Form of Preferred Share Purchase Rights Agreement



 Exhibit 4.3 
  

  
 FREESCALE SEMICONDUCTOR, INC. 
  
 and 
  
 MELLON INVESTOR SERVICES LLC 
  
 Form of Rights Agreement 
  
 Dated as of
                        , 2004 
  








 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page
Number


	 Section 1.
	 	Definitions	  	1
			
	 Section 2.
	 	Appointment of Rights Agent	  	7
			
	 Section 3.
	 	Issue of Right Certificates	  	7
			
	 Section 4.
	 	Form of Right Certificates	  	10
			
	 Section 5.
	 	Countersignature and Registration	  	10
			
	 Section 6.
	 	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates	  	11
			
	 Section 7.
	 	Exercise of Rights; Purchase Price; Expiration Date of Rights	  	13
			
	 Section 8.
	 	Cancellation and Destruction of Right Certificates	  	15
			
	 Section 9.
	 	Availability of Preferred Shares	  	15
			
	 Section 10.
	 	Preferred Shares Record Date	  	16
			
	 Section 11.
	 	Adjustment of Purchase Price, Number of Shares or Number of Rights	  	17
			
	 Section 12.
	 	Certificate of Adjusted Purchase Price or Number of Shares	  	27
			
	 Section 13.
	 	Consolidation, Merger or Sale or Transfer of Assets or Earning Power	  	28
			
	 Section 14.
	 	Fractional Rights and Fractional Shares	  	30
			
	 Section 15.
	 	Rights of Action	  	32
			
	 Section 16.
	 	Agreement of Right Holders	  	32
			
	 Section 17.
	 	Right Certificate Holder Not Deemed a Stockholder	  	33
			
	 Section 18.
	 	Concerning the Rights Agent	  	33
			
	 Section 19.
	 	Merger or Consolidation or Change of Name of Rights Agent	  	34

  

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	 	 	 	  	Page
Number


	 Section 20.
	 	Duties of Rights Agent	  	35
			
	 Section 21.
	 	Change of Rights Agent	  	39
			
	 Section 22.
	 	Issuance of New Right Certificates	  	40
			
	 Section 23.
	 	Redemption	  	40
			
	 Section 24.
	 	Exchange	  	41
			
	 Section 25.
	 	Notice of Certain Events	  	44
			
	 Section 26.
	 	Notices	  	45
			
	 Section 27.
	 	Supplements and Amendments	  	46
			
	 Section 28.
	 	Successors	  	48
			
	 Section 29.
	 	Benefits of this Agreement	  	48
			
	 Section 30.
	 	Severability	  	48
			
	 Section 31.
	 	Governing Law	  	48
			
	 Section 32.
	 	Counterparts	  	49
			
	 Section 33.
	 	Descriptive Headings	  	49
			
	 Signatures
	 	 	  	52

  

			
	 Annex A –
	 	Form of Certificate of Designations
		
	 Annex B –
	 	Form of Class A Right Certificate
		
	 Annex C –
	 	Form of Class B Right Certificate

  

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 Agreement, dated as of
                                , 2004, between Freescale Semiconductor, Inc., a
Delaware corporation (the “Company”), and Mellon Investor Services LLC, as rights agent (the “Rights Agent”). 
  
 The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a “Class A Right”)
for each Class A Common Share (as hereinafter defined) of the Company outstanding on             , 2004 (the “Record Date”) and a dividend of one preferred
share purchase right (a “Class B Right”) for each Class B Common Share (as hereinafter defined) of the Company outstanding on the Record Date (the Class A Rights and Class B Rights together, the “Rights”), each
Right representing the right to purchase one one-hundredth of a Preferred Share (as hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Class A Right with
respect to each Class A Common Share and one Class B Right with respect to each Class B Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date
(as such terms are hereinafter defined). 
  
 Accordingly, in
consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 
  
 Section 1. Definitions. For purposes of this Agreement, the following terms have the meanings indicated: 
  
 (a) “Acquiring Person” shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of (i) 15% or more of the Class A Common Shares then outstanding, (ii) 15% or more of the Class B Common Shares then 







 outstanding, or (iii) any combination of Class A Common Shares and Class B Common Shares representing 15% or more of the
Common Shares then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or any Subsidiary of the Company, (iv) any entity holding Common Shares for or pursuant to the
terms of any such plan, or (v) Motorola, Inc., a Delaware corporation, or any Affiliate of Motorola, Inc. Notwithstanding the foregoing, no Person shall become an “Acquiring Person” as the result of an acquisition of Common Shares by the
Company which, by reducing the number of Common Shares outstanding, increases the proportionate number of Common Shares beneficially owned by such Person to (i) 15% or more of the Class A Common Shares then outstanding, (ii) 15% or more of the Class
B Common Shares then outstanding, or (iii) 15% or more of the Common Shares then outstanding; provided, however, that, if a Person shall become the Beneficial Owner of (i) 15% or more of the Class A Common Shares then outstanding, (ii)
15% or more of the Class B Common Shares then outstanding, or (iii) any combination of Class A Common Shares and Class B Common Shares representing 15% or more of the Common Shares then outstanding by reason of share purchases by the Company and
shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares, then such Person shall be deemed to be an “Acquiring Person.” Notwithstanding the foregoing, if the Board of Directors of the
Company determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such Person would no longer be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an
“Acquiring Person” for any purposes of this Agreement. 
  

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 (b) “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. 
  
 (c) “Associate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act as
in effect on the date of this Agreement. 
  
 (d) A Person shall be
deemed the “Beneficial Owner” of and shall be deemed to “Beneficially Own” any securities: 
  
 (i) which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly; 
  
 (ii) which such Person or any of such Person’s
Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than these Rights), warrants or options, or otherwise;
provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s
Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, any security if the agree- 
  

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 ment, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or
consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D
under the Exchange Act (or any comparable or successor report); or 
  
 (iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (other than
customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to Section
1(d)(ii)(B) hereof) or disposing of any securities of the Company. 
  
 Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase “then outstanding,” when used with reference to a Person’s Beneficial Ownership of securities of the Company, shall mean the
number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder. 
  
 (e) “Business Day” shall mean any day other than a Saturday,
a Sunday, or a day on which banking institutions in the States of New York or Texas are authorized or obligated by law or executive order to close. 
  

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 (f) “Close of Business” on any given date shall mean 5:00 P.M., Texas time, on such
date; provided, however, that, if such date is not a Business Day, it shall mean 5:00 P.M., Texas time, on the next succeeding Business Day. 
  
 (g) “Class A Common Shares” shall mean the shares of Class A Common Stock, par value $.01 per share, of the Company. 
  
 (h) “Class A Right Certificate” shall have the meaning set
forth in Section 3(a) hereof. 
  
 (i) “Class B Common
Shares” shall mean the shares of Class B Common Stock, par value $.01 per share, of the Company. 
  
 (j) “Class B Right Certificate” shall have the meaning set forth in Section 3(a) hereof. 
  
 (k) “Common Shares” when used in reference to the Company
shall mean the Class A Common Shares and Class B Common Shares. “Common Shares” when used with reference to any Person other than the Company shall mean the capital stock (or equity interest) with the greatest voting power of such other
Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person. 
  
 (l) “Distribution Date” shall have the meaning set forth in Section 3(a) hereof. 
  
 (m) “Exchange Act” shall mean the Securities Exchange Act of
1934, as amended. 
  
 (n) “Exchange Ratio” shall
have the meaning set forth in Section 24(a) hereof. 
  

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 (o) “Final Expiration Date” shall have the meaning set forth in Section 7(a) hereof.

  
 (p) “NASDAQ” shall mean the National
Association of Securities Dealers, Inc. Automated Quotation System. 
  
 (q) “Person” shall mean any individual, firm, corporation, limited liability company, partnership, joint venture, bank, trust or other entity, and shall include any successor (by merger or otherwise) of such entity.

  
 (r) “Preferred Shares” shall mean shares of
Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Annex A. 
  
 (s) “Purchase Price” shall have the meaning set forth in
Section 4 hereof. 
  
 (t) “Record Date” shall
have the meaning set forth in the second paragraph hereof. 
  
 (u)
“Redemption Date” shall have the meaning set forth in Section 7(a) hereof. 
  
 (v) “Redemption Price” shall have the meaning set forth in Section 23(a) hereof. 
  
 (w) “Right” shall have the meaning set forth in the second paragraph hereof. 
  
 (x) “Right Certificate” shall have the meaning set forth in
Section 3(a) hereof. 
  

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 (y) “Security” shall have the meaning set forth in Section 11(d)(i) hereof. 

 
 (z) “Shares Acquisition Date” shall mean the first date
of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  
 (aa) “Subsidiary” of any Person shall mean
any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person. 
  
 (bb) “Trading Day” shall have the meaning set forth in Section 11(d) hereof. 
  
 Section 2. Appointment of Rights Agent. The Company hereby appoints
the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall, prior to the Distribution Date, also be the holders of the Common Shares) in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable. 
  
 Section 3. Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date
or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of 
  

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 any such plan) of a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial
Owner of (A) 15% or more of the then outstanding Class A Common Shares, (B) 15% or more of the then outstanding Class B Common Shares, or (C) any combination of Class A Common Shares and Class B Common Shares representing 15% or more of the then
outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights
will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by
separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. As soon as practicable after the Rights Agent receives notice of a Distribution
Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of
Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Class A Right Certificate, in substantially the form of Annex B hereto (a “Class A Right
Certificate”), evidencing one Class A Right for each Class A Common Share so held, and a Class B Right Certificate, in substantially the form of Annex C hereto (a “Class B Right Certificate,” together with the Class A Right
Certificate, the “Right Certificates”), evidencing one Class B Right for each Class B Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. 
  
 Certificates for Class A Common Shares which become outstanding (including,
without limitation, reacquired Class A Common Shares referred to in the 
  

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 last sentence of this paragraph (c)) on or after the Record Date but prior to the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: 
  
 This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between Freescale Semiconductor, Inc. and
Mellon Investor Services LLC, dated as of             , 2004, as it may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal executive offices of Freescale Semiconductor, Inc. Under certain circumstances, as set forth in the Agreement, such Class A Rights (as defined in the Agreement) will be evidenced by
separate certificates and will no longer be evidenced by this certificate. Freescale Semiconductor, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in
the Agreement, Class A Rights beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. 
  
 Certificates for Class B Common Shares which become outstanding (including, without limitation, reacquired Class B Common Shares referred to
in the last sentence of this paragraph (c)) on or after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them
the following legend: 
  
 This certificate also evidences and
entitles the holder hereof to certain rights as set forth in an Agreement between Freescale Semiconductor, Inc. and Mellon Investor Services LLC, dated as of             ,
2004, as it may be amended from time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Freescale Semiconductor, Inc. Under certain
circumstances, as set forth in the Agreement, such Class B Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Freescale Semiconductor, Inc. will mail to the holder of
this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Class B Rights beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as
defined in the Agreement) become null and void. 
  
 With respect to such
certificates containing the foregoing legends, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates 
  

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 shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also
constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution
Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. 

 
 Section 4. Form of Right Certificates. The Right Certificates (and
the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Annex B and Annex C hereto, and may have such marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made
pursuant thereto or with any applicable rule or regulation of any stock exchange or the National Association of Securities Dealers, Inc., or to conform to usage. Subject to the provisions of Section 22 hereof, the Right Certificates shall entitle
the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the “Purchase Price”), but the number of
such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein. 
  
 Section 5. Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, any of its Vice Presidents or its Treasurer, either manually or by facsimile signature, 
  

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 shall have affixed thereto the Company’s seal or a facsimile thereof, and shall be attested by the Secretary or an
Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company
who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by
the Rights Agent and issued and delivered by the Company with the same force and effect as though the individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf
of the Company by any individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such individual
was not such an officer. 
  
 Following the Distribution Date, the
Rights Agent will keep or cause to be kept, at its office designated for such purposes, books or electronic records for registration and transfer of the Right Certificates issued hereunder. Such books or electronic records shall show the names and
addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates. 
  
 Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right
Certificates. Subject to the provisions of Section 14 hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the earlier of the Redemption Date or the Final Expiration Date, any


  

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Right Certificate or Right Certificates (other than Right Certificates representing Rights that have become null and void pursuant to Section 11(a)(ii)
hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates entitling the registered holder to purchase a like number of one one-hundredths
of a Preferred Share as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make
such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such purpose. Thereupon the
Rights Agent shall countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. Neither the Rights Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have duly and properly completed and signed the certificate contained in the form of assignment on the reverse side of such Rights
Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request. Thereupon the Rights
Agent shall, subject to Sections 7(e), 14 and 24 hereof, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. 
  
 Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of 

  

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loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company’s request, reimbursement to the Company and
the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor to the Rights
Agent for delivery to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated. 
  
 Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed,
to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i)
the Close of Business on July         , 2014 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption
Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. 
  
 (b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $200, and
shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. 
  
 (c) Upon receipt of a Right Certificate representing exercisable Rights, with
the form of election to purchase duly executed, accompanied by payment of the Purchase Price 

  

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for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance
with Section 9 hereof by certified check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares certificates for the
number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of one
one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company
hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly after
receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder; and (iv) when
appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. 
  
 (d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing
Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to registered holder of such Right Certificate or to such holder’s duly authorized assigns, subject to the provisions of Section 14 hereof. 
  
 (e) Notwithstanding anything in this Agreement to the contrary, neither the
Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered 

  

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holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall, in addition to having complied with
the requirements of Section 7(a), have (i) duly and properly completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise and (ii) provided
such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. 
  
 Section 8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of
exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all cancelled Right Certificates to the Company, or shall, at the written request of the
Company, destroy such cancelled Right Certificates, and, in such case, shall deliver a certificate of destruction thereof to the Company. 
  
 Section 9. Availability of Preferred Shares. The Company covenants and agrees that it will cause to be reserved and kept available out of its
authorized and unissued Preferred Shares or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company
covenants and agrees that it will take all such action as may be necessary 

  

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to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject
to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. 
  
 The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be
payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or
delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights
surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right
Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax is due. 
  
 Section 10. Preferred Shares Record Date. Each Person in whose name any certificate for Preferred Shares is issued upon the exercise of Rights
shall for all purposes be deemed to have become the holder of record of the Preferred Shares represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that, if the date of such surrender and payment is a date upon which the Preferred Shares transfer books of the Company are closed, such
Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares transfer books of the Company are 
  

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 open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to
any rights of a holder of Preferred Shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein. 
  
 Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Preferred Shares covered by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11. 
  
 (a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding
Preferred Shares into a smaller number of Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or
reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of
shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Shares transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination or reclassification; provided, how- 
  

 -17- 








 ever, that in no event shall the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. 
  
 (ii) Subject to Section 24 hereof, in the event any Person becomes an Acquiring Person, each holder of a Class A Right and each holder of a Class B Right,
respectively, shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in
accordance with the terms of this Agreement and in lieu (in both cases) of Preferred Shares, such number of Class A Common Shares and Class B Common Shares, respectively, as shall equal the result obtained by (A) multiplying the then current
Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of such class of Common Shares (determined pursuant to
Section 11(d) hereof) for which a Right is exercisable on the date of the occurrence of such event. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which
would eliminate or diminish the benefits intended to be afforded by the Rights. 
  
 From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be null and void without
further action, and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 hereof that represents Rights beneficially owned
by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the trans- 
  

 -18- 








 fer of any Rights to an Acquiring Person whose Rights would be null and void without further action pursuant to the
preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and
void without further action pursuant to the preceding sentence shall be cancelled. 
  
 (iii) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with subparagraph (ii) above, the
Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to
authorize such additional Common Shares, the Company shall substitute, for each Class A Common Share or Class B Common Share that would otherwise be issuable upon exercise of a Right, a number of Preferred Shares or fraction thereof such that the
current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Class A Common Share or Class B Common Share, respectively, as of the date of issuance of such
Preferred Shares or fraction thereof. 
  
 (b) In case the Company
shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares
having the same rights, privileges and preferences as the Preferred Shares (“equivalent preferred shares”)) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or equivalent
preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the then current 
  

 -19- 








 per share market price of the Preferred Shares (as defined in Section 11(d)) on such record date, the Purchase Price to
be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record date
plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be
offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or equivalent preferred shares to be offered
for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and holders of the Rights.
Preferred Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and, in the event that such
rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. 
  
 (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares
(including any such distribution made in connection 
  

 -20- 








 with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of
indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then-current per share market price of the Preferred Shares on such record date,
less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and holders of the Rights)
of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such then-current per share market price of the
Preferred Shares on such record date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company to be issued
upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and, in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would
then be in effect if such record date had not been fixed. 
  
 (d)
(i) For the purpose of any computation hereunder, the “current per share market price” of any security (a “Security” for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive Trading Days immediately prior to such date; provided, however, that, in the event that the current per share market price of the Security is determined during a period
following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security 
  

 -21- 








 payable in shares of such Security or Securities convertible into such shares, or (B) any subdivision, combination or
reclassification of such Security and prior to the expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the
current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, reported at or prior to 4:00 P.M.
Eastern time or, in case no such sale takes place on such day, the average of the bid and asked prices, regular way, reported as of 4:00 P.M. Eastern time, in either case, as reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted price
reported at or prior to 4:00 P.M. Eastern time or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported as of 4:00 P.M. Eastern time by NASDAQ or such other system then in use, or, if on any
such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. The term
“Trading Day” shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business, or, if the Security is not listed or admitted to
trading on any national securities exchange, a Business Day. 
  

 -22- 








 (ii) For the purpose of any computation hereunder, the “current per share market price” of the
Preferred Shares shall be determined in accordance with the method set forth in Section 11(d)(i). If the Preferred Shares are not publicly traded, the “current per share market price” of the Preferred Shares shall be conclusively deemed to
be the current per share market price of the Class A Common Shares as determined pursuant to Section 11(d)(i) hereof (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof),
multiplied by one hundred. If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, “current per share market price” shall mean the fair value per share as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. 
  
