction or increase in Merger Consideration. The Acquisition Agreement (including all schedules and exhibits thereto) shall be reasonably satisfactory to the Agent, it being understood that the draft Acquisition Agreement marked as W&S 4/13/14 DRAFT is satisfactory to it. 2. After giving effect to the Transactions, the Borrower and its subsidiaries shall have outstanding no preferred stock or material indebtedness for borrowed money other than (a) the loans and other extensions of credit under the Senior Facilities, (b) the Notes and/or the Bridge Loans, (c) indebtedness permitted to remain outstanding (i) under the Acquisition Agreement or (ii) with respect to Zebra Technologies Corporation and its subsidiaries, indebtedness which exists on the Closing Date immediately prior to the closing and that is either disclosed to the Lead Arrangers in connection with the definitive documentation for each of the Facilities or otherwise permitted to remain outstanding pursuant to the terms of the definitive documentation, (d) the Preferred Stock, (e) other indebtedness to be agreed upon and (f) intercompany indebtedness for borrowed money. 3. The Agent shall have received (a) a U.S. GAAP audited consolidated balance sheet and related statements of income, stockholders equity and cash flows of the Borrower for the 2011, 2012 and 2013 fiscal years (and, to the extent available, the related unaudited consolidating financial statements) and each subsequent fiscal year ended at least 60 days before the Closing Date, (b) a U.S. GAAP audited consolidated balance sheet and related statements of operations, comprehensive income, business equity and cash flows of the Acquired Business for the 2012 and 2013 fiscal years and each subsequent fiscal year ended at least 60 days before the Closing Date, (c) U.S. GAAP audited statements of operations, comprehensive income, business

4 All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Exhibit C is attached, including Exhibits A and B thereto. Unless the context requires otherwise, references herein to the Agent shall be deemed to be references to each of the Agent as defined in such Exhibit A and the Agent as defined in such Exhibit B.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document equity and cash flows of the Acquired Business for the 2011 fiscal year, (d) U.S. GAAP unaudited consolidated and, to the extent available, consolidating, balance sheets and related statements of income, stockholders equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 60 days before the Closing Date, and (e) U.S. GAAP unaudited consolidated balance sheets and related statements of income and cash flows of the Acquired Business for each subsequent fiscal quarter ended at least 60 days before the Closing Date. 4. The Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to paragraph 3 above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), in each case, subject to other adjustments as set forth in the model delivered by the Borrower to the Lead Arrangers on April 11, 2014. 5. The Agents shall have received a certificate from the chief financial officer (or equivalent officer) of the Borrower in the form attached hereto as Exhibit D certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent. 6. With respect to the Bridge Facility, (a) one or more investment banks reasonably satisfactory to the Lead Arrangers (such acceptance not to be unreasonably withheld or delayed) (collectively, the Investment Bank) shall have been engaged to privately place the Notes and the Lead Arrangers and the Investment Bank each shall have received, (i) a customary preliminary offering document (an Offering Document) suitable for use in a customary high-yield road show relating to the Notes, which contains all customary financial information (including all audited financial statements (which, for the avoidance of doubt, shall include audited financial statements for and as of the fiscal year ended December 31, 2014 if the period referred to in clause (b) below would include February 12, 2015 or such period commences after February 12, 2015), all unaudited financial statements (which shall have been reviewed as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722) and all appropriate pro forma financial statements (which, for the avoidance of doubt, in no event shall require financial information otherwise required by Rule 3-09, Rule 3-10 and Rule 3-16 of Regulation S-X or segment reporting and Compensation Discussion and Analysis required by Regulation S-K Item 402(b) and other information or financial data customarily excluded from a Rule 144A offering involving high yield debt securities with respect to the Acquired Business)), including such information that would be necessary for the Investment Bank to receive customary (for high yield securities) comfort (including negative assurance comfort) from independent accountants for the Borrower and the Acquired Business in connection with the offering of the Notes; provided that, such condition shall be deemed satisfied if such Offering Document excludes the description of notes and other information and sections that would customarily be provided by the Investment Bank or its counsel but is otherwise complete and (b) the Investment Bank shall have been afforded a period of at least 15 consecutive business days (unless a shorter period of time is reasonably acceptable to the Investment Bank in its sole discretion) following the date of delivery of an Offering Document including the information described in clause (a) to seek to place the Notes with qualified purchasers thereof (provided that (w) if such consecutive business day period has not ended prior to June 30, 2014, then it will not commence until July 7, 2014, (x) if such consecutive business day period has not ended prior to August 22, 2014, then it will not commence until September 2, 2014, (y) if such consecutive business day period has not ended prior to November 24, 2014, then it will not

