{"id":40758,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amended-and-restated-shareholders-agreement-advanced-micro.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-and-restated-shareholders-agreement-advanced-micro","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/amended-and-restated-shareholders-agreement-advanced-micro.html","title":{"rendered":"Amended and Restated Shareholders’ Agreement – Advanced Micro Devices"},"content":{"rendered":"

EXECUTION VERSION <\/strong><\/p>\n<\/p>\n

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT<\/p>\n<\/p>\n

By and Among<\/p>\n

ADVANCED MICRO DEVICES, INC.,<\/p>\n

ADVANCED TECHNOLOGY INVESTMENT COMPANY LLC,<\/p>\n

ATIC INTERNATIONAL INVESTMENT COMPANY LLC,<\/p>\n

and<\/p>\n

GLOBALFOUNDRIES INC.<\/p>\n

Dated as of December 27, 2010<\/p>\n

\n

TABLE OF CONTENTS <\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nPage<\/strong><\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE I<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DEFINITIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 1.01 Certain Defined Terms<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 1.02 Interpretation and Rules of Construction<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE II<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

GOVERNANCE<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 2.01 Share Capital<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.02 Voting<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.03 Board of Directors<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.04 Removal of Board Members; Vacancies<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.05 Committees<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.06 Additional Financings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.07 Certain Other Corporate Actions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.08 Acknowledgment Regarding Fiduciary Duties<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.09 Delivery of Notice for General Meeting and Board Meeting<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE III<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

RESTRICTIONS ON TRANSFER OF SECURITIES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 3.01 General Rules<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.02 General Restrictions on Transfer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.03 Certain Restrictions on Transfer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.04 Permitted Transferees<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.05 Right of First Offer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.06 Right of Last Look<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.07 Tag-Along Rights<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.08 Drag-Along Rights<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.09 Certain Persons to Execute Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.10 Equivalent Rights<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.11 Put and Call Options; Fair Market Valuation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IV<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BOOKS AND RECORDS; FINANCIAL STATEMENTS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.01 Books and Records; Financial Statements<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE V<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

OTHER AGREEMENTS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.01 Discovery Change of Control Transaction<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

22<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.02 New Investors to Execute Agreement Regarding Restrictions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.03 Further Assurances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.04 Confidential Information<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.05 Directors’ and Officers’ Liability Insurance and Indemnification
\nAgreements<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.06 Export Controls<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.07 Rights to Purchase New Shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.08 Intel Patent Cross License Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

27<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.09 Fab Build-Outs<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

27<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VI<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

CERTAIN GOVERNANCE MATTERS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 6.01 Approval of Certain Matters by Majority Vote<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

27<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VII<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DISSOLUTION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.01 Dissolution<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

28<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VIII<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MISCELLANEOUS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 8.01 Termination<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.02 Notices<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.03 Public Announcements<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.04 Severability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.05 Entire Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.06 Assignment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.07 Amendment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.08 Waiver<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.09 Third Party Beneficiaries<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.10 Governing Law; Arbitration<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.11 Currency<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.12 Counterparts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.13 Expenses<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.14 No Presumption Against Drafting Party<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
EXHIBITS<\/u><\/strong><\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Exhibit A<\/p>\n<\/td>\n

<\/td>\n\n

Form of Joinder Agreement for Shareholder<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit B<\/p>\n<\/td>\n

<\/td>\n\n

Form of Indemnification Agreement<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit C<\/p>\n<\/td>\n

<\/td>\n\n

Form of FoundryCo Export Control Policy<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit D<\/p>\n<\/td>\n

<\/td>\n\n

Fab Build-Outs<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
APPENDICES<\/u><\/strong><\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

APPENDIX A<\/p>\n<\/td>\n

<\/td>\n\n

Definitions<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT <\/strong>\n<\/p>\n

This AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Shareholders’
\nAgreement<\/u>” and as referred to herein, this “Agreement<\/u>“), dated as of
\nDecember 27, 2010 is entered into by and among Advanced Micro Devices, Inc., a
\nDelaware corporation (“Discovery<\/u>“), Advanced Technology Investment
\nCompany LLC, a limited liability company established under the laws of the
\nEmirate of Abu Dhabi and wholly-owned by the Government of Abu Dhabi
\n(“Oyster<\/u>“), ATIC International Investment Company LLC, a limited
\nliability company established under the laws of the Emirate of Abu Dhabi and
\nwholly-owned by the Government of Abu Dhabi (“Bidco<\/u>“) (each of Discovery,
\nOyster and Bidco being a “Shareholder<\/u>” and together the
\n“Shareholders<\/u>“), and GLOBALFOUNDRIES Inc., an exempted company
\nincorporated under the laws of the Cayman Islands (“FoundryCo<\/u>“).
\nDiscovery, Oyster, Bidco and FoundryCo are sometimes referred to herein as the
\n“Parties<\/u>“, and each individually as a “Party<\/u>“.<\/p>\n

RECITALS <\/strong><\/p>\n

WHEREAS, the Shareholders, together with their respective Subsidiaries, own
\nall of the Outstanding Shares of capital stock of FoundryCo.<\/p>\n

WHEREAS, FoundryCo, Discovery and Oyster are parties to that certain
\nShareholders’ Agreement, dated as of March 2, 2009 (the “Original
\nAgreement<\/u>“);<\/p>\n

WHEREAS, the Parties desire to amend and restate the Original Agreement as
\nset forth herein in order to reflect the occurrence of certain events that have
\ntranspired since the date of the Original Agreement, including, but not limited
\nto, the occurrence of a Reconciliation Event (as defined in the Original
\nAgreement), the irrevocable waiver by Discovery of certain rights it was granted
\npursuant to the Original Agreement, and the issuance by FoundryCo of Shares to
\nBidco;<\/p>\n

WHEREAS, Section 8.07 of the Original Agreement provides that the Original
\nAgreement may be amended by an instrument in writing signed by each Party
\nthereto; and<\/p>\n

WHEREAS, each Party to the Original Agreement is executing this Shareholders’
\nAgreement.<\/p>\n

NOW, THEREFORE, in consideration of the premises and the mutual agreements
\nand covenants hereinafter set forth, and intending to be legally bound, the
\nParties hereby agree that the Original Agreement is, as of and at the date first
\nwritten above, amended and restated in its entirety to read as follows:<\/p>\n

\n

ARTICLE I<\/p>\n

DEFINITIONS<\/p>\n

SECTION 1.01 Certain Defined Terms<\/u><\/p>\n

Capitalized terms used and not otherwise defined in this Agreement shall have
\nthe respective meanings referred to or ascribed to such terms in Appendix A.\n<\/p>\n

SECTION 1.02 Interpretation and Rules of Construction<\/u><\/p>\n

In this Agreement, except to the extent otherwise provided or that the
\ncontext otherwise requires:<\/p>\n

(a) when a reference is made in this Agreement to an Article, Section,
\nExhibit or Schedule, such reference is to an Article or Section of, or a
\nSchedule or Exhibit to, this Agreement unless otherwise indicated;<\/p>\n

(b) the table of contents and headings for this Agreement are for reference
\npurposes only and do not affect in any way the meaning or interpretation of this
\nAgreement;<\/p>\n

(c) whenever the words “include,” “includes” or “including” are used in this
\nAgreement, they are deemed to be followed by the words “without limitation”;\n<\/p>\n

(d) the words “hereof,” “herein” and “hereunder” and words of similar import,
\nwhen used in this Agreement, refer to this Agreement as a whole and not to any
\nparticular provision of this Agreement;<\/p>\n

(e) all terms defined in this Agreement have the defined meanings when used
\nin any certificate or other document made or delivered pursuant hereto, unless
\notherwise defined therein;<\/p>\n

(f) the definitions contained in this Agreement are applicable to the
\nsingular as well as the plural forms of such terms;<\/p>\n

(g) whenever the context may require, any pronoun shall include the
\ncorresponding masculine, feminine and neuter forms;<\/p>\n

(h) any Law defined or referred to herein or in any agreement or instrument
\nthat is referred to herein means such Law or statute as from time to time
\namended, modified or supplemented, including by succession of comparable
\nsuccessor Laws, and any rules and regulations promulgated under such Laws;<\/p>\n

(i) any reference in this Agreement to a “day” or a number of “days” (without
\nthe explicit qualification of “Business”) shall be interpreted as a reference to
\na calendar day or number of calendar days;<\/p>\n

(j) references to a Person are also to its successors and permitted assigns;
\nand<\/p>\n<\/p>\n

2<\/p>\n

\n

(k) the use of “or” is not intended to be exclusive unless expressly
\nindicated otherwise; and<\/p>\n

(l) the phrase “the date hereof” or “as of the date of this Agreement” shall
\nbe deemed to refer to March 2, 2009.<\/p>\n

ARTICLE II<\/p>\n

GOVERNANCE<\/p>\n

SECTION 2.01 Share Capital<\/u><\/p>\n

The share capital of FoundryCo Outstanding as of the date of this Amended and
\nRestated Shareholders’ Agreement is as set forth in the Register of Members. The
\nrights of the holders of the Ordinary Shares, the Class A Preferred Shares and
\nthe Class B Preferred Shares are as set forth in the Memorandum and Articles of
\nAssociation.<\/p>\n

SECTION 2.02 Voting<\/u><\/p>\n

Subject to the provisions set forth in the Memorandum and Articles of
\nAssociation and this Agreement, each Shareholder then entitled to vote at a
\ngeneral meeting of shareholders of FoundryCo shall have the right to vote all
\nShares of which such Shareholder is the registered holder or for which such
\nShareholder shall otherwise have the ability to control or direct the voting
\nthereof at any such meeting of shareholders, or execute a written resolution
\nwith respect to all Shares of which such Shareholder is the registered holder or
\nfor which such Shareholder shall otherwise have the ability to control or direct
\nthe voting thereof.<\/p>\n

SECTION 2.03 Board of Directors<\/u><\/p>\n

(a) The number of Persons a Shareholder may designate for nomination to serve
\nas a Director shall be determined according to the percentage of Fully Diluted
\nShares held by such Shareholder as follows: (i) a Shareholder holding 30% or
\nmore but less than 40% of the Fully Diluted Shares shall be entitled to
\ndesignate three (3) Directors; (ii) a Shareholder holding 20% or more but less
\nthan 30% of the Fully Diluted Shares shall be entitled to designate two (2)
\nDirectors; (iii) a Shareholder holding 10% or more but less than 20% of the
\nFully Diluted Shares shall be entitled to designate one (1) Director and (iv) a
\nShareholder holding less than 10% of the Fully Diluted Shares shall have no
\nright pursuant to this Agreement to designate Persons for nomination to serve as
\nDirectors. To the extent the number of Directors a Shareholder shall be entitled
\nto nominate is reduced pursuant to this Section 2.03(a)<\/u>, then, so long as
\nany other Shareholder, together with its Affiliates and Permitted Transferees,
\nowns at least a majority of the Fully Diluted Shares, such other Shareholder
\nshall be entitled to designate all of the remaining Directors, provided that on
\nbehalf of Oyster, its Affiliates and Permitted Transferees, only Oyster shall be
\nentitled to designate Persons for nomination to serve as Directors.
\nNotwithstanding the foregoing, Discovery shall be entitled to designate for
\nnomination one (1) Person to serve as a Director until the second anniversary of
\nthe first date on which Discovery holds less than 10% of the Fully Diluted
\nShares, on which date such Person shall resign from the Board and be replaced by
\na designee nominated by Oyster; provided, however, that in the event<\/p>\n<\/p>\n

3<\/p>\n

\n

of a Discovery WSA Material Breach during such two-year period, any Person
\nnominated by Discovery and serving as a Director shall resign if requested by
\nOyster, and, if requested by Oyster, the Shareholders shall vote to remove such
\ninvitee from the Board by action of the Shareholders at a general meeting of
\nShareholders or by resolutions adopted by written consent. Following the second
\nanniversary of the first date on which Discovery holds less than 10% of the
\nFully Diluted Shares, Oyster may, at its option and in its sole discretion,
\ninvite Discovery to designate a Person to serve another two-year term; provided,
\nhowever, that any such invitee shall resign if requested by Oyster, and, if
\nrequested by Oyster, the Shareholders shall vote to remove such invitee from the
\nBoard by action of the Shareholders at a general meeting of Shareholders or by
\nresolutions adopted by written consent.<\/p>\n

(b) Each Shareholder shall make the nominations to which it is entitled
\nhereunder at least fifteen (15) days prior to each general meeting of
\nshareholders of FoundryCo or, if FoundryCo elects not to hold a general meeting
\nof shareholders, on or prior to the date on which FoundryCo’s shareholders shall
\nadopt a written resolution with respect to the foregoing matters. Each
\nShareholder shall vote all Shares for which such Shareholder is the registered
\nholder or for which such Shareholder shall otherwise have the ability to control
\nor direct the voting thereof at any general meeting of shareholders, or adopt a
\nwritten resolution with respect to all Shares for which such Shareholder is the
\nregistered holder or for which such Shareholder shall otherwise have the ability
\nto control or direct the voting thereof, in favor of electing to the Board the
\nnominees of Discovery and Oyster designated pursuant to Section 2.03(a)<\/u>.\n<\/p>\n

(c) Board meetings may be called by any Board member upon three (3) days’
\nwritten notice to all other Board members. Such notice shall include a written
\nagenda for the subjects to be considered at such meeting. The Board may not act
\non any subject not specified in such agenda except (i) after receiving written
\nwaivers of such notice from all Board members who were not given such notice and
\nwere not present at such meeting or (ii) upon such written consent or vote
\n(including for such purposes, any express recusals) as may be required for such
\nmatters under this Agreement, the Memorandum and Articles of Association and
\napplicable Law, including the affirmative vote or express abstentions from
\nvoting of those Board members who were not given such notice.<\/p>\n

(d) The Board shall conduct meetings no less frequently than quarterly and at
\nsuch locations as a majority of the members of the Board deem appropriate.<\/p>\n

(e) Directors may participate in a meeting of the Board by means of a
\nconference telephone or other communication equipment through which all persons
\nparticipating in the meeting can hear each other, which shall be provided at all
\nBoard meetings if requested by a Director, and such participation in a meeting
\nshall constitute presence in person at such meeting.<\/p>\n

SECTION 2.04 Removal of Board Members; Vacancies<\/u><\/p>\n

(a) A Shareholder may at any time elect to remove or dismiss any member of
\nthe Board appointed or nominated by such Shareholder pursuant to Section
\n2.03<\/u>, with or without cause. Upon such election, each other Shareholder
\nshall vote all Shares for which such Shareholder is the registered holder or for
\nwhich such Shareholder shall otherwise have the<\/p>\n<\/p>\n

4<\/p>\n

\n

ability to control or direct the voting thereof at any such meeting of
\nshareholders, or execute a written resolution with respect to all Shares for
\nwhich such Shareholder is the registered holder or for which such Shareholder
\nshall otherwise have the ability to control or direct the voting thereof, in
\nfavor of the removal or dismissal of any such Board member. In the event that
\nthe number of members of the Board nominated by a Shareholder exceeds the number
\nthat such Shareholder has the right to nominate pursuant to Section
\n2.03<\/u>, such Shareholder shall promptly take all appropriate action to cause
\nany such extra members of the Board nominated by such Shareholder to immediately
\nresign or alternatively shall take such measures as are necessary to remove or
\ndismiss such extra members.<\/p>\n

(b) In the event that a vacancy occurs on the Board as a result of the
\nretirement, removal, dismissal, resignation, disability or death of a member
\nthereof nominated pursuant to Section 2.03<\/u>, such vacancy shall be filled
\nby a person nominated by the Shareholder whose nominee’s retirement, removal,
\ndismissal, resignation, disability or death created such vacancy. Each
\nShareholder shall vote all Shares of which such Shareholder is the registered
\nholder or for which such Shareholder shall otherwise have the ability to control
\nor direct the voting thereof at any meeting of shareholders, or execute a
\nwritten resolution with respect to all Shares of which such Shareholder is the
\nregistered holder or for which such Shareholder shall otherwise have the ability
\nto control or direct the voting thereof, in favor of the election of any person
\nso nominated to fill a vacancy on the Board.<\/p>\n

