EXHIBIT 10.1

EXECUTION COPY

AMENDED AND RESTATED INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “ Agreement ”) is made and entered into effective as of July 31, 2010 (the “ Effective Date ”), by and between Motorola, Inc., a Delaware corporation (“ Motorola ”), and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“ Mobility ”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in Article 1 of that certain Master Separation and Distribution Agreement effective as of July 31, 2010 (the “ Separation Agreement ”), by and among Motorola, Mobility and Motorola SpinCo Holdings Corporation, a Delaware corporation and wholly-owned subsidiary of Motorola (“ SpinCo ”).

RECITALS

WHEREAS, pursuant to the Separation Agreement, Motorola, SpinCo and Mobility have agreed to separate the MD Business and the Home Business (collectively, “ Transferred Businesses ”) from Motorola by contributing or otherwise transferring, and causing certain of its Subsidiaries to contribute or otherwise transfer, (i) certain Assets and Liabilities associated with the Transferred Businesses, including the stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses, to Mobility and certain of its Subsidiaries or entities that will become its Subsidiaries prior to the Distribution (the “ Mobility Contribution ”), and (ii) following the Mobility Contribution and the consummation of certain related reorganization transactions but in any event prior to the Distribution, certain Assets and Liabilities associated with the Transferred Businesses, including shares of capital stock of Mobility and stock or other equity interests of Motorola Mobility Japan Limited, to SpinCo;

WHEREAS, in connection with the Mobility Contribution and pursuant to the Separation Agreement, Motorola desires to contribute or otherwise transfer and assign, and to cause certain of its Subsidiaries to contribute or otherwise transfer and assign, certain Intellectual Property of the Motorola Group associated with the Transferred Businesses to Mobility;

WHEREAS, in connection therewith, this Agreement is intended to effect the transfer of certain Transferred Assets held by Motorola to Mobility; and

WHEREAS, it is intended that the transactions contemplated by this Agreement will qualify as a tax-free transaction for U.S. federal income tax purposes pursuant to Section 351 of the Code.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 “ Assigned Copyrights ” means: (a) all Copyrights in and to the Assigned Technology; (b) all renewals and extensions thereof; and (c) all rights with respect to such Copyrights.

1.2 “ Assigned Intellectual Property ” has the meaning set forth in Section 2.1 (Assigned Intellectual Property).

1

1.3 “ Assigned Mask Works ” means: (a) those Mask Works fixed by Motorola that are embodied exclusively in a product of the Transferred Business and any mask work protection available to Motorola in those Mask Works; and (b) all rights with respect to such Mask Works.

1.4 “ Assigned Patents ” means all Patents set forth on Addendum A . The Patents on Schedule 1(B) of Addendum A are currently held by existing subsidiaries of Motorola, Inc., who will become subsidiaries of Mobility by virtue of the Mobility Contribution (as such term is defined in the Separation Agreement), and are not being affirmatively assigned to Mobility hereunder. Such Patents have been included on the Schedule of Assigned Patents for clarification and completeness only.

1.5 “ Assigned Technology ” means: (i) any and all portions of Motorola Technology (other than Assigned Mask Works): (a) used exclusively or held for use exclusively in the Transferred Businesses; (b) allocated to Mobility under Schedule 3 of Addendum A ; or (c) that is Jointly Owned Technology (but only to the extent of Mobility’s undivided one-half interest); and (ii) all rights with respect to such Technology.

1.6 “ Copyrights ” means: (a) any rights in original works of authorship fixed in any tangible medium of expression as set forth in 17 U.S.C. § 101 et. seq .; (b) all registrations for and applications to register the foregoing anywhere in the world; (c) all foreign counterparts and analogous rights anywhere in the world; and (d) all rights in and to any of the foregoing.

1.7 “ Group ” means either the Motorola Group or the Mobility Group, as the context requires.

1.8 “ Intellectual Property ” means all rights in Copyrights, Patents, Mask Works, Technology and any other proprietary rights relating to intangible property anywhere in the world, and all registrations and applications related to any of the foregoing and analogous rights thereto anywhere in the world, but excluding all rights in Trademarks.

1.9 “ Jointly Owned Technology ” is defined in Schedule 3 of Addendum A .

1.10 “ Jointly Owned Technology IP ” means, individually and collectively: (i) any Jointly Owned Technology Patent and (ii) any Non-Patent Intellectual Property Right in or to any Jointly Owned Technology.

1.11 “ Jointly Owned Technology Patent ” means any patent application filed by a party alone or in agreement with the other party after the Effective Date to secure patent rights claiming any Jointly Owned Technology and any patent issued from any such patent application, but no Patent claiming any Technology that was disclosed as an invention in an invention disclosure existing on the Effective Date. For the avoidance of doubt, any Patent claiming any Technology that was disclosed as an invention in an invention disclosure existing on the Effective Date shall be owned by the owner(s) of such invention disclosure, including, if applicable, the party or parties to whom such invention disclosure has been assigned under Schedule 3 of Addendum A .

1.12 “ Mask Work ” means: (a) any mask work, registered or unregistered, as defined in 17 U.S.C. §901; (b) all registrations for and applications to register the foregoing anywhere in the world; (c) all foreign counterparts and analogous rights anywhere in the world (including, without limitation, semiconductor topography rights); and (d) all rights in and to any of the foregoing.

1.13 “ Mobility Group ” means Mobility, each Subsidiary of Mobility as of the Effective Date, each Person that will become a Subsidiary of Mobility pursuant to the Mobility Contribution, and each Person that will become, from and after the Distribution, an Affiliate of Mobility (including, for purposes of this definition, SpinCo).

2

1.14 “ Motorola Technology ” means any and all Technology that exists as of the Effective Date and that, immediately prior to the Effective Date, is owned by Motorola or any of its Affiliates, including any of its business units and divisions. The term includes any and all Technology owned or controlled by any Motorola Affiliates under which Motorola or any of its Affiliates has the right to grant any of the assignments of the type and on the terms granted in this Agreement.

1.15 “ Non-Patent Intellectual Property Right ” means all rights in Copyrights, Mask Works, Technology and other intangible property anywhere in the world, and all registrations and applications relating to any of the foregoing and analogous rights thereto anywhere in the world, other than any right in any Patent or any Trademark.

1.16 “ Patents ” means: (a) patents and patent applications, worldwide, including all divisions, continuations, continuing prosecution applications, continuations in part, reissues, renewals, reexaminations, and extensions thereof and any counterparts worldwide claiming priority therefrom; utility models, design patents, patents of importation/confirmation, and certificates of invention and like statutory rights; and (b) all right in and to any of the foregoing.

1.17 “ Registered Intellectual Property ” means Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued by, filed with, or recorded by any governmental or quasi-governmental agency or non-governmental registrar (whether provisional, supplemental, or otherwise), anywhere in the world.

1.18 “ Software ” means 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 (regardless of the stage of development or completion) including any and all: (a) media on which any of the foregoing is recorded; (b) forms in which any of the foregoing is embodied (whether in source code, object code, executable code or human readable form); and (c) translation, ported versions and modifications of any of the foregoing.

1.19 “ Technology ” means any and all technical information, Software, specifications, drawings, records, documentation, industrial designs, works of authorship or other creative works, ideas, knowledge, know-how, Trade Secrets, invention disclosures or other data including works subject to Copyrights and Mask Works (but does not include Trademarks or Patents).

1.20 “ Trademarks ” means: (a) trademarks, service marks, logos, trade dress and trade names, and domain names indicating the source of goods or services, and other indicia of commercial source or origin (whether registered, common law, statutory or otherwise); (b) all registrations and applications to register the foregoing anywhere in the world; (c) all goodwill associated therewith; and (e) all rights in and to any of the foregoing.

1.21 “ Trade Secrets ” means trade secrets and all other rights in or to confidential or technical information.

3

ARTICLE 2

ASSIGNMENT AND TRANSFER OF INTELLECTUAL PROPERTY

2.1 Assigned Intellectual Property . In accordance with this Agreement, Motorola hereby sells, assigns, conveys, transfers and agrees to deliver to Mobility, and Mobility hereby receives and accepts from Motorola, with effect as of the Effective Date:

(a) all right, title and interest in the United States and throughout the world of the members of the Motorola Group in and to the following (collectively, the “ Assigned Intellectual Property ”), and any part, component, aspect, element and right thereof: all Assigned Patents, Assigned Copyrights, Assigned Mask Works and Assigned Technology including, without limitation, the Intellectual Property listed and described in Addendum A , and all tangible embodiments of any of the foregoing, in any form and in any media, in the possession of any member of the Motorola Group or other Persons engaged or retained by any member of the Motorola Group, subject to all licenses and covenants not to assert with respect to any of the foregoing entered into prior to the Effective Date;

(b) the exclusive right to exercise, exploit, assign, transfer, commercialize, develop, improve, and grant rights and licenses under and with respect to any of the Intellectual Property referenced in Section 2.1(a) , and to sue or otherwise enforce, and continue any suit or other enforcement, for any infringement occurring before or after the Effective Date as well as all statutory, contractual and other claims, demands, and causes of action for royalties, fees, or other income from, or infringement, misappropriation or violation of, any of the foregoing, and all of the proceeds from the foregoing that are accrued and unpaid as of, and/or accruing after , the Effective Date; and

(c) the exclusive right to file, continue, discontinue, prosecute, abandon, maintain, cancel, let expire, apply for and obtain statutory rights and registrations with respect to any Intellectual Property referenced in Section 2.1(a) , including without limitation any Intellectual Property: (i) conceived, developed or reduced to practice prior to the Effective Date solely by individuals who were employees of Motorola or any Affiliate of Motorola who worked in or were assigned to the Transferred Businesses immediately prior to the Effective Date and become Mobility employees after the Effective Date, even if the applicable Mobility employment agreement is not signed by such individuals (“ Transferred Employees ”), and (ii) unless otherwise agreed by the parties, conceived, developed or reduced to practice solely by Transferred Employees after the Effective Date, in the United States and anywhere else in the world;

provided , however , that the rights in this Section 2.1 are subject to Sections 3.3 through 3.7 regarding any Jointly Owned Technology and any Jointly Owned Technology IP.

2.2 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 Intellectual Property cannot be assigned as provided in Section 2.1 , (i) Motorola irrevocably agrees to assign and transfer, and hereby assigns and transfers to Mobility all rights (including, without limitation, all economic and commercialization rights) that can be assigned pursuant to Section 2.1 to the fullest extent permissible, and (ii) Motorola irrevocably agrees to grant, and hereby grants, Mobility an unlimited (except as provided otherwise in the Intellectual Property License Agreement), exclusive, irrevocable, assignable, transferable, sublicenseable, worldwide, perpetual, royalty-free license to use, exploit and commercialize in any manner now known or in the future discovered and for whatever purpose, any rights to Assigned Intellectual Property that cannot be assigned as contemplated by Section 2.1 .

4

ARTICLE 3

JOINTLY OWNED TECHNOLOGY

3.1 Jointly Used Existing Technology . In accordance with the procedure set forth in Schedule 3 to Addendum A , the parties will agree upon an allocation of ownership of any Jointly Used Existing Technology solely and exclusively to either Motorola or Mobility. To the extent that ownership of any Jointly Used Existing Technology is not allocated solely and exclusively to either Motorola or Mobility, then such Jointly Used Existing Technology shall be deemed to be Jointly Owned Technology, and both parties shall jointly own an undivided one-half interest in all ownership rights, title, and interest in and to any Non-Patent Intellectual Property Rights therein or thereto (but in each case not extending to any pre-existing, separately owned Intellectual Property that may be included in or underlying such Jointly Owned Technology or Intellectual Property that is otherwise allocated solely to either party pursuant to this Agreement, and without prejudice to any rights of any third party therein or thereto). Each party shall own an equal one-half (  ¹ / 2 ) undivided interest in and to all Jointly Owned Technology, subject to the following terms and conditions in this Article 3 .

3.2 Right to Use Jointly Owned Technology . Each party shall have the right to use, commercialize, and exploit any Jointly Owned Technology if, when, as and to the extent that such party decides in its sole discretion, without need for any notice to, or consent or approval by, the other party, including, without limitation, using, offering, selling, leasing, otherwise disposing of, importing, and exporting any product or services, and reproducing, distributing, creating Derivatives from, performing, and displaying any work, and otherwise exercising any Non-Patent Intellectual Property Rights constituting Jointly Owned Technology. Neither party shall have any obligation or liability to the other party to account for, or provide an accounting of, or be liable for all or any part of, any revenue, royalties, income, profits, or other returns or results from any of its use, commercialization or exploitation of any Jointly Owned Technology, and such other party shall have no right, title, interest, entitlement, or expectation of any kind therein or thereto. Each party hereby expressly waives any right to any accounting or share of any such revenue, royalties, profits or other returns or results to which such party may be entitled on the basis of its co-ownership of the Jointly Owned Technology, under copyright and other Non-Patent Intellectual Property Rights. Neither party shall have any obligation or liability for or in connection with any obligation, liability or penalty of the other party, including, without limitation, any infringement by or alleged against such other party, in connection with such other party’s use, commercialization or exploitation of any Jointly Owned Technology. Notwithstanding the foregoing, a party may only use any Trademark that is part of any Jointly Owned Technology only after, and in accordance with, any quality control policy or guideline established by the parties for the use of such Trademark, and in accordance with any separate agreement between the parties related to Trademarks.

3.3 Transfer of Jointly Owned Technology . Each party may transfer, assign, or convey its co-ownership interest in, or grant any non-exclusive licenses to, any Jointly Owned Technology to any third party without any notice or consent of the other party. Any transferee, assignee, or conveyee of such co-ownership interest shall agree in writing to the provisions, and to comply with the provisions, set forth in this Article 3 . The parties expressly agree this Agreement does not constitute an “agreement to the contrary” as defined in 35 U.S.C. § 262.

3.4 No Inter-Party Claims . The parties agree that neither party shall (i) assert or allege, or bring any claim, action, litigation or proceeding against the other party for, or asserting or alleging, any infringement of any Jointly Owned Technology IP as a result of such other party’s exercise of any rights under this Article 3 regarding the Jointly Owned Technology; or (ii) admit or agree to any invalidity or unenforceability of any Jointly Owned Technology Patent or the unenforceability of any Jointly Owned Technology IP other than a Jointly Owned Technology Patent; provided that nothing in this Section 3.4

5

shall: (aa) restrict, limit or abrogate any rights or remedies which a party may have against the other Party under or with regard to any breach of this Agreement, and (bb) for the avoidance of doubt, prevent giving factual evidence in any dispute involving any Jointly Owned Technology IP.

3.5 Right to Derivatives . Each party that acquires, develops, discovers, conceives, reduces to practice, authors, or creates any Derivative from any Jointly Owned Technology shall be the sole and exclusive owner (without prejudice to any rights of any third party in or to any such Derivative) of such Derivative, and the other party shall have no right, title, interest, license, entitlement, or expectation in or to such Derivative other than the co-ownership of any Intellectual Property rights that are part of the Jointly Owned Technology and cover such Derivative or part thereof.

3.6 Protection of Jointly Owned Technology . The parties shall mutually agree on the filing and prosecution of any patent application and maintenance of any patent claiming, and the application for and obtaining registrations for any other Intellectual Property rights protecting, any Jointly Owned Technology. Unless the parties agree otherwise, if the parties agree to make any such filing or application or to obtain any patent or registration, the parties shall equally bear the cost and expenses in connection with such filing, application, patent, or registration. To protect the Trade Secrets in any Jointly Owned Technology that comprises or is the subject of a Trade Secret, each party shall make such reasonable efforts to maintain its secrecy as such party makes for its own solely owned Trade Secrets of similar character and shall not unreasonably or in bad faith disclose any such Jointly Owned Technology without efforts that are reasonable under the circumstances to maintain its secrecy.

3.7 Enforcement of Jointly Owned Technology . Each party shall cooperate with the other party in the protection of, or with regard to procuring any protection of, any Jointly Owned Technology. The parties shall mutually agree on any action to enforce such Intellectual Property right. If any action is taken by mutual agreement of the parties against such infringement or violation, unless the parties agree otherwise in writing, each party shall bear one-half (  ¹ / 2 ) of the reasonable and necessary costs and expenses, and receive one-half (  ¹ / 2 ) of any reward, payment, damages, and other monetary benefits, arising from or in connection with such action. If a party requests in writing to the other party that the parties take action against any such infringement or violation and the other party declines or does not agree within sixty (60) days to take any action, the requesting party is free to pursue any lawful action against such infringement or violation as the requesting party decides in its sole discretion, provided that the requesting party shall bear all costs and expenses, and may retain without sharing with the other party all rewards, payments, damages, and other benefits, in connection with any such action. The other party shall provide such reasonable assistance as necessary for the requesting party to pursue such lawful action. The requesting party shall promptly reimburse the other party for all reasonable and necessary costs incurred by such other party as a result of such assistance.

ARTICLE 4

NO REPRESENTATIONS OR WARRANTIES

MOBILITY ACKNOWLEDGES AND AGREES THAT: (A) NO MEMBER OF THE MOTOROLA GROUP IS MAKING IN THIS AGREEMENT (OR ANY OTHER AGREEMENT CONTEMPLATED BY THIS AGREEMENT OR OTHERWISE) ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, QUALITY, MERCHANTABILITY, VALIDITY, ENFORCEABILITY OR FITNESS OF ANY ASSIGNED INTELLECTUAL PROPERTY; (B) ALL SUCH ASSIGNED INTELLECTUAL PROPERTY WILL BE TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS; AND (C) MOBILITY AND ITS AFFILIATES WILL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN IT OR THEM GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, PLEDGE, LIEN, CHARGE, CLAIM OR OTHER ENCUMBRANCE OF ANY NATURE WHATSOEVER.

6

ARTICLE 5

MISCELLANEOUS

5.1 Further Assurances .

(a) The parties hereto will each perform such acts, execute and deliver such information, instruments and documents, and do all such other things as may be reasonably necessary to accomplish the transactions contemplated in this Agreement, including, without limitation, providing or executing any affidavits, providing any testimony, and/or rendering any other assistance, as is necessary or useful for Mobility to secure and perfect sole and exclusive ownership of, and obtain registrations in the name of solely Mobility, for the Assigned Intellectual Property and/or any part thereof. In furtherance of the foregoing, Motorola and Mobility will execute Patent Assignments substantially in the form of Addendum B to evidence, record and perfect the transfer of the Assigned Patents. Except as otherwise expressly provided in the Separation Agreement, Motorola will not be obligated to incur any out-of-pocket costs, expenses and fees in connection with its obligations under this Section 5.1 , including, without limitation, any attorneys’ fees, recording, assignment or other similar fees.

(b) If and to the extent requested by Mobility, Motorola will cause, and hereby authorizes, the patent office, trademark office, copyright office, and similar or comparable agency, office, register, or registrar in any country or jurisdiction to record Mobility as the sole and exclusive owner of any application, copyright, patent and/or registration covering the Assigned Intellectual Property, and to issue any patent, copyright, registration, certificate, document or process in such country or jurisdiction, or issue process, presently pending or existing in the future, for any such application, copyright, patent and/or registration in the name and for the benefit of Mobility only.

(c) The parties acknowledge that, as part of the transfer of the Assigned Intellectual Property, Motorola may inadvertently retain Intellectual Property that should have been transferred to Mobility pursuant to Article 2 of this Agreement, and Mobility may inadvertently acquire Intellectual Property that should not have been transferred. Each party agrees to negotiate in good faith the transfer to the other of any such later identified Intellectual Property at the reasonable written request of the other party, which may include rescission of certain assignments and transfers made hereunder.

5.2 Export Control . Mobility hereby acknowledges that the Assigned Technology is subject to export controls under the laws and regulations of the United States, including the Export Administration Regulations, 15 C.F.R. Parts 730-774. In the purchase, resale and exploitation of any or all Assigned Technology, each member of the Mobility Group will comply strictly with all such United States export controls, and, without limiting the generality of this Section 5.2 , no member of the Mobility Group will export, reexport, transfer or divert any of the Assigned Technology, and technical data pertaining to such Assigned Technology, or any direct product thereof to any destination, end-use or end-user that is prohibited or restricted under such United States export control laws and regulations, except as specifically authorized by the United States Department of Commerce.

