exv10w1



 





Exhibit 10.1




STOCK PURCHASE AGREEMENT




     THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and shall be effective as of July 2,
2007, by and between Transmeta Corporation, a Delaware corporation (the “Company”), and Advanced
Micro Devices, Inc., a Delaware corporation (“AMD”).



     WHEREAS, the Company desires to issue and sell to AMD, and AMD desires to purchase from the
Company, certain authorized, but previously unissued shares of the Company’s Series B Preferred
Stock, par value $0.00001 per share (the “Preferred Stock”), on the terms and subject to the
conditions set forth in this Agreement.



     NOW, THEREFORE, in consideration of the foregoing recital and the covenants and agreements set
forth herein, together with other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:



ARTICLE I




PURCHASE AND SALE OF PREFERRED STOCK




     1.1 Preferred Stock. On the terms and subject to the conditions set forth in this
Agreement, at the Closing (as defined below), the Company agrees to sell to AMD, and AMD agrees to
purchase from the Company, a total of 1,000,000 shares of Preferred Stock (the “Preferred Shares”).



     1.2 Purchase Price. The purchase price for each of the Preferred Shares shall be
equal to $7.50 per share (the “Series B Purchase Price”), for an aggregate purchase price of
$7,500,000 (the “Purchase Price”).



     1.3 Closing. The closing of the transactions contemplated by this Agreement (the
“Closing”) shall take place at the offices of the Company in Santa Clara, California, on the
11th trading day following the date of this Agreement, or on such other earlier date as
may be mutually agreed upon by the parties. At the Closing, the Company shall deliver to AMD one
or more certificates evidencing the Preferred Shares, and AMD shall deliver the Purchase Price to
the Company, in cash, by wire transfer to an account designated by the Company, or by the delivery
of other immediately available funds.



ARTICLE II




REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY




     The Company hereby represents and warrants to, and covenants with, AMD as of the date of this
Agreement and as of the Closing that, except as set forth in the Schedule of Exceptions (the
“Schedule of Exceptions”) delivered separately to AMD specifically identifying the relevant
subsection hereof (which Schedule of Exceptions shall be



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deemed to be representations and warranties to AMD by the Company under this Article II), the
statements in the following paragraphs of this Article II are all true and complete:




     2.1 Organization. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and is qualified to do business as a
foreign corporation and is in good standing in each jurisdiction in which the failure to be so
qualified would have a material adverse effect on the business, properties, or financial condition
of the Company (a “Material Adverse Effect”).



     2.2 Authorization. All corporate action on the part of the Company, its officers,
directors and stockholders necessary for the authorization, execution and delivery of this
Agreement, the Registration Rights Agreement in the form attached hereto as Exhibit A (the
“Registration Rights Agreement”) and the Voting Agreement in the form attached hereto as Exhibit B
(the “Voting Agreement,” and together with the Registration Rights Agreement, the “Related
Agreements”), the performance of all obligations of the Company hereunder and thereunder, and the
authorization, issuance, sale and delivery of the Preferred Shares being sold hereunder (and the
Common Stock issuable upon conversion of the Preferred Shares) has been taken, and this Agreement
and the Related Agreements, when executed and delivered, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their respective terms, subject to: (i)
laws limiting the availability of specific performance, injunctive relief, and other equitable
remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect generally relating to or affecting creditors’ rights generally. The sale of
the Preferred Shares (or the issuance of the Common Stock upon the conversion thereof) is not
subject to any preemptive rights or rights of first refusal or other similar rights that have not
been properly waived or complied with. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration, or filing with, any federal, state or local
governmental authority or any other person or entity on the part of the Company is required in
connection with the offer, sale or issuance of the Preferred Shares (or the issuance of the Common
Stock upon the conversion thereof). Assuming that the representations of AMD set forth below are
true and correct, the offer, sale and issuance of the Preferred Shares in conformity with the terms
of this Agreement (and the issuance of the Common Stock upon the conversion thereof) are exempt
from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the
“Securities Act”), and from the qualification requirements of Section 25110 of the California
Securities Law, and neither the Company nor any authorized agent acting on its behalf will take any
action hereafter that would cause the loss of such exemptions.