(c) Each Shareholder hereby agrees that it will not vote (or execute any
\nwritten resolutions with respect to) any Shares of which it is the registered
\nholder or any other Shares for which such Shareholder shall otherwise have the
\nability to control or direct the voting thereof in favor of the removal,
\ndismissal or suspension of any member of the Board that any other Shareholder
\nhad the right to nominate unless such other Shareholder shall have consented to
\nor requested such removal or dismissal in writing.<\/p>\n

SECTION 2.05 Committees<\/u><\/p>\n

(a) FoundryCo and each Shareholder hereby agree that the Board may establish
\na Finance and Audit Committee, a Governance Committee and a People Committee.
\nFrom time to time, pursuant to the Memorandum and Articles of Association, the
\nBoard may disestablish these committees and establish such other committees as
\nthe board may determine to be in the best interests of the Company.<\/p>\n

(b) FoundryCo and each Shareholder hereby agree that, in addition to any
\nother committees formed by the Board from time to time, the Board may establish
\na security committee which shall oversee FoundryCo’s compliance with any
\nsecurity and compliance-related commitments to the U.S. government as well as
\nthe overall security of FoundryCo, including the protection of FoundryCo’s
\ntechnology and compliance with U.S. export control requirements.<\/p>\n

SECTION 2.06 Additional Financings<\/u>.<\/p>\n<\/p>\n

5<\/p>\n

\n

FoundryCo shall seek additional financing, and the Shareholders shall make
\nadditional capital contributions, in accordance with the terms and conditions
\nset forth in the Funding Agreement.<\/p>\n

SECTION 2.07 Certain Other Corporate Actions<\/u><\/p>\n

(a) At all times, subject to Section 2.07(b)<\/u> and Section
\n6.01(b)<\/u>, FoundryCo shall not, and shall cause its Subsidiaries not to, take
\n(either directly or by amendment, merger, consolidation, reclassification or
\notherwise) (and each Shareholder agrees to vote all Shares for which such
\nShareholder is the registered holder or for which such Shareholder shall
\notherwise have the ability to control or direct the voting thereof at any
\nmeeting of shareholders against (and to refuse to execute a written resolution
\nthat seeks the authority to approve)) any action not in the ordinary course of
\nbusiness, unless the Board shall first have approved such action by Majority
\nVote; provided<\/em>, however<\/em>, that the Board may by resolution
\nrequire prior notification or the Board’s prior approval for any actions to be
\ntaken in the ordinary course of business; provided further<\/em>, that in the
\nevent a matter which would otherwise require approval under this Section
\n2.07<\/u> has been expressly included in either the Five-Year Capital Plan or the
\nAnnual Business Plan, which has been approved by the Board or the Shareholders
\nin accordance with this Agreement and the Funding Agreement, as applicable, no
\nfurther Board approval shall be required hereunder.<\/p>\n

(b) In addition to such authorizations or approvals by the Board or
\nshareholders as may be required by applicable Law, the Memorandum and Articles
\nof Association or the constituent documents of each of FoundryCo’s Subsidiaries
\nor the other provisions of this Agreement, and subject to Section 6.01(b)<\/u>
\nand Section 7.01(b)(i)<\/u>, FoundryCo shall not, and shall cause its
\nSubsidiaries not to, take (either directly or by amendment, merger,
\nconsolidation, reclassification or otherwise) (and each Shareholder agrees to
\nvote all Shares for which such Shareholder is the registered holder or for which
\nsuch Shareholder shall otherwise have the ability to control or direct the
\nvoting thereof at any meeting of shareholders against (and to refuse to execute
\na written resolution that seeks the authority to approve)) any of the following
\nactions, unless all of the members of the Board shall have first approved such
\naction:<\/p>\n

(i) implementing material changes in the purpose or scope of FoundryCo’s
\nactivities or engaging in any material activity unrelated to FoundryCo’s
\nbusiness that materially adversely affects FoundryCo’s ability to perform its
\nobligations to Discovery under the Wafer Supply Agreement;<\/p>\n

(ii) the approval of any material amendment, modification or revision to the
\nFive-Year Capital Plan;<\/p>\n

(iii) the approval of any Annual Business Plan or any material amendment,
\nmodification or revision thereto; provided<\/em> that the Board may approve
\nby Majority Vote any such approval, amendment, modification or revision that
\ndoes not materially adversely affect FoundryCo’s ability to perform its
\nobligations to Discovery under the Wafer Supply Agreement;<\/p>\n

(iv) the amendment of any of the Transaction Documents;<\/p>\n<\/p>\n

6<\/p>\n

\n

(v) the entering into of any transaction, agreement or arrangement between
\nFoundryCo or any of its Subsidiaries, on the one hand, and any Officer,
\nDirector, Affiliate or Shareholder, on the other hand, (other than the
\ntransactions provided for in or contemplated by the Transaction Documents)
\nunless the total consideration expected to be paid or received by FoundryCo and
\nits Subsidiaries taken as whole as a result of such transaction or proposed
\nchange or waiver shall not exceed $25 million; and<\/p>\n

(vi) the entering into of any contract, arrangement, understanding or other
\nsimilar agreement with respect to any of the foregoing in subsections (i) – (v).\n<\/p>\n

(c) In the event of an inconsistency between FoundryCo’s Memorandum and
\nArticles of Association and this Agreement, the Shareholders shall exercise
\ntheir voting rights to amend the Memorandum and Articles of Association to
\nremove such inconsistency.<\/p>\n

SECTION 2.08 Acknowledgment Regarding Fiduciary Duties<\/u><\/p>\n

Except as otherwise expressly set forth in this Agreement and the other
\nTransaction Documents, this Agreement is not intended to, and does not, create
\nor impose any fiduciary duty on any of the Shareholders (in their capacity as a
\nholder of Shares) or their respective Affiliates.<\/p>\n

SECTION 2.09 Delivery of Notice for General Meeting and Board Meeting<\/u>\n<\/p>\n

In addition to any other manner of delivery permitted by the Memorandum and
\nArticles of Association, each Shareholder consents to the delivery of notices of
\nany general meeting of shareholders of FoundryCo by electronic mail at the
\naddress and upon the terms set forth in Section 8.02<\/u> for such Party.
\nNotwithstanding any provision of this Agreement to the contrary, each
\nShareholder may withdraw such consent or change the applicable electronic mail
\naddress for purposes of such Shareholder notices at any time upon written notice
\nto FoundryCo without the approval of any other Party hereto.<\/p>\n

ARTICLE III<\/p>\n

RESTRICTIONS ON TRANSFER OF SECURITIES<\/p>\n

SECTION 3.01 General Rules<\/u><\/p>\n

(a) For purposes of this Article III<\/u>, Securities held by Discovery
\nshall include any Securities held by any Permitted Transferees or any other
\ntransferees (other than a transferee pursuant to a Public Sale) of Discovery and
\nSecurities held by Oyster shall include any Securities held by any Permitted
\nTransferees or any other transferees (other than a transferee pursuant to a
\nPublic Sale) of Oyster, and any offers or acceptances to purchase or sell
\nSecurities made to or by Discovery or Oyster shall have been deemed to have been
\nmade to or by the respective Permitted Transferees or any other transferees
\n(other than a transferee pursuant to a Public Sale) of Discovery or Oyster.<\/p>\n<\/p>\n

7<\/p>\n

\n

(b) No Shareholder shall, directly or indirectly, make or solicit any Sale of
\nSecurities, or create, incur, solicit or assume any Encumbrance with respect to
\nany Securities, except in compliance with this Agreement and any applicable
\nsecurities laws.<\/p>\n

(c) Each Shareholder shall vote all Shares for which such Shareholder is the
\nregistered holder or for which such Shareholder shall otherwise have the ability
\nto control or direct the voting thereof at any such meeting of shareholders, or
\nexecute a written resolution with respect to all Shares for which such
\nShareholder is the registered holder or for which Shareholder shall otherwise
\nhave the ability to control or direct the voting thereof, in favor of any
\nresolution to procure any transfer in compliance with the provisions of this
\nArticle III<\/u> and to prohibit any transfer not in compliance with this
\nArticle III<\/u>. The Shareholders shall cause the members of the Board to
\nvote in accordance with the provisions of this Article III<\/u>.<\/p>\n

(d) Immediately prior to the IPO, the Convertible Notes shall convert into
\nClass A Preferred Shares or Class B Preferred Shares, as applicable, and all
\nPreferred Shares shall convert into Ordinary Shares, in each case pursuant to
\nthe terms thereof.<\/p>\n

SECTION 3.02 General Restrictions on Transfer<\/u><\/p>\n

Each Shareholder agrees that, without the consent of the other Shareholder,
\nit will not participate in any Sale of Securities if (a) such Sale of Securities
\nis made to Intel Corporation (“Intel<\/u>“), or any Affiliates of Intel or (b)
\nsuch Sale of Securities is made to any competitor of FoundryCo.<\/p>\n

SECTION 3.03 Certain Restrictions on Transfer<\/u><\/p>\n

(a) Each Shareholder agrees that, prior to the earliest of (i) March 2, 2019,
\n(ii) such time as the Abu Dhabi cluster is operational with a steady-state yield
\nand volumes of at least seventy-five thousand (75,000) Wafer Starts on Qualified
\nProcesses per month, as set forth in the Wafer Supply Agreement, or (iii) the
\ntermination of the Transition Period under the Funding Agreement (the
\n“Restricted Period<\/u>“), it will not, directly or indirectly, make any Sale
\nof Securities, or create, incur or assume any Encumbrance with respect to any
\nSecurities held by such Shareholder, or enter into any other transaction
\npursuant to which it or any of its Permitted Transferees shall receive any
\nconsideration in cash or other property in connection with such Securities
\n(other than as a distribution thereon by FoundryCo), other than:<\/p>\n

(i) with the prior written consent of the other Shareholder;<\/p>\n

(ii) any Sale of Securities to (A) a Permitted Transferee in compliance with
\nthe provisions of this Article III<\/u>, or (B) the other Shareholder;<\/p>\n

(iii) each of Discovery and Oyster (and any of their Permitted Transferees
\nholding Shares) shall be entitled to sell up to 25% of its Fully Diluted Shares
\n(measured at the time of the IPO) in the IPO; provided<\/em>,
\nhowever<\/em>, that any Securities to be included on behalf of FoundryCo
\nshall be given first priority to be included in the IPO and as among the
\nShareholders wishing to sell Securities, the number of Securities to be included
\nin the IPO shall be allocated pro rata based on the amount of Securities each
\nShareholder (and its Permitted Transferees)<\/p>\n<\/p>\n

8<\/p>\n

\n

proposes to sell; provided further<\/em>, that any Securities to be
\nincluded in the IPO on behalf of Discovery and Oyster and their respective
\nPermitted Transferees shall be given priority over any other Shareholder or any
\nemployees of FoundryCo or any of its Subsidiaries;<\/p>\n

(iv) in each year following the IPO, each of Discovery and Oyster (and any of
\ntheir Permitted Transferees holding Shares) shall be entitled to sell up to an
\nequal amount of its Fully Diluted Shares as permitted under Section
\n3.03(a)(iii)<\/u> pursuant to (A) a Public Offering, or (B) an offering exempt
\nfrom registration pursuant to Rule 144 under the Securities Act, or similar
\nnon-U.S. applicable Law, if any, provided, however<\/em>, that any Securities
\nto be included on behalf of FoundryCo shall be given first priority to be
\nincluded in any such Public Offering and as among the Shareholders wishing to
\nsell Securities, the number of Securities to be included in any such Public
\nOffering shall be allocated pro rata based on the amount of Securities each
\nShareholder (and its Permitted Transferees) proposes to sell; provided
\nfurther<\/em>, that any Securities to be included in any such Public Offering on
\nbehalf of Discovery and Oyster and their respective Permitted Transferees shall
\nbe given priority over any other Shareholder or any employees of FoundryCo or
\nany of its Subsidiaries;<\/p>\n

(v) in each year following the IPO, including the year of the IPO, (A) with
\nrespect to Discovery, to pledge up to an equal amount of Fully Diluted Shares as
\npermitted for sale under Section 3.03(a)(iii)<\/u>, and (B) with respect to
\nOyster, to pledge up to all of its Fully Diluted Shares; or<\/p>\n

(vi) any Sale of Securities by Oyster or its Permitted Transferees pursuant
\nto Section 5.01<\/u>.<\/p>\n

(b) Each Shareholder agrees that, following the end of the Restricted Period,
\nit will not, directly or indirectly, make any Sale of Securities, or create,
\nincur or assume any Encumbrance with respect to any Securities held by such
\nShareholder, or enter into any other transaction pursuant to which it or any of
\nits Permitted Transferees shall receive any consideration in cash or other
\nproperty in connection with such Securities (other than as a distribution
\nthereon by FoundryCo) other than (i) pursuant to the exceptions set forth in
\nSection 3.03(a)<\/u> above or (ii) any Sale of Securities for cash or readily
\nmarketable securities that is made in compliance with the procedures, and
\nsubject to the limitations, set forth in Sections 3.05<\/u>, 3.06<\/u>,
\n3.07<\/u> and 3.08<\/u>.<\/p>\n

SECTION 3.04 Permitted Transferees<\/u><\/p>\n

(a) Notwithstanding anything to the contrary contained herein, any Sale of
\nSecurities may be made to a Permitted Transferee. However, no Sale of Securities
\nto a Permitted Transferee shall be effective if a purpose or effect of such
\ntransfer shall have been to circumvent the provisions of this Article
\nIII<\/u>. Each Shareholder shall remain responsible for the performance of this
\nAgreement by each Permitted Transferee of such Shareholder to which Securities
\nare transferred. If any Permitted Transferee to which Securities are transferred
\nin accordance with this Article III<\/u> ceases to be a Permitted Transferee
\nof the Shareholder from which or whom it<\/p>\n<\/p>\n

9<\/p>\n

\n

acquired such Securities, such Person shall reconvey such Securities to such
\ntransferring Shareholder immediately before such Person ceases to be a Permitted
\nTransferee of such transferring Shareholder so long as such Person knows of its
\nupcoming change of status immediately prior thereto. If such change of status is
\nnot known until after its occurrence, the former Permitted Transferee shall make
\nsuch transfer to such transferring Shareholder as soon as practicable after the
\nformer Permitted Transferee receives notice thereof.<\/p>\n

(b) Each Permitted Transferee shall enter into a joinder agreement pursuant
\nto Section 3.09(a)<\/u>.<\/p>\n

(c) Notwithstanding anything to the contrary contained herein, in
\nsubstitution of Bidco’s pledge of shares of GFS under the GFS Share Pledge
\nAgreement, made to secure the performance of Oyster’s obligations under the ATIC
\nFacility, Oyster and Bidco may make a bona fide pledge of Securities to secure
\nthe performance by Oyster of its obligations under the ATIC Facility, and such
\nsecured parties shall become Permitted Transferees hereunder.<\/p>\n

SECTION 3.05 Right of First Offer<\/u><\/p>\n

(a) The provisions of this Section 3.05<\/u> shall survive the IPO.<\/p>\n

(b) Following the end of the Restricted Period, except as provided for in
\nSection 3.03(b)<\/u>, if at any time during the term of this Agreement, a
\nShareholder (the “Prospective Seller<\/u>“) desires to effect a Sale of
\nSecurities to a Third Party or Third Parties, the Prospective Seller shall
\ndeliver a written notice (an “Offer Notice<\/u>“) thereof to FoundryCo and the
\nother Shareholder (the “Other Shareholder<\/u>“), which notice shall set forth
\nall of the material terms and conditions, including the number of Securities
\nproposed to be sold (the “Offered Securities<\/u>“) and the proposed purchase
\nprice per Share (the “Offer Price<\/u>“) (which shall be payable solely in
\ncash or freely marketable securities in one lump sum payment), on which the
\nProspective Seller offers to sell the Offered Securities to FoundryCo and the
\nOther Shareholder (the “Offer<\/u>“).<\/p>\n

