\n| \n APPENDIX H<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n :<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n SUPPLEMENTAL CONDITIONS TO OYSTER FUNDING<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nThis AMENDED AND RESTATED FUNDING AGREEMENT (this “Funding Agreement<\/u>”
\nand as referred to herein, this “Agreement<\/u>“), dated as of December 27,
\n2010, is entered into by and among Advanced Micro Devices, Inc., a Delaware
\ncorporation (“Discovery<\/u>“), Advanced Technology Investment Company LLC, a
\nlimited liability company established under the laws of the Emirate of Abu Dhabi
\nand wholly-owned by the Government of Abu Dhabi (“Oyster<\/u>“) (each of
\nDiscovery and Oyster 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 and FoundryCo are sometimes referred to herein as the
\n“Parties<\/u>,” and each individually as a “Party<\/u>.”<\/p>\n RECITALS <\/strong><\/p>\nWHEREAS, the Parties are parties to the Funding Agreement, dated as of
\nMarch 2, 2009 (the “Original Agreement<\/u>“);<\/p>\n WHEREAS, from March 2, 2009 until November 17, 2010, pursuant to Sections
\n3.01(b) and 3.02(b) of the Original Funding Agreement, on each Funding Date,
\nFoundryCo issued Class A Preferred Shares and Class B Preferred Shares at a
\npurchase price calculated by multiplying the per share Net Tangible Assets of
\nFoundryCo by 0.90;<\/p>\n WHEREAS, from November 10, 2010, until the date hereof (the “Interim
\nPeriod”), pursuant to the terms of a letter agreement, dated November 24, 2010,
\non each Funding Date that occurred during the Interim Period, FoundryCo issued
\nonly Class A Preferred Shares, at a purchase price calculated by multiplying the
\nper share Net Tangible Assets of FoundryCo by 1.10;<\/p>\n WHEREAS, the Parties desire to amend the Original Agreement in order to make
\ncertain changes thereto; and<\/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 ARTICLE I<\/p>\n DEFINITIONS<\/p>\n SECTION 1.01. Certain Defined Terms<\/u>. Capitalized terms used and not
\notherwise defined in this Agreement shall have the respective meanings referred
\nto or ascribed to such terms in Appendix A<\/u>.<\/p>\n SECTION 1.02. Interpretation and Rules of Construction<\/u>. In this
\nAgreement, except to the extent otherwise provided or that the context otherwise
\nrequires:<\/p>\n<\/p>\n 1<\/p>\n<\/p>\n
\n(a) when a reference is made in this Agreement to an Article, Section or
\nAppendix, such reference is to an Article or Section of, or an Appendix to, this
\nAgreement 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) any certificate delivered pursuant to this Agreement shall be deemed a
\nrepresentation and warranty contained in this Agreement as to the matters
\ncovered thereby;<\/p>\n (f) 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 (g) the definitions contained in this Agreement are applicable to the
\nsingular as well as the plural forms of such terms;<\/p>\n (h) whenever the context may require, any pronoun shall include the
\ncorresponding masculine, feminine and neuter forms;<\/p>\n (i) 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 or regulations promulgated thereunder;<\/p>\n (j) 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 (k) references to a Person are also to its successors and permitted assigns;\n<\/p>\n (l) the use of “or” is not intended to be exclusive unless expressly
\nindicated otherwise; and<\/p>\n (m) the phrase “the date hereof” or “as of the date of this Agreement” shall
\nbe deemed to refer to March 2, 2009.<\/p>\n<\/p>\n 2<\/p>\n<\/p>\n
\nARTICLE II<\/p>\n PROCEDURES PRIOR TO EACH FUNDING NOTICE<\/p>\n SECTION 2.01. Approval of Annual Business Plan<\/u>.<\/p>\n (a) On or prior to mid-November of each year (which date shall be prior to
\nthe end of the seventh fiscal week of the fourth fiscal quarter of such year of
\nFoundryCo), or the next succeeding Business Day if such date is not a Business
\nDay, the Management Team shall prepare and present to the Board for its approval
\na proposed Annual Business Plan for the subsequent Fiscal Year. The Annual
\nBusiness Plan for the Fiscal Year ending on December 26, 2009 (the “First
\nAnnual Business Plan<\/u>“) is attached hereto as Appendix B<\/u>. Each
\nproposed Annual Business Plan shall address, among other things, each of the
\nline items set forth in the First Annual Business Plan.<\/p>\n (b) In connection with the preparation of each proposed Annual Business Plan,
\nthe Management Team shall retain such advisors and take such actions as will
\nenable it to estimate whether and to what extent third-party debt financing
\n(“Debt Financing<\/u>“) would then be available to FoundryCo, with the aim
\nthat such Debt Financing would be at least sufficient to meet the projected Debt
\nFunding Level for such Fiscal Year as set forth in the Five-Year Capital Plan.
\nEach proposed Annual Business Plan shall include either a proposed commitment
\nletter for such Debt Financing or a summary of indicative terms from at least
\ntwo financial institutions (or, if in the good faith determination of the
\nManagement Team, no reputable and established financial institutions would
\nprovide such Debt Financing on commercially reasonable terms, a statement to
\nsuch effect). Each of Discovery and Oyster shall use its commercially reasonable
\nefforts to assist FoundryCo in obtaining any Debt Financing, and either
\nShareholder shall have the option, but not the obligation, to provide guarantees
\nor other similar means of financial support in connection with any Debt
\nFinancing.<\/p>\n (c) Such proposed Annual Business Plan shall specifically include an
\nestimate, by fiscal quarter, of sources and uses of funds for FoundryCo for such
\nsubsequent Fiscal Year, at all times after giving effect to the cash reserve
\nrequirement in Section 2.02<\/u>. After due consideration of such proposed
\nAnnual Business Plan, the Board shall vote on whether to approve (with such
\nchanges as the Board shall determine) such proposed Annual Business Plan in
\naccordance with the approvals required by the Shareholders’ Agreement. If the
\nBoard approves such proposed Annual Business Plan in accordance with the
\napprovals required by the Shareholders’ Agreement, such proposed Annual Business
\nPlan shall immediately become effective as the Annual Business Plan for the
\nsubsequent Fiscal Year.<\/p>\n (d) If the Board has not approved such proposed Annual Business Plan on or
\nprior to the earlier of (i) the first Business Day after November 29 and
\n(ii) the last day of the ninth (9th<\/sup>) fiscal week of the fourth fiscal
\nquarter of Foundry Co, then within three (3) Business Days thereafter FoundryCo
\nshall deliver a notice that shall detail the specific items that are the subject
\nof such non-approval to the chief executive officer of each Shareholder. During
\nthe period following receipt of such notice through December 23 of that Fiscal
\nYear, the chief executive officers, acting on behalf of their respective
\nShareholder, shall seek in good faith and shall use their commercially
\nreasonable efforts to hold at least three (3) additional meetings with<\/p>\n<\/p>\n3<\/p>\n<\/p>\n
\nthe goal of approving the proposed Annual Business Plan (with such changes as
\nthe chief executive officers shall determine). If (i) the Board approves such
