Freescale Semiconductor, Ltd. Sample Contracts

AMENDED AND RESTATED INDENTURE Dated as of December 7, 2015 Among FREESCALE SEMICONDUCTOR, INC., the Guarantors listed herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 6.000% SENIOR SECURED NOTES DUE 2022
Indenture • December 7th, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • New York

AMENDED AND RESTATED INDENTURE, dated as of December 7, 2015, among Freescale Semiconductor, Inc., a Delaware corporation, and the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, as Trustee.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 5th, 2010 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York

Freescale Semiconductor, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the initial purchasers named in Schedule A hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated September 22, 2010 (the “Purchase Agreement”), $750,000,000 principal amount of its 10 3/4% Senior Notes due 2020 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by (u) Freescale Semiconductor Holdings I, Ltd. (“Holdings I”), (v) Freescale Semiconductor Holdings II, Ltd. (“Holdings II”), (w) Freescale Semiconductor Holdings III, Ltd. (“Holdings III”), (x) Freescale Semiconductor Holdings IV, Ltd. (“Holdings IV”), (y) Freescale Semiconductor Holdings V, Inc (“Holdings V”) and (z) SigmaTel, LLC (“SigmaTel”) (collectively the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of September 30, 2010 (the “Indenture”), among the Issuer, the Guarantors

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Freescale Semiconductor Holdings I, Ltd. [ ] Shares Plus an option to purchase from the Company, up to [ ] additional Shares to cover over-allotments Common Shares ([US$ ] par value) [Form of Underwriting Agreement]
Underwriting Agreement • May 18th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York

Freescale Semiconductor Holdings I, Ltd., an exempted limited liability company incorporated under the laws of Bermuda (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] common shares, [US$ ] par value (“Common Shares”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional Common Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plu

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 10th, 2014 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

AGREEMENT, dated as of February , 2009, by and between Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).

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AMENDMENT AGREEMENT dated as of February 28, 2012 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of December 1, 2006, as amended and restated as of February 19, 2010 (as further amended, restated, supplemented or otherwise...
Credit Agreement • February 29th, 2012 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 1, 2006, as amended and restated as of February 19, 2010, as further amended by Amendment No. 4 dated as of March 4, 2011 and as further amended and restated as of February 28, 2012, among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Borrower”), FREESCALE SEMICONDUCTOR HOLDINGS V, INC. (formerly known as Freescale Acquisition Holdings Corp.), a Delaware corporation (“Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. (formerly known as Freescale Holdings (Bermuda) IV, Ltd.), a Bermuda exempted limited liability company (“Foreign Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (formerly known as Freescale Holdings (Bermuda) III, Ltd.), a Bermuda exempted limited liability company (“Parent”), CITIBANK, N.A., as Administrative Agent, Collateral Agent, Incremental Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectiv

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AMENDMENT AGREEMENT dated as of March 1, 2013 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of December 1, 2006, as amended and restated as of February 28, 2012 (as further amended, restated, supplemented or otherwise...
Credit Agreement • March 4th, 2013 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 1, 2013, among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Borrower”), FREESCALE SEMICONDUCTOR HOLDINGS V, INC. (formerly known as Freescale Acquisition Holdings Corp.), a Delaware corporation (“Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. (formerly known as Freescale Holdings (Bermuda) IV, Ltd.), a Bermuda exempted limited liability company (“Foreign Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (formerly known as Freescale Holdings (Bermuda) III, Ltd.), a Bermuda exempted limited liability company (“Parent”), CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

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AMENDMENT AGREEMENT dated as of February 19, 2010 (this “Amendment”), to the Credit Agreement dated as of December 1, 2006 (as amended through the date hereof, the “Original Credit Agreement”), among FREESCALE SEMICONDUCTOR, INC., a Delaware...
Credit Agreement • April 8th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 1, 2006, as amended and restated as of February 19, 2010, among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Borrower”), FREESCALE SEMICONDUCTOR HOLDINGS V, INC. (formerly known as Freescale Acquisition Holdings Corp.), a Delaware corporation (“Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. (formerly known as Freescale Holdings (Bermuda) IV, Ltd.), a Bermuda exempted limited liability company (“Foreign Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (formerly known as Freescale Holdings (Bermuda) III, Ltd.), a Bermuda exempted limited liability company (“Parent”), CITIBANK, N.A., as Administrative Agent, Collateral Agent, Incremental Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

