Warrant Agreement




 Exhibit 4.12 
  

 WARRANT AGREEMENT 
 Dated as of December 1, 2006 
 between 
 FREESCALE HOLDINGS (BERMUDA) I, LTD. 
 and 
 FREESCALE HOLDINGS L.P. 
  











 WARRANT AGREEMENT, dated as of December 1, 2006 between FREESCALE HOLDINGS (BERMUDA) I, LTD.,
a Bermuda exempted company limited by shares (the “Company”), and FREESCALE HOLDINGS L.P., a Cayman Islands exempted limited partnership (the “Initial Holder”). 
 NOW, THEREFORE, the parties hereto hereby agree as follows: 
 1. Grant. The Company hereby grants to the Initial Holder warrants designated as Class B warrants (“Warrants”) which shall entitle the registered holder thereof to purchase from the Company, at any
time or from time to time hereafter, up to 24,599,232 shares (the “Warrant Shares”) of Common Stock, par value U.S.$0.01 per share, of the Company (“Common Stock”), subject to adjustment as provided in Section 6, at the
exercise price of $14.00 per share, subject to adjustment as provided in Section 6 (the “Exercise Price”), all subject to the terms and upon the conditions set forth herein. 
 2. Warrant Certificates. The Warrants shall be evidenced by certificates issued pursuant to this Agreement (the “Warrant Certificates”)
in the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Agreement. 
 3. Exercise of Warrant. 
 (a)
General. Subject to the provisions of this Agreement, upon surrender to the Company at its principal office of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment in accordance with
Section 3(b) of the Exercise Price then in effect, the Company shall issue and deliver promptly to the registered holder of such Warrant Certificate, a certificate or certificates for the Warrant Shares or other securities or property to which
the registered holder is entitled, registered in the name of such registered holder or, upon the written order of such registered holder, in such name or names as such registered holder may designate. In the case of an exercise of Warrants, any
certificate or certificates representing Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of the Warrant Shares as of the date of the surrender of
such Warrant Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. 
 (b)
Payment. Payment of the Exercise Price shall be made, at the option of the registered holder of the Warrants, (i) in cash, (ii) by wire transfer payable to the order of the Company, or (iii) on a net basis, such that without
the exchange of any funds, such holder receives that number of Warrant Shares that would otherwise be issuable upon a cash exercise of such Warrants less that number of Warrant Shares having a current market price equal to the aggregate Exercise
Price that would otherwise have been paid by such holder for the number of Warrant Shares with respect to which such Warrant is being exercised in which case, such 

  

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exchange shall be treated as a recapitalization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). For the
purpose of any computation under this paragraph 3(b), the current market price per share of Common Stock on any day shall be deemed to be the average of the Closing Prices of the Common Stock for the ten (10) consecutive trading days ending on
the day before the day the Warrant Certificate (together with a duly executed Form of Election to Purchase) is delivered to the Company. The term “Closing Price” shall mean, for each trading day, the last reported sale price regular way on
the principal national securities exchange on which the Common Stock is then listed or admitted for trading or, if the Common Stock is not listed on a national securities exchange, the average of the closing bid and asked prices in the
over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose. If for any reason the current market price per share cannot be determined pursuant to the foregoing
provisions of this paragraph, the current market price per share shall be the fair market value thereof as determined in good faith by the Board of Directors of the Company (the “Board”). 
 (c) Exercise in Whole or in Part. The purchase rights evidenced by a Warrant Certificate shall be exercisable, at the election of the registered
holder thereof, in whole or in part, but only for lots of 100 Warrant Shares or integral multiples thereof if less than all the Warrants then held by such registered holder are being exercised. If less than all of the Warrant Shares purchasable
under any Warrant Certificate are purchased, the Company shall cancel such Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the remaining number of Warrant Shares purchasable
thereunder. 
 (d) Fractional Shares. No fractional shares of Common Stock shall be issued upon exercise of any Warrants. Instead the
Company shall round the results of an exercise up to the nearest full share of Common Stock. 
 (e) Reservation of Shares. The Company
will at all times reserve and keep available out of its authorized Common Stock solely for the purpose of issuance upon exercise of the Warrants as herein provided, such number of shares of Common Stock as shall from time to time be issuable upon
the exercise of all outstanding Warrants. All shares of Common Stock that may be issued upon exercise of the Warrants will, upon issuance, be validly issued, fully paid and nonassessable and not subject to preemptive rights of any stockholder.

