SHARE EXCHANGE AGREEMENT

Exhibit 2.2
Execution Copy

SHARE EXCHANGE AGREEMENT

AMONG

TRIDENT MICROSYSTEMS, INC.

TRIDENT MICROSYSTEMS (FAR EAST) LTD.

AND

NXP B.V.

DATED AS OF

October 4, 2009

List of Exhibits

Share Exchange Agreement

          This Share Exchange Agreement (this “ Agreement ”) is made and entered into as of October 4, 2009 (the “ Agreement Date ”) by and among Trident Microsystems, Inc. , a Delaware corporation (“ Trident ”), Trident Microsystems (Far East) Ltd. , a Cayman Islands company (“ Trident Cayman ”), and NXP B.V. , a Dutch besloten vennootschap (“ NXP ”). Trident US, Trident Cayman and NXP are collectively referred to herein as the “ Parties .” Any capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in Section 12.1 hereof.

Recitals

          WHEREAS, NXP is engaged in the Business;

          WHEREAS, NXP will own at the Closing all of the issued and outstanding capital stock of a newly formed Dutch besloten vennootshap (“ Dutch Newco ”), a newly formed Delaware corporation (“ US Newco ”), and, if applicable pursuant to Section 1.10(b) , a newly formed Delaware limited liability company (“ USIP LLC ”, and together with US Newco and Dutch Newco the “ Transferred Newcos ”);

          WHEREAS, Dutch Newco or, if applicable pursuant to Section 1.10(b) , USIP LLC owns (or as of the Closing will own) all of the Transferred IP (as defined below) and those certain Acquired Asset as set forth at Section 1.10 ;

          WHEREAS, Dutch Newco will own at the Closing each Branch and all of the issued and outstanding capital stock of each Entity listed on Schedule 0.1 , (each, a “ Company ” and collectively, the “ Companies ”);

          WHEREAS, as a result of the Pre-Closing Restructuring, the Transferred Newcos and the Companies will own as of the Closing all of the Acquired Assets other than the Direct Transfer Assets, either directly or through one or more wholly-owned Subsidiaries;

          WHEREAS, Trident Cayman desires to purchase from NXP, either directly or through Trident or one or more of Trident’s Subsidiaries, and NXP desires to sell to Trident Cayman or to Trident or one or more of Trident’s Subsidiaries (as may be designated by Trident Cayman), all of the issued and outstanding capital stock of the Transferred Newcos and the Direct Transfer Assets upon the terms and conditions set forth in this Agreement;

          WHEREAS, NXP desires to purchase from Trident, and Trident desires to issue and sell to NXP, certain shares of the common stock, par value $0.001 per share, of Trident upon the terms and conditions set forth in this Agreement;

          WHEREAS, the supervisory board of NXP has unanimously determined that the transactions contemplated by this Agreement (collectively, the “ Transaction ”) are in the best interests of NXP and its equity holders and has approved this Agreement, the Ancillary Agreements and the Transaction; and

          WHEREAS, Trident’s Board of Directors has unanimously determined that the Transaction is in the best interests of Trident and its stockholders, approved this Agreement, the Ancillary Agreements and the Transaction and recommended approval of the Transaction by Trident’s stockholders.

           Now, Therefore , in consideration of the foregoing and the mutual promises, covenants and conditions contained herein, the Parties hereby agree as follows:

ARTICLE 1
The Pre-Closing Carve-Out

          1.1 Contribution of Assets . One (1) Business Day prior to the Closing, and subject to the terms and conditions set forth in the Pre-Closing Carve-Out Agreements, (i) NXP and its Subsidiaries shall transfer and deliver (or cause to be transferred and delivered) to the Transferred Newcos and/or the Companies (or to one or more wholly-owned Subsidiaries or Branches of the Companies) pursuant to the Pre-Closing Carve-Out Agreements all right, title and interest of NXP and its Subsidiaries (other than Dutch Newco, its Subsidiaries (including the Companies) US Newco and USIP LLC (if applicable), the “ NXP Group ”) in and to all of the Acquired Assets (except for the Direct Transfer Assets) in all cases free and clear of all Encumbrances other than Permitted Encumbrances, and (ii) NXP and Dutch Newco or, if applicable pursuant to Section 1.10(b) , USIP LLC shall enter into the IP Transfer and License Agreement and consummate the transactions contemplated thereby. In connection with the transfer and delivery of the Acquired Assets (except for the Direct Transfer Assets) to the Companies (or wholly-owned Subsidiaries of the Companies, as the case may be), the Pre-Closing Carve-Out Agreements shall include a component of intercompany debt among and between the Transferred Newcos and/or the Companies (or to one or more wholly-owned Subsidiaries of the Companies) associated with such transfer and delivery, in amounts and on terms approved by Trident (the “ Intercompany Debt ”).

          1.2 Assumption of Liabilities . One (1) Business Day prior to the Closing, and subject to the terms and conditions set forth in the Pre-Closing Carve-Out Agreements and the IP Transfer and License Agreement, the Transferred Newcos, and the Companies, as applicable, shall assume and agree to pay, discharge and perform, when due and payable and otherwise in accordance with the relevant governing agreements, the Assumed Liabilities (except for the Direct Assumed Liabilities).

          1.3 Intercompany Accounts . Effective at least one (1) Business Day prior to the Closing, NXP shall cause all intercompany payables and receivables between any member of the NXP Group on the one hand and the Transferred Newcos, any of the Companies or the Israeli Subsidiary on the other hand (other than the Acquired Intercompany Debt, the Inventory Note (to the extent the Transferred Inventory is transferred, sold and purchased by Trident Cayman or a Subsidiary of Trident in accordance with Section 2.1(c)(ii) ) and the NXP-Dutch Newco (China) Promissory Note) to be eliminated.

          1.4 Acquired Assets . The “ Acquired Assets ” shall consist of NXP’s and its Subsidiaries’ right, title and interest in and to all of the following tangible and intangible assets, properties and rights of any nature:

          (a) The leases, subleases and any other agreements identified in Schedule 1.4(a) (the “ Leases ”), together with all buildings, structures, improvements and fixtures located in or on such leasehold. The land, buildings or structures subject to the Leases are hereinafter referred to as the “ Leased Property, ” the locations of which are referred to collectively as the “ Premises ”);

          (b) (i) The Contracts identified on Schedule 1.4(b) , (ii) all other Contracts that are in existence as of the Agreement Date or that are entered into by NXP or any of its Subsidiaries during the period between the Agreement Date and the Closing Date in compliance with the terms of this Agreement that (A) are not specifically included in Excluded Assets and (B) are (1) exclusively related to the Business, or (2) any other Contract, the assignment or other arrangement of which is made pursuant to Section 1.12 to the extent of such assignment or other arrangement (collectively, the “ Assigned Contracts ”);

          (c) Each governmental license, registration, certificate of occupancy or other permit or approval, in each case which is (i) held in the name of NXP or any of its Subsidiaries, (ii) Related to the Business or Related to the Acquired Assets, and (iii) not otherwise required to be maintained by the NXP Group in connection with the operation of its business or assets other than the Business (the “ Permits ”);

          (d) All of the outstanding shares of capital stock of the Israeli Subsidiary;

          (e) All furniture, equipment, tools, systems, computer hardware and other tangible personal property that is Related to the Business, except in each case to the extent included in the Excluded Assets;

          (f) All prototypes and masks Related to the Business;

          (g) All Books and Records;

          (h) All advertising, promotional, instructional and marketing materials Related to the Business or Related to the Acquired Assets, it being understood that no license or right to use any NXP Trademark is granted hereby;

          (i) Any rights to bring and control any action in law or equity for damage or injury Related to the Business or Related to the Acquired Assets following the Closing Date (whether standing alone or in combination with an action for pre-closing damage or injury), provided that the Companies and/or Trident and its Subsidiaries as the case may be will reimburse NXP or its designated Subsidiaries for any monetary recovery to the extent related to the period of time on or prior to the Closing Date (net of any out-of-pocket costs reasonably incurred by the Transferred Newcos, the Companies or Trident following the Closing in connection with such recovery).

          (j) All rights of NXP or any of its Subsidiaries under any Open Incoming POs or Open Outgoing POs, it being understood that no Accounts Receivable or Accounts Payable are being transferred under the Pre-Closing Carve-Out Agreements or this Agreement;

          (k) The sponsorship of and all rights under the Assumed Company Benefit Arrangements, including any trusts, trust funds, insurance contracts, or other funding arrangement maintained on account of or in connection with any Assumed Company Benefit Arrangement, including an amount equal to the Pension Shortfall for such Assumed Company Benefit Arrangements including for other entitlements of Continuing Employees (e.g. accruals for vacation, time credits) to be provided or paid to the Transferred Newcos or the Companies pursuant to Section 7.20(c) ;

          (l) Rights under the EDA Contracts as allocated to the Business according to the methodology used by NXP prior to the Agreement Date and reflected in the Business Financial Statements, a summary of which methodology is set forth on Exhibit P hereto;

          (m) All credits, prepaid expenses, deferred charges, advance payments, security deposits, prepaid items and duties to the extent related to any Acquired Asset;

          (n) All guaranties, warranties, indemnities and similar rights in favor of NXP or any of its Subsidiaries to the extent related to any Acquired Asset;

          (o) All insurance proceeds that NXP or any of its Subsidiaries has a right to receive as of the Closing based on an insurable loss occurring on or prior to the Closing, to the extent (but only to the extent) that such proceeds relate to an Assumed Liability or an Acquired Asset;

          (p) All residual marketing intangibles and goodwill, to the extent not contemplated or included in the IP Transfer and License Agreement, Related to the Business or Related to the Acquired Assets;

          (q) The Transferred Inventory; and

          (r) All other assets, properties and rights (other than Intellectual Property and other than Excluded Assets) of a character not contemplated by clauses (a) through (q) above that are (x) Related to the Business and (y) necessary to enable the Transferred Newcos, the Companies and their Subsidiaries to own, conduct and operate the Business after the Closing substantially as operated by NXP and its Subsidiaries prior to the Closing (after taking into account the assets, properties, rights or services provided under the Ancillary Agreement).

          1.5 Excluded Assets . Notwithstanding any other provision of this Agreement, the Acquired Assets shall not include the following (the “ Excluded Assets ”):

          (a) Any Accounts Receivable , other than the Accounts Receivable of the Israeli Subsidiary;

          (b) Insurance policies and rights thereunder, other than insurance contracts listed on Schedule 1.4(b) and therefore to be transferred pursuant to Section 1.4(b) , other than rights to insurance proceeds as provided in Section 1.4(o) ;

          (c) The leases listed on Schedule 1.5(c) (the “ Retained Leases ”) and any buildings, structures, improvements and fixtures located in or on such leaseholds, and any land, buildings or other real property rights owned by NXP or any of its Subsidiaries;

          (d) All rights and interests in connection with, and any assets of, any “employee benefit plan” (as defined in Section 3(3) of ERISA) and any other benefit plan, program agreement or arrangement at any time maintained, sponsored or contributed to by NXP or any of its Subsidiaries, other than any Assumed Company Benefit Arrangements;

          (e) All personnel records of (i) Employees of the Business who are not Continuing Employees and (ii) any Continuing Employee whose consent to such transfer of personnel records is required under Applicable Law to the extent such Continuing Employee has not consented to such transfer;

          (f) All cash and cash equivalents except for (i) any cash and cash equivalents held by the Israeli Subsidiary and reflected in the Post-Closing Statement and (ii) the amounts contributed by NXP pursuant to Section 1.9 ;

          (g) All insurance proceeds that NXP or any of its Subsidiaries has a right to receive as of the Closing or that relate to events, circumstances or occurrences prior to the Closing except to the extent such proceeds relate to any Assumed Liability or any Acquired Asset;

          (h) All claims in respect of debtors or debtors-in-possession subject to proceedings under Chapter 11 of Title 11 of the United States Bankruptcy Code, or any similar legislation related to bankruptcy, insolvency and similar matters, to the extent such claims are subject to an order entered by a United States Bankruptcy Court, or a similar court or tribunal in any other jurisdiction, that would void or otherwise materially affect the Transaction in the event any relevant consent is not obtained from such United States Bankruptcy Court, or a similar court or tribunal in any other jurisdiction, or the relevant debtor or debtor-in-possession prior to the Closing;

          (i) Any asset or class of assets specifically excluded from the terms set forth in any subsection of Section 1.4 by virtue of the limitations set forth therein without being specifically included by virtue of any other subsection of Section 1.4 ;

          (j) The other assets, properties or rights set forth on Schedule 1.5(j) .

