Registration Rights Agreement



 Exhibit 4.2 
  

REGISTRATION RIGHTS AGREEMENT 
  
 REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 30, 2005, by and among Lexar Media, Inc., a Delaware
corporation, with headquarters located at 47300 Bayside Parkway, Fremont, California 94538 (the “Company”), and the undersigned purchasers (each, a “Purchaser”, and collectively, the
“Purchasers”). 
  
 WHEREAS:

  
 A. The Company has authorized the issuance of up to
$70,000,000 principal amount of its 5.625% Senior Convertible Notes due 2010 (the “Notes”) pursuant to the Indenture dated of even date herewith (as the same may be amended from time to time, the
“Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), which Notes will, among other things, be convertible into shares of Common Stock (as defined below) (as
converted, the “Conversion Shares”), in accordance with the terms of the Notes and the Indenture. 
  
 B. In connection with the Purchase Agreement by and among the parties hereto of even date herewith (the “Purchase Agreement”), the
Company has agreed, upon the terms and subject to the conditions set forth in the Purchase Agreement, to issue and sell to the Purchasers an aggregate of up to $70,000,000 principal amount of the Notes. 
  
 C. To induce the Purchasers to execute and deliver the Purchase Agreement,
the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and
applicable state securities laws. 
  
 NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Purchasers hereby agree as follows:

  
 1. Definitions. 
  
 Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: 
  
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control
with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person whether through the ownership of voting securities or by
agreement or otherwise. 
  









 “Business Day” means any day other than Saturday, Sunday or any other day on
which commercial banks in The City of New York are authorized or required by law to remain closed. 
  
 “Closing Date” means the date of the initial closing of the sale of the Firm Securities as contemplated by the Purchase Agreement.

  
 “Common Stock” means the common stock,
par value $0.0001 per share, of the Company, as it exists on the date of this Agreement and any other shares of capital stock or other securities of the Company into which such Common Stock may be reclassified or changed, together with any and all
other securities which may from time to time be issuable upon conversion of Notes. 
  
 “Company” has the meaning set forth in the preamble of this Agreement. 
  
 “Conversion Shares” has the meaning set forth in the preamble of this Agreement. 
  
 “Effective Date” means the date the Shelf
Registration Statement has been declared effective by the SEC. 
  
 “Effectiveness Deadline” means the date that is 180 days after the Closing Date. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
  
 “Holder” means a Person
who is a holder or beneficial owner of any Notes or Conversion Shares; provided that, unless otherwise expressly stated herein, only registered holders of Notes or Conversion Shares shall be counted for purposes of calculating any proportion of
holders entitled to take any action or give notice pursuant to this Agreement. 
  
 “Holder Information” with respect to any Holder means information with respect to such Holder required to be included in any Shelf Registration Statement or the related Prospectus pursuant to
the Securities Act and which information is included therein in reliance upon and in conformity with information furnished to the Company in writing by such Holder specifically for inclusion therein. 
  
 “Indenture” has the meaning set forth in the preamble
of this Agreement. 
  
 “Legal Counsel”
means one firm or counsel designated by the Company (and reasonably acceptable to the Purchasers acting on behalf of the Holders) to act as counsel for the Holders in connection therewith, which firm shall be Schulte Roth & Zabel LLP.

  
 “Losses” has the meaning set forth in
Section 5(d) hereof. 
  
 “Majority
Holders” means the Holders of a majority of the then outstanding aggregate principal amount of Notes for which shares of Common Stock issued or issuable upon conversion thereof are being registered under a Shelf Registration Statement;
provided that 

  

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Holders of the shares of Common Stock issued upon conversion of Notes shall be deemed to be Holders of the aggregate principal amount of Notes from which
such Common Stock was converted; and provided further, that shares of Common Stock which have been sold or otherwise transferred pursuant to the Shelf Registration Statement shall not be included in the calculation of Majority Holders. 

 
 “NASD” means the National Association of
Securities Dealers, Inc. 
  
 “Notes” has
the meaning set forth in the preamble of this Agreement. 
  
 “Notice and Questionnaire” means a Selling Securityholder Notice and Questionnaire substantially in the form of Exhibit A attached hereto. 
  
 “Notice Holder” means any Holder of Transfer Restricted Securities that has delivered a properly
completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof. 
  
 “Person” has the meaning set forth in the Indenture. 
  
 “Prospectus” means the prospectus included in any Shelf Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the Conversion Shares covered by such Shelf Registration Statement, and all amendments and supplements to such prospectus, including all documents incorporated or deemed to be
incorporated by reference in such prospectus. 
  
 “Purchase Agreement” has the meaning set forth in the preamble of this Agreement. 
  
 “Purchasers” has the meaning set forth in the preamble of this Agreement. 
  
 “Questionnaire Deadline” has the meaning set forth in
Section 2(b) hereof. 
  
 “Record Holder”
means each Person who is registered on the books of the registrar as the holder of Notes at the close of business on March 15 and September 15 immediately preceding such Registration Default Payments Payment Date. 
  
 “Registration Default” has the meaning set forth in
Section 2(e) hereof. 
  
 “Registration Default
Payments” has the meaning set forth in Section 2(e) hereof. 
  
 “Registration Default Payments Payment Date” means each March 31 and September 30. 
  
 “Rule 144” means Rule 144 under the Securities Act (or any similar provision promulgated by the SEC). 
  

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 “Rule 144A” means Rule 144A under the Securities Act (or any successor provision
promulgated by the SEC). 
  
 “Rule 144(k)”
means Rule 144(k) under the Securities Act (or any successor provision promulgated by the SEC). 
  
 “Rule 415” means Rule 415 under the Securities Act (or any successor provision promulgated by the SEC). 
  
 “SEC” means the Securities and Exchange Commission.

  
 “Securities Act” has the meaning set
forth in the preamble of this Agreement. 
  