5.3 Governing Law . The internal laws of the State of Delaware (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement and, and each of the addenda and schedules hereto and thereto (whether arising in contract, tort, equity or otherwise).

7

5.4 Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining 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.

5.5 Entire Agreement . This Agreement, together with the Separation Agreement, the Contribution Agreement (as defined below) and each of the addenda and schedules appended hereto and thereto, constitutes the final agreement by and among the parties with respect to the subject matter contained herein, and is the complete and exclusive statement of the parties’ agreement on the matters contained herein. Without limiting the foregoing, in the event of any conflict between any provision in this Agreement and that certain Contribution, Assignment and Assumption Agreement dated July 31, 2010 by and among Motorola, SpinCo and Mobility (the “ Contribution Agreement ”), the provisions of this Agreement will control over the provisions in such Agreement. All prior and contemporaneous negotiations and agreements by and among the parties with respect to the matters contained herein are superseded by this Agreement. As of the Effective Date, this Agreement supersedes and replaces in its entirety the Intellectual Property Assignment Agreement executed by the parties dated as of July 31, 2010 (the “ Prior IP Assignment Agreement ”). The Prior IP Assignment Agreement is hereby rendered null and void.

5.6 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. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.

5.7 Variation . No variation of this Agreement will be valid unless it is in writing and signed by authorized representatives of the parties. The expression “variation” will include any amendment, modification, variation, supplement, deletion or replacement however affected.

5.8 Expenses . Except as otherwise provided in this Agreement, any of the other Ancillary Agreements or any other agreement between the parties contemplated hereby, all costs, fees and expenses of either party in connection with the transactions contemplated by this Agreement will be paid by the party that incurs such costs and expenses.

8

IN WITNESS WHEREOF, each of the parties has caused this Amended and Restated Intellectual Property Assignment Agreement to be executed on its behalf by a duly authorized effective as of the date first set forth above.

[Signature Page to Amended and Restated Intellectual Property Assignment Agreement]

9

Exhibit 10.2

EXECUTION COPY

AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENT

THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “ Agreement ”), is made and entered into effective as of July 31, 2010 (the “ Effective Date ”), by and between Motorola, Inc., a Delaware corporation (“ Motorola ”), and Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“ Mobility ”). Motorola and Mobility are each referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS, Motorola has determined that it would be appropriate, desirable and in the best interests of Motorola and Motorola’s stockholders to separate its Transferred Business (as defined below) from Motorola pursuant to and in accordance with the Master Separation and Distribution Agreement dated as of July 31, 2010, as may be amended from time to time (the “ Separation Agreement ”), by and among Motorola, Mobility and Motorola SpinCo Holdings Corporation, a Delaware corporation and wholly-owned subsidiary of Motorola (“ SpinCo ”);

WHEREAS, in connection with the separation of the Transferred Business from Motorola, Motorola desires to contribute or otherwise transfer, and to cause certain of its Subsidiaries to contribute or otherwise transfer, (i) certain Assets and Liabilities associated with the Transferred Business, including the stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Business, to Mobility and certain of its Subsidiaries or entities that will become its Subsidiaries prior to the Distribution, and (ii) certain Assets and Liabilities associated with the Transferred Business, including shares of capital stock of Mobility and stock or other equity interests of Motorola Mobility Japan Limited, to SpinCo;

WHEREAS, Mobility and its Subsidiaries desire to receive, and Motorola is willing to grant to Mobility and its Subsidiaries, certain rights under Licensed Motorola Patents and Non-Patent Intellectual Property in Licensed Motorola Technology on or after the Effective Date, and Motorola and its Subsidiaries desire to receive, and Mobility is willing to grant to Motorola and its Subsidiaries, certain rights under Licensed Mobility Patents and Non-Patent Intellectual Property Rights in Licensed Mobility Technology on or after the Effective Date, under the terms of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

A capitalized term used in this Agreement and not otherwise defined in this Article 1 or elsewhere in this Agreement will have the meanings ascribed to such term in the Separation Agreement. In the event that a capitalized term is defined in this Agreement and in the Separation Agreement, the definition in this Agreement shall prevail.

“ Action ” means any suit, arbitration, inquiry, proceeding or investigation by or before any court, governmental or other regulatory or administrative agency or commission or any arbitration tribunal asserted by a Person.

“ Affiliate ” of any Person means any other Person that directly or through one or more intermediaries controls, is controlled by or is under common control with the first such Person; whereby “control” of a Person means ownership of at least fifty percent (50%) of the outstanding voting power of such Person; provided that in no event shall a Party or any member of such Party’s Group be deemed to be an Affiliate of the other Party or of any member of such other Party’s Group.

“ Acquired Third Person ” means: (i) the third Person whose shares, securities or assets are subject to a Third Person Acquisition by the Acquiring Party under clause (i) of the definition of Third Person Acquisition, or (ii) the product or business line acquired by the Acquiring Party in a Third Person Acquisition under clause (ii) of the definition of Third Person Acquisition.

“ Change of Control ” means the acquisition of at least fifty percent (50%) of the outstanding voting power of a Party by another Person by means of any transaction or series of related transactions including, without limitation, any reorganization, merger, consolidation or tender offer, except where such Party’s shareholders of record as constituted immediately prior to such transaction will, immediately after such transaction together hold at least fifty percent (50%) of the outstanding voting power of the surviving or acquiring Person in such transaction. Notwithstanding the foregoing or anything in this Agreement to the contrary, for purposes of this Agreement, Change of Control will not include (i) the Distribution or (ii) the acquisition of at least fifty percent (50%) of the outstanding voting power of a Party by a Person that is primarily a financial investor that does not own an operating company engaged in the same business as either Motorola or Mobility, provided that neither such financial investor nor any entity owned or acquired by such financial investor (other than such party or any member of such party’s Group) shall be deemed to be an Affiliate of such Party.

“ Copyrights ” means: (a) any rights in original works of authorship fixed in any tangible medium of expression as set forth in the United States Copyright Act, 17 U.S.C. § 101 et. seq .; (b) all registrations and applications to register the foregoing anywhere in the world; (c) all foreign counterparts and analogous rights anywhere in the world; and (d) all rights in and to any of the foregoing.

“ Confidential Information ” has the meaning set forth in Section 7.1.

“ Customer ” means any direct or indirect customer, end user, distributor, agent or reseller.

“ Damages ” means all losses, claims, demands, damages, liabilities, judgments, dues, penalties, assessments, fines (civil, criminal or administrative), costs, liens, forfeitures, settlements, fees or expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending a claim or Action), of any nature or kind, whether or not the same would properly be reflected on any financial statements or the footnotes thereto.

2

“ Derivative(s) ” means: (a) for copyrightable or copyrighted material, any translation (including translation into other computer languages), port, modification, correction, addition, extension, upgrade, improvement, compilation, abridgment or other form in which an existing work may be recast, transformed or adapted or which would otherwise constitute a derivative work under the United States Copyright Act; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret law, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret law.

“ Dispute ” means any dispute, controversy or claim between any Motorola Group member and any Mobility Group member arising out of or relating to this Agreement, or the validity, interpretation, breach or termination thereof, whether arising in contract, tort, equity or otherwise, including claims seeking redress or asserting rights under any Law.

“ Existing Affiliate ” has the meaning set forth in Section 11.1.

“ Group ” means, with regard to a Party, such Party and any Person that is an Affiliate of such Party but only for and during such time when such Person is such Affiliate.

“ Home Business ” means (i) the businesses and operations conducted by the Home segment of Motorola and its Affiliates (including, for purposes of this definition, Mobility, SpinCo and their respective Affiliates) prior to the Effective Date, and (ii) except as otherwise expressly provided in the Separation Agreement, any terminated, divested or discontinued businesses or operations that at the time of such termination, divestiture or discontinuation related to the Home Business (as described in the foregoing clause (i)) as then conducted.

“ iDEN Cooperation Agreement ” means the Cooperation Agreement between the Parties to be effective as of the Distribution.

“ Licenseable ” means, with regard to a Patent or Technology of a Party, that (i) such Patent or Technology is owned by a third Person (other than a member of the Motorola Group or the Mobility Group) and (ii) as of the Effective Date, such Party or a member of such Party’s Group has (to the extent which and for such time that such Party or member has) a right to grant to the other Party and its Group the licenses and related rights to such Patent or Technology as set forth in this Agreement without the payment of royalties or other consideration to third Persons (except for payments to any third Person: (x) for inventions made by such third Person while engaged by any member of such Party’s Group; and (y) as consideration for the acquisition of such Patent or Technology).

“ Licensed Mobility Patent ” means:

(a) each Patent that is:

(i) filed (at any time) on the basis of an invention disclosure existing on the Effective Date and owned by Mobility or a member of the Mobility Group; or

(ii) at any time prior to the first (1st) anniversary of the Effective Date, both:

(aa) filed (if such Patent is a patent application) with, or issued by (if such Patent is a patent), the U.S. Patent and Trademark Office or any foreign patent office anywhere in the world; and

3

(bb) owned (including, without limitation as a result of an acquisition) or Licenseable:

(1) by any Person that is a member of the Mobility Group prior to such first (1st) anniversary of the Effective Date, or

(2) in the event of a Third Person Acquisition at any time of an Acquired Third Person by Mobility, by:

(A) such Acquired Third Person, or

(B) any other Person that becomes a member of the Mobility Group as a result of such Third Person Acquisition ( e.g. , if such Person is an Affiliate of an Acquired Third Person or results from a merger or other combination between an Existing Affiliate of Mobility and an Affiliate of the Acquired Third Person), or

(C) any prior owner of such Patent from whom such Acquired Third Person or such other Person (under paragraph (a)(ii)(bb)(2)(B) of this definition) acquired such Patent directly or indirectly,

provided that such Patent owned or Licenseable by such Acquired Third Person, such other Person, or such predecessor-in-interest shall be a “Licensed Mobility Patent” only:

(I) if such Patent is owned or Licenseable after such Third Person Acquisition by such Acquired Third Person, Mobility, any Resulting Party arising from such Third Person Acquisition, or any member of the Mobility Group,

(II) if the assets of such Acquired Third Person do not consist solely or substantially of such Patent or any Patents, and

(III) as of the time of and after such Third Person Acquisition ( i.e. , such Patent’s becoming a Licensed Mobility Patent shall not cause any activities preceding such Third Person Acquisition to be licensed retroactively or any liability for any activities prior to such Third Person Acquisition to be released); and

(b) any Patent that is part of the same patent family (including, without limitation, any continuation, continuation-in-part, divisional, and foreign or international counterpart application and any patent issuing therefrom) and has the same priority date as any Patent under the foregoing item (a) whenever such Patent was filed as an application or issued as a patent, and any reissue and reexamination of any Patent under the foregoing paragraph (a) or this paragraph (b).

For the avoidance of doubt, a Patent acquired by Mobility or a member of the Mobility Group in a transaction that is not part of a Third Person Acquisition ( e.g. , acquisition of such Patent alone or solely with other Patents) after the first (1st) anniversary of the Effective Date shall not be a “Licensed Mobility Patent.”

“ Licensed Mobility Technology ” means any Mobility Technology that: (a) at any time prior to the Effective Date, (i) was embodied in or used in connection with the design, development, or manufacture of (aa) any product or service of the Motorola Business offered for sale (other than as a reseller or sales agent of the Transferred Business) or used in connection with the design, development or manufacture of any such product or service, or (bb) any product or service that was under development by

4

or for the Motorola Business as of the Effective Date and offered for sale or other disposition by Motorola on or before January 1, 2012; or (ii) was used for the internal administration and operation of the Motorola Business ( e.g. , training materials, operational documentation); or (b) is provided by a member of the Mobility Group to any member of the Motorola Group under the iDEN Cooperation Agreement or any Project Work Order (PWO) thereunder for use by any members of the Motorola Group in their businesses but only to the extent and as long as such use is permitted by such member of the Mobility Group.

“ Licensed Motorola Patent ” means:

(a) each Patent that is:

(i) filed (at any time) on the basis of an invention disclosure existing on the Effective Date and owned by Motorola or a member of the Motorola Group; or

(ii) at any time prior to the first (1st) anniversary of the Effective Date, both:

(aa) filed (if such Patent is a patent application) with, or issued by (if such Patent is a patent), the U.S. Patent and Trademark Office or any foreign patent office anywhere in the world; and

(bb) owned (including, without limitation as a result of an acquisition) or Licenseable:

(1) by any Person that is a member of the Motorola Group prior to such first (1st) anniversary of the Effective Date, or

(2) in the event of a Third Person Acquisition at any time of an Acquired Third Person by Motorola, by:

(A) such Acquired Third Person, or

(B) any other Person that becomes a member of the Motorola Group as a result of such Third Person Acquisition ( e.g. , if such Person is an Affiliate of an Acquired Third Person or results from a merger or other combination between an Existing Affiliate of Motorola and an Affiliate of the Acquired Third Person), or

(C) any prior owner of such Patent from whom such Acquired Third Person or such other Person (under paragraph (a)(ii)(bb)(2)(B) of this definition) acquired such Patent directly or indirectly,

provided that such Patent owned or Licenseable by such Acquired Third Person, such other Person, or such predecessor-in-interest shall be a “Licensed Motorola Patent” only:

(I) if such Patent is owned or Licenseable after such Third Person Acquisition by such Acquired Third Person, Motorola, any Resulting Party arising from such Third Person Acquisition, or any member of the Motorola Group,

(II) if the assets of such Acquired Third Person do not consist solely or substantially of such Patent or any Patents, and

5

(III) as of the time of and after such Third Person Acquisition ( i.e. , such Patent’s becoming a Licensed Motorola Patent shall not cause any activities preceding such Third Person Acquisition to be licensed retroactively or any liability for any activities prior to such Third Person Acquisition to be released); and

(b) any Patent that is part of the same patent family (including, without limitation, any continuation, continuation-in-part, divisional, and foreign or international counterpart application and any patent issuing therefrom) and has the same priority date as any Patent under the foregoing item (a) whenever such Patent was filed as an application or issued as a patent, and any reissue and reexamination of any Patent under the foregoing paragraph (a) or this paragraph (b).

For the avoidance of doubt, a Patent acquired by Motorola or a member of the Motorola Group in a transaction that is not part of a Third Person Acquisition ( e.g. , acquisition of such Patent alone or solely with other Patents) after the first (1st) anniversary of the Effective Date shall not be a “Licensed Motorola Patent.”

“ Licensed Motorola Technology ” means any Motorola Technology that: (a) at any time prior to the Effective Date, (i) was embodied in or used in connection with the design, development, or manufacture of (aa) any product or service of the Transferred Business offered for sale (other than as a reseller or sales agent of Motorola) or used in connection with the design, development or manufacture of any such product or service, or (bb) any product or service that was under development by or for the Transferred Business as of the Effective Date and offered for sale or other disposition by Mobility on or before January 1, 2012; or (ii) was used for the internal administration and operation of the Transferred Business ( e.g. , training materials, operational documentation); or (b) is provided by a member of the Motorola Group to any member of the Mobility Group under the iDEN Cooperation Agreement or any Project Work Order (PWO) thereunder for use by any members of the Mobility Group in their businesses but only to the extent and as long as such use is permitted by such member of the Motorola Group.

“ Licensed Technology ” means Licensed Mobility Technology and/or the Licensed Motorola Technology, as applicable.

“ Mask Work ” means: (a) any mask work, registered or unregistered, as defined in 17 U.S.C. §901; (b) all registrations and applications to register the foregoing anywhere in the world; (c) all foreign counterparts and analogous rights anywhere in the world (including, without limitation, semiconductor topography rights); and (d) all rights in and to any of the foregoing.

“ MD Business ” means (i) the businesses and operations conducted by the Mobile Devices segment of Motorola and its Affiliates (including, for purposes of this definition, SpinCo, Mobility and their respective Affiliates) prior to the Effective Date, and (ii) except as otherwise expressly provided in the Separation Agreement, any terminated, divested or discontinued businesses or operations that at the time of such termination, divestiture or discontinuation related to the MD Business (as described in the foregoing clause (i)) as then conducted, including, without limitation, the paging business from and after January 1, 1999.

“ Mobility Excluded Product ” means any of the products or equipment set forth on Schedule 1 to this Agreement.

“ Mobility Group ” means Mobility, each Subsidiary of Mobility as of the Effective Date, each Person that will become a Subsidiary of Mobility pursuant to the Mobility Contribution, and each Person that will become, from and after the Distribution, an Affiliate of Mobility.

6

“ Mobility Patent ” means any Patent owned by any member of the Mobility Group.

“ Mobility Product ” means any product or equipment that any member of the Mobility Group develops, designs, makes, has made, offers, sells, resells, or distributes.

“ Mobility Product Imitation ” means any Motorola Product having a design and appearance (regardless of the technology and utilitarian aspects of such Motorola Product) that:

(a) infringes on any design patent, trade dress (whether registered or unregistered), industrial design, and/or other statutory rights protecting designs owned by any member of the Mobility Group absent a valid and effective license or non-assert by such member of the Mobility Group (and no such license or non-assert is granted in or under this Agreement); or

(b) is confusingly similar to the design and appearance of any Mobility Product that has been commercially released, publicized, or disclosed to any member of the Motorola Group before the creation, design, or development of the design and appearance of such Motorola Product.

“ Mobility Technology ” means any Technology that as of the Effective Date is owned by, or under a duty of assignment by a third Person (other than a member of the Mobility Group) to, or Licenseable by, any member of the Mobility Group, including, for the avoidance of doubt, all Technology assigned to Mobility pursuant to that certain Intellectual Property Assignment Agreement between Motorola and Mobility dated on or about the Effective Date.

“ Module/Component ” has the meaning set forth in Schedule 2 to this Agreement.

“ Motorola Business ” means the businesses or operations of the Motorola Group other than the Transferred Business.

“ Motorola Excluded Product ” means any of the products or equipment set forth on Schedule 2 to this Agreement.

“ Motorola Group ” means Motorola and each Person that is or becomes an Affiliate of Motorola (other than any member of the Mobility Group, including SpinCo).

“ Motorola Indemnified Party ” means Motorola, each member of the Motorola Group, each of their respective past and present Representatives, and each of their respective successors and assigns.

“ Motorola Patent ” means any Patent owned by any member of the Motorola Group.

“ Motorola Product ” means any product or equipment that any member of the Motorola Group develops, designs, makes, has made, offers, sells, resells, or distributes.

“ Motorola Product Imitation ” means any Mobility Product having a design and appearance (regardless of the technology and utilitarian aspects of such Mobility Product) that:

(a) infringes on any design patent, trade dress (whether registered or unregistered), industrial design, and/or other statutory rights protecting designs owned by any member of the Motorola Group absent a valid and effective license by such member of the Motorola Group (and no such license is granted in or under this Agreement); or

7

(b) is confusingly similar to the design and appearance of any Motorola Product that has been commercially released, publicized, or disclosed to any member of the Mobility Group before the creation, design, or development of the design and appearance of such Mobility Product.

“ Motorola Technology ” means any Technology that as of the Effective Date is owned by, or under a duty of assignment by a third Person (other than a member of the Motorola Group) to, or Licenseable by, any member of the Motorola Group, but excluding all Mobility Technology.

“ Networks Business ” means the businesses and operations conducted by the Networks segment of Motorola and its Affiliates prior to the Effective Date and that is part of the Motorola Business after the Separation.

“ Non-Patent Intellectual Property Rights ” means all rights in Copyrights, Mask Works, Technology and other intangible property anywhere in the world, and all registrations and applications relating to any of the foregoing and analogous rights thereto anywhere in the world, other than: (i) rights in Patents and (ii) rights in any design patent, industrial design, trademark, service mark, trade name, or domain name.

