Amended and Restated Funding Agreement – Advanced Micro Devices

AMENDED & RESTATED FUNDING AGREEMENT

By and Among

ADVANCED MICRO DEVICES, INC.,

ADVANCED TECHNOLOGY INVESTMENT COMPANY, LLC

and

GLOBALFOUNDRIES INC.

Dated as of December 27, 2010

TABLE OF CONTENTS


	Page

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms		1
SECTION 1.02. Interpretation and Rules of Construction		1

ARTICLE II

PROCEDURES PRIOR TO EACH FUNDING NOTICE

SECTION 2.01. Approval of Annual Business Plan.		3
SECTION 2.02. Cash Reserve		4

ARTICLE III

FUNDING PROCEDURES

SECTION 3.01. Funding Notices		4
SECTION 3.02. Purchase and Sale of Securities		6
SECTION 3.03. Closing Deliveries by FoundryCo		7
SECTION 3.04. Closing Deliveries by the Shareholders		7

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF FOUNDRYCO AT EACH FUNDING

SECTION 4.01. Organization, Authority and Qualification of FoundryCo		8
SECTION 4.02. Authorization of the Class A Preferred Shares		8
SECTION 4.03. [Intentionally Omitted]		8
SECTION 4.04. Authorization; Enforceability		8
SECTION 4.05. Absence of Further Requirements		8
SECTION 4.06. No Conflicts		9

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF FUNDING SHAREHOLDERS

SECTION 5.01. Organization		9
SECTION 5.02. Authorization; Enforceability		9
SECTION 5.03. Absence of Further Requirements		9
SECTION 5.04. No Conflicts		10
SECTION 5.05. Investment Representations		10


ARTICLE VI

CONDITIONS PRECEDENT TO OYSTER FUNDING

SECTION 6.01. Conditions Precedent To Oyster Funding on Each Funding Date			10
SECTION 6.02. Supplemental Conditions to Oyster Funding.			11

ARTICLE VII

OTHER AGREEMENTS

SECTION 7.01. Agreement Regarding Conditions Precedent			12
SECTION 7.02. Force Majeure Event			12
SECTION 7.03. Confidentiality			12

ARTICLE VIII

BUSINESS PLAN DEADLOCK RESOLUTION

SECTION 8.01. Business Plan Deadlock Resolution During Phase I			12
SECTION 8.02. Business Plan Deadlock Resolution During Phase II			12
SECTION 8.03. Business Plan Deadlock Resolution During Phase III			13
SECTION 8.04. Transition Period			13

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Termination			14
SECTION 9.02. Notices			14
SECTION 9.03. Severability			14
SECTION 9.04. Entire Agreement			14
SECTION 9.05. Assignment			14
SECTION 9.06. Amendment			15
SECTION 9.07. Waiver			15
SECTION 9.08. Third Party Beneficiaries			15
SECTION 9.09. Further Assurances			15
SECTION 9.10. Governing Law; Arbitration			15
SECTION 9.11. Currency			17
SECTION 9.12. No Presumption Against Drafting Party			17
SECTION 9.13. Expenses			17
SECTION 9.14. Counterparts			17


APPENDIX A	:	DEFINED TERMS
APPENDIX B	:	ANNUAL BUSINESS PLAN FOR FISCAL YEAR ENDED DECEMBER 26, 2009
APPENDIX C	:	FIVE-YEAR CAPITAL PLAN


APPENDIX D	:	FORM OF FIRST FUNDING NOTICE
APPENDIX E	:	FORM OF SECOND FUNDING NOTICE
APPENDIX F	:	STATEMENT OF PRINCIPLES OF CALCULATION OF NET TANGIBLE ASSETS
APPENDIX G	:	[INTENTIONALLY OMITTED]
APPENDIX H	:	SUPPLEMENTAL CONDITIONS TO OYSTER FUNDING

This AMENDED AND RESTATED FUNDING AGREEMENT (this “Funding Agreement”
and as referred to herein, this “Agreement“), dated as of December 27,
2010, is entered into by and among Advanced Micro Devices, Inc., a Delaware
corporation (“Discovery“), Advanced Technology Investment Company LLC, a
limited liability company established under the laws of the Emirate of Abu Dhabi
and wholly-owned by the Government of Abu Dhabi (“Oyster“) (each of
Discovery and Oyster being a “Shareholder” and together the
“Shareholders“) and GLOBALFOUNDRIES INC., an exempted company
incorporated under the laws of the Cayman Islands (“FoundryCo“).
Discovery, Oyster and FoundryCo are sometimes referred to herein as the
“Parties,” and each individually as a “Party.”

RECITALS

WHEREAS, the Parties are parties to the Funding Agreement, dated as of
March 2, 2009 (the “Original Agreement“);

WHEREAS, from March 2, 2009 until November 17, 2010, pursuant to Sections
3.01(b) and 3.02(b) of the Original Funding Agreement, on each Funding Date,
FoundryCo issued Class A Preferred Shares and Class B Preferred Shares at a
purchase price calculated by multiplying the per share Net Tangible Assets of
FoundryCo by 0.90;

WHEREAS, from November 10, 2010, until the date hereof (the “Interim
Period”), pursuant to the terms of a letter agreement, dated November 24, 2010,
on each Funding Date that occurred during the Interim Period, FoundryCo issued
only Class A Preferred Shares, at a purchase price calculated by multiplying the
per share Net Tangible Assets of FoundryCo by 1.10;

WHEREAS, the Parties desire to amend the Original Agreement in order to make
certain changes thereto; and

NOW, THEREFORE, in consideration of the premises and the mutual agreements
and covenants hereinafter set forth, and intending to be legally bound, the
Parties hereby agree that the Original Agreement is, as of and at the date first
written above, amended and restated in its entirety to read as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms. Capitalized terms used and not
otherwise defined in this Agreement shall have the respective meanings referred
to or ascribed to such terms in Appendix A.

SECTION 1.02. Interpretation and Rules of Construction. In this
Agreement, except to the extent otherwise provided or that the context otherwise
requires:

(a) when a reference is made in this Agreement to an Article, Section or
Appendix, such reference is to an Article or Section of, or an Appendix to, this
Agreement unless otherwise indicated;

(b) the table of contents and headings for this Agreement are for reference
purposes only and do not affect in any way the meaning or interpretation of this
Agreement;

(c) whenever the words “include,” “includes” or “including” are used in this
Agreement, they are deemed to be followed by the words “without limitation”;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import,
when used in this Agreement, refer to this Agreement as a whole and not to any
particular provision of this Agreement;

(e) any certificate delivered pursuant to this Agreement shall be deemed a
representation and warranty contained in this Agreement as to the matters
covered thereby;

(f) all terms defined in this Agreement have the defined meanings when used
in any certificate or other document made or delivered pursuant hereto, unless
otherwise defined therein;

(g) the definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms;

(h) whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms;

(i) any Law defined or referred to herein or in any agreement or instrument
that is referred to herein means such Law or statute as from time to time
amended, modified or supplemented, including by succession of comparable
successor Laws and any rules or regulations promulgated thereunder;

(j) any reference in this Agreement to a “day” or a number of “days” (without
the explicit qualification of “Business”) shall be interpreted as a reference to
a calendar day or number of calendar days;

(k) references to a Person are also to its successors and permitted assigns;

(l) the use of “or” is not intended to be exclusive unless expressly
indicated otherwise; and

(m) the phrase “the date hereof” or “as of the date of this Agreement” shall
be deemed to refer to March 2, 2009.

ARTICLE II

PROCEDURES PRIOR TO EACH FUNDING NOTICE

SECTION 2.01. Approval of Annual Business Plan.

