BancAmerica Xxxxxxxxx Xxxxxxxx. Xxxxxxxxx & Xxxxx, LLC........................
BancAmerica Xxxxxxxxx Xxxxxxxx. Bear, Xxxxxxx & Co. Inc. ..............................
BancAmerica Xxxxxxxxx Xxxxxxxx. TOTAL: --------- EXHIBIT A --------- PATENT APPLICATIONS EXHIBIT B --------- ALLOWED PATENT APPLICATIONS EXHIBIT C --------- LITIGATION EXHIBIT D --------- FORM OF LOCK-UP AGREEMENT October 17, 1997 Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx, Sachs & Co. BancAmerica Xxxxxxxxx Xxxxxxxx c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") with SanDisk Corporation, a Delaware corporation (the "Company"), providing for the public offering (the "Public Offering") by the several Underwriters, including Xxxxxx Xxxxxxx (the "Underwriters"), of 3,000,000 shares (the "Shares") of the Common Stock, $.001 par value, of the Company ("Common Stock"). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, he, she or it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the "Prospectus") relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. However, the executive officers and directors of the Company may, without such consent, sell an aggregate of up to 100,000 shares, which shall include no more than 40,000 shares by any one person. The foregoing sentence shall not apply to (1) the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement, (2) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering. In addition, the undersigned agrees that, without the prior writ...
BancAmerica Xxxxxxxxx Xxxxxxxx. By: Xxxxx Xxxxxxxx ------------------------------ Title: Managing Director ------------------------------ FIRST CHICAGO CAPITAL MARKETS, INC. By: Xxxxxx X. Xxxxxx ------------------------------ Title: Vice President ------------------------------ XXXXXXX, XXXXX & CO. By: Xxxxxxx, Xxxxx & Co. ------------------------------ Title: ------------------------------ XXXXXX BROTHERS INC. By: Xxxx XxXxxx ------------------------------ Title: Managing Director ------------------------------ X.X. XXXXXX SECURITIES INC. By: X. Xxxxxx Xxxxxx ------------------------------ Title: ------------------------------ WARBURG DILLON READ LLC By: Xxxxx Xxxxx ------------------------------ Title: Managing Director ------------------------------ Capital Markets SCHEDULE I XXXXXX FINANCIAL, INC. Medium-Term Notes, Series I, Commission Schedule Commission Term Rate ---- ---- SCHEDULE II XXXXXX FINANCIAL, INC. Medium-Term Notes, Series I The agreements covered by the representation and warranty of the Company set out in Section 3(b)(vii) are as follows:
BancAmerica Xxxxxxxxx Xxxxxxxx. By: --------------------------------- Name: Title:
BancAmerica Xxxxxxxxx Xxxxxxxx. Xxxxxx Xxxxxxxxxx Xxxxx Inc..................................... [Other Underwriters]............................................ EXHIBIT A The Company shall have furnished to the Underwriters, at the Closing Date, an opinion of the Ledgewood Law Firm P.C., counsel for the Company, addressed to the Representative and dated each Closing Date, in form and substance satisfactory to Silver, Xxxxxxxx & Taff, LLP, counsel for the Underwriters, stating that:
BancAmerica Xxxxxxxxx Xxxxxxxx. Total $150,000,000
BancAmerica Xxxxxxxxx Xxxxxxxx. Total =========
BancAmerica Xxxxxxxxx Xxxxxxxx. NationsBanc Xxxxxxxxxx Securities LLC.. Xxxxx Xxxxxxx Inc...................... Total............................. SCHEDULE II
BancAmerica Xxxxxxxxx Xxxxxxxx. TOTAL............................................ ========