“ Open Source Software ” means any Software that is distributed, or that contains or is derived in any manner (in whole or in part) from any Software that is distributed as and subject to a license requiring, as a condition of use, modification or distribution of such software, that such Software or any other Software incorporated into, derived from, or distributed with such Software be disclosed or distributed and licensed in source code form to any third Person upon request, which license to such third Person includes the right by such third Person to reproduce, distribute, and make derivative works from such Software, together with any other terms and conditions. Without limiting the foregoing definition, by way of example only, the term “Open Source Software” includes software licensed or distributed under any of the following licenses or distribution models, or license or distribution models similar to any of the following: GNU General Public License, the GNU Lesser General Public License, the Creative Commons Attribution-Share Alike, GNU Affero General Public License, Apache License, Artistic License, Clarified Artistic License, Berkeley Database License, Berkley Software Distribution (BSD) license, Mozilla Public License, the Netscape Public License, the Sun Community Source License, the Sun Industry Source License, Eclipse Public License, Common Public License, and Common Development and Distribution License.

“ Patent ” means any: (a) patents and patent applications, worldwide, including all divisions, continuations, continuing prosecution applications, continuations in part, reissues, renewals, reexaminations, and extensions thereof and any counterparts worldwide claiming priority therefrom; (b) utility models, patents of importation/confirmation, and certificates of invention and like statutory rights; and (c) and all rights in and to any of the foregoing. The term “Patent” shall not include any design patent, registrable industrial design, and like right involving trade identity.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency, or political subdivision thereof. As used in this Agreement, the term “third Person(s)” means a Person that is neither a Party nor an Affiliate of a Party.

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

“ Resulting Party ” has the meaning set forth in Section 11.1.

8

“ Software ” means 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 (regardless of the stage of development or completion) including any and all: (a) media on which any of the foregoing is recorded; (b) forms in which any of the foregoing is embodied (whether in source code, object code, executable code or human readable form); and (c) translation, ported versions and modifications of any of the foregoing.

“ Technology ” means any and all technical information, Software, specifications, drawings, records, documentation, works of authorship or other creative works, ideas, knowledge, know-how, trade secrets, invention disclosures or other data including works subject to Copyrights and Mask Works (but does not include Patents). The term “Technology” shall not include any registrable industrial design and like property involving trade identity.

“ Third Person Acquisition ” means, with respect to a third Person not an Affiliate of either Party, a Party’s acquisition (except for an acquisition set forth on Schedule 3 ) of (i) all or substantially all of the shares, securities, or assets of such third Person, or (ii) a product or business line of a third Person through an asset sale or sale of specified shares or securities of a third Person. A “Third Person Acquisition” shall be deemed to occur on the date of the closing of the earliest agreement causing such acquisition.

“ Transferred Business ” means the Home Business and the MD Business, collectively.

ARTICLE 2

TECHNOLOGY ACCESS AND KNOWLEDGE TRANSFER

Section 2.1 Access and Transfer . During the period beginning on the Effective Date and ending on June 30, 2011 (the “ Transfer Period ”), each Party has the right to access and to copy any and all portions of the Licensed Technology that is licensed to such Party under Article 3 and is in the possession of the other Party, which right to access and copy shall be exercised in accordance with a reasonable request and schedule to be mutually agreed upon by the Parties. All costs associated with the assembling, copying and delivering of such Licensed Technology will be borne by the requesting Party.

Section 2.2 Export Control . Each Party agrees it and each member of its Group will comply with all applicable import and export laws, rules and regulations with respect to the transfer of any Technology provided to it under this Agreement. Without limiting the generality of the foregoing, each Party acknowledges and agrees that such Technology is subject to export controls under the laws and regulations of the United States, including the Export Administration Regulations, 15 C.F.R. Parts 730-774. Each Party and the members of its Group will comply strictly with all such United States export controls, and shall not export, re-export, transfer, divert or disclose any Technology provided hereunder, or any direct product thereof, to any destination, end-use or end-user that is prohibited or restricted under such United States export control laws and regulations, except as specifically authorized by the Department of Commerce. If requested by either Party, the other Party and any other member of such Party’s Group agrees to sign written assurances and other export-related documents as may be required for such Party or each member of its Group to comply with U.S. export regulations. This Section 2.2 will survive termination of this Agreement for any reason whatsoever.

ARTICLE 3

TECHNOLOGY LICENSES

Section 3.1 Licensed Motorola Technology Grant . Subject only to the restrictions expressly set forth in Articles 5 and 7, Motorola hereby grants to each member of the Mobility Group under all of the Motorola Non-Patent Intellectual Property Rights a personal, worldwide, perpetual, irrevocable, non-transferable

9

and non-assignable (except pursuant to Article 11), fully paid-up right and license, free of any royalty, license fee or other present or future payment obligation, to use any Licensed Motorola Technology for the business or businesses in which Mobility or any member of the Mobility Group is now or hereafter engaged, including, without limitation, to: (a) create Derivatives of the Licensed Motorola Technology; and (b) use, reproduce, distribute, perform and/or display the Licensed Motorola Technology and/or Derivatives (made pursuant to subsection (a) above) of the Licensed Motorola Technology. Except as expressly set forth in Article 5 and Section 7.2, no right is granted hereunder to any member of the Mobility Group to sublicense, to grant the right to sublicense, or to disclose any of the Licensed Motorola Technology to any third Person, other than the delivery, disclosure, and sublicensing of Software: (i) in object code form in connection with the sale of products or services of the Mobility Group; or (ii) in object code and source code form to a third Person; in each case, if and to the extent (aa) such Software uses or is based on any Open Source Software and (bb) Mobility or another member of the Mobility Group is required, under the license agreement or condition(s) pursuant to which such Open Source Software was used for such Software, to disclose and sublicense such Software in object and/or source code to such third Person.

Section 3.2 Licensed Mobility Technology Grant . Subject only to the restrictions expressly set forth in Articles 5 and 7, Mobility hereby grants to each member of the Motorola Group under all of the Mobility Non-Patent Intellectual Property Rights a personal, worldwide, perpetual, irrevocable, non-transferable and non-assignable (except pursuant to Article 11), fully paid-up right and license, free of any royalty, license fee or other present or future payment obligation, to use any Licensed Mobility Technology for the business or businesses in which Motorola or any member of the Motorola Group is now or hereafter engaged, including, without limitation, as follows: (a) to create Derivatives of the Licensed Mobility Technology; and (b) to use, reproduce, distribute, perform and/or display the Licensed Mobility Technology and/or Derivatives (made pursuant to subsection (a) above) of the Licensed Mobility Technology. Except as expressly set forth in Article 5 and Section 7.2, no right is granted hereunder to any member of the Motorola Group to sublicense, to grant the right to sublicense, or to disclose any of the Licensed Mobility Technology to any third Person, other than the delivery, disclosure, and sublicensing of Software: (i) in object code form in connection with the sale of products or services of the Motorola Group; or (ii) in object code and source code form to a third Person; in each case, if and to the extent (aa) such Software uses or is based on any Open Source Software and (bb) Motorola or another member of the Motorola Group is required, under the license agreement or condition(s) pursuant to which such Open Source Software was used for such Software, to disclose and sublicense such Software in object and/or source code to such third Person.

Section 3.3 Term of the Non-Patent Intellectual Property Right Licenses . The term of the license granted under this Article 3 under or to any Non-Patent Intellectual Property Rights shall continue for the full term or existence of such Non-Patent Intellectual Property Rights.

Section 3.4 Ownership of Derivatives . Except if and to the extent agreed otherwise by the Parties in a written agreement, whether entered into coterminously with this Agreement or at some other time: (i) in the event that a Party or a member of its Group (collectively, the “ Creating Party ”) creates any Derivative from any Licensed Technology licensed to the Creating Party under Article 3 by the other Party or a member of the other Party’s Group (collectively, the “ Licensing Party ”), the Creating Party shall own all rights, title, and interest in and to such Derivative but subject to, and not including, any right, title or interest in or to such Licensed Technology; and (ii) the Creating Party’s right to use the Licensed Technology as necessary for using such Derivative shall be the rights under, and no rights shall be granted under this Section 3.4 that are greater or different than, the licenses by the Licensing Party to the Creating Party under Article 3.

10

ARTICLE 4

PATENT LICENSE

Section 4.1 Licensed Motorola Patent Grant . Subject only to the restrictions set forth in Article 5, Motorola hereby grants to each member of the Mobility Group under all claims of the Licensed Motorola Patents a personal, non-exclusive, worldwide, irrevocable, non-transferable and non-assignable (except pursuant to Article 11), fully paid-up right and license, free of any royalty, license fee or other present or future payment obligation, to design, make, Have Made (as defined in this Article 4), use, offer for sale, sell, import, improve, create Derivatives from, modify, maintain, adapt, customize, and/or support any product, apparatus, hardware, software, method, system, and/or Technology within the business or businesses in which Mobility or any member of the Mobility Group is now or hereafter engaged. No right is granted hereunder to any member of the Mobility Group to sublicense, or to grant the right to sublicense, under the license and grant in this Section 4.1, other than the delivery and sublicensing of Software in object code form in connection with the sale of products or services of the Mobility Group.

Section 4.2 Licensed Mobility Patent Grant . Mobility hereby grants to each member of the Motorola Group under all claims of the Licensed Mobility Patents a personal, non-exclusive, worldwide, irrevocable, non-transferable and non-assignable (except pursuant to Article 11), fully paid-up right and license, free of any royalty, license fee or other present or future payment, to design, make, Have Made, use, offer for sale, sell, import, improve, create Derivatives from, modify, maintain, adapt, customize, and/or support any product, apparatus, hardware, software, method, system, and/or Technology within the business or businesses in which Motorola or any member of the Motorola Group is now or hereafter engaged. No right is granted hereunder to any member of the Motorola Group to sublicense, or to grant the right to sublicense, under the license and grant in this Section 4.2, other than the delivery and sublicensing of Software in object code form in connection with the sale of products or services of the Motorola Group.

Section 4.3 Have Made . For the purposes of this Agreement, the term “ Have Made ” means that the licensed Party ( i.e. , Mobility under Section 4.1 and Motorola under Section 4.2) or a member of its Group engages a third Person to make, manufacture, or supply to it any component, subsystem, subassembly, product and/or service (whether such component, subsystem, subassembly, product and/or service was developed or designed by such Party or a member of its Group or any third Person) that:

(a) is used by such Party or member for internal business purposes of such Party or a member of its Group; or

(b) is used by such Party or a member of its Group in performing and providing services to the other Party or to any third Person to the extent that the performance and provision of such services is within the license to such Party or member under this Article 4; or

(c) is offered or sold by such Party or a member of its Group to the extent that such offering and sale is within the license to such Party or member of its Group under this Article 4 (whether it is offered or sold under such Party’s or member’s own brand, mark, or name or the brand, mark or name of another); or

(d) is used in making any product by such Party or a member of its Group if the making of such product is within the license to such Party or such member of its Group under this Article 4; or

11

(e) is used in the making of a product by a third Person for such Party or a member of its Group if (i) such Party or such member of its Group had a license under this Article 4 to make such product and (ii) the making of such product by such third Person is otherwise covered by this definition of “Have Made.”

Section 4.4 Limitation on “Have Made” Rights . Any engagement of a Party or any member of its Group of, or any making, manufacture, or supply for a licensed Party or any member of its Group by, a third Person shall not be deemed to be “Have Made” if such engagement, making, manufacture, or supply, or its purpose or the manner of its performance, is a sham or laundering scheme to effect the licensing of the Patent licensed by the other Party under this Article 4, or any portion thereof, to a third Person and not for bona fide business purposes of the such licensed Party or member. For example, a product shall not be deemed to be “Have Made” if a Party or member of its Group merely acts as a pass-through reseller of a third Person’s products solely for the purpose of bringing those products within the scope of the license granted to such licensed Party in this Agreement.

Section 4.5 No Implied Licenses . Other than the rights and licenses granted in this Article 4 or arising under the doctrine of patent exhaustion in the applicable jurisdiction, the Parties do not grant any licenses by implication, estoppel, or otherwise under any Patent for the benefit of any Person.

Section 4.6 Term of Patent Licenses . The term of the license granted under this Article 4 under a Patent shall continue for the full term of such Patent.

Section 4.7 Full Force and Effect . The licenses granted under this Article 4 will remain in full force and effect regardless of any subsequent transfer of rights in or to the Licensed Motorola Patents or Licensed Mobility Patents, as applicable, including, without limitation, any assignment, license, sale, gift, or bequest; and any such transfer of rights shall be made subject to the continuing obligations of this Article 4.

Section 4.8 Limitation of Infringement Remedies . In the event that a Party or any member of such Party’s Group (the “ Asserting Party ”) asserts, claims, or prosecutes any infringement or alleged infringement of any Patent of the Asserting Party against the other Party or any member of such other Party’s Group (the “ Accused Party ”), any infringement may be based on, and any reasonable royalty and other damages for past infringement may be determined and calculated, only on any events and activities after the Distribution, and the Accused Party shall be deemed not to have engaged in any infringement and have had no sales or other events on which any reasonable royalty or other damages may be determined or calculated, at any time prior to the Distribution. If and to the extent that the Asserting Party shall, notwithstanding the foregoing agreement in this Section 4.8, have any rights or remedies for infringement of any of the Asserting Party’s Patents relating to any events or activities prior to the Distribution, all such rights and remedies, whether known or unknown, are hereby expressly and irrevocably waived by the Asserting Party.

ARTICLE 5

LIMITED SUBLICENSE RIGHT; RESTRICTED LICENSE

Section 5.1 Limited Technology Sublicense Right . Within the limits of, but not limiting, the express rights and licenses granted by a Party under Article 3, and subject to the restrictions in this Article 5, each Party and each member of such Party’s Group may grant a sublicense under the express rights and licenses granted to such Party’s Group under Article 3, and disclose any Technology licensed to such Party’s Group under Article 3, to any of its suppliers, prospective suppliers or third Person joint developers (under appropriate joint development agreements) solely to the extent reasonably necessary for the procurement by a member of such Party’s Group of components, subsystems, subassemblies, products and/or services of the businesses of such member. Such disclosure and/or license may only be made for a bona fide business purpose for the benefit of such member.

12

Section 5.2 Limitation on Technology Disclosure . Each Party agrees that a member of its Group will not make any portion of Licensed Technology of the other Party available to any such supplier, prospective supplier, or joint developer pursuant to Section 5.1 except under terms and conditions (including confidentiality, use and disclosure restrictions) normally used by such member to protect its own intellectual property and proprietary information of a similar nature and after expunging extraneous proprietary information to the extent appropriate.

Section 5.3 Prohibition of Sham Transactions . The rights granted hereunder to each Party and the members of such Party’s Group under this Article 5 or otherwise under this Agreement may not be exercised by such Party or member in a manner such that the exercise of such Party’s or member’s procurement rights is a sham or laundering scheme to effect the licensing of the Technology licensed by the other Party under Article 3, or any portion thereof, to a third Person and not for bona fide business purposes of the licensed Party or member.

Section 5.4 No Transfer . Nothing in this Article 5 will be construed to obligate either Party to transfer or provide technical assistance to third Persons with respect to Technology that such Party has licensed to the other Party under this Agreement.

Section 5.5 Restrictions on Technology License Grants by Motorola . During a period of twenty-four (24) calendar months commencing on the Effective Date, the Technology licenses and rights under Section 3.1 (and the associated rights under Section 5.1) do not grant to any member of the Mobility Group any right to: (a) offer for sale, sell, import, or modify any Mobility Excluded Product; (b) offer for sale, sell, or perform any services for maintaining, adapting, customizing, modifying, or supporting any Mobility Excluded Product; or (c) reproduce, distribute, perform, and display any Licensed Motorola Technology in connection with, or for the purpose of, making, using, offering for sale, selling, importing, or modifying any Mobility Excluded Product or offering for sale, selling, or performing any services for maintaining, adapting, customizing, modifying, or supporting any Mobility Excluded Product.

Section 5.6 Restrictions on Technology and Patent License Grants by Mobility .

(a) During a period of twenty-four (24) calendar months commencing on the Effective Date, the Technology licenses and rights under Section 3.2 (and the associated rights under Section 5.1) do not grant to any member of the Motorola Group any right to: (i) offer for sale, sell, import, or modify any Motorola Excluded Product; (ii) offer for sale, sell, or perform any services for maintaining, adapting, customizing, modifying, or supporting any Motorola Excluded Product; or (iii) reproduce, distribute, perform, and display any Licensed Mobility Technology in connection with, or for the purpose of, making, using, offering for sale, selling, importing, or modifying any Motorola Excluded Product or offering for sale, selling, or performing any services for maintaining, adapting, customizing, modifying, or supporting any Motorola Excluded Product.

(b) The Patent licenses and rights under Section 4.2 and the Technology licenses and rights under Section 3.2 (and the associated rights under Section 5.1) do not grant to any member of the Motorola Group any right to: (i) offer for sale, sell, import, or modify any Module/Component; (ii) offer for sale, sell, or perform any services for maintaining, adapting, customizing, modifying, or supporting any Module/Component; or (iii) reproduce, distribute, perform, and display any Licensed Mobility Technology in connection with, or for the purpose of, making, using, offering for sale, selling, importing, or modifying any Module/Component or offering for sale, selling, or performing any services for maintaining, adapting, customizing, modifying, or supporting any Module/Component.

13

(c) Notwithstanding Section 5.6(a) and Section 5.6(b), any member of the Motorola Group may, under the Patent licenses and rights under Section 4.2 and the Technology licenses and rights under Section 3.2 (and the associated rights under Section 5.1): (i) make, have made, use, and modify Modules/Components for use in finished hardware products sold by the Motorola Group (“ Motorola Product Modules/Components ”); (ii) make, have made, use, offer for sale, sell, import, and modify accessory devices that add iDEN, 2G, 3G and/or 4G capability to a hardware product of the Motorola Group but only to the extent used with a hardware product of the Motorola Group (“ Motorola Product Accessories ”); (iii) offer for sale, sell, and perform any services for maintaining, adapting, customizing, modifying, or supporting any Motorola Product Module/Component as part of the finished hardware product in which it is included and any Motorola Product Accessory; and (iv) reproduce, distribute, perform, and display any Licensed Mobility Technology in connection with, or for the purpose of, any of the foregoing activities permitted under this Section 5.6(c).

(d) Notwithstanding the provisions in Section 5.6(a) and Section 5.6(b): (i) during a period commencing on the Effective Date and ending on December 31, 2011, Motorola Israel Limited may, under the licenses and rights under Sections 3.2 and 4.2, make, use, modify, offer for sale, sell, and import any Existing Module/Component, and distribute, perform, and display any Licensed Mobility Technology in connection with, or for the purpose of, offering for sale, selling, or importing any Existing Module Component; and (ii) during a period commencing on the Effective Date and ending on June 30, 2011, Motorola Israel Limited may, under the licenses and rights under Sections 3.2 and 4.2, make, use, modify, offer for sale, sell, and import any Existing Fixed Wireless Terminal, and distribute, perform, and display any Licensed Mobility Technology in connection with, or for the purpose of, offering for sale, selling, or importing any Existing Fixed Wireless Terminal. For the purposes of this Section 5.6(d) only, the following terms shall have the following meanings:

(i) “ Existing Module/Component ” means solely any Module/Component having a product design created by or for Motorola Israel Limited that was complete or substantially complete on the Effective Date; and

(ii) “ Existing Fixed Wireless Terminal ” means solely any cellular mobile phones primarily designed for installation and use in vehicles, which include a separate handset, external antenna and a permanent connection to the vehicle power, having a product design created by or for Motorola Israel Limited that was complete or substantially complete on the Effective Date.

Section 5.7 Mobility Product Imitations . The license and rights under Section 4.2 do not grant to any member of the Motorola Group any right under any Licensed Mobility Patent to: (i) make, use, offer for sale, sell, import, or modify any Mobility Product Imitation; or (ii) offer for sale, sell, or perform any services for maintaining, adapting, customizing, modifying, or supporting any Mobility Product Imitation.

Section 5.8 Motorola Product Imitations . The license and rights under Section 4.1 do not grant to any member of the Mobility Group any right under any Licensed Motorola Patent to: (i) make, use, offer for sale, sell, import, or modify any Motorola Product Imitation; or (ii) offer for sale, sell, or perform any services for maintaining, adapting, customizing, modifying, or supporting any Motorola Product Imitation.