(a) On or prior to mid-November of each year (which date shall be prior to
the end of the seventh fiscal week of the fourth fiscal quarter of such year of
FoundryCo), or the next succeeding Business Day if such date is not a Business
Day, the Management Team shall prepare and present to the Board for its approval
a proposed Annual Business Plan for the subsequent Fiscal Year. The Annual
Business Plan for the Fiscal Year ending on December 26, 2009 (the “First
Annual Business Plan“) is attached hereto as Appendix B. Each
proposed Annual Business Plan shall address, among other things, each of the
line items set forth in the First Annual Business Plan.

(b) In connection with the preparation of each proposed Annual Business Plan,
the Management Team shall retain such advisors and take such actions as will
enable it to estimate whether and to what extent third-party debt financing
(“Debt Financing“) would then be available to FoundryCo, with the aim
that such Debt Financing would be at least sufficient to meet the projected Debt
Funding Level for such Fiscal Year as set forth in the Five-Year Capital Plan.
Each proposed Annual Business Plan shall include either a proposed commitment
letter for such Debt Financing or a summary of indicative terms from at least
two financial institutions (or, if in the good faith determination of the
Management Team, no reputable and established financial institutions would
provide such Debt Financing on commercially reasonable terms, a statement to
such effect). Each of Discovery and Oyster shall use its commercially reasonable
efforts to assist FoundryCo in obtaining any Debt Financing, and either
Shareholder shall have the option, but not the obligation, to provide guarantees
or other similar means of financial support in connection with any Debt
Financing.

(c) Such proposed Annual Business Plan shall specifically include an
estimate, by fiscal quarter, of sources and uses of funds for FoundryCo for such
subsequent Fiscal Year, at all times after giving effect to the cash reserve
requirement in Section 2.02. After due consideration of such proposed
Annual Business Plan, the Board shall vote on whether to approve (with such
changes as the Board shall determine) such proposed Annual Business Plan in
accordance with the approvals required by the Shareholders’ Agreement. If the
Board approves such proposed Annual Business Plan in accordance with the
approvals required by the Shareholders’ Agreement, such proposed Annual Business
Plan shall immediately become effective as the Annual Business Plan for the
subsequent Fiscal Year.

(d) If the Board has not approved such proposed Annual Business Plan on or
prior to the earlier of (i) the first Business Day after November 29 and
(ii) the last day of the ninth (9^th) fiscal week of the fourth fiscal
quarter of Foundry Co, then within three (3) Business Days thereafter FoundryCo
shall deliver a notice that shall detail the specific items that are the subject
of such non-approval to the chief executive officer of each Shareholder. During
the period following receipt of such notice through December 23 of that Fiscal
Year, the chief executive officers, acting on behalf of their respective
Shareholder, shall seek in good faith and shall use their commercially
reasonable efforts to hold at least three (3) additional meetings with

the goal of approving the proposed Annual Business Plan (with such changes as
the chief executive officers shall determine). If (i) the Board approves such
proposed Annual Business Plan (with such changes as the chief executive
officers, acting on behalf of their respective Shareholder, shall determine) in
accordance with the approvals required by the Shareholders’ Agreement, or (ii) a
Shareholder unilaterally approves such proposed Annual Business Plan (with such
changes as such Shareholder shall determine) pursuant to the rights granted
under Section 6.01(b) of the Shareholders’ Agreement, such proposed
Annual Business Plan shall immediately become effective as the Annual Business
Plan for such subsequent Fiscal Year.

(e) If the Shareholders, acting through their respective chief executive
officers, have not approved such proposed Annual Business Plan on or prior to
December 23^rd of the Fiscal Year in which the proposed Annual
Business Plan was submitted to the Board and the chief executive officers, a
“Business Plan Deadlock” shall be deemed to have occurred and the Parties
shall follow the deadlock resolution procedures set forth in
Article VIII.

SECTION 2.02. Cash Reserve (a). The Parties agree that at all times
during the term of this Agreement, the FoundryCo Group shall maintain Cash and
Cash Equivalents in an amount equal to at least $500 million, provided,
however, that this requirement shall no longer apply upon the earlier of
(i) FoundryCo entering into a Transition Period in accordance with
Article VIII hereunder and (ii) the end of Phase II.

ARTICLE III

FUNDING PROCEDURES

SECTION 3.01. Funding Notices.

(a) From time to time during the term of this Agreement, FoundryCo may
provide a notice requesting equity funding (the “First Funding Notice“)
to both Shareholders in substantially the form attached hereto as Appendix
D. The First Funding Notice shall be provided at least thirty (30) days
prior to the date of any contemplated equity funding hereunder (unless otherwise
agreed in writing by the Shareholders) (each, a “Funding Date“).

(b) On any Funding Date on or after November 17, 2010, the Securities to be
issued shall consist of Class A Preferred Shares.

(c) Subject to the satisfaction or waiver of the applicable conditions
precedent set forth in Article VI, unless otherwise agreed by the
Shareholders, the aggregate amount of equity funding to be provided by the
Shareholders in any Fiscal Year pursuant to this Agreement shall be as follows:

(i)

during Phase I, such amount shall be equal to the Original
Funding Level for such Fiscal Year as set forth in the Five-Year Capital Plan,
provided, however, that such Original Funding Level shall be
reduced to the extent any Debt Financing obtained by FoundryCo during such
Fiscal Year exceeds the projected Debt Funding Level for such Fiscal Year, and
provided further, that, subject to Section 3.01(c)(iv), to the
extent such Debt Financing is less than

any such projected Debt Funding Level, the Original Funding Level shall not
be increased to make up any such difference;

(ii)

during Phase II, such amount shall be equal to the Original Funding Level for
such Fiscal Year as set forth in the Five-Year Capital Plan, provided,
however, that such amount may be reduced (A) to the Minimum Funding
Level pursuant to Section 6.02(b), (B) to a level between the Original
Funding Level and the Minimum Funding Level pursuant to Section 8.02(a)
and (C) to the Minimum Funding Level pursuant to Section 8.04(c). Such
amount shall also be reduced to the extent any Debt Financing obtained by
FoundryCo during such Fiscal Year exceeds the projected Debt Funding Level for
such Fiscal Year, provided, however, that, subject to
Section 3.01(c)(iv), to the extent such Debt Financing is less than any
such projected Debt Funding Level, such amount shall not be increased to make up
any such difference. For the avoidance of doubt, if the Minimum Funding Level
applies, then (x) the projected Debt Funding Level shall be reduced to the
Minimum Debt Funding Level, and (y) if the level of Debt Financing is less than
any such projected Minimum Debt Funding Level, the minimum level of equity
funding shall be equal to the Minimum Funding Level;

(iii)

during Phase III, such amount shall be equal to the equity funding level set
forth in the approved Annual Business Plan for such Fiscal Year, provided,
however, that such amount may be reduced (A) to a level between the
Phase III Alternate Funding Level and the Transition Funding Level pursuant to
Section 8.03(a) and (B) to the Transition Funding Level pursuant to
Section 8.04(c). Such amount shall also be reduced to the extent any Debt
Financing obtained by FoundryCo during such Fiscal Year exceeds the projected
Debt Funding Level for such Fiscal Year, provided, however, that to the
extent such Debt Financing is less than any such projected Debt Funding Level,
such amount shall not be increased to make up any such difference. For the
avoidance of doubt, if the Transition Funding Level applies and such Debt
Financing is less than any such projected Debt Funding Level, the minimum level
of equity funding shall be equal to the Transition Funding Level; and

(iv)

notwithstanding anything to the contrary in
Section 3.01(c)(i) or (ii), if (A) any equity funding has been
reduced during Phase I or Phase II as a result of Debt Financing obtained during
any Fiscal Year exceeding the projected Debt Funding Level for such Fiscal Year
(the cumulative amount of such equity funding reduction being referred to as the
“Rollover Amount“) and (B) during any subsequent Fiscal Year during
Phase I or Phase II the amount of

any Debt Financing is less than the projected Debt Funding Level for such
Fiscal Year, then the amount of equity funding for such Fiscal Year or for any
subsequent Fiscal Year during Phase I or Phase II may be increased up to the
Rollover Amount, provided, however, that in no event shall the
aggregate amount of equity funding to be provided by Oyster during Phase I and
Phase II exceed the aggregate amount of equity funding for Phase I and Phase II
as set forth in the Five-Year Capital Plan.