     2.3 Valid Issuance. The Preferred Shares, when issued, sold and delivered in
accordance with the terms hereof and for the consideration expressed herein, will be duly and
validly issued, fully paid and nonassessable, and will be free of restriction on transfer other
than restrictions on transfer under applicable state and federal securities laws. The Common Stock
issuable upon conversion of the Preferred Shares purchased under this Agreement has been duly
authorized and when issued upon conversion of the Preferred Shares will be validly issued, fully
paid and nonassessable, and will be free of restriction



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on transfer other than restrictions on transfer under applicable state and federal securities laws.




     2.4 No Violation. As of the date of this Agreement, the Company is not in violation
or default of any term of its Certificate of Incorporation or Bylaws or of any provision of (i) any
mortgage, indenture, contract, agreement or instrument to which it is a party or by which it is
bound and (A) that was filed as an exhibit to, or was required to be filed as an exhibit to, the
10-K or any Current Report on Form 8-K filed by the Company on or after March 30, 2007 (each, an
“8-K”), (B) that provides for payment obligations in the ordinary course by any party thereto or
bound thereby in excess of $500,000 in the aggregate in 2007 or in any calendar year thereafter or
(C) that was filed as an exhibit to any filing with the SEC made by the Company prior to the filing
of the 10-K that is still in effect and provides for payment obligations in the ordinary course by
any party thereto or bound thereby in excess of $500,000 in the aggregate in 2007 or in any
calendar year thereafter (any such mortgage, indenture, contract, agreement or instrument, a
“Material Agreement”) or (ii) any judgment, decree, order or writ. Neither the execution and
delivery of this Agreement or any of the Related Agreements by the Company nor its performance and
consummation of the transactions contemplated hereby or thereby will violate (a) any provision of
the Certificate of Incorporation or the Bylaws of the Company, (b) any statute or law or any
judgment, decree, order, regulation or rule of any court or governmental agency that is applicable
to the Company, or (c) any Material Agreement.



     2.5 Capitalization. As of May 31, 2007, the authorized capital stock of the Company
consists solely of (i) 1,000,000,000 shares of common stock, $0.00001 par value per share (the
“Common Stock”), of which 199,933,774 shares are issued and outstanding, and (ii) 5,000,000 shares
of preferred stock, $0.00001 par value per share, 2,000,000 of which are designated Series A
Preferred Stock, $0.00001 par value per share, none of which are issued and outstanding. The
Company has also reserved (a) an aggregate of 102,697,421 shares of Common Stock for issuance to
employees and consultants pursuant to the Company’s Equity Incentive Plan(s), under which (i)
32,412,947 shares have been issued and are reflected in the currently outstanding Common Stock,
(ii) options to purchase 24,036,642 shares are presently outstanding and (iii) 43,153,998 shares
remain available for future grant and (b) an aggregate of 17,436,283 shares of Common Stock for
purchase by employees pursuant to the Company’s 2000 Employee Stock Purchase Plan, under which (i)
17,008,686 shares have been issued and are reflected in the currently outstanding Common Stock and
(ii) 427,597 shares remain available for future purchase. All issued and outstanding shares have
been duly authorized and validly issued and are fully paid and nonassessable. There are also
outstanding rights to acquire shares of Series A Junior Participating Preferred Stock, par value
$0.00001 per share, and Common Stock issued pursuant to that certain Rights Agreement between the
Company and Mellon Investor Services LLC, as Rights Agent, dated as of January 15, 2002 and
warrants to purchase 365,032 shares of Common Stock. Other than as provided herein, there are no
other outstanding rights, options, warrants, preemptive rights, rights of first refusal or similar
rights for the purchase or acquisition from the Company of any securities of the Company, nor are
there any commitments to



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issue or execute any such rights, options, warrants, preemptive rights or rights of first refusal.
There are no outstanding rights or obligations of the Company to repurchase or redeem any of its
securities. All outstanding securities have been issued in compliance with state and federal
securities laws.