          1.6 Assumed Liabilities . The “ Assumed Liabilities ” shall include the following (and only the following) Liabilities:

          (a) All Liabilities and obligations in respect of the Permits, Assigned Contracts and Exclusive IP Contracts arising after the Closing Date; provided , that Trident is not required to assume (and if Trident so elects, NXP shall retain and bear the costs and expenses of) any Exclusive IP Contract that was not identified to Trident and considered by Trident and NXP by October 1, 2009, in generating the final financial model developed immediately prior to the Agreement Date for the operation of Trident following the Closing (“ Unidentified Contracts ”) or Exclusive IP Contracts that are duplicative of Trident’s

Contracts in place at the Agreement Date, provided that if such model reflected a basket or expense for such contracts, Trident shall accept an aggregate liability for Unidentified Contracts up to the amount of such basket or expense, and NXP shall retain and pay such liabilities in excess of such basket or expense;

          (b) [reserved];

          (c) All Liabilities (other than any Excluded Liability) in respect of Open Incoming POs entered into in the ordinary course of business (i) on or before the Agreement Date or (ii) otherwise in accordance with the terms of this Agreement (other than any Liability with respect to any breach thereof to the extent arising prior to the Closing Date), but not including any order or other item that has resulted in the creation of an Account Receivable;

          (d) All Liabilities in respect of Open Outgoing POs entered into in the ordinary course of business (i) on or before the Agreement Date or (ii) otherwise in accordance with the terms of this Agreement (other than any Liability with respect to any breach thereof to the extent arising prior to the Closing Date), but not including any Accounts Payable;

          (e) All Liabilities in respect of Taxes arising out of or related to the operation of the Business or the Acquired Assets following the Closing Date;

          (f) All Liabilities in respect of the Assumed Company Benefit Arrangements arising following the Closing Date related only to the Continuing Employees to the extent, but only to the extent, funded pursuant to Section 1.4(k) and Section 7.20(c) ;

          (g) Liabilities (other than any Excluded Liability) arising out of, resulting from or relating to the employment after the Closing Date (including any Liability in respect of any employee rights, compensation and benefits after the Closing Date) with, or the termination of employment by, Trident or any of its Subsidiaries (including the Transferred Newcos, the Companies and their respective Subsidiaries) of any Continuing Employee;

          (h) Liabilities (other than Excluded Liabilities) arising out of, resulting from or relating to the employment with, or the termination of employment by, NXP or any of its Subsidiaries after the Agreement Date of certain Persons to the extent, but only to the extent, expressly provided for on Schedule 1.6(h)-1 ; provided that Liabilities related to annual performance and retention bonuses with respect to Continuing Employees who are employed by Dutch Newco or one of the Companies following the Closing Date shall be allocated as provided in Schedule 1.6(h)-2 ;

          (i) All Liabilities (other than Excluded Liabilities) in respect of long term benefit arrangements, pension plans, or statutorily required benefit plans to the extent arising following the Closing (whether through accruals of such entitlements, changes in investment values or assumed investment returns or other factors, but only to the extent arising following the Closing), provided they relate to the employment of Continuing Employees who are employed by Dutch Newco or one of the Companies on the Closing Date;

          (j) All Liabilities under the EDA Contracts with respect to performance and payment obligations arising after the Closing Date as allocated to the Business according to the methodology set forth on Exhibit P hereto, to the extent such EDA Contracts are effectively assigned and conveyed to Trident under this Agreement; and

          (k) All Liabilities to the extent arising out of the operation of the Business or the use or ownership of the Acquired Assets following the Closing that are not Excluded Liabilities.

          1.7 Excluded Liabilities . Except for the Assumed Liabilities, none of the Transferred Newcos, Trident, the Companies or any of their Subsidiaries shall assume or retain, by virtue of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, or shall have any liability for the following Liabilities (the “ Excluded Liabilities ”):

          (a) Any Accounts Payable, other than the Accounts Payable of the Israeli Subsidiary;

          (b) Liabilities to the extent arising out of the operation of the Business or the use or ownership of the Acquired Assets on or prior to the Closing;

          (c) Liabilities to the extent arising out of, resulting from or relating to the Excluded Assets or the use or ownership of the Excluded Assets;

          (d) Liabilities to the extent arising out of, resulting from or relating to the Indebtedness of NXP or any of its Subsidiaries, but excluding the Intercompany Debt;

          (e) Intercompany payables owed to any member of the NXP Group, but excluding the Intercompany Debt;

          (f) Liabilities arising out of, resulting from or relating to the employment prior to Closing (including any Liability in respect of any employee rights, accrued vacation, compensation (including accrued annual bonus), equity awards and benefits arising up to and including the Closing Date), or the termination of employment, of any Person with NXP or any of its Subsidiaries, including with respect to Continuing Employees (except as provided in Section 1.6(f) and Section 1.6(h) );

          (g) Liabilities arising out of, resulting from or relating to the employment with, or the termination of employment by, NXP or any of its Subsidiaries prior to Closing of any Continuing Employee other than those Liabilities expressly assumed pursuant to Section 1.6(h) ; provided that Liabilities related to annual performance and retention bonuses with respect to Continuing Employees shall be allocated as provided in Schedule 1.6(h)-2 ;

          (h) Liabilities arising out of, resulting from or relating to any equity awards or grants (including any grants or awards of restricted stock, stock options or restricted stock units, and including any cash payments that may be due or payable to the grantees other than those Liabilities expressly assumed pursuant to Section 1.6(h) ) made by NXP or its Affiliates to any Person on or prior to the Closing, including with respect to Continuing Employees;

          (i) All Liabilities in respect of long term benefit arrangements, pension plans, or statutorily required benefit plans (whether funded or unfunded) relating to the employment prior to Closing, or the termination of employment, of any Person with NXP or any of its Subsidiaries, including with respect to Continuing Employees;

          (j) Liabilities arising out of, resulting from or relating to any claims based upon the allegation that a Person’s employment relationship with NXP or any of its Subsidiaries has or should have transferred to Trident, a Transferred Newco, the Companies or any of their Subsidiaries as a result of the Transaction, or otherwise claiming employment with Trident, a Transferred Newco, the Companies or any of their Subsidiaries as a result of the Transaction (other than any Liability with respect to any Continuing Employee or any Liability arising out of or in connection with any offer made or purported to have been made by, or other communication from, Trident or any of its Subsidiaries);

          (k) Liabilities for unpaid royalty payments pursuant to Contracts or IP Contracts in each case Related to the Business in effect prior to the Closing Date;

          (l) Liabilities arising out of or relating to any breach or default under any Assigned Contract or IP Contract, or relating to events, occurrences, conditions or acts that constitute a breach or default under any Assigned Contract or IP Contract, occurring on or prior to the Closing Date;

          (m) Liabilities arising out of or relating to any infringement or violation of the Intellectual Property or Trademarks of any Person by NXP or any of its Subsidiaries, or relating to events, occurrences, conditions or acts that constitute an infringement or violation of the Intellectual Property or Trademarks of any Person by NXP or any of its Subsidiaries, occurring on or prior to the Closing Date;

          (n) Liabilities arising out of or relating to claims of third parties for Damages or injury suffered as the result of defective products sold on or prior to the Closing Date (including claims related to any express or implied warranty made or imposed by operation of Applicable Law), as Related to the Business or Related to the Acquired Assets;

          (o) Liabilities arising out of or relating to any private or governmental action, suit, arbitration, mediation, proceeding, claim or investigation Related to the Business or Related to the Acquired Assets, or relating to events, occurrences, conditions or acts that result in any private or governmental action, suit, arbitration, mediation, proceeding, claim or investigation Relating to the Business or Related to the Acquired Assets, occurring on or prior to the Closing Date;

          (p) Liabilities arising out of or relating to the violation of any Applicable Law by NXP or any of its Subsidiaries prior to the Closing Date, including without limitation, any violation of (A) any Environmental and Safety Laws, (B) any Anti-Bribery Laws, (C) any Applicable Laws referred to in Section 4.14 , or (D) Environmental and Safety Laws;

          (q) All Liabilities in respect of acquisitions, of businesses or assets that form a part of the Business, including Liabilities in respect of retention bonus payments, earn-out or other contingent payment obligations;

          (r) TUPE Related Labor Claims;

          (s) All Liabilities and all costs incurred by the Transferred Newcos or the Companies (or any of their Subsidiaries) related to NXP and/or its Affiliates failure to comply with Applicable Law and/or obligations in connection with consultation of works councils and/or any employee representative bodies as laid down in the WCA, the EWC agreement dated March 7, 2007, and/or to comply with its/their obligations in the United Kingdom in connection with the Charter for Site Council dated April 2009 or the UK Employees Representatives Committee Terms of Reference and/or any obligations made under those documents and/or or the German Works Constitution Act ( Betriebsverfassungsgesetz ), including any Liabilities and costs incurred by the Transferred Newcos or the Companies (or any of their Subsidiaries) according to sec. 113 German Works Constitution Act;

          (t) Liabilities to any broker, finder or financial advisor engaged by NXP or any of its Affiliates with respect to the Transaction;

          (u) Liabilities in respect of Taxes arising out of or related to the Pre-Closing Restructuring or the operation of the Business or the Acquired Assets on or before the Closing Date;

          (v) Liabilities arising out of or related to any violation or breach by NXP of the Netherlands Tax Ruling, whether such breach or violation occurs prior to, on or after the Closing;

          (w) Liabilities under any of the EDA Contracts that cannot be or are not assigned to Trident under this Agreement; and

          (x) Liabilities under Unidentified Contracts, to the extent not assumed under Section 1.6(a).

     1.8 Affiliate Acquisitions .

          (a) Notwithstanding anything to the contrary contained in this Agreement and subject to Section 1.8(b) :

                    (i) Trident and any Subsidiary of Trident designated in this Agreement as a purchasing Party may assign its rights under this Agreement to acquire any or all of the Securities and any or all of the Direct Transfer Assets to one or more of Trident’s direct or indirect wholly-owned Subsidiaries, so long as such election would not (i) render a representation or warranty of Trident or any Subsidiary of Trident hereunder untrue in any material respect or (ii) otherwise jeopardize or materially delay the completion of the Transaction; provided, however , that any greater cost or obligation than NXP would otherwise have had (including any additional Taxes payable at any time by virtue of any change in

transaction structure or allocation of value among acquired companies) as a result of the change in the purchasing Party shall be borne by Trident; and

                    (ii) NXP and any Subsidiary of NXP designated in this Agreement as a selling Party under this Agreement may assign its rights and obligations under this Agreement to sell any or all of the Securities and any or all of the Direct Transfer Assets, and its rights to receive any or all of the Exchange Consideration, to one or more of NXP’s direct or indirect wholly-owned Subsidiaries, so long as such election would not (i) render a representation or warranty of NXP or any Subsidiary of NXP hereunder untrue in any material respect or (ii) otherwise jeopardize or materially delay the completion of the Transaction; provided, however , that any greater cost or obligation than Trident would otherwise have had (including any additional Taxes payable at any time by virtue of any change in transaction structure or allocation of value among acquired companies) as a result of the change in the selling Party or recipient of the Exchange Consideration shall be borne by NXP.

          (b) No assignment of rights or obligations by Trident, a Subsidiary of Trident, NXP, or a Subsidiary of NXP (each, as an assignor) under Section 1.8(a) shall relieve such assignor of any of such assignor’s obligations to the other Party and such Party’s Affiliates hereunder, and all representations and warranties made herein with respect to such assignor shall be deemed also to be representations and warranties made with respect to such assignor’s respective assignee.

          (c) The Exchange Consideration shall be allocated among those Securities (but disregarding any increase in fair market value to such Securities as a result of the value of the NXP-Dutch Newco (China) Promissory Note and if applicable, the value of the Inventory Note), Acquired Intercompany Debt and Direct Transfer Assets to be conveyed to Trident and those Securities, Acquired Intercompany Debt and Direct Transfer Assets to be conveyed to the respective Subsidiaries of Trident as set forth in Section 8.6 but in no event shall the amount of the Exchange Consideration or the obligation to pay Taxes or Transfer Taxes or the allocation of risk and responsibility between NXP and Trident be modified to the detriment of NXP and/or Trident and their Affiliates as a result of the delivery of separate bills of sale, assignments and other closing documents.

          1.9 Cash and Inventory . One (1) Business Day prior to the Closing, NXP will (a) make a transfer in cash to Dutch Newco in the amount of $15 million, subject to adjustment pursuant to Section 1.14 , and (b) make commercially reasonable efforts to ensure that, on the Closing Date, either (i) Dutch Newco (or a Subsidiary), in the event the method in Section 2.1(c)(i) is used, or (ii) Trident Cayman (or a Subsidiary of Trident Cayman), in the event the method in Section 2.1(c)(ii) is used, holds Transferred Inventory consisting of current, usable and/or saleable inventory in an amount not less than the total Standard Cost of Goods Sold for the Company Products for the calendar quarter ended December 31, 2009, divided by two (the “ Target Inventory Amount ”).

          1.10 Transfer of Certain Assets.

          (a) Subject to Section 1.10(b) , immediately prior to the Closing, NXP and Dutch Newco will enter into the IP Transfer and License Agreement in the form attached hereto

as Exhibit A (the “ IP Transfer and License Agreement ”), which provides for the assignment and license of certain Intellectual Property and Trademarks to Dutch Newco, in addition, pursuant to Section 1.1 , Dutch Newco will enter into one or more Pre-Closing Carve-Out Agreements for the transfer to Dutch Newco of certain Acquired Assets, including, but not limited to, customer contracts, purchase orders related to sale of inventory and those Acquired Assets set forth in Sections 1.4(p) . Immediately prior to Closing, the IP Transfer and License Agreement and certain Acquired Assets, including, but not limited to, customer contracts, purchase orders related to sale of inventory and those Acquired Assets set forth in Sections 1.4(p) shall be assigned and/or transferred from NXP to Dutch Newco at the fair market values of such assets as set forth in Exhibit S (to be adjusted as necessary pursuant to Section 8.6(b) ) in exchange for a promissory note, on terms and conditions approved by Trident. Such note shall be acquired by Trident Cayman at Closing as part of the Acquired Intercompany Debt. If so requested by Trident, NXP shall cause an election to be filed pursuant to IRS Treasury Regulation Section 301.7701-3(c)(1)(i) on IRS Form 8832, Entity Classification Election, for Dutch Newco to be treated as disregarded as an entity separate from its owner effective on the date that is one (1) day before Closing. Notwithstanding anything in this Agreement to the contrary, but except as provided in Sections 9.3(c)(ii) and 9.3(f) (i) all assignments and licenses of Intellectual Property or Trademarks owned by NXP or any of its Subsidiaries or licensed by NXP or any of its Subsidiaries from third parties are governed by the IP Transfer and License Agreement; (ii) none of the terms Acquired Assets or Excluded Assets include any Intellectual Property or Trademarks; and (iii) the representations and warranties made by NXP in Section 4.21 constitute the only representations and warranties made by NXP with respect to Intellectual Property or Trademark matters in connection with the Transaction.

