EXHIBIT 1 M-Systems Flash Disk Pioneers Ltd. Underwriting AgreementUnderwriting Agreement • February 23rd, 2004 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
BY AND AMONGMerger Agreement • August 2nd, 2006 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
FORM OF VOTING UNDERTAKINGVoting Undertaking • October 11th, 2006 • Msystems LTD • Computer storage devices • New York
This VOTING UNDERTAKING (this "Agreement") dated as of July 30, 2006, is entered into among SanDisk Corporation, a Delaware corporation (the "Parent"), and the undersigned shareholder (the "Shareholder") of msystems Ltd., an Israeli company (the "Company"). Except as otherwise provided herein, capitalized terms that are used but not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SANDISK CORPORATION, PROJECT DESERT, LTD. AND MSYSTEMS LTD. DATED AS OF JULY 30, 2006Merger Agreement • October 11th, 2006 • Msystems LTD • Computer storage devices • New York
AGREEMENT AND PLAN OF MERGER, dated as of July 30, 2006 (this "Agreement"), by and among SanDisk Corporation, a Delaware corporation (the "Parent"), Project Desert Ltd., an Israeli company and a direct wholly owned subsidiary of the Parent ("Merger Sub"), and msystems Ltd., an Israeli company (the "Company").
MASTER PURCHASE AGREEMENTMaster Purchase Agreement • January 22nd, 2004 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • California
This Master Purchase Agreement ("Agreement") is entered into and is effective as of August 10, 1998 ("Effective Date") by and between Toshiba America Electronic Components, Inc., a California corporation (a second-tier subsidiary of "Toshiba Corporation") having its principal place of business at 9775 Toledo Way, Irvine, California 92618-1811 (hereinafter referred to as "TAEC") and M-Systems, Inc., a California corporation having its principal place of business at 39899 Balentine Drive, Newark, CA., 94560 (hereinafter referred to as "M-Systems").
M-SYSTEMS FLASH DISK PIONEERS LIMITED ORDINARY SHARES PURCHASE AGREEMENTOrdinary Shares Purchase Agreement • June 30th, 2003 • M-Systems Flash Disk Pioneers LTD • Computer storage devices
M-Systems Flash Disk Pioneers Limited (the "Company"), proposes to sell to you (the "Purchaser") 500,000 shares (collectively, the "Shares") of the Company`s Ordinary Shares, nominal value 0.001 New Israeli Shekel per share, at a purchase price per share of $8.21 (based on the lowest price of the Company`s Ordinary Shares as quoted on the date hereof on NASDAQ) for an aggregate investment amount of $4,105,000 (the "Purchase Price"). In connection with and in consideration for the sale and purchase of the Shares, the Company and the Purchaser agree to abide by the mutual covenants contained herein.
PLEASE NOTE: CERTAIN SPECIFICALLY MARKED PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION AND THE COMPLETE MATERIAL HAS BEEN FILED SEPARATELY WITH THE...Product Supply Agreement • May 27th, 2005 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
This DiskOnKey Product Supply Agreement ("Agreement") is entered into and effective as of October 1, 2003 ("Effective Date"), by and between [***] (the "LP"), M-Systems Flash Disk Pioneers, Ltd., an Israeli corporation having its principal place of business at 7 Atir Yeda St., Kfar Saba, 44425, Israel ("M-Systems"), and Toshiba Corporation, a Japanese corporation having its principal place of business at 1-1 Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan ("Toshiba"). M‑Systems and Toshiba are also hereinafter referred to collectively as the "Buyers", and each individually as a "Buyer". The LP, M-Systems and Toshiba are also hereinafter referred to collectively as the "Parties", and each individually as a "Party".