     2.6 Litigation. Except as set forth in the Form 10-K under the heading “Legal
Proceedings,” as of the date of this Agreement, there are no actions, suits, proceedings, orders,
investigations or claims pending or, to the Company’s knowledge, threatened against the Company.
Except as set forth in the Form 10-K under the heading “Legal Proceedings,” there is no action,
suit or proceeding by the Company currently pending or that the Company intends to initiate.



     2.7 Delivery of SEC Filings. As of the date of this Agreement, the Company has made
available to AMD through the EDGAR system, true and complete copies of the Company’s most recent
Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (the “Form 10-Q”), Annual Report
on Form 10-K for the fiscal year ended December 31, 2006 (the “Form 10-K”), and all other reports
filed by the Company pursuant to the Securities Exchange Act of 1934, as amended the (“Exchange
Act”) since the filing of the Form 10-K and prior to the date hereof (collectively, the “SEC
Filings”). As of the date of this Agreement, the SEC Filings are the only filings required of the
Company pursuant to the Exchange Act for such period.



     2.8 SEC Filings; S-3 Eligibility.



          (a) At the time of filing thereof, the SEC Filings complied as to form in all material
respects with the requirements of the Exchange Act and did not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not misleading.




          (b) Each registration statement and any amendment thereto filed by the Company since January
1, 2004 pursuant to the Securities Act and the rules and regulations thereunder, as of the date
such statement or amendment became effective, complied as to form in all material respects with the
Securities Act and did not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the statements made
therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act,
as of its issue date and as of the closing of any sale of securities pursuant thereto did not
contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading.




          (c) The Company is eligible to use Form S-3 to register the resale of the Registrable
Securities (as such term is defined in the Registration Rights Agreement) by AMD as contemplated by
the Registration Rights Agreement.




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     2.9 Financial Statements. The financial statements included in each SEC Filing
present fairly, in all material respects, the consolidated financial position of the Company as of
the dates shown and its consolidated results of operations and cash flows for the periods shown,
and such financial statements have been prepared in conformity with United States generally
accepted accounting principles applied on a consistent basis (except as may be disclosed therein or
in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q
under the Exchange Act). Except as set forth in the Form 10-Q, the Company has no material
liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of
business subsequent to March 31, 2007.



     2.10 Changes. Since March 31, 2007, there has not been:



          (a) except as set forth in the Form 10-K or the Form 10-Q, any change in the assets,
liabilities, financial condition or operating results of the Company, except changes in the
ordinary course of business that have not, in the aggregate, had, or would reasonably be expected
to have, a Material Adverse Effect;




          (b) any damage, destruction or loss, whether or not covered by insurance, that has had or
would reasonably be expected to have a Material Adverse Effect;




          (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to
it;




          (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any
obligation by the Company, except in the ordinary course of business and that is not material to
the business, properties, prospects or conditions (financial or otherwise) of the Company;




          (e) any change to a material contract or agreement by which the Company or any of its assets
is bound or subject, except for changes or amendments that are expressly provided for or disclosed
in this Agreement;




          (f) any sale, assignment or transfer of any of the Company’s Proprietary Assets (as defined
in Section 2.16) or any revenues derived therefrom (other than the license of the Company’s
Proprietary Assets in the ordinary course of its business);




          (g) except as set forth in the Form 10-K or the Form 10-Q, any resignation or termination of
employment of any key employee or any officer of the Company, and the Company is not aware of any
impending resignation or termination of employment of any such key employee or officer;




          (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the
Company, with respect to any of its material properties or assets, except liens for taxes not yet
due or payable;




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          (i) except as set forth in the Form 10-K or the Form 10-Q, any other event or condition of
any character that could reasonably be expected to have a Material Adverse Effect;




          (j) except as set forth in the Form 10-K or the Form 10-Q, any material commitment,
transaction or other action by the Company other than in the ordinary course of business and
consistent with past practice;




          (k) any material change in any accounting principle or method or election for federal income
tax purposes used by the Company;




          (l) any labor trouble, or any event or condition of any character with respect to the
Company’s employees, that has had a Material Adverse Effect; or




          (m) any arrangement or commitment by the Company to do any of the things described in this
Section 2.10.