 4. Transfer. 
 (a)
Warrant Register. The Company shall maintain at its principal office a Warrant Register for registration of Warrant Certificates and transfers thereof. The Company shall initially register the outstanding Warrants in the name of the Initial
Holder. The Company may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
Certificates made by any person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof, and for all other purposes, and the Company 

  

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shall not be affected by any notice to the contrary. For the purpose of this Agreement, all references to a holder herein shall refer to a registered holder
of Warrants. 
 (b) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof,
represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “Securities Act”), that the issuance of the
Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act as not involving any public offering and that the Company’s reliance on such
exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants for investment for its own account, with no present intention of reselling
or otherwise distributing the same, (2) is an “accredited investor” as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of the investments made or to be made in connection with the acquisition and exercise of the Warrants. Neither the Warrants nor the related Warrant Shares may be transferred except (i) pursuant to an effective registration
statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of
Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company. 
 (c) Notice and Registration of Transfer. Each registered holder of the Warrants, by acceptance thereof, agrees that prior to any disposition by
such holder of the Warrants or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in
which the Warrants or the Warrant Shares theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of, whereupon, but only if such transfer is permitted pursuant to paragraph 4(b) above, such transferring holder shall be
entitled to dispose of the Warrants and/or the Warrant Shares theretofore issued upon the exercise thereof, all in accordance with the terms of the notice delivered by such holder to the Company. In the event of such transfer, the Company shall
register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to the Company at its principal office, accompanied by a written instrument of transfer in form
reasonably satisfactory to it, duly executed by the registered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant
Certificate(s) shall be canceled. 
 5. Special Agreements of the Company. The Company covenants and agrees as follows: 
 (a) Listing on Securities Exchanges. If the Common Stock is listed on a stock exchange or quoted on the Nasdaq National Market, the Company will
use its reasonable best 

  

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efforts to procure at its sole expense the listing of all Warrant Shares (subject to issuance or notice of issuance) on all stock exchanges on which the
Common Stock is then listed, or the quotation of the Warrant Shares on the Nasdaq National Market, as the case may be, and maintain the listing or quotation of such shares and other securities after issuance. 
 (b) Actions in Avoidance; Non-Dilution. The Company will not, by amendment of its Memorandum and Articles of Association, as amended, or through
any reorganization, transfer of assets, consolidation, merger, issue or sale of securities or otherwise, avoid or take any action which would have the effect of avoiding the observance or performance of any of the terms to be observed or performed
hereunder by the Company but will at all times in good faith assist in carrying out all of the provisions of the Warrants and in taking all of such action as may be necessary or appropriate in order to protect the rights of the registered holders of
the Warrants against impairment. Without limiting the generality of the foregoing, the Company will (a) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (b) use its reasonable best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant. 
 6. Adjustment of Exercise Price and Number of Warrant Shares Issuable. The
number and kind of shares purchasable upon the exercise of Warrants and the Exercise Price shall be subject to adjustment from time to time as follows: 
 (a) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company in Common Stock, the Exercise Price in effect at the opening of business on the day following the
date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Exercise Price by a fraction the numerator of which shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination and the denominator of which shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to
become effective immediately after the opening of business on the day following the date fixed for such determination of the holders entitled to such dividends and distributions. For the purposes of this paragraph 6(a), the number of shares of
Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. 
 (b) In case the Company shall issue rights, options or warrants to all holders of its Common Stock entitling them to subscribe for, purchase or acquire
shares of Common Stock at a price per share less than the current market price per share (determined as provided in paragraph 6(h) below) of the Common Stock on the date fixed for the determination of stockholders entitled to receive such rights,
options or warrants, the Exercise Price in effect at the opening of business on the day following the date fixed for such determination shall be reduced by multiplying such Exercise Price by a fraction the numerator of which shall be the 

  