          (b) In the event (i) NXP is unable to obtain, prior to Closing, a legally binding ruling from the competent Netherlands’ Tax Authority (in Dutch: Vaststellingsovereenkomst ) (the “ Netherlands Tax Ruling ”) entered into by NXP for and on behalf of the Dutch Newco and the competent Netherlands’ Tax Authority, which provides that a disposition of any assets held by Dutch Newco at Closing which are subsequently transferred to Trident Cayman or any Affiliate of Trident Cayman within thirty (30) days after the Closing will not result in any income tax under the laws of the Netherlands or (ii) the critical assumptions (in Dutch: kritische veronderstellingen ) and respective terms and conditions of the Netherlands Tax Ruling are not acceptable to Trident, or that NXP can not demonstrate to the reasonable satisfaction of Trident that all critical assumptions and terms and conditions contained in the Netherlands Tax Ruling are or can be satisfied on or after Closing, then, in either such event and notwithstanding anything to the contrary in the first sentence of Section 1.10(a) , NXP will form USIP LLC and (A) the IP Transfer and License Agreement shall be entered into between NXP and USIP LLC (and not Dutch Newco), and will provide for the assignment and license of certain Intellectual Property and Trademarks to USIP LLC (and not Dutch Newco); and (B) the certain Acquired Assets that would have otherwise have been transferred to Dutch Newco pursuant to Section 1.10(a) shall instead be transferred to USIP LLC pursuant to one or more Pre-Closing Carve-Out Agreements, including, but not limited to, customer contracts, purchase orders related to sale of inventory and those Acquired Assets set forth in Sections 1.4(p) .

          1.11 Transfer of Employees .

          (a) NXP shall, in consultation with Trident and subject to Trident’s prior written approval (not to be unreasonably withheld or delayed), take such actions as are reasonably necessary or advisable to cause those Employees of the Business whose employment will continue after the Closing Date to become employed by one of the Companies or a Subsidiary thereof not later than the Closing Date, effective as of the Closing pursuant to (and in a manner consistent with) the provisions of Schedule 1.11(a)-1 (the “ Continuing Employees ”). The Parties are aware that Continuing Employees could refuse to be transferred to the Companies or any of their Subsidiaries; provided, however , that NXP shall use its reasonable best efforts to ensure that all Continuing Employees do not object to the transfer of employment to the Companies or any of their Subsidiaries. NXP shall ensure that the collective bargaining agreements applicable to the Continuing Employees listed on Schedule 1.11(a)-2 are acknowledged by the applicable Company or Company’s Subsidiary.

          (b) Notwithstanding anything to the contrary in this Agreement, should any employee of NXP or its Affiliates, other than a Continuing Employee, pass to Trident, any Subsidiary of Trident, any of the Transferred Newcos, the Companies or any of their Subsidiaries, as the case may be, or should any other individual assert claims against Trident, any Subsidiary of Trident, any of the Transferred Newcos, the Companies or any of their Subsidiaries based upon the allegation that his or her employment relationship passed to the Trident, any Subsidiary of Trident, any of the Transferred Newcos, the Companies or any of their Subsidiaries, as the case may be (“ TUPE Related Labor Claims ”), such TUPE Related Labor Claims shall be the responsibility of NXP and, notwithstanding anything to the contrary in this Agreement, NXP shall indemnify and hold harmless Indemnified Trident Persons, for all Damages arising out of or related to such TUPE Related Labor Claims.

          1.12 Further Assurances . In case at any time after the Closing Date, any further action by a Party is reasonably necessary to carry out the purposes of this Agreement or the Ancillary Agreements, such Party shall execute and deliver such documents and other papers and take such further actions as may be reasonably required to carry into effect the intents and purposes of this Agreement. From and after the Closing Date, NXP shall, and shall cause its Affiliates (other than the Companies or any of their Subsidiaries) to convey, transfer, and assign to the applicable Company or Subsidiary thereof, free and clear of all Encumbrances, other than Permitted Encumbrances, all rights, title and interest in any tangible or intangible rights, properties or assets then held by NXP or any such Affiliates, the conveyance, transfer or assignment of which was or is required by the covenants of NXP contained in this Agreement.

          (b) If after the Agreement Date, Trident identifies any Contract not transferred pursuant to Section 1.4(b) that is Related to the Business and that Trident reasonably believes is of material benefit to the operation of the Business, NXP shall, after written request by Trident, use commercially reasonable efforts (subject to Section 1.13 ) to extend the benefit of such Contract to the Transferred Newcos or Trident, including by potentially partitioning such Contract, acting as an agent for the Transferred Newcos or Trident under such Contract or assisting the Transferred Newcos or Trident in negotiating and entering into a replacement for such Contract on commercial terms. Each Party shall bear its own costs and expenses in pursuing any arrangement contemplated by this Section 1.12(b) .

          (c) Any such action required to be taken under this Section 1.12 following the date that is twelve (12) months after the Closing shall be required to be taken by a Party only at the written request of the other party which other party shall be responsible for all costs and expenses associated therewith. No such action shall be required to be taken by a Party more than 36 months following the Closing.

          1.13 Nonassignability of Assets . Notwithstanding anything to the contrary contained in this Agreement or in any of the Pre-Closing Carve-Out Agreements, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery to a Company or to Trident of any asset that would be an Acquired Asset or Transferred IP, or any claim or right or any benefit arising thereunder or resulting therefrom, is prohibited by any Applicable Law or would require any Governmental Authorizations or third party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such asset unless such failure causes a failure of any of the conditions to Closing set forth in Article 9 , in which event the Closing shall proceed only if the failed condition is waived by the Party or Parties entitled to the benefit thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then during the period not to exceed twelve (12) months following the Closing, NXP shall use commercially reasonable efforts, with the cooperation of Trident, to promptly obtain such authorizations, approvals, consents or waivers; provided, however , that none of NXP or Trident or any of their respective Affiliates shall be required to pay any consideration to obtain any contractual consent or waiver, other than (a) any de minimis fees, expenses or other consideration or (b) any such fees, expenses or other consideration required to be paid pursuant to the express provisions of the Contract requiring such consent, which consideration, fees or expenses shall be paid by NXP, nor shall any such Party be required to pay any amounts in respect of any Governmental Authorization other than filing, recordation or similar fees which shall be shared equally by NXP and Trident. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to the relevant Company or Trident the benefits of use of such asset. Once authorization, approval, consent or waiver for the sale, assignment, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, subleased, transferred, conveyed or delivered at the Closing is obtained, NXP shall or shall cause the relevant Affiliates to, assign, transfer, convey and deliver such asset to the relevant Company or Trident at no additional cost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to one of the Companies (or a Subsidiary thereof) or Trident or one of its subsidiaries following the Closing, then Trident (or a Subsidiary thereof) and NXP (or any Affiliate thereof holding such asset) shall enter into such lawful arrangements (including subleasing, sublicensing or subcontracting) as will provide to the Parties hereto the economic and operational equivalent, to the extent permitted and reasonably practicable, of obtaining such authorization, approval, consent or waiver and the performance by one of the Companies (or a Subsidiary thereof) of the obligations thereunder. NXP and its Affiliates shall hold in trust for and pay to Trident promptly upon receipt thereof, all income, proceeds and other monies received by NXP or any of its Affiliates (net of any Taxes and any other costs imposed upon NXP or any of its Affiliates) that would have been received by Trident in the absence of the arrangements under this Section 1.13 .

          1.14 Adjustments, Prorations . In the event that the Closing Date does not occur on the last Business Day of a month, adjustments will be made to reflect certain rents, prepaid expenses, accrued but unpaid expenses and similar items which will be prorated as of the Closing Date after the portion of the month on and prior to the Closing Date (which will be for the account of NXP) and the portion of the month after the Closing Date (which will be for the account of Trident). The relevant adjustment shall be effected by deducting from (in the case of an adjustment to the credit of NXP) or adding to (in the case of an adjustment to the credit of Trident) the Post-Closing Statement.

ARTICLE 2
The Share Exchange And Share Purchase

          2.1 Exchange and Related Transactions .

          (a) At the Closing, upon the terms and subject to the conditions contained herein, (i) NXP will sell, convey, transfer, assign and deliver to Trident Cayman, and Trident Cayman will purchase and acquire from NXP, all of the issued and outstanding capital stock of the Transferred Newcos (other than US Newco) and all of the Acquired Intercompany Debt, (ii) NXP will sell, convey, transfer, assign and deliver to Trident China, and Trident will cause Trident China to purchase and acquire, the Direct Transfer Assets owned by NXP China free and clear of all Encumbrances, and Trident China will assume the Direct Assumed Liabilities related to NXP China, all as provided in the China Direct Asset Transfer Agreements, (iii) NXP will sell, convey, transfer, assign and deliver to Trident, and Trident will purchase and acquire, all of the issued and outstanding capital stock of the US Newco, (iv) NXP will issue and deliver to Dutch Newco the NXP-Dutch Newco (China) Promissory Note and, if applicable under Section 2.1(c)(ii) , the Inventory Note, and (v) if applicable under Section 2.1(c)(ii) , the Transferred Inventory shall be transferred to Trident Cayman or a Trident Subsidiary directly from the NXP entity or entities then owning such Transferred Inventory free and clear of all Encumbrances.

          (b) At the Closing, upon the terms and subject to the conditions contained herein, in consideration for the sales, transfers and payments provided for in Section 2.1(a) (i) Trident will issue, and Trident Cayman will sell, convey, transfer, assign and deliver to NXP, (A) the Trident Transferred Newco Shares (together with the shares issued and delivered pursuant to Section 2.1(b)(ii) below, the “ Trident Exchange Shares ”) of Trident Common Stock; and (B) four (4) Trident Series B Shares; and (ii) Trident will issue, sell, convey, transfer, assign and deliver to NXP the Trident US Newco Shares for the purchase of US Newco (collectively, the “ Exchange Consideration ”).

          (c) Any NXP entities owning Transferred Inventory shall sell, transfer or otherwise dispose of legal title, but not physical possession (“ Transfer ”), of such Transferred Inventory either (i) immediately prior to the Closing, to Dutch Newco or a Company, or (ii) at the Closing, to Trident Cayman or a Trident Subsidiary, in either case with the receiving entity or entities to be determined jointly by NXP and Trident, each acting reasonably. If Trident Cayman and NXP are unable to agree on one of the Transfer methods described in the preceding sentence, the Transfer shall occur at Closing, with NXP selecting the Transferring entity or entities and Trident Cayman selecting the receiving entity or

entities (which shall consist of one or more of Trident Cayman and a Subsidiary of Trident). If the method described in clause (i) is used, NXP shall receive, at the time of such Transfer, from Dutch Newco, Acquired Intercompany Debt in an amount equal to the fair market value of the Transferred Inventory as of the Closing; if the method described in clause (ii) is used, NXP shall contribute, at the Closing, to Dutch Newco, a promissory note (the “ Inventory Note ”) in an amount equal to the fair market value of the Transferred Inventory as of the Closing. For the purposes of this Section 2.1(c) , the fair market value of the Transferred Inventory at the Closing shall be the latest available book value of the Transferred Inventory at the Closing.

As of the close of business of the day that NXP stops selling products on behalf of Trident Cayman or a Trident Subsidiary, all work in progress inventory Related to the Business shall be sold to NXP at book value in exchange for a note (the “ WIP Note ”) with a principal amount equal to such value (bearing interest at a rate per annum 250 basis points in excess of the 3-month LIBOR rate as in effect from time to time), and all finished goods shall be physically transferred as directed by Trident Cayman. As of the close of business of the day that Trident stops using the NXP IT Clone System as defined in the schedule to the Transition Services Agreement relating to IT matters (the “ WIP Note Trigger Date ”), all work in progress Related to the Business shall be sold to Trident Cayman or a Trident Subsidiary at book value. On the WIP Note Trigger Date, Trident Cayman or a Trident Subsidiary shall pay for the work in progress with the WIP Note (or appropriate portion thereof). To the extent amounts remain due under the WIP Note or amounts remain due for the purchase of the work in progress, a compensating cash payment shall be made in by the party owing such amount to the other party within ten (10 Business Days after the WIP Note Trigger Date.

          (d) Immediately after Closing, the IP Transfer and License Agreement and certain Acquired Assets, including, but not limited to, customer contracts, purchase orders related to sale of inventory and those Acquired Assets set forth in Section 1.4(p) shall be assigned and/or transferred from Dutch Newco to Trident Cayman in accordance with the values of such assets as set forth in Exhibit S , and, at the Closing, the relevant Direct Transfer Assets shall be assigned and/or transferred from NXP China to Trident China in accordance with the value of such assets as set forth in Exhibit S .

          2.2 Cash and Inventory Adjustments .

          (a) Not later than three (3) Business Days prior to the Closing, NXP shall deliver to Trident a certificate in the form attached hereto as Exhibit B (the “ Inventory Estimate ”) prepared in accordance with the Accounting Principles, setting forth a good faith estimate of (i) the Target Inventory Amount, (ii) the Closing Inventory Value and (iii) the amount of cash to be contributed to the Companies on the Closing Date pursuant to Section 1.14 , together with a detailed calculation showing the determination of the amount of each category in dollars. The Inventory Estimate shall include a calculation, in reasonable detail, of the Standard Cost of Goods Sold used in establishing the Target Inventory Amount and the Closing Inventory Value.

          (b) Within forty five (45) days following the Closing, Trident shall deliver to NXP a statement in the form attached hereto as Exhibit C (the “ Post-Closing

Statement ”), setting forth Trident’s calculation of (i) the Target Inventory Amount, (ii) the Closing Inventory Value (iii) the cash actually contributed to the Companies on the Closing Date pursuant to Section 1.14 , and (iv) the cash required to be contributed to the Companies on the Closing Date pursuant to Section 1.14 , together with a detailed calculation showing the determination of the amount of each category in dollars. The Post-Closing Statement shall include a calculation, in reasonable detail, of the Standard Cost of Goods Sold used in establishing the Target Inventory Amount and the Closing Inventory Value.