     2.11 Compliance with Nasdaq Continued Listing Requirements. The Company is in
compliance with applicable Nasdaq continued listing requirements.



     2.12 Registration Rights. Except as provided in the Registration Rights Agreement,
as of the date of this Agreement, the Company has not granted or agreed to grant, and is not under
any obligation to provide, any rights to register under the Securities Act, any of its presently
outstanding securities or any of its securities that may be issued subsequently.



     2.13 Other Documents. As of the date of this Agreement, AMD heretofore has been
furnished with complete and correct copies of the Certificate of Incorporation and the Bylaws of
the Company.



     2.14 Use of Proceeds. The proceeds from the sale of the Preferred Shares will be
used by the Company for general corporate purposes in connection with its primary business
activity.



     2.15 Solvency. As of the date of this Agreement, the Company is Solvent. For
purposes of this Section 2.15, “Solvent” shall mean (a) the Company, pursuant to or within the
meaning of any bankruptcy law, has not (i) commenced a voluntary case, (ii) consented to the entry
of an order for relief against it in an involuntary case, (iii) consented to the appointment of a
custodian of it or for all or substantially all of its property, (iv) made a general assignment for
the benefit of its creditors or (v) admitted in writing its inability generally to pay its debts as
the same become due and (b) a court of competent jurisdiction has not entered an order or decree
under any bankruptcy law that (i) is for relief against the Company in an involuntary case, (ii)
appoints a custodian for the Company or for all or substantially all of its property or (iii)
orders the liquidation of the Company.



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     2.16 Intellectual Property. As of the date of this Agreement, the Company owns or
possesses sufficient legal rights to all patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information and other proprietary rights and processes
(collectively “Proprietary Assets”) necessary for its business as now conducted, and the
consummation of the transactions contemplated hereby and by the Related Agreements will not alter
or impair in an adverse manner such rights in the Proprietary Assets. With respect to the
Proprietary Assets that the Company owns, the Company has used, and in the future the Company will
use, its best efforts to preserve its legal rights in, and the secrecy of, its Proprietary Assets.
Except as set forth in the Form 10-K under the heading “Legal Proceedings,” the Company has not
received since April 30, 2004 any communications alleging that the Company has violated any other
person’s rights in any Proprietary Assets or has engaged in unfair competition against such person.
As of the date of this Agreement, the Company, to the best of its knowledge (but without having
conducted any patent search), (i) does not now infringe or misappropriate any third party’s
Proprietary Assets and (ii) does not have any liability for any past infringement or
misappropriation. Except as set forth in the Form 10-K under the heading “Legal Proceedings,” no
claim has been made since April 30, 2004 or, to the best of the Company’s knowledge, is threatened
with regard to any third party right in any Proprietary Asset of the Company, including any
allegation of infringement or misappropriation or of any breach or default of any license or
similar agreement. The Company has taken all reasonable actions to protect the confidentiality of
the trade secrets embodied in its Proprietary Assets, except where the failure to take such actions
would not impair the ownership or usage of the Proprietary Assets.



     2.17
Title to Property and Assets. As of the date of this Agreement, the Company
owns its assets, free and clear of all mortgages, liens, loans and encumbrances, except such
encumbrances and liens which arise in the ordinary course of business and do not materially impair
the Company’s ownership or use of such property or assets. With respect to the property and assets
it leases, as of the date of this Agreement, the Company is in compliance with such leases and, to
the best of its knowledge, holds a valid leasehold interest free of any liens, claims or
encumbrances.