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Freescale Semiconductor, Inc. $750,000,000 8.05% Senior Notes Due 2020 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 14th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York

Freescale Semiconductor, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the initial purchasers named in Schedule A hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated June 7, 2011 (the “Purchase Agreement”), $750,000,000 principal amount of its 8.05% Senior Notes due 2020 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by (u) Freescale Semiconductor Holdings I, Ltd. (“Holdings I”), (v) Freescale Semiconductor Holdings II, Ltd. (“Holdings II”), (w) Freescale Semiconductor Holdings III, Ltd. (“Holdings III”), (x) Freescale Semiconductor Holdings IV, Ltd. (“Holdings IV”), (y) Freescale Semiconductor Holdings V, Inc (“Holdings V”) and (z) SigmaTel, LLC (“SigmaTel”) (collectively the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of June 10, 2011 (the “Indenture”), among the Issuer, the Guarantors named therei

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • February 10th, 2014 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • New York

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of June 20, 2008, among SigmaTel, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of Freescale Semiconductor, Inc. (as successor by merger to Freescale Acquisition Corporation under the Indenture (as defined below)), a Delaware corporation (the “Issuer”), and The Bank of New York, as trustee (the “Trustee”).

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FORM RESTRICTED SHARE UNIT AWARD AGREEMENT (Senior Management)
Restricted Share Unit Award Agreement • February 6th, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), the recipient’s employing subsidiary and the recipient of the grant (the “Executive”):

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GUARANTY RELATING TO SECURED REVOLVING CREDIT AGREEMENT
Guaranty • December 7th, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • New York

GUARANTY (this “Guaranty”) dated as of December 7, 2015, made among NXP B.V. with its corporate seat in Eindhoven, the Netherlands (the “Company”), NXP Funding LLC and each of the subsidiaries of the Company listed on the signature pages hereto (each such subsidiary individually, a “Subsidiary Guarantor” and, collectively with any Person that becomes a “Guarantor” pursuant to Section 20, the “Subsidiary Guarantors”; the Company, NXP Funding LLC and the Subsidiary Guarantors are referred to collectively as the “Guarantors”) and Morgan Stanley Senior Funding, Inc., as the collateral agent (in such capacity, the “Collateral Agent”) and as Administrative Agent (in such capacity, the “Administrative Agent”) in each case, for the lenders (the “Lenders”) and issuers of letters of credit (the “Letter of Credit Issuers”) from time to time party to the Secured Revolving Credit Agreement (the “Credit Agreement”) dated as of December 7, 2015, between the Company, NXP Funding LLC (the “Co-Borrower”

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FORM RESTRICTED SHARE UNIT AWARD AGREEMENT (Vice President)
Restricted Share Unit Award Agreement • February 6th, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), the recipient’s employing subsidiary and the recipient of the grant (the “Participant”):

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SECURITY AGREEMENT dated as of November 1, 2013 among FREESCALE SEMICONDUCTOR, INC., as Issuer FREESCALE SEMICONDUCTOR HOLDINGS V, INC, FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD., SIGMATEL, LLC and CITIBANK, N.A., as Notes Collateral Agent
Security Agreement • November 4th, 2013 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • New York

SECURITY AGREEMENT, dated as of November 1, 2013, among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Issuer”), FREESCALE SEMICONDUCTOR HOLDINGS V, INC., a Delaware corporation (“Holdings V”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD., a Bermuda exempted limited liability company (“Holdings IV”), SIGMATEL, LLC, a Delaware limited liability company (“SigmaTel”), the Subsidiaries of FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (“Holdings III”) from time to time party hereto and CITIBANK, N.A., as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Notes Collateral Agent”).