14

ARTICLE 6

RETAINED RIGHTS; WARRANTY DISCLAIMER; INDEMNITIES

Section 6.1 Retained Rights . Neither Party assigns, transfers, or conveys any right, title or interest in or to, or grants any license or makes any covenant not to assert to or under, any Patent or Non-Patent Intellectual Property Right, Technology or Confidential Information, except solely for the licenses and grants expressly set forth in Article 3, Article 4, and Article 5 and then only under the terms and conditions of this Agreement. Subject only to such licenses and grants, each Party retains all right, title and interest in and to and under all Patents, Non-Patent Intellectual Property Rights, Technology and Confidential Information of such Party. Without limiting the foregoing, each Party will have the sole and discretionary right (but not the obligation) to file for, prosecute and maintain any applications, registrations or recordation of any Patent and Non-Patent Intellectual Property owned by such Party, and to take and bring any action to enforce or otherwise seek to abate any infringement thereof.

Section 6.2 No Representations or Warranties .

(a) MOBILITY (ON BEHALF OF ITSELF AND EACH MEMBER OF THE MOBILITY GROUP) ACKNOWLEDGES AND AGREES THAT: (i) NO MEMBER OF THE MOTOROLA GROUP IS MAKING IN THIS AGREEMENT (OR ANY OTHER AGREEMENT CONTEMPLATED BY THIS AGREEMENT OR OTHERWISE) ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, QUALITY, MERCHANTABILITY OR FITNESS OF ANY LICENSED MOTOROLA PATENTS OR LICENSED MOTOROLA TECHNOLOGY; (ii) ALL SUCH LICENSED MOTOROLA PATENTS OR LICENSED MOTOROLA TECHNOLOGY SHALL BE LICENSED ON AN “AS IS,” “WHERE IS” BASIS; AND (iii) MOBILITY AND ITS AFFILIATES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY LICENSE SHALL PROVE TO BE INSUFFICIENT TO VEST IN IT THE RIGHTS AND LICENSES PURPORTED TO BE GRANTED HEREUNDER.

(b) MOTOROLA (ON BEHALF OF ITSELF AND EACH MEMBER OF THE MOTOROLA GROUP) ACKNOWLEDGES AND AGREES THAT: (i) NO MEMBER OF THE MOBILITY GROUP IS MAKING IN THIS AGREEMENT (OR ANY OTHER AGREEMENT CONTEMPLATED BY THIS AGREEMENT OR OTHERWISE) ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, QUALITY, MERCHANTABILITY OR FITNESS OF ANY LICENSED MOBILITY PATENTS OR LICENSED MOBILITY TECHNOLOGY; (ii) ALL SUCH LICENSED MOBILITY PATENTS OR LICENSED MOBILITY TECHNOLOGY SHALL BE LICENSED ON AN “AS IS,” “WHERE IS” BASIS; AND (iii) MOTOROLA AND ITS AFFILIATES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY LICENSE SHALL PROVE TO BE INSUFFICIENT TO VEST IN IT THE RIGHTS AND LICENSES PURPORTED TO BE GRANTED HEREUNDER.

Section 6.3 Mobility Indemnification Obligations .

(a) Subject to the limitations and exclusions stated below, the Mobility Group will defend, at Mobility’s expense, any Claim against any Motorola Indemnified Party and will indemnify and hold each such Motorola Indemnified Party harmless from all Damages awarded in any Action based thereon or resulting from settlement of such Action or any such Claim. For purposes of this Section 6.3, “ Claim ” means a claim (including an indemnification demand made by a third Person (other than a Person that is then a member of the Group of either Party) to a Motorola Indemnified Party concerning such claim to the extent of the Motorola Indemnified Party’s obligations under its Agreement with such third Person) that a product:

(i) furnished by the Transferred Business to the Motorola Group (provided that the term “Motorola” shall, for the purposes of this Section 6.3(a)(i), exclude the Transferred Business) prior to the Effective Date (“ Intra-Company Product ”); or

15

(ii) furnished by the Transferred Business to a third Person prior to the Effective Date; or

(iii) furnished by the Mobility Group to a third Person on or after the Effective Date but prior to Distribution (as defined in the Separation Agreement) ((i), (ii), and (iii), collectively, “ Mobility Indemnified Products ”);

infringes directly or indirectly (including, without limitation, contributorily or by way of inducement) a Patent, a design patent or a Non-Patent Intellectual Property Right anywhere in the world.

(b) In connection with any such Claim or Action, Motorola shall:

(i) promptly notify Mobility in writing as soon as reasonably practicable after Motorola first becomes aware of the Claim, and

(ii) give Mobility sole control of the defense of the Claim and all reasonably requested assistance for resolving the Claim or defending any Action based thereon, provided that Mobility shall reimburse Motorola for any reasonable external cost and expense incurred by Motorola for providing such assistance.

(c) Mobility will not be liable for the settlement of a Claim, or Action based thereon, made without Mobility’s prior written consent unless Mobility materially breaches its duty to defend hereunder. If any suit against Motorola involves a Claim as well as other claims against Motorola (“ Shared Patent Litigation ”), Mobility shall nonetheless be fully responsible for defending, indemnifying and holding Motorola harmless from the Claim(s), and shall provide reasonable cooperation to Motorola's counsel with respect to the other claims asserted in such suit; provided , however , that Mobility will have no obligation to defend, indemnify, or hold Motorola harmless from such other claims. The Shared Patent Litigation shall be managed according to the provisions of Schedule 4 , “Management of Shared Patent Litigation.”

(d) Mobility will have no obligation to defend, indemnify or hold Motorola harmless to the extent:

(i) Motorola or any third Person has altered the Intra-Company Product, and the alleged infringement would not have occurred but for this alteration;

(ii) Motorola or any third Person has combined the Intra-Company Product with any other products or elements not furnished by Mobility, and the alleged infringement would not have occurred but for this combination; or

(iii) the Intra-Company Products were designed or manufactured in accordance with Motorola’s designs, specifications, or instructions (other than those of the Transferred Business), and the alleged infringement would not have occurred but for these designs, specifications or instructions.

16

(e) THIS SECTION CONTAINS (I) MOBILITY’S ENTIRE LIABILITY AND ALL OBLIGATIONS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION FOR MOBILITY INDEMNIFIED PRODUCTS, AND (II) MOTOROLA’S EXCLUSIVE REMEDIES AGAINST MOBILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION OF MOBILITY INDEMNIFIED PRODUCTS. THESE REMEDIES ARE PROVIDED IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE.

Section 6.4 Limitation of Liability . NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS IN CONNECTION WITH ANY CLAIMS, LOSSES, DAMAGES, OR INJURIES ARISING OUT OF THE CONDUCT OF SUCH PARTY PURSUANT TO THIS AGREEMENT; PROVIDED THAT NOTHING IN THIS SECTION 6.4 SHALL EXCLUDE OR LIMIT ANY OBLIGATION OR LIABILITY OF MOBILITY UNDER SECTION 6.3 TO INDEMNIFY MOTOROLA FOR ANY DAMAGES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) FOR WHICH MOTOROLA IS LIABLE TO A THIRD PERSON AS AWARDED IN AN ACTION OR RESULTING FROM A SETTLEMENT OF AN ACTION OR ANY CLAIM AGAINST MOTOROLA.

ARTICLE 7

CONFIDENTIALITY

Section 7.1 Confidential Information . Each Party and the members of such Party’s Group (collectively, the “ Receiving Party ”) expressly acknowledges that in connection with this Agreement members of the other Party’s Group (collectively, the “ Disclosing Party ”) have licensed, disclosed or may disclose or make available information and material relating to the Disclosing Party’s business or Technology which is confidential or proprietary in nature (including, without limitation, information that embodies or relates to Technology, any other technical, business, financial, customer information, product development plans, supplier information, forecasts, strategies and other confidential information) which to the extent disclosed to the Receiving Party is hereinafter referred to as “ Confidential Information ” of the Disclosing Party provided such information: (a) is disclosed in writing and conspicuously marked “CONFIDENTIAL” or with words of similar effect; or (b) is disclosed orally after the Effective Date and is identified as confidential information at the time of disclosure and, within 30 days of such disclosure, is summarized in a writing by the Disclosing Party that is submitted to the Receiving Party and that confirms the confidential nature of such information.

Section 7.2 Treatment of Confidential Information . The Receiving Party will: (a) take commercially reasonable precautions to protect such Confidential Information consistent with all precautions the Receiving Party usually employs with respect to its own comparable confidential materials; (b) except as expressly provided in this Agreement, not disclose any such Confidential Information to any third Person, except under terms and conditions (including confidentiality, use, and disclosure restrictions) normally used by the Receiving Party to protect its own confidential or proprietary information of a similar nature; and (c) not use or disclose such Confidential Information except as necessary to exercise its rights and perform its obligations under this Agreement in accordance with any applicable restrictions or obligations with respect thereto. Subject to the limitations and requirements set forth in this Article 7 and elsewhere in this Agreement (including, without limitation Article 5) the Receiving Party may disclose Technology of the Disclosing Party to a customer, supplier, prospective supplier or third Person joint developer of the Receiving Party.

17

Section 7.3 Exclusions . Without granting any right or license, the Disclosing Party agrees that Section 7.2 will not apply with respect to any information that the Receiving Party can document: (a) is or becomes generally available to the public through no improper action or inaction by the Receiving Party or any of its Affiliates, agents, consultants or employees; or (b) was rightfully disclosed to the Receiving Party by a third Person provided the Receiving Party complies with restrictions imposed by the third Person. The Receiving Party, with prior written notice to the Disclosing Party, may disclose such Confidential Information to the minimum extent possible that is required to be disclosed to a governmental entity or agency, or pursuant to the lawful requirement or request of a governmental entity or agency, provided that reasonable measures are taken to guard against further disclosure (including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the Disclosing Party to do so) and has allowed the Disclosing Party to participate in any proceeding that requires the disclosure.

ARTICLE 8

DISPUTE RESOLUTION

Section 8.1 Informal Dispute Resolution and Mediation . It is the intent of the Parties to use their respective reasonable best efforts to negotiate and resolve any Dispute on a mutually acceptable negotiated basis. In furtherance of the foregoing, either Party may deliver a notice (an “ Escalation Notice ”) to the other Party demanding an in person meeting involving representatives of the Parties and their respective Group members involved in the Dispute at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division). The Parties shall use their reasonable best efforts to meet within thirty (30) days of the Escalation Notice. The Parties may, by mutual consent, retain a mediator to aid in any attempt to informally negotiate resolution of any dispute, although any opinion expressed by a mediator shall be strictly advisory and shall not be binding on the Parties or their respective Group members, nor shall any opinion expressed by the mediator be admissible in any arbitration proceedings. Mediation is not a prerequisite to a demand for arbitration.

Section 8.2 Arbitration .

(a) For purposes of this Section 8, an “ Arbitrable Dispute ” means a Dispute regarding the breach, meaning, interpretation or application, and the rights and obligations of the parties under, Articles 3, 4, 5 and 7 of this Agreement and a “Non-Arbitrable Dispute” means any and all other Disputes.

(b) If the Parties are unable to resolve any Arbitrable Dispute as contemplated by Section 8.1 of this Article 8 within thirty (30) days of the Escalation Notice, then any such Arbitrable Dispute may be submitted to mandatory and binding arbitration upon written notice (“ Arbitration Demand ”) by either Party (the “ Disputing Party ”). The arbitration shall be conducted under the auspices of the American Arbitration Association in accordance with its Commercial Arbitration Rules.

(c) The arbitration shall be decided by a Panel of three independent arbitrators. Each Party shall appoint one arbitrator within fifteen (15) days after the Arbitration Demand. The two arbitrators thus appointed shall choose the third arbitrator who will act as the Chairman of the Tribunal. If within thirty (30) days, one party has not appointed an arbitrator, or within thirty (30) days after the appointment of the second arbitrator, the two arbitrators have not agreed on the choice of the Chairman, the arbitrator and/or Chairman shall be appointed pursuant to the AAA Commercial Rules.

(d) To initiate the arbitration, the Disputing Party shall send an Arbitration Demand to the other Party, which shall: (a) describe in reasonable detail the nature of the Arbitrable Dispute; (b) state the amount of the claim (if any); (c) specify the requested relief; and (d) submit the matter to the American Arbitration Association, which shall designate a tribunal as provided in subsection (c) above (the “ Arbitration Panel ”). The arbitration shall be conducted in Chicago, Illinois.

18

(e) Any award rendered by the Arbitration Panel shall be final, conclusive and binding upon the Parties and their respective Group members and any judgment thereon may be entered and enforced in any court of competent jurisdiction.

(f) Each Party shall bear an equal share of all fees, costs and expenses of the Arbitration Panel and the American Arbitration Association, and notwithstanding any law to the contrary, each Party shall bear all the fees, costs and expenses of its own attorneys, experts and witnesses; provided, however, that in connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to enforce any award rendered by the Arbitration Panel, the prevailing Party in such a proceeding shall be entitled to recover reasonable attorneys’ fees and expenses incurred in connection with such proceeding, in addition to any other relief to which it may be entitled.

(g) Prompt disposal of any Arbitrable Dispute is important to the Parties. The Parties shall conduct resolution of each Arbitrable Dispute expeditiously and shall use commercially reasonable efforts to finally dispose of each Arbitrable Dispute within one hundred and twenty (120) days or less following the Arbitration Demand.

Section 8.3 Interim Remedies . Nothing in Section 8.1 or 8.2 above will prevent either Motorola or Mobility from seeking injunctive or similar relief if: (i) the Dispute has not been resolved within six (6) months following the Escalation Notice; or (ii) any delay in seeking such relief could result in serious and irreparable injury to either Motorola, Mobility, or any member of either Party’s Group.

Section 8.4 Parties to Dispute Resolution . Notwithstanding anything to the contrary in this Agreement, Motorola and Mobility are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, whether pursuant to this Article 8 or otherwise, and each Party will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Article 8.

Section 8.5 Other Disputes . At the end of the thirty (30)-day period specified in Section 8.1 (or sooner, as provided in Section 8.3), either party may commence an action on any Non-Arbitrable Dispute in any court of competent jurisdiction, except to the extent that a dispute is covered by the dispute resolution process in the Separation Agreement, in which case such Non-Arbitrable Dispute shall be resolved through such dispute resolution process.

Section 8.6 Application of Liability Limits . Under no circumstances is the Arbitration Panel authorized to award damages in excess of or inconsistent with the limitations set forth in Section 6.4 of this Agreement.

ARTICLE 9

CONSIDERATION; PERFORMANCE

Section 9.1 Consideration . The Parties to this Agreement acknowledge and agree that the licenses, rights and obligations exchanged hereunder by the Parties are of substantially equal value, and accordingly, unless otherwise expressly set forth in this Agreement, no payments or royalties will be due from or to any Party under this Agreement.

Section 9.2 Performance . Motorola shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by

19

any member of the Motorola Group. Mobility shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the Mobility Group. Each Party further agrees that it will cause its other Group members not to take any action or fail to take any action inconsistent with such Party’s obligations under this Agreement or the transactions contemplated hereby.

ARTICLE 10

TERM

Section 10.1 Perpetuity . The term of this Agreement commences on the Effective Date and continues perpetually as long as there exist any Licensed Motorola Patents, Licensed Mobility Patents, and any Non-Patent Intellectual Property Rights in any Licensed Motorola Technology or any Licensed Mobility Technology, subject to an earlier expiration of any right or obligation under this Agreement if and to the extent such expiration is expressly set forth in this Agreement. This Agreement shall expire once the last existing Licensed Motorola Patent, Licensed Mobility Patent, and Non-Patent Intellectual Property Right in any Licensed Motorola Technology or any Licensed Mobility Technology irretrievably ceases to exist.

Section 10.2 Material Breach . No Party may unilaterally terminate this Agreement, or any licenses granted hereunder, for a material breach of this Agreement by another Party, provided , however , that each Party will retain any remedies for such breach that it may be entitled to in a court of law or equity.

ARTICLE 11

CHANGE OF CONTROL; ASSIGNMENT

Section 11.1 Definitions . For the purposes of this Article 11, the following terms shall have the following meanings:

“ Acquired Party ” means a Party that is the subject of a Party Acquisition.

“ Acquiring Party ” means a Party that acquires a third Person in a Third Person Acquisition.

“ Assigning Party ” means a Party that assigns this Agreement to a third Person (whether or not an Affiliate of either Party).

“ Existing Affiliates ” means: (i) with regard to an Acquired Party subject to a Party Acquisition, the Persons that were Affiliates of such Acquired Party immediately before such Party Acquisition; or (ii) with regard to an Acquiring Party in the event of a Third Person Acquisition, the Persons that were Affiliates of such Acquiring Party immediately before such Third Person Acquisition. A Merged Affiliate shall not be an “Existing Affiliate.”

“ Merged Affiliate ” means any Person that meets the definition of an Affiliate of such Acquired Party as a result of, or in connection with, a merger or other combination of a Third Party Acquiror Affiliate with an Existing Affiliate in such Party Acquisition or thereafter.

“ New Affiliate ” means any Person that meets the definition of an Affiliate of a Party as a result of, or in connection with, a Party Acquisition of such Party or any future Affiliate of the Third Person Acquiror. A Merged Affiliate shall not be a “New Affiliate.”

20

“ Non-Acquired Party ” means the Party that is not the Acquired Party, in relation to a transaction involving a Party Acquisition of an Acquired Party.

“ Non-Acquiring Party ” means the Party that is not the Acquiring Party, in relation to a transaction involving a Third Person Acquisition by an Acquiring Party.

“ Party Acquisition ” means, with respect to a Party, either the Change of Control of such Party or the acquisition of all or substantially all of the assets of such Party, in each case by a third Person other an Affiliate of either Party. A “Party Acquisition” shall be deemed to occur on the date of the closing of the earliest agreement causing such Change of Control or the acquisition of all or substantially all of the assets of such Party.

“ Resulting Party ” means either: (i) with regard to a Party Acquisition, the Person that is formed in connection with such Party Acquisition of an Acquired Party, if such Acquired Party does not remain a Separate Identifiable Business after such Party Acquisition; and (ii) with regard to a Third Person Acquisition, the Person that is formed in connection with a Third Person Acquisition if the third Person subject to such Third Person Acquisition does not remain a Separate Identifiable Business after such Third Person Acquisition.

“ Separate Identifiable Business ” means a business operated as a separate legal entity.

“ Third Person Acquiror ” means the third Person that acquires an Acquired Party as a result of a Party Acquisition.

Section 11.2 Assignment . Except as provided in Section 11.3, or in connection with an assignment to an Affiliate of the Assigning Party, neither Party may assign or transfer (by operation of law, Change of Control, or otherwise) any of its rights or delegate any of its obligations under this Agreement without the prior express written consent of the other Party, which consent may be withheld in such other Party’s sole and absolute discretion, and any assignment or attempted assignment in violation of the foregoing will be null and void.

Section 11.3 Party Acquisition . Notwithstanding Section 11.2 and subject to Sections 11.4—11.6, this Agreement, and all rights and obligations hereunder, may be assigned or otherwise transferred by an Acquired Party in whole but not in part in connection with a Party Acquisition of such Acquired Party, but only on the conditions that:

(a) the Acquired Party gives the Non-Acquired Party written notice of such Party Acquisition and assignment before or promptly thereafter;

(b) all of this Agreement and all rights, title, licenses, and obligations hereunder, are assigned together ( i.e. , concurrently and to the same Third Person Acquiror); and

(c) any and all rights and licenses granted under this Agreement to the Acquired Party may be exercised by such Third Person Acquiror only in accordance with Section 11.4.

Section 11.4 Party Acquisition of an Acquired Party by a Third Person Acquiror . The following provisions of this Section 11.4 apply if an Acquired Party is subject to a Party Acquisition by any Third Person Acquiror.

