SANDISK CORPORATION and COMPUTERSHARE TRUST COMPANY, INC. Rights Agent RIGHTS AGREEMENT DATED AS OF SEPTEMBER 15, 2003Rights Agreement • September 25th, 2003 • Sandisk Corp • Computer storage devices • Delaware
The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above).
SPECIMEN SanDisk Corporation TRANSFER FEE: $25.00 PER NEW CERTIFICATE ISSUEDSandisk Corp • September 25th, 2003 • Computer storage devices
This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between SanDisk Corporation and Computershare Trust Company, Inc., dated as of September 15, 2003 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of SanDisk Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. SanDisk Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void.