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document commence until December 1, 2014 and (z) if such consecutive business day period has not ended prior to December 22, 2014, then it will not commence until January 5, 2015). If the Borrower in good faith reasonably believes that it has delivered the Offering Document, it may deliver to the Bridge Lead Arrangers written notice to that effect (stating when it believes it completed any such delivery), in which case the Borrower shall be deemed to have delivered the Offering Document on the date specified in such notice and the 15 consecutive day period described above shall be deemed to have commenced on the date specified in such notice, in each case unless the Bridge Lead Arrangers in good faith reasonably believe that the Borrower has not completed delivery of the Offering Document and, within two business days after its receipt of such notice from the Borrower, the Bridge Lead Arrangers deliver a written notice to the Borrower to that effect (stating with specificity which information is required to complete the Offering Document). 7. The Agent shall have received, at least two (2) business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable know your customer and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent any such information or documentation was requested at least 10 business days prior to the Closing Date. 8. Subject to the Certain Funds Provision, the Lead Arrangers shall have received (a) customary legal opinions, (b) customary governing documents consisting of bylaws, operating agreements, charters and equivalent documents, officers certificates, and public officials good standing certifications in the respective jurisdictions of organization of the Borrower and the Subsidiary Guarantors; (c) subject to the Certain Funds Provision, perfected security interests in the Collateral (free and clear of all liens, other than permitted liens, but subject to the Certain Funds Provision), and (d) customary evidence of authority (it being understood that the Facilities Documentation shall be executed by Subsidiary Guarantors, upon organizational authorization thereof, which authorization shall be done promptly following the consummation of the Acquisition and the initial funding of the Senior Facilities). 9. All accrued costs, fees and expenses (including legal fees and expenses and the fees and expenses of any other advisors) and other compensation payable to either Agent, the Lead Arrangers or any Lender required to be paid on the Closing Date pursuant to the Fee Letter and/or Commitment Letter, in each case, to the extent invoiced at least three (3) business days prior to the Closing Date, shall, upon the initial borrowing under the Senior Facilities, have been paid (which amounts may be offset against the proceeds of the applicable Senior Facility).

FORM OF SOLVENCY CERTIFICATE SOLVENCY CERTIFICATE of BORROWER AND ITS RESTRICTED SUBSIDIARIES

[DATE]

Pursuant to the [Credit Agreement] (the Credit Agreement), the undersigned hereby certifies to each of the Administrative Agents and Lenders, solely in such undersigneds capacity as [chief financial officer] [specify other officer with equivalent duties] of [ ], a [Delaware corporation] (the Borrower), and not individually (and without personal liability), as follows:

As of the date hereof, on a pro forma basis after giving effect to the consummation of the Transactions, including the making of the Loans under the Credit Agreement on the date hereof, and after giving effect to the application of the proceeds of such Loans: (a) the fair value of the assets (on a going concern basis) of Borrower and its restricted subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property (on a going concern basis) of the Borrower and its restricted subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business; (c) the Borrower and its restricted subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured in the ordinary course of business; and (d) the Borrower and its restricted subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business contemplated as of the date hereof for which they have unreasonably small capital.

For purposes of this solvency certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

The undersigned is familiar with the business and financial position of the Borrower and its restricted subsidiaries (taken as a whole). In reaching the conclusions set forth in this solvency certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by the Borrower and its restricted subsidiaries (taken as a whole) after consummation of the transactions contemplated by the Credit Agreement.

[Signature Page Follows.]

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the undersigned has executed this solvency certificate in such undersigneds capacity as [chief financial officer][specify other officer with equivalent duties] of the Borrower, on behalf of the Borrower, and not individually, as of the date first stated above.

Name: Title: [Chief Financial Officer] of []