          (c) If the Closing Inventory Value as shown on the Post-Closing Statement, or, if applicable, as determined pursuant to Sections 2.2(d)-(f) below (as finally determined, the “ Final Closing Date Inventory Value ”) is less than the Target Inventory Amount, NXP shall promptly pay to Trident an amount equal to such shortfall, and if the Final Closing Date Inventory Value exceeds the Target Inventory Amount, Trident shall promptly pay to NXP the amount of such excess. If it is determined on the basis of the Post-Closing Statement (or, if applicable, pursuant to Sections 2.2(d)-(f) below) that the amount of cash contributed to the Companies on the Closing Date pursuant to Section 1.14 is less than the amount required to be so contributed, then NXP shall promptly pay to Trident an amount equal to such shortfall. If it is determined on the basis of the Post-Closing Statement (or, if applicable, pursuant to Sections 2.2(d)-(f) below) that the amount of cash actually contributed to the Companies on the Closing Date pursuant to Section 1.14 is greater than the amount required to be so contributed, then Trident shall promptly pay to NXP an amount equal to such excess. Payments due hereunder shall be made as soon as practicable, in immediately available funds, and in any event, within three (3) Business Days of the final determination of any required payment.

          (d) Each of Trident and NXP shall provide the other with reasonable access to their respective records and employees, and the records and employees of their respective Subsidiaries, and each Party shall, and shall cause the employees of their respective Subsidiaries to, (i) cooperate in all reasonable respects with the other Party in connection with the preparation and review of the Post-Closing Statement and all elements thereof and (ii) provide the other Party with access to accounting records, supporting schedules and relevant information relating to the calculations supporting the Post-Closing Statement as such Party may reasonably request. NXP may object to the Post-Closing Statement or any element thereof by providing written notice of such objection to Trident within ten (10) Business Days after Trident’s delivery of the Post-Closing Statement (the “ Notice of Objection ”).

          (e) If NXP timely provides a Notice of Objection, then the Parties shall confer in good faith for a period of up to ten (10) Business Days following delivery of the Notice of Objection, in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding.

          (f) If, after such ten (10) Business Day period, NXP and Trident cannot resolve all such disagreements, then either Party may commence a resolution process by written notice to the other Party. In that case, the Parties shall engage Ernst & Young LLP, or if such firm is not able or willing to so act, another international accounting firm of recognized standing reasonably acceptable to both NXP and Trident (in any such case, the

“ Reviewing Accountant ”) to review any remaining disagreements with respect to the Post Closing Statement. The Reviewing Accountant shall be charged with resolving any such disagreements as promptly as practicable, but in any event within thirty (30) days after the date on which such dispute is referred to the Reviewing Accountant, and the Reviewing Accountant will determine whether and to what extent the Post Closing Statement requires adjustment. The Reviewing Accountant shall (i) act in its capacity as an expert and not as an arbitrator, (ii) consider only those matters as to which there is a dispute between the Parties, and (iii) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that Trident and NXP submit any dispute to a Reviewing Accountant, each such Party may submit one “position paper” and one “rebuttal” to the other party’s position paper to the Reviewing Accountant setting forth the position of such Party with respect to such dispute, to be considered by such Reviewing Accountant as it deems fit. Any determination of the Reviewing Accountant shall be final and binding on the Parties.

          (g) All costs and expenses incurred by the Reviewing Accountant shall be allocated between Trident and NXP based upon the percentage of the contested amount submitted to the Reviewing Accountant that is ultimately awarded to Trident on the one hand or NXP on the other hand such that Trident bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to NXP and NXP bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Trident.

          2.3 Share Purchase . Immediately following the Closing, upon the terms and subject to the conditions contained herein, Trident will issue and sell to NXP, and NXP will purchase from Trident, 6,666,667 newly issued shares of Trident Common Stock (the “ Trident Cash Purchase Shares ”) at a price of $4.50 per share, for a total cash payment of $30,000,001.50. Payment of the purchase price for the Trident Cash Purchase Shares shall be made by wire transfer of immediately available funds to an account designated by Trident no later than three (3) Business Days prior to the Closing.

ARTICLE 3
The Closing

          3.1 The Closing . Subject to the terms and conditions of this Agreement, the closing of the Transaction shall take place at the offices of Sullivan & Cromwell, LLP, 1870 Embarcadero Road, Palo Alto, CA 94303 (the “ Closing ”) at 10:00 a.m., local time, on the date that is three (3) Business Days following the satisfaction of all the conditions to each Party’s obligations hereunder or such other time and place as the Parties may mutually agree, provided that the Closing shall not occur prior to the first Business day of January 2010. Notwithstanding the foregoing, either Party may, at its option, if the Closing would otherwise occur within five (5) days before the last Business Day of a calendar month, defer the Closing to the final Business Day of such month; and the Parties will make all closing deliveries contemplated in this Section 3.1 into escrow and will each deliver to the other a certificate signed by a duly authorized executive officer of such Party confirming on behalf of each such Party and its Affiliates that all conditions precedent to the obligations to consummate the transactions contemplated by this Agreement have been satisfied or waived and that the Parties will have irrevocably committed to

completing the transaction on the final Business Day of such calendar month. The date on which the Closing takes place shall be referred to herein as the “ Closing Date .”

          (a) Closing deliveries of Trident . At the Closing, Trident shall deliver or cause to be delivered to NXP the following:

                    (i) Certificates representing the Trident Exchange Shares;

                    (ii) Duly executed copies of the third party consents or approvals listed on Schedule 6.2(c) hereto (the “ Trident Consents ”) that are obtained prior to the Closing;

                    (iii) A duly executed copy of the IP Transfer and License Agreement, together with duly executed copies of all documents, instruments and agreements required to be delivered at Closing under the IP Transfer and License Agreement;

                    (iv) A duly executed counterpart original of a transition services agreement in form and substance reasonably acceptable to Trident and NXP and reflecting (and in all respects consistent with) the terms set forth in Exhibit D (the “ Transition Services Agreement ”);

                    (v) A duly executed counterpart original of a manufacturing services agreement in form and substance reasonably acceptable to Trident and NXP and reflecting (and in all respects consistent with) the terms set forth in Exhibit E (the “ Manufacturing Services Agreement ”);

                    (vi) A duly executed counterpart original of a research and development services agreement in form and substance reasonably acceptable to Trident and NXP and reflecting (and in all respects consistent with) the terms set forth in Exhibit F (the “ R&D Services Agreement ”);

                    (vii) Duly executed counterpart originals of sublease agreements (the “ Sublease Agreements ”) and lease agreements (the “ Lease Agreements ”) in form and substance reasonably acceptable to Trident and NXP and reflecting (and in all respects consistent with) the terms set forth in Exhibits G and H , respectively;

                    (viii) A duly executed counterpart original of a stockholders agreement between Trident and NXP, in the form attached hereto as Exhibit I (the “ Stockholders Agreement ”);

                    (ix) A duly executed counterpart original of an agreement with BL-Car in form and substance reasonably acceptable to Trident and NXP and reflecting (and in all respects consistent with) the terms set forth in Exhibit J (the “ BL-Car Agreement ”);

                    (x) A duly executed counterpart original of a cooperation agreement with Silicon Tuners in form and substance reasonably acceptable to Trident and NXP and reflecting (and in all respects consistent with) the terms set forth in Exhibit K (the “ Silicon Tuners Cooperation Agreement ”);

                    (xi) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit L-1 , dated as of the Closing Date and executed by Trident, and (B) a FIRPTA notification letter, in substantially the form attached hereto as Exhibit L-2 , dated as of the Closing Date and executed by Trident;

                    (xii) A duly executed certificate of an authorized officer of Trident as to the conditions specified in Sections 9.2(a) and 9.2(b) ;

                    (xiii) A duly executed certificate of an authorized officer of Trident certifying (1) resolutions of Trident’s Board of Directors approving this Agreement, the Ancillary Agreements and the Transaction, (2) resolutions of Trident’s Stockholders approving the Charter Amendment, the issuance of Trident Common Stock to NXP as contemplated by this Agreement, (3) the adoption of the New Trident Equity Plan by Trident’s Stockholders and (4) Trident’s Charter Documents;

                    (xiv) A duly executed certificate of an authorized officer of Trident Cayman certifying (1) resolutions of Trident Cayman’s Board of Directors approving this Agreement, the Ancillary Agreements and the Transaction and (2) Trident Cayman’s Charter Documents;

                    (xv) An opinion from DLA Piper LLP (US), counsel to Trident and Trident Cayman, dated as of the Closing, with the form of opinions as set forth on Exhibit T ; and

                    (xvi) Such other customary certificates, agreements or instruments as NXP may reasonably request.

          (b) Closing deliveries of NXP . At the Closing, NXP shall deliver to Trident and/or the Subsidiaries designated by Trident the following:

                    (i) Duly endorsed certificates representing the Securities together with duly endorsed certificates and/or duly authorized and executed instruments of transfer, with respect to the Direct Transfer Assets;

                    (ii) Duly executed copies of the third party consents or approvals listed on Schedule 4.1(d) or 5.2(c) hereof (the “ NXP Consents ”) that are obtained prior to the Closing;

                    (iii) A duly executed copy of the IP Transfer and License Agreement, together with duly executed copies of all documents, instruments and agreements required to be delivered at Closing under the IP Transfer and License Agreement;

                    (iv) The duly executed counterpart originals of the Acquired Intercompany Debt, including the originals of any instruments evidencing such Acquired Intercompany Debt;

                    (v) A duly executed counterpart original of the Transition Services Agreement;

                    (vi) A duly executed counterpart original of the Manufacturing Services Agreement;

                    (vii) A duly executed counterpart original of the R&D Services Agreement;

                    (viii) Duly executed counterpart originals of the Lease Agreements and the Sublease Agreements;

                    (ix) A duly executed counterpart original of the Stockholders Agreement;

                    (x) A duly executed counterpart original of the BL-Car Agreement;

                    (xi) A duly executed counterpart original of the Silicon Tuners Cooperation Agreement;

                    (xii) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit M-1 , dated as of the Closing Date and executed by NXP, together with written authorization for Trident to deliver such notice form to the Internal Revenue Service on behalf of NXP after the Closing, and (B) a FIRPTA notification letter, in substantially the form attached hereto as Exhibit M-2 , dated as of the Closing Date and executed by NXP;

                    (xiii) Written resignations of each of the persons holding the positions of a director or officer of the Companies and their Subsidiaries in office immediately prior to the Closing, in each case effective as of the Closing, including the release of any signature authority held by such directors and officers with respect to the Companies’ and their Subsidiaries’ bank accounts;

                    (xiv) At least three (3) Business Days prior to the Closing, the Inventory Estimate;

                    (xv) A duly executed certificate of an authorized officer of NXP as to the conditions specified in Sections 9.3(a) and 9.3(b) ;

                    (xvi) A duly executed certificate of an authorized officer of NXP certifying (1) resolutions of NXP’s supervisory board approving this Agreement and the Transaction; and (2) the Charter Documents of each Company and each of their Subsidiaries; and

                    (xvii) Fully executed counterparts of all of the Pre-Closing Carve-Out Agreements, together with evidence reasonably satisfactory to Trident that all asset transfers

and other actions contemplated by the Pre-Closing Carve-Out Agreements have been completed as previously approved by Trident;

                    (xviii) Fully executed counterparts of all the China Direct Asset Transfer Agreements;

                    (xix) Evidence reasonably satisfactory to Trident that Dutch Newco holds the cash and inventory required by Section 1.9 ; and

                    (xx) Such other customary certificates, agreements or instruments as Trident may reasonably request.

          3.2 Post-Closing Deliveries of Trident . Immediately following the Closing, Trident shall deliver or cause to be delivered to NXP certificates representing the Trident Cash Purchase Shares, against payment therefor as provided in Section 2.3 .

          3.3 Adjustments . Notwithstanding anything in this Agreement to the contrary, if (a) between the Agreement Date and the Closing, the issued and outstanding shares of Trident Common Stock or securities convertible or exchangeable into or exercisable for shares of Trident Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or (b) at the Closing, Trident’s representations and warranties in Section 6.7(a) are not true in any non-de minimis respect or Trident has breached the covenant set forth in Section 7.5(b)(vi) in any non-de minimis respect, then the number of Trident Exchange Shares and Trident Cash Purchase Shares shall be equitably adjusted and as so adjusted shall, from and after the date of such event, be the Trident Exchange Shares and Trident Cash Purchase Shares; provided, that, nothing in this Section 3.2 shall operate as or be construed to be a waiver of any condition to NXP’s obligations under this Agreement or any of NXP’s other rights or remedies hereunder.

ARTICLE 4
Representations and Warranties of NXP Concerning the Business

Except as set forth in the attached disclosure schedules of NXP (the “ NXP Disclosure Schedule ”), NXP represents and warrants to Trident and Trident Cayman as follows:

          4.1 Organization and Authority .

          (a) Organization; Good Standing . Each of the Transferred Newcos, the Companies and each of their respective Subsidiaries is an Entity duly organized, validly existing and in good standing in jurisdictions that recognize the concept, under the laws of its jurisdiction of formation. Each of the Transferred Newcos, the Companies and each of their respective Subsidiaries has the requisite corporate power and authority to own, operate and lease its properties and to carry on its respective business as currently conducted. Each of the Transferred Newcos, the Companies and each of their respective Subsidiaries is duly qualified or licensed to do business, and is in good standing, in jurisdictions that recognize the concept, as a foreign Entity in each jurisdiction where the character of the properties

owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have more than an immaterial adverse effect on the Business taken as a whole. None of the Transferred Newcos, the Companies or any of their respective Subsidiaries is in violation of any of its Charter Documents.

