0001193125-10-097356 Sample Contracts

THIRD AMENDED & RESTATED FOUNDRY AGREEMENT
Foundry Agreement • April 29th, 2010 • Spansion Inc. • Semiconductors & related devices • California

THIS THIRD AMENDED & RESTATED FOUNDRY AGREEMENT (the “Agreement”) is made effective as of February 2, 2010 (the “Effective Date”), by and between Spansion LLC, having its principal place of business at 915 DeGuigne Drive, Sunnyvale, California 94088-3453, U.S.A. (“Spansion”), and Spansion Japan Limited, having its registered place of business at 2, Takaku-Kogyodanchi, Aizuwakamatsu-shi, Fukushima 965-0060, Japan (“Spansion Japan”).

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Contract
Spansion Inc. • April 29th, 2010 • Semiconductors & related devices • California

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Bailment Agreement
Bailment Agreement • April 29th, 2010 • Spansion Inc. • Semiconductors & related devices • California

This Bailment Agreement (the “Agreement”) is made and entered into this 2nd day of February 2010 (the “Effective Date”) by and between Spansion Japan Ltd., a Japanese corporation (”Spansion Japan”) and Spansion LLC, a Delaware limited liability company (“Spansion LLC”).

Spansion Japan Limited 2, Takaku-Kogyodanchi Aizuwakamatsu-shi Fukushima 965-0060 Japan Ladies and Gentlemen:
Spansion Inc. • April 29th, 2010 • Semiconductors & related devices

We refer to that certain Foundry Agreement (together with the schedules and exhibits attached thereto, the “Foundry Agreement”) dated February 2 , 2010, by and between Spansion LLC, having its principal place of business at 915 DeGuinne, Sunnyvale, California, USA (“Spansion LLC”) and Spansion Japan Limited, having its registered place of business at 2, Takaku-Kogyodanchi, Aizuwakamatsu-shi, Fukushima 965-0060, Japan (“Spansion Japan”). Capitalized terms used and not defined herein have the meanings assigned to them in the Foundry Agreement.

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