(c) The receipt of an Offer Notice by the Other Shareholder shall constitute
\nan offer by the Prospective Seller to sell to the Other Shareholder. Such Offer
\nshall be irrevocable for thirty (30) days (the “Offer Period<\/u>“) after
\nreceipt of such Offer Notice by the Other Shareholder. During the Offer Period,
\nthe Other Shareholder shall have the right to accept such offer as to any or all
\nof the Offered Securities by giving a written notice of acceptance (the
\n“Notice of Acceptance<\/u>“) to the Prospective Seller prior to the expiration
\nof the Offer Period, which notice shall specify the number of Offered Securities
\nto be purchased by the Other Shareholder. Alternatively, if the threshold set
\nforth in Section 3.07(b)<\/u> is met, the Other Shareholder shall have the
\nright and option to notify the Prospective Seller of the Other Shareholder’s
\ninterest in selling along with the Prospective Seller to a Third Party (the
\n“Tag Along Offer<\/u>“) pursuant to Section 3.07<\/u>.<\/p>\n

(d) The consummation of any such purchase by and sale to the Other
\nShareholder shall take place not later than ten (10) days after the expiration
\nof the Offer Period (unless a later date shall be required under the HSR Act or
\nother applicable Law). Upon the consummation of such purchase and sale, the
\nProspective Seller shall (i) deliver to the Other<\/p>\n<\/p>\n

10<\/p>\n

\n

Shareholder the Securities purchased, free and clear of any Encumbrances
\n(other than this Agreement and applicable Law) and (ii) assign all of its rights
\nand obligations under this Agreement with respect to such Securities against
\npayment of the purchase price contained in the Offer.<\/p>\n

(e) In the event that (i) the Other Shareholder shall not have elected during
\nthe Offer Period to purchase all the Offered Securities or (ii) the Other
\nShareholder shall have failed to consummate a purchase of Securities with
\nrespect to which a Notice of Acceptance was given, the Prospective Seller shall
\nnot be obligated to sell any Offered Securities to the Other Shareholder and,
\nsubject to its obligations under Section 3.06<\/u> and 3.07<\/u>, shall have
\nthe right to sell the Offered Securities (the “Unaccepted Securities<\/u>“) to
\na Third Party or Third Parties so long as all the Unaccepted Securities are sold
\nor otherwise disposed of by the Prospective Seller (A) within ninety (90) days
\nafter the expiration of the Offer Period or such longer period (up to the
\nmaximum period permitted by applicable Law) as would be required under the HSR
\nAct or other applicable Law, and (B) at a price not less than the Offer Price
\nincluded in the Offer Notice.<\/p>\n

SECTION 3.06 Right of Last Look<\/u><\/p>\n

(a) The provisions of this Section 3.06<\/u> shall survive the IPO.<\/p>\n

(b) Following the end of the Restricted Period, except as provided for in
\nSection 3.03(b)<\/u>, a Prospective Seller shall not consummate any Sale of
\nSecurities to a Third Party without offering in writing at least ten (10)
\nBusiness Days prior to the consummation of the Sale of Securities, the Other
\nShareholder the right to acquire the Offered Securities for the purchase price
\nset forth in this Section 3.06<\/u> and otherwise on the terms and conditions
\noffered by the Third Party (the “Last Look Notice<\/u>“). The Last Look Notice
\nshall contain (i) the name and address of the Third Party and any Person who
\ncontrols such Third Party, (ii) the proposed amount and form of consideration to
\nbe delivered by the Third Party in the transaction and a calculation of the
\npurchase price applicable to the Other Shareholder, (iii) the material terms of
\nsuch transaction, and (iv) the proposed closing date. The Other Shareholder
\nshall have five (5) Business Days to notify the Prospective Seller of its
\nintentions to purchase the Securities on the terms and conditions set forth
\nabove (the “Last Look Acceptance Notice<\/u>“);<\/p>\n

(c) To the extent that the Other Shareholder elects not to exercise its
\npurchase right under this Section 3.06<\/u> or does not timely deliver a Last
\nLook Acceptance Notice, the Prospective Seller shall be permitted to consummate
\nits transaction with the Third Party not later than five (5) Business Days after
\nthe expiration of the period of time for the Other Shareholder to deliver the
\nLast Look Acceptance Notice. Alternatively, if the Other Shareholder timely
\ndelivers the Last Look Acceptance Notice, the Other Shareholder must consummate
\nthe acquisition of Securities on or before the proposed closing date identified
\nin the Last Look Notice.<\/p>\n

SECTION 3.07 Tag-Along Rights<\/u><\/p>\n

(a) The provisions of this Section 3.07<\/u> shall terminate upon the IPO.\n<\/p>\n

(b) (i) Following the end of the Restricted Period, except as provided for in
\nSection 3.03(b)<\/u>, no Prospective Seller shall sell any Offered Securities
\nheld by it, if such Offered Securities constitute more than 10% of the then
\nFully Diluted Shares, unless each Other<\/p>\n<\/p>\n

11<\/p>\n

\n

Shareholder is provided the Offer Notice set forth in Section 3.05<\/u>
\nand is offered the right and option to sell pursuant to such disposition up to
\nthe same percentage of Securities held by it as the percentage of Securities
\nheld by the Prospective Seller as the Prospective Seller proposes to sell.<\/p>\n

(ii) The Other Shareholder desiring to exercise such option shall, prior to
\nthe expiration of the Offer Period, provide the Prospective Seller with a
\nwritten notice specifying the number of Securities as to which such Other
\nShareholder (the “Tag-Along Offered Securities<\/u>“) has an interest in
\nselling pursuant to the Tag-Along Offer (a “Tag-Along Notice of
\nInterest<\/u>“), and shall cooperate in such manner as the Prospective Seller
\nshall reasonably request to permit the sale of such Securities pursuant to the
\nTag-Along Offer.<\/p>\n

(iii) If the Third Party is unwilling to buy all of the Offered Securities,
\nthen the allocation of the Securities to be sold in the Tag-Along Offer shall be
\nmade pro rata based on the number of Securities each Shareholder proposes to
\nsell.<\/p>\n

(iv) Promptly after the consummation of the Sale of Securities of the
\nProspective Seller and the Other Shareholder to the Third Party or Parties
\npursuant to the Tag-Along Offer, the Prospective Seller shall remit to the Other
\nShareholder the total sales price of the Securities of the Other Shareholder
\nsold pursuant thereto less the pro rata<\/em> portion (based on sales price
\nof Securities being sold by the respective parties) of the out-of-pocket
\nexpenses (including reasonable legal expenses) incurred by the Prospective
\nSeller in connection with such sale; provided<\/em>, however<\/em>, that
\nthe Other Shareholder shall not be liable for any such expenses in the event
\nthat such sale is not consummated.<\/p>\n

(v) If at the end of the Offer Period the Other Shareholder shall not have
\ngiven a Tag-Along Notice of Interest, the Other Shareholder shall be deemed to
\nhave waived its rights under this Section 3.07<\/u> with respect to the sale
\npursuant to the Tag-Along Offer with respect to which a Tag-Along Notice of
\nInterest shall not have been given.<\/p>\n

(vi) If, at the end of the twenty (20)-day period following the giving of the
\nOffer Notice (or such later date as is required under the HSR Act or other
\napplicable Law), the Prospective Seller has not completed the sale of all the
\nTag-Along Offered Securities made available to the Prospective Seller pursuant
\nto Section 3.07(b)(ii)<\/u>, the Prospective Seller shall return to the Other
\nShareholder all certificates and documents provided to the Prospective Seller by
\nthe Other Shareholder pursuant to Section 3.07(b)(ii)<\/u>;
\nprovided<\/em>, however<\/em>, that the Prospective Seller shall not be
\nrelieved of its obligation to sell the Securities of the Other Shareholder in
\nthe event that such sale is ultimately completed with such Third Party or
\nParties.<\/p>\n

(vii) Except as expressly provided in this Section 3.07<\/u>, no
\nProspective Seller shall have any obligation to the Other Shareholder with
\nrespect to the sale<\/p>\n<\/p>\n

12<\/p>\n

\n

of any Securities held by the Other Shareholder in connection with this
\nSection 3.07<\/u>. No Other Shareholder shall be entitled to sell and transfer
\nSecurities directly to any Third Party pursuant to a Tag-Along Offer (it being
\nunderstood that all such sales shall be made only on the terms and pursuant to
\nthe procedures set forth in this Section 3.07).<\/p>\n

SECTION 3.08 Drag-Along Rights<\/u><\/p>\n

(a) The provisions of this Section 3.08<\/u> shall terminate upon the IPO.\n<\/p>\n

(b) Following the end of the Restricted Period, except as provided for in
\nSection 3.03(b)<\/u>, in the event that any Shareholder that, together with
\nits Permitted Transferees, holds at least 75% of the Fully Diluted Shares (the
\n“Dragging-Along Shareholder<\/u>“) proposes to sell all of its Securities in a
\nbona fide transaction to a Third Party, then the Dragging-Along Shareholder
\nshall have the unconditional right to effect the sale of all (but not less than
\nall) of such Securities in either a private or public sale, at the option of the
\nDragging-Along Shareholder (such transaction, the “Drag-Along
\nTransaction<\/u>“). In such event, the Dragging-Along Shareholder may, at its
\noption, require the other Shareholder (the “Dragged-Along Shareholder<\/u>“)
\nto sell all of the Securities then held by or registered in the names of such
\nDragged-Along Shareholder and its Permitted Transferees (“Drag-Along Offered
\nSecurities<\/u>“) to the Third Party or Parties in the Drag-Along Transaction for
\nthe same consideration and otherwise on the same terms and conditions upon which
\nthe Dragging-Along Shareholder sells its Securities, subject to Section
\n3.08(f)<\/u>. Each Shareholder hereby agrees that it will vote in favor of (or
\nexecute any written resolutions with respect to) any transaction required by
\nthis Section 3.08(b)<\/u> and to take such further actions as may be
\nreasonably required to effect such transaction, in each case, to the extent not
\nconsistent with this Agreement. In the event of a Drag-Along Transaction, none
\nof the provisions of Sections 3.02(b)<\/u>, 3.05<\/u>, 3.06<\/u>, and
\n3.07<\/u> shall apply.<\/p>\n

(c) The Dragging-Along Shareholder shall provide a written notice (the
\n“Drag-Along Notice<\/u>“) of such Drag-Along Transaction (the “Drag-Along
\nOffer<\/u>“) to the Dragged-Along Shareholder not later than thirty (30) days
\nprior to the consummation of the sale contemplated by the Drag-Along Offer. The
\nDrag-Along Notice shall contain written notice of the exercise of the
\nDragging-Along Shareholder’s rights pursuant to Section 3.08(b)<\/u>, and
\nshall identify the Third Party or Parties making the Drag-Along Offer, the
\nconsideration offered per Share and all other material terms and conditions of
\nthe Drag-Along Offer. Within twenty (20) days following the date the Drag-Along
\nNotice is given, the Dragged-Along Shareholder shall cooperate in such manner as
\nthe Dragging-Along Shareholder shall reasonably request to permit the sale of
\nthe Securities requested from each such Dragged-Along Shareholder pursuant to
\nthe Drag-Along Offer, and shall enter into a sale agreement with respect to the
\nsale of the Securities of the Dragging-Along Shareholder and the Dragged-Along
\nShareholder pursuant to the Drag-Along Offer and shall reasonably cooperate in
\nthe transfer of these Securities to the relevant Third Party;
\nprovided<\/em>, however<\/em>, that the Dragged-Along Shareholder shall
\nnot be required to make any representations and warranties in such sale
\nagreement other than with respect to the Dragged-Along Shareholder’s authority
\nto enter into the sale agreement and ownership of the Securities to be sold by
\nthe Dragged-Along Shareholder. The Company shall in connection with the transfer
\nof the relevant Securities to the relevant Third Party request the Board to
\nadopt a<\/p>\n<\/p>\n

13<\/p>\n

\n

resolution to grant the approval for such transfer of Securities pursuant to
\nthe Memorandum and Articles of Association.<\/p>\n

(d) Promptly after the consummation of the sale of Securities pursuant to the
\nDrag-Along Offer and receipt of consideration therefor, the Dragging-Along
\nShareholder shall remit to the Dragged-Along Shareholder the sales proceeds
\nreceived by the Dragging-Along Shareholders of the Securities of such
\nDragged-Along Shareholder sold pursuant thereto less a pro rata portion of the
\nout-of-pocket expenses (including reasonable legal expenses) incurred by the
\nDragging-Along Shareholder in connection with such sale; provided<\/em>,
\nhowever<\/em>, that the Dragged-Along Shareholder shall not be liable for any
\nsuch expenses in the event that such sale is not consummated.<\/p>\n

(e) If, at the end of the sixty (60)-day period following the giving of the
\nDrag-Along Notice, the Dragging-Along Shareholder has not completed the sale of
\nall its Securities and the Securities of the Dragged-Along Shareholder pursuant
\nto Section 3.08(b)<\/u>, the Dragging-Along Shareholder shall return to the
\nDragged-Along Shareholder such documents as it shall reasonably request, and the
\nDragged-Along Shareholder shall no longer be obligated to cooperate in such sale
\nand transfer pursuant to Section 3.08(b)<\/u> with respect to such Drag-Along
\nOffer.<\/p>\n

(f) Except as expressly provided in Section 3.08(d)<\/u>, the
\nDragging-Along Shareholder shall have no obligation to the Dragged-Along
\nShareholder with respect to the contemplated sale of any Securities held by such
\nDragged-Along Shareholder in connection with this Section 3.08<\/u>. The
\nDragging-Along Shareholder shall have no obligation to the Dragged-Along
\nShareholder to sell and transfer any Drag-Along Offered Securities pursuant to
\nthis Section 3.08<\/u> or as a result of any decision by the Dragging-Along
\nShareholder not to accept or consummate any Drag-Along Offer (it being
\nunderstood that any and all such decisions shall be made by the Dragging-Along
\nShareholder in its sole discretion). No Dragged-Along Shareholder shall be
\nentitled to sell and transfer Securities directly to any Third Party pursuant to
\na Drag-Along Offer (it being understood that all such sales shall be made only
\non the terms and pursuant to the procedures set forth in this Section
\n3.08<\/u>).<\/p>\n

(g) Upon the consummation of a Drag-Along Transaction, all of the holders of
\nthe Securities shall receive the same form and amount of consideration per
\nSecurity, respectively, taking into account and giving effect to any accrued
\ninterest, conversion ratios, liquidation preference and other provisions
\nrelating to the nature of consideration, to which the holders of Securities are
\nentitled in accordance with the terms thereof in effect immediately prior to the
\nDrag-Along Transaction, and if any holders of Preferred Shares or Ordinary
\nShares are given an option as to the form and amount of consideration to be
\nreceived, all holders shall be given the same option. In addition, such
\nShareholder shall not be required to accept consideration in a Drag-Along
\nTransaction other than cash and\/or freely-tradable equity securities registered
\nunder the Exchange Act and listed on the New York Stock Exchange or NASDAQ Stock
\nMarket and\/or any other securities exchange or automated quotation system of
\nsimilar caliber in the United States or elsewhere.<\/p>\n<\/p>\n

14<\/p>\n

\n

SECTION 3.09 Certain Persons to Execute Agreement<\/u><\/p>\n

(a) Each Shareholder agrees that it will not, directly or indirectly, make
\nany Sale of Securities to any Permitted Transferee or otherwise unless, prior to
\nthe consummation of any such Sale of Securities, the Person to whom such Sale of
\nSecurities is proposed to be made (a “Prospective Transferee<\/u>“) executes
\nand delivers to FoundryCo and each Shareholder an agreement in the form attached
\nhereto as Exhibit A<\/u> whereby such Prospective Transferee confirms that,
\nwith respect to the Securities that are the subject of such Sale of Securities,
\nit shall be deemed to be a “Shareholder” for all purposes of this Agreement and
\nagrees to be bound by all the terms of this Agreement as a “Shareholder”;
\nprovided<\/em>, however<\/em>, that such Prospective Transferee shall not
\nbe entitled to the benefits of this Agreement until such time as such Sale of
\nSecurities to such Person has been completed.<\/p>\n