 (e) No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase
Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall
be made to the nearest cent or to the nearest one one-millionth of a Preferred Share or one ten-thousandth of any other share or security as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this
Section 11 shall be made no later than the earlier of (i) three years from the date of the transaction which requires such adjustment or (ii) the date of the expiration of the right to exercise any Rights. 
  
 (f) If, as a result of an adjustment made pursuant to Section 11(a) hereof,
the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Preferred Shares, thereafter the number of such other shares so receivable upon exercise of any Right shall be
subject to adjustment from time to time in a man- 
  

 -23- 








 ner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Shares contained in
Section 11(a) through (c) hereof, inclusive, and the provisions of Sections 7, 9, 10 and 13 hereof with respect to the Preferred Shares shall apply on like terms to any such other shares. 
  
 (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall
evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a Preferred Share purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.

  
 (h) Unless the Company shall have exercised its election as
provided in Section 11(i) hereof, upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c) hereof, each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence
the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a Preferred Share (calculated to the nearest one one-millionth of a Preferred Share) obtained by (A) multiplying (x) the number of one one-hundredths of a
share covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (B) dividing the product so obtained by the Purchase Price in effect immediately after
such adjustment of the Purchase Price. 
  
 (i) The Company may
elect, on or after the date of any adjustment of the Purchase Price, to adjust the number of Rights in substitution for any adjustment in the number of one one-hundredths of a Preferred Share purchasable upon the exercise of a Right. Each of the
Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of one one-hundredths of a Preferred Share for which a Right was exercisable immedi- 
  

 -24- 








 ately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become
that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section 14 hereof,
the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held
by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be
distributed shall be issued, executed and countersigned in the manner provided for herein, and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement. 
  
 (j) Irrespective of any adjustment or change in the Purchase Price or in the
number of one one-hundredths of a Preferred Share issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price 
  

 -25- 








 and the number of one one-hundredths of a Preferred Share which were expressed in the initial Right Certificates issued
hereunder. 
  
 (k) Before taking any action that would cause an
adjustment reducing the Purchase Price below one one-hundredth of the then par value, if any, of the Preferred Shares issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue fully paid and nonassessable Preferred Shares at such adjusted Purchase Price. 
  
 (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified
event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date of the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such
exercise over and above the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the
Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment. 
  
 (m) Anything in this Section 11 to the contrary notwithstanding, the Company
shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it, in its sole discretion, shall determine to be advisable in order that any
consolidation or subdivision of the Preferred Shares, issuance wholly for cash of any Preferred Shares at less than the current market price, issuance wholly for cash of Preferred Shares or securities which by their terms are convertible into or
exchangeable 

  

 -26- 








 
for Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or issuance of rights, options or warrants referred to in Section 11(b)
hereof, hereafter made by the Company to holders of the Preferred Shares shall not be taxable to such stockholders. 
  
 (n) In the event that, at any time after the date of this Agreement and prior to the Distribution Date, the Company shall (i) declare or pay any dividend
on the Common Shares payable in Common Shares, or (ii) effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares) into a greater or lesser number of Common
Shares, then, in any such case, (A) the number of one one-hundredths of a Preferred Share purchasable after such event upon proper exercise of each Right shall be determined by multiplying the number of one one-hundredths of a Preferred Share so
purchasable immediately prior to such event by a fraction, the numerator of which is the number of Common Shares outstanding immediately before such event and the denominator of which is the number of Common Shares outstanding immediately after such
event, and (B) each Common Share outstanding immediately after such event shall have issued with respect to it that number of Rights which each Common Share outstanding immediately prior to such event had issued with respect to it. The adjustments
provided for in this Section 11(n) shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected. 
  
 Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made or any event
affecting the Rights or their exercisability (including, without limitation, an event which causes Rights to become null and void) occurs as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment or describing 

  

 -27- 








 
such event, (b) file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Securities and Exchange
Commission a copy of such certificate and (c) if such adjustment occurs at any time after the Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof. Notwithstanding the foregoing
sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying
on any such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to and shall not be deemed to have knowledge of such adjustment or event unless and until it shall have received such
certificate. 
  
 Section 13. Consolidation, Merger or Sale or
Transfer of Assets or Earning Power. In the event, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person, (b) any Person shall
consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged
for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions,
assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such
case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a 

  

 -28- 








 
price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in
accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (A)
multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such
other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such
consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps
(including, but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to the Common Shares of the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless, prior
thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such
transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended 

  

 -29- 








 
to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

  
 Section 14. Fractional Rights and Fractional Shares.
(a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Class A Right
Certificates or the Class B Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Class A Right or Class B Right, as the case
may be. For the purposes of this Section 14(a), the current market value of a whole Class A or Class B Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Class A or Class B
Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case, as
reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Class A or Class B Rights are not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not
listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use
or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors 

  

 -30- 








 
of the Company. If on any such date no such market maker is making a market in the Rights, the fair value of the Class A or Class B Rights on such date as
determined in good faith by the Board of Directors of the Company shall be used. 
  
 (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute
certificates which evidence fractional Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may,
at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided that such agreement shall provide that the holders of such depositary
receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of
one one-hundredth of a Preferred Share, the Company shall pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one
Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day
immediately prior to the date of such exercise. 
  
 (c) The holder
of a Right, by the acceptance of the Right, expressly waives such holder’s right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above). 
  

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 Section 15. Rights of Action. All rights of action in respect of this Agreement, excepting the
rights of action given to the Rights Agent hereunder and are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares); and any registered holder of any
Right Certificate (or, prior to the Distribution Date, of the Common Shares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Shares), may, in such
holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, such holder’s right to exercise the Rights
evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach by the Company of this Agreement, and will be entitled to specific performance of the obligations by the Company under, and injunctive relief against actual or threatened violations of the
obligations of any Person subject to, this Agreement. 
  