 “Shelf
Registration” means a registration effected pursuant to Section 2 hereof. 
  
 “Shelf Registration Period” has the meaning set forth in Section 2(c) hereof. 
  
 “Shelf Registration Statement” means any “shelf” registration statement of the Company filed pursuant to the provisions
of Section 2(a) hereof which covers the Transfer Restricted Securities on Form S-3 or on another appropriate form (as determined by the Company) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 and all amendments and
supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all documents incorporated or deemed to be incorporated by reference therein.

  
 “Suspension Period” has the meaning
set forth in Section 2(d) hereof. 
  
 “Transfer
Restricted Securities” means the Conversion Shares issued or issuable upon conversion of the Notes (and any security issued with respect thereto upon any stock dividend, split or similar event) until the earliest of the date on which
any applicable Conversion Share, or any security issued with respect thereto upon any stock dividend, split or similar event, as the case may be: (i) has been transferred pursuant to a Shelf Registration Statement or another registration statement
covering such Conversion Shares which has been filed with the SEC pursuant to the Securities Act, in either case after such registration statement has become effective and while such registration statement is effective under the Securities Act; (ii)
has been transferred pursuant to Rule 144; (iii) may be sold or transferred pursuant to Rule 144(k); or (iv) ceases to be outstanding. Notwithstanding the foregoing, each Conversion Share issued or issuable upon conversion of the Notes (and any
security issued with respect thereto upon any stock dividend, split or similar event) that has not previously ceased to be a Transfer Restricted Security pursuant to the previous sentence shall cease to be a Transfer Restricted Security on the date
that is two (2) years after the Closing Date. 
  
 “Trustee” has the meaning set forth in the preamble of this Agreement. 
  
 All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” or
“stated” in a Shelf Registration Statement, any preliminary Prospectus or Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information
incorporated 

  

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or deemed to be incorporated by reference in such Shelf Registration Statement, preliminary Prospectus or Prospectus, as the case may be; and all references
in this Agreement to amendments or supplements to a Shelf Registration Statement, any preliminary Prospectus or Prospectus shall be deemed to mean and include any document filed with the SEC under the Exchange Act, after the date of such Shelf
Registration Statement, preliminary Prospectus or Prospectus, as the case may be, which is incorporated or deemed to be incorporated by reference therein. 
  
 2. Shelf Registration Statement. 
  
 a. The Company shall, at its expense, prepare and file with the SEC promptly following the Closing Date a Shelf Registration Statement
with respect to resales of the Transfer Restricted Securities by the Holders from time to time on a delayed or continuous basis pursuant to Rule 415 and in accordance with the methods of distribution set forth in such Shelf Registration Statement
and thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as soon as possible, but no later than the Effectiveness Deadline. The first filing of a Shelf
Registration Statement shall contain the “Selling Securityholders” section in substantially the form attached hereto as Exhibit B. The Company shall supplement or amend a Shelf Registration Statement, including the
“Selling Securityholders” section if required by the rules, regulations or instructions applicable to the registration form used by the Company for a Shelf Registration Statement, or by the Securities Act, the Exchange Act or the
SEC or in response to comments from the Staff of the SEC. 
  
 b. (i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling security holder in the Shelf Registration Statement. A Holder of Transfer
Restricted Securities may include such securities in the Shelf Registration Statement only if the Holder sends by first-class registered mail or by courier with delivery confirmation, a properly completed Notice and Questionnaire to the Company. The
Company shall deliver the Notice and Questionnaire to the Purchasers within five (5) Business Days of the Closing Date. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the Notice and Questionnaire must
be sent on or prior to the 30th Business Day after the date the Notice and Questionnaire is deemed to have been given in accordance with Section 6(c) hereof (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or
prior to the earlier of (x) the 20th Business Day after the completion of the transfer of Transfer Restricted Securities to the transferee and (y) 9:00 a.m., New York time, on the fifth Business Day prior to effectiveness of the Shelf Registration
Statement) (in any case, the “Questionnaire Deadline”). The Company agrees and undertakes that it shall distribute a Notice and Questionnaire (A) no later than 30 Business Days prior to the expected effectiveness of the Shelf
Registration Statement to each Holder in accordance with Section 6(c) hereof, and (B) in the case of a Holder that is a transferee of Notes upon the request of such transferee Holder given in accordance with Section 6(c) hereof, to such Holder at
the address set forth in such request. 
  
 (ii)
Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within ten (10) Business Days after its receipt


  

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thereof, file any amendments to the Shelf Registration Statement or supplements to the related Prospectus as are necessary to permit the Holder to deliver
the Prospectus to purchasers of Transfer Restricted Securities (subject to the right of the Company to suspend the use of the Prospectus as described in Section 2(d) hereof); provided, however, that (i) if a supplement to the related Prospectus is
required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one
(1) such supplement during any twenty (20) day period and (ii) if a post effective amendment to the Shelf Registration Statement is required to permit the Holder (or other Holders not included in the Shelf Registration Statement upon effectiveness)
to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) post-effective amendment to the Shelf Registration Statement in any sixty (60) day period. The Company shall use
its reasonable best efforts to cause any such post-effective amendment to become effective under the Securities Act as promptly as is practicable; provided, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period,
the Company shall not be obligated to amend the Shelf Registration Statement or supplement the Prospectus until the termination of such Suspension Period. 
  
 (iii) Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company (x) such other
information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws and (y) all information required to be disclosed in
order to make the information previously furnished to the Company by such Holder not misleading. 
  
 c. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and
amended under the Securities Act in order to permit the Prospectus forming a part thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders until the earliest to occur of: (i) the last date on which in the opinion of counsel to the
Company the holding period applicable to sales of all Transfer Restricted Securities under Rule 144(k) has expired; (ii) the date as of which all Transfer Restricted Securities have been transferred under Rule 144; and (iii) such date as of which
all Transfer Restricted Securities have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Company will, in order to fulfill its
obligations and this Section 2(c): (x) subject to Section 2(d) and subject to the provisions of Section 2(b)(ii), prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to
keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; (y) subject to Section 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) under the Securities Act; and (z) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Transfer Restricted Securities covered by the Shelf
Registration Statement during the Shelf Registration Period; provided, however, that nothing in this clause (z) shall be deemed to release a Holder from its obligation to comply with all applicable prospectus delivery requirements under the
Securities Act. 
  

