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INDEX TO EXHIBITS
Exhibit
Number Exhibit Title
3.1 Restated Certificate of Incorporation of the Registrant.(2)
3.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant dated December 9,
1999.(7)
3.3 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant dated May 11,
2000.(10)
3.4 Restated Bylaws of the Registrant, as amended to date.(**)
3.5 Certificate of Designations for the Series A Junior Participating Preferred Stock, as filed with the
Delaware Secretary of State on April 24, 1997.(4)
3.6 Amendment to Certificate of Designations for the Series A Junior Participating Preferred Stock, as filed
with the Delaware Secretary of State on September 24, 2003.(19)
4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3.(2), (7),(10)
4.2 Rights Agreement, dated as of September 15, 2003, between the Registrant and Computershare Trust
Company, Inc.(18)
10.1 Form of Indemnification Agreement entered into between the Registrant and its directors and officers.(2)
10.2 License Agreement between the Registrant and Dr. Eli Harari, dated September 6, 1988.(2)
10.3 Lease Agreement between the Registrant and G.F. Properties, dated March 1, 1996.(3)
10.4 Amendment to Lease Agreement between the Registrant and G.F. Properties, dated April 3, 1997.(5)
10.5 Lease Agreement between the Registrant and G.F. Properties, dated June 10, 1998.(6)
10.6 SanDisk Corporation 1995 Stock Option Plan, as Amended and Restated January 2, 2002.(15), (*)
10.7 SanDisk Corporation 1995 Non-Employee Directors Stock Option Plan, as Amended and Restated as of
January 2, 2004.(16), (*)
10.8 Share Purchase Agreement, dated as of July 4, 2000, by and between the Registrant and Tower
Semiconductor Ltd.(8)
10.9 Escrow Agreement, dated as of August 14, 2000, by and between the Registrant, Tower Semiconductor
Ltd. and Union bank of California, N.A.(8)
10.10 Additional Purchase Obligation Agreement, dated as of July 4, 2000, by and between the Registrant and
Tower Semiconductor Ltd.(8)
10.11 Registration Rights Agreement, dated as of January 18, 2001, by and between Registrant, The Israel
Corporation, Alliance Semiconductor Ltd., Macronix International Co., Ltd. and Quick Logic
Corporation.(9)
10.12 Consolidated Shareholders Agreement, dated as of January 18, 2001, by and among Registrant, The Israel
Corporation, Alliance Semiconductor Ltd. And Macronix International Co., Ltd.(9)
10.13 Amendment to Share Purchase Agreement, dated as of March 20, 2002, by and between the Registrant
and Tower Semiconductor Ltd.(11)
10.14 Amendment to Share Purchase Agreement, dated as of February 21, 2003, by and between the Registrant,
Tower Semiconductor Ltd. and the other parties thereto.(17)
10.15 Side Letter to Amendment to Share Purchase Agreement, dated as of February 24, 2003, by and between
the Registrant, Tower Semiconductor Ltd. and the other parties thereto.(17)
10.16 Side Letter to Amendment to Share Purchase Agreement, dated as of April 14, 2003, by and between the
Registrant, Tower Semiconductor Ltd. and the other parties thereto.(17)
10.17 Amendment No. 3 to Payment Schedule of Series A-5 Additional Purchase Obligations, Waiver of
Series A-5 Conditions, Conversion of Series A-4 Wafer Credits and Other Provisions, dated as of
November 11, 2003, by and between the Registrant, Tower Semiconductor Ltd. and the other parties
thereto.(19)
10.18 New Master Agreement, dated as of April 10, 2002, by and between the Registrant and Toshiba
Corporation.(12), (1)
E-1
Annual Report