CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) A TYPE THE REGISTRANT TREATS AS PRIVATE OR COFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAD BEEN IDENTIFIED IN THIS DOCUMENT WITH A...Master Agreement • November 25th, 2024 • Sandisk Corp • Computer storage devices • California
This FLASH PARTNERS MASTER AGREEMENT, dated as of September 10, 2004, is entered into by and among, on one side, TOSHIBA CORPORATION, a Japanese corporation (“Toshiba”), and, on the other side, SANDISK CORPORATION, a Delaware corporation (“SanDisk Corporation”), and SANDISK INTERNATIONAL LIMITED, a company organized under the laws of the Cayman Islands (“SanDisk International”, and collectively with SanDisk Corporation, “SanDisk,” and SanDisk together with Toshiba, the “Parties”).
FLASH ALLIANCE MASTER AGREEMENT Dated as of July 7, 2006 by and among TOSHIBA CORPORATION, SANDISK CORPORATION and SANDISK (IRELAND) LIMITEDFlash Alliance Master Agreement • November 25th, 2024 • Sandisk Corp • Computer storage devices • California
This FLASH ALLIANCE MASTER AGREEMENT, dated as of July 7, 2006, is entered into by and among, on one side, TOSHIBA CORPORATION, a Japanese corporation (“Toshiba”), and, on the other side, SANDISK CORPORATION, a Delaware corporation (“SanDisk Corporation”), and SANDISK (IRELAND) LIMITED, a company organized under the laws of the Republic of Ireland (“SanDisk Ireland,” and collectively with SanDisk Corporation, “SanDisk” and SanDisk together with Toshiba, the “Parties”).
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 25th, 2024 • Sandisk Corp • Computer storage devices • Delaware
This Transition Services Agreement (together with the Service Schedules hereto, the “TSA” or “Agreement”), is made as of [•] (the “Effective Date”), by and between Western Digital Corporation, a Delaware corporation (“WDC”), and Sandisk Corporation, a Delaware corporation (together with its successors and assigns, “Spinco”). Each of WDC and Spinco are hereinafter referred to as a “Party” and are collectively the “Parties” to this Agreement.
FORM OF STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENTStockholder’s and Registration Rights Agreement • November 25th, 2024 • Sandisk Corp • Computer storage devices • Delaware
This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT, dated as of [•] (this “Agreement”), is by and between Sandisk Corporation, a Delaware corporation (“Spinco”), and Western Digital Corporation, a Delaware corporation (“WDC”).
AMENDED AND RESTATED JOINT MEMORY DEVELOPMENT AGREEMENTJoint Memory Development Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices
This Amended and Restated Joint Memory Development Agreement (this “Agreement”), effective as of June 27, 2024 (the “Effective Date”), is made and entered into by and among Kioxia Corporation, a Japanese corporation with a principal place of business at 1-1, Shibaura 1-chome, Minato-ku, Tokyo 105-0023, Japan (“KIC”) and SanDisk LLC, a Delaware limited liability company, with a registered address at 951 SanDisk Drive, Milpitas, CA 95035, U. S. A. (“SanDisk”, together with KIC, the “Parties”).
OPERATING AGREEMENT OF FLASH ALLIANCE, LTD. Dated as of July 7, 2006 between TOSHIBA CORPORATION and SANDISK (IRELAND) LIMITEDOperating Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices
OPERATING AGREEMENT of FLASH ALLIANCE, LTD., a Japanese limited liability company (tokurei yugen kaisha), dated as of July 7, 2006, between TOSHIBA CORPORATION, a Japanese corporation. (“Toshiba”), and SANDISK (IRELAND) LIMITED, a company organized under the laws of the Republic of Ireland (“SanDisk”).
FORM OF EMPLOYEE MATTERS AGREEMENT between WESTERN DIGITAL CORPORATION and SANDISK CORPORATION dated as ofEmployee Matters Agreement • November 25th, 2024 • Sandisk Corp • Computer storage devices • Delaware
This Employee Matters Agreement (this “Agreement”), dated as of [•], is between Western Digital Corporation, a Delaware corporation (“WDC”), and Sandisk Corporation, a Delaware corporation and wholly owned Subsidiary of WDC (“Spinco”) (each a “Party” and together, the “Parties”).