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FORM NONQUALIFIED STOCK OPTION AGREEMENT (Senior Management)
Nonqualified Stock Option Agreement • February 6th, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), the recipient’s employing subsidiary and the recipient of the grant (the “Executive”):

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AGREEMENT AND PLAN OF MERGER by and among NXP SEMICONDUCTORS N.V., NIMBLE ACQUISITION LIMITED, and FREESCALE SEMICONDUCTOR, LTD. MARCH 1, 2015
Merger Agreement • March 2nd, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware
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FORM NONQUALIFIED STOCK OPTION AGREEMENT (Vice President)
Nonqualified Stock Option Agreement • February 6th, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), the recipient’s employing subsidiary and the recipient of the grant (the “Participant”):

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FORM PERFORMANCE RESTRICTED SHARE UNIT AWARD AGREEMENT (Participant)
Performance Restricted Share Unit Award Agreement • February 6th, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), the recipient’s employing subsidiary and the recipient of the grant (the “Participant”):

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AGREEMENT RELATING TO TERMINATION OF MANAGEMENT FEE AGREEMENT
Termination Agreement • June 3rd, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT is dated as of June 1, 2011 (this “Agreement”) and is between Freescale Semiconductor, Inc., a Delaware corporation (the “Company”) and Permira Advisers LLC (the “Advisor”).

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EXECUTION VERSION SUPPORT AGREEMENT
Support Agreement • March 2nd, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

This Support Agreement (this “Agreement”) is made and entered into as of March 1, 2015, by and among NXP Semiconductors N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands, registered with the Dutch Chamber of Commerce under number 34253298 and having its corporate seat (statutaire zetel) in Eindhoven (“Parent”), Freescale Holdings L.P., an exempted limited partnership organized under the laws of the Cayman Islands (the “Shareholder”), and each of the Persons listed on Annex I hereto (such Persons listed on Annex I hereto, collectively, the “Principal Sponsor Signatories”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Texas

This EMPLOYMENT AGREEMENT (the “Agreement” by and among Freescale Semiconductor, Inc. (the “Company”), Freescale Holdings GP, Ltd. (“Freescale GP”), and Reza Kazerounian (the “Executive”) is dated as of the 16th day of April, 2009, or the first date the Executive begins employment with the Company, whichever is later (the “Effective Date”).

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FREESCALE SEMICONDUCTOR DEFERRED STOCK UNIT AWARD AGREEMENT
Deferred Stock Unit Award Agreement • April 24th, 2009 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of , 2009 (the “Date of Grant”), between Freescale Semiconductor Holdings I, Ltd., a Bermuda limited company (the “Company”), and (the “Participant”):

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FORM PERFORMANCE RESTRICTED SHARE UNIT AWARD AGREEMENT (Senior Management)
Performance Restricted Share Unit Award Agreement • February 6th, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), the recipient’s employing subsidiary and the recipient of the grant (the “Executive”):

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FORM OF INCENTIVE EQUITY OPTION] FREESCALE HOLDINGS NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • April 8th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of December 1, 2006 (the “Date of Grant”), between Freescale Holdings (Bermuda) I, Ltd., a Bermuda limited company (the “Company”), and (the “Participant”):

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INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of April 13, 2010 among FREESCALE SEMICONDUCTOR, INC., as Issuer FREESCALE SEMICONDUCTOR HOLDINGS V, INC, SIGMATEL, LLC and CITIBANK, N.A., as Notes Collateral Agent
Intellectual Property Security Agreement • April 14th, 2010 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of April 13, 2010, among FREESCALE SEMICONDUCTOR, INC., a Delaware corporation (the “Issuer”), FREESCALE SEMICONDUCTOR HOLDINGS V, INC., a Delaware corporation (“Holdings V”), SIGMATEL, LLC, a Delaware limited liability company (“SigmaTel”), the Subsidiaries of FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (“Holdings III”) from time to time party hereto and CITIBANK, N.A., as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Notes Collateral Agent”).