          (b) Power and Authority . Each of the Transferred Newcos, the Companies and each of their respective Subsidiaries has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under each of the Ancillary Agreements to which it is or will be a party and to consummate the Transaction. The Transaction and the execution, delivery and performance by the Transferred Newcos, the Companies and each of their respective Subsidiaries of the Ancillary Agreements to which they are or will be party and all other agreements, transactions and actions contemplated thereby, have been duly and validly approved and authorized by all necessary corporate action on the part of the Transferred Newcos, any Company and any applicable Subsidiary, and no other corporate action on the part of NXP, the Transferred Newcos, the Companies or any Subsidiary is required in connection therewith.

          (c) Enforceability . Each of the Ancillary Agreements to which any of the Transferred Newcos, the Companies or any of their Subsidiaries is a party are, or when executed by the parties thereto, will be, valid and binding obligations of the Transferred Newcos, such Company or Subsidiary, as applicable, enforceable against it in accordance with their respective terms, subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

          (d) No Consents; Conflicts . No consent, approval, order, authorization, release or waiver of, or registration, declaration or filing with, any Governmental Authority, is necessary or required to be made or obtained by the Transferred Newcos, the Companies or any of their Subsidiaries to enable them to lawfully execute and deliver, enter into, and perform under each of the Ancillary Agreements to which any of them are party or to consummate the Transaction, (assuming, for the purpose of this Section 4.1 , that following the Closing the Transferred Newcos, the Companies and their respective Subsidiaries will not be Subsidiaries of NXP), except (i) such filings and notifications as may be required to be made in connection with the Transaction under the HSR Act and other applicable Antitrust Laws set forth on Schedule 4.1(d)(i) of the NXP Disclosure Schedule ( provided, however , that Schedule 4.1(d)(i) may be updated by NXP, with the consent of Trident (which consent shall not be unreasonably withheld or delayed) at any time prior to October 31, 2009 to reflect further analysis of applicable Antitrust Laws and any required filings and notifications) and the expiration or early termination of applicable waiting periods under the HSR Act and such Antitrust Laws (the “ Antitrust Approvals ”), (ii) as otherwise set forth on Schedule 4.1(d)(i) of the NXP Disclosure Schedule or (iii) those consents, approvals, orders, authorizations, releases, waivers, registrations, declarations or filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to be material to any Transferred Newco’s, the Companies’ and their Subsidiaries’ ability to

consummate the Transaction or to perform their obligations under the Ancillary Agreements to which they are or will be a party or to have an adverse effect on the Business that is not immaterial. Neither the execution and delivery by the Transferred Newcos, the Companies or any of their Subsidiaries of any of the Ancillary Agreements, nor the consummation of the Transaction or any other transaction contemplated thereby (assuming, for the purpose of this Section 4.1 , that following the Closing the Transferred Newcos, the Companies and their respective Subsidiaries will not be Subsidiaries of NXP), conflicts with or violates or results in any violation of or default under (with or without notice or lapse of time, or both) or gives rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under: (a) any provision of the Charter Documents of any Transferred Newco, any of the Companies or their Subsidiaries, each as currently in effect; (b) assuming the receipt of all consents, approvals, orders, authorizations, releases and waivers and the making of all registrations, declarations and filings set forth on Schedule 4.1(d)(i) of the NXP Disclosure Schedule, any Applicable Law; or (c) any Business Material Contract, in each case except as set forth on Schedule 4.1(d)(ii) of the NXP Disclosure Schedule and in the case of clause (b) or (c), other than such conflicts, violations, defaults, terminations, cancellations, modifications, accelerations or losses that, individually or in the aggregate, would not reasonably be expected to be material to, or to delay, any Transferred Newco’s, the Companies’ and their Subsidiaries’ ability to consummate the Transaction or to perform their obligations under the Ancillary Agreements to which they are or will be a party or to have an adverse effect on the Business that is not immaterial.

          4.2 Capital Structure . All of the Securities have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered in compliance with all Applicable Laws. Other than the Securities, there are no other equity or ownership interests in any Transferred Newco, stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any of the Securities or any securities or debt convertible into or exchangeable for any of the Securities or obligating any Transferred Newco to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or agreement. There is no Liability for dividends accrued and unpaid by a Transferred Newco, any of the Companies or any of their Subsidiaries.

          4.3 Subsidiaries . Schedule 4.3 of the NXP Disclosure Schedule sets forth a list of the direct and indirect Subsidiaries of each Transferred Newco and each Company, including the issued and outstanding shares of capital stock or other equity interests for each such Subsidiary (the “ NXP Subsidiary Equity ”) and the holders of such issued and outstanding shares of capital stock or other equity interests. The NXP Subsidiary Equity is owned, of record and beneficially, by Dutch Newco or the applicable Company as shown on such Schedule 4.3 , free and clear of all Encumbrances other than Permitted Encumbrances. Other than the NXP Subsidiary Equity, there are no other equity or ownership interests in a Transferred Newco’s or the Companies’ Subsidiaries, stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any of the NXP Subsidiary Equity or any securities or debt convertible into or exchangeable for any of the NXP Subsidiary Equity or obligating a

Transferred Newco or any Company to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or agreement. Except as set forth in Schedule 4.3 of the NXP Disclosure Schedule, none of the Transferred Newcos, the Companies or any of their Subsidiaries has any Subsidiary or any equity or ownership interest (or any interest convertible or exchangeable or exercisable for, any equity or ownership interest), whether direct or indirect, in any Person. None of the Transferred Newcos, the Companies or any of their Subsidiaries is obligated to make nor is it bound by any agreement or obligation to make any material investment or capital contribution in or to any other Person.

          4.4 Taxes .

          (a) The Transferred Newcos, the Companies and their Subsidiaries (and any consolidated, unitary, or aggregate group for Tax purposes of which the Transferred Newcos, the Companies or any of their Subsidiaries is or has been a member) have timely filed all Tax Returns that they were required to file and have timely paid all Taxes due and owing whether or not shown on any Tax Return. All Tax Returns were complete and accurate in all material respects and were prepared in substantial compliance with Applicable Law. The Transferred Newcos and the Companies have made available to Trident correct and complete copies of all Tax Returns and examination reports of, and any statements of deficiencies assessed against or agreed to by, the Transferred Newcos, the Companies or any of their Subsidiaries.

          (b) For all periods through and including the Closing Date, each of the Transferred Newcos, the Companies and their Subsidiaries (i) has complied in all material respects with all Applicable Law relating to the payment and withholding of Taxes (ii) within the time and in the manner prescribed by law, withheld from employee wages or consulting compensation and paid over to the proper Tax Authorities (or is properly holding for such timely payment) all amounts required to be so withheld and paid over under all Applicable Law (including income and employment Tax withholding laws); and (iii) has timely filed all withholding Tax Returns. The Latest Balance Sheet reflects all Liabilities for unpaid Taxes of the Companies for periods (or portions of periods) through the date of the Latest Balance Sheet. Neither the Transferred Newcos nor the Companies has any Liability for unpaid Taxes accruing after the date of the Latest Balance Sheet except for Taxes arising in the ordinary course of business subsequent to the date of the Latest Balance Sheet.

          (c) There is (i) no claim for Taxes being asserted against the Transferred Newcos, the Companies or any of their Subsidiaries that has resulted in a lien against the property of the Transferred Newcos, the Companies or any of their Subsidiaries other than liens for Taxes not yet due and payable or that are being contested in good faith and for which adequate reserves have been established under the Accounting Principles, (ii) to the Knowledge of NXP, no audit or pending audit of, or Tax controversy associated with, any Tax Return of the Transferred Newcos, the Companies or any of their Subsidiaries being conducted by any Tax Authority, (iii) no extension or waiver of any statute of limitations on the assessment of any Taxes granted by the Transferred Newcos, the Companies or any of their Subsidiaries currently in effect, and (iv) no agreement to any extension of time for filing any Tax Return which has not been filed. To the Knowledge of NXP, no claim has been made by a Tax Authority in a jurisdiction where the Transferred Newcos, the Companies or

any of their Subsidiaries does not file Tax Returns that the Transferred Newcos, the Companies or any of their Subsidiaries is or may be subject to an obligation to file Tax Returns and pay Tax in that jurisdiction.

          (d) As of the Closing, none of the Transferred Newcos, the Companies or any of their Subsidiaries will be a party to or bound by any Tax sharing, Tax indemnity, or Tax allocation agreement and none of the Transferred Newcos, the Companies or any of their Subsidiaries will have any liability or potential liability to another party under any such agreement. None of the Transferred Newcos, the Companies or any of their Subsidiaries has any liability for the Taxes of any Person (other than the Transferred Newcos, the Companies or any of their Subsidiaries) under Applicable Law, by Contract, as a transferee or successor or otherwise.

          (e) None of the Transferred Newcos, the Companies or any of their Subsidiaries will be required to include in income, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) closing agreement described in Applicable Law; (iii) intercompany transactions or any excess loss account described in Applicable Law; (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received on or prior to the Closing Date.

          (f) The Transferred Newcos and the Companies have provided to Trident documentation or summaries describing in reasonable detail any Tax holidays or incentives to which the Transferred Newcos, any of the Companies or any of their Subsidiaries benefits. Each of the Transferred Newcos, the Companies and their Subsidiaries is in compliance with the requirements for any applicable Tax holidays or incentives.

          (g) Neither the Transferred Newcos, the Companies nor any of their Subsidiaries is a U.S. real property holding company within the meaning of Section 897(c)(2) of the Code.

          4.5 SEC Reports and Financial Statements .

          (a) The statements regarding the Business and the Acquired Assets in NXP’s Annual Report on Form 20-F for the years ended December 31, 2007 and December 31, 2008 and any Reports on Form 6-K filed with the SEC subsequent to December 31, 2007 are true and correct in all respects material to NXP and its Subsidiaries taken as a whole.

          (b) On or prior to the Agreement Date, NXP has delivered to Trident (i) the unaudited consolidated balance sheet of the Business as of June 30, 2009 (the “ Latest Balance Sheet ”) and the related unaudited consolidated income statements for the six (6) month periods ended June 30, 2008 and June 30, 2009 (the “ Interim Business Financial Statements ”), and (ii) the audited consolidated balance sheets and income statements of the Business for the fiscal years ended December 31, 2007 and December 31, 2008, and any notes to the foregoing financial statements (the “ Annual Business Financial Statements ”, and together with the Interim Business Financial Statements both in the form delivered on or

prior to the Agreement Date and in the form delivered pursuant to Section 7.22(a) , the “ Business Financial Statements”) . The Business Financial Statements: (a) fairly present, in all material respects, the financial condition of the Business at the dates therein indicated and the consolidated results of operations and cash flows of the Business for the periods therein specified, subject in the case of the Interim Business Financial Statements to recurring adjustments and the absence of footnotes and similar presentation items therein; and (b) except as set forth in the notes to the Business Financial Statements, have been prepared in accordance with the Accounting Principles.

          (c) NXP maintains a system of internal accounting controls applicable to the Business sufficient to provide reasonable assurances, with respect to the Business, that (i) all transactions are executed in accordance with management’s general or specific authorization and (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with U.S. GAAP. NXP’s enterprise-wide system of internal accounting controls is sufficient as applicable to NXP and its Subsidiaries taken as a whole to provide reasonable assurances that (i) all transactions are executed in accordance with management’s general or specific authorizations, (ii) all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to properties and assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any material differences.

          4.6 Inventory . The Transferred Inventory is or will be, as applicable, good and useable or saleable in the ordinary course of business. The Transferred Inventory is or will be, as applicable, properly stored in compliance with Applicable Laws.

          4.7 Product Liability . (i) Neither NXP nor any of its Subsidiaries has agreed to provide a warranty with respect to the Company Products other than pursuant to NXP’s standard terms and conditions as in effect from time to time, the current form of which is included in Schedule 4.7 or pursuant to customers’ standard terms and conditions; (ii) as of the Agreement Date there are no pending or, to NXP’s Knowledge, threatened claims with respect to any such warranty, other than those that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Business taken as a whole; (iii) during the two (2) year period preceding the Agreement Date, there have been no statements, citations or decisions by any Governmental Authority declaring any of the Company Products defective or unsafe; and (iv) during the two (2) year period preceding the Agreement Date, there have been no recalls, including any recalls ordered by any Governmental Authority, with respect to any Company Product. As of the Agreement Date, there are no material pending, or, to NXP’s Knowledge, threatened, product liability claims against or involving the Business or any Company Product.