\nproposed Annual Business Plan (with such changes as the chief executive
\nofficers, acting on behalf of their respective Shareholder, shall determine) in
\naccordance with the approvals required by the Shareholders’ Agreement, or (ii) a
\nShareholder unilaterally approves such proposed Annual Business Plan (with such
\nchanges as such Shareholder shall determine) pursuant to the rights granted
\nunder Section 6.01(b)<\/u> of the Shareholders’ Agreement, such proposed
\nAnnual Business Plan shall immediately become effective as the Annual Business
\nPlan for such subsequent Fiscal Year.<\/p>\n (e) If the Shareholders, acting through their respective chief executive
\nofficers, have not approved such proposed Annual Business Plan on or prior to
\nDecember 23rd<\/sup> of the Fiscal Year in which the proposed Annual
\nBusiness Plan was submitted to the Board and the chief executive officers, a
\n“Business Plan Deadlock<\/u>” shall be deemed to have occurred and the Parties
\nshall follow the deadlock resolution procedures set forth in
\nArticle VIII<\/u>.<\/p>\nSECTION 2.02. Cash Reserve<\/u> (a). The Parties agree that at all times
\nduring the term of this Agreement, the FoundryCo Group shall maintain Cash and
\nCash Equivalents in an amount equal to at least $500 million, provided,
\nhowever<\/em>, that this requirement shall no longer apply upon the earlier of
\n(i) FoundryCo entering into a Transition Period in accordance with
\nArticle VIII<\/u> hereunder and (ii) the end of Phase II.<\/p>\nARTICLE III<\/p>\n FUNDING PROCEDURES<\/p>\n SECTION 3.01. Funding Notices<\/u>.<\/p>\n (a) From time to time during the term of this Agreement, FoundryCo may
\nprovide a notice requesting equity funding (the “First Funding Notice<\/u>“)
\nto both Shareholders in substantially the form attached hereto as Appendix
\nD<\/u>. The First Funding Notice shall be provided at least thirty (30) days
\nprior to the date of any contemplated equity funding hereunder (unless otherwise
\nagreed in writing by the Shareholders) (each, a “Funding Date<\/u>“).<\/p>\n (b) On any Funding Date on or after November 17, 2010, the Securities to be
\nissued shall consist of Class A Preferred Shares.<\/p>\n (c) Subject to the satisfaction or waiver of the applicable conditions
\nprecedent set forth in Article VI<\/u>, unless otherwise agreed by the
\nShareholders, the aggregate amount of equity funding to be provided by the
\nShareholders in any Fiscal Year pursuant to this Agreement shall be as follows:\n<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n (i)<\/p>\n<\/td>\n | \n during Phase I, such amount shall be equal to the Original
\nFunding Level for such Fiscal Year as set forth in the Five-Year Capital Plan,
\nprovided<\/em>, however,<\/em> that such Original Funding Level shall be
\nreduced to the extent any Debt Financing obtained by FoundryCo during such
\nFiscal Year exceeds the projected Debt Funding Level for such Fiscal Year, and
\nprovided further<\/em>, that, subject to Section 3.01(c)(iv)<\/u>, to the
\nextent such Debt Financing is less than<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n4<\/p>\n<\/p>\n
\n\n\n\n| <\/td>\n | \n any such projected Debt Funding Level, the Original Funding Level shall not
\nbe increased to make up any such difference;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (ii)<\/p>\n<\/td>\n | \n during Phase II, such amount shall be equal to the Original Funding Level for
\nsuch Fiscal Year as set forth in the Five-Year Capital Plan, provided<\/em>,
\nhowever,<\/em> that such amount may be reduced (A) to the Minimum Funding
\nLevel pursuant to Section 6.02(b)<\/u>, (B) to a level between the Original
\nFunding Level and the Minimum Funding Level pursuant to Section 8.02(a)<\/u>
\nand (C) to the Minimum Funding Level pursuant to Section 8.04(c)<\/u>. Such
\namount shall also be reduced to the extent any Debt Financing obtained by
\nFoundryCo during such Fiscal Year exceeds the projected Debt Funding Level for
\nsuch Fiscal Year, provided, however<\/em>, that, subject to
\nSection 3.01(c)(iv)<\/u>, to the extent such Debt Financing is less than any
\nsuch projected Debt Funding Level, such amount shall not be increased to make up
\nany such difference. For the avoidance of doubt, if the Minimum Funding Level
\napplies, then (x) the projected Debt Funding Level shall be reduced to the
\nMinimum Debt Funding Level, and (y) if the level of Debt Financing is less than
\nany such projected Minimum Debt Funding Level, the minimum level of equity
\nfunding shall be equal to the Minimum Funding Level;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| <\/td>\n | \n (iii)<\/p>\n<\/td>\n | \n during Phase III, such amount shall be equal to the equity funding level set
\nforth in the approved Annual Business Plan for such Fiscal Year, provided,
\nhowever<\/em>, that such amount may be reduced (A) to a level between the
\nPhase III Alternate Funding Level and the Transition Funding Level pursuant to
\nSection 8.03(a)<\/u> and (B) to the Transition Funding Level pursuant to
\nSection 8.04(c)<\/u>. Such amount shall also be reduced to the extent any Debt
\nFinancing obtained by FoundryCo during such Fiscal Year exceeds the projected
\nDebt Funding Level for such Fiscal Year, provided, however<\/em>, that to the
\nextent such Debt Financing is less than any such projected Debt Funding Level,
\nsuch amount shall not be increased to make up any such difference. For the
\navoidance of doubt, if the Transition Funding Level applies and such Debt
\nFinancing is less than any such projected Debt Funding Level, the minimum level
\nof equity funding shall be equal to the Transition Funding Level; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| <\/td>\n | \n (iv)<\/p>\n<\/td>\n | \n notwithstanding anything to the contrary in
\nSection 3.01(c)(i)<\/u> or (ii)<\/u>, if (A) any equity funding has been
\nreduced during Phase I or Phase II as a result of Debt Financing obtained during
\nany Fiscal Year exceeding the projected Debt Funding Level for such Fiscal Year
\n(the cumulative amount of such equity funding reduction being referred to as the
\n“Rollover Amount<\/u>“) and (B) during any subsequent Fiscal Year during
\nPhase I or Phase II the amount of<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 5<\/p>\n<\/p>\n
\n\n\n\n| <\/td>\n | \n any Debt Financing is less than the projected Debt Funding Level for such
\nFiscal Year, then the amount of equity funding for such Fiscal Year or for any
\nsubsequent Fiscal Year during Phase I or Phase II may be increased up to the
\nRollover Amount, provided, however<\/em>, that in no event shall the
\naggregate amount of equity funding to be provided by Oyster during Phase I and
\nPhase II exceed the aggregate amount of equity funding for Phase I and Phase II
\nas set forth in the Five-Year Capital Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n(d) Subject to the satisfaction or waiver of the applicable conditions
\nprecedent set forth in Article VI<\/u>, Oyster shall be obligated to purchase
\nits Pro Rata Portion of the Securities offered pursuant to any First Funding
\nNotice. Discovery shall have the right, but not the obligation, to purchase its
\nPro Rata Portion of the Securities offered pursuant to any First Funding Notice.