(a) Acquired Party Remains Separate Identifiable Business . In the event that, following such Party Acquisition, such Acquired Party remains a Separate Identifiable Business, this

21

Agreement, and all rights, licenses (including, without limitation, such Acquired Party’s rights under Articles 3 and 4), and obligations of such Acquired Party and any of its Existing Affiliates under this Agreement will continue in accordance with the terms of this Agreement with respect to such Acquired Party, its Existing Affiliates, and any Merged Affiliates, subject to the following provisions:

(i) the rights and licenses granted to such Acquired Party under Article 3 (and all provisions under the terms of this Agreement related to such rights and licenses) continue for the benefit of such Acquired Party, all of such Acquired Party’s Existing Affiliates, and any Merged Affiliates, except that such Acquired Party may not grant any sublicense under Article 5 or otherwise to such Third Person Acquiror or any of such Third Person Acquiror’s Affiliates (other than any Existing Affiliate or any Merged Affiliate) without the express prior written consent of the Non-Acquired Party;

(ii) the rights and licenses granted to such Acquired Party under Article 4 (and all provisions related to such rights and licenses) continue for the benefit of such Acquired Party, all of such Acquired Party’s Existing Affiliates and any Merged Affiliates; but such rights and licenses shall

(aa) extend to, apply to, and cover only products and services in the same product or service categories in which the Acquired Party and its Existing Affiliates substantially developed, offered and/or sold products or services immediately before such Party Acquisition and the natural evolution of any such product or service categories; and

(bb) extend to, apply to, and cover only products and services in the same product or service categories in which the Existing Affiliate, which was merged with a Third Party Acquiror Affiliate to form such Merged Affiliate, substantially developed, offered and/or sold products or services immediately before such Party Acquisition and the natural evolution of any such product or service categories; and

(iii) none of the rights, licenses, and obligations of such Acquired Party or its Existing Affiliates will extend to such Third Party Acquiror or any New Affiliates, and none of such Third Person Acquiror or any New Affiliates shall be deemed to be Affiliates under this Agreement notwithstanding the definition of “Affiliate” under Article 1, after such Party Acquisition (other than such Acquired Party, its Existing Affiliates, and any Merged Affiliates) except solely in the event of a sublicense granted by such Acquired Party with the Non-Acquired Party’s prior written consent as set forth in Section 11.4(a)(i).

(b) Acquired Party Does Not Remain Separate Identifiable Business . In the event that, following such Party Acquisition, such Acquired Party does not remain a Separate Identifiable Business, this Agreement will continue with the Resulting Party only if such Resulting Party expressly assumes before or contemporaneously with such Party Acquisition in writing (in form and substance reasonably acceptable to the Non-Acquired Party) all obligations and liabilities of such Acquired Party and its Existing Affiliates under this Agreement on behalf of itself, any Merged Affiliates, and its New Affiliates, and this Agreement will then continue with the Resulting Party, any Merged Affiliates, and its New Affiliates only subject to the following provisions:

(i) the rights and licenses granted to such Acquired Party under Article 3 (and all provisions under the terms of this Agreement related to such rights and licenses) shall continue for the benefit of the Resulting Party and all of the Resulting Party’s Affiliates (whether Existing Affiliates, Merged Affiliates, or New Affiliates); and

(ii) the rights and licenses granted to the Acquired Party under Article 4 (and all provisions under this Agreement to the extent related to such rights and licenses) shall extend to, apply

22

to, cover and continue for the benefit of the Resulting Party and all of the Resulting Party’s Affiliates (whether Existing Affiliates, Merged Affiliates or New Affiliates) for any products and services in the same product categories in which the Acquired Party and its Existing Affiliates substantially developed, offered and/or sold products or services immediately before such Party Acquisition and the natural evolution of any such product categories, but shall not extend to, apply to, cover or continue for any products and services of the Third Person Acquiror or any New Affiliates immediately prior to such Party Acquisition and any natural evolution of such products or services.

For the avoidance of doubt, the Resulting Party shall not be obligated to grant to the Non-Acquired Party and the Non-Acquired Party’s Group any Patent licenses to any Patents owned or Licenseable by the Third Party Acquiror or any Affiliate of the Third Party Acquiror before such Party Acquisition.

Section 11.5 Patent Litigation with Acquiring or Acquired Third Persons .

(a) Notwithstanding any other provision of this Agreement, if a Third Person Acquiror or any of its Affiliates is engaged in any patent litigation with any member of the Non-Acquired Party’s Group at the time of the Party Acquisition (regardless of who initiated the litigation), then no license and rights under Article 4 will extend to any products or services of the Third Person Acquiror (including any of its Affiliates that existed at any time before the Party Acquisition becomes effective) and derivatives of such products or services.

(b) Notwithstanding any other provision of this Agreement, if an Acquired Third Person (under clause (i) of the definition of Acquired Third Person) or any of its Affiliates is engaged in any patent litigation with any member of the Non-Acquiring Party’s Group (if such member is a named party in such patent litigation) at the time of a Third Person Acquisition (regardless of who initiated the litigation) if the first complaint of such patent litigation against such Acquired Third Person or any of its Affiliates was filed prior to the signing of the first agreement between the Acquiring Party and the Acquired Third Person for such Third Person Acquisition, then no license and rights under Article 4 will extend to any products or services of such Acquired Third Person (including any of its Affiliates that existed at any time before the Third Person Acquisition becomes effective) and derivatives of such products or services, and no license and right under Article 4 under any Patents of the Acquired Third Person and any Affiliates of the Acquired Third Person shall extend to any products or services of the Non-Acquiring Party.

(c) The provisions of this Section 11.5 shall be in effect only as long as the patent litigation under Section 11.5(a) or Section 11.5(b) is pending and shall cease to be effective upon a final non-appealable judgment or a settlement concluding all patent litigation referenced under Section 11.5(b). All licenses and rights under Article 4 that were deemed inapplicable under Section 11.5(a) or Section 11.5(b) as a result of the existence of such patent litigation shall become effective as of, but not retroactively with regard to any time prior to, the date on which such final non-appealable judgment or such settlement is effective.

Section 11.6 Divestiture .

(a) Except solely as set forth in Section 11.6(b) or Section 11.6(c), in the event that a Party spins off or otherwise divests a part of (but not all or substantially all) of its business (“ Divested Business ”), whether to a new entity owning such Divested Business or by transferring such Divested Business to a third Person (other than a Person that was immediately prior to such transfer an Affiliate of such Party) (a “ Divestiture ”), such Party (the “ Divesting Party ”) may not, without the express prior written consent of the other Party (the “ Non-Divesting Party ”), which shall be in the Non-Divesting Party’s sole discretion, assign, transfer, extend, sublicense, or share any right granted to the Divesting

23

Party or any of its Affiliates (including, without limitation, any of the licenses granted to the Divesting Party and its Affiliates) in this Agreement, and may not delegate any obligation of the Divesting Party or any of its Affiliates under this Agreement, in connection with such Divestiture.

(b) Notwithstanding Section 11.6(a), in the event of a Divestiture by Mobility of all or substantially all of its Home Business, Mobility may grant sublicenses, under all licenses granted to Mobility under Article 3 and Article 4, notwithstanding any prohibition of, or any conditions on, any sublicensing under Article 3 or Article 4 or Article 5, to the acquiror of such Home Business, whether it is a newly created entity or a previously existing third Person (the “ Home Business Acquiror ”), solely for and in the Home Business Field. The term “ Home Business Field ” means any products and services of Mobility’s Home Business immediately prior to such Divestiture and any natural evolution of any such product or service. Following the Divestiture of the Home Business, the Home Business Acquiror shall have, solely within the Home Business Field, the same rights, and be subject to the same restrictions, under Articles 3, 4 and 5 as Mobility immediately prior to such Divestiture, and any Affiliates of the Home Business Acquiror that were not already Affiliates of Mobility immediately prior to such Divestiture shall have, solely within the Home Business Field, the same rights, and be subject to the same restrictions, under Articles 3, 4, and 5 as any Affiliate of Mobility immediately prior to such Divestiture, provided that the Home Business Acquiror acknowledges that it and its Affiliates are bound by and will comply with all terms and conditions of this Agreement (but for the avoidance of doubt, the Home Business Acquiror shall have no obligation to grant licenses of Intellectual Property to Motorola other than those already granted prior to such Divestiture). For the avoidance of doubt, the Home Business Acquiror shall not have any of the rights and obligations of Mobility under this Article 11 ( e.g. , with regard to subsequent acquisitions or divestitures).

(c) Notwithstanding Section 11.6(a), in the event of a Divestiture by Motorola of all or substantially all of its Networks Business, Motorola may grant sublicenses, under all licenses granted to Motorola under Article 3 and Article 4, notwithstanding any prohibition of, or any conditions on, any sublicensing under Article 3 or Article 4 or Article 5, to the acquiror of such Networks Business, whether it is a newly created entity or a previously existing third Person (the “ Networks Business Acquiror ”) , solely for and in the Networks Business Field. The term “ Networks Business Field ” means any products and services of Motorola’s Networks Business immediately prior to such Divestiture and any natural evolution of any such product or service. Following the Divestiture of the Networks Business, the Networks Business Acquiror shall have, solely within the Networks Business Field, the same rights, and be subject to the same restrictions, under Articles 3, 4 and 5 as Motorola immediately prior to such Divestiture, and any Affiliates of the Networks Business Acquiror that were not already Affiliates of Motorola immediately prior to such Divestiture shall have, solely within the Networks Business Field, the same rights, and be subject to the same restrictions, under Articles 3, 4, and 5 as any Affiliate of Motorola immediately prior to such Divestiture, provided that the Networks Business Acquiror acknowledges that it and its Affiliates are bound by and will comply with all terms and conditions of this Agreement (but for the avoidance of doubt, the Networks Business Acquiror shall have no obligation to grant licenses of Intellectual Property to Mobility other than those already granted prior to such Divestiture). For the avoidance of doubt, the Networks Business Acquiror shall not have any of the rights and obligations of Motorola under this Article 11 ( e.g. , with regard to subsequent acquisitions or divestitures).

Section 11.7 Binding Effect . Subject to the foregoing provisions of this Article 11, this Agreement binds and benefits the Parties and their respective successors and assigns.

Section 11.8 Group Member Termination . If a Person ceases to be an Affiliate of a Party ( i.e. , ceases to be a member of such Party’s Group), then, except as provided in Section 11.6:

(a) all rights and license granted with respect to such Person under this Agreement will automatically terminate on the date such Person ceases to be an Affiliate (except, however, as to product units already sold by such Person as of such date);

24

(b) all of the licenses and rights granted by such Person with respect to the members of the other Party’s Group under this Agreement with respect to Patents of such Person for which applications were filed prior to the date such Person ceases to be an Affiliate will not be affected by such cessation; and

(c) such Person’s obligations under Section 2.2 and Article 7 will survive, together with all other obligations under this Agreement that arose prior to the date such Person ceases to be an Affiliate.

ARTICLE 12

MISCELLANEOUS

Section 12.1 Governing Law . The internal laws of the State of Delaware (without reference to its principles of conflicts of law) 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), except for matters of validity, enforcement, and infringement of an intellectual property right, which are governed by the substantive laws of the jurisdiction in which the right has been granted.

Section 12.2 Jurisdiction . If any Dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the Parties irrevocably (and the Parties will cause each other member of their respective Group to irrevocably): (a) consent and submit to the exclusive jurisdiction of federal and state courts located in Delaware; (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient; and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

Section 12.3 Notices . Each Party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the Party to be notified, at the address set forth below or another address of which the sending Party has been notified in accordance with this Section 12.3: (a) personal delivery; (b) facsimile or telecopy transmission with a reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a Party is effective for purposes of this Agreement only if given as provided in this Section 12.3 and will be deemed given on the date that the intended addressee actually receives the notice.

25

Section 12.4 Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will remain in full force, if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.

Section 12.5 Entire Agreement . This Agreement , together with the Separation Agreement, and each of the exhibits and schedules appended hereto, constitutes the final agreement between the Parties, and is the 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 with respect to the matters contained in this Agreement are superseded by this Agreement. In event of any conflict between any provision in the Separation Agreement and any specific provision of this Agreement pertaining to the subject matter of this Agreement, the specific provisions of this Agreement will control over the provisions in the Separation Agreement. As of the Effective Date, this Agreement supersedes and replaces in its entirety the Intellectual Property License Agreement executed by the Parties dated as of July 31, 2010 (the “ Prior IP License Agreement ”). The Prior IP License Agreement is hereby rendered null and void.

Section 12.6 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. The signatures of both Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.

Section 12.7 Expenses . Except as otherwise provided in this Agreement or the Separation Agreement, all costs, fees and expenses of either Party in connection with the transactions contemplated by this Agreement will be paid by the Party that incurs such costs and expenses.

Section 12.8 Amendment . The Parties may amend this Agreement only by a written agreement signed by each Party to be bound by the amendment and that identifies itself as an amendment to this Agreement.

Section 12.9 Waiver . The Parties may waive a provision of this Agreement only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s 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 Party’s rights and remedies in this Agreement is not intended to be exclusive, and a Party’s 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 12.10 Authority . Each Party represents to the other Party that: (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution,

26

delivery and performance of this Agreement has been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it and its Affiliates in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 12.11 Construction of Agreement .

(a) Where this Agreement states that a Party “ will ” or “ shall ” 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) The captions, titles and headings, and table of contents, included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation. When a reference is made in this Agreement to an Article or a Section, exhibit or schedule, such reference will be to an Article or Section of, or an exhibit or schedule to, this Agreement unless otherwise indicated.

(c) This Agreement is for the sole benefit of the Parties and the respective Group members of the Parties (and their respective customers as specifically provided in this Agreement) and, except for the indemnification rights of the Motorola Indemnified Parties under Section 6.3 of this Agreement, does not, and is not intended to, confer any rights or remedies in favor of any Person (including any employee or stockholder of Motorola or Mobility) other than the Parties signing this Agreement and their respective Group members.

(d) 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.

(e) 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.

(f) The principle ejusdem generis shall not apply to any provision in this Agreement or any exhibit or schedule to this Agreement.

(g) Any reference in this Agreement to a “ member ” of a Party’s Group means such Party or another Person covered by the definition of “Group” with regard to such Party.

[S IGNATURE P AGE F OLLOWS ]

27

IN WITNESS WHEREOF, each of the parties has caused this Amended and Restated Intellectual Property License Agreement to be executed on its behalf by a duly authorized effective as of the date first set forth above.

[Signature Page to Amended and Restated Intellectual Property License Agreement]

EXHIBIT 10.4

EXECUTION VERSION

TAX SHARING AGREEMENT

DATED AS OF JULY 31, 2010

BY AND AMONG

MOTOROLA, INC.,

MOTOROLA SPINCO HOLDINGS CORPORATION

AND

MOTOROLA MOBILITY, INC.

TABLE OF CONTENTS

i

ii

iii

TAX SHARING AGREEMENT

This TAX SHARING AGREEMENT (this “ Agreement ”) is entered into as of July 31, 2010, by and among Motorola, Inc., a Delaware corporation (“ Motorola ”), Motorola SpinCo Holdings Corporation, a Delaware corporation and a wholly owned subsidiary of Motorola (“ SpinCo ”), and Motorola Mobility, Inc., a Delaware corporation and a wholly owned subsidiary of Motorola (“ Mobility ”) (Motorola and SpinCo are sometimes collectively referred to herein as the “ Companies ” and, as the context requires, individually referred to herein as the “ Company ”).

RECITALS

WHEREAS, the Board of Directors of Motorola has determined that it would be appropriate and desirable to completely separate the Transferred Businesses (as defined below) from Motorola;

WHEREAS, as of the date hereof, Motorola is the common parent of an affiliated group of corporations, including SpinCo and Mobility, which has elected to file consolidated Federal income tax returns;

WHEREAS, pursuant to the Master Separation and Distribution Agreement (as defined below), Motorola, SpinCo and Mobility have agreed to separate the Transferred Businesses from Motorola by means of, among other actions, (i) the transfer of certain of the Transferred Assets, including the stock or other equity interests of certain of Motorola’s Subsidiaries dedicated to the Transferred Businesses, by Motorola and certain of Motorola’s Subsidiaries to Mobility and certain of Mobility’s Subsidiaries and the assumption of the Transferred Liabilities by Mobility and certain of Mobility’s Subsidiaries; (ii) the Contribution; and (iii) the Distribution;

WHEREAS, as a result of the Distribution, SpinCo and its subsidiaries will cease to be members of the affiliated group (as that term is defined in Section 1504 of the Code) of which Motorola is the common parent (the “ Deconsolidation ” );

WHEREAS, the parties desire to provide for and agree upon the allocation between the parties of liabilities for Taxes arising prior to, as a result of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes;

NOW THEREFORE, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:

Section 1. Definition of Terms . For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Master Separation and Distribution Agreement:

“Accounting Cutoff Date” means, with respect to SpinCo, any date as of the end of which there is a closing of the financial accounting records for such entity.

“Active Trade or Business” means the active conduct (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by SpinCo and its “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) of the MD Business as conducted immediately prior to the Distribution.

“Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (a) any amended Tax return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for refund or credit of Taxes previously paid.

“Affiliate” means any entity that is directly or indirectly “controlled” by either the person in question or an Affiliate of such person. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. The term Affiliate shall refer to Affiliates of a person as determined immediately after the Distribution.

“Agreement” shall mean this Tax Sharing Agreement.

“Asset Contribution Agreement ” means the Contribution, Assignment and Assumption Agreement effective as of July 31, 2010, by and among Motorola, SpinCo and Mobility.

“Board Certificate” shall have the meaning set forth in Section 7.02(e) of this Agreement.

“Business Day” has the meaning set forth in the Master Separation and Distribution Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies” and “Company” shall have the meaning provided in the first sentence of this Agreement.

“Contribution” means the contribution of assets, including all of the shares of capital stock of Mobility, by Motorola itself directly to SpinCo itself pursuant to Section 2.1(b) of the Master Separation and Distribution Agreement and the SpinCo Contribution Agreement.

“ Controlling Party ” shall have the meaning set forth in Section 10.02(f) of this Agreement.

“Deconsolidation” shall have the meaning provided in the Recitals.

“Deconsolidation Date” means the last date on which SpinCo qualifies as a member of the affiliated group (as defined in Section 1504 of the Code) of which Motorola is the common parent.

“DGCL” means the Delaware General Corporation Law.

2

“Distribution” has the meaning set forth in the Master Separation and Distribution Agreement.

“Distribution Date” has the meaning set forth in the Master Separation and Distribution Agreement.

“Employee Matters Agreement ” means the Employee Matters Agreement, dated as of July 31, 2010, by and among Motorola, SpinCo and Mobility.

“Federal Income Tax” means any Tax imposed by Subtitle A of the Code, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Federal Other Tax” means any Tax imposed by the federal government of the United States of America other than any Federal Income Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Fifty-Percent or Greater Interest” shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“ Filing Date” shall have the meaning set forth in Section 7.05(d) of this Agreement.

“Final Determination” means the final resolution of liability for any Income Tax or Other Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a State, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a State, local, or foreign taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an overpayment of Income Tax or Other Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Income Tax or Other Tax; (e) by a final settlement resulting from a treaty-based competent authority determination; or (f) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

“Foreign Income Tax” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulation Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Foreign Other Tax” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, other than any Foreign Income Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

3

“Foreign Tax” means any Foreign Income Taxes or Foreign Other Taxes.

“Group” means the Motorola Group or the SpinCo Group, or both, as the context requires.

“High-Level Dispute ” means any dispute or disagreement (a) relating to liability under Section 7.05 of this Agreement or (b) in which the amount of liability in dispute exceeds $50 million.

“Income Tax” means any Federal Income Tax, State Income Tax or Foreign Income Tax.

“Indemnitee” shall have the meaning set forth in Section 13.03 of this Agreement.

“Indemnitor” shall have the meaning set forth in Section 13.03 of this Agreement.

“Internal Restructuring” shall have the meaning set forth in Section 7.02(f) of this Agreement.

“ IRS ” means the United States Internal Revenue Service.

“Joint Adjustment” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest which is neither a SpinCo Adjustment nor a Motorola Adjustment.