 Section
16. Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: 
  
 (a) prior to the Distribution Date, the Rights will be transferable only in
connection with the transfer of the Common Shares; 
  
 (b) after
the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated 

  

 -32- 








 
for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and

  
 (c) the Company and the Rights Agent may deem and treat the
person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or
writing on the Right Certificate or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the
contrary. 
  
 Section 17. Right Certificate Holder Not Deemed a
Stockholder. No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on
the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company or any right
to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as
provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof. 
  
 Section 18. Concerning the Rights Agent. The Company agrees to pay to
the Rights Agent reasonable compensation for all services rendered by it hereunder, and, from time 

  

 -33- 








 
to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense incurred without negligence, bad faith or willful
misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the
premises. 
  
 The Rights Agent shall be protected and shall incur
no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other
securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed,
executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. 
  
 Section 19. Merger or Consolidation or Change of Name of Rights Agent. Any Person into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock
transfer or business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto;
provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. In case 

  

 -34- 








 
at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned
but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and, in case at that time any of the Right Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and, in all such cases, such Right Certificates shall have the full
force provided in the Right Certificates and in this Agreement. 
  
 In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and
deliver Right Certificates so countersigned; and, in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or in its changed name; and, in
all such cases, such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement. 
  
 Section 20. Duties of Rights Agent. The Rights Agent undertakes to perform only the duties and obligations expressly imposed by this Agreement (and
no implied duties or obligations) upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound: 
  
 (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such
counsel shall be full and complete authorization 
  

 -35- 








 and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such
opinion. 
  
 (b) Whenever in the performance of its duties under
this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer or the Secretary
of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

  
 (c) The Rights Agent shall be liable hereunder to the Company
and any other Person only for its own negligence, bad faith or willful misconduct. 
  
 (d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Right Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. 
  
 (e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the
due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in
this Agreement or in any Right Certificate; nor shall it be re- 
  

 -36- 








 sponsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section
11(a)(ii) hereof) or any adjustment in the terms of the Rights (including the manner, method or amount thereof) provided for in Section 3, 11, 13, 23 or 24 hereof, or the ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after receipt by the Rights Agent of a certificate furnished pursuant to Section 12 describing such change or adjustment, upon which the Rights Agent may
rely); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Preferred Shares to be issued pursuant to this Agreement or any Right Certificate or as to whether any Preferred
Shares will, when issued, be validly authorized and issued, fully paid and nonassessable. 
  
 (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement. 
  
 (g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the
Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable
for any action taken or suffered by it in good faith in accordance with instructions of any such officer or for any delay in acting while waiting for those instructions. Any application by the Rights Agent for written instructions from the Company
may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted to be taken by the Rights Agent under this Agreement and the date on and/or 
  

 -37- 








 after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be
liable for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified in such application (which date shall not be less than five Business Days
after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking any such action (or the effective date in the case of an omission), the
Rights Agent shall have received written instructions in response to such application reasonably specifying the action to be taken, suffered or omitted. 
  
 (h) The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities
of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement.
Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity. 
  
 (i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through
its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or
misconduct, provided that reasonable care was exercised in the selection and continued employment thereof. 
  
 (j) If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form of assignment
or form of election to 
  

 -38- 








 purchase, as the case may be, has not been properly completed or executed, the Rights Agent shall not take any further
action with respect to such requested exercise or transfer without first consulting with the Company. 
  
 Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. The Company
may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by
registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the
holder of a Right Certificate (which holder shall, with such notice, submit such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a (i) Person organized and doing business under the laws of the United States or any state of the United States in good
standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined
capital 
  

 -39- 








 and surplus of at least $50 million or (ii) an Affiliate of such Person. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. 
  
 Section 22. Issuance of New Right Certificates. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or
change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. 
  
 Section 23. Redemption. (a) The Board of Directors of the Company may,
at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). The redemption of the Rights by the Board of Directors of the Company may be made
effective 
  

 -40- 








 at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion,
may establish. 
  
 (b) Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the
validity of such redemption. Within 10 days after such action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their
last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or
purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date. 
  
 Section 24. Exchange. (a) Subject to the applicable laws, rules and
regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of the Board of Directors, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have be- 
  

 -41- 








 come null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one
Class A Common Share and one Class B Common Share per Class A Right and Class B Right, respectively, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred
to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or
more of the Common Shares then outstanding. 
  
 (b) Immediately
upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and
the only right thereafter of a holder of such Rights shall be to receive that number of Class A Common Shares or Class B Common Shares equal to the number of such Class A Rights or Class B Rights, as the case may be, held by such holder multiplied
by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. The
Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected, and, in the event of any partial ex- 
  

 -42- 








 change, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based
on the number of Class A or Class B Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Class A or Class B Rights. 
  
 (c) In the event that there shall not be sufficient Common Shares issued but
not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon
exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would
otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price
of one Class A Common Share or Class B Common Share, as the case may be, as of the date of issuance of such Preferred Shares or fraction thereof. 
  
 (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu
of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current
market value of a whole Class A Common Share or Class B Common Share, as the case may be. For the purposes of this paragraph (d), the current market value of a whole Class A Common Share or Class B Common Share, as the case may be, shall be the
closing price of a Class A Common Share or Class B Common Share, as the case 
  

 -43- 








 may be (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior
to the date of exchange pursuant to this Section 24. 
  
 Section
25. Notice of Certain Events. (a) In case the Company shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Shares or to make any other distribution to
the holders of the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any
class or any other securities, rights or options, (iii) to effect any reclassification of the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger
into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or
consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a
notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by
clause (i) or (ii) above at least 20 days prior to the 
  

 -44- 








 record date for determining holders of the Preferred Shares for purposes of such action, and, in the case of any such
other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. 
  
 (b) In case the event set forth in Section 11(a)(ii) hereof shall occur, then
the Company shall, as soon as practicable thereafter, give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the
consequences of such event to holders of Rights under Section 11(a)(ii) hereof. 
  