K1 FACILITY AGREEMENT by and among TOSHIBA MEMORY CORPORATION, TOSHIBA MEMORY IWATE CORPORATION, WESTERN DIGITAL CORPORATION, SANDISK LLC, SANDISK (CAYMAN) LIMITED, SANDISK (IRELAND) LIMITED, SANDISK FLASH B.V., FLASH PARTNERS, LTD., FLASH ALLIANCE,...K1 Facility Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices • California
This K1 FACILITY AGREEMENT (this “Agreement”) is made as of May 15, 2019, by and among Toshiba Memory Corporation, a Japanese corporation (“TMC”), Toshiba Memory Iwate Corporation, a Japanese corporation (“TMI” and together with TMC, “Toshiba Memory”), Western Digital Corporation, a Delaware corporation (“WD”) (together with TMC, the “Parent Parties”), SanDisk LLC, a Delaware limited liability company (“SanDisk LLC”), SanDisk (Cayman) Limited, a company organized under the laws of the Cayman Islands (“SanDisk Cayman”), SanDisk (Ireland) Limited, a company organized under the laws of the Republic of Ireland (“SanDisk Ireland”), SanDisk Flash B.V., a company organized under the laws of The Netherlands (“SanDisk Flash,” and collectively with SanDisk LLC, SanDisk Cayman and SanDisk Ireland, “SanDisk”), Flash Partners, Ltd., a Japanese tokurei yugen kaisha (“FPL”), Flash Alliance, Ltd., a Japanese tokurei yugen kaisha (“FAL”), and Flash Forward, Ltd., a Japanese godo kaisha (“FFL,” and coll
FAL COMMITMENT AND EXTENSION AGREEMENTFal Commitment and Extension Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices • California
This FAL COMMITMENT AND EXTENSION AGREEMENT (this “Agreement”) is made as of December 12, 2017, by and among Toshiba Memory Corporation, a Japanese corporation (“TMC”), Western Digital Corporation, a Delaware corporation (“WD”), SanDisk LLC, a Delaware limited liability company (“SanDisk”) and SanDisk (Ireland) Limited, a company organized under the laws of the Republic of Ireland (“SanDisk Ireland” and, together with WD, SanDisk and TMC, the “Parties”).
FORM OF TAX MATTERS AGREEMENT by and between Western Digital Corporation and Sandisk Corporation Dated as of [•]Tax Matters Agreement • November 25th, 2024 • Sandisk Corp • Computer storage devices • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [•], between Western Digital Corporation, a Delaware corporation (“WDC”) and Sandisk, a Delaware corporation (“Spinco” and, together with WDC, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).
Y6 FACILITY AGREEMENT by and among TOSHIBA MEMORY CORPORATION, WESTERN DIGITAL CORPORATION, SANDISK LLC, SANDISK (CAYMAN) LIMITED, SANDISK (IRELAND) LIMITED, SANDISK FLASH B.V., FLASH PARTNERS, LTD., FLASH ALLIANCE, LTD. and FLASH FORWARD, LTD. dated...Y6 Facility Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices • California
This Y6 FACILITY AGREEMENT (this “Agreement”) is made as of December 12, 2017, by and among Toshiba Memory Corporation, a Japanese corporation (“TMC”), Western Digital Corporation, a Delaware corporation (“WD”) (together with TMC, the “Parent Parties”), SanDisk LLC, a Delaware limited liability company (“SanDisk LLC”), SanDisk (Cayman) Limited, a company organized under the laws of the Cayman Islands (“SanDisk Cayman”), SanDisk (Ireland) Limited, a company organized under the laws of the Republic of Ireland (“SanDisk Ireland”), SanDisk Flash B.V., a company organized under the laws of The Netherlands (“SanDisk Flash,” and collectively with SanDisk LLC, SanDisk Cayman and SanDisk Ireland, “SanDisk”), Flash Partners, Ltd., a Japanese tokurei yugen kaisha (“FPL”), Flash Alliance, Ltd., a Japanese tokurei yugen kaisha (“FAL”), and Flash Forward, Ltd., a Japanese godo kaisha (“FFL,” and collectively with TMC, WD, SanDisk, FPL and FAL, the “Parties”).