(d) Subject to the satisfaction or waiver of the applicable conditions
precedent set forth in Article VI, Oyster shall be obligated to purchase
its Pro Rata Portion of the Securities offered pursuant to any First Funding
Notice. Discovery shall have the right, but not the obligation, to purchase its
Pro Rata Portion of the Securities offered pursuant to any First Funding Notice.
Within ten (10) days of receipt of a First Funding Notice, Discovery shall
advise FoundryCo and Oyster, in writing, whether it elects to purchase any of
the Securities offered. To the extent that Discovery elects not to purchase all
of its Pro Rata Portion of any Securities offered pursuant to any First Funding
Notice, Oyster shall be obligated, subject to the satisfaction or waiver of the
applicable conditions precedent set forth in Article VI, to purchase all
of such unpurchased Securities. Oyster may also elect at any time to purchase
additional Securities in excess of those offered pursuant to any First Funding
Notice.

(e) On or prior to the tenth (10^th) day prior to a Funding Date,
FoundryCo shall provide a notice (the “Second Funding Notice“) to each
Shareholder in substantially the form attached hereto as Appendix E
which shall detail each Shareholder’s allocable portion of the Securities
offered.

SECTION 3.02. Purchase and Sale of Securities.

(a) Pursuant to the terms and subject to the conditions of this Agreement, on
each Funding Date, FoundryCo shall issue to each purchasing Shareholder and such
Shareholder shall purchase, accept and acquire from FoundryCo the allocated
Securities as set forth in the Second Funding Notice for such Funding Date.

(b) On each Funding Date, the purchase price per Class A Preferred Share
shall be determined by dividing (i) the Net Tangible Assets of the FoundryCo
Group (derived from the most recent Fiscal Year-end audited consolidated balance
sheet of FoundryCo that has been approved by the Board and calculated in
accordance with the Statement of Principles set forth in Appendix F attached
hereto) by (ii) the Number of Outstanding Preferred Shares (as of the date of
the balance sheet referred to in clause (i) above), and multiplying such
quotient by 1.10.

(c) In the event that FoundryCo submits a First Funding Notice to the
Shareholders prior to the time that the audited financial statements of
FoundryCo have been approved by the Board, FoundryCo may submit such funding
request based on the Management Team’s determination of Net Tangible Assets as
of the end of the preceding Fiscal Year, prepared from the management accounts
of FoundryCo and calculated in accordance with the Statement of Principles set
forth in Appendix F (an “Unaudited NTA“). Any such First Funding

Notice that relies on an Unaudited NTA shall be accompanied by a pro-forma
balance sheet of FoundryCo that sets forth the basis of the Unaudited NTA
calculation and the determination of the purchase price per Class A Preferred
Share, calculated with reference to the Unaudited NTA (an “Unaudited Purchase
Price”), together with a certification of the CFO as to FoundryCo’s compliance
with the terms of this section. Once the Board has approved the audited
consolidated balance sheet of FoundryCo, the CFO shall recalculate the Net
Tangible Assets in accordance with the Statement of Principles set forth in
Appendix F, and shall determine the purchase price per Class A Preferred
Share (the “Audited Purchase Price”) with reference to such audited consolidated
balance sheet and shall provide copies of such Net Tangible Assets calculation
and related back-up to Oyster and Discovery. In the event that the Board
approves the audited consolidated balance sheet of FoundryCo prior to the
Funding Date with respect to which such First Funding Notice has been given,
FoundryCo shall revise the First Funding Notice accordingly (and any Second
Funding Notice, if applicable). In the event that the Board has not approved the
audited consolidated balance sheet of FoundryCo prior to the applicable Funding
Date, then FoundryCo shall issue and the Shareholder shall purchase such
securities at the Unaudited Purchase Price. Following the determination of the
Audited Purchase Price, if the Unaudited Purchase Price is different from the
Audited Purchase Price, FoundryCo shall immediately repurchase at their original
issue price any Class A Preferred Shares purchased at the Unaudited Purchase
Price and shall immediately thereafter issue to the party who held such
repurchased Class A Preferred Shares the number of Class A Preferred Shares as
is determined by dividing the aggregate repurchase price of all such repurchased
Class A Preferred Shares by the Audited Purchase Price, and shall apply the
consideration to be paid for such repurchase to the subscription price for such
new issue of Class A Preferred Shares.

SECTION 3.03. Closing Deliveries by FoundryCo. On each Funding Date,
FoundryCo shall deliver or cause to be delivered to Oyster and Discovery, if
applicable, or their respective designated custodians:

(a) if requested, physical certificates evidencing the number of Class A
Preferred Shares to be purchased by such Shareholder on such Funding Date,
rounded to the nearest whole share;

(b) an updated Register of Members reflecting the issuance of the Securities
on such Funding Date;

(d) a certificate, dated as of such Funding Date, executed by an authorized
officer of FoundryCo certifying as to the matters set forth in
Article IV, Section 6.01 and Section 6.02(a),
6.02(b) or 6.02(c), as applicable; and

(e) receipt(s) for the aggregate consideration paid by such Shareholder for
the Securities issued to it on such Funding Date.

SECTION 3.04. Closing Deliveries by the Shareholders (a). On each
Funding Date, to the extent a Shareholder is purchasing Securities, such
Shareholder shall deliver to FoundryCo (i) a wire transfer of the aggregate

consideration for the Securities to be issued to such Shareholder on such
Funding Date, payable in United States dollars and in immediately available
funds to the bank account designated by FoundryCo in the First Funding Notice,
or (ii) if the Board so agrees in advance, the aggregate consideration for such
Securities payable in Cash and Cash Equivalents acceptable to the Board.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF FOUNDRYCO AT EACH FUNDING

FoundryCo hereby represents and warrants as of each Funding Date to each
Shareholder who is issued Securities on such Funding Date as follows:

SECTION 4.01. Organization, Authority and Qualification of FoundryCo.
FoundryCo is an exempted company limited by shares, duly formed, validly
existing and in good standing under the Laws of the Cayman Islands. FoundryCo
has all corporate power and authority to execute and deliver this Agreement and
to perform its obligations hereunder.

SECTION 4.02. Authorization of the Class A Preferred Shares. The
Class A Preferred Shares to be issued and purchased pursuant to this Agreement
on any Funding Date have been duly authorized and, when issued and delivered in
accordance with this Agreement on such Funding Date, shall be validly issued,
fully paid and non-assessable and will be free of all preemptive or similar
rights, except as set forth in the Memorandum and Articles of Association and
Shareholders’ Agreement, and shall be entitled to the rights and be subject to
the restrictions described in the Memorandum and Articles of Association. The
Class B Ordinary Shares issuable upon conversion of the Class A Preferred Shares
shall be entitled to the rights and be subject to the restrictions described in
the Memorandum and Articles of Association and will be duly authorized, validly
issued, fully paid and non-assessable, free of all preemptive or similar rights,
except as set forth in the Memorandum and Articles of Association and
Shareholders’ Agreement.

SECTION 4.03. [Intentionally Omitted].