(b) The provisions of this Section 3.09<\/u> shall not apply to any Sale of
\nSecurities pursuant to a Public Offering or, following the IPO, pursuant to an
\noffering exempt from registration pursuant to Rule 144 under the Securities Act,
\nor similar non-U.S. applicable Law (each such Sale of Securities, a “Public
\nSale<\/u>“).<\/p>\n

SECTION 3.10 Equivalent Rights<\/u><\/p>\n

The Shareholders acknowledge that the Board may determine that it is in the
\nbest interests of FoundryCo to effect its IPO on a securities exchange located
\noutside of the United States. The Shareholders and FoundryCo agree that prior to
\nany such IPO each of them shall use their commercially reasonable efforts to
\namend this Agreement as may be necessary to ensure that the rights of the
\nShareholders with respect to any Public Offerings in and following the IPO and
\nthe sale of Securities in any such Public Offerings are at least equivalent to
\nthe rights set forth in this Agreement in respect of sales of Securities in the
\nUnited States.<\/p>\n

SECTION 3.11 Put and Call Options; Fair Market Valuation<\/u><\/p>\n

(a) Unless otherwise agreed by the Parties, in the event that a Shareholder’s
\noption pursuant to the terms of this Agreement or the Funding Agreement is
\ntriggered (i) to put any or all of the Securities held by such Shareholder and
\nits Permitted Transferees to the other Shareholder, or (ii) to purchase any or
\nall of the Securities held by the other Shareholder and its Permitted
\nTransferees, such Shareholder shall have thirty (30) days from the date that it
\nreceives notification of the triggering event by the other Shareholder to
\ndeliver a written notice (the “Election Notice<\/u>“) to the other Shareholder
\nelecting to exercise such put or call option, as appropriate, and if not so
\nexercised within such thirty (30)-day period, such option shall lapse.<\/p>\n

(b) Each Shareholder hereby covenants and agrees that where the provisions of
\nthis Agreement and the Funding Agreement indicate that the “Fair Market Value”
\nof the Shares of FoundryCo is to be determined, such Shareholder will take all
\nactions reasonably necessary to determine the Fair Market Value of such Shares
\nin accordance with this Section 3.11(b)<\/u>.<\/p>\n

(i) The Shareholder wishing to exercise its put or call option pursuant to
\nSection 3.11(a)<\/u> shall designate an investment banking firm of recognized
\ninternational standing within fifteen (15) days of the date of the delivery of
\nthe<\/p>\n<\/p>\n

15<\/p>\n

\n

Election Notice to determine the Fair Market Value of such Shares. The other
\nShareholder shall also designate an investment banking firm of recognized
\ninternational standing within the same time period. Within thirty (30) days
\nafter appointment of both investment banking firms, each investment banking firm
\nshall determine its initial view as to the Fair Market Value of such Shares and
\nshall consult with one another with respect thereto. Within forty-five (45) days
\nafter appointment of both investment banking firms, each investment banking firm
\nshall have determined its final view as to the Fair Market Value of such Shares
\nand shall have delivered such final view to the Shareholders.<\/p>\n

(ii) If the difference between the higher of the respective final views of
\nthe two investment banking firms and the lower of the respective final views of
\nthe two investment banking firms is less than 10% of the higher Fair Market
\nValue, then the Fair Market Value determined shall be the average of those two
\nviews.<\/p>\n

(iii) If the difference between the higher Fair Market Value and the lower
\nFair Market Value is equal to or greater than 10%, then the Shareholders shall
\ninstruct the investment banking firms to jointly designate a third investment
\nbanking firm of recognized international standing (the “Mutually Designated
\nAppraiser<\/u>“). The Mutually Designated Appraiser shall be designated within
\nten (10) days after the delivery of the final views of the investment banking
\nfirms pursuant to Section 3.11(b)(i)<\/u> and shall within fifteen (15) days
\nof such designation determine its final view as to the Fair Market Value. The
\nfinal Fair Market Value determination shall be the Fair Market Value of the
\nMutually Designated Appraiser.<\/p>\n

(iv) Notwithstanding the foregoing, in the event a Shareholder does not
\nappoint an investment banking firm within the time periods specified above, such
\nShareholder shall have waived its rights to appoint an investment firm and
\ndetermination of the Fair Market Value shall be made solely by the Shareholder
\nwho did appoint an investment banking firm.<\/p>\n

(c) FoundryCo shall provide reasonable access to each of the designated
\ninvestment banking firms to members of management of FoundryCo and its
\nSubsidiaries and to the books and records of FoundryCo and its Subsidiaries in
\norder to allow such investment banking firms to conduct due diligence
\nexaminations in scope and duration as are customary in valuations of this kind.
\nEach of the Shareholders and any Permitted Transferees agree to cooperate with
\neach of the investment banking firms to provide such information as may be
\nreasonably requested. Costs of the appraisals shall be borne equally by the
\nShareholders.<\/p>\n<\/p>\n

16<\/p>\n

\n

ARTICLE IV<\/p>\n

BOOKS AND RECORDS; FINANCIAL STATEMENTS<\/p>\n

SECTION 4.01 Books and Records; Financial Statements<\/u><\/p>\n

(a) At all times during the continuance of FoundryCo, FoundryCo shall prepare
\nand maintain separate books of account for FoundryCo and its Subsidiaries that
\nshall show a true and accurate record of all assets, all liabilities, all
\nequity, all investments by owners, all distributions to owners, all
\ncomprehensive income, all revenues, all expenses, all gains and all losses,
\npertaining to FoundryCo or any of its Subsidiaries in accordance with either
\nIFRS or GAAP consistently applied. Such books of account, together with a
\ncertified copy of this Agreement and of the constituent documents of FoundryCo,
\nshall at all times be maintained at the principal place of business of
\nFoundryCo. The books of account and the records of FoundryCo and its
\nSubsidiaries shall be examined by and reported upon as of the end of each fiscal
\nyear by an internationally recognized independent registered public accounting
\nfirm (the “Auditors<\/u>“). The Auditors shall be nominated by Oyster. Each
\nShareholder shall, regarding the appointment of the Auditors, vote its shares in
\naccordance with the proposal of the Board pursuant to the foregoing sentence.\n<\/p>\n

(b) Starting with fiscal year 2010 and for as long as Oyster is required to
\nrecord FoundryCo’s financial results into Oyster’s books in accordance with
\nIFRS, FoundryCo shall provide Oyster the following financial information
\nexamined by and reported upon by the Auditors at the times hereinafter set
\nforth:<\/p>\n

(i) As soon as available and in any event within sixty (60) days after the
\nend of each fiscal year, the following financial statements, prepared in
\naccordance with IFRS and consistent with Oyster’s IFRS accounting policies (it
\nbeing understood that FoundryCo, and not the Auditors, shall ensure that such
\nfinancial information is consistent with Oyster’s IFRS accounting policies):\n<\/p>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

the consolidated balance sheet of FoundryCo and its Subsidiaries as of the
\nclose of such fiscal year;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

at Oyster’s election, either the consolidated statement of shareholders’
\nequity or the consolidated statement of recognized income and expense of
\nFoundryCo and its Subsidiaries as of the close of such fiscal year;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

\n

a consolidated statement of operations for FoundryCo and its Subsidiaries for
\nsuch fiscal year;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(D)<\/p>\n<\/td>\n

\n

a consolidated statement of cash flows for FoundryCo and its Subsidiaries for
\nsuch fiscal year; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(E)<\/p>\n<\/td>\n

\n

other data and representations as may be necessary to allow
\nOyster to timely comply with applicable accounting rules and regulations,
\nincluding any financial information<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

17<\/p>\n

\n\n\n\n
<\/td>\n\n

requirements of the Government of Abu Dhabi Accountability Authority or
\nsimilar Governmental Authority, IFRS and the reasonable requirements of Oyster’s
\nauditors (it being understood that such other data may not be examined by the
\nAuditors).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(c) For as long as Discovery is required to use the equity method of
\naccounting to account for FoundryCo’s financial results, the following financial
\ninformation, in reasonable detail and prepared in accordance with GAAP, shall be
\ntransmitted by FoundryCo to Discovery (with a copy to Oyster) to permit
\nDiscovery to timely account for its share of FoundryCo’s operating results and
\nto prepare for its quarterly earnings releases and regulatory filings:<\/p>\n

(i) As soon as available and in any event within six (6) Business Days after
\nthe end of each fiscal quarter (or such longer time as the Shareholders and
\nFoundryCo may agree to account for system changes or other events that may
\naffect FoundryCo’s ability to close its books within this time period), relevant
\ninformation as may reasonably be requested by Discovery necessary for Discovery
\nto record its share of FoundryCo’s operating results and to prepare and discuss
\nits quarterly earnings press release in a manner consistent with Discovery’s
\nprior practices and disclosures.<\/p>\n

(ii) As soon as available and in any event within sixteen (16) Business Days
\nafter the end of each fiscal quarter (or such longer time as the Shareholders
\nand FoundryCo may agree to account for system changes or other events that may
\naffect FoundryCo’s ability to close its books within this time period), the
\nconsolidated summary balance sheet and consolidated income statement for
\nFoundryCo and its Subsidiaries for such fiscal quarter, and other financial
\ndisclosures necessary for the preparation of Discovery’s Form 10-Q in compliance
\nwith SEC rules and regulations;<\/p>\n

(iii) As soon as available and in any event within twenty (20) Business Days
\nafter the end of each fiscal year (or such longer time as the Shareholders and
\nFoundryCo may agree to account for system changes or other events that may
\naffect FoundryCo’s ability to close its books within this time period), the
\nsummary consolidated balance sheet and consolidated income statement for
\nFoundryCo and its Subsidiaries such fiscal year, and other financial disclosures
\nnecessary for the preparation of Discovery’s Form 10-K in compliance with SEC
\nrules and regulations;<\/p>\n

(iv) Other data and representations as may be necessary to allow Discovery to
\ntimely comply with SEC rules and regulations, GAAP and the reasonable
\nrequirements of Discovery’s auditors; provided<\/em>, however<\/em>, that
\nFoundryCo shall not be obligated to provide to Discovery the individual names,
\ncost or pricing information for any of FoundryCo’s customers, vendors or
\naccounts, unless Discovery is required to disclose such information by SEC rules
\nand regulations;<\/p>\n<\/p>\n

18<\/p>\n

\n

(v) As soon as available and in any event within the date that is three (3)
\nBusiness Days prior to the deadline for the filing of Discovery’s Annual Report
\non Form 10-K with the SEC (or such longer time as the Shareholders and FoundryCo
\nmay agree to account for system changes or other events that may affect
\nFoundryCo’s ability to close its books within this time period), the following
\nfinancial statements prepared in accordance with SEC Regulation S-X, examined by
\nand reported upon by the Auditors:<\/p>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

the consolidated balance sheet and statement of shareholders’ equity of
\nFoundryCo and its Subsidiaries as of the close of such fiscal year;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

a consolidated statement of operations for FoundryCo and its Subsidiaries for
\nsuch fiscal year;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

\n

a consolidated statement of cash flows for FoundryCo and its Subsidiaries for
\nsuch fiscal year; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(D)<\/p>\n<\/td>\n

\n

relevant footnotes as required by SEC Regulation S-X.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Shareholders acknowledge that the audited annual financial statements set
\nforth in (v) above may be attached as an exhibit to Discovery’s Form 10-K, as
\nrequired by the SEC rules and regulations for unconsolidated significant equity
\ninvestees.<\/p>\n

(d) The following financial information, in reasonable detail, shall be
\ntransmitted by FoundryCo to each member of the Board and each Shareholder at the
\ntimes hereinafter set forth:<\/p>\n

(i) As soon as available and in any event within thirty (30) days after the
\nend of each fiscal quarter, the Cumulative Revenue and Cumulative Gross Margin
\n(each as defined in the Funding Agreement);<\/p>\n

(ii) The proposed Annual Business Plan for the next fiscal year in accordance
\nwith the schedule set forth in the Funding Agreement;<\/p>\n

(iii) Within sixteen (16) Business Days after the end of each fiscal quarter
\n(or such longer time as the Shareholders and FoundryCo may agree to account for
\nsystem changes or other events that may affect FoundryCo’s ability to close its
\nbooks within this time period), the consolidated summary balance sheet and
\nconsolidated income statement for FoundryCo and its Subsidiaries for such fiscal
\nquarter prepared under IFRS or GAAP pursuant to this Agreement (notwithstanding
\nany other provision herein, each Shareholder shall have reasonable access to
\nFoundryCo management following delivery of the information set forth in this
\nclause (iii) with respect to general inquiries related to such information);\n<\/p>\n<\/p>\n

19<\/p>\n

\n

(iv) Such annual financial statements that FoundryCo may prepare under IFRS
\nor GAAP pursuant to this Agreement, as soon as possible following the time that
\nsuch annual financial statements have been examined by and reported on by the
\nAuditors;<\/p>\n

(v) Prompt notification of material developments including events that
\nFoundryCo would be required to disclose under Form 8-K of the Exchange Act had
\nFoundryCo been subject to the reporting requirements of the Exchange Act; and\n<\/p>\n

(vi) Such other information as is reasonably requested by any Shareholder.\n<\/p>\n

(e) (i) Each of Discovery and Oyster and their respective representatives
\nmay, for purposes reasonably related to their interests in FoundryCo, (A)
\nexamine and copy (at each Party’s own cost and expense) the books and records of
\nFoundryCo, including the documents referred to in Sections 4.01(b)-(d), and (B)
\nhave reasonable access, during normal business hours, to FoundryCo’s management,
\nemployees, plans, properties and other assets to conduct due diligence and other
\nreasonable investigations (including environmental assessments) regarding
\nFoundryCo’s business and the FoundryCo Assets (at each Party’s own cost and
\nexpense), and FoundryCo shall reasonably cooperate with each of Discovery and
\nOyster in such due diligence and investigations. Notwithstanding anything to the
\ncontrary provided in this Section 4.01, FoundryCo shall have the right to
\nwithhold certain customers’ sensitive information from Discovery and the
\nDiscovery appointees to the Board shall recuse themselves from any discussion of
\nsuch information at any Board meetings, if such request is made by a third party
\ncustomer of FoundryCo or if the Board (or a committee thereof) determines that
\nwithholding such information in the best interests of FoundryCo and, in each
\nsuch case, such information would not adversely affect FoundryCo’s ability to
\nperform its obligations under the Wafer Supply Agreement.<\/p>\n

(ii) FoundryCo shall make its management and employees and its business
\nrecords and other documents (including the business records and documents of its
\nmanagement and employees) available to each of Discovery and Oyster promptly
\nupon request in connection with any litigation or investigation in which either
\nDiscovery or Oyster is involved, including making those individuals available
\nfor interviews, depositions, written declarations or testimony. Each and every
\nFoundryCo employee that, prior to the Closing Date, was subject to any Discovery
\nor Oyster document preservation notice shall continue to remain subject to such
\nnotice. For each and every FoundryCo document that, prior to the Closing Date,
\nwas subject to any Discovery or Oyster document preservation notice, FoundryCo
\nshall continue to retain and preserve the affected records until the expiration
\nof such notice. Discovery or Oyster, as the case may be, shall notify FoundryCo
\npromptly of the termination of any such notice.<\/p>\n

(f) Discovery’s rights under Sections 4.01(d)<\/u> and (e)<\/u> shall
\nterminate upon the later of (i) the termination of the Wafer Supply Agreement
\nand (ii) upon such time that Discovery owns less than 10% of the Fully Diluted
\nShares, provided<\/em>, that notwithstanding the termination of Discovery’s
\nrights under Sections 4.01(d) and (e), in the event that Oyster has<\/p>\n<\/p>\n

20<\/p>\n

\n

permitted Discovery to designate a Person for election to the Board,
\nFoundryCo may continue to require the recusal of such Person from discussions
\npursuant to Section 4.01(e)(i). Oyster’s rights under Sections 4.01(d)<\/u>
\nand (e)<\/u> shall terminate upon such time that Oyster owns less than 10% of
\nthe Fully Diluted Shares.<\/p>\n

