This TIME SHARING AGREEMENT (this "Agreement") is made and entered into as of the day of, 2011 between Motorola Mobility, Inc., hereinafter referred to as the "Operator", and San jay K. Jha, hereinafter referred to as "User".

RECITALS

The parties recite and declare that: The Operator is the lessee of each of the aircraft described on Exhibit A attached hereto (each such aircraft is referred to herein as an "Aircraft"), under those certain Non-Exclusive Dry Leases (the "Head Leases") entered into on December 9, 2010 by and between Operator and (i) Motorola Mobility Aviation Holdings N550M, LLC, and (ii) Motorola Mobility Aviation Holdings N158M, LLC (each an "Owner" and together the "Owners"). User desires to use the Aircraft under such terms and conditions as are mutually satisfactory to the parties for the carriage of User's officials, employees, and guests pursuant to a time sharing agreement as defined in Section 91.501 (c) (1) of the Federal Aviation Regulations ("FARs"). The parties hereby agree as follows:

SECTION ONE
Time Share of Aircraft

In consideration of the amounts to be charged as set forth below, provided Aircraft is not otherwise employed on behalf of Operator, Operator agrees to lease the Aircraft Pilots to User from and after the date hereof for the term described in Section Two below. The express intent of the parties hereto is that this Agreement shall constitute a "time sharing agreement" as such term is defined in Section 91.501 (c) (1) of the FARs. The Aircraft shall be operated hereunder pursuant to the terms of Section 91.501 (b) (6) of the FARs for the carriage of company officials, employees, and guests of the User. Nothing contained herein shall obligate User to any minimum usage of any Aircraft, it being understood that User's usage shall be on an "as-needed" and "as-available" basis. User acknowledges that each of the Aircraft may be subject to the rights of third parties pursuant to other time sharing agreements, leases, charter agreements, interchange agreements and/or other similar agreements. User shall make all requests for use of any Aircraft pursuant to this Agreement to Operator. Operator shall advise User of the identity of the person or department representative responsible for receiving such requests. Operator shall be responsible for scheduling the use by User of any Aircraft Requests for use of the Aircraft by User shall be made to Operator no less than twenty-four (24) hours prior to the requested departure time. Such requests shall indicate the name of User, dates of requested use, the proposed itinerary, the number and identity of the persons who will be passengers on such flight, the identity of any passengers who are guests of the User, any requests related to special services, catering, provisions, ground transportation and/or insurance, and emergency contact information for each passenger which shall not be another passenger on the same flight. All requests for use shall be subject to, among other things, prior conflicting requests for use, Operator's use of the Aircraft, the availability of the Aircraft and scheduled and unscheduled maintenance, repair and inspections. Operator, in its sole and absolute discretion, shall have the final authority to accept or reject any such request and the right to cancel or rescind any confirmed or unconfirmed request for any reason whatsoever. Operator shall use reasonable efforts to confirm any accepted requests for use and cancellations of any previously confirmed request. Operator shall not be responsible or liable for any delays or cancellations nor shall Operator be responsible for any consequential or punitive damages resulting therefrom.

SECTION TWO
Term

This Agreement shall remain in full force and effect until terminated. Operator shall have the right to terminate this Agreement with immediate effect upon written notice to User. This Agreement shall automatically terminate upon cessation of User's employment by Motorola Mobility, Inc.

SECTION THREE
Payments

Operator shall be responsible for all costs and expenses of owning, operating and maintaining the Aircraft. User shall compensate Operator for the use of the Aircraft in amounts agreed upon from time to time between the parties, provided, however, in no event shall any amounts be charged by Operator or paid by User hereunder that are not specifically authorized by Section 91.501 (d) of the FARs nor shall the aggregate charges for any flight exceed the amounts specifically authorized by Section 91.501 (d) of the FARs. Following the completion of each flight of the Aircraft on behalf of User, Operator shall promptly invoice User for the charges determined by the parties and on the record of the Motorola Aviation Department and User shall pay the amount promptly upon presentation of the invoice.

SECTION FOUR
Operator

Operator shall furnish fully qualified and properly certified pilots for the Aircraft, each of whom shall be included in the insurance coverage required to be maintained pursuant hereto. At any time during which a flight is made by or on behalf of User under this Agreement, Operator shall have possession, command, dominion and control of the Aircraft. Operator shall have complete and exclusive responsibility for (i) scheduling, dispatching and flight of the Aircraft on all flights conducted pursuant to this Agreement, (ii) the physical and technical operation of the Aircraft and (iii) the safe performance of all flights. Operator shall have operational control of the Aircraft for all purposes of the FARs. Notwithstanding the foregoing, the pilot-in-command of each flight shall have the final authority with respect to (i) the initiation or termination of any flight, (ii) selection of the routing of any flight, (iii) determination of the load to be carried and (iv) all decisions relating to the safety of any flight.

SECTION FIVE
Insurance

Under the terms of the Head Leases, Owners shall, respectively, maintain or cause to be maintained in full force and effect and at Owners' own expense, passenger liability, public liability, property damage, baggage and cargo insurance in such form, for such amounts, and for such other coverages, and with such insurers as shall be acceptable to Owners, insuring Owners, Operator, and User as their interests may appear against claims for death of or injury to persons, or loss of or damage to property in connection with the possession, use, or operation of the Aircraft by User. Notwithstanding the foregoing and subject to the limitations of Section 91.501 (d), upon Owners' or Operator's request, User shall, reimburse Owners for the cost and expense of any insurance obtained for any specific flight.

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