SECTION 4.04. Authorization; Enforceability. The execution and
delivery of this Agreement by FoundryCo, the performance by FoundryCo of its
obligations hereunder and the consummation by FoundryCo of the transactions
contemplated hereby have been duly authorized by all requisite action on the
part of FoundryCo. This Agreement has been duly executed and delivered by
FoundryCo, and this Agreement constitutes a valid and binding obligation of
FoundryCo, enforceable against FoundryCo in accordance with its terms, except as
enforcement may be limited by general principles of equity whether applied in a
court of law or a court of equity, and by applicable bankruptcy, insolvency and
similar Laws affecting creditors’ rights and remedies generally.

SECTION 4.05. Absence of Further Requirements. The execution and
delivery of this Agreement by FoundryCo, the performance by FoundryCo of its
obligations hereunder and the consummation by FoundryCo of the transactions
contemplated hereby do not and will not require any Authorizations and do not
and will not require any Consents, except such as have been previously obtained
and will be in full force and effect as of such Funding Date.

SECTION 4.06. No Conflicts. The execution and delivery by FoundryCo of
this Agreement, the compliance by FoundryCo with all the provisions hereof, the
performance by FoundryCo of all of its obligations hereunder and the
consummation of the transactions contemplated hereby will not: (i) conflict with
or constitute a breach of any of the terms or provisions of, or a default under,
the constituent documents of FoundryCo or any of its Subsidiaries, any Material
FoundryCo Contract or any other indenture, loan agreement, mortgage, lease or
other agreement or instrument that is material to FoundryCo and its
Subsidiaries, taken as a whole, to which FoundryCo or any of its Subsidiaries is
a party or by which FoundryCo or any of its Subsidiaries or their respective
property is bound; (ii) materially violate or conflict with any Law applicable
to FoundryCo, any of its Subsidiaries or their respective property; (iii) result
in the imposition or creation of (or the obligation to create or impose) any
material Encumbrance on the assets, properties or business of FoundryCo under
any agreement or instrument to which FoundryCo or any of its Subsidiaries is a
party or by which FoundryCo or any of its Subsidiaries or their respective
property is bound; or (iv) result in the suspension, termination or revocation
of any material Consent or Authorization of FoundryCo or any of its Subsidiaries
or any other impairment of the rights of the holder of any such material Consent
or Authorization.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF FUNDING SHAREHOLDERS

Each of Oyster and Discovery, if applicable, severally and not jointly,
hereby represents and warrants as of each Funding Date to FoundryCo as follows:

SECTION 5.01. Organization. Such Shareholder has been duly organized,
validly existing and is in good standing under the laws of the jurisdiction of
its organization and has all power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.

SECTION 5.02. Authorization; Enforceability. The execution and
delivery of this Agreement by such Shareholder, the performance by such
Shareholder of its obligations hereunder and the consummation by such
Shareholder of the transactions contemplated hereby have been duly authorized by
all requisite action. This Agreement has been duly executed and delivered by
such Shareholder and this Agreement constitutes a valid and binding obligations
of such Shareholder, enforceable against such Shareholder in accordance with its
terms, except as enforcement may be limited by general principles of equity
whether applied in a court of law or a court of equity, and by applicable
bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies
generally.

SECTION 5.03. Absence of Further Requirements. To the knowledge of
such Shareholder, the execution and delivery of this Agreement by such
Shareholder, the performance by such Shareholder of its obligations hereunder
and the consummation by such Shareholder of the transactions contemplated hereby
do not and will not require any Authorization and do not and will not require
any Consents, except such as have been previously obtained and will be in full
force and effect as of such Funding Date.

SECTION 5.04. No Conflicts. The execution and delivery by such
Shareholder of this Agreement, the compliance by such Shareholder with all the
provisions hereof, the performance by such Shareholder of all of its obligations
hereunder, and the consummation of the transactions contemplated hereby will
not: (i) conflict with or constitute a breach of any of the terms or provisions
of the organizational documents of such Shareholder; or (ii) materially violate
or conflict with any Law applicable to such Shareholder.

SECTION 5.05. Investment Representations.

(a) Such Shareholder acknowledges and understands that (i) the Securities
have not been and will not be registered under the Securities Act or under any
state securities Laws and are being offered and sold in reliance upon federal
and state exemptions for transactions not involving any public offering,
(ii) such exemption depends in part upon, and such Securities are being sold in
reliance on, the representations and warranties set forth in this Agreement,
(iii) such Shareholder may have to bear the economic risk of its investment in
the Securities for an indefinite period of time because the Securities must be
held indefinitely unless subsequently registered under the Securities Act and
applicable state securities Laws or unless an exemption from such registration
is available, and (iv) a restrictive legend evidencing these restrictions shall
be placed on all certificates evidencing the Securities.

(b) Such Shareholder is an “accredited investor” as defined in Rule 501 of
Regulation D promulgated under the Securities Act, a sophisticated investor and,
by virtue of its business or financial experience, is capable of evaluating the
merits and risks of the investment in the Securities. Such Shareholder has been
provided an opportunity to ask questions of and receive answers from
representatives of FoundryCo concerning the terms and conditions of this
Agreement and the purchase of the Securities contemplated hereby.

(c) Such Shareholder is acquiring the Securities for the purpose of
investment and not with a view to, or for offer or sale in connection with, any
distribution thereof that would be prohibited by Law.

ARTICLE VI

CONDITIONS PRECEDENT TO OYSTER FUNDING

SECTION 6.01. Conditions Precedent To Oyster Funding on Each Funding
Date. The obligation of Oyster to purchase any Securities on any Funding
Date as contemplated by this Agreement shall be subject to the satisfaction or
waiver, on or prior to the applicable Funding Date, of each of the following
conditions precedent:

(a) Deliverables. (i) FoundryCo shall have delivered to Oyster the
closing deliverables set forth in Section 3.03.

(b) Representations and Warranties; Covenants.

(i)

the representations and warranties of FoundryCo set forth in this Agreement
shall be true and correct in all material respects on and as of such Funding
Date; and

(ii)

the covenants and agreements set forth in this Agreement to be complied with
by FoundryCo on or before the applicable Funding Date shall have been complied
with in all material respects.

(c) No Material Adverse Effect. No event or events shall have
occurred, or be reasonably likely to occur, which, individually or in the
aggregate, have, or are reasonably likely to have, (i) a FoundryCo Material
Adverse Effect or (ii) a Discovery Material Adverse Effect that could reasonably
be expected to materially and adversely affect Discovery’s performance of its
obligations under the Wafer Supply Agreement, including a sustained material
decrease in Discovery’s MPU forecasts, or Discovery’s MPU purchase orders under
the Wafer Supply Agreement being materially below its MPU forecasts thereunder
on a sustained basis.

(d) No Material Default Under Transaction Documents. As of such
Funding Date, there shall be no material breach or default by FoundryCo or
Discovery under the terms or provisions of any Transaction Document.

SECTION 6.02. Supplemental Conditions to Oyster Funding.

(a) In addition to the conditions precedent set forth in
Section 6.01, the obligation of Oyster to purchase any Securities offered
on any Funding Date during Phase I shall be subject to the satisfaction or
waiver of the supplemental conditions set forth in paragraph 1 under Legal
Conditions on Appendix H on or prior to such Funding Date.

