Preview | Subscription Agreement |

This SUBSCRIPTION AGREEMENT, is made as of the 28^th day of September 2006 among KASLION Acquisition B.V., a limited liability company organized under the laws of The Netherlands (the Company), KASLION Holding B.V., a limited liability company organized under the laws of The Netherlands (Investor), Koninklijke Philips Electronics N.V., a limited liability company organized under the laws of The Netherlands (Philips) and Stichting Management Co-Investment NXP, a foundation organized under the laws of The Netherlands (the Management Trust).

WHEREAS, prior to the date hereof, the Company has been duly organized by Investor as a limited liability company organized under the laws of The Netherlands, and in connection therewith Investor has contributed to the ordinary share capital of the Company an amount of cash equal to 18,000;

WHEREAS, Investor wishes to contribute to the Company an amount of cash equal to 70,470,000 in exchange for 70.488% of the ordinary shares (taking into account the ownership interest issued to Investor in connection with the initial capitalization of the Company) and an amount of cash equal to 3,368,229,000 in exchange for 80.1% of the cumulative preferred shares issued by the Company, Philips wishes to contribute to the Company an amount of cash equal to 17,512,000 in exchange for 17.512% of the ordinary shares and an amount of cash equal to 836,801,000 in exchange for 19.9% of the cumulative preferred shares issued by the Company, and the Management Trust wishes to contribute to the Company an amount of cash equal to 12,000,000 in exchange for 12.0% of the ordinary shares issued by the Company and in respect of which the Management Trust will issue depositary receipts to the Investor as part of a management equity incentive program;

WHEREAS, accordingly, on the terms and subject to the conditions set forth below, Investor wishes to subscribe for, and the Company wishes to issue and deliver to Investor, that number and class of ordinary and cumulative preferred shares in the capital of the Company set out in Schedule 1 (the Investor Shares), Philips wishes to subscribe for, and the Company wishes to issue and deliver to Philips, that number and class of ordinary and cumulative preferred shares in the capital of the Company set out in Schedule 1 (the Philips Shares), and the Management Trust wishes to subscribe for, and the Company wishes to issue and deliver to the Management Trust, that number and class of ordinary shares in the capital of the Company set out in Schedule 1 (the Management Trust Shares and, together with the Investor Shares and the Philips Shares, the Subscription Shares) and the Investor wishes to subscribe for, and the Management Trust wishes to issue and deliver to the Investor, that number and class of depositary receipts for the Management Trust Shares set out in Schedule 1 (the Depositary Receipts); and

WHEREAS, the Company wishes to use the proceeds from the issuance of the Subscription Shares to Investor, Philips and the Management Trust for purposes of acquiring all of the equity securities of Philips Semiconductors International B.V. (currently being renamed NXP B.V.), a limited liability company organized under the

laws of The Netherlands (Lion), pursuant to a Stock Purchase Agreement dated as of the date hereof (the Stock Purchase Agreement) among Philips, Lion and the Company (the Acquisition);

NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, and for other valuable consideration, the parties hereto hereby agree as follows:

ARTICLE I
ISSUANCE AND SUBSCRIPTION

Section 1.1 Initial Investor Contribution. Investor hereby represents and warrants that (a) the Company has been duly organized as a limited liability company under the laws of The Netherlands and (b) at the time of the organization of the Company, Investor paid to the Company 18,000 against issuance and delivery by the Company to Investor of 18 ordinary shares in the capital of the Company, each ordinary share having a nominal value of 1,000 (the Existing Shares).

Section 1.2 Amendment of the Articles of Association of the Company. At or before the Closing, Investor shall amend the articles of association of the Company (the Articles of Association) so that they are in accordance with the agreed form reflected in Schedule 2, which will include converting the Existing Shares into 18,000 ordinary shares in the capital of the Company, each ordinary share having a nominal value of 1.00.

Section 1.3 Issuance of Subscription Shares. Subject to the terms of this Agreement including satisfaction or waiver of the conditions set forth in Section 2.1, (a) Investor hereby irrevocably agrees to subscribe for, and the Company hereby agrees to issue and deliver to Investor, the Investor Shares, free and clear of all liens, claims and encumbrances, (b) Philips hereby irrevocably agrees to subscribe for, and the Company hereby agrees to issue and deliver to Philips, the Philips Shares, in each case free and clear of all liens, claims and encumbrances and (c) the Management Trust hereby irrevocably agrees to subscribe for, and the Company hereby agrees to issue and deliver to the Management Trust, the Management Trust Shares, free and clear of all liens, claims and encumbrances and (d) Investor hereby irrevocably agrees to subscribe for, and the Management Trust hereby agrees to issue and deliver to Investor, the Depositary Receipts on the terms and conditions set out in the Management Trusts conditions of administration. The terms and conditions of each class of Subscription Shares are set forth in the Articles of Association.

Section 1.4 Payment of Subscription Price. The subscription price payable by Investor to the Company for the Investor Shares shall be 3,438,699,000 (the Investor Subscription Price); the aggregate subscription price payable by Philips to the Company for the Philips Shares shall be 854,313,000 (the Philips Subscription Price); the aggregate subscription price payable by the Management Trust to the Company for the Management Trust Shares shall be 12,000,000 (the Management Trust Subscription

Price) and the aggregate subscription price payable by Investor to the Management Trust for the Depositary Receipts shall be 12,000,000 (the Depositary Receipts Subscription Price). The Philips Subscription Price shall be paid by way of a set-off against the Purchase Price (as defined in the Stock Purchase Agreement).

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