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • January 13th, 2004 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • California
This Development and Supply Agreement (this "Agreement") is made and entered into as of April 18, 2001 (the "Effective Date") by and between Atmel Rousset, with offices located Zone Industrielle 13106, Rousset Cedex ,France and Atmel Sarl, a Swiss corporation with offices at Route des Arsenaux 41, Case Postale 80, CH-1705 Fribourg, Switzerland (hereafter collectively referred to as "Atmel"), and M-Systems, an Israeli corporation with principal offices located at Central Park 2000, 7 Atir Yeda St., Kfar Saba 44425, Israel ("Company").
strategic AGREEMENTStrategic Agreement • June 30th, 2004 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
This Strategic Agreement ("Agreement") is entered into and is effective as of December 31, 2003 ("Effective Date"), by and between M-Systems Flash Disk Pioneers Ltd., an Israeli corporation having its principal place of business at 7 Atir Yeda St., Kfar Saba, 44425, Israel ("M-Systems") and Samsung Electronics Co., Ltd., a Korean corporation having its principal place of business at San #24 Nongseo-Ri Giheung-Eup, Yongin-City, Gyeonggi-Do, Korea ("Samsung").
PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • July 17th, 2006 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
THIS PRODUCT SUPPLY AGREEMENT (this “Agreement”) dated as of August 22, 2005, by and between M-Systems Flash Disk Pioneers Ltd., an Israeli company (“M-Systems”) with registered office at 7 Atir Yeda St. Kfar Saba, 44425, Israel, and Hynix Semiconductor Inc., a Korean company with registered office at San136-1 Ami-ri Bubal-eub Icheon-si kyoungki-do 467-701 Korea (“Hynix”); Each of M-Systems and Hynix shall be referred to as a “Party” and collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2005 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
M-Systems Finance Inc., an exempted company limited by shares organized under the laws of the Cayman Islands (the "Company") and a direct wholly owned subsidiary of M-Systems Flash Disk Pioneers Ltd., a company organized under the laws of the State of Israel (the "Guarantor"), proposes to issue and sell to certain purchasers (the "Initial Purchasers"), for whom you (the "Representatives") are acting as representatives, U.S.$75,000,000 principal amount of its 1.0% Convertible Notes Due 2035 (the "Notes"), which are to be unconditionally guaranteed by the Guarantor (the "Guarantee"), upon the terms set forth in the Purchase Agreement among the Company, the Guarantor, M-Systems, Inc. ("MSI") (solely in respect to Section 14 thereof) and the Representatives dated March 17, 2005 (the "Purchase Agreement") relating to the initial placement (the "Initial Placement") of the Notes and the Guarantee. The Notes are convertible into ordinary shares, par value NIS 0.001 per share (the "Ordinary Sha
PATENT LICENSE AGREEMENTPatent License Agreement • June 30th, 2004 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
THIS PATENT LICENSE AGREEMENT (this "Agreement") is made as of July 15, 2003, between TOSHIBA CORPORATION, a Japanese corporation, acting through its Semiconductor Company ("Toshiba"), and M-SYSTEMS FLASH DISK PIONEERS LIMITED, an Israeli corporation ("M-Systems"). Toshiba and M-Systems are also hereinafter referred to collectively as the "Parties" and each individually as a "Party".
Purchase AgreementPurchase Agreement • May 27th, 2005 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
M-Systems Finance Inc., an exempted company limited by shares organized under the laws of the Cayman Islands (the "Company") and a direct wholly owned subsidiary of M-Systems Flash Disk Pioneers Ltd., a company organized under the laws of the State of Israel (the "Guarantor"), proposes to issue and sell to the several parties named in Schedule I hereto (the "Initial Purchasers"), for whom you (the "Representatives") are acting as representatives, U.S.$75,000,000 principal amount of its 1% Convertible Senior Notes Due 2035 (the "Firm Notes"), which are to be unconditionally guaranteed by the Guarantor (the "Firm Guarantees" and together with the Firm Notes, the "Firm Securities"). The Company also proposes to grant to the Initial Purchasers an option to purchase up to U.S.$25,000,000 additional principal amount of such Notes, if any (the "Option Notes") similarly guaranteed (the "Option Guarantees" and together with the Option Notes, the "Option Securities"). The Firm Securities and the
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • November 10th, 2003 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • California
This Development and Supply Agreement (this "Agreement") is made and entered into as of April 18, 2001 (the "Effective Date") by and between Atmel Rousset, with offices located Zone Industrielle 13106, Rousset Cedex ,France and Atmel Sarl, a Swiss corporation with offices at Route des Arsenaux 41, Case Postale 80, CH-1705 Fribourg, Switzerland (hereafter collectively referred to as "Atmel"), and M-Systems, an Israeli corporation with principal offices located at Central Park 2000, 7 Atir Yeda St., Kfar Saba 44425, Israel ("Company").