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 d. The Company may delay the initial effective date of the Shelf Registration Statement
(provided that the Registration Default Payments set forth in Section 2(e) below shall nonetheless apply from the Effectiveness Deadline) or suspend the availability of the Shelf Registration Statement and the use of any Prospectus (the period
during which the availability of the Shelf Registration Statement and any Prospectus may be suspended herein referred to as the “Suspension Period”), without incurring any obligation to pay Registration Default Payments
Damages pursuant to Section 2(e), for a period not to exceed: (i) 30 consecutive days at any one time; (ii) 45 days in the aggregate in any three-month period; or (iii) 90 days in the aggregate during any 12-month period, in each case only for valid
business reasons, to be determined in good faith by the Company in its reasonable judgment (which shall not include the avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets,
pending corporate developments, public filings with the SEC and similar events; provided, that the Company promptly thereafter complies with the requirements of Section 3(k) hereof, if applicable. The first day of any Suspension Period must be at
least two (2) trading days after the last day of any prior Suspension Period. 
  
 e. The Company and the Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails
to fulfill its obligations under Section 2 hereof. Accordingly, if: (i) the Shelf Registration Statement has not been declared effective by the SEC by the Effectiveness Deadline; or (ii) the Shelf Registration Statement is filed and declared
effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement Shelf Registration Statement filed and declared effective) or usable (including as a result of a Suspension Period) for the offer and sale of
the applicable Transfer Restricted Securities for a period of time (including any Suspension Period) which exceeds: (x) 30 consecutive days at any time; (y) 45 days in the aggregate in any three-month period; or (z) 90 days in the aggregate in any
12-month period (each such event referred to in clauses (i) through (iii), a “Registration Default”), provided that any suspension of the Shelf Registration Statement as a result of the time required by the SEC to declare
effective a post-effective amendment to the Shelf Registration Statement in connection with the Company’s obligation to file such an amendment pursuant to Section 2(b)(ii) hereof shall not be included in the calculation of a Registration
Default; the Company shall pay to each Notice Holder (who is also a Record Holder) during any period in which a Registration Default has occurred or is continuing, as partial relief (which remedy shall not be exclusive of any other remedies
available at law or in equity), at a rate per annum (the “Registration Default Payments”) equal to one-half of one percent (50 basis points) per 30 day period of such Registration Default per $1,000 principal amount of Notes
related to the Transfer Restricted Securities subject to such Shelf Registration Statement for the period up to and including April 1, 2010 during which such Registration Default has occurred and is continuing, it being understood that all
calculations pursuant to this and the preceding sentence shall be carried out to five decimal places. Following the cure of all Registration Defaults, Registration Default Payments will cease to accrue with respect to such Registration Defaults. All
accrued Registration Default Payments shall be paid by the Company on each Registration Default Payments Payment Date in cash to the date of such cure and Registration Default Payments will be calculated on the basis of a 360-day year consisting of
twelve 30-day months. Notwithstanding anything in the Agreement to the contrary, Registration Default Payments shall only be payable to Notice Holders. 
  

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 f. All of the Company’s obligations (including, without limitation, the obligation
to pay Registration Default Payments) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such security shall have been satisfied in full. Notwithstanding the foregoing, no Registration Default Payments shall accrue as to any Transfer Restricted Security from and after the earlier of: (i) the
date such security is no longer a Transfer Restricted Security; and (ii) the expiration of the Shelf Registration Period. 
  
 g. Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee, so long as the Notes
remain outstanding, notice of such commencement or termination of the obligation to pay Registration Default Payments with regard to the Notes, and the amount thereof and of the nature of the default giving rise to such commencement or the event
giving rise to such termination, as the case may be (such notice to be contained in an Officer’s Certificate (as such term is defined in the Indenture)), and prior to receipt of such Officer’s Certificate the Trustee and the transfer and
paying agent shall be entitled to assume that no such commencement or termination has occurred, as the case may be. 
  
 3. Registration Procedures. 
  
 In connection with any Shelf Registration Statement, the following provisions shall apply: 
  
 a. The Company shall: (i) furnish to the Purchasers, within a reasonable period of time, but in any event
within four (4) Business Days, prior to the filing thereof with the SEC to afford the Purchasers and their counsel a reasonable opportunity for review, a copy of the Shelf Registration Statement, and each amendment thereof, and a copy of each
Prospectus, and each amendment or supplement thereto (excluding amendments caused by the filing of a report under the Exchange Act or filed for purposes of filing exhibits to the Shelf Registration Statement), and shall reflect in each such
document, when so filed with the SEC, such comments as the Purchasers may reasonably propose therein; and (ii) include information regarding the Notice Holders and the methods of distribution they have elected for their Transfer Restricted
Securities provided to the Company in Notice and Questionnaires as necessary to permit such distribution by the methods specified therein. 
  
 b. Subject to Section 2(d), the Company shall ensure that: (i) the Shelf Registration Statement and any amendment thereto and any
Prospectus forming a part thereof and any amendment or supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder; (ii) the Shelf Registration Statement and any amendment thereto does not,
when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) any Prospectus forming a part of the Shelf
Registration Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that the Company makes no representation with respect to any Holder Information. 
  