“Joint Return” shall mean any Return of a member of the Motorola Group or the SpinCo Group that is not a Separate Return.

“Master Separation and Distribution Agreement” means the Master Separation and Distribution Agreement, as amended from time to time, by and among Motorola, SpinCo and Mobility dated July 31, 2010.

“Motorola Adjustment” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent Motorola would be exclusively liable for any resulting Tax under this Agreement or exclusively entitled to receive any resulting Tax Benefit under this Agreement.

“Motorola Affiliated Group” shall have the meaning provided in the definition of “Motorola Federal Consolidated Income Tax Return.”

“Motorola Business” shall have the meaning provided in the Master Separation and Distribution Agreement.

“Motorola Federal Consolidated Income Tax Return” means any United States federal Income Tax Return for the affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which Motorola is the common parent (the “ Motorola Affiliated Group ”).

4

“Motorola Foreign Combined Income Tax Return” means a consolidated, combined or unitary or other similar Foreign Income Tax Return or any Foreign Income Tax Return with respect to any profit and/or loss sharing group, group payment or similar group or fiscal unity that actually includes, by election or otherwise, one or more members of the Motorola Group together with one or more members of the SpinCo Group (but not, for the absence of doubt, United Kingdom companies claiming group relief).

“Motorola Group” means Motorola and its Affiliates, excluding any entity that is a member of the SpinCo Group.

“ Motorola Group Transaction Returns ” shall have the meaning set forth in Section 4.04(b) of this Agreement.

“Motorola Separate Return” means any Separate Return of Motorola or any member of the Motorola Group.

“Motorola State Combined Income Tax Return” means a consolidated, combined or unitary State Income Tax Return that actually includes, by election or otherwise, one or more members of the Motorola Group together with one or more members of the SpinCo Group.

“Non-Controlling Party” shall have the meaning set forth in Section 10.02(f) of this Agreement.

“Notified Action” shall have the meaning set forth in Section 7.04(a) of this Agreement.

“Other Tax” means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

“Past Practices” shall have the meaning set forth in Section 4.04(a) of this Agreement.

“Payment Date” means (i) with respect to any Motorola Federal Consolidated Income Tax Return, the due date for any required installment of estimated taxes determined under Section 6655 of the Code, the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, and the date the return is filed, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“Payor” shall have the meaning set forth in Section 5.04 of this Agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal income tax purposes.

“Post-Deconsolidation Period” means any Tax Period beginning after the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Deconsolidation Date.

5

“Pre-Deconsolidation Period” means any Tax Period ending on or before the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Deconsolidation Date.

“Prime Rate” means the base rate on corporate loans charged by Citibank, N.A. from time to time, compounded daily on the basis of a year of 365 or 366 (as applicable) days and actual days elapsed.

“Privilege” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“Proposed Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo would merge or consolidate with any other Person or as a result of which any Person or any group of related Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo and/or one or more holders of outstanding shares of SpinCo Capital Stock, a number of shares of SpinCo Capital Stock that would, when combined with any other changes in ownership of SpinCo Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise 40% or more of (A) the value of all outstanding shares of stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (A) the adoption by SpinCo of a shareholder rights plan or (B) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

“Representation Letters” means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by Motorola and others in connection with the rendering by Tax Advisors, and/or the issuance by the IRS, of the Tax Opinions/Rulings.

“Required Party” shall have the meaning set forth in Section 5.04 of this Agreement.

“Responsible Company” means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

6

“Retention Date” shall have the meaning set forth in Section 9.01 of this Agreement.

“Ruling” means a private letter ruling (including a supplemental private letter ruling and the Section 59(e) Ruling) issued by the IRS to Motorola in connection with the Contribution and Distribution.

“Ruling Request” means any letter (including the Section 59(e) Ruling Request) filed by Motorola with the IRS requesting a ruling regarding certain tax consequences of the Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

“Section 59(e) Ruling ” means the IRS rulings regarding the treatment of certain unamortized research and experimental expenditures for which Motorola has elected or will elect 10-year amortization pursuant to Section 59(e) of the Code issued to Motorola on May 13, 2010 in response to the Section 59(e) Ruling Request.

“Section 59(e) Ruling Request” means the letter filed by Motorola with the IRS requesting rulings regarding the treatment of certain unamortized research and experimental expenditures for which Motorola has elected or will elect 10-year amortization pursuant to Section 59(e) of the Code (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

“Section 7.02(e) Acquisition Transaction” means any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 40%.

“Separate Return” means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Motorola Group and (b) in the case of any Tax Return of any member of the Motorola Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

“SpinCo” shall have the meaning provided in the first sentence of this Agreement.

“SpinCo Adjustment” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent SpinCo would be exclusively liable for any resulting Tax under this Agreement or exclusively entitled to receive any resulting Tax Benefit under this Agreement.

“SpinCo Capital Stock ” means all classes or series of capital stock of SpinCo, including (i) the SpinCo Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in SpinCo for U.S. federal income tax purposes.

“SpinCo Carryback” means any net operating loss, net capital loss, excess tax credit, or other similar Tax item of any member of the SpinCo Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

7

“SpinCo Common Stock” has the meaning set forth in the Master Separation and Distribution Agreement.

“SpinCo Contribution Agreement” means the SpinCo Contribution Agreement to be entered into prior to the Distribution Date by and among Motorola, SpinCo and Mobility, to effect the transfer of certain Transferred Assets and Transferred Liabilities, including all of the shares of capital stock of Mobility, by Motorola itself directly to SpinCo itself pursuant to Section 2.1(b) of the Master Separation and Distribution Agreement.

“SpinCo Federal Consolidated Income Tax Return” shall mean any United States federal Income Tax Return for the affiliated group (as that term is defined in Section 1504 of the Code) of which SpinCo is the common parent.

“SpinCo Group” means SpinCo and its Affiliates, as determined immediately after the Distribution.

“SpinCo Separate Return” means any Separate Return of SpinCo or any member of the SpinCo Group.

“State Income Tax” means any Tax imposed by any State of the United States or by any political subdivision of any such State which is imposed on or measured by net income, including state and local franchise or similar Taxes measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“State Other Tax” means any Tax imposed by any State of the United States or by any political subdivision of any such State other than any State Income Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“State Tax” means any State Income Taxes or State Other Taxes.

“Steering Committee ” has the meaning set forth in the Master Separation and Distribution Agreement.

“Straddle Period” means any Tax Period that begins on or before and ends after the Deconsolidation Date.

“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem , stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any governmental entity or political subdivision thereof, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Tax Advisor” means a United States tax counsel or accountant of recognized national standing.

“Tax Advisor Dispute” shall have the meaning set forth in Section 14 of this Agreement.

8

“Tax Attribute” or “Attribute” shall mean a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

“Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Tax Benefit” means any refund, credit, or other reduction in otherwise required Tax payments.

“Tax Contest” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“Tax Contest Committee” shall have the meaning provided in Section 10.02(e) of this Agreement.

“Tax Control” means the definition of “control” set forth in Section 368(c) of the Code (or in any successor statute or provision), as such definition may be amended from time to time.

“Tax-Free Status” means the qualification of the Contribution and Distribution, taken together, (a) as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (b) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(d), 355(e) and 361(c) of the Code and (c) as a transaction in which Motorola, SpinCo and the shareholders of Motorola recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361 and 1032 of the Code, other than, in the case of Motorola and SpinCo, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“Tax Item” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“Tax Law” means the law of any governmental entity or political subdivision thereof relating to any Tax.

“Tax Opinions/Rulings” means the opinions of Tax Advisors and/or the rulings by the IRS (including the Section 59(e) Ruling) deliverable to Motorola in connection with the Contribution and the Distribution.

“Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” means any Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests, and any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.

9

“Tax-Related Losses” means (i) all federal, state and local Taxes (including interest and penalties thereon) imposed pursuant to any settlement, Final Determination, judgment or otherwise; (ii) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Motorola (or any Motorola Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of the Contribution and the Distribution to have Tax-Free Status.

“Tax Return” or “Return” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document required to be filed under the Code or other Tax Law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Transactions” means the Contribution, the Distribution and the other transactions contemplated by the Master Separation and Distribution Agreement.

“Transfer Pricing Adjustment” shall mean any proposed or actual allocation by a Tax Authority of any Tax Item between or among any member of the Motorola Group and any member of the SpinCo Group with respect to any Pre-Deconsolidation Period.

“ Transferred Businesses ” has the meaning set forth in the Master Separation and Distribution Agreement.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to Motorola, on which Motorola may rely to the effect that a transaction will not affect the Tax-Free Status. Any such opinion must assume that the Contribution and Distribution would have qualified for Tax-Free Status if the transaction in question did not occur.

Section 2. Allocation of Tax Liabilities.

Section 2.01 General Rule.

(a) Motorola Liability . Motorola shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for, Taxes which are allocated to Motorola under this Section 2.

(b) SpinCo Liability . SpinCo shall be liable for, and shall indemnify and hold harmless the Motorola Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.

10

Section 2.02 Allocation of United States Federal Income Tax and Federal Other Tax. Except as provided in Section 2.05, Federal Income Tax and Federal Other Tax shall be allocated as follows:

(a) Allocation of Tax Relating to Motorola Federal Consolidated Income Tax Returns. With respect to any Motorola Federal Consolidated Income Tax Return, Motorola shall be responsible for any and all Federal Income Taxes due or required to be reported on any such Income Tax Return (including any increase in such Tax as a result of a Final Determination).

(b) Allocation of Tax Relating to Federal Separate Income Tax Returns. (i) Motorola shall be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Motorola Separate Return (including any increase in such Tax as a result of a Final Determination); (ii) SpinCo shall be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any SpinCo Separate Return (including any increase in such Tax as a result of a Final Determination).

(c) Allocation of Federal Other Tax . Motorola shall be responsible for any and all Federal Other Taxes attributable to the Motorola Business. SpinCo shall be responsible for any and all Federal Other Taxes attributable to the Transferred Businesses.

Section 2.03 Allocation of State Income and State Other Taxes. Except as provided in Section 2.05, State Income Tax and State Other Tax shall be allocated as follows:

(a) Allocation of Tax Relating to Motorola State Combined Income Tax Returns. Motorola shall be responsible for any and all State Income Taxes due with respect to or required to be reported on any Motorola State Combined Income Tax Return (including any increase in such Tax as a result of a Final Determination).

(b) Allocation of Tax Relating to Separate Returns. (i) Motorola shall be responsible for any and all State Income Taxes due with respect to or required to be reported on any Motorola Separate Return (including any increase in such Tax as a result of a Final Determination); (ii) SpinCo shall be responsible for any and all State Income Taxes due with respect to or required to be reported on any SpinCo Separate Return (including any increase in such Tax as a result of a Final Determination).

(c) Allocation of State Other Tax . Motorola shall be responsible for any and all State Other Taxes attributable to the Motorola Business. SpinCo shall be responsible for any and all State Other Taxes attributable to the Transferred Businesses.

Section 2.04 Allocation of Foreign Taxes. Except as provided in Sections 2.05, Foreign Income Tax and Foreign Other Tax shall be allocated as follows:

(a) Allocation of Tax Relating to Motorola Foreign Combined Income Tax Returns. Motorola shall be responsible for any and all Foreign Income Taxes due with respect to or required to be reported on any Motorola Foreign Combined Income Tax Return (including any increase in such Tax as a result of a Final Determination).

11

(b) Allocation of Tax Relating to Separate Returns. (i) Motorola shall be responsible for any and all Foreign Income Taxes due with respect to or required to be reported on any Motorola Separate Return, including Foreign Income Tax of Motorola or any member of the Motorola Group imposed by way of withholding by a member of the SpinCo Group (and including any increase in such Foreign Income Tax as a result of a Final Determination); (ii) SpinCo shall be responsible for any and all Foreign Income Taxes due with respect to or required to be reported on any SpinCo Separate Return, including Foreign Income Tax of SpinCo or any member of the SpinCo Group imposed by way of withholding by a member of the Motorola Group (and including any increase in such Foreign Income Tax as a result of a Final Determination).

(c) Allocation of Foreign Other Tax . Motorola shall be responsible for any and all Foreign Other Taxes attributable to the Motorola Business. SpinCo shall be responsible for any and all Foreign Other Taxes attributable to the Transferred Businesses.

Section 2.05 Certain Transaction and Other Taxes.

(a) SpinCo Liability . SpinCo shall be liable for, and shall indemnify and hold harmless the Motorola Group from and against any liability for:

(i) Any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the SpinCo Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions;

(ii) any Tax resulting from a breach by SpinCo of any covenant in this Agreement, the Master Separation and Distribution Agreement or any Ancillary Agreement; and

(iii) any Tax-Related Losses for which SpinCo is responsible pursuant to Section 7.05 of this Agreement.

(b) Motorola Liability . Motorola shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for:

(i) Any stamp, sales and use, gross receipts, value-added or other transfer Taxes imposed by any Tax Authority on any member of the Motorola Group (if such member is primarily liable for such Tax) on the transfers occurring pursuant to the Transactions;

(ii) any Tax resulting from a breach by Motorola of any covenant in this Agreement, the Master Separation and Distribution Agreement or any Ancillary Agreement; and

(iii) any Tax-Related Losses for which Motorola is responsible pursuant to Section 7.05 of this Agreement.

12

Section 3. Proration of Taxes for Straddle Periods.

(a) General Method of Proration . In the case of any Straddle Period, Tax Items shall be apportioned between Pre-Deconsolidation Periods and Post-Deconsolidation Periods in accordance with the principles of Treasury Regulation Section 1.1502-76(b) as reasonably interpreted and applied by the Companies. No election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year’s items). If the Deconsolidation Date is not an Accounting Cutoff Date, the provisions of Treasury Regulation Section 1.1502-76(b)(2)(iii) will be applied to ratably allocate the items (other than extraordinary items) for the month which includes the Deconsolidation Date.

(b) Transaction Treated as Extraordinary Item . In determining the apportionment of Tax Items between Pre-Deconsolidation Periods and Post-Deconsolidation Periods, any Tax Items relating to the Transactions shall be treated as extraordinary items described in Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) and shall (to the extent occurring on or prior to the Deconsolidation Date) be allocated to Pre-Deconsolidation Periods, and any Taxes related to such items shall be treated under Treasury Regulation Section 1.1502-76(b)(2)(iv) as relating to such extraordinary item and shall (to the extent occurring on or prior to the Deconsolidation Date) be allocated to Pre-Deconsolidation Periods.

Section 4. Preparation and Filing of Tax Returns.

Section 4.01 General . Except as otherwise provided in this Section 4, Tax Returns shall be prepared and filed when due (including extensions) by the person obligated to file such Tax Returns under the Code or applicable Tax Law. The Companies shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Section 8 with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Section 8.

Section 4.02 Motorola’s Responsibility. Motorola has the exclusive obligation and right to prepare and file, or to cause to be prepared and filed:

(a) Motorola Federal Consolidated Income Tax Returns for any Tax Periods ending on, before or after the Deconsolidation Date;

(b) Motorola State Combined Income Tax Returns, Motorola Foreign Combined Income Tax Returns and any other Joint Returns which Motorola reasonably determines are required to be filed (or which Motorola chooses to be filed) by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Deconsolidation Date; provided, however , that Motorola shall provide written notice of such determination to file such Motorola State Combined Income Tax Returns, Motorola Foreign Combined Income Tax Returns or other Joint Returns to SpinCo; and

(c) Motorola Separate Returns and SpinCo Separate Returns which Motorola reasonably determines are required to be filed by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Deconsolidation Date (limited, in the case of SpinCo Separate Returns, to such Returns as are required to be filed for Tax Periods ending prior to December 31, 2010).

Section 4.03 SpinCo’s Responsibility . SpinCo shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the SpinCo Group other than those Tax Returns which Motorola is required to prepare and file under

13

Section 4.02. The Tax Returns required to be prepared and filed by SpinCo under this Section 4.03 shall include (a) any SpinCo Federal Consolidated Income Tax Return for Tax Periods ending after the Deconsolidation Date and (b) SpinCo Separate Returns required to be filed for Tax Periods ending on or after December 31, 2010.

Section 4.04 Tax Accounting Practices.

(a) General Rule . Except as provided in Section 4.04(b), with respect to any Tax Return that SpinCo has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 4.03, for any Pre-Deconsolidation Period or any Straddle Period (or any taxable period beginning after the Deconsolidation Date to the extent items reported on such Tax Return might reasonably be expected to affect items reported on any Tax Return for any Pre-Deconsolidation Period or any Straddle Period), such Tax Return shall be prepared in accordance with past practices, accounting methods, elections or conventions ( “Past Practices” ) used with respect to the Tax Returns in question (unless there is no reasonable basis for the use of such Past Practices or unless there is no adverse effect to Motorola), and to the extent any items are not covered by Past Practices (or in the event that there is no reasonable basis for the use of such Past Practices or there is no adverse effect to Motorola), in accordance with reasonable Tax accounting practices selected by SpinCo. Except as provided in Section 4.04(b), Motorola shall prepare any Tax Return which it has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 4.02, in accordance with reasonable Tax accounting practices selected by Motorola.

(b) Reporting of Transactions . The Tax treatment reported on any Tax Return of the Transactions shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/Rulings, unless there is no reasonable basis for such Tax treatment. The Tax treatment reported on any Tax Return for which SpinCo is the Responsible Party shall be consistent with that on any Tax Return filed or to be filed by Motorola or any member of the Motorola Group or caused or to be caused to be filed by Motorola, in each case with respect to periods prior to the Distribution Date or with respect to Straddle Periods (“ Motorola Group Transaction Returns ”), unless there is no reasonable basis for such Tax treatment. To the extent there is a Tax treatment relating to the Transactions which is not covered by the Ruling Requests, the Tax Opinions/Rulings or Motorola Group Transaction Returns, the Companies shall agree on the Tax treatment to be reported on any Tax Return. For this purpose, the Tax treatment shall be determined by the Responsible Company with respect to such Tax Return and shall be agreed to by the other Company unless either (i) there is no reasonable basis for such Tax treatment, or (ii) such Tax treatment is inconsistent with the Tax treatment contemplated in the Ruling Requests, the Tax Opinions/Rulings and/or the Motorola Group Transaction Returns. Such Tax Return shall be submitted for review pursuant to Section 4.06(a), and any dispute regarding such proper Tax treatment shall be referred for resolution pursuant to Section 14, sufficiently in advance of the filing date of such Tax Return (including extensions) to permit timely filing of the Tax Return.

Section 4.05 Consolidated or Combined Tax Returns . SpinCo will elect and join, and will cause its respective Affiliates to elect and join, in filing any Motorola State Combined Income Tax Returns and any Joint Returns that Motorola determines are required to be filed or that Motorola chooses to file pursuant to Section 4.02(b). With respect to any SpinCo Separate Returns relating to any Tax Period (or portion thereof) ending on or prior to the Distribution

14

Date, SpinCo will elect and join, and will cause its respective Affiliates to elect and join, in filing consolidated, unitary, combined, or other similar joint Tax Returns, to the extent each entity is eligible to join in such Tax Returns, if Motorola reasonably determines that the filing of such Tax Returns is consistent with past reporting practices, or, in the absence of applicable past practices, will result in the minimization of the net present value of the aggregate Tax to the entities eligible to join in such Tax Returns.

Section 4.06 Right to Review Tax Returns.

(a) General . The Responsible Company with respect to any material Tax Return shall make such Tax Return and related workpapers available for review by the other Company, if requested, to the extent (i) such Tax Return relates to Taxes for which the requesting party would reasonably be expected to be liable, (ii) such Tax Return relates to Taxes and the requesting party would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of adjustments to the amount of such Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the requesting party would reasonably be expected to have a claim for Tax Benefits under this Agreement, or (iv) the requesting party reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. The Responsible Company shall use its reasonable best efforts to make such Tax Return available for review as required under this paragraph sufficiently in advance of the due date for filing of such Tax Return to provide the requesting party with a meaningful opportunity to analyze and comment on such Tax Return and shall use its reasonable best efforts to have such Tax Return modified before filing, taking into account the person responsible for payment of the Tax (if any) reported on such Tax Return and whether the amount of Tax liability with respect to such Tax Return is material. The Companies shall attempt in good faith to resolve any issues arising out of the review of such Tax Return. For purposes of this section 4.06(a), a Tax Return is “material” if it could reasonably be expected to reflect (A) Tax liability equal to or in excess of $1 million, (B) a credit or credits equal to or in excess of $1 million or (C) a loss or losses equal to or in excess of $3 million.