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Amendment to Employment Agreement
Employment Agreement • February 6th, 2009 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices

(“Executive”) and Freescale Semiconductor, Inc. (“Company”) agree to the following amendment (“Amendment”) to the Employment Agreement (“Agreement”) previously executed between Company and Executive:

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FREESCALE SEMICONDUCTOR HOLDINGS PERFORMANCE RESTRICTED SHARE UNIT AWARD AGREEMENT
Performance Restricted Share Unit Award Agreement • July 20th, 2012 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”) and Gregg A. Lowe (the “Executive”):

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FREESCALE SEMICONDUCTOR, LTD. MAKE WHOLE RESTRICTED SHARE UNIT AWARD AGREEMENT
Make Whole Restricted Share Unit Award Agreement • May 13th, 2014 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”) and Daniel Durn (the “Executive”):

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Contract
Guaranty • February 10th, 2014 • Freescale Semiconductor, Ltd. • Semiconductors & related devices

SUPPLEMENT NO. 1 dated as of June 5, 2008, to the Guaranty dated as of December 1, 2006, among FREESCALE SEMICONDUCTOR HOLDINGS V, INC. (formerly known as FREESCALE ACQUISITION HOLDINGS CORP.) (“Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) III, LTD.) (“Parent”), FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) IV, LTD.) (“Foreign Holdings”), FREESCALE SEMICONDUCTOR HOLDINGS I, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) I, LTD.) (“FH I”), FREESCALE SEMICONDUCTOR HOLDINGS II, LTD. (formerly known as FREESCALE HOLDINGS (BERMUDA) II, LTD.) (“FH II”), the Subsidiaries of Parent from time to time party hereto and CITIBANK, N.A., as Administrative Agent.

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FREESCALE SEMICONDUCTOR HOLDINGS RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 8th, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of , 2007 (the “Date of Grant”), between Freescale Semiconductor Holdings I, Ltd., a Bermuda limited company (the “Company”), and (the “Participant”):

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AGREEMENT RELATING TO TERMINATION OF MANAGEMENT FEE AGREEMENT
Termination of Management Fee Agreement • June 3rd, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT is dated as of June 1, 2011 (this “Agreement”) and is between Freescale Semiconductor, Inc., a Delaware corporation (the “Company”) and TPG GenPar V – AIV, L.P. (the “Advisor”).

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FREESCALE SEMICONDUCTOR HOLDINGS NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 6th, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the "Agreement"), is made effective as of the date indicated in the grant summary in the Freescale equity recordkeeping system (the"Date of Grant"), between Freescale Semiconductor Holdings I, Ltd., a Bermuda limited company (the "Company"), and the recipient of the grant (the"Participant"):

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RESTRICTED SHARE UNIT AWARD AGREEMENT - DIRECTOR
Restricted Share Unit Award Agreement • October 24th, 2014 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of [ ], (the “Date of Grant”), by and among Freescale Semiconductor, Ltd., a Bermuda exempted limited liability company (the “Company”), and [ ] (the “Director”):

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • April 3rd, 2015 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • New York

AMENDED AND RESTATED INDENTURE, dated as of [—], among Freescale Semiconductor, Inc., a Delaware corporation, and the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee.

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among Freescale Holdings L.P. Freescale Semiconductor Holdings I, Ltd. and Certain Freescale Holdings L.P. Investors Dated as of June 1, 2011
Registration Rights Agreement • June 3rd, 2011 • Freescale Semiconductor Holdings I, Ltd. • Semiconductors & related devices • Delaware

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 1, 2011, is by and among Freescale Holdings L.P., a Cayman Islands exempted limited partnership (“Freescale Holdings”), Freescale Semiconductor Holdings I, Ltd., a Bermuda exempted limited liability company (the “Corporation”), and each of the parties listed on Annex A (as such Annex A is updated and amended pursuant to Section 12(d) hereof, and together with Freescale Holdings, the “Shareholders”). This Agreement shall become effective upon the Effective Time.

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Freescale Semiconductor, Ltd. 35,000,000 Shares Plus an option to purchase from the Company, up to 5,250,000 additional Shares Common Shares Underwriting Agreement
Underwriting Agreement • February 18th, 2014 • Freescale Semiconductor, Ltd. • Semiconductors & related devices • New York

Freescale Semiconductor, Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 35,000,000 common shares, US$0.01 par value (“Common Shares”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the

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