 Section 26. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) or by facsimile transmission as follows: 
  

Freescale Semiconductor, Inc. 
 7700 West
Parmer Lane 
 Austin, TX 78729 
 Attention: Corporate Secretary 
 Facsimile No.: [            ]

  

 -45- 








 Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by
the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) or by facsimile
transmission as follows: 
  
 Mellon Investor Services LLC

 235 Montgomery Street, 23rd Floor 
 San Francisco, CA 94104 
 Facsimile No.: (415) 989-5211 
 Attention:
[                        ] 
  
 with a copy to: 
  
 Mellon Investor Services LLC 
 Overpeck Centre

 85 Challenger Road 
 Ridgefield
Park, New Jersey 07660 
 Facsimile No.:
[                        ] 
 Attention: [                        ] 
  
 Notices or demands authorized by this Agreement to be given or made by the Company or the
Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company. 

 
 Section 27. Supplements and Amendments. The Company may from time
to time supplement or amend this Agreement without the approval of any holders of Right Certificates subject to the other terms and conditions of this Agreement in order to cure any ambiguity, to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provisions herein, to shorten or lengthen any time period hereunder or to make any other provisions with respect to the Rights which the Company may deem necessary or desirable, any such
supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any
manner which would adversely affect the interests of the holders of Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement (A) to make the provisions of
this Agreement inapplicable to a particular transaction 
  

 -46- 








 by which a Person would otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this
Agreement as they may apply with respect to any such transaction, and; (B) to lower the thresholds set forth in Section 1(a) and 3(a) hereof to not less than (i) 10% or more of the Class A Common Shares then outstanding, (ii) 10% or more of the
Class B Common Shares then outstanding, or (iii) any combination of Class A Common Shares and Class B Common Shares representing 10% or more of the Common Shares then outstanding (the “Reduced Threshold”); provided,
however, that no Person who beneficially owns a number of Class A Common Shares, Class B Common Shares or a combination of Class A and Class B Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person
because of such Amendment unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Class A Common Shares, Class B Common Shares or combination of Class A and Class B
Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a
percentage of the outstanding Class A Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold, plus .001%, (ii) the lowest beneficial ownership of such Person as a percentage of the outstanding Class B
Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold, plus .001% or (iii) the lowest beneficial ownership of such Person as a percentage of a combination of the outstanding Class A and Class B Common
Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) .001%. Upon delivery of a certificate from an appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel,
that states that the proposed supplement or amendment is in compliance 
  

 -47- 








 with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything
contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. Prior
to the Distribution Date, the interests of the holders of the Rights shall be deemed coincident with the interests of the holders of Common Stock. 
  
 Section 28. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and
inure to the benefit of their respective successors and assigns hereunder. 
  
 Section 29. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and,
prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the
Right Certificates (and, prior to the Distribution Date, the Common Shares). 
  
 Section 30. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 
  
 Section 31. Governing Law. This Agreement and each Right Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Delaware 
  

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 and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts
to be made and performed entirely within such state. 
  
 Section
32. 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 all such counterparts shall together constitute but one and the same
instrument. 
  
 Section 33. Descriptive Headings.
Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 
  

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

									
	 Attest:
	 	 	 	 FREESCALE SEMICONDUCTOR, INC.

					
	By	 	 	 	 	 	By	 	 
	 	 	Name:	 	 	 	 	 	Name:
	 	 	Title:	 	 	 	 	 	Title:

  

									
	 Attest:
	 	 	 	 MELLON INVESTOR SERVICES LLC

					
	By	 	 	 	 	 	By	 	 
	 	 	Name:	 	 	 	 	 	Name:
	 	 	Title:	 	 	 	 	 	Title:

  

 -50- 








 Annex A 
  
 FORM 
  
 of 
  
 CERTIFICATE OF DESIGNATIONS 
  
 of 
  
 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK 
  
 of 
  
 FREESCALE SEMICONDUCTOR, INC. 
  
 (Pursuant to Section 151 of the 
 Delaware
General Corporation Law)  
  

  

Freescale Semiconductor, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the
“Corporation”), hereby certifies that, as required by Section 151 of the General Corporation Law, the following resolution was adopted on             , 2004, by the Board
of Directors of the Corporation by unanimous written consent in lieu of a meeting pursuant to Section 141(f) of the General Corporation Law and Section 3.6 of Article III of the By-Laws of the Corporation. 
  
 RESOLVED, that pursuant to the authority granted to and vested in the Board
of Directors of this Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with the provisions of the Certificate of Incorporation, the Board of Directors hereby creates a series of Preferred
Stock, par value $.01 per share, of the Corporation (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows: 
  
 Series A Junior Participating Preferred Stock: 
  
 Section 1. Designation and Amount. The shares of such series shall be
designated as “Series A Junior Participating Preferred Stock” (the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be
            . Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares
of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Stock. 
  

 A-1 








 Section 2. Dividends and Distributions. 
  
 (A) Subject to the rights of the holders of any shares of
any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value
$.01 per share, of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day
of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Class A Common Stock, par value $.01 per share, or Class B Common Stock, par value
$.01 per share (the Class A Common Stock and the Class B Common Stock together the “Common Stock”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event. 
  
 (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $1 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. 
  
 (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from
the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or unless the date of issue 

  

 A-2 








 
is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares
at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not
more than 60 days prior to the date fixed for the payment thereof. 
  
 Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights: 
  
 (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the
number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 
  
 (B) Except as otherwise provided herein, in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class
on all matters submitted to a vote of stockholders of the Corporation. 
  
 (C) Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled
to vote with holders of Common Stock as set forth herein) for taking any corporate action. 
  
 Section 4. Certain Restrictions. 
  
 (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: 
  

 A-3 








 (i) declare or pay dividends, or make any other distributions, on any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; 
  
 (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to
which the holders of all such shares are then entitled; 
  
 (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that
the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to
the Series A Preferred Stock; or 
  
 (iv) redeem
or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. 
  
 (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. 
  
 Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new
series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as
otherwise required by law. 
  
 Section 6. Liquidation,
Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided 

  

 A-4 








 
that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 
  
 Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into
an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 
  
 Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable. 
  