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 c. The Company, as promptly as reasonably practicable (but in any event within two
Business Days), shall notify the Purchasers and each Notice Holder: 
  
 (i) when any Prospectus or any supplement thereto has been filed with the SEC and when the Shelf Registration Statement or any post-effective amendment thereto has become effective; 
  
 (ii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of the Shelf Registration Statement or of any order preventing or suspending the use of any Prospectus or the initiation or threat of any proceedings for that purpose;

  
 (iii) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption from qualification of the Transfer Restricted Securities included in any Shelf Registration Statement for sale in any jurisdiction or the initiation or threat of any
proceeding for that purpose; 
  
 (iv) of the
occurrence of, but not the nature of or details concerning, any event or the existence of any condition that requires the making of any changes in the Shelf Registration Statement or the Prospectus or any document incorporated by reference therein
so that, as of such date, the statements therein are not misleading and the Shelf Registration Statement or the Prospectus or any document incorporated by reference therein, as the case may be, does not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; 
  
 (v) of the Company’s determination that a
post-effective amendment to the Shelf Registration Statement is necessary (other than a post-effective amendment pursuant to Section 2(b)(ii)); and 
  
 (vi) of the commencement (including as a result of any of the events or circumstances described in paragraph (ii) above) and termination
of any Suspension Period. 
  
 d. The Company
shall use its reasonable best efforts to obtain: (i) the withdrawal of any order suspending the effectiveness of any Shelf Registration Statement and the use of any related Prospectus; and (ii) the lifting of any suspension of the qualification (or
exemption from qualification) of any of the Transfer Restricted Securities for offer or sale in any jurisdiction in which they have been qualified for sale, in each case at the earliest possible time, and shall provide notice to each Notice Holder
and the Purchasers of the withdrawal of any such orders or suspensions. 
  
 e. The Company shall promptly furnish to the Purchasers (and, upon written request from any Notice Holder to such Notice Holder), without charge, (i) at least one copy of the Shelf Registration Statement and any
post-effective amendment thereto, excluding all documents incorporated or deemed to be incorporated therein by reference and all exhibits thereto, (ii) promptly after the same is prepared and filed with the SEC, one copy of the Shelf Registration
Statement and any amendment(s) thereto, including financial statements and 

  

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schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness of the Shelf
Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. 
  
 f. The Company shall promptly furnish to the Legal Counsel copies of any correspondence from the SEC or the staff of the SEC to the
Company or its representatives relating to any Shelf Registration Statement; provided, that such correspondence shall not be furnished to any Purchaser unless such Purchaser agrees to keep confidential any information regarding such correspondence.

  
 g. The Company shall, during the Shelf
Registration Period, promptly deliver to the Purchasers and each Notice Holder, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in the Shelf Registration Statement, and any amendment or supplement
thereto, as such person may reasonably request and except as provided in Sections 2(e) and 3(p) hereof; and the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders in connection
with the offering and sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto. 
  
 h. The Company shall submit to the SEC, within two (2) Business Days after the Company learns that no review of the Shelf Registration
Statement will be made by the staff of the SEC or that the staff has no further comments on the Shelf Registration Statement, as the case may be, a request for acceleration of effectiveness of the Shelf Registration Statement to a time and date not
later than 48 hours after the submission of such request. 
  
 i. Prior to any offering of Transfer Restricted Securities pursuant to any Shelf Registration Statement, the Company shall register or qualify or cooperate with the Notice Holders and their respective counsel in
connection with the registration or qualification (or exemption from such registration or qualification) of such Transfer Restricted Securities for offer and sale, under the securities or blue sky laws of such jurisdictions within the United States
as any such Notice Holders reasonably request and shall maintain such qualification in effect so long as required and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Transfer
Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company will not be required to: (i) qualify generally to do business as a foreign corporation or as a dealer in securities in any jurisdiction where it
is not then so qualified or; (ii) take any action which would subject it to service of process or taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject. 
  
 j. If the Transfer Restricted Securities are in certificated
form, the Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities sold pursuant to the Shelf Registration Statement free of any restrictive legends at
least two (2) Business Days prior to settlement of sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement. 
  
 k. Subject to the exceptions contained in (i) and (ii) of Section 3(i) above, the Company shall use its reasonable best efforts to cause
the Transfer Restricted Securities 

  

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covered by the Shelf Registration Statement to be registered with or approved by such other federal, state and local governmental agencies or authorities,
and self-regulatory organizations in the United States as may be necessary to enable the Holders to consummate the disposition of such Transfer Restricted Securities as contemplated by the Shelf Registration Statement; without limitation to the
foregoing, the Company shall provide all such information as may be required by the NASD in connection with the offering under the Shelf Registration Statement of the Transfer Restricted Securities. 
  
 l. Upon the occurrence of any event described in Section
3(c)(iv) or 3(c)(v) hereof, the Company shall promptly prepare and file with the SEC a post-effective amendment to the Shelf Registration Statement, or an amendment or supplement to the related Prospectus, or any document incorporated therein by
reference, or file a document which is incorporated or deemed to be incorporated by reference in the Shelf Registration Statement or Prospectus, as the case may be, so that, as thereafter delivered to purchasers of the Transfer Restricted Securities
included therein, the Shelf Registration Statement and the Prospectus, in each case as then amended or supplemented, will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading and, in the case of a post-effective amendment, use its reasonable best efforts to cause
it to become effective as promptly as practicable; provided that the Company’s obligations under this paragraph (k) shall be suspended if the Company has suspended the use of the Prospectus in accordance with Section 2(c) hereof and given
notice of such suspension to Notice Holders, it being understood that the Company’s obligations under this Section 3(l) shall be automatically reinstated at the end of such Suspension Period. 
  
 m. The Company shall use its reasonable best efforts to
comply with all applicable rules and regulations of the SEC and shall make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated by the SEC
thereunder (or any similar rule promulgated under the Securities Act) for a 12-month period commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of the Shelf Registration Statement or each
post-effective amendment to the Shelf Registration Statement, which such statements shall be made available no later than 45 days after the end of the 12-month period or 90 days after the end of the 12-month period, if the 12-month period coincides
with the fiscal year of the Company. 
  
