REGISTRATION RIGHTS AGREEMENT among SPANSION INC., SPANSION LLC and CITIGROUP GLOBAL MARKETS INC. and CREDIT SUISSE SECURITIES (USA) LLC as Initial Purchasers Dated as of June 12, 2006Registration Rights Agreement • June 15th, 2006 • Spansion Inc. • Semiconductors & related devices • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 12, 2006 among Spansion Inc., a Delaware corporation (the “Company”), Spansion LLC, a Delaware limited liability company (“Spansion LLC”), and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC (the “Initial Purchasers”) pursuant to the Purchase Agreement dated June 6, 2006 (the “Purchase Agreement”), between Spansion LLC, the Company, Spansion Technology Inc. and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
