0001193125-24-264578 Sample Contracts

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”).

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FLASH ALLIANCE MASTER AGREEMENT Dated as of July 7, 2006 by and among TOSHIBA CORPORATION, SANDISK CORPORATION and SANDISK (IRELAND) LIMITED
Flash 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”).

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FORM OF TRANSITION SERVICES AGREEMENT
Transition 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.

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FORM OF STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT
Stockholder’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”).

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FORM OF EMPLOYEE MATTERS AGREEMENT between WESTERN DIGITAL CORPORATION and SANDISK CORPORATION dated as of
Employee 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”).

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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”).

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FORM OF TRANSITIONAL TRADEMARK LICENSE AGREEMENT
Transitional 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.

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FORM OF IP CROSS-LICENSE AGREEMENT
Ip 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.

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FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between WESTERN DIGITAL CORPORATION and SANDISK CORPORATION dated as of
Separation 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.

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