Preview | Registration Rights Agreement |

NXP B.V.,
MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
THE SUBSIDIARIES PARTY HERETO

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the Agreement) is made and entered into as of October 12, 2006, among NXP B.V., a corporation incorporated under the laws of The Netherlands with its corporate seat at Eindhoven, NXP FUNDING LLC (together with NXP B.V., the Company), the Subsidiaries of the Company party hereto (the Guarantors) and Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Placement Agents) as representatives of the Initial Purchasers.

This Agreement is made pursuant to the Purchase Agreement dated as of October 5, 2006, between the Company and the Placements Agents (the Purchase Agreement), which provides for the issuance by the Company to the Placement Agents of U.S. $1,026,000,000 7 7/8% Senior Secured Notes due 2014, U.S. $1,535,000,000 Floating Rate Senior Secured Notes due 2013, 1,000,000,000 Floating Rate Senior Secured Notes due 2013, U.S. $1,250,000,000 9 1/2% Senior Unsecured Notes due 2015 and 525,000,000 8 5/8% Senior Unsecured Notes due 2015 (the Securities). In order to induce the Placement Agents to enter into the Purchase Agreement, the Company has agreed to provide to the Placement Agents and their direct and indirect transferees the registration rights set forth in this Agreement. Certain future subsidiaries of NXP B.V. (the Subsidiaries) that become guarantors of the Exchange Notes shall become party to this Agreement by execution of a joinder agreement in the Form of Annex A hereto. References to the Subsidiaries herein shall be construed as referring to such subsidiaries from and after their execution of the Joinder Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions.

As used in this Agreement, the following capitalized defined terms shall have the following meanings:

1933 Act shall mean the Securities Act of 1933, as amended from time to time.

1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.

Company shall have the meaning set forth in the preamble and shall also include the Companys successors.

Exchange Date is as defined in Section 2(a).

Exchange Offer shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

Exchange Offer Registration shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.

Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form F-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

Exchange Securities shall mean securities issued by the Company under the Indenture (and guaranteed by the Guarantors) containing terms identical in all material respects to the Securities (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from October 12, 2006 and (ii) the Exchange Securities will not contain restrictions on transfer) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

Holder shall mean the Placement Agents, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term Holder shall include Participating Broker-Dealers (as defined in Section 4(a)).

Indenture shall mean the Indentures relating to the Securities dated as of October 12, 2006 between the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

Majority Holders shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any affiliates (as such term is defined in Rule 405 under the 1933 Act) that it controls (other than the Placement Agents or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the

Holders of such required percentage or amount.

Person shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Placement Agents shall have the meaning set forth in the preamble.

Purchase Agreement shall have the meaning set forth in the preamble.

Prospectus shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein.

Registrable Securities shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of or exchanged pursuant to such Registration Statement, (ii) when such Securities have been sold or may be resold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or (iii) when such Securities shall have ceased to be outstanding.

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