0000950134-07-014984 Sample Contracts

TRANSMETA CORPORATION EQUITY SECURITIES UNDERWRITING AGREEMENT STANDARD PROVISIONS
Underwriting Agreement • July 11th, 2007 • Transmeta Corp • Semiconductors & related devices • New York

From time to time, Transmeta Corporation, a Delaware corporation (“Transmeta”), may enter into one or more underwriting agreements that provide for the sale of certain equity securities (the “Securities”), to the purchaser or purchasers named therein (the “Underwriters”). The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (the “Underwriting Agreement”). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as “this Agreement.” Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed thereto in the Indenture (as hereinafter defined).

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TRANSMETA CORPORATION STANDARD STOCK WARRANT AGREEMENT PROVISIONS
Transmeta Corp • July 11th, 2007 • Semiconductors & related devices • California

From time to time, Transmeta Corporation, a Delaware corporation (the “Company”), may enter into one or more warrant agreements that provide for the issuance and sale of warrants (“Warrants”) to purchase shares of the Company’s [Common Stock, $0.00001 par value][Preferred Stock, $0.00001 par value] (collectively “Shares”). The standard provisions set forth herein may be included or incorporated by reference in any such warrant agreement (a “Warrant Agreement”). The Warrant Agreement, including the provisions incorporated therein by reference, is herein referred to as this “Agreement.” The person named as the “Warrant Agent” in the first paragraph of the Warrant Agreement is herein referred to as the “Warrant Agent.” Unless otherwise defined in this Agreement or in the Warrant Agreement, as the case may be, terms defined in the Warrant Agreement are used herein as therein defined and terms defined herein are used in the Warrant Agreement as herein defined.

TRANSMETA CORPORATION STANDARD DEBT SECURITIES WARRANT AGREEMENT PROVISIONS
Transmeta Corp • July 11th, 2007 • Semiconductors & related devices • California

From time to time, Transmeta Corporation, a Delaware corporation (the “Company”), may enter into one or more warrant agreements that provide for the issuance and sale of warrants (“Warrants”) to purchase debt securities of the Company (“Debt Securities”). The standard provisions set forth herein may be included or incorporated by reference in any such warrant agreement (a “Warrant Agreement”). The Warrant Agreement, including the provisions incorporated therein by reference, is herein referred to as this “Agreement.” The person named as the “Warrant Agent” in the first paragraph of the Warrant Agreement is herein referred to as the “Warrant Agent.” Unless otherwise defined in this Agreement or in the Warrant Agreement, as the case may be, terms defined in the Warrant Agreement are used herein as therein defined and terms defined herein are used in the Warrant Agreement as herein defined.

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