AMD 2004 Annual Report Download - page 231

(g) Underwriters for the Public Offering shall be selected mutually by each Selling Member and the Company. Subject to Section 9.3.10(h),
all expenses incurred by the Company in connection with registrations, filings and qualifications made for purposes of this Section 9.3.10, including, without
limitation, all registration, filing and qualification fees (including “blue sky” fees), printer and accounting fees, and fees and disbursements of counsel for the
Company, shall be borne by all Selling Members (and the Company, if the Company elects to include any shares in the Public Offering), on a pro rata basis based
on the number of shares included in the Public Offering.
(h) If the managing underwriter advises the Company that consummation of the Public Offering requires that the Company convert from a
limited liability company to a corporation, the Company will promptly take all actions, and the Members will approve all actions and cause the Board of
Managers to approve all actions, reasonably necessary or useful for such conversion effective immediately prior to the closing of the Public Offering. AMD
Member shall bear all necessary attorneys’, accountants’ and filing fees and expenses and any sales and/or transfer taxes incurred by the Company in connection
with the conversion of the Company from a limited liability company to a corporation as part of the Public Offering.
(i) Each Member shall furnish the Company and the managing underwriter with such information regarding itself, the shares held by it and
such other information as reasonably requested by the Company or the managing underwriter in order to satisfy the requirements applicable to the registration of
the Selling Members’ shares.
(j) Any Transfer Shares sold pursuant to a Public Offering shall only be sold at a per share price equal to or in excess of the Valuation
Amount. If such a minimum price cannot be obtained, then a Public Offering cannot be consummated, and the sale process shall conclude.
(k) In the event of a Public Offering, the Company and each Selling Member will enter an indemnification agreement, pursuant to which the
Company and each Selling Member, to the fullest extent permitted by law, will agree to indemnify and hold harmless each other and certain other persons from
and against certain claims, damages and expenses arising under applicable securities laws in connection with the Public Offering. Such indemnification
agreement may, but need not, be included in the underwriting agreement referenced in clause (f)(5) of this Section 9.3.10 above and shall in any event contain
usual and customary terms and conditions for such agreements.
9.4 Limitation on Number of Valuation Requests
Following submission of a Valuation Request, the requesting Member shall not have the right to submit another Valuation Request until one (1) year
after the conclusion of the sale process relating to the submitted Valuation Request. However, in the event the Transferring Member submits a Valuation
Request, but after receipt of the Valuations determines not to transfer any of its Membership Interest, such Transferring Member shall not have the right to
submit another Valuation Request until two (2) years from the date of receipt of the last completed Valuation relating to the submitted Valuation Request.
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Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005