Common use of JV Purchase and Supply Agreements Clause in Contracts

JV Purchase and Supply Agreements. (a) KIW has previously been added as a party to each of the Purchase and Supply Agreements to which KIC is a party and is fully bound by, and subject to, all of the covenants, conditions and agreements thereunder that are required to be performed, observed or satisfied by KIC with respect to the K2 Ph1 Facility, and may exercise all of KIC’s rights thereunder, in each case, as though an original party thereto in the same manner and to the same extent as if KIW were KIC itself. (b) The capitalized term “Products” in the FFL Purchase and Supply Agreements is hereby revised to include JV K2 Ph1 BiCS Products manufactured for FFL in accordance with the Purchase Specification as thereinafter defined. (c) Subject to Section 1.2, purchases by Kioxia or WD from: (i) FPL of JV K2 Ph1 BiCS Products manufactured for FPL shall be made in accordance with the terms of KIC’s (in the case of Kioxia) and SanDisk Cayman’s (in the case of WD, as if WD were SanDisk Cayman) FPL Purchase and Supply Agreement for purchases of Products (as defined therein), provided that with respect to such purchases of JV K2 Ph1 BiCS Products manufactured for FPL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FPL Purchase and Supply Agreement based on Article 4 of the FPL Foundry Agreement shall instead be based on Article 8 hereof; (ii) FAL of JV K2 Ph1 BiCS Products manufactured for FAL shall be made in accordance with the terms of KIC’s (in the case of Kioxia) and SanDisk Ireland’s (in the case of WD, as if WD were SanDisk Ireland) FAL Purchase and Supply Agreement for purchases of Products (as defined therein), provided that with respect to such purchases of JV K2 Ph1 BiCS Products manufactured for FAL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FAL Purchase and Supply Agreement based on Article 4 of the FAL Foundry Agreement shall instead be based on Article 8 hereof; and (iii) FFL of JV K2 Ph1 BiCS Products manufactured for FFL shall be made in accordance with the terms of KIC’s (in the case of Kioxia) and SanDisk Flash’s (in the case of WD, as if WD were SanDisk Flash) FFL Purchase and Supply Agreement for purchases of Products (as defined therein), provided that with respect to such purchases of JV K2 Ph1 BiCS Products manufactured for FFL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FFL Purchase and Supply Agreement based on Article 4 of the FFL Foundry Agreement shall instead be based on Article 8 hereof. [***]

JV Purchase and Supply Agreements. (a) KIW has previously been added as a party to each of the Purchase and Supply Agreements to which KIC is a party and is fully bound by, and subject to, all of the covenants, conditions and agreements thereunder that are required to be performed, observed or satisfied by KIC with respect to the K2 Ph1 Facility, and may exercise all of KIC’s rights thereunder, in each case, as though an original party thereto in the same manner and to the same extent as if KIW were KIC itself. (b) The capitalized term “Products” in the FFL Purchase and Supply Agreements is hereby revised to include JV K2 Ph1 BiCS X0 XxXX Products manufactured for FFL in accordance with the Purchase Specification as thereinafter defined. (cb) Subject to Section 1.2, purchases Purchases by Kioxia TMC or WD from: (i) FPL of JV K2 Ph1 Y6 BiCS Products manufactured for FPL shall be made in accordance with the terms of KICthe TMC’s (in the case of KioxiaTMC) and SanDisk Cayman’s (in the **** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. case of WD, as if WD were SanDisk Cayman) FPL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 Y6 BiCS Products manufactured for FPL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FPL Purchase and Supply Agreement based on Article 4 of the FPL Foundry Agreement shall instead be based on Article 8 hereof; (ii) FAL of JV K2 Ph1 Y6 BiCS Products manufactured for FAL shall be made in accordance with the terms of KICthe TMC’s (in the case of KioxiaTMC) and SanDisk Ireland’s (in the case of WD, as if WD were SanDisk Ireland) FAL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 BiCS X0 XxXX Products manufactured for FAL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FAL Purchase and Supply Agreement based on Article 4 of the FAL Foundry Agreement shall instead be based on Article 8 hereof; and (iii) FFL of JV K2 Ph1 Y6 BiCS Products manufactured for FFL shall be made in accordance with the terms of KICTMC’s (in the case of KioxiaTMC) and SanDisk Flash’s (in the case of WD, as if WD were SanDisk Flash) FFL Purchase and Supply Agreement for purchases of Products (as defined therein)) provided, provided that with respect to such purchases of JV K2 Ph1 Y6 BiCS Products manufactured for FFL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FFL Purchase and Supply Agreement based on Article 4 of the FFL Foundry Agreement shall instead be based on Article 8 hereof. [***].