 n. The
Company shall cause all shares of Common Stock issuable upon conversion of the Notes to be reserved for listing on each securities exchange or quotation system on which the Common Stock is then listed no later than the date the Shelf Registration
Statement is declared effective and, shall cause all Common Stock to be so listed when issued, and, in connection therewith, to make such filings as may be required under the Exchange Act and to have such filings declared effective as and when
required thereunder. 
  
 o. If reasonably
requested in writing in connection with any disposition of Transfer Restricted Securities pursuant to a Shelf Registration Statement, make reasonably available for inspection during normal business hours by a representative for the Notice Holders of
such Transfer Restricted Securities and any broker-dealers, attorneys and accountants retained 

  

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by such Notice Holders, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause
the appropriate executive officers, directors and designated employees of the Company and its subsidiaries to make reasonably available for inspection during normal business hours all relevant information reasonably requested by such representative
for the Notice Holders or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar “due diligence” examinations; provided, however, that any information that is
designated by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Persons, unless disclosure thereof is made in connection with a court, administrative or regulatory proceeding
or required by law, or such information has become available to the public generally through the Company or through a third party without an accompanying obligation of confidentiality. 
  
 p. Each Notice Holder agrees that, upon receipt of notice of the happening of an event described in Sections
3(c)(ii) through and including 3(c)(vi), it shall forthwith discontinue (and shall cause its agents and representatives to discontinue) disposition of Transfer Restricted Securities and will not resume disposition of Transfer Restricted Securities
until such Holder has received copies of an amended or supplemented Prospectus contemplated by Section 3(l) hereof, or until such Notice Holder is advised in writing by the Company that the use of the Prospectus may be resumed or that the relevant
Suspension Period has been terminated, as the case may be, provided that the foregoing shall not prevent the sale, transfer or other disposition of Transfer Restricted Securities by a Holder in a transaction which is exempt from, or not subject to,
the registration requirements of the Securities Act, so long as such Holder does not and is not required to deliver the Prospectus or Shelf Registration Statement in connection with such sale, transfer or other disposition, as the case may be; and
provided, further, that the provisions of this Section 3(p) shall not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Registration Default Payments. . 
  
 q. The Company shall use its reasonable best efforts to take
all other steps necessary to effect the registration of the Notes covered by the Shelf Registration Statement contemplated hereby. 
  
 4. Registration Expenses. 
  
 The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Sections 2 and 3 hereof and shall
reimburse the Holders for the reasonable fees and disbursements of the Legal Counsel not to exceed $100,000 in the aggregate, when taken together with the fees described in Section 5(c) of the Purchase Agreement. Such fees and expenses shall
include, without limitation: (i) all registration and filing fees and expenses (including filings made with the NASD); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of
printing (including printing of Prospectuses and certificates for the Common Stock to be issued upon conversion of the Notes) and the Company’s expenses for messenger and delivery services and telephone; (iv) all fees and disbursements of
counsel to the Company; (v) all application and filing fees in connection with listing (or authorizing for quotation) the Common Stock on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all
fees and disbursements of independent certified public accountants of the Company. 

  

 12 








 
The Company shall bear its internal expenses (including, without limitation, all salaries and expenses of their officers and employees performing legal,
accounting or other duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company. Notwithstanding the provisions of this Section 4, each Holder shall bear the expense of any
broker’s commission, agency fee and underwriter’s discount or commission, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to the Shelf Registration Statement. 
  
 5. Indemnification and Contribution. 
  
 a. The Company agrees to indemnify and hold harmless each
Holder of Transfer Restricted Securities covered by the Shelf Registration Statement, its directors, officers, partners, members and employees and each Person, if any, who controls any such Holder within the meaning of either the Securities Act or
the Exchange Act (collectively referred to for purposes of this Section 5 as a “Holder”) against any losses, claims, damages or liabilities, joint or several, or actions in respect thereof, to which any of them may become
subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration
Statement, or in any Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein (in the case of any
Prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such party for any legal expenses of one counsel (in addition to any local counsel) or other expenses reasonably incurred by such party
in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that: (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon Holder Information; and (ii) with respect to any untrue statement or omission of material fact made in the Shelf Registration Statement, or in any Prospectus, the indemnity agreement contained in this Section 5(a) shall not
inure to the benefit of a Holder from whom the Person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of such Holder occurs under the circumstance
where it shall have been established that: (w) the Company had previously furnished copies of the Prospectus, and any amendments and supplements thereto, to such Holder; (x) delivery of the Prospectus, and any amendment or supplements thereto, was
required by the Securities Act to be made to such Holder; (y) the untrue statement or omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and (z) there was not sent or given to such Person, at
or prior to the written confirmation of the sale of such securities to such Person, a copy of such amendments or supplements to the Prospectus. This indemnity agreement will be in addition to any liability that the Company may otherwise have. This
indemnity agreement will not apply to any loss, damage, expense, liability or claim arising from an offer or sale, occurring during a Suspension Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the
Company of the commencement of the Suspension Period pursuant to Section 3(c)(vi). 
  
 b. Each Holder, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors and officers and each
Person, if any, who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the same 

  