FFL SECOND COMMITMENT AND EXTENSION AGREEMENTSecond Commitment and Extension Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices • California
This FFL SECOND COMMITMENT AND EXTENSION AGREEMENT (this “Agreement”) is made as of May 15, 2019, by and among Toshiba Memory Corporation, a Japanese corporation (“TMC”), Toshiba Memory Iwate Corporation, a Japanese corporation (“TMI”), Western Digital Corporation, a Delaware corporation (“WD”) (together with TMC, the “Parent Parties”), SanDisk LLC, a Delaware limited liability company (“SanDisk LLC”), SanDisk (Cayman) Limited, a company organized under the laws of the Cayman Islands (“SanDisk Cayman”), SanDisk (Ireland) Limited, a company organized under the laws of the Republic of Ireland (“SanDisk Ireland”), SanDisk Flash B.V., a company organized under the laws of the Netherlands (“SanDisk Flash,” and together with SanDisk LLC, SanDisk Cayman, and SanDisk Ireland, “SanDisk”), Flash Partners, Ltd., a Japanese tokurei yugen kaisha (“FPL”), Flash Alliance, Ltd., a Japanese tokurei yugen kaisha (“FAL”), and Flash Forward, Ltd., a Japanese godo kaisha (“FFL,” and together with FPL and F
CONFIDENTIAL SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices • California
This CONFIDENTIAL SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this “Agreement”) is made as of December 12, 2017 (the “Effective Date”) by and among Toshiba Corporation (“TSB”), Toshiba Memory Corporation (“TMC”), Western Digital Corporation (“WD”), SanDisk LLC, SanDisk (Cayman) Limited (“SanDisk Cayman”), SanDisk (Ireland) Limited (“SanDisk Ireland”), SanDisk Flash B.V. (“SanDisk Flash,” and together with SanDisk LLC, SanDisk Cayman, and SanDisk Ireland, “SanDisk”). TSB, TMC, WD, SanDisk LLC, SanDisk Cayman, SanDisk Ireland and SanDisk Flash, shall each be referred to, individually, as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used herein are defined herein and in Exhibit A of this Agreement.
FLASH FORWARD MASTER AGREEMENT Dated as of July 13, 2010 by and among TOSHIBA CORPORATION, SANDISK CORPORATION and SANDISK FLASH B.V.Master Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices • California
This FLASH FORWARD MASTER AGREEMENT, dated as of July 13, 2010, is entered into by and among, on one side, TOSHIBA CORPORATION, a Japanese corporation (“Toshiba”), and, on the other side, SANDISK CORPORATION, a Delaware corporation (“SanDisk Corporation”), and SANDISK FLASH B.V., a company organized under the laws of The Netherlands (“SanDisk Flash,” and collectively with SanDisk Corporation, “SanDisk” and SanDisk together with Toshiba, the “Parties”).
FFL COMMITMENT AND EXTENSION AGREEMENTFFL Commitment and Extension Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices • California
This FFL COMMITMENT AND EXTENSION AGREEMENT (this “Agreement”) is made as of December 12, 2017, by and among Toshiba Memory Corporation, a Japanese corporation (“TMC”), Western Digital Corporation, a Delaware corporation (“WD”), SanDisk LLC, a Delaware limited liability company (“SanDisk”) and SanDisk Flash B.V., a company organized under the laws of the Netherlands (“SanDisk BV” and, together with WD, SanDisk and TMC, the “Parties”).