JV Purchase and Supply Agreements. (a) KIW has previously been added as a party to each of the Purchase and Supply Agreements to which KIC is a party and is fully bound by, and subject to, all of the covenants, conditions and agreements thereunder that are required to be performed, observed or satisfied by KIC with respect to the K2 Ph1 Facility, and may exercise all of KIC’s rights thereunder, in each case, as though an original party thereto in the same manner and to the same extent as if KIW were KIC itself. (bi) The capitalized term “Products” in the FFL Purchase and Supply Agreements is hereby revised to include JV K2 Ph1 Y5 BiCS Products and JV New Y2 BiCS Products manufactured for FFL in accordance with the Purchase Specification as thereinafter defined. (cii) Subject to Section 1.2, purchases Purchases by Kioxia or WD the Parties from: (iA) FPL of JV K2 Ph1 Y3 BiCS Products and JV New Y2 BiCS Products manufactured for FPL shall be made in accordance with the terms of KICthe applicable Party’s (in the case of Kioxia) and SanDisk Cayman’s (in the case of WD, as if WD were SanDisk Cayman) FPL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 New Y2 BiCS Products manufactured for FPL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FPL Purchase and Supply Agreement based on Article 4 of the FPL Foundry Agreement shall instead be based on Article 8 hereof; (iiB) FAL of JV K2 Ph1 Y4 BiCS Products and JV New Y2 BiCS Products manufactured for FAL shall be made in accordance with the terms of KICthe applicable Party’s (in the case of Kioxia) and SanDisk Ireland’s (in the case of WD, as if WD were SanDisk Ireland) FAL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 New Y2 BiCS Products manufactured for FAL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FAL Purchase and Supply Agreement based on Article 4 of the FAL Foundry Agreement shall instead be based on Article 8 hereof; and (iiiC) FFL of JV K2 Ph1 Y5 BiCS Products and JV New Y2 BiCS Products manufactured for FFL shall be made in accordance with the terms of KICthe applicable Party’s (in the case of Kioxia) and SanDisk Flash’s (in the case of WD, as if WD were SanDisk Flash) FFL Purchase and Supply Agreement for purchases of Products (as defined therein)) provided, provided that with respect to such purchases of JV K2 Ph1 New Y2 BiCS Products manufactured for FFL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FFL Purchase and Supply Agreement based on Article 4 of the FFL Foundry Agreement shall instead be based on Article 8 hereof. [***].