 13 








 
extent as the foregoing indemnity from the Company to the Holders and agrees to reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any loss, claim, damage, liability or action, but only with reference to Holder Information supplied by such Holder. In no event shall any Holder, its directors,
officers, partners, members or employees or any Person, if any, who controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement exceeds: (i) the amount paid by such Holder for such Transfer Restricted Securities; plus (ii) the amount of any damages that such Holder, its directors, officers or any Person who
controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 
  
 c. Promptly after receipt by an indemnified party under this Section 5 of notice of any claim or the commencement of any action or
proceeding (including any governmental investigation), such indemnified party will, if a claim for indemnification in respect thereof is to be made against the indemnifying party under Section 5(a) or 5(b) hereof, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party to the extent it is not materially prejudiced as a result thereof and in any
event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In case any such action or proceeding is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein (jointly with any other indemnifying party similarly notified), and to the extent that it may elect, by written notice, delivered to such indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants (including any impleaded parties) in any such
action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded, upon advice of counsel, that there may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to each select one separate counsel to defend such action on behalf of such indemnified party or parties. Upon receipt
of notice from the indemnifying party to such indemnified party of its election so to appoint counsel to defend such action and approval by the indemnified party of such counsel, the indemnifying party will not be liable to such indemnified party
under this Section 5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless: (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the
preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expense of more than one separate counsel (in addition to any local counsel), approved by the Holders in the case of paragraph (a) of this
Section 5, representing the indemnified parties under such paragraph (a) who are parties to such action); (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice or commencement of the action; (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; or (iv) the use of counsel chosen by the
indemnifying party to represent the indemnified party would, upon the advice of counsel, present such counsel with a conflict of interest. An indemnifying party will 

  

 14 








 
not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. Subject to the provisions of the immediately following sentence, no indemnifying party shall
be liable for any settlement, compromise or the consent to the entry of judgment in connection with any such action effected without its written consent, but if settled with its written consent or if there be a final judgment for the plaintiff in
any such action other than a judgment entered with the consent of such indemnified party, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or
judgment. If at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for reasonable fees and expenses of counsel previously incurred as contemplated by this Section 5(c), with such amount not
being disputed in good faith by the indemnifying party, and to which it would be entitled under Section 5(a) or 5(b) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written
consent if: (x) such settlement is entered into more than 60 days after receipt by such indemnifying party of such request for reimbursement, (y) such indemnifying party shall have received notice of the terms of such settlement at least 45 days
prior to such settlement being entered into and such settlement is entered into on such terms and (z) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

  
 d. In the event that the indemnity provided
in paragraph (a) or (b) of this Section 5 is unavailable to or insufficient to hold harmless an indemnified party for any reason, each indemnifying party agrees to contribute to the aggregate losses, claims, damages and liabilities (including legal
or other expenses reasonably incurred in connection with investigating or defending same) (collectively, “Losses”) to which the indemnified party may be subject in such proportion as is appropriate to reflect the relative
benefits received by the Company from the sale of the Notes, on the one hand, and a Holder with respect to the sale by such Holder of Notes or Common Stock, on the other hand; provided, however, that in no case shall an indemnifying party that is a
Holder be responsible for any amount in excess of the total price at which the Transfer Restricted Securities are sold by such Holder to a purchaser. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the
Company and such Holder shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of such Holder on the other in connection with the statements or
omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Holder on the other shall be deemed to be in the same respective proportions as
the total net proceeds from the sale of the Notes (before deducting expenses) received by or on behalf of the Company, on the one hand, and the amount of proceeds received by such Holder with respect to its sale of Transfer Restricted Securities
under the Shelf Registration Statement, on the other hand. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information provided by the Company on the one hand or relates to Holder Information supplied by such Holder, on the 

  

 15 








 
other, the intent of the parties and their relative knowledge, information and opportunity to correct or prevent such untrue statement or omission. The
parties agree that it would not be just and equitable if contribution pursuant to this paragraph (d) were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to
above. Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 5(d), each Person who controls such Holder within the meaning of either the Securities Act or the Exchange Act shall have the same rights to contribution as such Holder, and each Person who
controls the Company within the meaning of either the Securities Act or the Exchange Act shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). 
  
 e. The provisions of this Section 5 will remain in full
force and effect, regardless of any investigation made by or on behalf of any Holder, any underwriter or the Company or any of the officers, directors or controlling Persons referred to in Section 5 hereof, and will survive the sale by a Holder of
Transfer Restricted Securities covered by a Shelf Registration Statement. 
  
 f. Rules 144 and 144A. The Company covenants that it shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner so long
as the Transfer Restricted Securities remain outstanding. If at any time the Company is not required to file such reports, it will, upon request of any Holder or beneficial owner of Transfer Restricted Securities, make available such information
necessary to permit sales pursuant to Rule 144A. The Company further covenants that, for as long as any Transfer Restricted Securities remain outstanding, it will take such further action as any Holder of Transfer Restricted Securities may
reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A.
Upon the written request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. 
  
 6. Miscellaneous. 
  
 a. No Inconsistent Agreements. The Company has not,
as of the date hereof, entered into nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions
hereof. In addition, the Company shall not grant to any of its Noteholders (other than the Holders of Transfer Restricted Securities in such capacity) the right to include any of its securities in the Shelf Registration Statement provided for in
this Agreement other than the Transfer Restricted Securities. 
  
 b. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be 

  

 16 








 
given, unless the Company consents in writing and the Company has obtained the written consent of at least the Majority Holders; provided that with respect
to any matter that directly or indirectly affects the rights of the Purchasers hereunder, the Company shall obtain the written consent of the Purchasers against which such amendment, qualification, supplement, waiver or consent is to be effective.
Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being sold
pursuant to a Shelf Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders. 
  
 c. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telecopier, or air courier guaranteeing overnight delivery: 
  
 (i) if to the Purchasers, initially at their address set forth in the Purchase Agreement; 
  
 (ii) if to any other Holder, at the most current address of such Holder maintained by the Registrar under the Indenture or the registrar
of the Common Stock (provided that while the Notes or the Common Stock are in book-entry form, notice to the Trustee shall serve as notice to the Holders), or, in the case of the Notice Holder, the address set forth in its Notice and Questionnaire;

  
 (iii) if to the Company, to: 
  
 Lexar Media, Inc. 
 47300 Bayside Parkway 
 Fremont, California 94538 
 Telephone: (510) 413-1200 
 Facsimile: (510) 440-3499 
 Attention: General Counsel 
  
 with a copy to: 
  
 Fenwick & West, LLC 
 Silicon Valley Center 
 801 California Street 
 Mountain View, California 94041 
 Telephone: (650) 988-8500 
 Facsimile: (650) 938-5200 
 Attention: Dennis R. DeBroeck, Esq. 
  
