Exhibit 1.1 5,750,000 SHARES SAIFUN SEMICONDUCTORS LTD. ORDINARY SHARES, NOMINAL VALUE NIS 0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2005 • Saifun Semiconductors Ltd. • Semiconductors & related devices • New York
Confidential Exhibit 10.12 License Agreement This License Agreement ("LICENSE AGREEMENT") is entered this 13 day of January 2005 ("EFFECTIVE DATE") among Saifun Semiconductors Ltd,, with offices at 45 Hamelacha St. Industrial Zone South, Netanya...License Agreement • October 21st, 2005 • Saifun Semiconductors Ltd. • New York
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is entered into as of the 2nd day of October 2000, by and among SAIFUN SEMICONDUCTORS LTD., an Israeli company No. 51-239733-2, having its main place of...Registration Rights Agreement • October 21st, 2005 • Saifun Semiconductors Ltd.
Exhibit 10.5 ANNEX LOAN AGREEMENT This ANNEX LOAN AGREEMENT is part of the Employment Agreement which is dated, June 5, 2001, as amended May 3, 2003, by and between SAIFUN SEMICONDUCTORS LTD. a corporation incorporated under the laws of the State of...Loan Agreement • October 21st, 2005 • Saifun Semiconductors Ltd.
BETWEENTechnology Agreement • October 21st, 2005 • Saifun Semiconductors Ltd. • California
BETWEENSettlement and License Agreement • October 21st, 2005 • Saifun Semiconductors Ltd. • New York
BASIC AGREEMENT ONBasic Agreement • October 21st, 2005 • Saifun Semiconductors Ltd.
2.1. AGREEMENT A means the Share Purchase and Shareholders Agreement by and between the Company, the Founder and the investors listed in Schedule A to these Articles.Articles of Association • October 21st, 2005 • Saifun Semiconductors Ltd.
Exhibit 10.1 SHAREHOLDERS RIGHTS AGREEMENT This Shareholders Rights Agreement (this "AGREEMENT") is entered into as of the 2 day of October 2000, by and among SAIFUN SEMICONDUCTORS LTD., an Israeli company No. 51-239733-2, having its main place of...Shareholders Rights Agreement • October 21st, 2005 • Saifun Semiconductors Ltd.
FORM OF VOTING UNDERTAKINGVoting Undertaking • October 10th, 2007 • Saifun Semiconductors Ltd. • Semiconductors & related devices • New York
This VOTING UNDERTAKING (this “Agreement”), dated as of October 7, 2007, is entered into among Spansion Inc., a Delaware Corporation (the “Parent”), and the undersigned shareholder (the “Shareholder”) of Saifun Semiconductors Ltd., an Israeli company (the “Company”). Except as otherwise provided herein, capitalized terms that are used but not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG SPANSION INC., ATLANTIC STAR MERGER SUB LTD. AND SAIFUN SEMICONDUCTORS LTD. DATED AS OF OCTOBER 7, 2007Merger Agreement • November 14th, 2007 • Saifun Semiconductors Ltd. • Semiconductors & related devices • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 7, 2007 (this “Agreement”), by and among Spansion Inc., a Delaware corporation (the “Parent”), Atlantic Star Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of the Parent (“Merger Sub”), and Saifun Semiconductors Ltd., an Israeli company (the “Company”).
Exhibit 1.1 [FORM OF UNDERWRITING AGREEMENT] __________ SHARES SAIFUN SEMICONDUCTORS LTD. ORDINARY SHARES, NOMINAL VALUE NIS 0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2006 • Saifun Semiconductors Ltd. • Semiconductors & related devices • New York
AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • December 14th, 2007 • Saifun Semiconductors Ltd. • Semiconductors & related devices • New York
This Amendment, dated as of December 12, 2007 (this “Amendment”), to the Agreement and Plan of Merger and Reorganization, dated as of October 7, 2007 (the “Agreement”), by and among Spansion Inc., a Delaware corporation (the “Parent”), Atlantic Star Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of the Parent (“Merger Sub”), and Saifun Semiconductors Ltd., an Israeli company (the “Company”), is entered into by the Company, Parent and Merger Sub.
AGREEMENT ONTermination of Joint Venture Agreement • October 21st, 2005 • Saifun Semiconductors Ltd.
SAIFUN SEMICONDUCTORS LTD. AMENDMENT TO REGISTRATION RIGHTS AGREEMENT AND SHAREHOLDER RIGHTS AGREEMENTRegistration Rights Agreement and Shareholder Rights Agreement • October 21st, 2005 • Saifun Semiconductors Ltd.
THIS AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT AND SHAREHOLDER RIGHTS AGREEMENT (the “Amendment”) is made and entered into as of the 29th day of September, 2005 by and among Saifun Semiconductors Ltd. (the “Company”), the Ordinary Shareholders listed on Exhibit A hereto and the Preferred Shareholders listed on Exhibit B.
SPANSION AND SAIFUN EXTEND LICENSE AND DEVELOPMENT AGREEMENT TO INCLUDE 4-BIT- PER-CELL PRODUCT DESIGN COLLABORATION Saifun To Provide Design and Engineering Support for Development of Spansion® MirrorBit® Quad Flash Memory Products Including the...License and Development Agreement • September 7th, 2006 • Saifun Semiconductors Ltd. • Semiconductors & related devices
Sunnyvale, Calif. and Netanya, Israel, September 6, 2006 – Spansion Inc. (Nasdaq: SPSN), the world’s largest pure-play provider of Flash memory solutions and Saifun Semiconductors Ltd. (Nasdaq: SFUN), a leading provider of Flash memory intellectual property and technology, today announced that the companies have extended their licensing and product design agreement. As part of the agreement, Saifun will provide engineering and design support for the development of 90nm and 65nm MirrorBit® Quad products based on Spansion’s proprietary, patented MirrorBit technology that incorporates Saifun’s proprietary, patented NROM IP.
SECOND ADDENDUM TO THE TECHNOLOGY AGREEMENTTechnology Agreement • October 21st, 2005 • Saifun Semiconductors Ltd.
VOTING UNDERTAKINGVoting Undertaking • November 14th, 2007 • Saifun Semiconductors Ltd. • Semiconductors & related devices • New York
This VOTING UNDERTAKING (this “Agreement”), dated as of October 7, 2007, is entered into among Spansion Inc., a Delaware Corporation (the “Parent”), and the undersigned shareholders (each a “Shareholder”) of Saifun Semiconductors Ltd., an Israeli company (the “Company”). Except as otherwise provided herein, capitalized terms that are used but not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
Exhibit 10.3 ANNEX LOAN AGREEMENT This ANNEX LOAN AGREEMENT is part of the Employment Agreement which is dated, ____________, by and between SAIFUN SEMICONDUCTORS LTD. a corporation incorporated under the laws of the State of Israel (the "EMPLOYER")...Loan Agreement • October 21st, 2005 • Saifun Semiconductors Ltd.