NEW Y2 FACILITY AGREEMENT by and between TOSHIBA CORPORATION SANDISK CORPORATION SANDISK (CAYMAN) LIMITED, SANDISK (IRELAND) LIMITED, SANDISK FLASH B.V., FLASH PARTNERS, LTD., FLASH ALLIANCE, LTD. and FLASH FORWARD, LTD. dated as of October 20, 2015New Y2 Facility Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices • California
This NEW Y2 FACILITY AGREEMENT (this “Agreement”) is made as of October 20, 2015, by and among Toshiba Corporation, a Japanese corporation (“Toshiba”), SanDisk Corporation, a Delaware corporation (together with Toshiba, the “Parent Parties”), SanDisk (Cayman) Limited, a company organized under the laws of the Cayman Islands (“SanDisk Cayman”), SanDisk (Ireland) Limited, a company organized under the laws of the Republic of Ireland (“SanDisk Ireland”), SanDisk Flash B.V., a company organized under the laws of The Netherlands (“SanDisk Flash,” and collectively with SanDisk Corporation, SanDisk Cayman and SanDisk Ireland, “SanDisk”), Flash Partners, Ltd., a Japanese tokurei yugen kaisha (“FPL”), Flash Alliance, Ltd., a Japanese tokurei yugen kaisha (“FAL”), and Flash Forward, Ltd., a Japanese godo kaisha (“FFL,” and collectively with Toshiba, SanDisk, FPL and FAL, the “Parties”).
FORM OF TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • November 25th, 2024 • Sandisk Corp • Computer storage devices • Delaware
This Transitional Trademark License Agreement (this “Agreement”), dated as of [•], [•] (the “Effective Date”), is made and entered into by and between Western Digital Corporation, a Delaware corporation (“WDC”), and Sandisk Corporation, a Delaware corporation and wholly owned Subsidiary of WDC (“Spinco”) (each a “Party” and together, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
JOINT VENTURE RESTRUCTURE AGREEMENT Dated as of January 29, 2009 by and among TOSHIBA CORPORATION, SANDISK (IRELAND) LIMITED, SANDISK (CAYMAN) LIMITED, SANDISK CORPORATION, FLASH PARTNERS LIMITED, and FLASH ALLIANCE LIMITEDJoint Venture Restructure Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices
This JOINT VENTURE RESTRUCTURE AGREEMENT (this “Agreement”), dated as of January 29, 2009, is entered into by and among, on one side, TOSHIBA CORPORATION, a Japanese corporation (“Toshiba”), and, on the other side, SANDISK CORPORATION, a Delaware corporation (“SanDisk Corporation”), SANDISK (CAYMAN) LIMITED, a company organized under the laws of the Cayman Islands (“SanDisk Cayman”) and SANDISK (IRELAND) LIMITED, a company organized under the laws of the Republic of Ireland (“SanDisk Ireland,” and collectively with SanDisk Corporation and SanDisk Cayman, “SanDisk”), FLASH PARTNERS LIMITED, a tokurei yugen kaisha organized under the laws of Japan (“FP”), and FLASH ALLIANCE LIMITED, a tokurei yugen kaisha organized under the laws of Japan (“FA” and, together with FP, the “JVs” or “Joint Ventures” and the Joint Ventures together with SanDisk and Toshiba, the “Parties”).
CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) A TYPE THE REGISTRANT TREATS AS PRIVATE OR COFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAD BEEN IDENTIFIED IN THIS DOCUMENT WITH A...Operating Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices
OPERATING AGREEMENT of FLASH PARTNERS LTD., a Japanese limited liability company (yugen kaisha), dated as of September 10, 2004, between TOSHIBA CORPORATION, a Japanese corporation (“Toshiba”), and SANDISK INTERNATIONAL LIMITED, a company organized under the laws of the Cayman Islands ( “SanDisk”).