 (iv) if to Legal Counsel, to: 
  
 Schulte Roth & Zabel LLP 
 919 Third Avenue 
 New York, New York 10022 
 Telephone: (212) 756-2000 
 Facsimile: (212) 593-5955 
 Attention: Eleazer Klein, Esq. 
  

 17 








 All such notices and communications shall be deemed to have been duly given when received, if delivered
by hand or air courier, and when sent, if sent by first-class mail or telecopier. 
  
 The Purchasers or the Company by notice to the other may designate additional or different addresses for subsequent notices or communications. 
  
 d. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Company thereto, subsequent Holders. The Company hereby agrees to extend the benefits of this Agreement to any Holder and
underwriter and any such Holder and underwriter may specifically enforce the provisions of this Agreement as if an original party hereto. In the event that any other Person shall succeed to the Company under the Indenture, then such successor shall
enter into an agreement, in form and substance reasonably satisfactory to the Purchasers, whereby such successor shall assume all of the Company’s obligations under this Agreement. 
  
 e. Counterparts. This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
  
 f. Headings. The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof. 
  
 g.
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. 

  

 18 








 
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 
  
 h. Severability. In the event that any one of more of the provisions contained herein, or the
application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall
not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 
  
 i. Notes Held by the Company, Etc. Whenever the consent or approval of Holders of a specified
percentage of principal amount of Notes or the shares of Common Stock issuable upon conversion thereof is required hereunder, Notes or the shares of Common Stock issued upon conversion thereof held by the Company or its Affiliates (other than
subsequent Holders of Notes or the Common Stock issued upon conversion thereof if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage. 
  
 j. Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Shelf Registration Period, except for any liabilities or obligations under Section 2(d), 4 or 5.

  
 k. Independent Nature of Purchasers’
Obligations and Rights. The obligations of each Purchaser under any Transaction Document (as defined in the Purchase Agreement) are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any
way for the performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by the Transaction Documents and the Company acknowledges that the Purchasers are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser
confirms that it is not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents and it has independently participated in the negotiation of the transaction contemplated hereby
with the advice of its own counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and
it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. 
  

 19 








 IN WITNESS WHEREOF, each Purchaser and the Company have caused their respective signature page to
this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	COMPANY:
	
	LEXAR MEDIA, INC.
		
	By:	 	 /s/ Brian T. McGee

	 	 	 Name: Brian T. McGee

	 	 	 Title: Vice President, Finance and Chief Financial Officer



  









 IN WITNESS WHEREOF, each Purchaser and the Company have caused their respective signature page to
this Registration Rights Agreement to be duly executed as of the date first written above. 
  

					
	PURCHASERS:
	
	HIGHBRIDGE INTERNATIONAL LLC
	
	By: HIGHBRIDGE CAPITAL MANAGEMENT, LLC
		
	By:	 	/s/ Adam J. Chill
	 	 	 Name:
	 	 Adam J. Chill

	 	 	 Title:
	 	 Managing Director



  









 N WITNESS WHEREOF, each Purchaser and the Company have caused their respective signature page to
this Registration Rights Agreement to be duly executed as of the date first written above. 
  

					
	PURCHASERS:
	
	AMPHORA LIMITED
	
	 By: AMARANTH ADVISORS L.L.C.,
 Its Trading Advisor

		
	By:	 	/s/ Karl J. Wachter
	 	 	 Name:
	 	 Karl J. Wachter

	 	 	 Title:
	 	 Authorized Signatory



  









  
 Exhibit A 

 
 QUESTIONNAIRE 
  

					
	1.	  	(a)	 	Full Legal Name of Selling Securityholder:
			
	 	  	 	 	 
			
	 	  	(b)	 	Full Legal Name of Registered Holder (if not the same as (a) above) through which Transfer Restricted Securities Listed in Item 3 below are held:
			
	 	  	 	 	 
			
	 	  	(c)	 	Full Legal Name of DTC participant (if applicable and if not the same as (b) above) through which Transfer Restricted Securities listed in Item 3 below are held:
			
	 	  	 	 	 
		
	2.	  	Address for Notices to Selling Securityholder:
	
	 
	
	 
	
	 
		
	Telephone:	 	 
		
	Fax:	 	 
	
	Contact Person: ______________________________________________________________________________________________
		
	3.	  	Beneficial Ownership of Transfer Restricted Securities:
			
	 	  	(a)	 	Amount of Transfer Restricted Securities beneficially owned:
			
	 	  	 	 	 
			
	 	  	 	 	 
		
	4.	  	Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.
		
	 	  	Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Transfer Restricted Securities
listed above in Item 3.









					
	 	  	(a)	 	Type and Amount of Other Securities beneficially owned by the Selling Securityholder:
			
	 	  	 	 	 
			
	 	  	 	 	 
			
	 	  	(b)	 	CUSIP No(s). of such Other Securities beneficially owned:
			
	 	  	 	 	 
			
	 	  	 	 	 
		
	5.	  	Relationships with the Company:
		
	 	  	Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
		
	 	  	State any exceptions here:
		
	 	  	 
		
	 	  	 
		
	6.	  	Broker-Dealers and their Affiliates
			
	 	  	(a)	 	Is the Selling Securityholder a broker-dealer or an affiliate of a broker-dealer:
		
	 	  	Yes _____                          No _____
		
	 	  	If so, please answer the remaining question in this section.
			
	 	  	(i)	 	Please advise whether the notes were received by the Selling Securityholder as compensation for investment banking services or as investment shares, and if so please describe the
circumstances.
		
	 	  	Note that in general we may be required to identify any registered broker-dealer as an underwriter in the prospectus.
			