(b) Execution of Returns Prepared by Other Party . In the case of any Tax Return which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by the other Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if there is no reasonable basis for the Tax treatment of any item reported on the Tax Return or the Tax treatment of any item reported on the Tax Return should, in the opinion of a Tax advisor from a nationally recognized legal, accounting or professional tax services firm, subject the other Company (or its authorized representatives) to material penalties.

Section 4.07 SpinCo Carrybacks and Claims for Refund. SpinCo hereby agrees that, unless Motorola consents in writing, (i) no Adjustment Request with respect to any Joint Return (or any Return of Other Taxes described in clause (II) of Section 5.02) shall be filed, and (ii) any available elections to waive the right to claim in any Pre-Deconsolidation Period with respect to any Joint Return (or any Return of Other Taxes described in clause (II) of Section 5.02) any SpinCo Carryback arising in a Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback; provided, however, that the parties agree that any such Adjustment Request shall be made with respect to any SpinCo Carryback related to U.S. federal or State Taxes, upon the reasonable request of SpinCo, if such SpinCo

15

Carryback is necessary to prevent the loss of the federal and/or State Tax Benefit of such SpinCo Carryback (including, but not limited to, an Adjustment Request with respect to a SpinCo Carryback of a federal or State capital loss arising in a Post-Deconsolidation Period to a Pre-Deconsolidation Period) and such Adjustment Request, based on Motorola’s sole, reasonable determination, will cause no Tax detriment to Motorola, the Motorola Group or any member of the Motorola Group. Any Adjustment Request which Motorola consents to make under this Section 4.07 shall be prepared and filed by the Responsible Company for the Tax Return to be adjusted.

Section 4.08 Apportionment of Earnings and Profits and Tax Attributes. Motorola shall in good faith advise SpinCo in writing of the portion, if any, of any earnings and profits, Tax Attribute, overall foreign loss or other consolidated, combined or unitary attribute which Motorola determines shall be allocated or apportioned to the SpinCo Group under applicable law. SpinCo and all members of the SpinCo Group shall prepare all Tax Returns in accordance with such written notice. In the event that any temporary or final amendments to Treasury Regulations are promulgated after the date of this Agreement that provide for any election to apply such regulations retroactively, then any such election shall be made only to the extent that Motorola and SpinCo collectively agree to make such election. As soon as practicable after receipt of a written request from SpinCo, Motorola shall provide copies of any studies, reports, and workpapers supporting the earnings and profits and other Tax Attributes allocable to SpinCo. Any dispute regarding the apportionment of such earnings and profits or any Tax Attribute shall be resolved pursuant to the provisions of Section 14 of this Agreement. All Tax Returns that are required to be filed under this Agreement after such resolution shall be filed in accordance with such resolution. In the event of a subsequent adjustment to the earnings and profits or any Tax Attributes determined by Motorola, Motorola shall promptly notify SpinCo in writing of such adjustment. For the absence of doubt, Motorola shall not be liable to SpinCo or any member of the SpinCo Group for any failure of any determination under this Section 4.08 to be accurate under applicable law.

Section 4.09 Certain Section 59(e) Elections . Motorola shall timely make or cause to be timely made an election pursuant to Section 59(e) of the Code to capitalize and amortize over ten years all the qualified research and experimental expenditures of the Transferred Businesses reflected on the original Motorola Federal Consolidated Income Tax Return for the 2009 tax year and the 2010 tax year.

Section 5. Tax Payments.

Section 5.01 Payment of Taxes with Respect to Motorola Federal Consolidated Income Tax Returns . Motorola shall pay to the IRS any Tax due with respect to any Motorola Federal Consolidated Income Tax Return (including any Federal Income Tax due from the Motorola Affiliated Group that is required to be paid as a result of an adjustment to a Motorola Federal Consolidated Income Tax Return).

16

Section 5.02 Payment of Taxes With Respect to Joint Returns (other than a Motorola Federal Consolidated Income Tax Return) and Certain Returns of Other Taxes. In the case of (I) any Joint Return (other than a Motorola Federal Consolidated Tax Return) and (II) any Return of Other Taxes reflecting both Taxes for which Motorola is responsible under Section 2 and Taxes for which SpinCo is responsible under Section 2:

(a) Computation and Payment of Tax Due. At least three Business Days prior to any Payment Date for any Tax Return, the Responsible Company shall compute the amount of Tax required to be paid to the applicable Tax Authority (taking into account the requirements of Section 4.04 relating to consistent accounting practices, as applicable) with respect to such Tax Return on such Payment Date. The Responsible Company shall pay such amount to such Tax Authority on or before such Payment Date (and provide notice and proof of payment to the other Company).

(b) Computation and Payment of Liability With Respect To Tax Due . Within 30 days following the earlier of (i) the due date (including extensions) for filing any such Tax Return (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file) or (ii) the date on which such Tax Return is filed, if Motorola is the Responsible Company, then SpinCo shall pay to Motorola the amount allocable to the SpinCo Group under the provisions of Section 2, and if SpinCo is the Responsible Company, then Motorola shall pay to SpinCo the amount allocable to the Motorola Group under the provisions of Section 2, in each case, plus interest computed at the Prime Rate on the amount of the payment based on the number of days from the earlier of (i) the due date of the Tax Return (including extensions) or (ii) the date on which such Tax Return is filed, to the date of payment.

(c) Adjustments Resulting in Underpayments . In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the SpinCo Group in accordance with Section 2 and SpinCo shall pay to Motorola any amount due Motorola (or Motorola shall pay SpinCo any amount due SpinCo) under Section 2 within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c).

Section 5.03 Payment of Separate Company Taxes . Each Company shall pay, or shall cause to be paid, to the applicable Tax Authority when due all Taxes owed by such Company or a member of such Company’s Group with respect to a Separate Return of Income Taxes and with respect to a Separate Return of Other Taxes (provided that Separate Returns of Other Taxes described in clause (II) of Section 5.02 shall be governed by Section 5.02).

Section 5.04 Indemnification Payments .

(a) If any Company (the “ Payor ”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Company (the “ Required Party ”) is liable for under this Agreement, the Required Party shall reimburse the Payor within 30 days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 5.04.

17

(b) All indemnification payments under this Agreement shall be made by Motorola directly to SpinCo and by SpinCo directly to Motorola; provided, however, that if the Companies mutually agree with respect to any such indemnification payment, any member of the Motorola Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group, on the other hand, and vice versa.

Section 6. Tax Benefits.

Section 6.01 Tax Benefits.

(a) Except as set forth below, Motorola shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Motorola is liable hereunder, SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which SpinCo is liable hereunder and a Company receiving a refund to which another Company is entitled hereunder shall pay over such refund to such other Company within 30 days after such refund is received (together with interest computed at the Prime Rate based on the number of days from the date the refund was received to the date the refund was paid over).

(b) If a member of the SpinCo Group actually realizes in cash any Tax Benefit as a result of an adjustment (other than an adjustment set forth in Schedule 6.01(b), as such Schedule 6.01(b) may be amended by mutual agreement by the Companies prior to the Distribution Date) pursuant to a Final Determination to any Taxes for which a member of the Motorola Group is liable hereunder (or any Tax Attribute of a member of the Motorola Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), or if a member of the Motorola Group actually realizes in cash any Tax Benefit as a result of an adjustment (other than an adjustment set forth in Schedule 6.01(b), as such Schedule 6.01(b) may be amended by mutual agreement by the Companies prior to the Distribution Date) pursuant to a Final Determination to any Taxes for which a member of the SpinCo Group is liable hereunder (or any Tax Attribute of a member of the SpinCo Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo or Motorola, as the case may be, shall make a payment to either Motorola or SpinCo, as appropriate, within 30 days following such actual realization of the Tax Benefit, in an amount equal to such Tax Benefit actually realized in cash (including any Tax Benefit actually realized as a result of the payment), plus interest on such amount computed at the Prime Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this Section 6.01(b).

(c) No later than 30 days after a Tax Benefit described in Section 6.01(b) is actually realized in cash by a member of the Motorola Group or a member of the SpinCo Group, Motorola (if a member of the Motorola Group actually realizes such Tax Benefit) or SpinCo (if a member of the SpinCo Group actually realizes such Tax Benefit) shall provide the other Company with a written calculation of the amount payable to such other Company by Motorola or SpinCo pursuant to this Section 6. In the event that Motorola or SpinCo disagrees with any such calculation described in this Section 6.01(c), Motorola or SpinCo shall so notify the other

18

Company in writing within 30 days of receiving the written calculation set forth above in this Section 6.01(c). Motorola and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 6 shall be determined in accordance with the disagreement resolution provisions of Section 14 as promptly as practicable.

(d) SpinCo shall be entitled to any refund that is attributable to, and would not have arisen but for, a SpinCo Carryback pursuant to the proviso set forth in Section 4.07. Any such payment of such refund made by Motorola to SpinCo pursuant to this Section 6.01(d) shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Motorola Group Tax Attribute to a Tax Period in respect of which such refund is received) that would affect the amount to which SpinCo is entitled, and an appropriate adjusting payment shall be made by SpinCo to Motorola such that the aggregate amounts paid pursuant to this Section 6.01(d) equals such recalculated amount (with interest computed at the Prime Rate).

Section 6.02 Motorola and SpinCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation. Solely the member of the Group for which the relevant individual is currently employed or, if such individual is not currently employed by a member of the Group, was most recently employed at the time of the vesting, exercise, disqualifying disposition, payment or other relevant taxable event, as appropriate, in respect of the equity awards and other incentive compensation described in Article 4 of the Employee Matters Agreement shall be entitled to claim any Income Tax deduction in respect of such equity awards and other incentive compensation on its respective Tax Return associated with such event.

Section 7. Tax-Free Status.

Section 7.01 Tax Opinions/Rulings and Representation Letters.

(a) Each of SpinCo and Motorola hereby represents and agrees that (A) it will read the Representation Letters prior to the date submitted and (B) subject to any qualifications therein, all information contained in such Representation Letters that concerns or relates to such Company or any member of its Group will be true, correct and complete.

(b) SpinCo, Mobility and Motorola acknowledge that the Tax Opinions/Rulings and the Representation Letters have not yet been obtained or submitted (except that the Section 59(e) Ruling Request has been submitted and the Section 59(e) Ruling has been obtained). SpinCo, Mobility and Motorola shall use their commercially reasonable efforts and shall cooperate in good faith to finalize the Representation Letters for the Distribution as soon as possible hereafter and to cause the same to be submitted to the Tax Advisors, the IRS or such other governmental authorities as Motorola shall deem necessary or desirable and shall take such other commercially reasonable actions as may be necessary or desirable to obtain the Tax Opinions/Rulings in order to confirm the Tax-Free Status.

19

Section 7.02 Restrictions on SpinCo and Mobility .

(a) SpinCo and Mobility agree that they will not take or fail to take, or permit any SpinCo Affiliate or Mobility Affiliate, as the case may be, to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, covenant or representation in any Representation Letters or Tax Opinions/Rulings. SpinCo and Mobility agree that they will not take or fail to take, or permit any SpinCo Affiliate or Mobility Affiliate, as the case may be, to take or fail to take, any action which prevents or could reasonably be expected to prevent (A) the Tax-Free Status, or (B) any transaction contemplated by the Master Separation and Distribution Agreement which is intended by the parties to be tax-free (including, but not limited to, those transactions listed on Schedule 7.02(a), as such Schedule 7.02(a) may be amended by mutual agreement by the Companies prior to the Distribution Date) from so qualifying, including, in the case of SpinCo, issuing any SpinCo Capital Stock that would prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Code.

(b) Pre-Distribution Period. During the period from the date hereof until the completion of the Distribution, SpinCo and Mobility shall not take any action (including, in the case of SpinCo, the issuance of SpinCo Capital Stock) or permit any SpinCo Affiliate or Mobility Affiliate directly or indirectly controlled by SpinCo or Mobility, as the case may be, to take any action if, as a result of taking such action, SpinCo could have a number of shares of SpinCo Capital Stock (computed on a fully diluted basis or otherwise) issued and outstanding, including by way of the exercise of stock options (whether or not such stock options are currently exercisable) or the issuance of restricted stock, that could cause Motorola to cease to have Tax Control of SpinCo.

(c) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will (i) maintain its status as a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code and (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, in each case, taking into account Section 355(b)(3) of the Code.

(d) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will not (i) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (a) redeeming rights under a shareholder rights plan, (b) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, or (c) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo’s charter or bylaws or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to SpinCo pursuant to the Contribution or to Mobility pursuant to the Asset Contribution Agreement or sell or transfer 60% or more of the gross assets of the Active Trade or Business or 60% or more of the consolidated gross assets of SpinCo and its Affiliates (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through a SpinCo Affiliate) any SpinCo stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the

20

amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo Capital Stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Representation Letters or the Tax Opinions/Rulings) which in the aggregate (and taking into account any other transactions described in this subparagraph (d)) would be reasonably likely to have the effect of causing or permitting one or more persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in SpinCo or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SpinCo shall have requested that Motorola obtain a Ruling in accordance with Section 7.04(b) and (d) of this Agreement to the effect that such transaction will not affect the Tax-Free Status and Motorola shall have received such a Ruling in form and substance satisfactory to Motorola in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status (and in determining whether a Ruling is satisfactory, Motorola may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection with such Ruling), or (B) SpinCo shall provide Motorola with an Unqualified Tax Opinion in form and substance satisfactory to Motorola in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status (and in determining whether an opinion is satisfactory, Motorola may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion and Motorola may determine that no opinion would be acceptable to Motorola) or (C) Motorola shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion.

(e) Certain Issuances of SpinCo Capital Stock . If SpinCo proposes to enter into any Section 7.02(e) Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Section 7.02(e) Acquisition Transaction, proposes to permit any Section 7.02(e) Acquisition Transaction to occur, in each case, during the period from the date hereof until the first day after the two-year anniversary of the Distribution Date, SpinCo shall provide Motorola, no later than ten days following the signing of any written agreement with respect to the Section 7.02(e) Acquisition Transaction, with a written description of such transaction (including the type and amount of SpinCo Capital Stock to be issued in such transaction) and a certificate of the Board of Directors of SpinCo to the effect that the Section 7.02(e) Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 7.02(d) apply (a “ Board Certificate ” ).

(f) SpinCo and Mobility Internal Restructuring. SpinCo and Mobility shall not engage in, cause or permit any internal restructuring (including by making or revoking any election under Treasury Regulation Section 301.7701-3) involving SpinCo or Mobility and/or any of their subsidiaries or any contribution, sale or other transfer of any of the assets directly or indirectly contributed to SpinCo as part of the Contribution or to Mobility pursuant to the Asset Contribution Agreement to SpinCo or Mobility, as the case may be, or any of their subsidiaries (any such action, an “ Internal Restructuring ” ) during or with respect to any Tax Period (or portion thereof) ending on or prior to the Distribution Date without obtaining the prior written

21

consent of Motorola (such prior written consent not to be unreasonably withheld). SpinCo or Mobility, as the case may be, shall provide written notice to Motorola describing any Internal Restructuring proposed to be taken during or with respect to any Tax Period (or portion thereof) beginning after the Distribution Date and ending on or prior to the two-year anniversary of the Distribution Date and shall consult with Motorola regarding any such proposed actions reasonably in advance of taking any such proposed actions and shall consider in good faith any comments from Motorola relating thereto.

(g) Distributions by Foreign SpinCo Subsidiaries. Until January 1 ^st of the calendar year immediately following the calendar year in which the Distribution occurs, SpinCo shall neither cause nor permit any foreign subsidiary of SpinCo to enter into any transaction or take any action that would be considered under the Code to constitute the declaration or payment of a dividend (including pursuant to Section 304 of the Code) without obtaining the prior written consent of Motorola (such prior written consent not to be unreasonably withheld).

Section 7.03 Restrictions on Motorola. Motorola agrees that it will not take or fail to take, or permit any member of the Motorola Group to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, covenant or representation in any Representation Letters or Tax Opinions/Rulings. Motorola agrees that it will not take or fail to take, or permit any member of the Motorola Group to take or fail to take, any action which prevents or could reasonably be expected to prevent (A) the Tax-Free Status, or (B) any other transaction contemplated by the Master Separation and Distribution Agreement which is intended by the parties to be tax-free from so qualifying; provided, however, that this Section 7.03 shall not be construed as obligating Motorola to consummate the Distribution without the satisfaction or waiver of all conditions set forth in Section 3.3 of the Master Separation and Distribution Agreement nor shall it be construed as preventing Motorola from terminating the Master Separation and Distribution Agreement pursuant to Section 7.14 thereof.

Section 7.04 Procedures Regarding Opinions and Rulings.

(a) If SpinCo notifies Motorola that it desires to take one of the actions described in clauses (i) through (vi) of Section 7.02(d) (a “ Notified Action ” ), Motorola and SpinCo shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 7.02(d), unless Motorola shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion.

(b) Rulings or Unqualified Tax Opinions at SpinCo’s Request. Motorola agrees that at the reasonable request of SpinCo pursuant to Section 7.02(d), Motorola shall cooperate with SpinCo and use its reasonable best efforts to seek to obtain, as expeditiously as possible, a Ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in no event shall Motorola be required to file any Ruling Request under this Section 7.04(b) unless SpinCo represents that (A) it has read the Ruling Request, and (B) all information and representations, if any, relating to any member of the SpinCo Group, contained in the Ruling Request documents are (subject to any qualifications therein) true, correct and complete. SpinCo shall reimburse Motorola for all reasonable costs and expenses incurred by the Motorola Group in obtaining a Ruling or Unqualified Tax Opinion requested by SpinCo within ten Business Days after receiving an invoice from Motorola therefor.

22

(c) Rulings or Unqualified Tax Opinions at Motorola’s Request . Motorola shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Motorola determines to obtain a Ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with Motorola and take any and all actions reasonably requested by Motorola in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that SpinCo shall not be required to make (or cause any Affiliate of SpinCo to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Motorola and SpinCo shall each bear its own costs and expenses in obtaining a Ruling or an Unqualified Tax Opinion requested by Motorola.

(d) SpinCo hereby agrees that Motorola shall have sole and exclusive control over the process of obtaining any Ruling, and that only Motorola shall apply for a Ruling. In connection with obtaining a Ruling pursuant to Section 7.04(b), (A) Motorola shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by Motorola in connection therewith; (B) Motorola shall (1) reasonably in advance of the submission of any Ruling Request documents provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo’s comments on such draft copy, and (3) provide SpinCo with a final copy; and (C) Motorola shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such Ruling. Neither SpinCo nor any SpinCo Affiliate directly or indirectly controlled by SpinCo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution or the Distribution (including the impact of any transaction on the Contribution or the Distribution) or any transaction listed on Schedule 7.02(a).

Section 7.05 Liability for Tax-Related Losses.

(a) Notwithstanding anything in this Agreement or the Master Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Motorola and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution, as defined in the Master Separation and Distribution Agreement, or the Distribution) of all or a portion of SpinCo’s stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by SpinCo with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of SpinCo representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by SpinCo after the Distribution (including, without limitation, any amendment to SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), (D) any act or failure to act

23

by SpinCo or any SpinCo Affiliate described in Section 7.02 (regardless whether such act or failure to act is covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 7.02(d), a Board Certificate described in Section 7.02(e) or a consent described in Section 7.02(f) or (g)) or (E) any breach by SpinCo of its agreement and representation set forth in Section 7.01(a).

(b) Notwithstanding anything in this Agreement or the Master Separation and Distribution Agreement to the contrary, subject to Section 7.05(c), Motorola shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to, or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution, as defined in the Master Separation and Distribution Agreement, or the Distribution) of all or a portion of Motorola’s stock and/or its assets by any means whatsoever by any Person, (B) any negotiations, agreements or arrangements by Motorola with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Motorola representing a Fifty-Percent or Greater Interest therein, (C) any act or failure to act by Motorola or a member of the Motorola Group described in Section 7.03 or (D) any breach by Motorola of its agreement and representation set forth in Section 7.01(a).