(b) In addition to the conditions precedent set forth in
Section 6.01, the obligation of Oyster to purchase any Securities offered
on any Funding Date during Phase II shall be subject to the satisfaction or
waiver of each of the supplemental conditions set forth under Legal Conditions,
Financial Conditions and Strategic Conditions on Appendix H on or prior
to such Funding Date, except for any other date otherwise specified therein,
provided, however, that if any of the Financial Conditions or Strategic
Conditions on Appendix H has not been satisfied or waived on or prior to
such Funding Date, then Oyster’s funding obligation may, at Oyster’s option, be
reduced to the Minimum Funding Level until such date, if any, when Oyster
receives evidence to its reasonable satisfaction that such condition has been
satisfied. For the avoidance of doubt, with respect to any Abu Dhabi-related
Strategic Condition set forth on Appendix H, such condition shall be
deemed satisfied if FoundryCo shall have performed in all material respects all
obligations in its reasonable control, regardless of whether or not such
Strategic Condition or milestone shall have in fact been achieved.

(c) In addition to the conditions precedent set forth in
Section 6.01, the obligation of Oyster to purchase any Securities offered
on any Funding Date during Phase III shall be subject to approval of the Annual
Business Plan for the applicable Fiscal Year in accordance with this Agreement
and the Shareholders’ Agreement and the satisfaction or waiver of the
supplemental conditions set forth in paragraph 1 under Legal Conditions on
Appendix H on or prior to such Funding Date.

ARTICLE VII

OTHER AGREEMENTS

SECTION 7.01. Agreement Regarding Conditions Precedent. Oyster and
Discovery agree to use their commercially reasonable efforts to cause each of
its designees to the Board to refrain from taking any action that would prevent,
restrict or limit FoundryCo’s ability to satisfy each of the applicable
conditions precedent set forth in Article VI.

SECTION 7.02. Force Majeure Event. The Parties agree that in the event
of a Force Majeure Event that has directly caused the failure to satisfy any Abu
Dhabi-related Strategic Condition set forth in Appendix H, then the
target date for such Strategic Condition shall be automatically extended until
such condition has been satisfied, at which time each Shareholder’s respective
obligations under Article III shall automatically resume.

SECTION 7.03. Confidentiality. The Parties agree that any information
relating to FoundryCo, the other Shareholder, or any of their respective
Subsidiaries that is proprietary to FoundryCo, the other Shareholder or any of
their respective Subsidiaries, as applicable, or otherwise not available to the
general public, received in connection with this Agreement shall be treated as
“Confidential Information” in accordance with Section 5.04 of the
Shareholders’ Agreement.

ARTICLE VIII

BUSINESS PLAN DEADLOCK RESOLUTION

SECTION 8.01. Business Plan Deadlock Resolution During Phase I. In the
event of a Business Plan Deadlock as a result of not being able to approve the
Annual Business Plan for the Fiscal Year ending in 2010, Oyster shall be
obligated to, and Discovery may if it elects to, continue to fund at the
Original Funding Level through the end of Phase I, subject to the satisfaction
or waiver of the conditions set forth in Section 6.01 and
Section 6.02(a). If at the end of such Fiscal Year, the Annual Business
Plan for the Fiscal Year ending in 2011 is approved in accordance with this
Agreement and the Shareholders’ Agreement, then funding shall be at the Original
Funding Level, subject to the satisfaction or waiver of the conditions set forth
in Section 6.01 and Section 6.02(b). If at the end of such Fiscal
Year, the Annual Business Plan for the Fiscal Year ending in 2011 is not so
approved, then the provisions of Section 8.02 below shall apply.

SECTION 8.02. Business Plan Deadlock Resolution During Phase II.

(a) In the event of a Business Plan Deadlock with respect to any Fiscal Year
of Phase II, Oyster shall continue to provide funding in an amount at least
equal to the Minimum Funding Level and up to the Original Funding Level, subject
to satisfaction or waiver of the conditions set forth in Section 6.01
and Section 6.02(b), until either (i) approval of the Annual Business
Plan, in which case Oyster’s funding commitment shall revert to the Original
Funding Level, subject to satisfaction or waiver of the conditions set forth in
Section 6.01 and Section 6.02(b), or (ii) Oyster notifies
FoundryCo that it has elected to have FoundryCo enter

into the Transition Period, in which case Section 8.04 will become
effective immediately upon such notice.

(b) In the event Oyster does not elect to have FoundryCo enter into the
Transition Period pursuant to Section 8.02(a)(ii), Oyster shall, within
five (5) Business Days of the end of each fiscal quarter, provide FoundryCo with
notice of the amount of funding Oyster is committing to fund for the following
fiscal quarter, FoundryCo shall include such amount in any First Funding Notice
delivered with respect to such following fiscal quarter, and the funding
procedures set forth in Article III shall otherwise continue to apply.

SECTION 8.03. Business Plan Deadlock Resolution During Phase III.

(a) In the event of a Business Plan Deadlock with respect to any Fiscal Year
of Phase III, Oyster shall continue to provide funding in an amount at least
equal to the Transition Funding Level and up to the Phase III Alternate Funding
Level, subject to satisfaction or waiver of the conditions set forth in
Section 6.01 and Section 6.02(c) (other than the approval of the
Annual Business Plan), until either (i) approval of the Annual Business Plan, in
which case Oyster’s funding commitment shall revert to the level set forth in
such approved Annual Business Plan, subject to satisfaction or waiver of the
conditions set forth in Section 6.01 and Section 6.02(c), or
(ii) Oyster notifies FoundryCo that it has elected to have FoundryCo enter into
the Transition Period, in which case Section 8.04 will become effective
immediately upon such notice.

(b) In the event Oyster does not elect to have FoundryCo enter into the
Transition Period pursuant to Section 8.03(a)(ii), Oyster shall, within
five (5) Business Days of the end of each fiscal quarter, provide FoundryCo with
notice of the amount of funding Oyster is committing to fund for the following
fiscal quarter, FoundryCo shall include such amount in any First Funding Notice
delivered with respect to such following fiscal quarter, and the funding
procedures set forth in Article III shall otherwise continue to apply.

SECTION 8.04. Transition Period. If Oyster elects to have FoundryCo
enter into the Transition Period pursuant to Section 8.02 or
Section 8.03, then the Parties agree that such Transition Period shall be
governed by the following:

(a) Prior to any request for equity funding from the Shareholders, the
Management Team shall have first complied with the obligation regarding Debt
Financing set forth in Section 2.01(b).

(b) The funding procedures set forth in Article III shall continue to
apply.

(c) Oyster shall only be obligated to provide funding through the Transition
Period at the Minimum Funding Level in the case of a Transition Period during
Phase II and at the Transition Funding Level in the case of a Transition Period
during Phase III, in each case subject to the satisfaction or waiver of the
conditions set forth in Section 6.01 and the supplemental conditions set
forth in paragraph 1 under Legal Conditions on Appendix H on or prior to
any Funding Date.

(d) The Shareholders shall jointly pursue, in good faith, transition options
during the Transition Period, including without limitation, winding-down,
selling or liquidating FoundryCo.

(e) Upon termination of the Transition Period, Oyster shall have the option
to purchase in cash, in accordance with Section 3.11 of the Shareholders’
Agreement, any or all Securities (valued at their Fair Market Value) held by
Discovery and its Permitted Transferees at a price equal to their Fair Market
Value.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Termination(a). This Agreement shall terminate upon the
earlier of (i) a written agreement to that effect, signed by all Parties hereto
then possessing any rights hereunder, and (ii) the termination of the Transition
Period. If this Agreement is terminated pursuant to this Section 9.01
(Termination), all rights and obligations of the Parties hereunder (except for
Section 7.03 (Confidentiality), this Section 9.01,
Section 9.02 (Notices), Section 9.10 (Governing Law; Arbitration),
Section 9.13 (Expenses) and Appendix A (Defined Terms)) shall terminate.

SECTION 9.02. Notices. All notices, requests, claims, demands and
other communications hereunder shall be given or made in accordance with
Section 14.01 of the Master Transaction Agreement.