\nWithin ten (10) days of receipt of a First Funding Notice, Discovery shall
\nadvise FoundryCo and Oyster, in writing, whether it elects to purchase any of
\nthe Securities offered. To the extent that Discovery elects not to purchase all
\nof its Pro Rata Portion of any Securities offered pursuant to any First Funding
\nNotice, Oyster shall be obligated, subject to the satisfaction or waiver of the
\napplicable conditions precedent set forth in Article VI<\/u>, to purchase all
\nof such unpurchased Securities. Oyster may also elect at any time to purchase
\nadditional Securities in excess of those offered pursuant to any First Funding
\nNotice.<\/p>\n (e) On or prior to the tenth (10th<\/sup>) day prior to a Funding Date,
\nFoundryCo shall provide a notice (the “Second Funding Notice<\/u>“) to each
\nShareholder in substantially the form attached hereto as Appendix E
\n<\/u>which shall detail each Shareholder’s allocable portion of the Securities
\noffered.<\/p>\nSECTION 3.02. Purchase and Sale of Securities<\/u>.<\/p>\n (a) Pursuant to the terms and subject to the conditions of this Agreement, on
\neach Funding Date, FoundryCo shall issue to each purchasing Shareholder and such
\nShareholder shall purchase, accept and acquire from FoundryCo the allocated
\nSecurities as set forth in the Second Funding Notice for such Funding Date.<\/p>\n (b) On each Funding Date, the purchase price per Class A Preferred Share
\nshall be determined by dividing (i) the Net Tangible Assets of the FoundryCo
\nGroup (derived from the most recent Fiscal Year-end audited consolidated balance
\nsheet of FoundryCo that has been approved by the Board and calculated in
\naccordance with the Statement of Principles set forth in Appendix F attached
\nhereto) by (ii) the Number of Outstanding Preferred Shares (as of the date of
\nthe balance sheet referred to in clause (i) above), and multiplying such
\nquotient by 1.10.<\/p>\n (c) In the event that FoundryCo submits a First Funding Notice to the
\nShareholders prior to the time that the audited financial statements of
\nFoundryCo have been approved by the Board, FoundryCo may submit such funding
\nrequest based on the Management Team’s determination of Net Tangible Assets as
\nof the end of the preceding Fiscal Year, prepared from the management accounts
\nof FoundryCo and calculated in accordance with the Statement of Principles set
\nforth in Appendix F<\/u> (an “Unaudited NTA<\/u>“). Any such First Funding\n<\/p>\n<\/p>\n 6<\/p>\n<\/p>\n
\nNotice that relies on an Unaudited NTA shall be accompanied by a pro-forma
\nbalance sheet of FoundryCo that sets forth the basis of the Unaudited NTA
\ncalculation and the determination of the purchase price per Class A Preferred
\nShare, calculated with reference to the Unaudited NTA (an “Unaudited Purchase
\nPrice”), together with a certification of the CFO as to FoundryCo’s compliance
\nwith the terms of this section. Once the Board has approved the audited
\nconsolidated balance sheet of FoundryCo, the CFO shall recalculate the Net
\nTangible Assets in accordance with the Statement of Principles set forth in
\nAppendix F<\/u>, and shall determine the purchase price per Class A Preferred
\nShare (the “Audited Purchase Price”) with reference to such audited consolidated
\nbalance sheet and shall provide copies of such Net Tangible Assets calculation
\nand related back-up to Oyster and Discovery. In the event that the Board
\napproves the audited consolidated balance sheet of FoundryCo prior to the
\nFunding Date with respect to which such First Funding Notice has been given,
\nFoundryCo shall revise the First Funding Notice accordingly (and any Second
\nFunding Notice, if applicable). In the event that the Board has not approved the
\naudited consolidated balance sheet of FoundryCo prior to the applicable Funding
\nDate, then FoundryCo shall issue and the Shareholder shall purchase such
\nsecurities at the Unaudited Purchase Price. Following the determination of the
\nAudited Purchase Price, if the Unaudited Purchase Price is different from the
\nAudited Purchase Price, FoundryCo shall immediately repurchase at their original
\nissue price any Class A Preferred Shares purchased at the Unaudited Purchase
\nPrice and shall immediately thereafter issue to the party who held such
\nrepurchased Class A Preferred Shares the number of Class A Preferred Shares as
\nis determined by dividing the aggregate repurchase price of all such repurchased
\nClass A Preferred Shares by the Audited Purchase Price, and shall apply the
\nconsideration to be paid for such repurchase to the subscription price for such
\nnew issue of Class A Preferred Shares.<\/p>\n SECTION 3.03. Closing Deliveries by FoundryCo<\/u>. On each Funding Date,
\nFoundryCo shall deliver or cause to be delivered to Oyster and Discovery, if
\napplicable, or their respective designated custodians:<\/p>\n (a) if requested, physical certificates evidencing the number of Class A
\nPreferred Shares to be purchased by such Shareholder on such Funding Date,
\nrounded to the nearest whole share;<\/p>\n (b) an updated Register of Members reflecting the issuance of the Securities
\non such Funding Date;<\/p>\n (c) a certificate of the Estimated NTA, if applicable;<\/p>\n (d) a certificate, dated as of such Funding Date, executed by an authorized
\nofficer of FoundryCo certifying as to the matters set forth in
\nArticle IV<\/u>, Section 6.01<\/u> and Section 6.02(a)<\/u>,
\n6.02(b)<\/u> or 6.02(c)<\/u>, as applicable; and<\/p>\n (e) receipt(s) for the aggregate consideration paid by such Shareholder for
\nthe Securities issued to it on such Funding Date.<\/p>\n SECTION 3.04. Closing Deliveries by the Shareholders<\/u> (a). On each
\nFunding Date, to the extent a Shareholder is purchasing Securities, such
\nShareholder shall deliver to FoundryCo (i) a wire transfer of the aggregate<\/p>\n<\/p>\n 7<\/p>\n<\/p>\n
\nconsideration for the Securities to be issued to such Shareholder on such
\nFunding Date, payable in United States dollars and in immediately available
\nfunds to the bank account designated by FoundryCo in the First Funding Notice,
\nor (ii) if the Board so agrees in advance, the aggregate consideration for such
\nSecurities payable in Cash and Cash Equivalents acceptable to the Board.<\/p>\n ARTICLE IV<\/p>\n REPRESENTATIONS AND WARRANTIES OF FOUNDRYCO AT EACH FUNDING\n<\/p>\n FoundryCo hereby represents and warrants as of each Funding Date to each
\nShareholder who is issued Securities on such Funding Date as follows:<\/p>\n SECTION 4.01. Organization, Authority and Qualification of FoundryCo<\/u>.
\nFoundryCo is an exempted company limited by shares, duly formed, validly
\nexisting and in good standing under the Laws of the Cayman Islands. FoundryCo
\nhas all corporate power and authority to execute and deliver this Agreement and
\nto perform its obligations hereunder.<\/p>\n SECTION 4.02. Authorization of the Class A Preferred Shares<\/u>. The
\nClass A Preferred Shares to be issued and purchased pursuant to this Agreement
\non any Funding Date have been duly authorized and, when issued and delivered in
\naccordance with this Agreement on such Funding Date, shall be validly issued,
\nfully paid and non-assessable and will be free of all preemptive or similar
\nrights, except as set forth in the Memorandum and Articles of Association and
\nShareholders’ Agreement, and shall be entitled to the rights and be subject to
\nthe restrictions described in the Memorandum and Articles of Association. The
\nClass B Ordinary Shares issuable upon conversion of the Class A Preferred Shares
\nshall be entitled to the rights and be subject to the restrictions described in
\nthe Memorandum and Articles of Association and will be duly authorized, validly
\nissued, fully paid and non-assessable, free of all preemptive or similar rights,
\nexcept as set forth in the Memorandum and Articles of Association and
\nShareholders’ Agreement.<\/p>\n SECTION 4.03. [Intentionally Omitted<\/u>].<\/p>\n SECTION 4.04. Authorization; Enforceability<\/u>. The execution and
\ndelivery of this Agreement by FoundryCo, the performance by FoundryCo of its
\nobligations hereunder and the consummation by FoundryCo of the transactions
\ncontemplated hereby have been duly authorized by all requisite action on the
\npart of FoundryCo. This Agreement has been duly executed and delivered by
\nFoundryCo, and this Agreement constitutes a valid and binding obligation of
\nFoundryCo, enforceable against FoundryCo in accordance with its terms, except as
\nenforcement may be limited by general principles of equity whether applied in a
\ncourt of law or a court of equity, and by applicable bankruptcy, insolvency and