(c)

(i) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 7.05(a) and (b), responsibility for such Tax-Related Loss shall be shared by Motorola and SpinCo according to relative fault.

(ii) Notwithstanding anything in Section 7.05(b) or (c)(i) or any other provision of this Agreement or the Master Separation and Distribution Agreement to the contrary:

(A) with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in Motorola) and (II) any other Tax-Related Loss resulting (for the absence of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of SpinCo (or any SpinCo Affiliate) by any means whatsoever by any Person or any action or failure to act by SpinCo affecting the voting rights of SpinCo stock, SpinCo shall be responsible for, and shall indemnify and hold harmless Motorola and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss; and

(B) for purposes of calculating the amount and timing of any Tax-Related Loss for which SpinCo is responsible under this Section 7.05, Tax-Related Losses shall be calculated by assuming that Motorola, the Motorola Affiliated Group and each member of the Motorola Group (I) pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) have no Tax Attributes in any relevant taxable year.

24

(iii) Notwithstanding anything in Section 7.05(a) or (c)(i) or any other provision of this Agreement or the Master Separation and Distribution Agreement to the contrary, with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in Spinco) and (II) any other Tax-Related Loss resulting (for the absence of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of Motorola (or any Motorola Affiliate) by any means whatsoever by any Person, Motorola shall be responsible for, and shall indemnify and hold harmless Spinco and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss.

(d) SpinCo shall pay Motorola the amount of any Tax-Related Losses for which SpinCo is responsible under this Section 7.05: (A) in the case of Tax-Related Losses described in clause (i) of the definition of Tax-Related Losses no later than two Business Days prior to the date Motorola files, or causes to be filed, the applicable Tax Return for the year of the Contribution or Distribution, as applicable (the “ Filing Date ”) (provided that if such Tax-Related Losses arise pursuant to a Final Determination described in clause (a), (b) or (c) of the definition of “Final Determination”, then SpinCo shall pay Motorola no later than two Business Days after the date of such Final Determination with interest calculated at the Prime Rate plus two percent, compounded semiannually, from the date that is two Business Days prior to the Filing Date through the date of such Final Determination) and (B) in the case of Tax-Related Losses described in clause (ii) or (iii) of the definition of Tax-Related Losses, no later than two Business Days after the date Motorola pays such Tax-Related Losses. Motorola shall pay SpinCo the amount of any Tax-Related Losses (described in clause (ii) or (iii) of the definition of Tax-Related Loss) for which Motorola is responsible under this Section 7.05 no later than two Business Days after the date SpinCo pays such Tax-Related Losses.

Section 8. Assistance and Cooperation.

Section 8.01 Assistance and Cooperation.

(a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In

25

the event that a member of the Motorola Group, on the one hand, or a member of the SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment.

(b) Any information or documents provided under this Section 8 shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Motorola nor any Motorola Affiliate shall be required to provide SpinCo or any Spinco Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to SpinCo, the business or assets of SpinCo or any SpinCo Affiliate and (ii) in no event shall Motorola or any Motorola Affiliate be required to provide SpinCo, any SpinCo Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that Motorola determines that the provision of any information to SpinCo or any SpinCo Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Section 8 in a manner that avoids any such harm or consequence.

Section 8.02 Income Tax Return Information. SpinCo and Motorola acknowledge that time is of the essence in relation to any request for information, assistance or cooperation made by Motorola or SpinCo pursuant to Section 8.01 or this Section 8.02. SpinCo and Motorola acknowledge that failure to conform to the deadlines set forth herein or reasonable deadlines otherwise set by Motorola or SpinCo could cause irreparable harm.

(a) Each Company shall provide to the other Company information and documents relating to its Group required by the other Company to prepare Tax Returns. Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

(b) At SpinCo’s sole expense, SpinCo shall provide to Motorola the information set forth on Schedule 8.02(b) (as such Schedule 8.02(b) may be amended by mutual agreement by the Companies prior to the Distribution Date) in accordance with the deadlines set forth on such Schedule, and shall provide such other information reasonably requested in writing by Motorola in connection with the preparation of Tax Returns in accordance with the reasonable deadlines set forth in such written request.

(c) At Motorola’s sole expense, Motorola shall provide to SpinCo the information set forth on Schedule 8.02(c) (as such Schedule 8.02(c) may be amended by mutual agreement by the Companies prior to the Distribution Date) in accordance with the deadlines set forth on such Schedule, and shall provide such other information reasonably requested in writing by SpinCo in connection with the preparation of Tax Returns in accordance with the reasonable deadlines set forth in such written request.

26

Section 8.03 Reliance by Motorola. If any member of the SpinCo Group supplies information to a member of the Motorola Group in connection with a Tax liability and an officer of a member of the Motorola Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Motorola Group identifying the information being so relied upon, the chief financial officer of SpinCo (or any officer of SpinCo as designated by the chief financial officer of SpinCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. SpinCo agrees to indemnify and hold harmless each member of the Motorola Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the SpinCo Group having supplied, pursuant to this Section 8, a member of the Motorola Group with inaccurate or incomplete information in connection with a Tax liability.

Section 8.04 Reliance by SpinCo. If any member of the Motorola Group supplies information to a member of the SpinCo Group in connection with a Tax liability and an officer of a member of the SpinCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the SpinCo Group identifying the information being so relied upon, the chief financial officer of Motorola (or any officer of Motorola as designated by the chief financial officer of Motorola) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. Motorola agrees to indemnify and hold harmless each member of the SpinCo Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the Motorola Group having supplied, pursuant to this Section 8, a member of the SpinCo Group with inaccurate or incomplete information in connection with a Tax liability.

Section 9. Tax Records.

Section 9.01 Retention of Tax Records . Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Deconsolidation Periods, and Motorola shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven years after the Deconsolidation Date (such later date, the “ Retention Date ”). After the Retention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determine to decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo

27

may decomission or discontinue such program or system upon 90 days’ prior notice to Motorola and Motorola shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 9.02 Access to Tax Records. The Companies and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and shall permit the other Company and its Affiliates, authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Company in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

Section 10. Tax Contests.

Section 10.01 Notice . Each of the Companies shall provide prompt notice to the other Company of any written communication from a Tax Authority regarding any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware related to Taxes for Tax Periods for which it is indemnified by the other Company hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such party fails to give the indemnifying party prompt notice of such asserted Tax liability and the indemnifying party is entitled under this Agreement to contest the asserted Tax liability, then (i) if the indemnifying party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying party shall have no obligation to indemnify the indemnified party for any Taxes arising out of such asserted Tax liability, and (ii) if the indemnifying party is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying party, then any amount which the indemnifying party is otherwise required to pay the indemnified party pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 10.02 Control of Tax Contests.

(a) Separate Company Taxes. In the case of any Tax Contest with respect to any Separate Return (other than a Separate Return of Other Taxes described in clause (II) of Section 5.02), the Company having liability for the Tax shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 10.02(f) and (g) below.

(b) Motorola Federal Consolidated Income Tax Return. In the case of any Tax Contest with respect to any Motorola Federal Consolidated Income Tax Return, Motorola shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 10.02(f) and (g) below.

28

(c) Motorola State Combined Income Tax Return. In the case of any Tax Contest with respect to any Motorola State Combined Income Tax Return, Motorola shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 10.02(f) and (g) below.

(d) Motorola Foreign Combined Income Tax Return. In the case of any Tax Contest with respect to any Motorola Foreign Combined Income Tax Return, Motorola shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 10.02(f) and (g) below.

(e) Joint Returns and Certain Other Returns. In the case of any Tax Contest with respect to (I) any Joint Return (other than any Motorola Federal Consolidated Income Tax Return, any Motorola State Combined Income Tax Return or any Motorola Foreign Combined Income Tax Return) or (II) any Return of Other Taxes described in clause (II) of Section 5.02, (i) Motorola shall control the defense or prosecution of the portion of the Tax Contest directly and exclusively related to any Motorola Adjustment, including settlement of any such Motorola Adjustment and (ii) SpinCo shall control the defense or prosecution of the portion of the Tax Contest directly and exclusively related to any SpinCo Adjustment, including settlement of any such SpinCo Adjustment, and (iii) the Tax Contest Committee shall control the defense or prosecution of Joint Adjustments and any and all administrative matters not directly and exclusively related to any Motorola Adjustment or SpinCo Adjustment. The “ Tax Contest Committee ” shall be comprised of two persons, one person selected by Motorola (as designated in writing to SpinCo) and one person selected by SpinCo (as designated in writing to Motorola). Each person serving on the Tax Contest Committee shall continue to serve unless and until he or she is replaced by the party designating such person. Any and all matters to be decided by the Tax Contest Committee shall require the unanimous approval of both persons serving on the committee. In the event the Tax Contest Committee shall be deadlocked on any matter, the provisions of Section 14 of this Agreement shall apply.

(f) Settlement Rights. The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party. Unless waived by the parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment (or any payment under Section 6) to the Controlling Party under this Agreement: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (iv) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (v) the Controlling Party shall defend such Tax

29

Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in Section 10.02(a), (b), (c) or (d), “ Controlling Party ” means the Company entitled to control the Tax Contest under such Section and “ Non-Controlling Party ” means the other Company.

(g) Tax Contest Participation. Unless waived by the parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment (or any payment under Section 6) to the Controlling Party under this Agreement. The failure of the Controlling Party to provide any notice specified in this Section 10.02(g) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(h) Power of Attorney. Each member of the SpinCo Group shall execute and deliver to Motorola (or such member of the Motorola Group as Motorola shall designate) any power of attorney or other similar document reasonably requested by Motorola (or such designee) in connection with any Tax Contest (as to which Motorola is the Controlling Party) described in this Section 10. Each member of the Motorola Group shall execute and deliver to SpinCo (or such member of the SpinCo Group as SpinCo shall designate) any power of attorney or other similar document requested by SpinCo (or such designee) in connection with any Tax Contest (as to which SpinCo is the Controlling Party) described in this Section 10.

Section 11. Effective Date; Termination of Prior Intercompany Tax Allocation Agreements . This Agreement shall be effective as of the date hereof. As of the date hereof, (i) all prior intercompany Tax allocation agreements or arrangements shall be terminated, and (ii) amounts due under such agreements as of the date hereof shall be settled as of the date hereof. Upon such termination and settlement, no further payments by or to Motorola or by or to SpinCo, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided that to the extent appropriate, as determined by Motorola, payments made pursuant to such agreements shall be credited to SpinCo or Motorola, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

30

Section 12. Survival of Obligations. The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Section 13. Treatment of Payments; Tax Gross Up.

Section 13.01 Treatment of Tax Indemnity and Tax Benefit Payments . In the absence of any change in Tax treatment under the Code or other applicable Tax Law,

(a) any Tax indemnity payments made by a Company under Section 5 shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Deconsolidation (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the regulations thereunder or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of an assumed or retained liability, and

(b) any Tax Benefit payments made by a Company under Section 6, shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Deconsolidation (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the regulations thereunder or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of an assumed or retained liability.

Section 13.02 Tax Gross Up . If notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreement.

Section 13.03 Interest Under This Agreement . Anything herein to the contrary notwithstanding, to the extent one Company ( “ Indemnitor ” ) makes a payment of interest to another Company ( “ Indemnitee ” ) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee (includible in income to the extent provided by law). The amount of the payment shall not be adjusted under Section 2.02 to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

Section 14. Disagreements. The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this

31

Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (other than a High-Level Dispute) (a “ Tax Advisor Dispute ” ) between any member of the Motorola Group and any member of the SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor Dispute, then the matter, upon written request of either Company, will be referred for resolution to the Steering Committee, which will make a good faith effort to resolve the Tax Advisor Dispute pursuant to the procedures set forth in Section 7.3(a) of the Master Separation and Distribution Agreement. If the Steering Committee does not agree to a resolution of a Tax Advisor Dispute within thirty (30) days after the reference of the Tax Advisor Dispute to it, then the matter will be referred to a Tax Advisor acceptable to each of the Companies. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Section 16, each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved pursuant to the procedures set forth in Section 7.3 of the Master Separation and Distribution Agreement. Nothing in this Section 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Steering Committee and the Tax Advisor (or any delay resulting from the efforts to resolve any High-Level Dispute through the procedures set forth in Section 7.3 of the Master Separation and Distribution Agreement) could result in serious and irreparable injury to either Company. Notwithstanding anything to the contrary in this Agreement, the Master Separation and Distribution Agreement or any Ancillary Agreement, Motorola and SpinCo are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of Motorola and SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 14.

Section 15. Late Payments. Any amount owed by one party to another party under this Agreement which is not paid when due shall bear interest at the Prime Rate plus two percent, compounded semiannually, from the due date of the payment to the date paid. To the extent interest required to be paid under this Section 15 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Section 15 or the interest rate provided under such other provision.

32

Section 16. Expenses . Except as otherwise provided in this Agreement, each party and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

Section 17. General Provisions.

Section 17.01 Addresses and Notices . Each party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the party to be notified, at the address set forth below or another address of which the sending party has been notified in accordance with this Section 17.01: (a) personal delivery; (b) facsimile or telecopy transmission with a reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a party is effective for purposes of this Agreement only if given as provided in this Section 17.01 and shall be deemed given on the date that the intended addressee actually receives the notice.

A party may change the address for receiving notices under this Agreement by providing written notice of the change of address to the other parties.

Section 17.02 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

Section 17.03 Waiver. The parties may waive a provision of this Agreement only by a writing signed by the party intended to be bound by the waiver. A party is not prevented from enforcing any right, remedy or condition in the party’s 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 party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s 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.

33

Section 17.04 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining 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.

Section 17.05 Authority. Each of the parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 17.06 Further Action. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other parties in accordance with Section 10.

Section 17.07 Integration . This Agreement, together with each of the exhibits and schedules appended hereto, constitutes the final agreement between the parties, and is the complete and exclusive statement of the parties’ agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements between the parties with respect to the matters contained herein are superseded by this Agreement, as applicable. In the event of any inconsistency between this Agreement and the Master Separation and Distribution Agreement, or any other agreements relating to the transactions contemplated by the Master Separation and Distribution Agreement, with respect to matters addressed herein, the provisions of this Agreement shall control.

Section 17.08 Construction . The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any party. The captions, titles and headings included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation. Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.

Section 17.09 No Double Recovery . No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity. Unless expressly required in this Agreement, a party shall not be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

34

Section 17.10 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 the parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.

Section 17.11 Governing Law. The internal laws of the State of Delaware (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement and each of the exhibits and schedules hereto and thereto (whether arising in contract, tort, equity or otherwise).

Section 17.12 Jurisdiction. If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the parties irrevocably (and the parties will cause each other member of their respective Group to irrevocably) (a) consent and submit to the exclusive jurisdiction of federal and state courts located in Delaware, (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

Section 17.13 Amendment. Except as otherwise expressly provided herein with respect to the Schedules hereto, the parties may amend this Agreement only by a written agreement signed by each party to be bound by the amendment and that identifies itself as an amendment to this Agreement.

Section 17.14 SpinCo Subsidiaries . If, at any time, SpinCo acquires or creates one or more subsidiaries that are includable in the SpinCo Group, they shall be subject to this Agreement and all references to the SpinCo Group herein shall thereafter include a reference to such subsidiaries.

Section 17.15 Successors . This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to any of the parties hereto (including but not limited to any successor of Motorola, SpinCo or Mobility succeeding to the Tax attributes of either under Section 381 of the Code), to the same extent as if such successor had been an original party to this Agreement.

Section 17.16 Injunctions . The parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

35

IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf by a duly authorized officer on the date first set forth above.

[Signature Page to Tax Sharing Agreement]

EXHIBIT 10.9

< Motorola Letterhead >

July 15, 2010

BY ELECTRONIC MAIL

Mr. Dan Moloney

Chief Executive Officer

Technitrol, Inc.

Dear Dan:

On behalf of Motorola, Inc. (the “Company”), I am pleased to offer you the position of Executive Vice President, President, Mobility, reporting to the Chief Executive Officer, Mobile Devices and Home Business on the terms and conditions set forth in this letter agreement (the “Agreement”).

Corporate Offices

1303 E. Algonquin Road, Schaumburg, IL 60196 (847) 576-5000

Please understand that if you accept this offer, your employment will be at-will, meaning that you or the Company may terminate the employment relationship at any time. Nothing in this offer letter constitutes a guarantee of employment for a definite period of time.

You hereby represent and warrant to the Company that you are not party to any contract, understanding, agreement or policy, whether or not written, with your current employer (or any other previous employer) or otherwise, that would be breached by your entering into, or performing services under, this Agreement.

This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. For the avoidance of doubt, the Company may unilaterally assign this Agreement to its affiliates including without limitation SpinCo and, following any such assignment or succession, any reference herein to the “Company” shall refer to such successor or assign.

Please note that our employment offer is contingent upon your meeting background check selection criteria. This background check may include employment and education verification along with a criminal records check. The criminal check may take up to ninety (90) days to complete; however, you may be permitted to work during this period. Your employment is contingent upon your ability to present the documentation required by the Immigration Reform and Control Act of 1986.

2

Dan, we are anxious to formalize your acceptance of our offer. If these terms are acceptable, please sign below and return to me or Scott Crum at your earliest opportunity. If you have any questions, please feel free to contact me at (847) 576-6800 or Scott Crum at (914) 672-0938.

Your signature below indicates that you have read and agree to the provisions of this offer.

July 30, 2010

Date

3

EXHIBIT 10.10

(Motorola Letterhead)

June 29, 2009

BY EMAIL AND REGULAR MAIL

William C. Ogle

4008 Miramar Avenue

Dallas, TX 75205

Dear Bill,

After our discussions with you, we believe you could make significant contributions to Motorola’s future success, and we hope that you will become part of our Motorola team. We are pleased to offer you the position of Senior Vice President, MDb Marketing, Mobile Devices Business, reporting to Sanjay Jha, CEO of Motorola’s Mobile Devices Business (and co-CEO of Motorola, Inc.). The following are the additional terms of the offer. ¹

Cash Compensation

Motorola, Inc., Corporate Offices

1303 E. Algonquin Road, Schaumburg, IL 60196 T: (847) 576-5000

Equity Compensation

Benefit Programs

Executive Reward Programs

Effective on the date of your employment, or on a later date as indicated below, you will be eligible to participate in the following Officer Reward Programs. Additional information on these programs will be provided.

Imputed income will be reported for perquisite programs per IRS regulations.

Miscellaneous

This offer, your acceptance and the terms and conditions of your employment shall be governed by the law of the State of Illinois.

The offer also is contingent on satisfactory completion of Motorola’s pre-employment drug testing requirement within 60 days prior to your start date, satisfactory results of a background investigation, compliance with export control requirements and proof of employment eligibility in the United States.

You acknowledge and agree that upon joining Motorola, your employment with Motorola shall not be for any fixed duration and shall be “at will.” As an “at will” employee, you can terminate your employment at any time for any reason, and conversely Motorola can terminate your employment at any time for any reason.

You represent and warrant that your employment with Motorola, as outlined in this letter, does not and will not violate any of your continuing contractual, legal or other obligations to any other employer or entity for whom you have provided services, that you have provided Motorola with copies of all such agreements or written obligations, and further that no obligations you have to any other employer or entity for whom you have provided services will materially interfere with your ability to devote your full attention to your Motorola duties and responsibilities.

For all purposes in this letter agreement, “Serious Misconduct” shall mean any conduct or omission that is a ground for termination under the Motorola Code of Business Conduct, or the human resources policies, or other written policies or procedures.

Next Steps

Bill, we believe the position being offered and the proposed compensation package are extremely compelling, and we are excited about the prospect of you joining the Motorola Team.

We look forward to your positive acknowledgement by signing and returning a copy of this letter. If you have any questions, please don’t hesitate to call me at (847) 576-6800.

Enclosures