Spansion Inc. · Sharesa/ Class A Common Stock ($0.001 par value) Form of Common Stock Underwriting AgreementUnderwriting Agreement • November 21st, 2005 • Spansion Inc. • Semiconductors & related devices • New York
Spansion Inc., a corporation incorporated under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, · shares of Class A Common Stock, par value $0.001 per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to · additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term
FORM OF STOCKHOLDERS AGREEMENT OF SPANSION INC. AS OF , 2005Stockholders Agreement • November 21st, 2005 • Spansion Inc. • Semiconductors & related devices
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2005 (the “Effective Date”), is by and among AMD INVESTMENTS, INC., a Delaware corporation (“AMD Investments”), SPANSION INC., a Delaware corporation (the “Corporation”), ADVANCED MICRO DEVICES, INC., a Delaware corporation (“AMD”), and FUJITSU LIMITED, a Japanese corporation (“Fujitsu”). AMD Investments and Fujitsu are sometimes hereafter referred to, collectively, as the “Stockholders” and, individually, as a “Stockholder.”