\nsimilar Laws affecting creditors’ rights and remedies generally.<\/p>\n SECTION 4.05. Absence of Further Requirements<\/u>. The execution and
\ndelivery of this Agreement by FoundryCo, the performance by FoundryCo of its
\nobligations hereunder and the consummation by FoundryCo of the transactions
\ncontemplated hereby do not and will not require any Authorizations and do not
\nand will not require any Consents, except such as have been previously obtained
\nand will be in full force and effect as of such Funding Date.<\/p>\n<\/p>\n 8<\/p>\n<\/p>\n
\nSECTION 4.06. No Conflicts<\/u>. The execution and delivery by FoundryCo of
\nthis Agreement, the compliance by FoundryCo with all the provisions hereof, the
\nperformance by FoundryCo of all of its obligations hereunder and the
\nconsummation of the transactions contemplated hereby will not: (i) conflict with
\nor constitute a breach of any of the terms or provisions of, or a default under,
\nthe constituent documents of FoundryCo or any of its Subsidiaries, any Material
\nFoundryCo Contract or any other indenture, loan agreement, mortgage, lease or
\nother agreement or instrument that is material to FoundryCo and its
\nSubsidiaries, taken as a whole, to which FoundryCo or any of its Subsidiaries is
\na party or by which FoundryCo or any of its Subsidiaries or their respective
\nproperty is bound; (ii) materially violate or conflict with any Law applicable
\nto FoundryCo, any of its Subsidiaries or their respective property; (iii) result
\nin the imposition or creation of (or the obligation to create or impose) any
\nmaterial Encumbrance on the assets, properties or business of FoundryCo under
\nany agreement or instrument to which FoundryCo or any of its Subsidiaries is a
\nparty or by which FoundryCo or any of its Subsidiaries or their respective
\nproperty is bound; or (iv) result in the suspension, termination or revocation
\nof any material Consent or Authorization of FoundryCo or any of its Subsidiaries
\nor any other impairment of the rights of the holder of any such material Consent
\nor Authorization.<\/p>\n ARTICLE V<\/p>\n REPRESENTATIONS AND WARRANTIES OF FUNDING SHAREHOLDERS<\/p>\n Each of Oyster and Discovery, if applicable, severally and not jointly,
\nhereby represents and warrants as of each Funding Date to FoundryCo as follows:\n<\/p>\n SECTION 5.01. Organization<\/u>. Such Shareholder has been duly organized,
\nvalidly existing and is in good standing under the laws of the jurisdiction of
\nits organization and has all power and authority to execute and deliver this
\nAgreement and to perform its obligations hereunder.<\/p>\n SECTION 5.02. Authorization; Enforceability<\/u>. The execution and
\ndelivery of this Agreement by such Shareholder, the performance by such
\nShareholder of its obligations hereunder and the consummation by such
\nShareholder of the transactions contemplated hereby have been duly authorized by
\nall requisite action. This Agreement has been duly executed and delivered by
\nsuch Shareholder and this Agreement constitutes a valid and binding obligations
\nof such Shareholder, enforceable against such Shareholder in accordance with its
\nterms, except as enforcement may be limited by general principles of equity
\nwhether applied in a court of law or a court of equity, and by applicable
\nbankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies
\ngenerally.<\/p>\n SECTION 5.03. Absence of Further Requirements<\/u>. To the knowledge of
\nsuch Shareholder, the execution and delivery of this Agreement by such
\nShareholder, the performance by such Shareholder of its obligations hereunder
\nand the consummation by such Shareholder of the transactions contemplated hereby
\ndo not and will not require any Authorization and do not and will not require
\nany Consents, except such as have been previously obtained and will be in full
\nforce and effect as of such Funding Date.<\/p>\n<\/p>\n 9<\/p>\n<\/p>\n
\nSECTION 5.04. No Conflicts<\/u>. The execution and delivery by such
\nShareholder of this Agreement, the compliance by such Shareholder with all the
\nprovisions hereof, the performance by such Shareholder of all of its obligations
\nhereunder, and the consummation of the transactions contemplated hereby will
\nnot: (i) conflict with or constitute a breach of any of the terms or provisions
\nof the organizational documents of such Shareholder; or (ii) materially violate
\nor conflict with any Law applicable to such Shareholder.<\/p>\n SECTION 5.05. Investment Representations<\/u>.<\/p>\n (a) Such Shareholder acknowledges and understands that (i) the Securities
\nhave not been and will not be registered under the Securities Act or under any
\nstate securities Laws and are being offered and sold in reliance upon federal
\nand state exemptions for transactions not involving any public offering,
\n(ii) such exemption depends in part upon, and such Securities are being sold in
\nreliance on, the representations and warranties set forth in this Agreement,
\n(iii) such Shareholder may have to bear the economic risk of its investment in
\nthe Securities for an indefinite period of time because the Securities must be
\nheld indefinitely unless subsequently registered under the Securities Act and
\napplicable state securities Laws or unless an exemption from such registration
\nis available, and (iv) a restrictive legend evidencing these restrictions shall
\nbe placed on all certificates evidencing the Securities.<\/p>\n (b) Such Shareholder is an “accredited investor” as defined in Rule 501 of
\nRegulation D promulgated under the Securities Act, a sophisticated investor and,
\nby virtue of its business or financial experience, is capable of evaluating the
\nmerits and risks of the investment in the Securities. Such Shareholder has been
\nprovided an opportunity to ask questions of and receive answers from
\nrepresentatives of FoundryCo concerning the terms and conditions of this
\nAgreement and the purchase of the Securities contemplated hereby.<\/p>\n (c) Such Shareholder is acquiring the Securities for the purpose of
\ninvestment and not with a view to, or for offer or sale in connection with, any
\ndistribution thereof that would be prohibited by Law.<\/p>\n ARTICLE VI<\/p>\n CONDITIONS PRECEDENT TO OYSTER FUNDING<\/p>\n SECTION 6.01. Conditions Precedent To Oyster Funding on Each Funding
\nDate<\/u>. The obligation of Oyster to purchase any Securities on any Funding
\nDate as contemplated by this Agreement shall be subject to the satisfaction or
\nwaiver, on or prior to the applicable Funding Date, of each of the following
\nconditions precedent:<\/p>\n (a) Deliverables<\/u>. (i) FoundryCo shall have delivered to Oyster the
\nclosing deliverables set forth in Section 3.03<\/u>.<\/p>\n (b) Representations and Warranties; Covenants<\/u>.<\/p>\n<\/p>\n 10<\/p>\n<\/p>\n
\n\n\n\n| <\/td>\n | \n (i)<\/p>\n<\/td>\n | \n the representations and warranties of FoundryCo set forth in this Agreement
\nshall be true and correct in all material respects on and as of such Funding
\nDate; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (ii)<\/p>\n<\/td>\n | \n the covenants and agreements set forth in this Agreement to be complied with
\nby FoundryCo on or before the applicable Funding Date shall have been complied
\nwith in all material respects.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n (c) No Material Adverse Effect<\/u>. No event or events shall have
\noccurred, or be reasonably likely to occur, which, individually or in the
\naggregate, have, or are reasonably likely to have, (i) a FoundryCo Material
\nAdverse Effect or (ii) a Discovery Material Adverse Effect that could reasonably
\nbe expected to materially and adversely affect Discovery’s performance of its
\nobligations under the Wafer Supply Agreement, including a sustained material
\ndecrease in Discovery’s MPU forecasts, or Discovery’s MPU purchase orders under
\nthe Wafer Supply Agreement being materially below its MPU forecasts thereunder
\non a sustained basis.<\/p>\n (d) No Material Default Under Transaction Documents<\/u>. As of such
\nFunding Date, there shall be no material breach or default by FoundryCo or
\nDiscovery under the terms or provisions of any Transaction Document.<\/p>\n SECTION 6.02. Supplemental Conditions to Oyster Funding<\/u>.<\/p>\n (a) In addition to the conditions precedent set forth in
\nSection 6.01<\/u>, the obligation of Oyster to purchase any Securities offered
\non any Funding Date during Phase I shall be subject to the satisfaction or
\nwaiver of the supplemental conditions set forth in paragraph 1 under Legal
\nConditions on Appendix H<\/u> on or prior to such Funding Date.<\/p>\n (b) In addition to the conditions precedent set forth in
\nSection 6.01<\/u>, the obligation of Oyster to purchase any Securities offered
