Amendment, dated as of September 5, 2019, to the Investment Agreement by and among Motorola Solutions, Inc., Silver Lake Partners IV, L.P. and Silver Lake Partners IV Cayman (AIV II), L.P, dated as of August 4, 2015
September 5, 2019
Motorola Solutions, Inc.
500 W. Monroe Street
Chicago, Illinois 60661
Attention: General Counsel
Re: Amendments to Investment Agreement
Reference is made to that certain Investment Agreement, dated as of August 4, 2015, by and among Motorola Solutions, Inc. (the Company), Silver Lake Partners IV, L.P. (Partners IV) and Silver Lake Partners IV Cayman (AIV II), L.P. (together with Partners IV, the SL Parties) (such agreement, the Investment Agreement).
Reference is also made to that certain Investment Agreement, dated as of the date hereof, by and among the Company, Silver Lake Partners Alpine, L.P. and Silver Lake Alpine (Offshore Master), L.P. (the New Investment Agreement).
The Company and the SL Parties hereby agree that, subject to, and effective as of, the consummation of the Closing (as such term is defined in the New Investment Agreement, the Closing) in accordance with the terms of the New Investment Agreement, the rights and obligations of the parties to the Investment Agreement pursuant to Section 4.07 of the Investment Agreement shall terminate and be of no further force and effect; provided, that such termination shall not result in the waiver of any breach (or any cause of action in respect thereof) of Section 4.07 of the Investment Agreement occurring prior to such termination.
Except for the provisions set forth herein, the Investment Agreement shall remain in full force and effect, and this letter agreement shall not be deemed to constitute a waiver or modification of any other representation, warranty, condition or covenant contained in the Investment Agreement.
Sections 6.08, 6.09 and 6.10 of the Investment Agreement are incorporated herein by reference, mutatis mutandis.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties have executed this letter agreement as of the day and year first above written.
|SILVER LAKE PARTNERS IV, L.P.|
|SILVER LAKE PARTNERS IV CAYMAN (AIV II), L.P.|
|By: Silver Lake Technology Associates IV Cayman, L.P., its general partner|
|By: Silver Lake (Offshore) AIV GP IV, Ltd., its general partner|
|AGREED AND ACCEPTED:|
|MOTOROLA SOLUTIONS, INC.|
|Name:||Kristin L. Kruska|
|Title:||Corporate Vice President and Secretary|
[Signature Page to Amendment to Investment Agreement]