          4.8 Material Contracts . Schedule 4.8 of the NXP Disclosure Schedule sets forth a list of each of the following Contracts to which NXP or any of its Subsidiaries, including the Companies or any of their Subsidiaries, is a party and, unless otherwise specified, which Contracts are existing as of the Agreement Date (collectively with the Leases, the “ Business Material Contracts ”):

          (a) any Contract, other than any Contract for the sale and purchase of Company Products entered into in the ordinary course of business, providing for payments (whether fixed, contingent or otherwise) Related to the Business by or to it in an aggregate amount greater than $250,000 or more;

          (b) any Contract with any customer or supplier of the Business listed on Schedule 4.10(a) and Schedule 4.10(b) , respectively, of the NXP Disclosure Schedules, other than standard form purchase orders in the ordinary course of business;

          (c) any dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to act for any of the Companies in selling, sublicensing, leasing, distributing, marketing or taking orders for any Company Products;

          (d) any Contract with any labor union, works council or any collective bargaining agreement related to any Continuing Employees;

          (e) any Contract for the lease of real property Related to the Business;

          (f) any lease or other Contract Related to the Business under which NXP or any of its Subsidiaries is lessee of or holds or operates any items of tangible personal property providing for annual payments to the applicable third party in an amount greater than $250,000;

          (g) any Contract that (i) restricts any of the Companies or any Subsidiary thereof from engaging, participating or competing in any line of business, market or geographic area, (ii) restricts any of the Companies from freely setting prices for any Company Products (including most favored customer pricing provisions), (iii) commits NXP or any of its Subsidiaries to use any supplier or service provider for any minimum percentage or volume of the requirements of the Business, or supply to any customer any minimum percentage of the output of any product of the Business, (iv) restricts any of the Companies from soliciting potential employees, consultants, contractors or other suppliers or customers, other than any such employee non-solicit agreements contained in non-disclosure agreements or agreements with customers, vendors or potential business partners entered into in the ordinary course of business, or (v) that grants any exclusive rights or licenses, rights of refusal, rights of first negotiation or similar rights in respect of the Business to any party, in each case that would reasonably be expected to be material to, or materially restrict the operations of, the Business;

          (h) any Contract binding on any of the Companies providing for indemnification or warranties entered into outside of the ordinary course of business and that would reasonably be expected to be material to the Business;

          (i) any Contract entered into in connection with the sale of a business line of the Business that was, or could reasonably be expected to be, material to the Business;

          (j) any Contract that (i) was entered into during the two (2) year period preceding the Agreement Date or (ii) contains any material obligations that are binding upon

any Company or any Subsidiary thereof, in each case providing for (or entered into in connection with) the settlement of any material litigation or the release of any material claim or right by or against NXP or any of its Subsidiaries Related to the Business, or Related to the Acquired Assets;

          (k) any Contract pursuant to which NXP or any of its Subsidiaries has acquired a business or entity, or significant assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise, which business, entity or assets form a material part of the Business; or

          (l) any Contract for Indebtedness Related to the Business or Related to the Acquired Assets that would be binding upon the Transferred Newcos, any of the Companies or their Subsidiaries following the Closing.

Each of NXP and each of its Subsidiaries has performed all of the material obligations required to be performed by it and is entitled to all material benefits under each Business Material Contract. To the Knowledge of NXP, each Business Material Contract is in full force and effect. There exists no default or event of default or, to the Knowledge of NXP, event, occurrence, condition or act, with respect to NXP or any of its Subsidiaries or to the Knowledge of NXP, with respect to any other contracting party, which, with the giving of notice, the lapse of time or both, would reasonably be expected to (1) become a default or event of default under any Business Material Contract or (2) give any third party (i) the right to declare a default or exercise any remedy under any Business Material Contract, including the right to accelerate the maturity or performance of any obligation of any of the Companies or any of their Subsidiaries under any Business Material Contract, or the right to cancel, terminate or modify any Business Material Contract, other than those defaults, events of default, events, occurrences, conditions or acts that, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Business taken as a whole. As of the Agreement Date, none of NXP, the Transferred Newcos, the Companies or any of their Subsidiaries has received any written notice regarding any actual or possible material violation or breach of or material default under, or intention to cancel, any Business Material Contract.

          4.9 Absence of Certain Changes . From June 30, 2009 until the Agreement Date, the Business has operated in the ordinary course consistent with past practices, and since such date there has not been with respect to the Business, the Transferred Newcos, the Companies or any of their Subsidiaries any:

          (a) settlement of any claims, actions, arbitrations, disputes or other proceedings that, individually or in the aggregate, exceed $250,000;

          (b) entry into any new collective bargaining, labor union, works’ council or similar agreement or relationship, written or oral, related to the Business or termination or material modification of the terms of any such existing contract or agreement;

          (c) material increase in the base compensation or target bonuses of any persons that are Continuing Employees, other than as consistent with past custom and practice or as required by Applicable Law;

          (d) adoption, amendment or modification of any Assumed Company Benefit Arrangements;

          (e) disposals or commitments to dispose of capital equipment in excess of $250,000;

          (f) material changes in Accounting Principles applied by the Business, except as required by application of U.S. GAAP and other changes in applicable generally accepted accounting principles;

          (g) material Tax election;

          (h) any event, change, development or set of circumstances that has had or is reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Business taken as a whole; or

          (i) commitment to do any of the foregoing.

          4.10 Customers and Suppliers .

          (a) Significant Customers . Schedule 4.10(a) of the NXP Disclosure Schedule lists those Persons that, in the twelve (12) months ended June 30, 2009, accounted for the largest amount of, and in the aggregate accounted for at least eighty percent (80%) of, the revenues for the Business (each, a “ Significant Customer ”). As of the Agreement Date, none of NXP or any of its Subsidiaries has any outstanding material disputes concerning its products and/or services with any Significant Customer. As of the Agreement Date, none of NXP or any of its Subsidiaries has received any written, or to the Knowledge of NXP, oral notice from any Significant Customer that such customer intends to terminate, materially modify, or materially reduce its volume of purchases under, existing Contracts with the Business.

          (b) Significant Suppliers . Schedule 4.10(b) of the NXP Disclosure Schedule lists each Person that, in the twelve (12) months ended June 30, 2009, accounted for the largest amount of, and in the aggregate accounted for at least eighty percent (80%) of, the expenses accrued for suppliers of products and/or services to the Business for such period (each, a “ Significant Supplier ”). As of the Agreement Date, none of NXP or any of its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any Significant Supplier. As of the Agreement Date, none of NXP or any of its Subsidiaries has received any written, or to the Knowledge of NXP, oral notice from any Significant Supplier that such supplier intends to terminate or materially modify existing Contracts with the Business.

          4.11 Assets . The assets transferred to the Companies pursuant to the Pre-Closing Carve-Out Agreements, together with any assets, properties, rights or services that are transferred, leased, subleased or licensed pursuant to the Ancillary Agreements (excluding Intellectual Property and Trademarks), including the Acquired Assets, constitute the assets, properties, and rights owned by NXP and its Subsidiaries (excluding Intellectual Property and Trademarks) that are necessary to enable the Transferred Newcos, Companies and their

Subsidiaries to own, conduct and operate the Business as operated by NXP and its Subsidiaries, in each case immediately prior to the Closing without the need for Trident or Trident Cayman to acquire or license any other asset or property. As of the Closing Date, after giving effect to the Pre-Closing Restructuring, the Transferred Newcos and the Companies (and, to the extent applicable, each wholly-owned Subsidiary of the Companies) will have good and valid title to the Acquired Assets (excluding the Direct Transfer Assets owned by NXP China), free and clear of any Encumbrances, except permitted Encumbrances. NXP China has good and valid title to the Direct Transfer Assets to be sold, transferred and assigned by NXP China to Trident China, free and clear of any Encumbrances, except permitted Encumbrances. Schedule 4.11 of the NXP Disclosure Schedules constitutes a preliminary list of the Acquired Assets as described in Section 1.4(e) , together with the preliminary net book values of such Acquired Assets, organized by country where such Acquired Assets are located. Schedule 4.11 shall be updated prior to Closing, as necessary, such that as of the Closing, the updated Schedule 4.11 shall constitute a true and correct list of the Acquired Assets as described in Section 1.4(e) , together with the net book values of such Acquired Assets, organized by country where such Acquired Assets are located.

          4.12 Compliance with Laws . During the preceding two (2) years, the Business has been conducted, and currently is being conducted, in substantial compliance with Applicable Law, and neither NXP nor any of its Subsidiaries has received any written notification from any Governmental Authority or any employee of the Business of any claim of any past or present failure by NXP or any of its Subsidiaries to comply in all material respects with Applicable Law in connection with the operation of the Business. Neither NXP nor any of its Subsidiaries is in material violation or default of any order, judgment or decree, Related to the Business or by which the Companies, their Subsidiaries or the Acquired Assets are bound. To the Knowledge of NXP, NXP and its Subsidiaries have maintained, in all material respects, all records of the Business required to be maintained under Applicable Law. To the Knowledge of NXP, NXP and its Subsidiaries have in the conduct of the Business complied with all Applicable Laws regarding the protection of Customer Personal Data, including, without limitation, the requirements of EU Directive 95/46/EC and corresponding enabling legislation in member states. To the Knowledge of NXP, the transfer of the Business as contemplated by this Agreement will not violate any Applicable Laws or agreements between NXP (or one its Subsidiaries, as the case may be) and its customers relating to Customer Personal Data.

          4.13 Permits . Each of the Transferred Newcos, the Companies and each of their Subsidiaries holds (subject to obtaining any consents set forth on Schedule 4.1(d)(i) ), or as of the Closing will hold, all material Permits, and all such Permits are or will be valid and in full force and effect. Neither NXP nor any of its Subsidiaries has received any written notice or, to NXP’s Knowledge, other communication from any Governmental Authority regarding (i) any actual or possible violation of any material Permit or any failure to comply with any term or requirement of any material Permit or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Permit, in each case as it relates to the Business.

          4.14 Export Control Compliance . The Business has conducted its export transactions in accordance in all material respects with applicable provisions of export control laws and regulations, including any applicable provisions of the United States Export

Administration Act and implementing Export Administration Regulation, except where the failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on NXP, the Transferred Newcos, the Companies and/or each of their Subsidiaries Without limiting the foregoing, with respect to the Business: (1) each of NXP and each of its Subsidiaries has obtained all material export licenses and other approvals required for its exports of products, software and technologies; (2) each of NXP and its Subsidiaries is in material compliance with the terms of all applicable export licenses or other approvals; (3) there are no material pending or, to the Knowledge of NXP, threatened claims against NXP or any of its Subsidiaries with respect to such export licenses or other approvals; and (4) there are no actions, conditions or circumstances pertaining to NXP’s or any of its Subsidiaries’ export transactions that would reasonably be expected to give rise to any material claims, except in each case where such failure or existence, as the case may be, would not reasonably be expected to have a Material Adverse Effect on NXP, the Transferred Newcos, the Companies and/or each of their Subsidiaries. NXP does not maintain or conduct, and has not maintained or conducted, any business, investment operation or other activity in connection with the Business in or with: (A) any country or Person targeted by any economic sanctions of the United States, as administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“ OFAC ”), or (B) any Person appearing on the list of Specially Designated Nationals issued by OFAC.

          4.15 Environmental Matters .

          (a) As used in this Agreement, the following terms shall have the meanings indicated below:

                    (i) “ Environmental and Safety Laws ” shall mean all Applicable Laws in effect on the Agreement Date concerning public health and safety, worker health and safety and pollution or protection of the environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any Hazardous Materials.

                    (ii) “ Facilities ” shall mean all buildings and improvements on the Premises.

                    (iii) “ Hazardous Materials ” shall mean any hazardous substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, infectious substances, asbestos, polychlorinated biphenyls, noise or radiation, in each case as regulated under Environmental and Safety Laws, but excludes office and janitorial supplies properly and safely maintained.

          (b) (i) To NXP’s Knowledge, all Hazardous Materials of NXP or any Subsidiary have been disposed of in accordance in all material respects with all Environmental and Safety Laws, except where the failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on NXP, the Transferred Newcos, the Companies and/or each of their Subsidiaries; (ii) neither NXP nor any Subsidiary has received any written notice of any noncompliance of the Facilities or the Premises with Environmental and Safety Laws that has not been resolved with no continuing obligation;

(iii) no written notices, administrative actions or suits are pending or, to NXP’s Knowledge, threatened relating to an actual or alleged material violation of any applicable Environmental and Safety Laws by NXP or any Subsidiary thereto as it relates to the Business; (iv) neither NXP nor any of its Subsidiaries is a responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or any analogous state, local or foreign laws arising out of events occurring prior to the Agreement Date that relate to the Business and (v) no Premises has been contaminated with any Hazardous Materials that could reasonably be expected to require investigation or remediation under any Environmental and Safety Laws.

          4.16 Anti-Bribery Compliance .

          (a) None of the Transferred Newcos, the Companies or any of their Subsidiaries or, with respect to the Business, any member of the NXP Group, or, to NXP’s Knowledge, any of their respective directors, officers or employees or any other Person acting on their behalf has committed any violation of any Anti-Bribery Laws. Without limiting the foregoing, none of the Transferred Newcos, the Companies or any of their Subsidiaries or, with respect to the Business, any member of the NXP Group, or, to NXP’s Knowledge, any of their respective directors, officers or employees or any other Person acting on their behalf has, either directly or indirectly, engaged in, authorized or knowingly permitted (i) offer or payment of any bribe or kickback to any official or employee of any Governmental Authority or any relative of any such official or employee, or any other payments to such persons, whether or not legal, for the purpose of inducing or rewarding any favorable action by any official or employee of any Governmental Authority, including in order to obtain or retain business or to receive favorable treatment with regard to business, (ii) offer or payment of any bribe or kickback to persons other than government officials or their relatives, or any other payments to such persons, whether or not legal, to obtain or retain business or to receive favorable treatment with regard to business, (iii) offer or payment of any bribe, kickback or illegal contribution to any political party, political candidate or holder of governmental office, or any employee of any of the foregoing, including in order to obtain or retain business or to receive favorable treatment with regard to business, (iv) offer or payment of fees to consultants or commercial agents which disguise offers or payments aimed for a bribe, kickback or illegal contribution; or (v) offer or payment of any payments or reimbursements made to personnel of the Transferred Newcos, the Companies or any of their Subsidiaries for the purposes of enabling them to expend time or to make contributions or payments of the kind or for the purposes referred to in subsections (i) through (iv) above.

          (b) The Transferred Newcos, the Companies and their Subsidiaries and, with respect to the Business, each member of the NXP Group, have implemented an appropriate legal compliance program designed to provide reasonable assurance of compliance with Anti-Bribery Laws in accordance with the United States Sentencing Commission, Federal Sentencing Guidelines, Chapter Eight—Sentencing Organizations, including (i) written policies and procedures, including appropriate periodic or event-based written certifications, (ii) training of the Companies’ and their Subsidiaries’ directors, officers or employees, (iii) processes for reporting, investigating, remediating and punishing violations and (iv) document retention policies.