     2.18 Environmental and Safety Laws. As of the date of this Agreement, the Company is
not in violation of any applicable statute, law or regulation relating to the environment or
occupational health and safety, and to its knowledge, no material expenditures are or will be
required in order to comply with any such existing statute, law or regulation. As of the date of
this Agreement, no Hazardous Materials (as defined below) are used or have been used, stored, or
disposed of by the Company or, to the Company’s knowledge after reasonable investigation, by any
other person or entity on any property owned, leased or used by the Company. For the purposes of
the preceding sentence, “Hazardous Materials” shall mean (a) materials which are listed or
otherwise defined as “hazardous” or “toxic” under any applicable local, state, federal and/or
foreign laws and regulations that govern the existence and/or remedy of contamination on property,
the protection of the environment from contamination, the control of hazardous wastes, or other
activities involving hazardous substances, including building materials and (b) any petroleum
products or nuclear materials.



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     2.19 Tax Returns and Payments. As of the date of this Agreement, the Company has
filed all tax returns and reports as required by law. These returns and reports are true and
correct in all material respects. As of the date of this Agreement, the Company has paid all taxes
and other assessments due. The provision for taxes of the Company as shown on the financial
statements described in Section 2.9 is adequate for all taxes due or accrued as of the date
thereof. As of the date of this Agreement, the Company has not elected pursuant to the Internal
Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a
collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made
any other elections pursuant to the Code (other than elections that relate solely to methods of
accounting, depreciation or amortization) that would have a Material Adverse Effect. As of the
date of this Agreement, none of the Company’s tax returns have ever been audited by any
governmental authorities. As of the date of this Agreement, the Company has withheld or collected
from each payment made to its employees the amount of all taxes (including without limitation,
federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act
taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax
receiving officers or authorized depositories.



     2.20 Disclosure. As of the date of this Agreement, the Company has fully provided
AMD with all the information that AMD has requested for deciding whether to acquire the Preferred
Shares. As of the date of this Agreement, no representation or warranty of the Company contained
in this Agreement or any of the Related Agreements contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances under which they were made.



ARTICLE III




REPRESENTATIONS AND WARRANTIES OF AMD




     AMD hereby represents and warrants to the Company as of the date of this Agreement and as of
the Closing as follows:



     3.1 Organization. AMD is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.



     3.2 Authorization. AMD has full corporate power and corporate authority to enter into
this Agreement and to consummate the transactions contemplated hereby. This Agreement and the
Related Agreements have been duly and validly authorized, executed and delivered by AMD, and
constitute valid and binding obligations of AMD, enforceable in accordance with their respective
terms, except as such enforceability may be limited by bankruptcy, insolvency or other similar laws
affecting creditors’ rights and by general equitable principles.



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     3.3 Investment Intent; No Other Representations. AMD is acquiring the Preferred
Shares (and the shares of Common Stock issuable upon conversion thereof) pursuant to this
Agreement, for its own account and not with a present view to, or for resale in connection with,
any distribution. AMD understands that the Preferred Shares (and the shares of Common Stock Common
issuable upon conversion thereof) have not been registered under the Securities Act, by reason of a
specific exemption from the registration requirements of the Securities Act which depends upon,
among other things, the bona fide nature of the investment intent as expressed herein. AMD hereby
acknowledges that, except for the representations and warranties contained in this Agreement, the
Company is not making any other express or implied representation or warranty on its behalf in
connection with the transactions contemplated hereby.



     3.4 Holding Period. AMD acknowledges that the shares of Common Stock issuable upon
conversion of the Preferred Shares must be held indefinitely unless subsequently registered under
the Securities Act, or unless an exemption from the registration requirements thereof is available.
AMD is aware of the provisions of Rule 144 promulgated under the Securities Act, and the
limitations on resales of securities imposed thereby.



     3.5 Accredited Investor. AMD is an “accredited investor” within the meaning of
Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect, under the
Securities Act.