 Section 9. Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series of any other class of the Corporation’s Preferred Stock. 
  
 Section 10. Amendment. The Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together
as a single class. 
  

 A-5 








 IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by its
Chairman of the Board and attested by its Secretary this day of         , 2004 
  

			
		
	 	 	 
	 	 	Chairman of the Board


  
 Attest: 
  

	
	
	 
	 Secretary


  

 A-6 








 Annex B 
  
 Form of Class A Right Certificate 
  

			
	Certificate No. R-	 	         Rights

  

					
	 	 	NOT EXERCISABLE AFTER JULY         , 2014 OR EARLIER IF
REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUB-
JECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE AGREEMENT.	 	 

  
 Right Certificate

  
 FREESCALE SEMICONDUCTOR, INC. 
  
 This certifies that
                        , or registered assigns, is the registered owner of the number of Class A Rights set forth above,
each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Agreement, dated as of             , 2004 (the “Agreement”), between
Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in
the Agreement) and prior to 5:00 P.M., Texas time, on                 , 2014 at the office of the Rights Agent designated for such purpose, or at the office of
its successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the “Preferred Shares”), at a purchase price of
$         per one one-hundredth of a Preferred Share (the “Purchase Price”), upon presentation and surrender of this Class A Right Certificate with the Form of Election to Purchase duly
executed. The number of Class A Rights evidenced by this Class A Right Certificate (and the number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are
the number and Purchase Price as of             , 2004, based on the Preferred Shares as constituted at such date. As provided in the Agreement, the Purchase Price and the number of
one one-hundredths of a Preferred Share which may be purchased upon the exercise of the Class A Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. 
  
 This Class A Right Certificate is subject to all of the terms, provisions and
conditions of the Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class A Right Certificates. Copies of the Agreement are on file at the principal executive offices of the Company and the offices of the Rights
Agent. 
  
 This Class A Right Certificate, with or without other
Class A Right Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged 
  

 B-1 








 for another Class A Right Certificate or Class A Right Certificates of like tenor and date evidencing Class A Rights
entitling the holder to purchase a like aggregate number of Preferred Shares as the Class A Rights evidenced by the Class A Right Certificate or Class A Right Certificates surrendered shall have entitled such holder to purchase. If this Class A
Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class A Right Certificate or Class A Right Certificates for the number of whole Class A Rights not exercised. 
  
 Subject to the provisions of the Agreement, the Class A Rights evidenced by
this Class A Right Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Class A Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company’s Class A Common Stock, par value $.01
per share. 
  
 No fractional Preferred Shares will be issued upon
the exercise of any Class A Right or Class A Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but,
in lieu thereof, a cash payment will be made, as provided in the Agreement. 
  
 No holder of this Class A Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any
time be issuable on the exercise hereof, nor shall anything contained in the Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Agreement), or
to receive dividends or subscription rights, or otherwise, until the Class A Right or Rights evidenced by this Class A Right Certificate shall have been exercised as provided in the Agreement. 
  
 This Class A Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent. 
  

 B-2 








 WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of
                , 2004. 
  

									
	 ATTEST:
	 	 	 	 FREESCALE SEMICONDUCTOR, INC.
  

					
	 	 	 	 	 	 	By	 	 
	Name:	 	 	 	 	 	 	 	Name:
	Title:	 	 	 	 	 	 	 	Title:
	Countersigned:	 	 	 	 	 	 	 	 

  
  

			
	MELLON INVESTOR SERVICES LLC
		
	By	 	 
	 	 	Name:
	 	 	Title:

  
  
 Form of Reverse Side of Right Certificate 
  
 FORM OF ASSIGNMENT 
  
 (To
be executed by the registered holder if such 
 holder desires to transfer the Right Certificate.) 
  
 FOR VALUE RECEIVED                          hereby sells, assigns and
 transfers unto                                    
                                        
          
 _______________________________________________________________________________________________________ 
 (Please print name and
address of transferee) 
 ___________________________________________________________________________________________________________ 
 this Class A Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint
                     Attorney, to transfer the within Class A Right Certificate on the books of the within-named Company, with full power of
substitution. 
  
 Dated:
                                        
             
  

	
	
	 
	Signature


  

 B-3 








 Signature Guaranteed: 
  
 All Guarantees must be made by a financial institution (such as a bank or broker) which is a participant in the Securities
Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or the Stock Exchanges Medallion Program (“SEMP”) and must not be dated. Guarantees by a notary public
are not acceptable. 
  
 The undersigned hereby certifies that the
Class A Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). 
  

	
	
	 
	Signature


  
  
 Form of Reverse Side of Class A Right Certificate – continued 
  

 
  
 FORM OF ELECTION TO PURCHASE 
  
  
 (To be executed if holder desires to exercise 
 Class A Rights represented by the Class A Right Certificate.) 
  
 To:    FREESCALE SEMICONDUCTOR, INC. 
  
 The undersigned hereby irrevocably elects to exercise                          Class A Rights represented by this
Class A Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Class A Rights and requests that certificates for such Preferred Shares be issued in the name of: 
  
 Please insert social security 
 or other identifying number 
  
  

 (Please print name and address) 
  

 

  

 B-4 








 If such number of Class A Rights shall not be all the Class A Rights evidenced by this Class A Right Certificate, a new
Class A Right Certificate for the balance remaining of such Class A Rights shall be registered in the name of and delivered to: 
  
 Please insert social security 
 or other identifying number 
  

 (Please print name and
address) 
  

  
 Dated:                          

 
  

	
	
	 
	Signature


  
 Signature Guaranteed:

  
 All Guarantees must be made by a financial institution (such
as a bank or broker) which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or the Stock Exchanges Medallion Program
(“SEMP”) and must not be dated. Guarantees by a notary public are not acceptable. 
  
 The undersigned hereby certifies that the Class A Rights evidenced by this Class A Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Agreement). 
  

	
	
	 
	Signature


  
  
 NOTICE 
  
 The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this
Right Certificate in every particular, without alteration or enlargement or any change whatsoever. 
  