(g) The following financial information, in reasonable detail, shall be
\ntransmitted by FoundryCo to Discovery (with a copy to Oyster) if and to the
\nextent reasonably necessary to permit Discovery to timely account for its
\ninvestment in FoundryCo and to prepare for its quarterly earnings releases and
\nregulatory filings.<\/p>\n

(i) In the event Discovery is no longer required to use the equity method of
\naccounting to account for FoundryCo’s financial results, and thereafter, for so
\nlong as Discovery’s investment in FoundryCo remains material to Discovery
\npursuant to GAAP:<\/p>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

except in the case specified in subparagraph (ii), in which case such
\nsubparagraph shall apply, within thirty (30) days after the date Discovery is no
\nlonger required to use the equity method of accounting to account for
\nFoundryCo’s financial results, the financial information required to produce a
\nfair value report of FoundryCo as of the beginning of the then current fiscal
\nquarter;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

within twenty (20) days after the end of each fiscal year of Discovery, the
\nfinancial information required to produce an updated fair value report of
\nFoundryCo as of the end of such fiscal year; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

\n

from time to time following the reasonable request of Discovery, the
\nfinancial information required to produce an updated fair value report of
\nFoundryCo, such that a fair value report can reasonably be delivered to
\nDiscovery by the applicable valuation expert no later than thirty (30) days
\nfollowing such request;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

in each case as reasonably required for Discovery’s financial statement
\npreparation in accordance with GAAP.<\/p>\n

(ii) Within thirty (30) days after the closing of the transactions
\ncontemplated by the Contribution Agreement (the “Closing”), FoundryCo will
\nprovide to Discovery a post-Closing balance sheet of GFS as of the fiscal year
\nend closest to Closing, and in the event the Closing requires Discovery to
\nprepare a fair value report, such additional financial information (not
\nincluding additional projected financial information beyond what has been
\nprovided as of the date of the Contribution Agreement) required to produce a
\nfair value report of GFS.<\/p>\n

The information required from FoundryCo pursuant to this Section 4.01(g)
\nshall (i) include reasonably required projected financial information as well as
\nhistorical financial information in<\/p>\n<\/p>\n

21<\/p>\n

\n

the case of the fiscal year-end annual valuation report preparation, but only
\nhistorical financial information in the case of quarterly or other interim
\nreports unless updated projected financial information is reasonably required
\nunder customary and applicable valuation practices to enable AMD to account for
\nits investment in FoundryCo properly, (ii) include reasonable information
\nspecifically related to determination of the fair value of the Class A Preferred
\nShares and (iii) be subject to reasonable representations and confirmations by
\nFoundryCo with respect thereto. The valuation expert preparing the valuation
\nreports will work under the direction of Discovery and prepare and deliver such
\nfair value reports. All third-party costs and expenses associated with the
\npreparation and delivery of such reports and related information shall be borne
\nby Discovery. Notwithstanding any permitted termination of Discovery’s
\ninformation and access rights pursuant to Section 4.01(f)<\/u>, (i) Discovery
\nand its representatives may, for purposes reasonably related to the preparation,
\nreview and delivery of the information set forth in this Section
\n4.01(g)<\/u>, have reasonable access to FoundryCo’s management, employees, books,
\nrecords and representatives, during normal business hours (at the cost and
\nexpense of Discovery) and (ii) FoundryCo and Discovery shall reasonably
\ncooperate with each other in such matters.<\/p>\n

ARTICLE V<\/p>\n

OTHER AGREEMENTS<\/p>\n

SECTION 5.01 Discovery Change of Control Transaction<\/u><\/p>\n

In the event of a Discovery Change of Control Transaction without Oyster’s
\nprior written consent,<\/p>\n

(a) Discovery shall promptly notify Oyster in writing thereof, setting forth
\nthe date and circumstances of the Discovery Change of Control Transaction and
\nthe identity of the Third Party that has acquired control of Discovery;<\/p>\n

(b) all transfer restrictions set forth herein shall cease to be applicable
\nwith respect to all Securities held by Oyster and its Permitted Transferees;
\nprovided, however<\/em>, that the restrictions on transfer set forth in
\nSection 3.02(a)<\/u> shall remain applicable;<\/p>\n

(c) if the Discovery Change of Control Transaction occurs prior to the IPO,
\nOyster shall have the right (x) to require FoundryCo to consummate the IPO and
\n(y) to register the number of Securities held by Oyster and its Permitted
\nTransferees in connection with the IPO. Upon such request, each Shareholder
\nshall vote all Shares for which such Shareholder is the registered holder or for
\nwhich such Shareholder shall otherwise have the ability to control or direct the
\nvoting thereof, in favor of such matters as are necessary for approval of the
\nshareholders of FoundryCo to effect the IPO, and FoundryCo shall be obligated to
\nfile and have declared effective a Registration Statement under the Securities
\nAct (the “Registration Statement<\/u>“) as promptly as practicable following
\nreceipt of notice from Oyster of its intention to exercise its IPO demand (the
\n“IPO Demand Request<\/u>“) pursuant to this Section 5.01(c)<\/u>. In the
\nevent of an IPO pursuant to this Section 5.01(c)<\/u>, at Oyster’s election,
\nany Securities to be included on behalf of Oyster and its Permitted Transferees
\nin the IPO shall be given first priority, including for the avoidance of doubt,
\npriority over any Securities to be included on behalf of<\/p>\n<\/p>\n

22<\/p>\n

\n

FoundryCo, Discovery and its Permitted Transferees, other Shareholders and
\nany employees of FoundryCo or any of its Subsidiaries;<\/p>\n

(d) (A) Oyster shall have the right to put, in accordance with Section
\n3.11<\/u>, any or all of the Securities (valued at their Fair Market Value) held
\nby Oyster and its Permitted Transferees to Discovery in exchange for cash, if
\nthe announcement of a Discovery Change of Control Transaction occurs during the
\n24-month period commencing on March 2, 2009; and (B) regardless when the
\nannouncement of a Discovery Change of Control Transaction occurs, Oyster shall
\nhave the option to purchase in cash, in accordance with Section 3.11<\/u>, any
\nor all Securities (valued at their Fair Market Value) held by Discovery and its
\nPermitted Transferees;<\/p>\n

(e) Until the end of 2013, as long as Oyster continues to own Securities,
\nOyster shall have the right to require Discovery or the counterparty to the
\nDiscovery Change of Control Transaction, at Oyster’s election, to assume such
\nportion of Oyster’s funding commitment under the Funding Agreement based on the
\npercentage of Fully Diluted Shares held by Discovery on each “Funding Date”
\nthereunder; provided, however<\/em>, that any such counterparty shall
\nguarantee such commitment if it does not directly assume it; and<\/p>\n

(f) as long as Oyster continues to own Securities, Oyster shall have the
\nright to require the counterparty to the Discovery Change of Control Transaction
\nto guarantee all of Discovery’s obligations under the Transaction Documents,
\nincluding Discovery’s MPU exclusivity commitments and Discovery’s commitments to
\npurchase minimum GPU volumes under the Wafer Supply Agreement.<\/p>\n

SECTION 5.02 New Investors to Execute Agreement Regarding Restrictions<\/u>\n<\/p>\n

FoundryCo shall not, and the Board shall not adopt any resolution to, at any
\ntime prior to the IPO, issue any Securities, or resell any Securities held in
\nits treasury, or issue or resell any security convertible or exchangeable into
\nSecurities, unless, prior to the consummation of any such issuance or Sale of
\nSecurities, each Person to whom such security is proposed to be issued or sold
\nexecutes and delivers an agreement, in a form reasonably acceptable to Oyster
\nand Discovery, to FoundryCo and each Shareholder, whereby such Person confirms
\nthat, with respect to the Securities that are the subject of such Sale of
\nSecurities, it shall be deemed to be a “Shareholder” for the purposes of this
\nAgreement and agrees to be bound by all such provisions and any other provisions
\nreasonably required by Oyster and Discovery.<\/p>\n

SECTION 5.03 Further Assurances<\/u><\/p>\n

Unless otherwise specified herein, each of the Parties hereto shall use
\ncommercially reasonable efforts to take, or cause to be taken, all appropriate
\naction, and to do, or cause to be done, all things necessary, proper or
\nadvisable under applicable Law to consummate and make effective the transactions
\ncontemplated pursuant to this Agreement.<\/p>\n

SECTION 5.04 Confidential Information<\/u><\/p>\n

(a) Each Shareholder and FoundryCo (a “Restricted Party<\/u>“) (i) shall,
\nand shall cause its officers, directors, employees, attorneys, accountants,
\nauditors and agents, to the extent such Persons have received any Confidential
\nInformation (as defined herein) (collectively<\/p>\n<\/p>\n

23<\/p>\n

\n

“Representatives<\/u>“) and its Affiliates and their Representatives, to
\nthe extent such Persons have received any Confidential Information, to maintain
\nin strictest confidence any and all confidential information relating to
\nFoundryCo, the other Shareholders, or any of their respective Subsidiaries that
\nis proprietary to FoundryCo, the other Shareholders, or any of their respective
\nSubsidiaries as applicable, or otherwise not available to the general public,
\nincluding, but not limited to, information about properties, employees,
\nfinances, businesses and operations of FoundryCo (including customers’ and
\nsuppliers’ information), the other Shareholders, or any of their respective
\nSubsidiaries and all notes, analyses, compilations, studies, forecasts,
\ninterpretations or other documents prepared by a receiving Shareholder or its
\nRepresentatives which contain, reflect or are based upon, in whole or in part,
\nthe information furnished to or acquired by such Shareholder (“Confidential
\nInformation<\/u>“) and (ii) shall not disclose, and shall cause its
\nRepresentatives, any members of the Board appointed by such Shareholder and
\ntheir Representatives not to disclose, Confidential Information to any Person
\nother than to the other Shareholders, FoundryCo and their respective
\nSubsidiaries (including the agents, employees and attorneys thereof and the
\nmembers of the Board appointed by such other Shareholders), except only to the
\nextent such disclosure is required by applicable Law, SEC rules and regulations
\nor legal process (including pursuant to any listing agreement with, or the rules
\nor regulations of, any national securities exchange on which any securities of
\nsuch Shareholder (or any Affiliate thereof) are listed or traded) in which event
\nthe Shareholder making such disclosure or whose Affiliates or Representatives
\nare making such disclosure shall so notify the other Shareholders as promptly as
\npracticable (and, if possible, prior to making such disclosure) and shall seek
\nconfidential treatment of such information if reasonably requested.<\/p>\n

(b) Notwithstanding Section 5.04(a)<\/u>:<\/p>\n

(i) Any Restricted Party or any Representative thereof may disclose any
\nConfidential Information for bona fide business purposes on a strict “need to
\nknow” basis to its Affiliates, its board of directors (or equivalent governing
\nbody), its Representatives and its lenders, provided<\/em>,
\nhowever<\/em>, that in each such case each such Person is bound by a legal
\nduty to or otherwise agrees to keep such Confidential Information confidential
\nin the manner set forth in this Section 5.04<\/u>.<\/p>\n

(ii) The provisions of Section 5.04(a)<\/u> shall not apply to, and
\nConfidential Information shall not include:<\/p>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

any information that is or has become generally available to the public other
\nthan as a result of a disclosure by any Restricted Party or any Affiliate or
\nRepresentative thereof in breach of any of the provisions of this Section
\n5.04<\/u>;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

any information that has been independently developed by such Restricted
\nParty (or any Affiliate thereof) without violating any of the provisions of this
\nAgreement or any other similar contract to which such Restricted Party, or any
\nAffiliate thereof or their respective Representatives, is bound;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

24<\/p>\n

\n\n\n\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

\n

any information made available to such Restricted Party (or any Affiliate
\nthereof), on a non-confidential basis by any third party who is not prohibited
\nfrom disclosing such information to such Shareholder by a legal, contractual or
\nfiduciary obligation to any other Shareholder or any of its Representatives; or\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(D)<\/p>\n<\/td>\n

\n

any information already possessed by such Restricted Party (or any Affiliate
\nthereof) and not obtained pursuant or subject to a confidentiality agreement.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(c) Except as otherwise provided for in this Section 5.04<\/u>,
\nConfidential Information received hereunder shall be used by each Shareholder
\nand its Affiliates solely for use in connection with such Shareholder’s
\ninvestment in FoundryCo and with respect to FoundryCo and its Subsidiaries.<\/p>\n

(d) The obligations of each Shareholder under this Section 5.04<\/u> shall
\nsurvive for as long as such Party remains a Shareholder, respectively, and for
\ntwo years after such Shareholder ceases to be a Shareholder, notwithstanding
\nsuch Shareholder’s Sale of Securities, and\/or any Person ceasing to be an
\nAffiliate of such Shareholder, provided,<\/em> that nothing in this
\nSection 5.04(d)<\/u> shall be deemed to terminate or affect the obligations of
\neither Shareholder with respect to or under any other agreements entered into
\nbetween such Shareholder and FoundryCo, including non-disclosure,
\nconfidentiality or other similar agreements, or other commercial agreements that
\ncontain confidentiality or non-disclosure provisions.<\/p>\n

SECTION 5.05 Directors’ and Officers’ Liability Insurance and
\nIndemnification Agreements<\/u><\/p>\n

FoundryCo shall purchase and maintain directors and officers insurance in an
\namount equal to not less than $25 million prior to the IPO and $50 million
\nimmediately following the IPO, and the members of the Board and of any similar
\ngoverning bodies of any Subsidiaries of FoundryCo appointed or designated by the
\nShareholders shall each be named as covered insureds thereunder. FoundryCo shall
\nmaintain the insurance contemplated hereby in effect from the date hereof until
\nsix (6) years from the last date upon which any member of the Board nominated by
\nany of the Shareholders held office on the Board. In addition, FoundryCo shall
\nenter into indemnification agreements with each member of the Board, in the form
\nof Exhibit B<\/u> or in such other form as is approved by the Board. In the
\nevent FoundryCo or any of its successors or assigns (i) consolidates with or
\nmerges into any other person and shall not be the continuing or surviving
\ncorporation or entity of such consolidation or merger or (ii) transfers all or
\nsubstantially all of the properties and assets of FoundryCo and its Subsidiaries
\ntaken as a whole to any person, then, and in each such case, proper provision
\nshall be made so that the successors and assigns of FoundryCo shall assume the
\nobligations set forth in this Section 5.05<\/u>.<\/p>\n

SECTION 5.06 Export Controls<\/u><\/p>\n

(a) FoundryCo shall comply with all applicable export laws, registrations,
\ninternational treaties or orders in effect on the date of the Agreement and as
\nmay be amended<\/p>\n<\/p>\n

25<\/p>\n

\n

from time to time, including, but not limited to, all such laws,
\nregistrations and treaties applicable to the export of goods and services from
\none country to another. Without limiting the foregoing, FoundryCo shall not
\nexport or transfer any product, exchange, supply, disclose or provide access to
\nany technical data, or otherwise provide any service contrary to the applicable
\nlaws and regulations of the United States, or to any country, entity or other
\nparty which is ineligible to receive such items under U.S. laws and regulations,
\nincluding regulations of the U.S. Department of Commerce (the Export
\nAdministration Regulations at 15 C.F.R. Pts. 730 to 774), U.S. Department of
\nState (the International Traffic in Arms Regulations at 22 C.F.R. Pts. 120-130),
\nor the U.S. Department of the Treasury (the trade sanctions regulations at 31
\nC.F.R. Pts. 500 to 598).<\/p>\n

(b) FoundryCo shall adopt a written policy for compliance with applicable
\nU.S. export control and foreign trade control laws. As of the date of this
\nAmended and Restated Shareholders Agreement, this compliance policy is in the
\nform of Exhibit C<\/u>. From time to time the board may review this policy and
\nmay revise or amend this policy to assist FoundryCo and its management in its
\ncompliance with the provisions of Section 5.06(a).<\/p>\n