          4.17 Employees and Compliance .

          (a) NXP and its Subsidiaries have paid to all Continuing Employees, independent contractors and consultants of the Business all material wages and salaries due to or on behalf of such employees, independent contractors and consultants and required to be paid as of the Agreement Date. Neither NXP nor any of its Subsidiaries is liable, with respect to the Business, for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than payments made in the normal course of business and consistent with past practice). There are no controversies pending or, to the Knowledge of NXP, threatened, between the Transferred Newcos, the Companies or any of their Subsidiaries, on the one hand, and any of their employees, on the other hand, which controversies have or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority that are reasonably likely to be material to the Business.

          (b) Schedule 4.17(b) of the NXP Disclosure Schedule contains a complete list of the functional titles and headcounts of all full time employees of NXP and its Subsidiaries who are primarily engaged in the Business as of the Agreement Date. A complete list of all current employees of NXP and its Subsidiaries primarily engaged in the Business will be made available to Trident prior to the Closing. All Employees of the Business are, or as of the Closing will be, legally permitted to be employed by the Transferred Newcos, the Companies or any of their Subsidiaries in the jurisdiction in which such employee or temporary worker is employed in their current job capacities under Applicable Law. All Employees of the Business have been hired and/or their contracts renewed, and perform their duties in compliance in all material respects with Applicable Law. All independent contractors providing services to the Business have, to the Knowledge of NXP, been properly contracted and classified as independent contractors for purposes of applicable Tax laws, labor laws, social security laws, laws applicable to employee benefits and other Applicable Law. None of the Transferred Newcos, the Companies or any of their Subsidiaries has, or as of the Closing will have, any employment or consulting contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). As of the Agreement Date, none of the Transferred Newcos, the Companies is, to the Knowledge of NXP, party to or otherwise bound by any contract that obligates any Company, any Company Subsidiaries or Trident to make an offer of employment to any present or former employee or consultant of a Transferred Newco, the Companies or any of their Subsidiaries. As of the Closing Date, none of the Transferred Newcos, the Companies or any of their Subsidiaries shall have any employees who are not Continuing Employees.

          (c) Except as set forth in Schedule 4.17(c) of the NXP Disclosure Schedules, none of the Transferred Newcos, the Companies or any of their Subsidiaries or, with respect to Employees of the Business, any member of the NXP Group, (1) is subject to any collective bargaining agreement with respect to any Employees of the Business, (2) is subject to any other contract with any trade or labor union, employees’ association or similar organization, and (3) has any current material labor disputes, except, in the case of clauses (1) and (2), for customary agreements with trade unions representing Employees of the Business. NXP and its Subsidiaries have good labor relations with respect to Employees of

the Business, and NXP has no Knowledge of any facts indicating that the consummation of the Transaction or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. To the Knowledge of NXP, there are no pending, or threatened, efforts to certify any Person as the collective bargaining agent of all or some of the Employees of the Business.

          (d) Benefit Plans.

                    (i)  Schedule 4.17(d)(i)-A of the NXP Disclosure Schedule lists each material individual employment, consulting, severance, bonus or other similar contract with any Employee of the Business and each material employee benefit plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such, and any stop-loss insurance policies issued in connection with such self-insured arrangements), workers’ benefits, vacation benefits, severance benefits, retention, disability benefits, death benefits, hospitalization benefits, relocation benefits, cafeteria benefits, child care benefits, sabbatical, retirement benefits, deferred compensation, pension plan, profit-sharing, bonuses, stock options, phantom stock, restricted stock, stock appreciation, management equity participation plans or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors that is currently in effect, maintained or contributed to the Transferred Newcos, the Companies or any of their Subsidiaries or by NXP or any of its Affiliates and which covers any employee or former employee with respect to the Business. Such contracts, plans and arrangements with respect to the Business as are described in this Section 4.17(d)(i) are hereinafter collectively referred to as “ Company Benefit Arrangements .” Schedule 4.17(d)(i)-B lists each material Company Benefit Arrangement that is being assumed in the Transaction or continued by the Transferred Newcos, any of the Companies or any of their Subsidiaries following the Closing (the “ Assumed Company Benefit Arrangements ”).

                    (ii) Each Company Benefit Arrangement has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all Applicable Law that is applicable to such Company Benefit Arrangement.

                    (iii) All payments and/or contributions required to be made on or prior to the Closing Date, or in relation to any period ending on or before the Closing Date, by NXP or any of its Affiliates in connection with Company Benefit Arrangements have been made to the applicable pension fund(s) and/or pension insurance company(ies), or other entity maintaining or managing the applicable Company Benefit Arrangement.

                    (iv) NXP has made available to Trident complete and correct summaries of each Assumed Company Benefit Arrangement.

                    (v) No suit, administrative proceeding, action or other litigation (other than routine claims for benefits in the ordinary course) has been brought, or to the Knowledge of NXP, is threatened against or with respect to any Company Benefit Arrangement, including any audit or inquiry by any Governmental Authority.

                    (vi) No Company Benefit Arrangement (other than life insurance arrangements) provides post-termination or retiree welfare benefits to any person for any reason, except (i) as may be required under Section 4980B of the Code or similar state or non-U.S. law, (ii) benefits the full cost of which are borne by the employees or (iii) disability benefits under a welfare plan that is fully provided for by insurance.

                    (vii) No Company Benefit Arrangement maintains or contributes to, or has in the past sponsored, maintained or contributed to, any Employee Plan subject to Title IV of ERISA.

                    (viii) None of the Transferred Newcos, the Companies, any of their Subsidiaries or any ERISA Affiliate, or any predecessor thereof, contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA.

          (e) Unless otherwise indicated in Schedule 4.17(e) of the NXP Disclosure Schedule, none of the Transferred Newcos, the Companies or any of their Subsidiaries or, with respect to the Business, any member of the NXP Group, is a party to any: (1) contract with any Employee of the Business (i) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving any Company or any Company Subsidiaries in the nature of the Transaction or any of the other transactions contemplated by any Ancillary Agreement, (ii) providing any term of employment or compensation guarantee, or (iii) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment; or (2) Company Benefit Arrangement, any of the benefits of which shall be increased, or the vesting of benefits of which shall be accelerated, by the occurrence of the Transaction, or any event subsequent to the Transaction such as the termination of employment of any Continuing Employee, or the value of any of the benefits of which shall be calculated on the basis of any of the Transactions.

          4.18 Litigation . There is no private or governmental action, suit, arbitration, mediation, proceeding, claim or investigation, pending, or to the Knowledge of NXP, threatened against (i) any Company or any Company Subsidiaries or (ii) NXP or its Subsidiaries Related to the Business or Related to the Acquired Assets, or (iii) any officer, director, employee or agent of NXP or its Subsidiaries (including the Transferred Newcos, the Companies or any of their Subsidiaries) in their capacity as such or relating to their employment, services or relationship with NXP or its Subsidiaries (including the Transferred Newcos, the Companies or any of their Subsidiaries) that is reasonably likely to be material to the Business. There is no material judgment, decree, injunction, rule or order of any Governmental Authority, arbitrator or mediator outstanding against any of NXP or its Subsidiaries, or any of their respective assets or properties (or against any officer, director, employee or agent of NXP or its Subsidiaries in their capacity as such or relating to their employment, services or relationship with NXP or its Subsidiaries) Related to the Business. None of NXP or any of its Subsidiaries has any material action, suit, arbitration, mediation, proceeding, claim or investigation pending against any Governmental Authority or any other Person, arising out of or Related to the Business.

          4.19 Corporate Documents . NXP has made available to Trident (a) copies of the Charter Documents, each as currently in effect, of the Transferred Newcos, the Companies

and their Subsidiaries; (b) the minute books containing records of proceedings, consents, actions and meetings of the board of directors or similar body and any committees thereof and equity holders of the Transferred Newcos, the Companies and their Subsidiaries (excluding minutes that have not been prepared as of the Agreement Date); and (c) copies of all Pre-Closing Carve-out Agreements, and any permits, orders and consents issued, and filings by the Transferred Newcos, the Companies and their Subsidiaries, in connection with such transactions.

          4.20 Personal Property; Leased Property . The Transferred Newcos and the Companies have, or as of the Closing will have, either directly or indirectly through one of their Subsidiaries, good and marketable title to all of the Acquired Assets (which excludes Leased Property and Intellectual Property and Trademarks), free and clear of all Encumbrances other than Permitted Encumbrances. All such items of personal property are in good operating condition and repair, normal wear and tear excepted. The Transferred Newcos and the Companies have, or as of the Closing will have, either directly or indirectly through one of their Subsidiaries, good and marketable leasehold title to all of the Leased Property, free and clear of all Encumbrances other than Permitted Encumbrances. None of the Leases contains any provisions that (i) prevent the Transferred Newcos or the Companies from using any of the Leased Properties in the manner in which they are currently used or (ii) impose any material additional costs (other than scheduled rental increases) or requirements as a condition to their continued use. Neither NXP nor any of its Subsidiaries have (A) subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Property or any portion thereof, or (B) collaterally assigned or granted any other security interest in such Leases or any interest therein. There are no Encumbrances on the estates or interests created by the Leases, except Permitted Encumbrances.

          4.21 Intellectual Property .

          (a) (i) Except for the Transferred IP, neither NXP nor any of its Subsidiaries owns any Intellectual Property that is used exclusively within the Business as currently conducted by NXP and/or its Subsidiaries. The parties acknowledge that NXP makes no representation or warranty as to whether all of the Transferred IP is used exclusively within the Business.

                    (ii) The Licensed NXP IP and the Transferred IP constitute all of the Intellectual Property owned by NXP and/or its Subsidiaries that is used by or within the Business as currently conducted, by NXP and/or its Subsidiaries.

                    (iii) The Third Party IP constitutes all of the Intellectual Property that is licensed by NXP or its Subsidiaries from one or more third parties that is used by or within the Business as currently conducted by NXP and/or its Subsidiaries, other than licenses for commercially available, “off-the-shelf,” “shrink-wrap” or “click-through” non-product-related software and any such product-related software that is priced at $500,000 or less for the license.

                    (iv) Other than (x) the Exclusive IP Contracts, (y) licenses for commercially available, “off-the-shelf”, “shrink-wrap” or “click-through” software and (z) IP Contracts entered into by NXP or any of its Subsidiaries during the period between the

Agreement Date and the Closing Date in compliance with this Agreement or otherwise with the prior written consent of Trident (which consent shall not be unreasonably withheld or delayed), neither NXP nor any of its Subsidiaries is a party to any IP Contracts that are in effect either on the Agreement Date or immediately prior to the Closing and used exclusively within the Business as currently conducted by NXP and its Subsidiaries. The parties acknowledge that NXP makes no representation or warranty as to whether all of the Exclusive IP Contracts are used exclusively within the Business.

          (b) The Transferred IP, the Licensed NXP IP and the Third Party IP, together with any assets, properties, rights or services that are transferred, leased, subleased or licensed pursuant to the Ancillary Agreements, constitute all Intellectual Property sufficient to enable the Companies and their Subsidiaries to conduct the Business as currently conducted by NXP and/or its Subsidiaries, other than licenses for commercially available, “off-the-shelf,” “shrink-wrap” or “click-through” non-product-related software and any such product-related software that is priced at $500,000 or less for the license.

          (c) NXP or one or more of NXP’s Subsidiaries own all of the Transferred IP free and clear of all Encumbrances, other than Permitted Encumbrances. Except for NXP or one or more of its Subsidiaries, no Persons have an ownership interest in the Transferred IP, other than moral rights that cannot, as a matter of Applicable Law, be assigned. Schedule 4.21(c) of the NXP Disclosure Schedules sets forth a list of exclusive licenses to which any of the Transferred IP or Licensed NXP IP is subject.

          (d) Except for actions of the relevant jurisdiction’s patent and trademark office or other government intellectual property office received in the ordinary course of prosecution (collectively, “Office Actions”), none of the Transferred IP is subject to any outstanding Order adversely affecting NXP’s use thereof or rights thereto or which permit third parties to use any Transferred IP (other than on a non-exclusive basis as identified on Schedule 4.21(d) ) or requires any future payment by NXP or any NXP Subsidiary.

          (e) During the three (3) years preceding the Agreement Date, neither NXP nor any of its Subsidiaries has received any written communications from third parties (i) claiming or asserting that the conduct of the Business or any of the activities conducted by NXP and its Subsidiaries that are relevant to the Business, or any of the products sold or services provided by NXP or any of its Subsidiaries in connection therewith infringes upon or otherwise violates the Intellectual Property of any other Person, or (ii) offering to grant an Intellectual Property license for use in connection with activities conducted by NXP and its Subsidiaries relevant to the Business or with any of the products sold or services provided by NXP or any of its Subsidiaries in connection therewith.

          (f) There is no litigation, opposition, cancellation, proceeding, objection or claim pending, or asserted concerning the use, ownership, validity, registerability or enforceability of any Transferred IP, except for any Office Actions. To the Knowledge of NXP, no such litigation, proceeding or claim is currently threatened, and at no time within the two years prior to the date of this Agreement has any such litigation, proceeding or claim been pending.

          (g) Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements to which NXP or its Subsidiaries are a party nor the consummation of the transactions hereby and thereby will (assuming, for the purposes of this Section 4.21(g) , that following the Closing Trident and its Subsidiaries (including the Transferred Newcos, the Companies and their respective Subsidiaries) will not be Subsidiaries of NXP) (i) constitute a breach of or default under any Material Exclusive IP Contract or (ii) cause the forfeiture or termination of, or give rise to a right of forfeiture or termination of, any Transferred IP or the granting of any license or rights to any Person with respect to the Transferred IP, in each case in this clause (ii) pursuant to Contracts to which NXP or any of its Subsidiaries is a party.