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number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock
which the aggregate offering price for the total number of shares of Common Stock so offered for subscription, purchase or acquisition would purchase at such current market price per share and the denominator of which shall be the number of shares
of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription, purchase or acquisition, such reduction to become effective immediately after the
opening of business on the day following the date fixed for such determination of the holders entitled to such rights, options or warrants. However, upon the expiration of any right, option or warrant to purchase Common Stock, the issuance of which
resulted in an adjustment in the Exercise Price pursuant to this paragraph 6(b), if any such right, option or warrant shall expire and shall not have been exercised, the Exercise Price shall be recomputed immediately upon such expiration and
effective immediately upon such expiration shall be increased to the price it would have been (but reflecting any other adjustments to the Exercise Price made pursuant to the provisions of this paragraph 6 after the issuance of such rights, options
or warrants) had the adjustment of the Exercise Price made upon the issuance of such rights, options or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the
exercise of such rights, options or warrants. No further adjustment shall be made upon exercise of any right, option or warrant if any adjustment shall have been made upon the issuance of such security. For the purposes of this paragraph 6(b), the
number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company will not issue any rights, options or warrants in respect of shares of Common Stock held in the treasury of the
Company. 
 (c) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the
Exercise Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be reduced, and, conversely, in case the outstanding shares of Common Stock shall each be combined into a smaller
number of shares of Common Stock, the Exercise Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be increased to equal the product of the Exercise Price in effect on such date
and a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision or combination, as the case may be, and the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such subdivision or combination, as the case may be. Such reduction or increase, as the case may be, shall become effective immediately after the opening of business on the day following the day upon which such
subdivision or combination becomes effective. 
 (d) In case the Company shall, by dividend or otherwise, distribute to all holders of its
Common Stock (A) evidences of its indebtedness or (B) shares of any class of capital stock, cash (excluding any ordinary cash dividends paid after an initial public offering of the Company) or other property or assets (including
securities, but excluding (x) any rights, options or warrants referred to in paragraph 6(b) above and (y) any dividend or distribution referred to in paragraph 6(a) or 6(c) above), then in each case, the Exercise Price in effect at the
opening of business on the day following the date fixed for the determination of holders of Common Stock entitled to receive such distribution shall be reduced by the then fair market 

  

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value as determined by the Board (whose determination shall be conclusive) of the portion of the capital stock, cash or other assets or evidences of
indebtedness so distributed (and for which an adjustment to the Exercise Price has not previously been made pursuant to the terms of this paragraph 6) applicable to one share of Common Stock. 
 (e) The reclassification or change of Common Stock into securities, including securities other than Common Stock, (other than any reclassification upon a
consolidation or merger to which paragraph 6(o) below shall apply) shall be deemed to involve (A) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be
deemed to be “the date fixed for the determination of holders of Common Stock entitled to receive such distribution” within the meaning of paragraph 6(d) above), and (B) a subdivision or combination, as the case may be, of the number
of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon
which such subdivision or combination becomes effective” within the meaning of paragraph 6(c) above). 
 (f) In case the Company shall
issue shares of its Common Stock (excluding shares issued (i) in any of the transactions described in paragraphs 6(a) – (d) above, (ii) pursuant to the grant of awards or the exercise of options or other awards issued under the
Company’s employee incentive plans or (iii) upon exercise of options and warrants of the Company outstanding as of the date hereof) for a consideration per share less than the current market price per share of Common Stock (as defined in
paragraph 6(h) below) in effect immediately prior to the earlier of (x) the issuance of such securities or (y) the date the Company has a contractual obligation to issue such securities (whether or not such contractual obligation is
contingent upon the passage of time or the occurrence of certain events or both), then the Exercise Price in effect at the opening of business on the day following the date of issuance of such shares of Common Stock shall be reduced by multiplying
such Exercise Price by a fraction (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding (on a fully diluted basis) immediately prior to such issuance, and (2) the number of shares of
Common Stock which the aggregate consideration received by the Company (determined as provided in paragraph 6(i) below) for the total number of shares of Common Stock issued would purchase at the current market price per share (as defined in
paragraph 6(h)), and (B) the denominator of which is the total number of shares of Common Stock outstanding (on a fully diluted basis) immediately after such issuance. 
 (g) In case the Company shall issue any securities (including rights, warrants and options) convertible into, exercisable for or exchangeable for its
Common Stock (excluding securities issued (i) in any of the transactions described in paragraphs 6(b) and (d) above, (ii) pursuant to the grant of awards or the exercise of options or other awards issued under the Company’s
employee incentive plans or (iii) upon exercise of options and warrants of the Company outstanding as of the date hereof) for a consideration per share of Common Stock initially deliverable upon conversion, exercise or exchange of such
securities (determined as provided in paragraph 6(i) below) less than the current market price per share of Common Stock (as defined in paragraph 6(h) below) in effect immediately prior to the earlier of (x) the issuance 