SECTION 5.07 Rights to Purchase New Shares<\/u><\/p>\n

(a) The provisions of this Section 5.07 shall terminate upon the IPO.<\/p>\n

(b) At any time, in the event that FoundryCo proposes to issue new Shares to
\na Person, each of Discovery and Oyster shall have the right to purchase, in lieu
\nof any Person to whom FoundryCo proposed to issue such new Shares, in accordance
\nwith paragraph (c) below, a number of new Shares equal to the product of (i) the
\ntotal number of new Shares which FoundryCo proposes to issue at such time and
\n(ii) a fraction, the numerator of which shall be the total number of Fully
\nDiluted Shares which such Shareholder owns at such time and the denominator of
\nwhich shall be the total number of Fully Diluted Shares then Outstanding at the
\npurchase price set forth in the Notice of Issuance. The rights given by
\nFoundryCo under this Section 5.07<\/u> shall terminate if unexercised within
\nthirty (30) days after receipt of the Notice of Issuance referred to in
\nparagraph (c) below.<\/p>\n

(c) In the event that FoundryCo proposes to undertake an issuance of new
\nShares to a Person, FoundryCo shall give written notice (a “Notice of
\nIssuance<\/u>“) of its intention to each of Discovery and Oyster, describing all
\nmaterial terms of the new Shares and the purchase price. Each of Discovery and
\nOyster shall have thirty (30) days from the Notice of Issuance to agree to
\npurchase all or a portion of its pro rata share of such new Shares (as
\ndetermined pursuant to paragraph (b) above) for the same consideration.<\/p>\n

(d) If either or both of Discovery and Oyster elect to purchase any new
\nShares to be issued by FoundryCo, each such Shareholder electing to purchase the
\nnew Shares to be issued by FoundryCo shall select a date not later than twenty
\n(20) days (or longer if required by applicable Law) after the expiration of the
\nthirty (30)-day notice period referenced in paragraph (c) for the issue of the
\nnew Shares. Any new Shares not elected to be purchased by Discovery or Oyster
\nmay be sold by FoundryCo to the Person to which FoundryCo intended to sell such
\nnew Shares on terms and conditions no less favorable to FoundryCo than those
\noffered to Discovery and Oyster.<\/p>\n<\/p>\n

26<\/p>\n

\n

(e) Notwithstanding anything to the contrary contained herein, the right to
\npurchase new Shares pursuant to this Section 5.07 shall not apply to (i) the
\nissuance of any equity-based awards (and the underlying Shares) under any
\nIncentive Plan, (ii) the issuance of any Shares pursuant to the conversion or
\nexchange of any outstanding Securities of FoundryCo, or (iii) the issuance of
\nany Shares pursuant to the terms of the Funding Agreement.<\/p>\n

SECTION 5.08 Intel Patent Cross License Agreement<\/u><\/p>\n

Discovery may not amend, supplement, modify, terminate or extend the Intel
\nPatent Cross License Agreement in any way that adversely affects FoundryCo with
\nrespect to manufacturing of products for Discovery, or in a way that would
\nmaterially impair FoundryCo’s ability to perform its obligations under the Wafer
\nSupply Agreement, without the prior written consent of FoundryCo.<\/p>\n

SECTION 5.09 Fab Build-Outs<\/u><\/p>\n

The Parties agree to use their commercially reasonable efforts with respect
\nto the commitments relating to fab build-outs set forth on Exhibit D<\/u>.\n<\/p>\n

ARTICLE VI<\/p>\n

CERTAIN GOVERNANCE MATTERS<\/p>\n

SECTION 6.01 Approval of Certain Matters by Majority Vote<\/u><\/p>\n

(a) All matters within the scope of the Funding Agreement requiring Board or
\nShareholder action shall be resolved in accordance with the deadlock provisions
\nset forth therein.<\/p>\n

(b) With respect to the provisions of Section 2.07(b) that require the
\napproval of all of the members of the Board for certain actions, the
\nShareholders agree that:<\/p>\n

(i) Notwithstanding Section 2.07(b), if any Shareholder (together with its
\nPermitted Transferees) owns at least 75% of the Fully Diluted Shares, then the
\nCompany may take action with respect to any of the following if the Board shall
\nhave first approved such action by Majority Vote:<\/p>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

the amendment of any of the Transaction Documents;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

the entering into of any transaction, agreement or arrangement of the type
\ndescribed in Section 2.07(b)(v); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

\n

the entering into of any contract, arrangement, understanding or other
\nsimilar agreement with respect to any of the foregoing in subsections (A) or
\n(B);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(ii) notwithstanding Section 2.07(b), if any Shareholder (together with its
\nPermitted Transferees) owns at least 90% of the Fully Diluted Shares, then the\n<\/p>\n<\/p>\n

27<\/p>\n

\n

Company may take action with respect to any of the following if the Board
\nshall have first approved such action by Majority Vote:<\/p>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

each of the items listed in Section 6.01(b)(i)<\/u>;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

implementing material changes in the purpose or scope of FoundryCo’s
\nactivities or engaging in any material activity unrelated to FoundryCo’s
\nbusiness;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

\n

the approval of any material amendment, modification or revision to the
\ninitial Five-Year Capital Plan;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(D)<\/p>\n<\/td>\n

\n

the approval of any Annual Business Plan or any material amendment,
\nmodification or revision thereto; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(E)<\/p>\n<\/td>\n

\n

the entering into of any contract, arrangement, understanding or other
\nsimilar agreement with respect to any of the foregoing in subsections (A) – (D).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE VII<\/p>\n

DISSOLUTION<\/p>\n

SECTION 7.01 Dissolution<\/u>.<\/p>\n

(a) The Shareholders shall pass a special resolution approving the
\ndissolution of FoundryCo upon the occurrence of any of the following:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

by virtue of a written agreement to that effect, signed by Discovery and
\nOyster;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

the occurrence of any material event that makes it unlawful or illegal to
\ncarry on FoundryCo’s business, which event is not able to be cured after written
\nnotice has been given to the Shareholders specifying the details of such event;
\nor<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

at the election by the other Shareholder (the “Non-Affected
\nShareholder<\/u>“), (A) if either Discovery or Oyster (the “Affected
\nShareholder<\/u>“):<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

commences a voluntary case under any Bankruptcy Law,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

consents to the entry of an order for relief against it in an involuntary
\ncase under any Bankruptcy Law,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

consents to the appointment of a Custodian of it or for all or substantially
\nall of its property,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

28<\/p>\n

\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

makes a general assignment for the benefit of its creditors,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

generally is unable to pay its debts as the same become due, or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

if a court of competent jurisdiction enters an order or decree, and such
\norder or decree remains unstayed and in effect for sixty (60) days, under any
\nBankruptcy Law that:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

is for relief against the Affected Shareholder in an involuntary case,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

appoints a Custodian of the Affected Shareholder or for all or substantially
\nall of its property, or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

orders the liquidation of the Affected Shareholder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For the purposes of this Section 7.01<\/u>, the term “Bankruptcy
\nLaw<\/u>” means title 11, U.S. Code or any similar foreign, federal or state law
\nfor the relief of debtors. The term “Custodian<\/u>” means any receiver,
\ntrustee, assignee, liquidation or similar official under any Bankruptcy Law.\n<\/p>\n

(b) Upon the occurrence of any of the events set forth in Section
\n7.01(a)(iii) (A)<\/u> and (B)<\/u>, the Non-Affected Shareholder may elect in
\nlieu of triggering the dissolution of FoundryCo pursuant to Section
\n7.01(a)(iii)<\/u> any or all of the following actions:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

upon notice to FoundryCo by the Non-Affected Shareholder, the rights of the
\nDirectors designated by the Affected Shareholder (each an “Affected
\nDirector<\/u>“) under Section 2.07(b)<\/u> shall terminate and all actions set
\nforth under Section 2.07(b)<\/u> shall require the approval of each Director
\ndesignated by the Non-Affected Shareholder (each a “Non-Affected
\nDirector<\/u>“) with each Affected Director recusing themselves from such vote
\nand upon such approval, the matter shall be deemed approved by the Board; and\/or\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

the Non-Affected Shareholder shall have the option to purchase in cash, in
\naccordance with Section 3.11<\/u>, any or all of the Securities (valued at
\ntheir Fair Market Value) held by the Affected Shareholder and its Permitted
\nTransferees.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(c) Upon the dissolution of FoundryCo, the Person or Persons approved by the
\nShareholders holding a majority of the Fully Diluted Shares to carry out the
\nwinding-up of FoundryCo shall immediately commence to wind up FoundryCo’s
\naffairs in accordance with applicable Law and the Memorandum and Articles of
\nAssociation; provided, however<\/em>, that a reasonable time shall be allowed
\nfor the orderly liquidation of the assets of FoundryCo and the<\/p>\n<\/p>\n

29<\/p>\n

\n

satisfaction of liabilities to creditors so as to enable the Shareholders to
\nminimize the normal losses attendant upon a liquidation.<\/p>\n

ARTICLE VIII<\/p>\n

MISCELLANEOUS<\/p>\n

SECTION 8.01 Termination<\/u><\/p>\n

This Agreement shall terminate only:<\/p>\n

(a) upon dissolution of FoundryCo in accordance with Article VII<\/u>;<\/p>\n

(b) by virtue of a written agreement to that effect, signed by all Parties
\nhereto then possessing any rights hereunder; or<\/p>\n

(c) with respect to any Shareholder (subject to Section 5.04(d)<\/u>), at
\nsuch time as such Shareholder (together with its Permitted Transferees) no
\nlonger owns or holds any Securities.<\/p>\n

If this Agreement is terminated pursuant to Section 8.01<\/u>, all rights
\nand obligations of the Parties hereunder (except for this paragraph, Section
\n5.04<\/u> (Confidential Information), Section 8.02<\/u> (Notices), Section
\n8.10<\/u> (Governing Law; Arbitration), Section 8.13<\/u> (Expenses) and
\nAppendix A<\/u> (Definitions)) shall terminate. Nothing contained in this
\nSection 8.01<\/u> shall relieve any Party for any breach of any agreement or
\ncovenant contained in this Agreement that occurred prior to the date of
\ntermination of this Agreement.<\/p>\n

SECTION 8.02 Notices<\/u><\/p>\n

All notices, requests, claims, demands and other communications hereunder
\nshall be in writing and shall be given or made (and shall be deemed to have been
\nduly given or made upon receipt) by delivery in person, by an internationally
\nrecognized overnight courier service, by facsimile or by registered or certified
\nmail (postage prepaid, return receipt requested) to the respective Parties at
\nthe following addresses (or at such other address for a Party as shall be
\nspecified in a notice given in accordance with this section):<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

if to FoundryCo:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

GLOBALFOUNDRIES, Inc.<\/p>\n

P.O. Box 309, Ugland House<\/p>\n

Grand Cayman, KY1-1104<\/p>\n

Cayman Islands<\/p>\n<\/p>\n

30<\/p>\n

\n

with a copy to:<\/p>\n

GLOBALFOUNDRIES U.S. Inc.<\/p>\n

840 N. McCarthy Blvd.<\/p>\n

Milpitas, CA 95035 USA<\/p>\n

Attn: General Counsel<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

if to Bidco:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ATIC International Investment Company LLC<\/p>\n

Mamoura Building A<\/p>\n

Intersection of Muroor Road and 15th Street<\/p>\n

Abu Dhabi, United Arab Emirates<\/p>\n

Attention: Ibrahim Ajami (with a copy to Samak Azar)<\/p>\n

Fax +971 (2) 413 0102<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

if to Oyster:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Advanced International Investment Company LLC<\/p>\n

Mamoura Building A<\/p>\n

Intersection of Muroor Road and 15th Street<\/p>\n

Abu Dhabi, United Arab Emirates<\/p>\n

Attention: Ibrahim Ajami (with a copy to Samak Azar)<\/p>\n

Fax +971 (2) 413 0102<\/p>\n

with a copy to (which shall not constitute notice):<\/p>\n

Shearman & Sterling LLP<\/p>\n

525 Market Street<\/p>\n

Suite 1500<\/p>\n

San Francisco, CA 94105<\/p>\n

Facsimile: (415) 616-1199<\/p>\n

Attention: John D. Wilson<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

if to Discovery:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Advanced Micro Devices, Inc.<\/p>\n

7171 Southwest Parkway, B100.4<\/p>\n

Austin, Texas 78735<\/p>\n

Facsimile: (512) 602-4999<\/p>\n

Attention: General Counsel<\/p>\n<\/p>\n

31<\/p>\n

\n

with a copy to (which shall not constitute notice):<\/p>\n

Latham & Watkins LLP<\/p>\n

140 Scott Drive<\/p>\n

Menlo Park, CA 94025<\/p>\n

Facsimile: (650) 463-2600<\/p>\n

Attention: Tad J. Freese<\/p>\n

SECTION 8.03 Public Announcements<\/u><\/p>\n

No Party hereto shall make, or cause to be made, any press release or public
\nannouncement or otherwise communicate with any news media in respect of this
\nAgreement or the transactions contemplated hereby without the prior consent of
\nthe other Parties unless otherwise required by Law or applicable stock exchange
\nregulation, and the Parties hereto shall cooperate as to the timing and contents
\nof any such press release, public announcement or communication.<\/p>\n

SECTION 8.04 Severability<\/u><\/p>\n

If any term or other provision of this Agreement is invalid, illegal or
\nincapable of being enforced by any Law or public policy, all other terms and
\nprovisions of this Agreement shall nevertheless remain in full force and effect
\nfor so long as the economic or legal substance of the transactions contemplated
\nhereby is not affected in any manner materially adverse to any Party hereto.
\nUpon such determination that any term or other provision is invalid, illegal or
\nincapable of being enforced, the Parties hereto shall negotiate in good faith to
\nmodify this Agreement so as to effect the original intent of the Parties as
\nclosely as possible in an acceptable manner in order that the transactions
\ncontemplated hereby are consummated as originally contemplated to the greatest
\nextent possible.<\/p>\n

SECTION 8.05 Entire Agreement<\/u><\/p>\n

This Agreement and the other Transaction Documents constitute the entire
\nagreement of the Parties hereto with respect to the subject matter hereof and
\nthereof and supersede all prior agreements and undertakings, both written and
\noral, between Discovery, Oyster and FoundryCo with respect to the subject matter
\nhereof and thereof.<\/p>\n

SECTION 8.06 Assignment<\/u><\/p>\n

This Agreement may not be assigned by operation of law or otherwise without
\nthe express written consent of each Party hereto (which consent may be granted
\nor withheld in the sole discretion of such Party) and any such assignment or
\nattempted assignment without such consent shall be void.<\/p>\n

SECTION 8.07 Amendment<\/u><\/p>\n

This Agreement may not be amended or modified except (a) by an instrument in
\nwriting signed by, or on behalf of, each Party hereto or (b) by a waiver in
\naccordance with Section 8.08<\/u>.<\/p>\n<\/p>\n

32<\/p>\n

\n

SECTION 8.08 Waiver<\/u><\/p>\n

Either Discovery or Oyster may (a) extend the time for the performance of any
\nof the obligations or other acts of the other Party, (b) waive any inaccuracies
\nin the representations and warranties of the other Party contained herein or in
\nany document delivered by the other Party pursuant hereto, or (c) waive
\ncompliance with any of the agreements of the other Party or conditions to such
\nParty’s obligations contained herein. Any such extension or waiver shall be
\nvalid only if set forth in an instrument in writing signed by the Party to be
\nbound thereby. Any waiver of any term or condition shall not be construed as a
\nwaiver of any subsequent breach or a subsequent waiver of the same term or
\ncondition, or a waiver of any other term or condition of this Agreement. The
\nfailure of either Party hereto to assert any of its rights hereunder shall not
\nconstitute a waiver of any of such rights. All rights and remedies existing
\nunder this Agreement are cumulative to, and not exclusive of, any rights or
\nremedies otherwise available.<\/p>\n