FORM OF IP CROSS-LICENSE AGREEMENTIp Cross-License Agreement • November 25th, 2024 • Sandisk Corp • Computer storage devices • Delaware
This IP Cross-License Agreement (this “Agreement”), dated as of [•] (the “Effective Date”), is made and entered into by and between Western Digital Corporation, a Delaware corporation (“WDC”), and Sandisk Corporation, a Delaware corporation and wholly owned Subsidiary of WDC (“Spinco”) (each a “Party” and together, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
K2 PH1 FACILITY AGREEMENT by and among KIOXIA CORPORATION, KIOXIA IWATE CORPORATION, WESTERN DIGITAL CORPORATION, SANDISK LLC, SANDISK (CAYMAN) LIMITED, SANDISK (IRELAND) LIMITED, SANDISK FLASH B.V., FLASH PARTNERS, LTD., FLASH ALLIANCE, LTD. and...K2 Ph1 Facility Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices • California
This K2 PH1 FACILITY AGREEMENT (this “Agreement”) is made as of June 27, 2024, by and among Kioxia Corporation, a Japanese corporation (“KIC”), Kioxia Iwate Corporation (formerly known as “Toshiba Memory Iwate Corporation”), a Japanese corporation (“KIW” and, together with KIC, “Kioxia”), Western Digital Corporation, a Delaware corporation (“WD” and, together with KIC, the “Parent Parties”), SanDisk LLC, a Delaware limited liability company (“SanDisk LLC”), SanDisk (Cayman) Limited, a company organized under the laws of the Cayman Islands (“SanDisk Cayman”), SanDisk (Ireland) Limited, a company organized under the laws of the Republic of Ireland (“SanDisk Ireland”), SanDisk Flash B.V., a company organized under the laws of the Netherlands (“SanDisk Flash,” and collectively with SanDisk LLC, SanDisk Cayman and SanDisk Ireland, “SanDisk”), Flash Partners, Ltd., a Japanese tokurei yugen kaisha (“FPL”), Flash Alliance, Ltd., a Japanese tokurei yugen kaisha (“FAL”), and Flash Forward, Ltd.,
OPERATING AGREEMENT OF FLASH FORWARD, LTD. Dated as of March 1, 2011 between TOSHIBA CORPORATION and SANDISK FLASH B.V.Operating Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices
OPERATING AGREEMENT of FLASH FORWARD, LTD., a Japanese limited liability company (godo kaisha), dated as of March 1, 2011, between TOSHIBA CORPORATION, a Japanese corporation (“Toshiba”), and SANDISK FLASH B.V., a Netherlands company (“SanDisk”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between WESTERN DIGITAL CORPORATION and SANDISK CORPORATION dated as ofSeparation and Distribution Agreement • November 25th, 2024 • Sandisk Corp • Computer storage devices • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [●] by and between Western Digital Corporation, a Delaware corporation (“WDC”), and Sandisk Corporation, a Delaware corporation and wholly owned Subsidiary of WDC (“Spinco”) (each, a “Party” and together, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Section 10.
AMENDED AND RESTATED EQUITY PURCHASE AGREEMENT dated as of September 12, 2024 by and between SanDisk China Limited andEquity Purchase Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices
WHEREAS, upon the terms and subject to the conditions set forth herein, Seller desires to sell and assign to Purchaser, and Purchaser desires to purchase and assume from Seller, 80% equity interest in the Company;
CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) A TYPE THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAD BEEN IDENTIFIED IN THIS DOCUMENT WITH A...FPL Commitment and Extension Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices • California
This FPL COMMITMENT AND EXTENSION AGREEMENT (this “Agreement”) is made as of October 20, 2015, by and among Toshiba Corporation, a Japanese corporation (“Toshiba”), SanDisk Corporation, a Delaware corporation (“SanDisk”) and SanDisk (Cayman) Limited, a company organized under the laws of the Cayman Islands (“SanDisk Cayman” and, together with Toshiba and SanDisk, the “Parties”).
BICS LICENSE & DEVELOPMENT AGREEMENTBics License & Development Agreement • October 15th, 2024 • Sandisk Corp • Computer storage devices
This BICS LICENSE & DEVELOPMENT AGREEMENT, executed on the last date of the signature hereof and effective as of March 1, 2011, (“Effective Date”) is made and entered into by and between Toshiba Corporation, a Japanese corporation with a principal place of business at 1-1, Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan (“Toshiba”), and SanDisk Corporation, a Delaware corporation, with a principal place of business at 601 McCarthy Boulevard, Milpitas, CA 95035, U.S.A. (“SanDisk”). Toshiba and SanDisk are each referred to as a “Party” and collectively as the “Parties”.
