0001193125-10-238695 Sample Contracts

—] Shares SPANSION INC. CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • October 28th, 2010 • Spansion Inc. • Semiconductors & related devices • New York
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FOUNDRY AGREEMENT
Foundry Agreement • October 28th, 2010 • Spansion Inc. • Semiconductors & related devices

THIS FOUNDRY AGREEMENT (the “Agreement”) is made effective on the “Effective Date” (as defined below), by and between Spansion LLC, having its principal place of business at 915 DeGuigne Drive, Sunnyvale, California 94088-3453, U.S.A. (“Spansion”), Nihon Spansion Limited, having its principal place of business at 1-14, Nishin-cho, Kawasaki-shi, Kawasaki-ku, Kanagawa 210-0024, Japan (“Spansion Nihon), and Texas Instruments Incorporated, having its principal place of business at 12500 TI Boulevard, Dallas, Texas 75266, U.S (“TI”). Spansion, Spansion Nihon, and TI are collectively referred to as “Parties” to this Agreement and, individually, as a “Party” to this Agreement.

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