     3.6 Independent Legal Counsel. AMD has had the opportunity to be advised by legal
counsel of its own choice in connection with the purchase of the Preferred Shares and has been
advised by such counsel.



     3.7 Restrictive Legend. AMD acknowledges that the certificate representing the
Preferred Shares shall be endorsed with the following legend:



THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A
REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO SUCH
SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT, IF
REASONABLY REQUIRED BY THE COMPANY, ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN
OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE
PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY
APPLICABLE “BLUE SKY” OR SIMILAR SECURITIES LAWS.



     The Company need not register a transfer of any of the Preferred Shares (or the shares of
Common Stock issuable upon conversion thereof), unless the conditions



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specified in the foregoing legend are satisfied. The Company may also instruct its transfer agent
not to register the transfer of any of the Preferred Shares (or the shares of Common Stock issuable
upon conversion thereof) unless such conditions are satisfied.




ARTICLE IV




CLOSING CONDITIONS




     4.1 Conditions to AMD’s Obligations to Close. The obligations of AMD under Article I
of this Agreement are subject to the fulfillment or waiver by AMD, on or before the Closing, of
each of the following conditions:



          (a) Representations and Warranties. The representations and warranties of the Company
contained in Section 2 shall be true and complete in all material respects on the date of the
Closing with the same effect as though such representations and warranties had been made on and as
of the Closing.




          (b) Performance. The Company shall have performed and complied in all material
respects with all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing and shall have obtained
all approvals, consents and qualifications necessary to complete the purchase and sale described
herein.




          (c) Securities Exemption. The offer and sale of the Preferred Shares to AMD pursuant
to this Agreement shall be exempt from the registration requirements of the Securities Act and the
registration and/or qualification requirements of all other applicable state securities laws.




          (d) Qualifications. All authorizations, approvals, or permits, if any, of any
governmental authority or regulatory body of the United States or of any state that are required in
connection with the lawful issuance and sale of the Preferred Shares pursuant to this Agreement
shall be duly obtained and effective as of the Closing.




          (e) Certificate of Designations. The Certificate of Designations authorizing the
Series B Preferred Stock shall have been filed with and accepted by the State of Delaware.




          (f) Registration Rights Agreement. The Registration Rights Agreement shall be
effective.




          (g) Voting Agreement. The Voting Agreement shall be effective.




          (h) Payment Obligations. The Company shall be current in all of its payment
obligations to AMD under the Agreement, dated November 30, 2000, the LDT I/O Link Specification
License Agreement, dated December 5, 2000, as amended April 27, 2001, the AMD NASM64 Software
Agreement, dated March 20, 2001 and the Agreement to Buy and Sell Products, dated June 5, 2006
(collectively, the “Existing Agreements”).




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          (i) No Default Under Existing Agreements. The Company shall be current in its
performance of all material obligations under the Existing Agreements.




          (j) Compliance Certificate. The President of the Company shall deliver to AMD a
certificate certifying that the conditions specified in Sections 4.1(a) and 4.1(b) have been
fulfilled.




          (k) Opinion of Company Counsel. AMD shall have received from Fenwick & West LLP,
counsel to the Company, an opinion dated as of the Closing, in form and substance reasonably
acceptable to AMD.




          (l) No Injunction. No court order or law, rule or regulation shall have enjoined or
prohibited the transactions contemplated by this Agreement.




     4.2 Conditions to the Company’s Obligations to Close. The obligations of the Company
under Article I of this Agreement are subject to the fulfillment or waiver by the Company, on or
before the Closing, of each of the following conditions:



          (a) Representations and Warranties. The representations and warranties of the AMD
contained in Section 3 shall be true and complete in all material respects on the date of the
Closing with the same effect as though such representations and warranties had been made on and as
of the Closing.




          (b) Payment of Purchase Price. AMD shall have delivered to the Company the Purchase
Price.




          (c) Registration Rights Agreement. The Registration Rights Agreement shall be
effective.




          (d) Voting Agreement. The Voting Agreement shall be effective.