SECTION 9.03. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any Law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect for so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any Party hereto. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
Parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the Parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent possible.

SECTION 9.04. Entire Agreement. This Agreement constitutes the entire
agreement of the Parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the Parties with respect to the subject matter hereof.

SECTION 9.05. Assignment. This Agreement may not be assigned by
operation of law or otherwise without the express written consent of each Party
hereto (which consent may be granted or withheld in the sole discretion of such
Party) and any such assignment or attempted assignment without such consent
shall be void, provided, however, that Oyster may assign all
of its rights and obligations under this Agreement without any consent to any
Permitted Transferee.

SECTION 9.06. Amendment. This Agreement may not be amended or modified
except (a) by an instrument in writing signed by, or on behalf of, each Party
hereto or (b) by a waiver in accordance with Section 9.07.

SECTION 9.07. Waiver. Any Party to this Agreement may (a) extend the
time for the performance of any of the obligations or other acts of any other
Party, (b) waive any inaccuracies in the representations and warranties of other
Parties contained herein or in any document delivered by other Parties pursuant
hereto or (c) waive compliance with any of the agreements of other Parties or
conditions to such Party’s obligations contained herein. Any such extension or
waiver shall be valid only if set forth in an instrument in writing signed by
the Party to be bound thereby. Any waiver of any term or condition shall not be
construed as a waiver of any subsequent breach or a subsequent waiver of the
same term or condition, or a waiver of any other term or condition of this
Agreement. The failure of any Party hereto to assert any of its rights hereunder
shall not constitute a waiver of any of such rights. All rights and remedies
existing under this Agreement are cumulative to, and not exclusive of, any
rights or remedies otherwise available.

SECTION 9.08. Third Party Beneficiaries. This Agreement shall be
binding upon and inure solely to the benefit of the Parties hereto and their
respective successors and permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person, including any
union or any employee or former employee of any Party, any legal or equitable
right, benefit or remedy of any nature whatsoever, including any rights of
employment for any specified period, under or by reason of this Agreement.

SECTION 9.09. Further Assurances. Each of the Parties hereto shall use
commercially reasonable efforts to take, or cause to be taken, all appropriate
action, and to do, or cause to be done, all things necessary, proper or
advisable under applicable Law to consummate and make effective the transactions
contemplated pursuant to this Agreement.

SECTION 9.10. Governing Law; Arbitration.

(a) This Agreement shall be governed by, and construed in accordance with,
the Laws of the State of New York applicable to contracts executed in and to be
performed in that State, without regard to principles of the conflict of laws.

(b) Any dispute arising out of, or in connection with this Agreement or any
transactions contemplated hereby, including any question regarding the
existence, validity, interpretation, breach or termination of this Agreement (a
“Dispute“), shall be referred, upon written notice (a “Dispute
Notice“) given by one Party to the other(s), to a senior executive from each
Party. The senior executives shall seek to resolve the Dispute on an amicable
basis within thirty (30) days of the Dispute Notice being received.

(c) Any Dispute not resolved within thirty (30) days of the Dispute Notice
being received shall be referred to, and shall be finally and exclusively
resolved by, arbitration under the Rules of the London Court of International
Arbitration (the “LCIA Rules“) then in effect, as amended by this
Section 9.10, which LCIA Rules are deemed to be incorporated by reference into
this Section 9.10. The seat, or legal place, of the arbitration shall be London,

England. The language of the arbitration shall be English. The number of
arbitrators shall be three. Each Party shall nominate one arbitrator and the two
arbitrators nominated by the Parties shall, within thirty (30) days of the
appointment of the second arbitrator, agree upon and nominate a third arbitrator
who shall act as Chairman of the Tribunal (as such terms are defined in the LCIA
Rules). If no agreement is reached within thirty (30) days, the LCIA Court (as
such term is defined in the LCIA Rules) shall appoint a third arbitrator to act
as Chairman of the Tribunal. The Chairman of the arbitration panel should not be
a citizen or a resident of the country of an arbitrator nominated by, or
appointed on behalf of, a Party nor should the Chairman be a citizen or a
resident of the United States of America or the United Arab Emirates. It is
hereby expressly agreed that if there is more than one claimant party or more
than one respondent party, the claimant parties shall together nominate one
arbitrator and the respondent parties shall together nominate one arbitrator. In
the event that a sole claimant or the claimant parties, on the one side, or a
sole respondent or the respondent parties, on the other side, fails to nominate
its/their arbitrator, such arbitrator shall be appointed by the LCIA Court. Any
award issued by the arbitrators shall be final and binding upon the Parties,
and, subject to this Section 9.10(c) and to Section 9.10(d), may be entered and
enforced in any court of competent jurisdiction by any of the Parties. In the
event any Party subject to such final and binding award desires to have it
confirmed by a final order of a court, the only court which may do so shall be a
court of competent jurisdiction located in London, England; provided however,
that nothing in this sentence shall prejudice or prevent a Party from enforcing
the arbitrators’ final and binding award in any court of competent jurisdiction.
The Parties hereto acknowledge and agree that any breach of the terms of this
Agreement could give rise to irreparable harm for which money damages would not
be an adequate remedy. Accordingly, the Parties agree that, prior to the
formation of the Tribunal, the Parties have the right to apply exclusively to
any court of competent jurisdiction or other judicial authority located in
London, England for interim or conservatory measures, including, without
limitation, to compel arbitration (an “Interim Relief Proceeding“).
Furthermore, the Parties agree that, after the formation of the Tribunal, the
arbitrators shall have the sole and exclusive power to grant temporary,
preliminary and permanent relief, including injunctive relief and specific
performance, and any then pending Interim Relief Proceeding shall be
discontinued without prejudice to the rights of any of the parties thereto.
Unless otherwise ordered by the arbitrators pursuant to the terms hereof, the
arbitrators’ expenses shall be shared equally by the Parties. In furtherance of
the foregoing, each of the Parties hereto irrevocably submits to: (i) the
exclusive jurisdiction of the courts of England located in London, England in
relation to any Interim Relief Proceeding and; (ii) the non-exclusive
jurisdiction of the courts of England located in London, England with respect to
the enforcement of any arbitral award rendered in accordance with this
Section 9.10; and, with respect to any such suit, action or proceeding, waives
any objection that it may have to the courts of England located in London,
England on the grounds of inconvenient forum. For the avoidance of doubt, where
an arbitral tribunal is appointed under this Agreement, the whole of its award
shall be deemed for the purposes of the New York Convention on the Recognition
and Enforcement of Foreign Arbitral Awards of 1958 to be contemplated by this
Agreement (and judgment on any such award may be entered in accordance with the
provisions set forth in this Section 9.10).

(d) Oyster hereby irrevocably waives to the fullest extent permitted by
applicable Law whatever defense it may have of sovereign immunity against suit
or enforcement, for itself and its property (presently owned or subsequently
acquired, and whether related to this

Agreement or not), in: (i) any arbitration proceedings commenced and held in
London, England in accordance with Section 9.10(c); (ii) any Interim Relief
Proceeding commenced and held in a court of competent jurisdiction in London,
England, in accordance with Section 9.10(c); (iii) any proceedings in a court of
competent jurisdiction located in London, England to confirm an award rendered
by the arbitrators in accordance with this Section 9.10; and (iv) any
proceedings in a court of competent jurisdiction to enforce an award, and Oyster
agrees that it will not raise, claim or cause to be pleaded any such immunity at
or in respect of any such action or proceeding.