JV Purchase and Supply Agreements. (a) KIW has previously been added as a party to each of the Purchase and Supply Agreements to which KIC is a party and is fully bound by, and subject to, all of the covenants, conditions and agreements thereunder that are required to be performed, observed or satisfied by KIC with respect to the K2 Ph1 Facility, and may exercise all of KIC’s rights thereunder, in each case, as though an original party thereto in the same manner and to the same extent as if KIW were KIC itself. (bi) The capitalized term “Products” in the FFL Purchase and Supply Agreements is hereby revised to include JV K2 Ph1 X0 XxXX Products and JV New Y2 BiCS Products manufactured for FFL in accordance with the Purchase Specification as thereinafter defined. (cii) Subject to Section 1.2, purchases Purchases by Kioxia or WD the Parties from: (iA) FPL of JV K2 Ph1 Y3 BiCS Products and JV New Y2 BiCS Products manufactured for FPL shall be made in accordance with the terms of KICthe applicable Party’s (in the case of Kioxia) and SanDisk Cayman’s (in the case of WD, as if WD were SanDisk Cayman) FPL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 New Y2 BiCS Products manufactured for FPL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FPL Purchase and Supply Agreement based on Article 4 of the FPL Foundry Agreement shall instead be based on Article 8 hereof; (iiB) FAL of JV K2 Ph1 Y4 BiCS Products and JV New Y2 BiCS Products manufactured for FAL shall be made in accordance with the terms of KICthe applicable Party’s (in the case of Kioxia) and SanDisk Ireland’s (in the case of WD, as if WD were SanDisk Ireland) FAL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 New Y2 BiCS Products manufactured for FAL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of **** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Products; Title Transfer”) of the FAL Purchase and Supply Agreement based on Article 4 of the FAL Foundry Agreement shall instead be based on Article 8 hereof; and (iiiC) FFL of JV K2 Ph1 Y5 BiCS Products and JV New Y2 BiCS Products manufactured for FFL shall be made in accordance with the terms of KICthe applicable Party’s (in the case of Kioxia) and SanDisk Flash’s (in the case of WD, as if WD were SanDisk Flash) FFL Purchase and Supply Agreement for purchases of Products (as defined therein)) provided, provided that with respect to such purchases of JV K2 Ph1 New Y2 BiCS Products manufactured for FFL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FFL Purchase and Supply Agreement based on Article 4 of the FFL Foundry Agreement shall instead be based on Article 8 hereof. [***].

JV Purchase and Supply Agreements. (a) KIW has previously been added as a party to each of the Purchase and Supply Agreements to which KIC is a party and is fully bound by, and subject to, all of the covenants, conditions and agreements thereunder that are required to be performed, observed or satisfied by KIC with respect to the K2 Ph1 Facility, and may exercise all of KIC’s rights thereunder, in each case, as though an original party thereto in the same manner and to the same extent as if KIW were KIC itself. (bi) The capitalized term “Products” in the FFL Purchase and Supply Agreements is hereby revised to include JV K2 Ph1 X0 XxXX Products and JV New Y2 BiCS Products manufactured for FFL in accordance with the Purchase Specification as thereinafter defined. . (c) Subject to Section 1.2, purchases ii)Purchases by Kioxia or WD the Parties from: : (i) FPL A)FPL of JV K2 Ph1 Y3 BiCS Products and JV New Y2 BiCS Products manufactured for FPL shall be made in accordance with the terms of KICthe applicable Party’s (in the case of Kioxia) and SanDisk Cayman’s (in the case of WD, as if WD were SanDisk Cayman) FPL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 New Y2 BiCS Products manufactured for FPL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FPL Purchase and Supply Agreement based on Article 4 of the FPL Foundry Agreement shall instead be based on Article 8 hereof; ; (ii) FAL B)FAL of JV K2 Ph1 X0 XxXX Products and JV New Y2 BiCS Products manufactured for FAL shall be made in accordance with the terms of KICthe applicable Party’s (in the case of Kioxia) and SanDisk Ireland’s (in the case of WD, as if WD were SanDisk Ireland) FAL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 New Y2 