  

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of such securities or (y) the date the Company has a contractual obligation to issue such securities (whether or not such contractual obligation is
contingent upon the passage of time or the occurrence of certain events or both), then the Exercise Price in effect at the opening of business on the day following the date of issuance of such securities shall be reduced by multiplying such Exercise
Price by a fraction, (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding (on a fully diluted basis) immediately prior to the issuance of such securities, and (2) the number of shares of
Common Stock which the aggregate consideration received by the Company (determined as provided in paragraph 6(i) below) for such securities would purchase at such current market price per share of Common Stock, and (B) the denominator of which
shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance and the maximum number of shares of Common Stock of the Company deliverable upon conversion, exercise or exchange of such securities at the
initial conversion, exercise or exchange price or rate. No further adjustment shall be made upon the conversion, exercise or exchange of such security if any adjustment shall have been made upon the issuance of such security. 
 (h) For the purpose of any computation under this Section 6, the current market price per share of Common Stock on any day shall be: 
 (A) if the Common Stock is listed or admitted to trading on a principal national securities exchange in the United States, the Nasdaq
National Market or in the over-the-counter market, the current market price per share shall be deemed to be the average of the Closing Prices of the Common Stock for the 10 consecutive trading days immediately preceding the trading day before the
day in question; provided that, in the case of paragraph 6(d), if the period between the date of the public announcement of the dividend or distribution and the date for the determination of holders of Common Stock entitled to receive such
dividend or distribution shall be less than 10 trading days, the period shall be such lesser number of trading days but, in any event, not less than five trading days; 
 (B) if the Common Stock is not quoted or listed by any such organization, exchange or market, the current market price per share shall be
the fair market value thereof as determined in good faith by the Board. 
 (i) For purposes of any computation respecting consideration
received pursuant to paragraphs 6(f) and (g) above, the following shall apply: 
 (A) in the case of the issuance of
shares of Common Stock for cash, the consideration shall be the gross proceeds to the Company from such issuance, which shall not include any deductions for any commissions, discounts or other expenses incurred by the Company in connection
therewith; 
  

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 (B) in the case of the issuance of shares of Common Stock for a consideration in whole or
in part other than cash or, subject to clause (C), securities, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board (irrespective of the accounting treatment thereof), whose
determination shall be conclusive; 
 (C) in the case of the issuance of shares of Common Stock for a consideration in whole
or in part consisting of securities, the value of any securities shall be deemed to be: (x) if traded on a securities exchange or through the Nasdaq National Market, the average of the closing prices of the securities on such securities
exchange or quotation system over the 10 trading day period ending on the trading day immediately preceding the day in question, (y) if actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable)
over the 10 day period ending on the trading day immediately preceding the day in question and (z) if there is no active public market, the fair market value thereof, determined as provided in clause (B) above; and 
 (D) in the case of the issuance of securities convertible into, exercisable for or exchangeable for shares of Common Stock, the aggregate
consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional consideration, if any, to be received by the Company upon the conversion, exercise or exchange
thereof (the consideration in each case to be determined in the same manner as provided in clauses (A) through (C) of this paragraph 6(i)). 
 (j) All calculations under this paragraph 6 shall be made to the nearest 1/1,000th of a cent or to the nearest 1/1,000th of a share, as the case may be. 
 (k) For purposes of this paragraph 6, “Common Stock” includes any stock of any class of the Company which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company. However, subject to the provisions of paragraph 6(n) below,
shares issuable on exercise of the Warrants shall include only shares of the class designated as Common Stock of the Company on the date hereof or shares of any class or classes resulting from any reclassification thereof and which have no
preferences in respect of dividends or amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to 

  

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redemption by the Company; provided that, if at any time there shall be more than one such resulting class, the shares of each such class then so
issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications. 