(e) The Parties hereto agree that the process by which any arbitral or other
proceedings in London, England are begun may be served on them by being
delivered to Law Debenture Corporate Services Limited or their registered
offices for the time being and by giving notice in accordance with Section 9.02.
If Law Debenture Corporate Services Limited is not or ceases to be effectively
appointed to accept service of process in England on any Party’s behalf, such
Party shall immediately appoint a further person in England to accept service of
process on its behalf. If within fifteen (15) days of notice from a Party
requiring another Party to appoint a person in England to accept service of
process on its behalf the other Party fails to do so, the Party shall be
entitled to appoint such a person by written notice to the other Party. Nothing
in this paragraph shall affect the right of the Parties to serve process in any
other manner permitted by Law.

SECTION 9.11. Currency. Unless otherwise specified in this Agreement,
all references to currency, monetary values and dollars set forth herein shall
mean United States (U.S.) dollars and all payments hereunder shall be made in
United States dollars.

SECTION 9.12. No Presumption Against Drafting Party. Each Party hereto
acknowledges and agrees it has had the opportunity to draft, review and edit the
language of this Agreement and that each of the Parties hereto has been
represented by counsel in connection with the negotiation and execution of this
Agreement and the other Transaction Documents. Accordingly, any rule of law or
any legal decision that would require interpretation of any claimed ambiguities
in this Agreement against the drafting party has no application and is expressly
waived.

SECTION 9.13. Expenses. Except as otherwise specified in this
Agreement, all costs and expenses, including fees and disbursements of counsel,
financial advisors and accountants, incurred in connection with this Agreement
and in closing and carrying out the transactions contemplated hereby shall be
paid by the Party incurring such costs or expenses.

SECTION 9.14. Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different Parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as
of the date first written above by their respective officers thereunto duly
authorized.


ADVANCED MICRO DEVICES, INC.

By:		/s/ Devinder Kumar
Name:
Title:

ADVANCED TECHNOLOGY INVESTMENT COMPANY LLC

By:		/s/ Ibrahim Ajami
Name: Ibrahim Ajami
Title: Chief Executive Officer

GLOBALFOUNDRIES INC.

By:		/s/ D.A. Grose
Name: D.A. Grose
Title: CEO

APPENDIX A

Certain Defined Terms. For purposes of this Agreement:

“Additional Shares” has the meaning set forth in the Shareholders’
Agreement.

“Affiliate” has the meaning set forth in the Shareholders’ Agreement.

“Agreement” or “this Agreement” means this Funding Agreement
between the Parties hereto (including the Appendixes hereto) and all amendments
hereto made in accordance with the provisions hereof.

“Annual Business Plan” means the then current annual business plan and
budget of FoundryCo that has been approved by the Board in accordance with this
Agreement and the Shareholders’ Agreement.

“Authorization” has the meaning set forth in the Master Transaction
Agreement.

“Board” means the Board of Directors of FoundryCo, as specified in the
Memorandum and Articles of Association.

“Business Day” means any day that is not a Friday, a Saturday, a
Sunday or other day on which banks are required or authorized by Law to be
closed in The City of New York or in Abu Dhabi.

“Cash and Cash Equivalents” means (i) cash on hand and any credit
balance in United States dollars, Euros or any other currency on any current
savings or deposit account with any bank that is repayable on demand or upon and
not more than ninety (90) days’ notice; (ii) securities denominated in United
States dollars, Euros or any other currency that are not convertible into any
other form of security and are rated or issued by any Person rated Aa2 or better
by Moody’s or AA or better by Standard & Poor’s; (iii) securities
denominated in United States dollars, Euros or any other currency that are not
convertible into any other form of security and are rated at least P-1 by
Moody’s or A-1 by Standard & Poor’s; (iv) certificates of deposit
denominated in United States dollars, Euros or any other currency issued by, and
acceptances so denominated by, banking institutions authorized under applicable
legislation which at the time of making such issue or acceptances, have
outstanding debt securities rated as provided in clause (iii) above, and
(v) such other securities (if any) as are approved as such in writing by each of
Discovery and Oyster which, in each case, have no more than twelve (12) months
to final maturity.

“Class A Convertible Note” means a promissory note of FoundryCo,
convertible into Class A Preferred Shares that was issued pursuant to the
Original Agreement or the Master Transaction Agreement.

“Class A Preferred Shares” means the Class A preferred shares of
FoundryCo, with the rights, preferences and privileges set forth in the
Memorandum and Articles of Association.

A-1

“Class B Convertible Note” means a promissory note of FoundryCo,
convertible into Class B Preferred Shares, that was issued pursuant to the
Original Agreement or the Master Transaction Agreement.

“Class B Ordinary Shares” means the Class B ordinary shares of
FoundryCo, with rights, preferences and privileges set forth in the Memorandum
and Articles of Association.

“Class B Preferred Shares” means the Class B preferred shares of
FoundryCo, with the rights, preferences and privileges set forth in the
Memorandum and Articles of Association.

“Closing” has the meaning set forth in the Master Transaction
Agreement.

“Closing Date” means the date of the Closing, as further described in
Section 2.03 of the Master Transaction Agreement.

“Consent” has the meaning set forth in the Master Transaction
Agreement.

“control” (including the terms “controlled by” and “under
common control with“), with respect to the relationship between or among two
or more Persons, means the possession, directly or indirectly or as trustee,
personal representative or executor, of the power to direct or cause the
direction of the affairs or management of a Person, whether through the
ownership of voting securities, as trustee, personal representative or executor,
by contract, credit arrangement or otherwise.

“Convertible Notes” means the Class A Convertible Notes and the
Class B Convertible Notes.

“Cumulative Gross Margin” has the meaning set forth in Appendix
H attached hereto.

“Cumulative Revenue” has the meaning set forth in Appendix H
attached hereto.

“Debt Funding Level” is the estimated level of gross third-party debt
funding for any Fiscal Year, based on the Original Funding Level scenario, as
set forth in the Five-Year Capital Plan.

“Discovery Material Adverse Effect” has the meaning set forth in the
Master Transaction Agreement.

“Dresden Subsidies” means subsidies in the amount and form approved as
of the Closing Date, and as set forth in the Five-Year Capital Plan, in the form
of a loan guarantee and cash subsidies provided, or to be provided, by the
Federal Republic of Germany and/or the State of Saxony relating to Fab 30, Fab
36 and Fab 38 and not any other fabs in Dresden.

“Encumbrance” has the meaning set forth in the Master Transaction
Agreement.

A-2

“Exchange Act” means the United States Securities Exchange Act of
1934, as amended.

“Fair Market Value” has the meaning set forth in the Shareholders’
Agreement.

“Fiscal Year” means the fiscal year of FoundryCo.

“Five-Year Capital Plan” means the initial five-year capital plan of
FoundryCo attached hereto as Appendix C that includes (i) initial
five-year projections of FoundryCo’s estimated capital expenditures and
revenues, (ii) the amounts of the Dresden Subsidies and New York Subsidies
available over such five-year period, (iii) the Original Funding Level and
Minimum Funding Level over such five-year period, and (iv) the projected Debt
Funding Level and Minimum Debt Funding Level over such five-year period, as
amended, modified or revised by the Board in accordance with the Shareholders’
Agreement.

“Force Majeure Event” means any event or circumstance beyond the
reasonable control of any Party (other than general industry, business or
economic conditions or competitive factors adversely affecting Discovery or
FoundryCo) that could not have been avoided by due diligence and use of
reasonable efforts by the affected Party, including war (declared or not),
hostilities, blockade, revolution, insurrection, riot, fire, flood, earthquake,
storm or similar acts of God, change of Law and acts of Governmental
Authorities.

“FoundryCo Group” has the meaning set forth in the Master Transaction
Agreement.

“FoundryCo Material Adverse Effect” has the meaning set forth in the
Master Transaction Agreement.

“GAAP” has the meaning set forth in the Shareholders’ Agreement.