\non any Funding Date during Phase II shall be subject to the satisfaction or
\nwaiver of each of the supplemental conditions set forth under Legal Conditions,
\nFinancial Conditions and Strategic Conditions on Appendix H<\/u> on or prior
\nto such Funding Date, except for any other date otherwise specified therein,
\nprovided, however<\/em>, that if any of the Financial Conditions or Strategic
\nConditions on Appendix H<\/u> has not been satisfied or waived on or prior to
\nsuch Funding Date, then Oyster’s funding obligation may, at Oyster’s option, be
\nreduced to the Minimum Funding Level until such date, if any, when Oyster
\nreceives evidence to its reasonable satisfaction that such condition has been
\nsatisfied. For the avoidance of doubt, with respect to any Abu Dhabi-related
\nStrategic Condition set forth on Appendix H<\/u>, such condition shall be
\ndeemed satisfied if FoundryCo shall have performed in all material respects all
\nobligations in its reasonable control, regardless of whether or not such
\nStrategic Condition or milestone shall have in fact been achieved.<\/p>\n(c) In addition to the conditions precedent set forth in
\nSection 6.01<\/u>, the obligation of Oyster to purchase any Securities offered
\non any Funding Date during Phase III shall be subject to approval of the Annual
\nBusiness Plan for the applicable Fiscal Year in accordance with this Agreement
\nand the Shareholders’ Agreement and the satisfaction or waiver of the
\nsupplemental conditions set forth in paragraph 1 under Legal Conditions on
\nAppendix H<\/u> on or prior to such Funding Date.<\/p>\n<\/p>\n 11<\/p>\n<\/p>\n
\nARTICLE VII<\/p>\n OTHER AGREEMENTS<\/p>\n SECTION 7.01. Agreement Regarding Conditions Precedent<\/u>. Oyster and
\nDiscovery agree to use their commercially reasonable efforts to cause each of
\nits designees to the Board to refrain from taking any action that would prevent,
\nrestrict or limit FoundryCo’s ability to satisfy each of the applicable
\nconditions precedent set forth in Article VI<\/u>.<\/p>\n SECTION 7.02. Force Majeure Event<\/u>. The Parties agree that in the event
\nof a Force Majeure Event that has directly caused the failure to satisfy any Abu
\nDhabi-related Strategic Condition set forth in Appendix H<\/u>, then the
\ntarget date for such Strategic Condition shall be automatically extended until
\nsuch condition has been satisfied, at which time each Shareholder’s respective
\nobligations under Article III<\/u> shall automatically resume.<\/p>\n SECTION 7.03. Confidentiality<\/u>. The Parties agree that any information
\nrelating to FoundryCo, the other Shareholder, or any of their respective
\nSubsidiaries that is proprietary to FoundryCo, the other Shareholder or any of
\ntheir respective Subsidiaries, as applicable, or otherwise not available to the
\ngeneral public, received in connection with this Agreement shall be treated as
\n“Confidential Information” in accordance with Section 5.04<\/u> of the
\nShareholders’ Agreement.<\/p>\n ARTICLE VIII<\/p>\n BUSINESS PLAN DEADLOCK RESOLUTION<\/p>\n SECTION 8.01. Business Plan Deadlock Resolution During Phase I<\/u>. In the
\nevent of a Business Plan Deadlock as a result of not being able to approve the
\nAnnual Business Plan for the Fiscal Year ending in 2010, Oyster shall be
\nobligated to, and Discovery may if it elects to, continue to fund at the
\nOriginal Funding Level through the end of Phase I, subject to the satisfaction
\nor waiver of the conditions set forth in Section 6.01<\/u> and
\nSection 6.02(a)<\/u>. If at the end of such Fiscal Year, the Annual Business
\nPlan for the Fiscal Year ending in 2011 is approved in accordance with this
\nAgreement and the Shareholders’ Agreement, then funding shall be at the Original
\nFunding Level, subject to the satisfaction or waiver of the conditions set forth
\nin Section 6.01<\/u> and Section 6.02(b)<\/u>. If at the end of such Fiscal
\nYear, the Annual Business Plan for the Fiscal Year ending in 2011 is not so
\napproved, then the provisions of Section 8.02<\/u> below shall apply.<\/p>\n SECTION 8.02. Business Plan Deadlock Resolution During Phase II<\/u>.<\/p>\n (a) In the event of a Business Plan Deadlock with respect to any Fiscal Year
\nof Phase II, Oyster shall continue to provide funding in an amount at least
\nequal to the Minimum Funding Level and up to the Original Funding Level, subject
\nto satisfaction or waiver of the conditions set forth in Section 6.01<\/u>
\nand Section 6.02(b)<\/u>, until either (i) approval of the Annual Business
\nPlan, in which case Oyster’s funding commitment shall revert to the Original
\nFunding Level, subject to satisfaction or waiver of the conditions set forth in
\nSection 6.01<\/u> and Section 6.02(b)<\/u>, or (ii) Oyster notifies
\nFoundryCo that it has elected to have FoundryCo enter<\/p>\n<\/p>\n 12<\/p>\n<\/p>\n
\ninto the Transition Period, in which case Section 8.04<\/u> will become
\neffective immediately upon such notice.<\/p>\n (b) In the event Oyster does not elect to have FoundryCo enter into the
\nTransition Period pursuant to Section 8.02(a)(ii)<\/u>, Oyster shall, within
\nfive (5) Business Days of the end of each fiscal quarter, provide FoundryCo with
\nnotice of the amount of funding Oyster is committing to fund for the following
\nfiscal quarter, FoundryCo shall include such amount in any First Funding Notice
\ndelivered with respect to such following fiscal quarter, and the funding
\nprocedures set forth in Article III<\/u> shall otherwise continue to apply.\n<\/p>\n SECTION 8.03. Business Plan Deadlock Resolution During Phase III<\/u>.<\/p>\n (a) In the event of a Business Plan Deadlock with respect to any Fiscal Year
\nof Phase III, Oyster shall continue to provide funding in an amount at least
\nequal to the Transition Funding Level and up to the Phase III Alternate Funding
\nLevel, subject to satisfaction or waiver of the conditions set forth in
\nSection 6.01<\/u> and Section 6.02(c)<\/u> (other than the approval of the
\nAnnual Business Plan), until either (i) approval of the Annual Business Plan, in
\nwhich case Oyster’s funding commitment shall revert to the level set forth in
\nsuch approved Annual Business Plan, subject to satisfaction or waiver of the
\nconditions set forth in Section 6.01<\/u> and Section 6.02(c)<\/u>, or
\n(ii) Oyster notifies FoundryCo that it has elected to have FoundryCo enter into
\nthe Transition Period, in which case Section 8.04<\/u> will become effective
\nimmediately upon such notice.<\/p>\n (b) In the event Oyster does not elect to have FoundryCo enter into the
\nTransition Period pursuant to Section 8.03(a)(ii)<\/u>, Oyster shall, within
\nfive (5) Business Days of the end of each fiscal quarter, provide FoundryCo with
\nnotice of the amount of funding Oyster is committing to fund for the following
\nfiscal quarter, FoundryCo shall include such amount in any First Funding Notice
\ndelivered with respect to such following fiscal quarter, and the funding
\nprocedures set forth in Article III<\/u> shall otherwise continue to apply.\n<\/p>\n SECTION 8.04. Transition Period<\/u>. If Oyster elects to have FoundryCo
\nenter into the Transition Period pursuant to Section 8.02<\/u> or
\nSection 8.03<\/u>, then the Parties agree that such Transition Period shall be
\ngoverned by the following:<\/p>\n (a) Prior to any request for equity funding from the Shareholders, the
\nManagement Team shall have first complied with the obligation regarding Debt
\nFinancing set forth in Section 2.01(b)<\/u>.<\/p>\n (b) The funding procedures set forth in Article III<\/u> shall continue to
\napply.<\/p>\n (c) Oyster shall only be obligated to provide funding through the Transition
\nPeriod at the Minimum Funding Level in the case of a Transition Period during
\nPhase II and at the Transition Funding Level in the case of a Transition Period
\nduring Phase III, in each case subject to the satisfaction or waiver of the
\nconditions set forth in Section 6.01<\/u> and the supplemental conditions set
\nforth in paragraph 1 under Legal Conditions on Appendix H<\/u> on or prior to
\nany Funding Date.<\/p>\n<\/p>\n 13<\/p>\n<\/p>\n
\n(d) The Shareholders shall jointly pursue, in good faith, transition options
\nduring the Transition Period, including without limitation, winding-down,
\nselling or liquidating FoundryCo.<\/p>\n (e) Upon termination of the Transition Period, Oyster shall have the option
\nto purchase in cash, in accordance with Section 3.11<\/u> of the Shareholders’
\nAgreement, any or all Securities (valued at their Fair Market Value) held by
\nDiscovery and its Permitted Transferees at a price equal to their Fair Market
\nValue.<\/p>\n ARTICLE IX<\/p>\n MISCELLANEOUS<\/p>\n SECTION 9.01. Termination<\/u>(a). This Agreement shall terminate upon the