	 	  	(ii)	 	Except as set forth below, if the Selling Securityholder is a registered broker-dealer, the Selling Securityholder does not plan to make a market in the Transfer Restricted Securities. If the
Selling Securityholder plans to make a market in the Transfer Restricted Securities, please indicate whether the Selling Securityholder plans to use the prospectus relating to the Transfer Restricted Securities as a market-making
prospectus.









	 	(b)	Affiliation with Broker-Dealers 

  
 Is the Selling Securityholder an affiliate1 of a registered broker-dealer? 
  
 Yes
                         No          
  
 If so, please answer the remaining question in this section. 
  

	 	(i)	Please describe the affiliation between the Selling Securityholder and any registered broker-dealer. 

  

	 	(ii)	If the notes were purchased by the Selling Securityholder other than in the ordinary course of business, please describe the circumstances. 

  

	 	(iii)	Please advise whether the notes were received by the Selling Securityholder as compensation for investment banking services or as investment shares, and if so please describe the
circumstances. 

  

	 	(iv)	If the Selling Securityholder, at the time of its purchase of Transfer Restricted Securities, had any agreements or understandings, directly or indirectly, with any person to
distribute the Transfer Restricted Securities, please describe such agreements or undertakings. 

  
 Note that if the Selling Securityholder is an affiliate of a broker-dealer and did not purchase its notes in the ordinary course of business or at the
time of the purchase had any agreements or understandings, directly or indirectly, to distribute the securities, we may be required to identify the Selling Securityholder as an underwriter in the prospectus. 
  

	 	(c)	Beneficial Ownership by Natural Persons: 

  
 Is the Selling Securityholder is an entity, does any natural person having voting or investing power over the Transfer Restricted Securities held by the
Selling Securityholder?2 
  
 If so, please state the person’s or persons’ name(s): 
  

	7.	Beneficial Ownership by Natural Persons or by a Board or Committee 



	1	An “affiliate” of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person or entity specified. 

  

	2	Please answer “Yes” if any natural person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or
shares: (a) voting power which includes the power to vote, or to direct the voting of, such security; and/or, (b) investment power which includes the power to dispose, or to direct the disposition of, the Transfer Restricted Securities held by the
Selling Securityholder. 








 Is the Selling Securityholder a reporting entity with the Securities and Exchange Commission? 

 
 If the Selling Securityholder is a majority owned subsidiary of a
reporting entity, identify the majority stockholder that is a reporting entity. 
  
 Yes                          No         

  
 If No, please answer the remaining questions in this section.

  

	 	(i)	Please name the natural person or person(s) having voting and/or investment control over the Selling Securityholder.3 

  

	 	(ii)	If the voting and/or investment control over the Selling Securityholder is held by board or committee, please state the name of the natural person or person(s) on such board or
committee. 

  

	8.	Plan of Distribution: 

  
 Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in
Item 3 pursuant to the Shelf Registration Statement only as follows (if at all): Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the
Transfer Restricted Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agents’ commissions. Such Transfer Restricted Securities may be
sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or
block transactions, 
  

	 	•	 	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; 

  

	 	•	 	in the over-the-counter market; 

  

	 	•	 	in transactions otherwise than on these exchanges or systems or in the over-the-counter market; 



	3	Please include any natural person that, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (a)
voting power which includes the power to vote, or to direct the voting of, such security; and/or, (b) investment power which includes the power to dispose, or to direct the disposition of, the Transfer Restricted Securities held by the Selling
Securityholder. 









	 	•	 	through the writing of options, whether such options are listed on an options exchange or otherwise; 

  

	 	•	 	in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; 

  

	 	•	 	in block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;


  

	 	•	 	in purchases by a broker-dealer as principal and resale by the broker-dealer for its account; 

  

	 	•	 	in an exchange distribution in accordance with the rules of the applicable exchange; 

  

	 	•	 	in privately negotiated transactions; 

  

	 	•	 	in short sales; 

  

	 	•	 	in sales pursuant to Rule 144; 

  

	 	•	 	in which broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share; 

  

	 	•	 	in a combination of any such methods of sale; and 

  

	 	•	 	in any other method permitted pursuant to applicable law. 

  
 State any exceptions here: 
  
 __________________________________________________________________________________________________ 
  
 __________________________________________________________________________________________________ 
  
 Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior written agreement of the Company. 
  
 The undersigned acknowledges its obligation to comply with the provisions of the Exchange Act
and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Registration Rights Agreement.
The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. 
  
 The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth
therein. 
  
 Pursuant to the Registration Rights Agreement, the Company has agreed
under certain circumstances to indemnify the Selling Securityholder against certain liabilities. 







 In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information
as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any
time while the Shelf Registration Statement remains effective. 
  
 All notices
hereunder and pursuant to the Registration Rights Agreement shall be made in writing by hand delivery, first class mail or air courier guaranteeing overnight delivery to the address set forth below. 
  
 By signing below, the undersigned consents to the disclosure of the information contained
herein in its answers to Items 1 through 6 and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with
the preparation or amendment of the Shelf Registration Statement and the related prospectus. 
  
 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be
binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Securityholder with respect to the Transfer Restricted Securities
beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of the State of New York. 







 IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and
delivered either in person or by its duly authorized agent. 
  

									
					
	 Dated:
	 	 	 	 	 	 Beneficial Owner:
	 	 
					
	 	 	 	 	 	 	 By:
	 	 
					
	 	 	 	 	 	 	 Name:
	 	 
					
	 	 	 	 	 	 	 Title:
	 	 

  
 PLEASE RETURN THE
COMPLETED AND EXECUTED NOTICE AND 
 QUESTIONNAIRE TO LEXAR MEDIA, INC. 
  
 Lexar Media, Inc. 
 47300 Bayside Parkway 
 Fremont, California 94538 
 Attention: General Counsel 







  
 EXHIBIT B 

 
 SELLING STOCKHOLDERS