(l) No adjustment in the Exercise Price shall reduce the Exercise Price below the then par value of the Common Stock. The Company hereby agrees with
each holder of Warrants that it shall not increase the par value of the Common Stock above its current par value of U.S.$0.01 per share. No adjustment in the Exercise Price need be made under paragraphs 6(a), 6(b) and 6(d) above if the Company
issues or distributes to each registered holder of Warrants the shares of Common Stock, evidences of indebtedness, assets or other property, rights, options or warrants referred to in those paragraphs which each registered holder would have been
entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with respect thereto and the Company will be required to make such issuance or distribution if the resulting adjustment would reduce the
Exercise Price below the then par value of the Common Stock. 
 (m) Whenever the Exercise Price is adjusted pursuant to paragraphs 6(a),
6(b), 6(c), 6(f) or 6(g) above, (A) the number of Warrant Shares purchasable upon exercise of any Warrant shall be adjusted by multiplying such number of Warrant Shares by a fraction the numerator of which is the Exercise Price immediately
prior to such adjustment and the denominator of which is the Exercise Price immediately after such adjustment and (B) the Company shall promptly mail to registered holders of Warrants, first class, postage prepaid, a notice of the adjustment
together with a certificate from the Company’s chief financial officer briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. 

(n) If: 
 (A) the Company
takes any action which would require an adjustment in the Exercise Price pursuant to this paragraph 6; 
 (B) the Company
consolidates or merges with, or transfers all or substantially all of its assets to, another corporation, and stockholders of the Company must approve the transaction; or 
 (C) there is a dissolution or liquidation of the Company; 
 the Company shall mail to registered holders of the Warrants, first class, postage prepaid, a notice stating the proposed record or effective date, as the case may be. The Company shall mail the notice at least 5 days
before such proposed record or effective date. However, failure to mail the notice or any defect in it shall not affect the validity of any transaction referred to in clause (A), (B) or (C) of this paragraph 6(n). 
  

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 (o) In the case of any consolidation of the Company or the merger of the Company with or into any other
entity or the sale or transfer of all or substantially all the assets of the Company pursuant to which the Company’s Common Stock is converted into other securities, cash or assets or other property, upon consummation of such transaction, each
Warrant shall automatically thereafter become exercisable for the kind and amount of securities, cash or other assets or other property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock
into which such Warrant might have been converted immediately prior to such consolidation, merger, transfer or sale (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount of
consideration receivable per share by a plurality of non-electing shares). Appropriate adjustment (as determined by the Board) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of
the holders of Warrants, to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustment of the Exercise Price and the number of shares of Common Stock issuable upon the exercise of the Warrants)
shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or assets or property thereafter deliverable upon the exercise of Warrants. If this paragraph 6(o) applies to any transaction,
paragraphs 6(a), 6(c) and 6(e) do not apply to such transaction. 
 (p) In any case in which this paragraph 6 shall require that an
adjustment as a result of any event become effective from and after a record date, the Company may elect to defer until after the occurrence of such event the issuance to the holder of any Warrants exercised after such record date and before the
occurrence of such event of the additional shares of Common Stock issuable upon such conversion over and above the shares issuable on the basis of the Exercise Price and number of Warrant Shares in effect immediately prior to adjustment;
provided, however, that if such event shall not have occurred and authorization of such event shall be rescinded by the Company, the Exercise Price and number of Warrant Shares shall be recomputed immediately upon such recission to the
price that would have been in effect had such event not been authorized, provided that such recission is permitted by and effective under applicable laws. 
 (q) If any event occurs as to which the foregoing provisions of this paragraph 6 are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the Board, fairly and adequately
protect the purchase rights of the Warrants in accordance with the essential intent and principles of such provisions, then the Board shall make such adjustments in the application of such provisions, in accordance with such essential intent and
principles, as shall be reasonably necessary, in the good faith opinion of the Board, to protect such purchase rights as aforesaid. 
 7.
Exchange and Replacement of Warrant Certificates. Each Warrant Certificate is exchangeable without expense, upon the surrender thereof by the registered holder 

  

