0000891618-06-000308 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG SANDISK CORPORATION, PROJECT DESERT, LTD. AND MSYSTEMS LTD. DATED AS OF JULY 30, 2006

Agreement and Plan of Merger • August 1st, 2006 • Sandisk Corp • Computer storage devices • New York

• Contract Type
  Agreement and Plan of Merger
• Filed
  August 1st, 2006
• Company
  Sandisk Corp
• Industry
  Computer storage devices
• Jurisdiction
  New York

FORM OF VOTING UNDERTAKING

Sandisk Corp • August 1st, 2006 • Computer storage devices • New York

• Company
  Sandisk Corp
• Filed
  August 1st, 2006
• Industry
  Computer storage devices
• Jurisdiction
  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).