BiCS Products manufactured for FAL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FAL Purchase and Supply Agreement based on Article 4 of the FAL Foundry Agreement shall instead be based on Article 8 hereof; and (iii) FFL of JV K2 Ph1 BiCS Products manufactured for FFL shall be made in accordance with the terms of KIC’s (in the case of Kioxia) and SanDisk Flash’s (in the case of WD, as if WD were SanDisk Flash) FFL Purchase and Supply Agreement for purchases of Products (as defined therein), provided that with respect to such purchases of JV K2 Ph1 BiCS Products manufactured for FFL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FFL Purchase and Supply Agreement based on Article 4 of the FFL Foundry Agreement shall instead be based on Article 8 hereof. [***]of

JV Purchase and Supply Agreements. (a) KIW has previously been added as a party to each of the Purchase and Supply Agreements to which KIC is a party and is fully bound by, and subject to, all of the covenants, conditions and agreements thereunder that are required to be performed, observed or satisfied by KIC with respect to the K2 Ph1 Facility, and may exercise all of KIC’s rights thereunder, in each case, as though an original party thereto in the same manner and to the same extent as if KIW were KIC itself. (b) The capitalized term “Products” in the FFL Purchase and Supply Agreements is hereby revised to include JV K2 Ph1 Y6 BiCS Products manufactured for FFL in accordance with the Purchase Specification as thereinafter defined. (cb) Subject to Section 1.2, purchases Purchases by Kioxia TMC or WD from: (i) FPL of JV K2 Ph1 Y6 BiCS Products manufactured for FPL shall be made in accordance with the terms of KICthe TMC’s (in the case of KioxiaTMC) and SanDisk Cayman’s (in the case of WD, as if WD were SanDisk Cayman) FPL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 Y6 BiCS Products manufactured for FPL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FPL Purchase and Supply Agreement based on Article 4 of the FPL Foundry Agreement shall instead be based on Article 8 hereof; (ii) FAL of JV K2 Ph1 Y6 BiCS Products manufactured for FAL shall be made in accordance with the terms of KICthe TMC’s (in the case of KioxiaTMC) and SanDisk Ireland’s (in the case of WD, as if WD were SanDisk Ireland) FAL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 Y6 BiCS Products manufactured for FAL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FAL Purchase and Supply Agreement based on Article 4 of the FAL Foundry Agreement shall instead be based on Article 8 hereof; and (iii) FFL of JV K2 Ph1 Y6 BiCS Products manufactured for FFL shall be made in accordance with the terms of KICTMC’s (in the case of KioxiaTMC) and SanDisk Flash’s (in the case of WD, as if WD were SanDisk Flash) FFL Purchase and Supply Agreement for purchases of Products (as defined therein)) provided, provided that with respect to such purchases of JV K2 Ph1 Y6 BiCS Products manufactured for FFL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FFL Purchase and Supply Agreement based on Article 4 of the FFL Foundry Agreement shall instead be based on Article 8 hereof. . (c) [***]

JV Purchase and Supply Agreements. (a) KIW has previously been TMI hereby is added as a party to each of the Purchase and Supply Agreements to which KIC TMC is a party and is fully bound by, and subject to, all of the covenants, conditions and agreements thereunder that are required to be performed, observed or satisfied by KIC TMC with respect to the K2 Ph1 K1 Facility, and may exercise all of KICTMC’s rights thereunder, in each case, as though an original party thereto in the same manner and to the same extent as if KIW TMI were KIC TMC itself. (b) The capitalized term “Products” in the FFL Purchase and Supply Agreements is hereby revised to include JV K2 Ph1 K1 BiCS Products manufactured for FFL in accordance with the Purchase Specification as thereinafter defined. (c) Subject to Section 1.21.3, purchases by Kioxia Toshiba Memory or WD from: (i) FPL of JV K2 Ph1 K1 BiCS Products manufactured for FPL shall be made in accordance with the terms of KICTMC’s (in the case of KioxiaToshiba Memory) and SanDisk Cayman’s (in the case of WD, as if WD were SanDisk Cayman) FPL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 K1 BiCS Products manufactured for FPL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FPL