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thereof at the principal executive office of the Company, for a new Warrant Certificate of like tenor and date representing in the aggregate the right to
purchase the same number of Warrant Shares in such denominations as shall be designated by the registered holder thereof at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of any Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon
surrender and cancellation of such Warrant Certificate, if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor, in lieu thereof. 
 8. Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the initial issuance of the Warrants and of the Warrant Shares upon the exercise of Warrants; provided,
however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of
the registered holder of such Warrant Certificate, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid. 
 9. Statement on
Warrants. Irrespective of any adjustment in the number or kind of shares issuable upon the exercise of the Warrants or the Exercise Price, Warrant Certificates theretofore or thereafter issued may continue to express the same number and kind of
shares and the same Exercise Price as are stated in the Warrant Certificates initially issuable pursuant to this Agreement. 
 10.
Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered by hand or sent by facsimile transmission (with receipt confirmed), or, if timely
delivered to an air courier guaranteeing overnight delivery service, on the next business day, or five business days after being deposited in the mail, first class, certified or registered, postage prepaid, return receipt requested, in each case
addressed as follows (or to such other place or places as either of the parties shall designate by written notice to the other): 
  

	 	(i)	if to a registered holder, to the address set forth on the Warrant Register maintained by the Company; and 

  

	 	(ii)	if to the Company, to: 

 Freescale Holdings (Bermuda) I,
Ltd. 
 Clarendon House 
 2 Church
Street 
 Hamilton HM 11, Bermuda 
 Facsimile: 
 Attention: 
  

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 in the case of (i) or (ii) with copies to: 
 Skadden, Arps, Slate, Meagher & Flom LLP 
 Four Times Square 
 New York, NY 10036 
 Facsimile: (212) 735-2000 
 Attention: Peter Atkins 
                  Mark Smith 
                  Allison Schneirov 
 11. Amendment. The Company with the consent of the registered holders of the unexercised Warrants evidencing at least a majority of the Warrant
Shares underlying the unexercised Warrants may amend or supplement this Agreement or waive compliance by the Company in a particular instance with any provision of this Agreement; provided that without the consent of each registered holder
affected, no such amendment shall (with respect to Warrants held by a non-consenting registered holder) increase the Exercise Price or decrease the number of Warrant Shares issuable upon exercise of any Warrant. 
 12. Successors. Except as otherwise provided herein, all the covenants and provisions of this Agreement by or for the benefit of the Company and
the registered holders of the Warrants shall inure to the benefit of their respective successors and assigns hereunder. 
 13. Governing
Law. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be construed in accordance with the laws of such State (without regard to
the conflicts of law principles thereof). 
 14. Benefits of This Agreement. Nothing in this Agreement shall be construed to give to
any person other than the Company and the registered holders of the unexercised Warrant Certificates any legal or equitable right, remedy or claim under this Agreement, and this Agreement shall be for the sole and exclusive benefit of the Company
and such registered holders. Prior to the exercise of the Warrants, no holder of a Warrant Certificate, as such, shall be entitled to any rights of a stockholder of the Company, including, without limitation, the right to receive dividends or
subscription rights, the right to vote, to consent, to exercise any preemptive right, to receive any notice of meetings of stockholders for the election of directors of the Company or any other matter or to receive any notice of any proceedings of
the Company, except as may be specifically provided for herein. The holders of the Warrants are not entitled to share in the assets of the Company in the event of the liquidation, dissolution or winding up of the Company’s affairs. 

 

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 15. Counterparts. This Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and such counterparts shall together constitute one and the same instrument. 
 16. Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. 
 17. Remedies. The Company and the holder hereof each stipulates that the remedies at law of each party hereto in the event of any default or
threatened default by the other party in the performance or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for
the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. 
 18. Severability. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid, illegal or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall
affect in that jurisdiction only such clause or provision, or part thereof, and shall not in any manner affect such clause or provision in any other jurisdiction or any other clause or provision of this Agreement in any jurisdiction. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be duly executed as of the
day and year first above written. 
  

			
	FREESCALE HOLDINGS (BERMUDA) I, LTD.
		
	By:	 	/s/ Paul C. Schorr IV
	Name:	 	 Paul C. Schorr IV 

	Title:	 	 President

	
	FREESCALE HOLDINGS L.P.
	