          (f) Payment Obligations. AMD shall be current in all of its payment obligations to
the Company under the Existing Agreements.




          (g) No Default Under Existing Agreements. AMD shall be current in its performance of
all material obligations under the Existing Agreements.




          (h) No Injunction. No court order or law, rule or regulation shall have enjoined or
prohibited the transactions contemplated by this Agreement.




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ARTICLE V




MISCELLANEOUS




     5.1 Notice. Any notice or other communication required or permitted hereunder must be
in writing, and shall be delivered personally, by facsimile or by certified, registered, or
express mail, postage prepaid and return receipt requested. Such notice shall be deemed given
when so delivered personally or when sent by confirmed facsimile transmission on a business day to
the party in question or, if mailed, three (3) business days after the date of deposit in the
United States mails, as follows:



          (i) if to the Company:



Transmeta Corporation

3990 Freedom Circle

Santa Clara, CA 95054

Attn: President

Fax: (408) 919-6540



with a copy to:



Transmeta Corporation

3990 Freedom Circle

Santa Clara, CA 95054

Attn: General Counsel

Fax: (408) 919-5286




and



Mark A. Leahy, Esq.

Fenwick & West LLP

801 California Street

Mountain View, CA 94041

Fax: (650) 938-5200




          (ii) if to AMD, to:



Advanced Micro Devices, Inc.

5204 East Ben White Blvd

Austin, TX 78741

Attn: Harry Wolin, Senior Vice President and General Counsel

Fax: (512) 602-4932




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with a copy to:



Faina Medzonsky

Advanced Micro Devices, Inc.

One AMD Place, m/s 68

P.O. Box 3453

Sunnyvale, CA 94088-3453

Fax: (408) 774-7002




     5.2 Governing Law. This Agreement shall be governed by the laws of the State of
Delaware without giving effect to the choice of laws provisions thereof.



     5.3 Counterparts. This Agreement may be executed in counterparts, each of which shall
be an original, but all of which together shall constitute one instrument.



     5.4 Entire Agreement. This Agreement and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement between the parties with regard
to the subjects hereof and thereof. This Agreement may be amended only by a writing signed by both
of the parties hereto.



     5.5 Severability. If any provision of this Agreement becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision,
or such provision in its entirety, to the extent necessary, shall be severed from this Agreement
and the balance of this Agreement shall be enforceable in accordance with its terms.



     5.6 Costs and Expenses. Each party shall bear its own expenses and legal fees
incurred on its behalf with respect to this Agreement and the transactions contemplated hereby.



     5.7 Confidentiality. Each party hereto agrees that, except with the prior written
permission of the other party or as may be required in order to comply with applicable laws
(including securities laws and regulations, and the rules promulgated thereunder), it shall at all
times keep confidential and not divulge, furnish or make accessible to anyone any confidential
information, knowledge or data concerning or relating to the business or financial affairs of the
other party to which such party has been or shall become privy by reason of this Agreement,
discussions or negotiations relating to this Agreement, the performance of its obligations
hereunder or the ownership of Preferred Shares purchased hereunder. The provisions of this Section
5.7 shall be in addition to, and not in substitution for, the provisions of any separate
nondisclosure agreement executed by the parties hereto with respect to the transactions
contemplated hereby.



     5.8 California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE
OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO



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THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY
SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO
THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS
SO EXEMPT.




[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first written above.



	 	 	 	 	 	 	 
	 	 	Transmeta Corporation,	 	 
	 	 	a Delaware Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lester M. Crudele	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Lester M. Crudele	 	 
	 

	 	Its:
	 	President and Chief Executive Officer	 	 
	 

	 	Date:
	 	July 2, 2007	 	 
	 
	 	 	 	 	 	 
	 	 	Advanced Micro Devices, Inc.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Derrick R. Meyer	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Derrick R. Meyer	 	 
	 

	 	Its:
	 	President and Chief Operating Officer	 	 
	 

	 	Date:
	 	July 2, 2007	 	 







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