Exhibit 10.2
FOIA Confidential Treatment Requested
Execution Version
EQUIPMENT PURCHASE AGREEMENT
Dated as of January 29, 2009
by and among
TOSHIBA CORPORATION,
SANDISK (IRELAND) LIMITED,
SANDISK (CAYMAN) LIMITED,
SANDISK CORPORATION,
FLASH PARTNERS LIMITED,
and
FLASH ALLIANCE LIMITED
TABLE OF CONTENTS
Page
1. Definitions and Interpretation
1
2. The Transaction
3
3. Purchase Price; Closing
6
4. Representations and Warranties of Each of the Parties
10
5. Representations and Warranties of the Sellers
11
6. Covenants
12
TABLE OF CONTENTS
This EQUIPMENT PURCHASE AGREEMENT (this “ Agreement ”) dated as of January 29, 2009,
is entered into by and among TOSHIBA CORPORATION, a Japanese corporation (“ Toshiba ”), SANDISK
(CAYMAN) LIMITED, a company organized under the laws of the Cayman Islands (“ SanDisk Cayman ”),
SANDISK (IRELAND) LIMITED, a company organized under the laws of the Republic of Ireland (“ SanDisk
Ireland ”), SANDISK CORPORATION, a Delaware corporation (“ SanDisk ” and, together with SanDisk
Cayman and SanDisk Ireland, the “ SanDisk Parties ”), FLASH PARTNERS LIMITED, a tokurei yugen
kaisha organized under the laws of Japan (“ FP ”), and FLASH ALLIANCE LIMITED, a tokurei yugen
kaisha organized under the laws of Japan (“ FA ” and, together with FP, the “ Sellers ” and the Sellers together
with the SanDisk Parties and Toshiba, the “ Parties ”).
WHEREAS, Toshiba and certain SanDisk Parties are each shareholders in FP and FA;
WHEREAS, FP owns the machinery, equipment and other tangible assets described on attached
Schedule 2.1(a)(i) and leases the machinery, equipment and other tangible assets described on attached
Schedule 2.1(a)(ii) ;
WHEREAS, FA owns the machinery, equipment and other tangible assets described on at