 In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the
Company and the Rights Agent will deem the beneficial owner of the Class A Rights evidenced by this Class A Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or
Election to Purchase will not be honored. 
  

 B-5 








 Annex C 
  
 Form of Class B Right Certificate 
  

			
	Certificate No. R-	  	     Rights

  

					
	 	 	 NOT EXERCISABLE AFTER JULY
            , 2014 OR EARLIER IF
 REDEMPTION OR
EXCHANGE OCCURS. THE RIGHTS ARE SUB-
 JECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE
 ON THE
TERMS SET FORTH IN THE AGREEMENT.
	  	 

  
 Right Certificate

  
 FREESCALE SEMICONDUCTOR, INC. 
  
 This certifies that
                        , or registered assigns, is the registered owner of the number of Class B Rights set forth above,
each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Agreement, dated as of             , 2004 (the “Agreement”), between
Freescale Semiconductor, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in
the Agreement) and prior to 5:00 P.M., Texas time, on              , 2014 at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights
Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the “Preferred Shares”), at a purchase price of $     per
one one-hundredth of a Preferred Share (the “Purchase Price”), upon presentation and surrender of this Class B Right Certificate with the Form of Election to Purchase duly executed. The number of Class B Rights evidenced by this Class B
Right Certificate (and the number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of
            , 2004, based on the Preferred Shares as constituted at such date. As provided in the Agreement, the Purchase Price and the number of one one-hundredths of a Preferred
Share which may be purchased upon the exercise of the Class B Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. 
  
 This Class B Right Certificate is subject to all of the terms, provisions and conditions of the Agreement, which terms,
provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of
the Rights Agent, the Company and the holders of the Class B Right Certificates. Copies of the Agreement are on file at the principal executive offices of the Company and the offices of the Rights Agent. 
  
 This Class B Right Certificate, with or without other Class B Right
Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged 
  

 C-1 








 
for another Class B Right Certificate or Class B Right Certificates of like tenor and date evidencing Class B Rights entitling the holder to purchase a like
aggregate number of Preferred Shares as the Class B Rights evidenced by the Class B Right Certificate or Class B Right Certificates surrendered shall have entitled such holder to purchase. If this Class B Right Certificate shall be exercised in
part, the holder shall be entitled to receive upon surrender hereof another Class B Right Certificate or Class B Right Certificates for the number of whole Class B Rights not exercised. 
  
 Subject to the provisions of the Agreement, the Class B Rights evidenced by this Class B Right Certificate (i) may be
redeemed by the Company at a redemption price of $.01 per Class B Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company’s Class B Common Stock, par value $.01 per share. 
  
 No fractional Preferred Shares will be issued upon the exercise of any Class
B Right or Class B Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but, in lieu thereof, a cash
payment will be made, as provided in the Agreement. 
  
 No holder
of this Class B Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor
shall anything contained in the Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Agreement), or to receive dividends or subscription
rights, or otherwise, until the Class B Right or Rights evidenced by this Class B Right Certificate shall have been exercised as provided in the Agreement. 
  
 This Class B Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. 
  

 C-2 








 WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of
            , 2004. 
  

									
	 ATTEST:
	 	 	 	 FREESCALE SEMICONDUCTOR, INC.
  

				
	 	 	 	 	By:	 	 
	 Name:
	 	 	 	 	 	Name:
	 Title:
	 	 	 	 	 	Title:
	 Countersigned:
	 	 	 	 	 	 

  

			
	
	MELLON INVESTOR SERVICES LLC
		
	By:	 	 
	 	 	 Name:
 Title:


  
 Form of Reverse Side of
Right Certificate 
  
 FORM OF ASSIGNMENT 
  
 (To be executed by the registered holder if such 
 holder desires to transfer the Right Certificate.) 
  
 FOR VALUE RECEIVED
                                 hereby sells, assigns and transfers unto
                                            
                                                 
                                                 
                                                 
                                                 
                                  
 (Please print name and address of transferee) 
  
  

 this Class B Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint                  Attorney, to transfer the within Class B Right Certificate on the books of the within-named
Company, with full power of substitution. 
  
 Dated:                                     

  
                                       
                       
 Signature 
  

 C-3 








 Signature Guaranteed: 
 All Guarantees must be made by a financial institution (such as a bank or broker) which is a participant in the Securities Transfer Agents Medallion
Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or the Stock Exchanges Medallion Program (“SEMP”) and must not be dated. Guarantees by a notary public are not acceptable.

  
 The undersigned hereby certifies that the Class B Rights
evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). 
  
                                       
                       
 Signature 
  
  
 Form of Reverse Side of Class B Right Certificate – continued 
  

 
 FORM OF ELECTION TO PURCHASE 
  
 (To be executed if holder desires to exercise 
 Class B Rights represented by the Class B Right Certificate.) 
  
 To: FREESCALE SEMICONDUCTOR, INC. 
  
 The undersigned hereby irrevocably elects to exercise
                         Class B Rights represented by this Class B Right Certificate to purchase the Preferred Shares
issuable upon the exercise of such Class B Rights and requests that certificates for such Preferred Shares be issued in the name of: 
  
 Please insert social security 
 or other identifying number 
  
  

 (Please print name and address) 
  

  

 C-4 








 If such number of Class B Rights shall not be all the Class B Rights evidenced by this Class B Right Certificate, a new
Class B Right Certificate for the balance remaining of such Class B Rights shall be registered in the name of and delivered to: 
  
 Please insert social security 
 or other identifying number 
  
  

 (Please print name and address) 
  

  
 Dated:
                                     
  
                                       
                       
 Signature 
 Signature Guaranteed: 
  
 All Guarantees must be made by a financial institution (such as a bank or
broker) which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or the Stock Exchanges Medallion Program (“SEMP”) and
must not be dated. Guarantees by a notary public are not acceptable. 
  
 The undersigned hereby certifies that the Class B Rights evidenced by this Class B Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). 
  
                                       
                       
 Signature 
  
  
 NOTICE 
 The signature in the Form of
Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. 
  
 In the event the certification set forth above in the Form of Assignment or
the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Class B Rights evidenced by this Class B Right Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. 
  

 C-5