0001047469-06-012651 Sample Contracts

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

Iii Agreement and Plan of Merger • October 11th, 2006 • Msystems LTD • Computer storage devices • New York

• Contract Type
  Iii Agreement and Plan of Merger
• Filed
  October 11th, 2006
• Company
  Msystems LTD
• Industry
  Computer storage devices
• Jurisdiction
  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").

FORM OF VOTING UNDERTAKING

Msystems LTD • October 11th, 2006 • Computer storage devices • New York

• Company
  Msystems LTD
• Filed
  October 11th, 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).