          (h) Each of NXP and each of its Subsidiaries has performed in all material respects all of the obligations required to be performed by it and is entitled to all material benefits under each Material Exclusive IP Contract and each Contract for Third Party IP (as it relates to the Business). To the Knowledge of NXP, each Material Exclusive IP Contract and Contract for Third Party IP is in full force and effect. There exists no default or event of default, and, to the Knowledge of NXP, there exists no event, occurrence, condition or act, with respect to NXP or any of its Subsidiaries, and, to the Knowledge of NXP, with respect to any other contracting party, which, with the giving of notice, the lapse of time or both, would reasonably be expected to (1) become a default or event of default under any Contract for Third Party IP (as it Relates to the Business) or any Material Exclusive IP Contract, or (2) give any third party the right to declare a default or exercise any remedy under any Material Exclusive IP Contract (including the right to accelerate the maturity or performance of any obligation of NXP or any of its Subsidiaries under any Material Exclusive IP Contract) or the right to cancel, terminate or modify any Material Exclusive IP Contract, other than those defaults, events of defaults, events, occurrences, conditions or acts that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Business taken as a whole. None of NXP or any of its Subsidiaries has received any written notice regarding any actual or possible material violation or breach of or material default under, or intention to cancel any Material Exclusive IP Contract.

          (i) NXP and its Subsidiaries have taken commercially reasonable steps to protect, preserve and maintain the secrecy and confidentiality of confidential information included or used in any Transferred IP that they, in their reasonable judgment, determine should be maintained as confidential or proprietary, including any Trade Secrets. To NXP’s Knowledge, there has been no disclosure by NXP of any information related to the Transferred IP that NXP, in its reasonable business judgment, determined should be held as confidential information or a Trade Secret, in each case that would reasonably be expected to have a material impact on the intellectual property position of the Business. NXP and its Subsidiaries maintain and enforce a policy of requiring each of its officers, employees, consultants and independent contractors of NXP or any of its Subsidiaries who create any Intellectual Property of NXP or any of its Subsidiaries that is included in any Transferred IP or Licensed NXP IP, to execute and deliver an agreement assigning to NXP or its Subsidiaries any rights such individuals may have to such Intellectual Property and not to disclose or use in an unauthorized manner any confidential or proprietary information of NXP and its Subsidiaries. To NXP’s Knowledge, NXP and its Subsidiaries’ employees

performance of their employment activities do not violate any Person’s Intellectual Property Rights or obligations to any other Person.

          (j) Schedule 4.21(j) of the NXP Disclosure Schedules contains a true and complete list of all of the following to the extent included in the Transferred IP: (1) all worldwide registrations made by or on behalf of NXP or any of its Subsidiaries of any patents, copyrights, mask works, trademarks, service marks or Internet domain names with any Governmental Authority or quasi-governmental authority, including Internet domain name registrars and (2) all patent applications, copyright applications, mask work applications and applications for registration of trademarks or service marks (collectively, the “ NXP Registered IP Rights ”), and, where applicable, the jurisdiction in which each of the NXP Registered IP Rights has been applied for, filed or registered, and the applicable registration, application, serial number or other similar identifier and the name of all registrants, applicants and filers. All NXP Registered IP Rights are subsisting (excluding applications) and, to the Knowledge of NXP, all NXP Registered IP Rights are valid and in force and effect (except with respect to applications), and have not expired or been cancelled or abandoned and all filings and payments have been made and other actions taken to maintain all NXP Registered IP Rights in full force and effect. Schedule 4.21(j) (such schedule to be provided at the Closing) is a complete and accurate list of all actions (including payment of fees) necessary within the 120 day period following the Closing Date to prosecute, maintain or otherwise keep in full force and effect the NXP Registered IP Rights.

          (k) All of NXP Registered IP Rights are owned by NXP. No NXP Registered IP Rights is jointly owned or owned by any NXP Subsidiary. NXP has the sole right to enforce all NXP Registered IP Rights.

          (l) To the Knowledge of NXP, none of NXP nor any of its Subsidiaries has incorporated Open Source Materials into, or combined Open Source Materials with any NXP Identified IP in such a way that (i) requires the distribution or making available of software source code, (ii) prohibits or limits NXP or any of its Subsidiaries from charging a fee or receiving consideration in connection with the licensing, sublicensing or distribution of any product, software or technology, (iii) except as permitted by law notwithstanding a contractual prohibition, grants any right to any Person (other than NXP or its Subsidiaries) to decompile, disassemble or reverse engineer any product, software or technology, or (iv) requires the licensing of any software for purposes of making derivative works.

          (m) To the Knowledge of NXP, the operation of the Business as currently conducted, including, the design, development, manufacture, branding, marketing, use, distribution, import, provision and sale of NXP Identified IP, does not infringe upon or misappropriate any Intellectual Property or other proprietary right owned by any Person, violate any right to privacy or publicity of any person, or constitute unfair competition or unfair trade practices under the Laws of any jurisdiction where NXP currently conducts business.

          (n) To the Knowledge of NXP, no third party is misappropriating, infringing, or violating any of the Transferred IP or Licensed NXP IP in the Newco Field (as

it currently exists). None of NXP or any of its Subsidiaries has any action, suit, arbitration, mediation, proceeding or claim pending against any third party alleging that such third party is misappropriating, infringing or violating any of the Transferred IP or Licensed NXP IP.

          (o) To the Knowledge of NXP, neither NXP nor any Subsidiary of NXP has any obligation to pay any third party any future royalties or other fees currently estimated to be in excess of $50,000 in any year for the continued use of Third Party IP in the Business that is related to the design, development, operation, function, distribution or commercialization of the Company Products in the Business, other than commercially available, “off the shelf”, “shrink wrap” or “click through” software.

          (p) To the Knowledge of NXP, each item of NXP Identified IP currently offered for sale or license by NXP (or its Subsidiaries, as the case may be) (other than NXP Identified IP distributed or licensed to customers on an “as is” basis) conforms in all material respects with all current specifications and published technical documentation of NXP or any of its Subsidiaries.

          (q) Immediately prior to the Closing, all Transferred IP will be fully transferable, alienable or licensable by Dutch Newco, or, if applicable pursuant to Section 1.10(b) , USIP LLC, without restriction and without payment of any kind to any third party (other than restrictions under Applicable Law, requirements under Applicable Law to file documents with and pay fees to patent, trademark, copyright and other governmental offices and non-exclusive licenses and Permitted Encumbrances).

          4.22 No Prior Operations . The Transferred Newcos and each Company (other than the Israeli Subsidiary) were formed solely for the purpose of effecting the Transaction and have not engaged in any business activities or conducted any operations other than in connection with the Transaction.

          4.23 No Brokers . None of NXP, the Transferred Newcos, the Companies or any of their Subsidiaries or any Affiliate of the Transferred Newcos, the Companies or any of their Subsidiaries is obligated for the payment of any fees or expenses of any investment banker, broker, finder or similar party in connection with the origin, negotiation or execution of this Agreement or in connection with the Transaction, other than Credit Suisse Securities (Europe) Limited. None of Trident, Trident Cayman, the Transferred Newcos, the Companies or any of their Subsidiaries shall incur any Liability, either directly or indirectly, to any such investment banker, broker, finder or similar party as a result of this Agreement or the Transaction.

          4.24 Disclaimer of other Representations and Warranties .

          (a) Subject to Section 4.24(b) , and except as set forth in this Article 4 or Article 5 or in the Ancillary Agreements and Pre-Closing Carve-Out Agreements, NXP makes no representation or warranty, express or implied, at law or in equity, in respect of NXP or its Subsidiaries, or any of their assets, liabilities or operations or the Business, including with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed.

          (b) The parties hereto agree that, notwithstanding the foregoing, nothing in this Section 4.24 shall limit (i) the liability of NXP for fraud or intentional misrepresentation, (ii) the representations and warranties set forth in this Article 4 or Article 5 or the covenants and agreements contained in this Agreement of any Party or (iii) subject to Section 12.1 , the remedies of Trident and Trident Cayman with respect to any breach by NXP of any such representation, warranty, covenant or agreement.

ARTICLE 5
Representations and Warranties of NXP Concerning the Transaction

          Except as set forth in the NXP Disclosure Schedule, NXP represents and warrants to Trident and Trident Cayman as follows:

          5.1 Organization and Good Standing . NXP is a private company with limited liability, duly organized and validly existing under the laws of The Netherlands.

          5.2 Power, Authorization and Validity .

          (a) Power and Authority . NXP has the corporate power and authority to own, operate and lease the Acquired Assets and to carry on the Business as currently conducted. NXP has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is or will be a party and to consummate the Transaction. The Transaction and the execution, delivery and performance by NXP of this Agreement, each of the Ancillary Agreements to which it is or will be a party and all other agreements, transactions and actions contemplated hereby or thereby, have been duly and validly approved and authorized by all necessary corporate action on the part of NXP, and no other corporate action on the part of NXP is required in connection therewith.

          (b) Enforceability . This Agreement has been duly executed and delivered by NXP. This Agreement and each of the Ancillary Agreements to which NXP is a party are, or when executed by the parties thereto, will be, valid and binding obligations of NXP, enforceable against it in accordance with their respective terms, subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

          (c) No Consents; Conflicts . No consent, approval, order, authorization, release or waiver of, or registration, declaration or filing with, any Governmental Authority is necessary or required to be made or obtained by NXP to enable NXP to lawfully execute and deliver, enter into, and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is or will be a party or to consummate the Transaction, except (i) the Antitrust Approvals, (ii) as set forth on Schedule 5.2(c) or (iii) those consents, approvals, orders, authorizations, releases, waivers, registrations, declarations or filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to be material to NXP’s ability to consummate the Transaction or to perform its obligations under this Agreement or the Ancillary Agreements to which it is or will be a

party or to have an adverse effect on the Business that is not immaterial. Neither the execution and delivery by NXP of this Agreement or any of the Ancillary Agreements to which NXP is or will be a party, nor the consummation of the Transaction or any other transaction contemplated hereby or thereby, conflicts with or violates or results in any violation of or default under (with or without notice or lapse of time, or both) or gives rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under: (a) any provision of the Charter Documents of NXP, each as currently in effect; (b) any Applicable Law; or (c) any Business Material Contract, any Contract unrelated to the Business, or any Contract relating to Indebtedness, in each case to which NXP or any of its Subsidiaries is a party, other than in the case of clauses (b) and (c), as set forth on Schedule 5.2(c) or such conflicts, violations, defaults, terminations, cancellations, modifications, accelerations or losses that would not, individually or in the aggregate, reasonably be expected to be material to, or to delay, NXP’s ability to consummate the Transaction or to perform its obligations under this Agreement or the Ancillary Agreements to which it is or will be a party or to have an adverse effect on the Business that is not immaterial.

          5.3 Title to Securities . NXP is the legal and beneficial owner of, and holds good and marketable title to, the Securities, free and clear of all Encumbrances other than Permitted Encumbrances.

          5.4 Proxy Statement . The information supplied by NXP for inclusion in the Proxy Statement shall not at the time the Proxy Statement is filed with the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by NXP for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is mailed to Trident’s Stockholders or at the time of the Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders’ Meeting which has become false or misleading. Notwithstanding the foregoing, NXP makes no representation or warranty with respect to any information included in the Proxy Statement other than that supplied by NXP for inclusion in the Proxy Statement.

          5.5 Disclaimer of other Representations and Warranties .

          (a) Subject to Section 5.5(b) , and except as set forth in Article 4 or this Article 5 or in the Ancillary Agreements and Pre-Closing Carve-Out Agreements, NXP makes no representation or warranty, express or implied, at law or in equity, in respect of NXP or its Subsidiaries, or any of their assets, liabilities or operations or the Business, including with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed.

          (b) The parties hereto agree that, notwithstanding the foregoing, nothing in this Section 5.5 shall limit (i) the liability of NXP for fraud or intentional misrepresentation, (ii) the representations and warranties set forth in Article 4 or this Article 5

or the covenants and agreements contained in this Agreement of any Party or (iii) subject to Section 12.1 , the remedies of Trident and Trident Cayman with respect to any breach by NXP of any such representation, warranty, covenant or agreement.

ARTICLE 6
Representations and Warranties of Trident

          Except as set forth in the attached disclosure schedule of Trident (the “ Trident Disclosure Schedule ”), Trident represents and warrants to NXP as follows:

          6.1 Organization and Good Standing . Trident and each of its Subsidiaries is an Entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Each of Trident and each of its Subsidiaries has the requisite corporate power and authority to own, operate and lease its properties and to carry on its respective business as currently conducted. Each of Trident and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in jurisdictions that recognize the concept, as a foreign Entity in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have more than an immaterial adverse effect on Trident and its Subsidiaries taken as a whole. None of Trident or any of its Subsidiaries is in violation of any of its Charter Documents.

          6.2 Power, Authorization and Validity .

          (a) Power and Authority . Trident and each of its Subsidiaries has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is or will be a party and to consummate the Transaction. The Transaction and the execution, delivery and performance by Trident and Trident Cayman of this Agreement, each of the Ancillary Agreements to which Trident or any of its Subsidiaries is or will be a party and all other agreements, transactions and actions contemplated hereby or thereby have been duly and validly approved and authorized by all necessary corporate action on the part of Trident and any such Subsidiary, and no other corporate action on the part of Trident or any such Subsidiary, other than the Required Stockholder Approval, is required in connection therewith. Trident’s Board of Directors has (i) unanimously determined that the Transaction is in the best interests of Trident and its stockholders, approved this Agreement, the Transaction, the Ancillary Agreements and the other transactions contemplated hereby and thereby, (ii) received the opinion of Trident’s financia