SECTION 8.09 Third Party Beneficiaries<\/u><\/p>\n

This Agreement shall be binding upon and inure solely to the benefit of the
\nParties hereto and their respective successors and permitted assigns and nothing
\nherein, express or implied, is intended to or shall confer upon any other
\nPerson, including any union or any employee or former employee of Discovery, any
\nlegal or equitable right, benefit or remedy of any nature whatsoever, including
\nany rights of employment for any specified period, under or by reason of this
\nAgreement.<\/p>\n

SECTION 8.10 Governing Law; Arbitration<\/u><\/p>\n

(a) This Agreement shall be governed by, and construed in accordance with,
\nthe Laws of the State of New York applicable to contracts executed in and to be
\nperformed in that State, without regard to principles of the conflict of laws.\n<\/p>\n

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

(c) Any Dispute not resolved within thirty (30) days of the Dispute Notice
\nbeing received shall be referred to, and shall be finally and exclusively
\nresolved by, arbitration under the Rules of the London Court of International
\nArbitration (the “LCIA Rules<\/u>“) then in effect, as amended by this
\nSection 8.10<\/u>, which LCIA Rules are deemed to be incorporated by reference
\ninto this Section 8.10<\/u>, save that Article 6 of those Rules shall not be
\nincorporated and arbitrators shall be selected without regard to nationality.
\nThe seat, or legal place, of the arbitration shall be London, England. The
\nlanguage of the arbitration shall be English. The number of arbitrators shall be
\nthree (3). Each Party shall nominate one arbitrator and the two (2) arbitrators
\nnominated by the Parties shall, within thirty (30) days of the appointment of
\nthe second arbitrator, agree upon and nominate a third arbitrator who shall act
\nas Chairman of the Tribunal (as such terms are defined in the LCIA Rules). If no
\nagreement is reached within thirty<\/p>\n<\/p>\n

33<\/p>\n

\n

(30) days, the LCIA Court (as such term is defined in the LCIA Rules) shall
\nappoint a third arbitrator to act as Chairman of the Tribunal. It is hereby
\nexpressly agreed that if there is more than one claimant party or more than one
\nrespondent party, the claimant parties shall together nominate one arbitrator
\nand the respondent parties shall together nominate one arbitrator. In the event
\nthat a sole claimant or the claimant parties, on the one side, or a sole
\nrespondent or the respondent parties, on the other side, fails to nominate
\nits\/their arbitrator, such arbitrator shall be appointed by the LCIA Court. Any
\naward issued by the arbitrators shall be final and binding upon the Parties,
\nand, subject to this Section 8.10(c)<\/u> and to Section 8.10(d)<\/u>, may
\nbe entered and enforced in any court of competent jurisdiction by any of the
\nParties. In the event any Party subject to such final and binding award desires
\nto have it confirmed by a final order of a court, the only court which may do so
\nshall be a court of competent jurisdiction located in London, England; provided
\nhowever, that nothing in this sentence shall prejudice or prevent a Party from
\nenforcing the arbitrators’ final and binding award in any court of competent
\njurisdiction. The Parties hereto acknowledge and agree that any breach of the
\nterms of this Agreement could give rise to irreparable harm for which money
\ndamages would not be an adequate remedy. Accordingly, the Parties agree that,
\nprior to the formation of the Tribunal, the Parties have the right to apply
\nexclusively to any court of competent jurisdiction or other judicial authority
\nlocated in London, England for interim or conservatory measures, including,
\nwithout limitation, to compel arbitration (an “Interim Relief
\nProceeding<\/u>“). Furthermore, the Parties agree that, after the formation of
\nthe Tribunal, the arbitrators shall have the sole and exclusive power to grant
\ntemporary, preliminary and permanent relief, including injunctive relief and
\nspecific performance, and any then pending Interim Relief Proceeding shall be
\ndiscontinued without prejudice to the rights of any of the Parties thereto.
\nUnless otherwise ordered by the arbitrators pursuant to the terms hereof, the
\narbitrators’ expenses shall be shared equally by the Parties. In furtherance of
\nthe foregoing, each of the Parties hereto irrevocably submits to: (i) the
\nexclusive jurisdiction of the courts of England located in London, England in
\nrelation to any Interim Relief Proceeding and; (ii) the non-exclusive
\njurisdiction of the courts of England located in London, England with respect to
\nthe enforcement of any arbitral award rendered in accordance with this
\nSection 8.10<\/u>; and, with respect to any such suit, action or proceeding,
\nwaives any objection that it may have to the courts of England located in
\nLondon, England on the grounds of inconvenient forum. For the avoidance of
\ndoubt, where an arbitral tribunal is appointed under this Agreement, the whole
\nof its award shall be deemed for the purposes of the New York Convention on the
\nRecognition and Enforcement of Foreign Arbitral Awards of 1958 to be
\ncontemplated by this Agreement (and judgment on any such award may be entered in
\naccordance with the provisions set forth in this Section 8.10<\/u>).<\/p>\n

(d) Oyster hereby irrevocably waives to the fullest extent permitted by
\napplicable Law whatever defense it may have of sovereign immunity against suit
\nor enforcement, for itself and its property (presently owned or subsequently
\nacquired, and whether related to this Agreement or not), in: (i) any arbitration
\nproceedings commenced and held in London, England in accordance with Section
\n8.10(c)<\/u>; (ii) any Interim Relief Proceeding commenced and held in a court of
\ncompetent jurisdiction in London, England, in accordance with Section
\n8.10(c)<\/u>; (iii) any proceedings in a court of competent jurisdiction located
\nin London, England to confirm an award rendered by the arbitrators in accordance
\nwith this Section 8.10<\/u>; and (iv) any proceedings in a court of competent
\njurisdiction to enforce an award, and Oyster agrees that it will not raise,
\nclaim or cause to be pleaded any such immunity at or in respect of any such
\naction or proceeding.<\/p>\n<\/p>\n

34<\/p>\n

\n

(e) The Parties hereto agree that the process by which any arbitral or other
\nproceedings in London, England are begun may be served on them by being
\ndelivered to Law Debenture Corporate Services Limited or their registered
\noffices for the time being and by giving notice in accordance with Section
\n8.02<\/u>. If Law Debenture Corporate Services Limited is not or ceases to be
\neffectively appointed to accept service of process in England on any Party’s
\nbehalf, such Party shall immediately appoint a further person in England to
\naccept service of process on its behalf. If within fifteen (15) days of notice
\nfrom a Party requiring another Party to appoint a person in England to accept
\nservice of process on its behalf the other Party fails to do so, the Party shall
\nbe entitled to appoint such a person by written notice to the other Party.
\nNothing in this paragraph shall affect the right of the Parties to serve process
\nin any other manner permitted by Law.<\/p>\n

SECTION 8.11 Currency<\/u><\/p>\n

Unless otherwise specified in this Agreement, all references to currency,
\nmonetary values and dollars set forth herein shall mean United States (U.S.)
\ndollars and all payments hereunder shall be made in United States dollars.<\/p>\n

SECTION 8.12 Counterparts<\/u><\/p>\n

This Agreement may be executed and delivered (including by facsimile
\ntransmission) in one or more counterparts, and by the different Parties hereto
\nin separate counterparts, each of which when executed shall be deemed to be an
\noriginal, but all of which taken together shall constitute one and the same
\nagreement.<\/p>\n

SECTION 8.13 Expenses<\/u><\/p>\n

Except as otherwise specified in this Agreement, all costs and expenses,
\nincluding fees and disbursements of counsel, financial advisors and accountants,
\nincurred in connection with this Agreement and in closing and carrying out the
\ntransactions contemplated hereby shall be paid by the Party incurring such cost
\nor expense.<\/p>\n

SECTION 8.14 No Presumption Against Drafting Party<\/u><\/p>\n

Each Party hereto acknowledges and agrees it has had the opportunity to
\ndraft, review and edit the language of this Agreement and that each of the
\nParties hereto has been represented by counsel in connection with the
\nnegotiation and execution of this Agreement and the other Transaction Documents.
\nAccordingly, any rule of law or any legal decision that would require
\ninterpretation of any claimed ambiguities in this Agreement against the drafting
\nParty has no application and is expressly waived.<\/p>\n<\/p>\n

35<\/p>\n

\n

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
\nexecuted by their respective authorized signatories thereunto duly authorized as
\nof the date first above written.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

GLOBALFOUNDRIES INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ D.A. Grose<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

D.A. Grose<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

CEO<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ADVANCED MICRO DEVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Devinder Kumar<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ADVANCED TECHNOLOGY INVESTMENT COMPANY LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Ibrahim Ajami<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Ibrahim Ajami<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ATIC INTERNATIONAL INVESTMENT COMPANY LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Samak L. Azar<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Samak L. Azar<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Ibrahim Ajami<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Ibrahim Ajami<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

APPENDIX A<\/p>\n<\/p>\n

SHAREHOLDERS’ AGREEMENT <\/u><\/strong><\/p>\n

DEFINITIONS <\/strong><\/p>\n

“Accreted Value<\/u>” means the sum of (i) the purchase price per Class B
\nPreferred Share, plus (ii) the amount of value accreted on the purchase price
\nper Class B Preferred Share at a rate of 12% per year, compounded semiannually.\n<\/p>\n

“Additional Convertible Notes<\/u>” means any additional convertible
\npromissory notes of FoundryCo to be issued after the Closing Date pursuant to
\nthe Funding Agreement and the Master Transaction Agreement, including
\npaid-in-kind interest on such notes.<\/p>\n

“Additional Shares<\/u>” means the additional Ordinary Shares issuable upon
\nthe conversion of the Class B Preferred Shares, if the Fair Market Value of the
\nOrdinary Shares to be received upon such conversion would be less than the
\nAccreted Value of such Class B Preferred Shares.<\/p>\n

“Affiliate<\/u>” means, with respect to any specified Person, any other
\nPerson that directly, or indirectly through one or more intermediaries,
\ncontrols, is controlled by, or is under common control with, such specified
\nPerson; provided<\/em>, however, <\/em>that with respect to Oyster and
\nPearl, Affiliate shall mean any direct or indirect Subsidiary of Oyster or
\nPearl, respectively, and not any direct or indirect parent or sister entity of
\neither Oyster or Pearl, as the case may be, unless such parent or sister entity
\nis acting as a member of a “group” (as defined in Section 13(d)(3) of the
\nExchange Act) with Oyster or Pearl, respectively, for the purposes of acquiring,
\nholding or disposing of securities of FoundryCo; and provided
\nfurther<\/em>, however, <\/em>that Bidco and Oyster shall each be deemed to be
\nan Affiliate of the other.<\/p>\n

“Annual Business Plan<\/u>” has the meaning set forth in the Funding
\nAgreement.<\/p>\n

“Assumed Liabilities<\/u>” means only the Liabilities set forth on Exhibit
\nE to the Master Transaction Agreement.<\/p>\n

“ATIC Facility<\/u>” means the credit facility under which Oyster borrowed
\nUS $600 million and provided the proceeds to Bidco, which proceeds were used to
\nreduce the debt of FoundryCo’s GlobalFoundries Singapore Pte Ltd (“GFS<\/u>“)
\nprior to the date of the acquisition of GFS by FoundryCo.<\/p>\n

“Board<\/u>” means the Board of Directors of FoundryCo, as specified in the
\nMemorandum and Articles of Association.<\/p>\n

“Business Day<\/u>” means any day that is not a Friday, a Saturday, a
\nSunday or other day on which banks are required or authorized by Law to be
\nclosed in The City of New York or in Abu Dhabi.<\/p>\n

“Class A Preferred Shares<\/u>” means shares of Class A preferred shares of
\nFoundryCo with the rights, preferences and privileges set forth in the
\nMemorandum and Articles of Association.<\/p>\n

“Class B Preferred Shares<\/u>” means shares of Class B preferred shares of
\nFoundryCo with the rights, preferences and privileges set forth in the
\nMemorandum and Articles of Association.<\/p>\n<\/p>\n

APPENDIX A-1<\/p>\n

\n

APPENDIX A<\/p>\n<\/p>\n

“Closing Date<\/u>” means March 2, 2009.<\/p>\n

“Contribution Agreement<\/u>” means that Share Contribution Agreement by
\nand among Discovery, Oyster, BidCo, GFS and FoundryCo dated as of December 15,
\n2010 pursuant to which 100% of the ordinary shares of GFS are contributed to
\nFoundryCo.<\/p>\n

“control<\/u>” (including the terms “controlled by<\/u>” and “under
\ncommon control with<\/u>“), with respect to the relationship between or among two
\nor more Persons, means the possession, directly or indirectly or as trustee,
\npersonal representative or executor, of the power to direct or cause the
\ndirection of the affairs or management of a Person, whether through the
\nownership of voting securities, as trustee, personal representative or executor,
\nby contract, credit arrangement or otherwise.<\/p>\n

“Convertible Notes<\/u>” means the Initial Convertible Notes and the
\nAdditional Convertible Notes.<\/p>\n

“Director<\/u>” means a Person who is a member of the Board.<\/p>\n

“Discovery Change of Control Transaction<\/u>” has the meaning set forth in
\nthe Master Transaction Agreement.<\/p>\n

“Discovery WSA Material Breach<\/u>” means, for the purposes of Section
\n2.03(a) only, that Discovery shall have breached any of its material covenants
\nor agreements under the Wafer Supply Agreement in any material respect,
\nincluding, without limitation, if Discovery has: (i) purchased or agreed to
\npurchase MPU Products from a Person other than FoundryCo in violation of the
\nterms of the Wafer Supply Agreement, or (ii) materially failed to fulfill any
\nother material purchase commitment or payment obligation under the Wafer Supply
\nAgreement (as amended from time to time, including, without limitation, with
\nrespect to the terms and conditions for wafer deliveries in 2011); provided that
\nwith respect to (ii) Oyster shall have provided written notice to Discovery of
\nsuch material failure and Discovery shall not have cured such material failure
\nwithin thirty (30) days of receiving such written notice and provided further,
\nin the case of any such breach, that FoundryCo shall not have first materially
\nbreached any of its material covenants or agreements under the Wafer Supply
\nAgreement.<\/p>\n

“Encumbrance<\/u>” means any security interest, pledge, hypothecation,
\nmortgage, lien (including environmental and tax liens), violation, charge,
\nlease, license, encumbrance, servient easement, adverse claim, reversion,
\nreverter, preferential arrangement, restrictive covenant, condition or
\nrestriction of any kind, including any restriction on the use, voting, transfer,
\nreceipt of income or other exercise of any attributes of ownership.<\/p>\n

“Exchange Act<\/u>” means the United States Securities Exchange Act of
\n1934, as amended, and the rules and regulations promulgated thereunder.<\/p>\n

“Fair Market Value<\/u>” means, as of any date of determination (i) with
\nrespect to the Convertible Notes, the aggregate outstanding principal amount of
\nsuch Convertible Notes plus any accrued interest; (ii) with respect to
\nsecurities traded on any internationally recognized securities exchange, the
\nvalue shall be deemed to be the average of the closing price of the securities
\non such exchange over the twenty (20)-day period ending two (2) days prior to
\nsuch<\/p>\n<\/p>\n

APPENDIX A-2<\/p>\n

\n

APPENDIX A<\/p>\n<\/p>\n

date of determination; (iii) with respect to securities actively traded
\nover-the-counter, the value shall be deemed to be the average of the closing bid
\nor sale price (whichever is applicable) over the twenty (20)-day period ending
\ntwo (2) days prior to such date of determination; and (iv) with respect to
\nsecurities for which there is no active public market, and with respect to
\nproperty or other assets, the fair market value thereof, as determined in
\naccordance with Section 3.11<\/u>. In making such determination, the impact of
\nall terms of the securities shall be taken into account, including conversion
\npremiums, dividends, attached warrants, exercise price and the like, and the
\npresence or absence of an active public market for the securities. For purposes
\nof Section 5.01<\/u>, the date of determination hereunder shall be the date of
\nthe public announcement of the Discovery Change of Control Transaction.<\/p>\n

“Five-Year Capital Plan<\/u>” has the meaning set forth in the Funding
\nAgreement.<\/p>\n

“FoundryCo Group<\/u>” has the meaning set forth in the Master Transaction
\nAgreement.<\/p>\n

“FoundryCo Assets<\/u>” has the meaning set forth in the Master Transaction
\nAgreement.<\/p>\n

“Fully Diluted Shares<\/u>” means the aggregate of (i) the number of
\nOrdinary Shares issued and Outstanding and (ii) the number of Ordinary Shares
\nissuable upon (x) the exercise of any then exercisable outstanding options,
\nwarrants or similar instruments (other than such instruments held by FoundryCo)
\nand (y) the exercise of any conversion or exchange rights with respect to any
\noutstanding securities, including (A) any Class A Preferred Shares and Class B
\nPreferred Shares, assuming each Class A Preferred Share and each Class B
\nPreferred Share converts into 100 Ordinary Shares (but excluding any Additional
\nShares issuable with respect to the Class B Preferred Shares), as adjusted for
\nany share splits, share dividends, share combinations and the like, and (B) any
\nConvertible Notes, assuming the Convertible Notes convert into Preferred Shares
\nand then into Ordinary Shares in accordance with the terms thereof (excluding
\nany accrued and unpaid interest).<\/p>\n

“Funding Agreement<\/u>” means the Funding Agreement, dated as of March 2,
\n2009, among Oyster, Discovery and FoundryCo, relating to capital contributions
\nto FoundryCo, as may be amended from time to time.<\/p>\n

“Funding Date<\/u>” has the meaning set forth in the Funding Agreement.\n<\/p>\n

“GAAP<\/u>” means United States generally accepted accounting principles
\nand practices in effect from time to time applied consistently throughout the
\nperiods involved.<\/p>\n

“GFS Share Pledge Agreement<\/u>” means the agreement with the lenders
\nunder the ATIC Facility pursuant to which Bidco pledged the ordinary shares of
\nGFS to the lenders to secure the performance of Oyster under the ATIC Facility.\n<\/p>\n

“Governmental Authority<\/u>” means any federal, national, supranational,
\nstate, provincial, local, or similar government, governmental, regulatory or
\nadministrative authority, agency or commission or any court, tribunal, or
\njudicial or arbitral body.<\/p>\n

“HSR Act<\/u>” means the Hart-Scott-Rodino Antitrust Improvements Act of
\n1976 and the rules and regulations promulgated thereunder.<\/p>\n<\/p>\n

APPENDIX A-3<\/p>\n

\n

APPENDIX A<\/p>\n<\/p>\n

“IFRS<\/u>” means International Financial Reporting Standards as in effect
\nfrom time to time.<\/p>\n

“Incentive Plan<\/u>” means an incentive compensation plan for FoundryCo.\n<\/p>\n

“Initial Convertible Notes<\/u>” means (i) the two hundred one million
\neight hundred ten thousand dollars ($201,810,000) principal amount class A
\nconvertible promissory note issued by FoundryCo to Oyster on the Closing Date,
\nincluding any paid-in-kind interest on such note, and (ii) the eight hundred
\nseven million two hundred forty thousand dollars ($807,240,000) principal amount
\nclass B convertible promissory note issued by FoundryCo to Oyster on the Closing
\nDate, including any paid-in-kind interest on such note.<\/p>\n

“Intellectual Property<\/u>” has the meaning set forth in the Master
\nTransaction Agreement.<\/p>\n

“Intel Patent Cross License Agreement<\/u>” means the Patent Cross License
\nAgreement, dated as of November 11, 2009, between Discovery and Intel, as may be
\namended from time to time.<\/p>\n

“IPO<\/u>” means the initial Public Offering of FoundryCo.<\/p>\n

“Law<\/u>” means any federal, national, supranational, state, provincial,
\nlocal or similar statute, law, ordinance, decree, regulation, rule, code, order,
\nrequirement or rule of law (including common law).<\/p>\n

“Luther Forest Site<\/u>” has the meaning set forth in the Master
\nTransaction Agreement.<\/p>\n

“Majority Vote<\/u>” means the affirmative vote of at least a majority of
\nthe members of the Board.<\/p>\n

“Malta Rocket Fuel Area<\/u>” has the meaning set forth in the Master
\nTransaction Agreement.<\/p>\n

“Master Transaction Agreement<\/u>” means the Master Transaction Agreement
\nby and among Discovery, Oyster and the other parties thereto dated as of October
\n6, 2008, as amended.<\/p>\n

“Memorandum and Articles of Association<\/u>” means the Memorandum and
\nArticles of Association of FoundryCo, filed with the Registrar of Companies in
\nthe Cayman Islands, as may be amended from time to time.<\/p>\n

“Officers<\/u>” means the employees designated as officers by the Board
\nincluding but not limited to a Chief Executive Officer and a Chief Financial
\nOfficer.<\/p>\n

“Ordinary Shares<\/u>” means the ordinary shares of FoundryCo, with rights,
\npreferences and privileges set forth in the Memorandum and Articles of
\nAssociation.<\/p>\n

“Outstanding<\/u>” means, as of any date of determination, all Shares that
\nhave been issued on or prior to such date, other than Shares held, repurchased
\nor otherwise reacquired by FoundryCo on or prior to such date.<\/p>\n<\/p>\n

APPENDIX A-4<\/p>\n

\n

APPENDIX A<\/p>\n<\/p>\n

“Pearl<\/u>” has the meaning set forth in the Master Transaction Agreement.\n<\/p>\n

“Permitted Transferee<\/u>” means with respect to a Shareholder or
\nFoundryCo, any Affiliate of such Shareholder or FoundryCo, as the case may be;
\nprovided<\/em>, however, <\/em>that with respect to Oyster or FoundryCo,
\nPermitted Transferee shall also mean any transferee Person directly or
\nindirectly controlled by the Abu Dhabi government that is directed to be a
\ntransferee by any Governmental Authority; and provided further<\/em>,
\nhowever, <\/em>that Bidco and Oyster shall each be deemed to be a Permitted
\nTransferee of the other.<\/p>\n

“Person<\/u>” means an individual, partnership, firm, corporation, limited
\nliability company, association, trust, unincorporated organization or other
\nentity, as well as any syndicate or group that would be deemed to be a person
\nunder Section 13(d)(3) of the Exchange Act.<\/p>\n

“Preferred Shares<\/u>” means the Class A Preferred Shares and Class B
\nPreferred Shares.<\/p>\n

“Proceeding<\/u>” means any action, suit, claim, charge, hearing,
\narbitration, audit, or proceeding (public or private).<\/p>\n

“Public Offering<\/u>” means an underwritten public offering of equity
\nsecurities pursuant to an effective Registration Statement under the Securities
\nAct or similar non-U.S. applicable Laws.<\/p>\n

“Qualified Processes<\/u>” has the meaning set forth in the Wafer Supply
\nAgreement.<\/p>\n

“Register of Members<\/u>” has the meaning set forth in the Memorandum and
\nArticles of Association.<\/p>\n

“Sale of Securities<\/u>” means any issuance, sale, assignment, transfer,
\ndistribution (whether by an entity to its owners or otherwise) or other
\ndisposition of Securities or of a participation therein, whether voluntarily or
\nby operation of applicable Law.<\/p>\n

“SEC<\/u>” means the United States Securities and Exchange Commission.<\/p>\n

“Securities<\/u>” means the Shares and the Convertible Notes.<\/p>\n

“Securities Act<\/u>” means the United States Securities Act of 1933, as
\namended, and the rules and regulations promulgated thereunder.<\/p>\n

“Shareholders’ Agreement<\/u>” means this Agreement, as may be amended from
\ntime to time.<\/p>\n

“Shareholder<\/u>” means each Person (other than FoundryCo) that shall be a
\nparty to the Shareholders’ Agreement as a holder of Securities, whether in
\nconnection with the execution and delivery thereof as of the Closing Date or
\notherwise, so long as such Person shall beneficially own, hold of record or be a
\nregistered holder of any Securities.<\/p>\n

“Shares<\/u>” means the Ordinary Shares, the Preferred Shares and any other
\nshares of the share capital of FoundryCo issued on or after the date of the
\nShareholders’ Agreement.<\/p>\n<\/p>\n

APPENDIX A-5<\/p>\n

\n

APPENDIX A<\/p>\n<\/p>\n

“Subsidiary<\/u>” or “Subsidiaries<\/u>“, with respect to any Person,
\nmeans any and all corporations, partnerships, limited liability companies, joint
\nventures, associations and other entities controlled by such Person, directly or
\nindirectly or in which such Person directly or indirectly has at least 50% of
\nthe voting power to elect the board of directors or other governing body of such
\nentity.<\/p>\n

“Third Party<\/u>” means, with respect to any Shareholder, any Person other
\nthan (i) any Permitted Transferee of such Shareholder or (ii) the Other
\nShareholder, and, with respect to FoundryCo, any Person other than its
\nSubsidiaries or a Shareholder or the Permitted Transferees of a Shareholder.\n<\/p>\n

“Transaction Documents<\/u>” has the meaning set forth in the Master
\nTransaction Agreement.<\/p>\n

“Transition Period<\/u>” has the meaning set forth in the Funding
\nAgreement.<\/p>\n

“Wafer Starts<\/u>” has the meaning set forth in the Wafer Supply
\nAgreement.<\/p>\n

“Wafer Supply Agreement<\/u>” means the Wafer Supply Agreement, dated as of
\nMarch 2, 2009, between Discovery and FoundryCo, relating to the manufacture and
\nsale of wafers to Discovery by FoundryCo, as may be amended from time to time.\n<\/p>\n<\/p>\n

APPENDIX A-6<\/p>\n

\n

APPENDIX A<\/p>\n<\/p>\n

Table of Additional Definitions<\/u>. The following terms have the meanings
\nset forth in the Sections set forth below:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Definition<\/p>\n<\/td>\n

<\/td>\n\n

Location<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Affected Director<\/p>\n<\/td>\n

<\/td>\n\n

7.01(b)(i)<\/p>\n<\/td>\n<\/tr>\n

\n

Affected Shareholder<\/p>\n<\/td>\n

<\/td>\n\n

7.01(a)(iii)(A)<\/p>\n<\/td>\n<\/tr>\n

\n

Agreement<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n

\n

Auditors<\/p>\n<\/td>\n

<\/td>\n\n

4.01(a)<\/p>\n<\/td>\n<\/tr>\n

\n

Bankruptcy Law<\/p>\n<\/td>\n

<\/td>\n\n

7.01<\/p>\n<\/td>\n<\/tr>\n

\n

Confidential Information<\/p>\n<\/td>\n

<\/td>\n\n

5.04(a)<\/p>\n<\/td>\n<\/tr>\n

\n

Custodian<\/p>\n<\/td>\n

<\/td>\n\n

7.01<\/p>\n<\/td>\n<\/tr>\n

\n

day(s)<\/p>\n<\/td>\n

<\/td>\n\n

1.02<\/p>\n<\/td>\n<\/tr>\n

\n

Discovery<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n

\n

Dispute<\/p>\n<\/td>\n

<\/td>\n\n

8.10(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Dispute Notice<\/p>\n<\/td>\n

<\/td>\n\n

8,10(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Drag-Along Notice<\/p>\n<\/td>\n

<\/td>\n\n

3.08(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Drag-Along Offer<\/p>\n<\/td>\n

<\/td>\n\n

3.08(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Drag-Along Offered Securities<\/p>\n<\/td>\n

<\/td>\n\n

3.08(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Drag-Along Transaction<\/p>\n<\/td>\n

<\/td>\n\n

3.08(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Dragged-Along Shareholder<\/p>\n<\/td>\n

<\/td>\n\n

3.08(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Dragging-Along Shareholder<\/p>\n<\/td>\n

<\/td>\n\n

3.08(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Election Notice<\/p>\n<\/td>\n

<\/td>\n\n

3.11(a)<\/p>\n<\/td>\n<\/tr>\n

\n

Finance and Audit Committee<\/p>\n<\/td>\n

<\/td>\n\n

2.05(a)<\/p>\n<\/td>\n<\/tr>\n

\n

FoundryCo<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n

\n

Intel<\/p>\n<\/td>\n

<\/td>\n\n

3.02(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Interim Relief Proceeding<\/p>\n<\/td>\n

<\/td>\n\n

8.10(c)<\/p>\n<\/td>\n<\/tr>\n

\n

IPO Demand Request<\/p>\n<\/td>\n

<\/td>\n\n

5.01(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Last Look Acceptance Notice<\/p>\n<\/td>\n

<\/td>\n\n

3.06(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Last Look Notice<\/p>\n<\/td>\n

<\/td>\n\n

3.06(b)<\/p>\n<\/td>\n<\/tr>\n

\n

LCIA Rules<\/p>\n<\/td>\n

<\/td>\n\n

8.10(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Mutually Designated Appraiser<\/p>\n<\/td>\n

<\/td>\n\n

3.11(b)(iii)<\/p>\n<\/td>\n<\/tr>\n

\n

Non-Affected Director<\/p>\n<\/td>\n

<\/td>\n\n

7.01(b)(i)<\/p>\n<\/td>\n<\/tr>\n

\n

Non-Affected Shareholder<\/p>\n<\/td>\n

<\/td>\n\n

7.01(a)(iii)<\/p>\n<\/td>\n<\/tr>\n

\n

Notice of Acceptance<\/p>\n<\/td>\n

<\/td>\n\n

3.05(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Notice of Issuance<\/p>\n<\/td>\n

<\/td>\n\n

5.07(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Offer<\/p>\n<\/td>\n

<\/td>\n\n

3.05(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Offer Notice<\/p>\n<\/td>\n

<\/td>\n\n

3.05(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Offer Period<\/p>\n<\/td>\n

<\/td>\n\n

3.05(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Offer Price<\/p>\n<\/td>\n

<\/td>\n\n

3.05(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Offered Securities<\/p>\n<\/td>\n

<\/td>\n\n

3.05(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Original Agreement<\/p>\n<\/td>\n

<\/td>\n\n

Recitals<\/p>\n<\/td>\n<\/tr>\n

\n

Other Shareholder<\/p>\n<\/td>\n

<\/td>\n\n

3.05(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Oyster<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n

\n

Parties\/Party<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n

\n

Proceedings<\/p>\n<\/td>\n

<\/td>\n\n

8.10(c)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

APPENDIX A-7<\/p>\n

\n

APPENDIX A<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Definition<\/p>\n<\/td>\n

<\/td>\n\n

Location<\/p>\n<\/td>\n<\/tr>\n

\n

Prospective Seller<\/p>\n<\/td>\n

<\/td>\n\n

3.05(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Prospective Transferee<\/p>\n<\/td>\n

<\/td>\n\n

3.09(a)<\/p>\n<\/td>\n<\/tr>\n

\n

Public Sale<\/p>\n<\/td>\n

<\/td>\n\n

3.09(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Registration Statement<\/p>\n<\/td>\n

<\/td>\n\n

5.01(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Representatives<\/p>\n<\/td>\n

<\/td>\n\n

5.04(a)<\/p>\n<\/td>\n<\/tr>\n

\n

Restricted Party<\/p>\n<\/td>\n

<\/td>\n\n

5.04(a)<\/p>\n<\/td>\n<\/tr>\n

\n

Restricted Period<\/p>\n<\/td>\n

<\/td>\n\n

3.03(a)<\/p>\n<\/td>\n<\/tr>\n

\n

Shareholders’ Agreement<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n

\n

Tag-Along Notice of Interest<\/p>\n<\/td>\n

<\/td>\n\n

3.07(b)(ii)<\/p>\n<\/td>\n<\/tr>\n

\n

Tag-Along Offer<\/p>\n<\/td>\n

<\/td>\n\n

3.05(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Tag-Along Offered Securities<\/p>\n<\/td>\n

<\/td>\n\n

3.07(b)(ii)<\/p>\n<\/td>\n<\/tr>\n

\n

Unaccepted Securities<\/p>\n<\/td>\n

<\/td>\n\n

3.05(e)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

APPENDIX A-8<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6576],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9553,9556],"class_list":["post-40758","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-advanced-micro-devices-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-corporate","corporate_contracts_types-corporate__govern"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40758","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40758"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40758"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40758"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40758"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}