SALE AND PURCHASE AGREEMENT OF THE SHARES OF MICROELECTRÓNICA ESPAÑOLA, S.A.U. Between JAVIER PÉREZ AZNAR, as Seller and MICROELECTRÓNICA ESPAÑOLA, S.A.U. and Madrid, November 14th 2005Sale and Purchase Agreement • July 17th, 2006 • M-Systems Flash Disk Pioneers LTD • Computer storage devices
RECITALSVoting Undertaking • August 2nd, 2006 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
SENIOR INDENTURE M-SYSTEMS FINANCE INC. as Issuer M-SYSTEMS FLASH DISK PIONEERS LTD. as Guarantor THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee Dated as of March 23, 2005 $75,000,000 1.0% CONVERTIBLE SENIOR NOTES DUE 2035 CROSS- REFERENCE TABLESenior Indenture • May 27th, 2005 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
M-SYSTEMS FLASH DISK PIONEERS LIMITED ORDINARY SHARES PURCHASE AGREEMENTOrdinary Shares Purchase Agreement • June 30th, 2004 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
ContractSupplemental Indenture • November 30th, 2006 • Msystems LTD • Computer storage devices • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), is dated as of November 19, 2006, by and among M-Systems Finance Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company” or the “Issuer”), msystems Ltd., a company duly organized under the laws of Israel and formerly known as M-Systems Flash Disk Pioneers Ltd. (“msystems” or the “Guarantor”), SanDisk Corporation, a Delaware corporation (“SanDisk”), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), under the Indenture referred to below. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture.
PLEASE NOTE: CERTAIN SPECIFICALLY MARKED PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION AND THE COMPLETE MATERIAL HAS BEEN FILED SEPARATELY WITH THE...Standard Nand Supply Agreement • May 27th, 2005 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
This Standard NAND Supply Agreement (this "Agreement") is entered into and is effective as of October 1, 2003 ("Effective Date"), by and between Toshiba Corporation, a Japanese corporation having its principal place of business at 1-1, Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan ("Seller"), and [***] ("Buyer"). Seller and Buyer are also hereinafter referred to collectively as the "Parties" and each individually as a "Party".
ContractMaster Purchase Agreement • January 13th, 2004 • M-Systems Flash Disk Pioneers LTD • Computer storage devices
Amendment (this "Amendment") dated August 23, 2002, to a Master Purchase Agreement (the "MPA") dated August 10, 1998, by and between M-Systems Inc. ("M-Systems") and Toshiba America Electronics Components, Inc. ("Toshiba").
NEW MASTER PURCHASE AGREEMENTMaster Purchase Agreement • June 30th, 2004 • M-Systems Flash Disk Pioneers LTD • Computer storage devices • New York
This New Master Purchase Agreement ("Agreement") is entered into as of July 15, 2003 (the "Effective Date") by and between Toshiba Corporation, a Japanese corporation having its principal place of business at 1-1 Shibaura 1-chome, Minato-ku, Tokyo 105-8001, Japan ("Toshiba") and M-Systems Flash Disk Pioneers, Ltd., an Israeli corporation having its principal place of business at 7 Atir Yeda St., Kfar Saba, 44425, Israel ("M-Systems"). Toshiba and M-Systems are also hereinafter referred to collectively as the "Parties" and each individually as a "Party".
