Spansion Inc. 35,000,000 Sharesa/ Class A Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • November 21st, 2006 • Advanced Micro Devices Inc • Semiconductors & related devices • New York
AMD Investments, Inc., a corporation incorporated under the laws of Delaware (“AMDI”), and Fujitsu Limited, a corporation incorporated under the laws of Japan (“Fujitsu”, and together with AMDI, the “Selling Stockholders” and each a “Selling Stockholder”), propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 35,000,000 shares of Class A Common Stock, par value $0.001 per share (“Common Stock”) of Spansion Inc., a corporation incorporated under the laws of Delaware (the “Company”), (said shares hereinafter called (the “Underwritten Securities”). The number of Underwritten Securities sold by each Selling Stockholder shall be as set forth on Schedule II hereto. The Company proposes to grant to the Underwriters an option to purchase up to 5,250,000 newly issued shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the U
