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...Diskonkey 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".
REGISTRATION RIGHTS AGREEMENTM-Systems Flash Disk Pioneers LTD • May 27th, 2005 • 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
Purchase Agreement____ 54 ____ • 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
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
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".