\nearlier of (i) a written agreement to that effect, signed by all Parties hereto
\nthen possessing any rights hereunder, and (ii) the termination of the Transition
\nPeriod. If this Agreement is terminated pursuant to this Section 9.01<\/u>
\n(Termination), all rights and obligations of the Parties hereunder (except for
\nSection 7.03<\/u> (Confidentiality), this Section 9.01<\/u>,
\nSection 9.02 <\/u>(Notices), Section 9.10<\/u> (Governing Law; Arbitration),
\nSection 9.13 (Expenses) and Appendix A<\/u> (Defined Terms)) shall terminate.\n<\/p>\n SECTION 9.02. Notices<\/u>. All notices, requests, claims, demands and
\nother communications hereunder shall be given or made in accordance with
\nSection 14.01<\/u> of the Master Transaction Agreement.<\/p>\n SECTION 9.03. Severability<\/u>. If any term or other provision of this
\nAgreement is invalid, illegal or incapable of being enforced by any Law or
\npublic policy, all other terms and provisions of this Agreement shall
\nnevertheless remain in full force and effect for so long as the economic or
\nlegal substance of the transactions contemplated hereby is not affected in any
\nmanner materially adverse to any Party hereto. Upon such determination that any
\nterm or other provision is invalid, illegal or incapable of being enforced, the
\nParties hereto shall negotiate in good faith to modify this Agreement so as to
\neffect the original intent of the Parties as closely as possible in an
\nacceptable manner in order that the transactions contemplated hereby are
\nconsummated as originally contemplated to the greatest extent possible.<\/p>\n SECTION 9.04. Entire Agreement<\/u>. This Agreement constitutes the entire
\nagreement of the Parties hereto with respect to the subject matter hereof and
\nsupersedes all prior agreements and undertakings, both written and oral, among
\nthe Parties with respect to the subject matter hereof.<\/p>\n SECTION 9.05. Assignment<\/u>. This Agreement may not be assigned by
\noperation of law or otherwise without the express written consent of each Party
\nhereto (which consent may be granted or withheld in the sole discretion of such
\nParty) and any such assignment or attempted assignment without such consent
\nshall be void, provided<\/em>, however<\/em>, that Oyster may assign all
\nof its rights and obligations under this Agreement without any consent to any
\nPermitted Transferee.<\/p>\n<\/p>\n14<\/p>\n<\/p>\n
\nSECTION 9.06. Amendment<\/u>. This Agreement may not be amended or modified
\nexcept (a) by an instrument in writing signed by, or on behalf of, each Party
\nhereto or (b) by a waiver in accordance with Section 9.07<\/u>.<\/p>\n SECTION 9.07. Waiver<\/u>. Any Party to this Agreement may (a) extend the
\ntime for the performance of any of the obligations or other acts of any other
\nParty, (b) waive any inaccuracies in the representations and warranties of other
\nParties contained herein or in any document delivered by other Parties pursuant
\nhereto or (c) waive compliance with any of the agreements of other Parties or
\nconditions to such Party’s obligations contained herein. Any such extension or
\nwaiver shall be valid only if set forth in an instrument in writing signed by
\nthe Party to be bound thereby. Any waiver of any term or condition shall not be
\nconstrued as a waiver of any subsequent breach or a subsequent waiver of the
\nsame term or condition, or a waiver of any other term or condition of this
\nAgreement. The failure of any Party hereto to assert any of its rights hereunder
\nshall not constitute a waiver of any of such rights. All rights and remedies
\nexisting under this Agreement are cumulative to, and not exclusive of, any
\nrights or remedies otherwise available.<\/p>\n SECTION 9.08. Third Party Beneficiaries<\/u>. This Agreement shall be
\nbinding upon and inure solely to the benefit of the Parties hereto and their
\nrespective successors and permitted assigns and nothing herein, express or
\nimplied, is intended to or shall confer upon any other Person, including any
\nunion or any employee or former employee of any Party, any legal or equitable
\nright, benefit or remedy of any nature whatsoever, including any rights of
\nemployment for any specified period, under or by reason of this Agreement.<\/p>\n SECTION 9.09. Further Assurances<\/u>. 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 9.10. 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 9.10, which LCIA Rules are deemed to be incorporated by reference into
\nthis Section 9.10. The seat, or legal place, of the arbitration shall be London,\n<\/p>\n<\/p>\n 15<\/p>\n<\/p>\n
\nEngland. The language of the arbitration shall be English. The number of
\narbitrators shall be three. Each Party shall nominate one arbitrator and the two
\narbitrators nominated by the Parties shall, within thirty (30) days of the
\nappointment of the second arbitrator, agree upon and nominate a third arbitrator
\nwho shall act as Chairman of the Tribunal (as such terms are defined in the LCIA
\nRules). If no agreement is reached within thirty (30) days, the LCIA Court (as
\nsuch term is defined in the LCIA Rules) shall appoint a third arbitrator to act
\nas Chairman of the Tribunal. The Chairman of the arbitration panel should not be
\na citizen or a resident of the country of an arbitrator nominated by, or
\nappointed on behalf of, a Party nor should the Chairman be a citizen or a
\nresident of the United States of America or the United Arab Emirates. It is
\nhereby expressly agreed that if there is more than one claimant party or more
\nthan one respondent party, the claimant parties shall together nominate one
\narbitrator and the respondent parties shall together nominate one arbitrator. In
\nthe event that a sole claimant or the claimant parties, on the one side, or a
\nsole respondent 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 9.10(c) and to Section 9.10(d), may be entered and
\nenforced in any court of competent jurisdiction by any of the Parties. In the
\nevent any Party subject to such final and binding award desires to have it
\nconfirmed by a final order of a court, the only court which may do so shall be a
\ncourt of competent jurisdiction located in London, England; provided however,
\nthat nothing in this sentence shall prejudice or prevent a Party from enforcing
\nthe arbitrators’ final and binding award in any court of competent jurisdiction.
\nThe Parties hereto acknowledge and agree that any breach of the terms of this
\nAgreement could give rise to irreparable harm for which money damages would not
\nbe an adequate remedy. Accordingly, the Parties agree that, prior to the
\nformation of the Tribunal, the Parties have the right to apply exclusively to
\nany court of competent jurisdiction or other judicial authority located in
\nLondon, England for interim or conservatory measures, including, without
\nlimitation, to compel arbitration (an “Interim Relief Proceeding<\/u>“).
\nFurthermore, the Parties agree that, after the formation of the Tribunal, the
\narbitrators shall have the sole and exclusive power to grant temporary,
\npreliminary and permanent relief, including injunctive relief and specific
\nperformance, 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 9.10; and, with respect to any such suit, action or proceeding, waives
\nany objection that it may have to the courts of England located in London,
\nEngland on the grounds of inconvenient forum. For the avoidance of doubt, where
\nan arbitral tribunal is appointed under this Agreement, the whole of its award
\nshall be deemed for the purposes of the New York Convention on the Recognition
\nand Enforcement of Foreign Arbitral Awards of 1958 to be contemplated by this
\nAgreement (and judgment on any such award may be entered in accordance with the
\nprovisions set forth in this Section 9.10).<\/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<\/p>\n<\/p>\n 16<\/p>\n<\/p>\n
\nAgreement or not), in: (i) any arbitration proceedings commenced and held in
\nLondon, England in accordance with Section 9.10(c); (ii) any Interim Relief
\nProceeding commenced and held in a court of competent jurisdiction in London,
\nEngland, in accordance with Section 9.10(c); (iii) any proceedings in a court of
\ncompetent jurisdiction located in London, England to confirm an award rendered
\nby the arbitrators in accordance with this Section 9.10; and (iv) any
\nproceedings in a court of competent jurisdiction to enforce an award, and Oyster
\nagrees that it will not raise, claim or cause to be pleaded any such immunity at
\nor in respect of any such action or proceeding.<\/p>\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 9.02.