Purchase and Supply Agreement based on Article 4 of the FPL Foundry Agreement shall instead be based on Article 8 hereof; (ii) FAL of JV K2 Ph1 K1 BiCS Products manufactured for FAL shall be made in accordance with the terms of KICTMC’s (in the case of KioxiaToshiba Memory) and SanDisk Ireland’s (in the case of WD, as if WD were SanDisk Ireland) FAL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 K1 BiCS Products manufactured for FAL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FAL Purchase and Supply Agreement based on Article 4 of the FAL Foundry Agreement shall instead be based on Article 8 hereof; and (iii) FFL of JV K2 Ph1 K1 BiCS Products manufactured for FFL shall be made in accordance with the terms of KICTMC’s (in the case of KioxiaToshiba Memory) and SanDisk Flash’s (in the case of WD, as if WD were SanDisk Flash) FFL Purchase and Supply Agreement for purchases of Products (as defined therein)) provided, provided that with respect to such purchases of JV K2 Ph1 K1 BiCS Products manufactured for FFL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FFL Purchase and Supply Agreement based on Article 4 of the FFL Foundry Agreement shall instead be based on Article 8 hereof. . (d) [***] (e) [***] (f) Delivery of Products (as defined in the FPL Purchase and Supply Agreements and FAL Purchase and Supply Agreements Agreement) pursuant to the FPL Purchase and Supply Agreements and FAL Purchase and Supply Agreements shall be made [***]. (g) [***]

JV Purchase and Supply Agreements. (a) KIW has previously been TMI hereby is added as a party to each of the Purchase and Supply Agreements to which KIC TMC is a party and is fully bound by, and subject to, all of the covenants, conditions and agreements thereunder that are required to be performed, observed or satisfied by KIC TMC with respect to the K2 Ph1 K1 Facility, and may exercise all of KICTMC’s rights thereunder, in each case, as though an original party thereto in the same manner and to the same extent as if KIW TMI were KIC TMC itself. (b) The capitalized term “Products” in the FFL Purchase and Supply Agreements is hereby revised to include JV K2 Ph1 K1 BiCS Products manufactured for FFL in accordance with the Purchase Specification as thereinafter defined. (c) Subject to Section 1.21.3, purchases by Kioxia Toshiba Memory or WD from: (i) FPL of JV K2 Ph1 K1 BiCS Products manufactured for FPL shall be made in accordance with the terms of KICTMC’s (in the case of KioxiaToshiba Memory) and SanDisk Cayman’s (in the case of WD, as if WD were SanDisk Cayman) FPL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 K1 BiCS Products manufactured for FPL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FPL Purchase and Supply Agreement based on Article 4 of the FPL Foundry Agreement shall instead be based on Article 8 hereof; (ii) FAL of JV K2 Ph1 K1 BiCS Products manufactured for FAL shall be made in accordance with the terms of KICTMC’s (in the case of KioxiaToshiba Memory) and SanDisk Ireland’s (in the case of WD, as if WD were SanDisk Ireland) FAL Purchase and Supply Agreement for purchases of Products (as defined therein), provided provided, that with respect to such purchases of JV K2 Ph1 K1 BiCS Products manufactured for FAL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FAL Purchase and Supply Agreement based on Article 4 of the FAL Foundry Agreement shall instead be based on Article 8 hereof; and (iii) FFL of JV K2 Ph1 K1 BiCS Products manufactured for FFL shall be made in accordance with the terms of KICTMC’s (in the case of KioxiaToshiba Memory) and SanDisk Flash’s (in the case of WD, as if WD were SanDisk Flash) FFL Purchase and Supply Agreement for purchases of Products (as defined therein)) provided, provided that with respect to such purchases of JV K2 Ph1 K1 BiCS Products manufactured for FFL, any price or charge that is calculated or determined under Article 4 (“Purchase Prices of Products; Title Transfer”) of the FFL Purchase and Supply Agreement based on Article 4 of the FFL Foundry Agreement shall instead be based on Article 8 hereof. . (d) [***] (e) [***] (f) Delivery of Products (as defined in the FPL Purchase and Supply Agreements and FAL Purchase and Supply Agreements Agreement) pursuant to the FPL Purchase and Supply Agreements and FAL Purchase and Supply Agreements shall be made [***].