	 By: Freescale Holdings GP, Ltd., as its General
 Partner

		
	By:	 	/s/ Paul C. Schorr IV
	Name:	 	 Paul C. Schorr IV 

	Title:	 	 President



  

 14 









 EXHIBIT A 
 [FORM OF WARRANT CERTIFICATE] 
 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR
ENCUMBERED WITHOUT COMPLIANCE WITH THE PROVISIONS OF, AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER AND THIS WARRANT. A COPY OF THE FORM OF SAID WARRANT AGREEMENT IS
ON FILE WITH THE SECRETARY OF VANGUARD HEALTH SYSTEMS, INC. 
 THE TRANSFER OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH
THE WARRANT AGREEMENT REFERRED TO HEREIN. 
 No. WB- 
 WARRANT CERTIFICATE 
 This Warrant Certificate certifies that, for value received,
                     having an address at
                     (“Holder”), is the registered holder of Class B warrants (the “Warrants”) to purchase, at any time
and from time to time after the date hereof, up to [                    ] fully-paid and non-assessable shares (subject to adjustment in
certain events) of Common Stock, U.S.$0.01 par value (“Common Stock”), of FREESCALE HOLDINGS (BERMUDA) I, LTD., a Bermuda exempted company limited by shares (the “Company”), at the exercise price per share of U.S.$14.00, subject
to adjustment in certain events (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the
Company, but subject to the terms and conditions set forth herein and in the Warrant Agreement dated as of [                    ], 2006
between the Company and the Initial Holder (the “Warrant Agreement”). Payment of the Exercise Price shall be made, at the option of the Holder (i) in cash, (ii) by wire transfer payable to the order of the Company, or
(iii) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares that would otherwise be issuable upon a cash exercise of this Warrant less that number of Warrant Shares having a current
market price (as defined in paragraph 3(b) of the Warrant Agreement) 

  

 A-1 









 
equal to the aggregate Exercise Price that would otherwise have been paid by such holder for the number of Warrant Shares with respect to which this Warrant
is being exercised. 
 This Warrant may be exercised at such times and in such amounts as are provided for in the Warrant Agreement.

 The Warrants evidenced by this Warrant Certificate are issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words
“holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder(s) hereof upon written request directed to the Company. 
 The Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and the type and/or number of the Company’s securities
issuable upon exercise of the Warrants may, subject to certain conditions, be adjusted. 
 Upon due presentment for registration of transfer
of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to
paragraph 8 of the Warrant Agreement. 
 Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall
forthwith issue to the holder hereof a new Warrant Certificate representing such numbered of unexercised Warrants. 
 The Company may deem
and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof and of any distribution to the
holder(s) hereof and for all other purposes, and the Company shall not be affected by any notice to the contrary. 
 All terms used in this
Warrant Certificate which are not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. 
  

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 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its
corporate seal. 
 Dated: [                    ],
2006 
  

			
	FREESCALE HOLDINGS (BERMUDA) I, LTD.
		
	By:	 	  
		 	Name:
		 	Title:


  

 A-3 









 [FORM OF ASSIGNMENT] 
 (To be executed by the registered holder if such holder 
 desires to transfer the Warrant Certificate.)

 FOR VALUE RECEIVED,
                     hereby sells, assigns and transfers
unto                    , whose address is
                    , this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute
and appoint                     , Attorney to transfer the within Warrant Certificate on the books of the within-named Company, with full
power of substitution. 
  

									
					
	Dated:	 		 		 	Signature:	 	  
				
		 		 		 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.)
				
		 		 		 	  
		 		 		 	(Insert Social Security or Other Identifying Number of Holder)











 [FORM OF ELECTION TO PURCHASE] 
 The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase
                     shares of Common Stock and herewith: (choose one by marking “X” in the space provided) 
                      tenders payment for such
shares, to the order of FREESCALE HOLDINGS (BERMUDA) I, LTD., in the amount of $                     in accordance with the terms of the
Warrant Agreement. 
                      requests that such exercise be on a net basis in accordance with the terms of the Warrant Agreement. 

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of
                                        
                    , whose address is
                                        
                     and that such certificate be delivered to
                                        
                     whose address is
                                        
                    . 
  

									
	Dated:	 		 	Signature:	 	  
				
		 		 		 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.)
				
		 		 		 	  
		 		 		 	(Insert Social Security or Other Identifying Number of Holder)