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(2) Exhibits required by Item 601 of Regulation S-K
A. Exhibits
Exhibit
Number Exhibit Title
3.1 Restated CertiÑcate of Incorporation of the Registrant.(2)
3.2 CertiÑcate of Amendment of the Restated CertiÑcate of Incorporation of the Registrant dated
December 9, 1999.(12)
3.3 CertiÑcate of Amendment of the Restated CertiÑcate of Incorporation of the Registrant dated
May 11, 2000.(16)
3.4 Restated Bylaws of the Registrant, as amended to date.(15)
3.5 CertiÑcate of Designation for the Series A Junior Participating Preferred Stock, as Ñled with the
Delaware Secretary of State on April 24, 1997.(4)
4.1 Reference is made to Exhibits 3.1, 3.2 and 3.3.(2), (12), (16)
4.2 Amended and Restated Registration Rights Agreement, among the Registrant and the investors and
founders named therein, dated March 3, 1995.(2)
4.3 Series F Preferred Stock Purchase Agreement between Seagate Technology, Inc. and the Registrant
dated January 15, 1993.(2)
4.4 Rights Agreement, dated as of April 18, 1997, between the Company and Harris Trust and Savings
Bank.(4)
4.5 First Amendment to Rights Agreement dated October 22, 1999, between Harris Trust and the
Registrant.(9)
4.6 Second Amendment to Rights Agreement dated December 17, 1999, between Harris Trust and the
Registrant. (11)
4.7 Indenture, dated as of December 24, 2001, between the Registrant and The Bank of New York, as
Trustee, including the form of note set forth in Section 2.2 thereof.(15)
4.8 Registration Rights Agreement, dated as of December 24, 2001, among the Registrant, as Issuer and
Morgan Stanley & Co. Incorporated and ABN AMRO Rothschild LLC, as Initial Purchasers.(15)
9.1 Amended and Restated Voting Agreement, among the Registrant and the investors named therein,
dated March 3, 1995.(2)
10.1 License Agreement between the Registrant and Dr. Eli Harari, dated September 6, 1988.(2)
10.2 1989 Stock BeneÑt Plan.(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 Foundry Venture Agreement between the Registrant and United Microelectronics Corporation,
dated June 27, 1997.(1),(6)
10.6 Written Assurances Re: Foundry Venture Agreement between the Registrant and United
Microelectronics Corporation, dated September 13, 1995.(1),(6)
10.7 Side Letter between Registrant and United Microelectronics Corporation, dated May 28,
1997.(1),(6)
10.8 ClariÑcation letter with regards to Foundry Venture Agreement between the Registrant and United
Microelectronics Corporation dated October 24, 1997.(7)
10.9 Lease Agreement between the Registrant and G.F. Properties, dated June 10, 1998.(8)
10.10 SanDisk Corporation Special Stock Option Plan, as Amended and Restated through February 23,
2000.(20),(*)
10.11 SanDisk Corporation 1995 Stock Option Plan, as Amended and Restated January 2, 2002.(21),(*)
10.12 SanDisk Corporation 1995 Non-Employee Directors Stock Option Plan, as Amended and Restated
as of January 2, 2004.(22),(*)
96