\nIf Law Debenture Corporate Services Limited is not or ceases to be effectively
\nappointed to accept service of process in England on any Party’s behalf, such
\nParty shall immediately appoint a further person in England to accept service of
\nprocess on its behalf. If within fifteen (15) days of notice from a Party
\nrequiring another Party to appoint a person in England to accept service of
\nprocess on its behalf the other Party fails to do so, the Party shall be
\nentitled to appoint such a person by written notice to the other Party. Nothing
\nin this paragraph shall affect the right of the Parties to serve process in any
\nother manner permitted by Law.<\/p>\n SECTION 9.11. Currency<\/u>. Unless otherwise specified in this Agreement,
\nall references to currency, monetary values and dollars set forth herein shall
\nmean United States (U.S.) dollars and all payments hereunder shall be made in
\nUnited States dollars.<\/p>\n SECTION 9.12. No Presumption Against Drafting Party<\/u>. Each Party hereto
\nacknowledges and agrees it has had the opportunity to draft, review and edit the
\nlanguage of this Agreement and that each of the Parties hereto has been
\nrepresented by counsel in connection with the negotiation and execution of this
\nAgreement and the other Transaction Documents. Accordingly, any rule of law or
\nany legal decision that would require interpretation of any claimed ambiguities
\nin this Agreement against the drafting party has no application and is expressly
\nwaived.<\/p>\n SECTION 9.13. Expenses<\/u>. Except as otherwise specified in this
\nAgreement, all costs and expenses, including fees and disbursements of counsel,
\nfinancial advisors and accountants, incurred in connection with this Agreement
\nand in closing and carrying out the transactions contemplated hereby shall be
\npaid by the Party incurring such costs or expenses.<\/p>\n SECTION 9.14. Counterparts<\/u>. This Agreement may be executed and
\ndelivered (including by facsimile transmission) in one or more counterparts, and
\nby the different Parties hereto in separate counterparts, each of which when
\nexecuted shall be deemed to be an original, but all of which taken together
\nshall constitute one and the same agreement.<\/p>\n<\/p>\n 17<\/p>\n<\/p>\n
\nIN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as
\nof the date first written above by their respective officers thereunto duly
\nauthorized.<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n ADVANCED MICRO DEVICES, INC.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ Devinder Kumar<\/p>\n<\/td>\n<\/tr>\n | \n| \n Name:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Title:<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n ADVANCED TECHNOLOGY INVESTMENT COMPANY LLC<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ Ibrahim Ajami<\/p>\n<\/td>\n<\/tr>\n | \n| \n Name: Ibrahim Ajami<\/p>\n<\/td>\n<\/tr>\n | \n| \n Title: Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n GLOBALFOUNDRIES INC.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ D.A. Grose<\/p>\n<\/td>\n<\/tr>\n | \n| \n Name: D.A. Grose<\/p>\n<\/td>\n<\/tr>\n | \n| \n Title: CEO<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nAPPENDIX A <\/u><\/strong><\/p>\nCertain Defined Terms<\/u>. For purposes of this Agreement:<\/p>\n “Additional Shares<\/u>” has the meaning set forth in the Shareholders’
\nAgreement.<\/p>\n “Affiliate<\/u>” has the meaning set forth in the Shareholders’ Agreement.\n<\/p>\n “Agreement<\/u>” or “this Agreement<\/u>” means this Funding Agreement
\nbetween the Parties hereto (including the Appendixes hereto) and all amendments
\nhereto made in accordance with the provisions hereof.<\/p>\n “Annual Business Plan<\/u>” means the then current annual business plan and
\nbudget of FoundryCo that has been approved by the Board in accordance with this
\nAgreement and the Shareholders’ Agreement.<\/p>\n “Authorization<\/u>” has the meaning set forth in the Master Transaction
\nAgreement.<\/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 “Cash and Cash Equivalents<\/u>” means (i) cash on hand and any credit
\nbalance in United States dollars, Euros or any other currency on any current
\nsavings or deposit account with any bank that is repayable on demand or upon and
\nnot more than ninety (90) days’ notice; (ii) securities denominated in United
\nStates dollars, Euros or any other currency that are not convertible into any
\nother form of security and are rated or issued by any Person rated Aa2 or better
\nby Moody’s or AA or better by Standard & Poor’s; (iii) securities
\ndenominated in United States dollars, Euros or any other currency that are not
\nconvertible into any other form of security and are rated at least P-1 by
\nMoody’s or A-1 by Standard & Poor’s; (iv) certificates of deposit
\ndenominated in United States dollars, Euros or any other currency issued by, and
\nacceptances so denominated by, banking institutions authorized under applicable
\nlegislation which at the time of making such issue or acceptances, have
\noutstanding debt securities rated as provided in clause (iii) above, and
\n(v) such other securities (if any) as are approved as such in writing by each of
\nDiscovery and Oyster which, in each case, have no more than twelve (12) months
\nto final maturity.<\/p>\n “Class A Convertible Note<\/u>” means a promissory note of FoundryCo,
\nconvertible into Class A Preferred Shares that was issued pursuant to the
\nOriginal Agreement or the Master Transaction Agreement.<\/p>\n “Class A Preferred Shares<\/u>” means the Class A preferred shares of
\nFoundryCo, with the rights, preferences and privileges set forth in the
\nMemorandum and Articles of Association.<\/p>\n<\/p>\n A-1<\/p>\n<\/p>\n
\n“Class B Convertible Note<\/u>” means a promissory note of FoundryCo,
\nconvertible into Class B Preferred Shares, that was issued pursuant to the
\nOriginal Agreement or the Master Transaction Agreement.<\/p>\n “Class B Ordinary Shares<\/u>” means the Class B ordinary shares of
\nFoundryCo, with rights, preferences and privileges set forth in the Memorandum
\nand Articles of Association.<\/p>\n “Class B Preferred Shares<\/u>” means the Class B preferred shares of
\nFoundryCo, with the rights, preferences and privileges set forth in the
\nMemorandum and Articles of Association.<\/p>\n “Closing<\/u>” has the meaning set forth in the Master Transaction
\nAgreement.<\/p>\n “Closing Date<\/u>” means the date of the Closing, as further described in
\nSection 2.03<\/u> of the Master Transaction Agreement.<\/p>\n “Consent<\/u>” has the meaning set forth in the Master Transaction
\nAgreement.<\/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 Class A Convertible Notes and the
\nClass B Convertible Notes.<\/p>\n “Cumulative Gross Margin<\/u>” has the meaning set forth in Appendix
\nH<\/u> attached hereto.<\/p>\n “Cumulative Revenue<\/u>” has the meaning set forth in Appendix H<\/u>
\nattached hereto.<\/p>\n “Debt Funding Level<\/u>” is the estimated level of gross third-party debt
\nfunding for any Fiscal Year, based on the Original Funding Level scenario, as
\nset forth in the Five-Year Capital Plan.<\/p>\n “Discovery Material Adverse Effect<\/u>” has the meaning set forth in the
\nMaster Transaction Agreement.<\/p>\n “Dresden Subsidies<\/u>” means subsidies in the amount and form approved as
\nof the Closing Date, and as set forth in the Five-Year Capital Plan, in the form
\nof a loan guarantee and cash subsidies provided, or to be provided, by the
\nFederal Republic of Germany and\/or the State of Saxony relating to Fab 30, Fab
\n36 and Fab 38 and not any other fabs in Dresden.<\/p>\n “Encumbrance<\/u>” has the meaning set forth in the Master Transaction
\nAgreement.<\/p>\n<\/p>\n A-2<\/p>\n<\/p>\n
\n“Exchange Act<\/u>” means the United States Securities Exchange Act of
\n1934, as amended.<\/p>\n “Fair Market Value<\/u>” has the meaning set forth in the Shareholders’
\nAgreement.<\/p>\n “Fiscal Year<\/u>” means the fiscal year of FoundryCo.<\/p>\n “Five-Year Capital Plan<\/u>” means the initial five-year capital plan of
\nFoundryCo attached hereto as Appendix C<\/u> that includes (i) initial
\nfive-year projections of FoundryCo’s estimated capital expenditures and
\nrevenues, (ii) the amounts of the Dresden Subsidies and New York Subsidies
\navailable over such five-year period, (iii) the Original Funding Level and
\nMinimum Funding Level over such five-year period, and (iv) the projected Debt
\nFunding Level and Minimum Debt Funding Level over such five-year period, as
\namended, modified or revised by the Board in accordance with the Shareholders’
\nAgreement.<\/p>\n “Force Majeure Event<\/u>” means any event or circumstance beyond the
\nreasonable control of any Party (other than general industry, business or
\neconomic conditions or competitive factors adversely affecting Discovery or
\nFoundryCo) that could not have been avoided by due diligence and use of
\nreasonable efforts by the affected Party, including war (declared or not),
\nhostilities, blockade, revolution, insurrection, riot, fire, flood, earthquake,
\nstorm or similar acts of God, change of Law and acts of Governmental
\nAuthorities.<\/p>\n “FoundryCo Group<\/u>” has the meaning set forth in the Master Transaction
\nAgreement.<\/p>\n “FoundryCo Material Adverse Effect<\/u>” has the meaning set forth in the
\nMaster Transaction Agreement.<\/p>\n “GAAP<\/u>” has the meaning set forth in the Shareholders’ Agreement.<\/p>\n “Governmental Authority<\/u>” has the meaning set forth in the Master
\nTransaction Agreement.<\/p>\n “Intel Patent Cross License Agreement<\/u>” has the meaning set forth in
\nthe Master Transaction Agreement.<\/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 “Management Team<\/u>” shall mean the chief executive officer and chief
\nfinancial officer and such other officers of FoundryCo as may be designated as
\nsuch by the Board.<\/p>\n “Master Transaction Agreement<\/u>” means the Master Transaction Agreement
\nby and among Discovery, Oyster and the other parties thereto, dated as of