“Governmental Authority” has the meaning set forth in the Master
Transaction Agreement.

“Intel Patent Cross License Agreement” has the meaning set forth in
the Master Transaction Agreement.

“Law” means any federal, national, supranational, state, provincial,
local or similar statute, law, ordinance, decree, regulation, rule, code, order,
requirement or rule of law (including common law).

“Management Team” shall mean the chief executive officer and chief
financial officer and such other officers of FoundryCo as may be designated as
such by the Board.

“Master Transaction Agreement” means the Master Transaction Agreement
by and among Discovery, Oyster and the other parties thereto, dated as of
October 6, 2008, as amended.

A-3

“Material FoundryCo Contract” means those contracts set forth in
Section 4.13(a) of the Disclosure Schedule of the Master Transaction
Agreement, as updated by FoundryCo on each Funding Date.

“Memorandum and Articles of Association” means the Memorandum and
Articles of Association of FoundryCo filed with the Registrar of Companies in
the Cayman Islands.

“Minimum Debt Funding Level” is the estimated level of gross
third-party debt funding for any Fiscal Year, based on the Minimum Funding Level
scenario, as set forth in the Five-Year Capital Plan.

“Minimum Funding Level” is the level of equity funding as set forth in
the Five-Year Capital Plan for any Fiscal Year during Phase II, which is
intended to be sufficient to both (i) continue to meet Discovery’s volume
requirements as set forth in the Wafer Supply Agreement, and (ii) continue to
build out both Fab 38 in Dresden and Fab 4x in New York to the capacities
required to ensure continued availability of one hundred percent (100%) of the
Dresden Subsidies and one hundred percent (100%) of the New York Subsidies,
provided, however, that the cumulative amount of such equity funding
shall not exceed $3.582 billion.

“New York Subsidies” means subsidies in the amount and form approved
as of the Closing Date and, as set forth in the Five-Year Capital Plan, in the
form of grants, incentives and other benefits provided, or to be provided, by
the Empire State Development Corporation, the State of New York and the County
of Saratoga relating only to building Fab 4x and not any other fabs in New York.

“Number of Outstanding Preferred Shares” means, as of any
determination date, the aggregate number of outstanding Class A Preferred Shares
and Class B Preferred Shares, assuming conversion of all outstanding Class A
Convertible Notes into Class A Preferred Shares and the conversion of all
outstanding Class B Convertible Notes into Class B Preferred Shares, each in
accordance with the terms set forth therein.

“Original Funding Level” is the level of original equity funding
(excluding any Debt Funding Level) as set forth in the Five-Year Capital Plan
for any Fiscal Year through Phase II without giving effect to any Minimum
Funding Level or Transition Funding Level, provided, however, that the
cumulative amount of such equity funding shall not exceed $5.847 billion.

“Oyster/FoundryCo Cash Consideration” has the meaning set forth in the
Master Transaction Agreement.

“Permitted Transferee” has the meaning set forth in the Shareholders’
Agreement.

“Person” means any individual, partnership, firm, corporation, limited
liability company, association, trust, unincorporated organization or other
entity, as well as any syndicate or group that would be deemed to be a person
under Section 13(d)(3) of the Exchange Act.

A-4

“Phase I” means the period commencing on the date hereof and ending on
the last day of the Fiscal Year ending in 2010.

“Phase II” means the period commencing on the first day of the Fiscal
Year ending in 2011 and ending on the last day of the Fiscal Year ending in
2013.

“Phase III” means the period commencing the first day of the Fiscal
Year ending in 2014 and ending on the date this Agreement is terminated pursuant
to the provisions hereof.

“Phase III Alternate Funding Level” is the level of equity funding for
any Fiscal Year during Phase III, which shall be sufficient to meet Discovery’s
MPU volume requirements for such Fiscal Year as set forth in the Wafer Supply
Agreement, and shall include additional funding up to, at Oyster’s election:
(i) the level of funding as set forth in the most recently approved Annual
Business Plan, or (ii) a level of funding sufficient to continue to build out
the next fabs after Fab 4x, as determined by Oyster in its sole discretion.

“Pro Rata Portion” means, as of any determination date, the aggregate
number of Securities owned as of such date by a Shareholder and its Permitted
Transferees divided by the aggregate number of Securities owned as of such date
by both Shareholders and their Permitted Transferees, calculated on an
as-converted into Class B Ordinary Shares basis, but excluding (i) any Class B
Ordinary Shares or Securities, or securities convertible or exchangeable into or
exercisable for any Class B Ordinary Shares or Securities, held by any Person
other than a Shareholder and its Permitted Transferees; (ii) the Additional
Shares with respect to the Class B Preferred Shares and (iii) any accrued and
unpaid interest on the Convertible Notes.

“Remaining Discovery Subsidiaries” has the meaning set forth in the
Master Transaction Agreement.

“Securities” means the Class A Preferred Shares issued by FoundryCo
pursuant to the terms of this Agreement and any securities into which such
Securities may be converted, exchanged or exercised.

“Securities Act” means the United States Securities Act of 1933, as
amended.

“Shareholders’ Agreement” means the Shareholders’ Agreement among
Oyster, Discovery and FoundryCo, dated as of the date hereof, as may be amended
from time to time.

“Subsidiary” or “Subsidiaries“, with respect to any Person,
means any and all corporations, partnerships, limited liability companies, joint
ventures, associations and other entities controlled by such Person, directly or
indirectly or in which such Person directly or indirectly has at least 50% of
the voting power to elect the board of directors or other governing body of such
entity, provided, however, that solely for purposes of this Agreement
neither FoundryCo nor any member of the FoundryCo Group shall be deemed to be a
Subsidiary of Discovery following the Closing. The foregoing proviso shall be
applicable only to this Agreement and shall not be applicable to, and shall have
no relevance with respect to, any other agreement, arrangement, understanding,
contract, license or mortgage to which any of Oyster, Discovery or FoundryCo, or
any of their respective Affiliates, is or may become a party or the
interpretation thereof, unless such proviso is included therein.

A-5

“Transaction Documents” has the meaning set forth in the Master
Transaction Agreement.

“Transition Funding Level” is the level of equity funding during the
Transition Period, which shall be sufficient to meet Discovery’s MPU volume
requirements for such period, such requirements to be based on binding MPU
forecasts for such period delivered and agreed to in accordance with the Wafer
Supply Agreement.

“Transition Period” means a period beginning on the date of notice of
Oyster’s election to have FoundryCo enter into the Transition Period pursuant to
Section 8.02(a)(ii) or Section 8.03(a)(ii), as applicable, and
ending on the later of (i) twelve (12) months after such date and (ii) the last
day of the Fiscal Year ending in 2013.

“Wafer Supply Agreement” has the meaning set forth in the Master
Transaction Agreement.

A-6

Table of Additional Definitions. The following terms have the meanings
set forth in the Sections set forth below:


Definition		Location

“Agreement“		Preamble
“Business Plan Deadlock“		2.01(e)
“Debt Financing“		2.01(b)
“Discovery“		Preamble
“Dispute“		9.10(b)
“Dispute Notice“		9.10(b)
“Estimated NTA“		3.02(c)
“First Annual Business Plan“		2.01(a)
“First Funding Notice“		3.01(a)
“FoundryCo“		Preamble
“Funding Date“		3.01(a)
“Interim Relief Proceeding“		9.10(c)
“LCIA Rules“		9.10(c)
“Original Agreement“		Recitals
“Oyster“		Preamble
“Party“		Preamble
“Rollover Amount“		3.01(c)(iv)
“Rules“		9.10(c)
“Second Funding Notice“		3.01(e)
“Shareholder“		Preamble

A-7

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