\nOctober 6, 2008, as amended.<\/p>\n<\/p>\n A-3<\/p>\n<\/p>\n
\n“Material FoundryCo Contract<\/u>” means those contracts set forth in
\nSection 4.13(a)<\/u> of the Disclosure Schedule of the Master Transaction
\nAgreement, as updated by FoundryCo on each Funding Date.<\/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.<\/p>\n “Minimum Debt Funding Level<\/u>” is the estimated level of gross
\nthird-party debt funding for any Fiscal Year, based on the Minimum Funding Level
\nscenario, as set forth in the Five-Year Capital Plan.<\/p>\n “Minimum Funding Level<\/u>” is the level of equity funding as set forth in
\nthe Five-Year Capital Plan for any Fiscal Year during Phase II, which is
\nintended to be sufficient to both (i) continue to meet Discovery’s volume
\nrequirements as set forth in the Wafer Supply Agreement, and (ii) continue to
\nbuild out both Fab 38 in Dresden and Fab 4x in New York to the capacities
\nrequired to ensure continued availability of one hundred percent (100%) of the
\nDresden Subsidies and one hundred percent (100%) of the New York Subsidies,
\nprovided, however, <\/em>that the cumulative amount of such equity funding
\nshall not exceed $3.582 billion.<\/p>\n“New York Subsidies<\/u>” means subsidies in the amount and form approved
\nas of the Closing Date and, as set forth in the Five-Year Capital Plan, in the
\nform of grants, incentives and other benefits provided, or to be provided, by
\nthe Empire State Development Corporation, the State of New York and the County
\nof Saratoga relating only to building Fab 4x and not any other fabs in New York.\n<\/p>\n “Number of Outstanding Preferred Shares<\/u>” means, as of any
\ndetermination date, the aggregate number of outstanding Class A Preferred Shares
\nand Class B Preferred Shares, assuming conversion of all outstanding Class A
\nConvertible Notes into Class A Preferred Shares and the conversion of all
\noutstanding Class B Convertible Notes into Class B Preferred Shares, each in
\naccordance with the terms set forth therein.<\/p>\n “Original Funding Level<\/u>” is the level of original equity funding
\n(excluding any Debt Funding Level) as set forth in the Five-Year Capital Plan
\nfor any Fiscal Year through Phase II without giving effect to any Minimum
\nFunding Level or Transition Funding Level, provided, however, <\/em>that the
\ncumulative amount of such equity funding shall not exceed $5.847 billion.<\/p>\n“Oyster\/FoundryCo Cash Consideration<\/u>” has the meaning set forth in the
\nMaster Transaction Agreement.<\/p>\n “Permitted Transferee<\/u>” has the meaning set forth in the Shareholders’
\nAgreement.<\/p>\n “Person<\/u>” means any 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<\/p>\n A-4<\/p>\n<\/p>\n
\n“Phase I<\/u>” means the period commencing on the date hereof and ending on
\nthe last day of the Fiscal Year ending in 2010.<\/p>\n “Phase II<\/u>” means the period commencing on the first day of the Fiscal
\nYear ending in 2011 and ending on the last day of the Fiscal Year ending in
\n2013.<\/p>\n “Phase III<\/u>” means the period commencing the first day of the Fiscal
\nYear ending in 2014 and ending on the date this Agreement is terminated pursuant
\nto the provisions hereof.<\/p>\n “Phase III Alternate Funding Level<\/u>” is the level of equity funding for
\nany Fiscal Year during Phase III, which shall be sufficient to meet Discovery’s
\nMPU volume requirements for such Fiscal Year as set forth in the Wafer Supply
\nAgreement, and shall include additional funding up to, at Oyster’s election:
\n(i) the level of funding as set forth in the most recently approved Annual
\nBusiness Plan, or (ii) a level of funding sufficient to continue to build out
\nthe next fabs after Fab 4x, as determined by Oyster in its sole discretion.<\/p>\n “Pro Rata Portion<\/u>” means, as of any determination date, the aggregate
\nnumber of Securities owned as of such date by a Shareholder and its Permitted
\nTransferees divided by the aggregate number of Securities owned as of such date
\nby both Shareholders and their Permitted Transferees, calculated on an
\nas-converted into Class B Ordinary Shares basis, but excluding (i) any Class B
\nOrdinary Shares or Securities, or securities convertible or exchangeable into or
\nexercisable for any Class B Ordinary Shares or Securities, held by any Person
\nother than a Shareholder and its Permitted Transferees; (ii) the Additional
\nShares with respect to the Class B Preferred Shares and (iii) any accrued and
\nunpaid interest on the Convertible Notes.<\/p>\n “Remaining Discovery Subsidiaries<\/u>” has the meaning set forth in the
\nMaster Transaction Agreement.<\/p>\n “Securities<\/u>” means the Class A Preferred Shares issued by FoundryCo
\npursuant to the terms of this Agreement and any securities into which such
\nSecurities may be converted, exchanged or exercised.<\/p>\n “Securities Act<\/u>” means the United States Securities Act of 1933, as
\namended.<\/p>\n “Shareholders’ Agreement<\/u>” means the Shareholders’ Agreement among
\nOyster, Discovery and FoundryCo, dated as of the date hereof, as may be amended
\nfrom time to time.<\/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, provided, however<\/em>, that solely for purposes of this Agreement
\nneither FoundryCo nor any member of the FoundryCo Group shall be deemed to be a
\nSubsidiary of Discovery following the Closing. The foregoing proviso shall be
\napplicable only to this Agreement and shall not be applicable to, and shall have
\nno relevance with respect to, any other agreement, arrangement, understanding,
\ncontract, license or mortgage to which any of Oyster, Discovery or FoundryCo, or
\nany of their respective Affiliates, is or may become a party or the
\ninterpretation thereof, unless such proviso is included therein.<\/p>\n<\/p>\nA-5<\/p>\n<\/p>\n
\n“Transaction Documents<\/u>” has the meaning set forth in the Master
\nTransaction Agreement.<\/p>\n “Transition Funding Level<\/u>” is the level of equity funding during the
\nTransition Period, which shall be sufficient to meet Discovery’s MPU volume
\nrequirements for such period, such requirements to be based on binding MPU
\nforecasts for such period delivered and agreed to in accordance with the Wafer
\nSupply Agreement.<\/p>\n “Transition Period<\/u>” means a period beginning on the date of notice of
\nOyster’s election to have FoundryCo enter into the Transition Period pursuant to
\nSection 8.02(a)(ii)<\/u> or Section 8.03(a)(ii)<\/u>, as applicable, and
\nending on the later of (i) twelve (12) months after such date and (ii) the last
\nday of the Fiscal Year ending in 2013.<\/p>\n “Wafer Supply Agreement<\/u>” has the meaning set forth in the Master
\nTransaction Agreement.<\/p>\n<\/p>\n A-6<\/p>\n<\/p>\n
\nTable of Additional Definitions<\/u>. The following terms have the meanings
\nset forth in the Sections set forth below:<\/p>\n<\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Definition<\/p>\n<\/td>\n | <\/td>\n | \n Location<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n “Agreement<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n Preamble<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Business Plan Deadlock<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 2.01(e)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Debt Financing<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 2.01(b)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Discovery<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n Preamble<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Dispute<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 9.10(b)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Dispute Notice<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 9.10(b)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Estimated NTA<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 3.02(c)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “First Annual Business Plan<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 2.01(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “First Funding Notice<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 3.01(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “FoundryCo<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n Preamble<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Funding Date<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 3.01(a)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Interim Relief Proceeding<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 9.10(c)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “LCIA Rules<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 9.10(c)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Original Agreement<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n Recitals<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Oyster<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n Preamble<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Party<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n Preamble<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Rollover Amount<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 3.01(c)(iv)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Rules<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 9.10(c)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Second Funding Notice<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n 3.01(e)<\/p>\n<\/td>\n<\/tr>\n | \n| \n “Shareholder<\/u>“<\/p>\n<\/td>\n | <\/td>\n | \n Preamble<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n A-7<\/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":[9560],"class_list":["post-40884","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-advanced-micro-devices-inc","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40884","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=40884"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40884"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40884"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40884"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | | | | | | | |