*** ***

**M-SYSTEMS FLASH DISK PIONEERS LIMITED**

 

 

ORDINARY SHARESPURCHASE AGREEMENT

 

 

Date:  July 15, 2003

 

 

To:    ToshibaCorporation (the "Purchaser")

1-1 Shibaura1-chome

Minato-ku, Tokyo105-8001

Japan 

Dear Sirs,

M-Systems Flash Disk Pioneers Limited (the "Company")proposes to issue and sell to the Purchaser 330,811 of the Company`s OrdinaryShares (the "Shares"), nominal value 0.001 New Israeli Shekel per share("Ordinary Shares"), at a purchase price per share of $12.0915 (based on theaverage closing price of the Company`s Ordinary Shares on The NASDAQ NationalMarket for the 20 consecutive trading days through and including the lasttrading day prior to the date hereof), for an aggregate investment amount ofFour Million U.S. Dollars ($4,000,000) (the "Purchase Price").

In reference to the foregoing, the Company and thePurchaser (the "Parties") hereby agree as follows:

# 1.*                 *Sale and Purchase of the Shares.  On the basisof the representations, warranties and agreements contained in, and subject tothe terms and conditions of, this Ordinary Shares Purchase Agreement (this"Agreement"), the Company agrees to issue and sell to the Purchaser, and thePurchaser agrees to purchase from the Company, the Shares for the PurchasePrice.  

# 2.*                 *Closing; Delivery and Payment; Stock Certificate. 

## (a)*         *The closing of the transactions contemplated hereby (the"Closing") shall take place on July 31, 2003 at the offices of Meitar,Liquornik, Geva & Co., 16 Abba Hillel Silver Road, Ramat Gan 52506, Israel,or at such other time and place as agreed by the Parties.  The dateand time of the Closing are referred to herein as the "Closing Date". 

**_1_** 

## (b)*        *At the Closing, the Purchaser will pay to the Company thePurchase Price and the Company shall deliver the Shares to the Purchaser.  Paymentof the Purchase Price shall be made by wire transfer to the following Israelibank account of the Company:  M-Systems Flash Disk Pioneers Limited,Bank Leumi - 10, Branch - 800, Account # 716100/21.  The Companyshall deliver to the Purchaser at the Closing a stock certificate(bearing the legend set forth in Section 7(f) below) covering the Sharespurchased hereunder.

# 3.*                 *Offering of Shares.  The Shares will beoffered and sold to the Purchaser without being registered under the SecuritiesAct of 1933, as amended (the "Securities Act"), in reliance on availableexemptions therefrom.  

# 4.*                 *Closing Conditions.  

## (a)*         *Each Party`s obligations to consummate the purchase andsale of the Shares at the Closing as provided hereunder shall be subject to thesatisfaction (or waiver by the applicable Party) of each of the conditionsprecedent set forth in this Section 4(a).

### (i)*                 *The representations and warranties of the other Partycontained herein that are subject to materiality qualifications shall be trueand correct at the Closing Date with the same effect as though made at theClosing Date, and the representations and warranties of the other Partycontained herein that are not subject to such qualifications shall be true andcorrect in all material respects at the Closing Date with the same effect asthough made at the Closing Date.

### (ii)*               *The other Party shall have performed in all materialrespects all obligations and complied in all material respects with all covenantsand agreements required by this Agreement to be performed or complied with bythe other Party at or prior to the Closing Date.

### (iii)*              *No actions, claims or proceedings pertaining to thetransactions contemplated by this Agreement or their consummation shall bepending or threatened.

### (iv)*             *No legal requirement shall be in effect which prohibits orrestricts the transactions contemplated by this Agreement or theirconsummation.

 

 

 

**_2_** 

## (b)*        *In addition to the conditions set forth in Section 4(a),the Purchaser`s obligations to purchase the Shares at the Closing as providedhereunder shall be subject to the satisfaction (or waiver by the Purchaser) ofeach of the conditions precedent set forth in this Section4(b).

### (i)*                 *All material consents or approvals required to consummatethe Closing shall have been made or obtained in form and substance reasonablysatisfactory to the Purchaser. 

### (ii)*               *The Purchaser shall have received an official [***], in substantiallythe form attached as Exhibit 4(b)(ii) hereof.  

# 5.*                 *Obtaining Approvals.  From thedate of this Agreement through the Closing Date, theCompany shall use its commercially reasonable efforts to obtain all consentsand approvals (including the [***]) necessary to consummate the transactionscontemplated hereby to occur at the Closing.

# 6.*                 *Representations and Warranties of the Company.  TheCompany hereby represents and warrants to the Purchaser as follows:

## (a)*         *The Company has been duly incorporated and is validlyexisting under the laws of the State of Israel. 

## (b)*        *All necessary corporate action has been duly and validlytaken to authorize the execution, delivery and performance of this Agreement bythe Company.  This Agreement has been duly and validly authorized,executed and delivered by the Company and constitutes the legal, valid andbinding obligation of the Company, enforceable against the Company inaccordance with its terms, except as the enforceability thereof may be limitedby bankruptcy, insolvency, reorganization, moratorium or other similar lawsaffecting the enforcement of creditors` rights generally and by generalequitable principles. 

## (c)*         *No consent or approval of or filing with any governmentalauthority or other person or entity is required by the Company for theconsummation of the issuance and sale of the Shares hereunder.  Theissuance and sale of the Shares hereunder will not conflict with or result in abreach or violation of (i) the organizational documents of the Company,(ii) any material contract, agreement, consent or approval to which theCompany or any of its subsidiaries is a party or is otherwise bound, or(iii) any legal requirement, except in the case of clauses (ii) and (iii)for any matters that (singly or in the aggregate) would not have a materialadverse effect on the financial condition, earnings, operations, business oraffairs of the Company and its subsidiaries, taken as a whole (a "MaterialAdverse Effect").

**_3_** 

## (d)*        *As of July 15, 2003, the Company`s authorizedcapital stock consisted of 100,000,000 Ordinary Shares, of which 28,295,259were issued and outstanding and 5,059,884 were issuable pursuant to outstandingoptions, warrants, conversion rights or other outstanding rights to acquireOrdinary Shares.  Upon issuance to the Purchaser at Closing inaccordance with the terms hereof, the Shares will be duly and validlyauthorized and issued, fully paid and nonassessable.

## (e)*         *The Shares have been approved for quotation on The NASDAQNational Market.  

## (f)*          *The Company`s Annual Report on Form 20-F for the fiscalyear ended December 31, 2002, the Company`s Form 6-K for the fiscal periodended March 31, 2003, and all other documents filed or required to be filed bythe Company with the Securities and Exchange Commission (the "Commission")pursuant to the Securities Exchange Act of 1934, as amended (the "ExchangeAct") since December 31, 2002 (such documents are hereinafter referred to asthe "Exchange Act Documents") were filed in a timely manner and, when they werefiled (or, if any amendment with respect to any such document was filed, whensuch amendment was filed), conformed in all material respects to therequirements of the Exchange Act and the rules and regulations thereunder, anddid not contain any untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary to make the statementstherein, in light of the circumstances under which they were made, notmisleading.  

## (g)*         *The audited financial statements and unaudited interimfinancial statements of the Company included or incorporated by reference inthe Exchange Act Documents were prepared in accordance with U.S. generallyaccepted accounting principles applied on a consistent basis (except as may beindicated therein or in the notes thereto), and fairly present the financialcondition, results of operation and cash flows of the Company and itsconsolidated subsidiaries as of the dates and for the periods covered by suchfinancial statements.

## (h)*         *Except as disclosed in the Exchange Act Documents, sinceDecember 31, 2002, no event or circumstance has occurred or arisen that (singlyor in the aggregate) has had or would reasonably be expected to have a MaterialAdverse Effect.

## (i)*           *Except as set forth in the Exchange Act Documents andexcept for any matters that (singly or in the aggregate) would not have aMaterial Adverse Effect, and to the Company`s knowledge, (i) the Company andits subsidiaries own all intellectual property and/or rights therein necessaryfor the conduct of their business, and (ii) the Company and itssubsidiaries are not infringing upon or otherwise in violation of anyintellectual property rights of others.

**_4_** 

# 7.*                 *Representations and Warranties of the Purchaser.  ThePurchaser hereby represents and warrants to the Company as follows:

## (a)*         *The Purchaser has been duly incorporated and is validlyexisting under the laws of Japan. 

## (b)*        *All necessary corporate action has been duly and validlytaken to authorize the execution, delivery and performance of this Agreement bythe Purchaser.  This Agreement has been duly and validly authorized,executed and delivered by the Purchaser and constitutes the legal, valid andbinding obligation of the Purchaser, enforceable against the Purchaser inaccordance with its terms, except as the enforceability thereof may be limitedby bankruptcy, insolvency, reorganization, moratorium or other similar lawsaffecting the enforcement of creditors` rights generally and by generalequitable principles. 

## (c)*         *No consent or approval of or filing with any governmentalauthority or other person or entity is required by the Purchaser for theconsummation of its purchase of the Shares hereunder.  ThePurchaser`s purchase of the Shares hereunder will not conflict with or resultin a breach or violation of (i) the organizational documents of thePurchaser, (ii) any material contract, agreement, consent or approval towhich the Purchaser is a party or is otherwise bound, or (iii) any legalrequirement, except in the case of clauses (ii) and (iii) for any matters that(singly or in the aggregate) would not have a material adverse effect on thePurchaser`s ability to perform its obligations hereunder.

## (d)*        *The Shares to be received by the Purchaser will beacquired for investment for the Purchaser`s own account, and not with a view tothe distribution of any part thereof.  The Purchaser has no presentintention of selling, granting any participation in, or otherwise distributingany of the Shares.  The Purchaser does not have any contract,undertaking, agreement or arrangement with any person to sell, transfer, orgrant participation to such person or to any third person, with respect to anyof the Shares.

## (e)*         *The Purchaser understands that the Shares may not be sold,transferred, or otherwise disposed of without registration under the SecuritiesAct, or an exemption therefrom, and that in the absence of an effectiveregistration statement covering the Shares or an available exemption fromregistration under the Securities Act, the Shares must be held indefinitely.  Inthe absence of an effective registration statement covering the Shares, thePurchaser will sell, transfer, or otherwise dispose of the Shares only in amanner consistent with its representations and agreements set forth herein.

**_5_** 

## (f)*          *The Purchaser understands that until the Shares areregistered under the Securities Act, the certificates evidencing the Shares maybear substantially the following legend:

"THESECURITIES EVIDENCED HEREBY WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROMREGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933 (THE "SECURITIESACT") AND APPLICABLE STATE LAW, AND MAY NOT BE OFFERED, SOLD OR OTHERWISETRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTIONTHEREFROM (IN EACH CASE BASED ON DOCUMENTATION REASONABLY ACCEPTABLE TO THECOMPANY) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THESECURITIES ACT."

## (g)*         *The Purchaser is an "accredited investor" as such term isdefined in Rule 501(a) promulgated pursuant to the Securities Act.

## (h)*         *The Purchaser`s financial condition is such that it isable to bear the risk of holding the Shares for an indefinite period of time.

## (i)*           *The Purchaser has knowledge and experience in financialand business matters and in making investments of the type contemplated herebyand is capable of evaluating the merits and risks of the purchase of theShares.

# 8.*                 *Additional Ordinary Shares Purchase Right.

## (a)*         *The Purchaser shall have the right at its election topurchase from the Company, at any time and from time to time during the periodfrom the Closing Date until the first anniversary thereof (the "Period"),additional non‐registered Ordinary Shares aggregating (together with allother Ordinary Shares owned by the Purchaser) up to 4.99% of the total OrdinaryShares issued and outstanding at the time of such election.  

## (b)*        *For each purchase of Ordinary Shares under this Section8:  

### (i)*                 *the per share purchase price shall be the per shareclosing price of the Ordinary Shares on The NASDAQ National Market on the lasttrading day prior to the day that the Purchaser delivers its purchase electionnotice to the Company; and 

 

 

**_6_** 

### (ii)*               *the purchase shall be consummated under a purchaseagreement with representations, warranties and indemnity obligations of theCompany and the Purchaser (as applicable) that are substantially the same asthe representations, warranties and indemnity obligations hereunder.

# 9.*                 *Good Faith Discussions for Purchase of AdditionalOrdinary Shares.  In addition to the Purchaser`spurchase rights under Section 8 and at the Purchaser`s requestduring the Period, the Parties shall have good faith discussions regarding theterms of a potential purchase during the Period by the Purchaser of additional OrdinaryShares aggregating (together with any Ordinary Shares then owned by thePurchaser or which the Purchaser has the right to purchase under Section 8)up to [***]% of the Ordinary Shares issued and outstanding at the time of thePurchaser`s request for discussion.  For the avoidance of doubt, thePurchaser shall not be obligated to purchase, and the Company shall not beobligated to issue and sell, any Ordinary Shares under this Section 9unless and until the Parties have entered into a definitive binding writtenagreement with respect to any such purchase.

# 10.*             *Right to Appoint a Board Member or an Observer to theBoard.  During such time(if any) that the Purchaser owns (directly or indirectly) at least [***]% of the issued and outstanding Ordinary Shares,the Purchaser may at its election appoint either a member oran observer to the Company`s Board of Directors ("Board").  If thePurchaser so elects to appoint a member or an observer to the Board, theCompany shall use its commercially reasonable efforts to cause such appointeeto be elected as a Board member or to be granted observer rights, as the casemay be, and to maintain such Board member or observer status for so long as thePurchaser maintains its minimum [***]%ownership of Outstanding Shares described above.  The appointment ofsuch Board member or observer shall be subject to such person entering into anondisclosure agreement with the Company on terms mutually acceptable to the Company and the Purchaser.

# 11.*             *Survival; Indemnity.  

## (a)*         *The representations and warranties of each Party containedherein shall survive the Closing for a period of 9 months (the"Survival Period") and shall expire and be of no further force and effectimmediately after the expiration of the Survival Period; provided that (i) theCompany`s representations contained in the last sentence of Section 6(d)shall survive the Closing and the Survival Period until the expiration of theapplicable statute of limitations relating thereto, and (ii) if a claim ornotice is given by the Purchaser to the Company under this Section 11with respect to any representation or warranty prior to expiration of theSurvival Period or the applicable statute of limitations, as applicablepursuant to this Section 11(a), and such claim or notice reasonablysets forth the basis for such claim or notice, such representation or warrantyshall continue indefinitely until such claim is finally resolved.

**_7_** 

## (b)*        *Each Party shall indemnify and hold harmless the otherParty and its affiliates from any and all (i) claims, liabilities, losses,costs and expenses (including reasonable attorneys fees) as a result of, basedupon or arising from any inaccuracy in or breach of any representation ofwarranty by the indemnifying Party contained herein, or (ii) any breachby such Party of, or any failure by such Party to perform or comply with, anyof its obligations contained in this Agreement, all with respect to claims made(subject to clauses (i) and (ii) of Section 11(a))prior to the expiration of the Survival Period; provided that eachParty`s liability for its indemnity obligations hereunder shall not exceed thePurchase Price.

## (c)*         *Notwithstanding anything contained herein to the contrary,this Section 11 shall not be deemed to limit in any manner any rights orclaims of either Party resulting or arising from or based upon fraud,intentional misrepresentation or misconduct.

# 12.*             *Termination; Effect of Termination.  

## (a)*         *This Agreement may be terminated at any time prior to theClosing (i) by mutual consent in writing of the Parties, or (ii) by eitherParty, effectively immediately upon written notice to the other Party, if theClosing has not occurred by August 31, 2003, other than through the failure ofthe terminating Party to comply with its obligations hereunder.  

## (b)*        *If this Agreement is terminated pursuant to Section 12(a),no Party shall have any liability in respect of this Agreement, exceptfor any liabilities arising from (i) any material breach of any covenantcontained herein occurring prior to such termination, or (ii) any inaccuracy inany representation or warranty contained herein occurring prior to suchtermination; provided that Section 13 (General Provisions) shallremain in full force and effect following such termination.

# 13.*             *General Provisions.

## (a)*         *Governing Law.  This Agreement shall beconstrued and interpreted in accordance with and governed by the laws of theState of New York, U.S.A. (without regard to the choice of law provisionsthereof).  The Parties agree andconsent that services of process may be made upon the Parties in any actions,claims or proceedings relating hereto by any means allowed under applicablelaw.

 

 

 

 

 

**_8_** 

## (b)*        *Dispute Resolution.

### (i)*                 *The Parties intend that all disputes between the Partiesarising out of this Agreement shall be settled by the Parties amicably throughgood faith discussions upon the written request of either Party.  Inthe event that any such dispute cannot be resolved thereby within a period ofsixty (60) days after such notice has been given, such dispute shall be finallysettled by binding arbitration at the request of either Party.

### (ii)*               *Each arbitration hereunder shall be conducted in theEnglish language in [New York, New York, U.S.A.] in accordance with theRules of Arbitration of the [International Chamber of Commerce] then in effect(the "Rules").  However, in all events, these arbitration provisionsshall govern over any conflicting rules that may now or hereafter be containedin the Rules.  Each Party may demand arbitration by filing a writtendemand with the other Party within [one hundred twenty (120)] days after theexpiration of the [sixty (60) day] period described above.  EachParty shall select one (1) arbitrator and the two (2) arbitrators selected bythe Parties shall jointly select a third arbitrator, which arbitrators shallconduct the arbitration of such dispute.  In the event the two (2)arbitrators are unable to select a third arbitrator, such selection shall bemade pursuant to the Rules.  Judgment upon an award rendered in anarbitration hereunder may be entered in any court having jurisdiction orapplication may be made to such court for judicial acceptance of any award andan order of enforcement, as the case may be.  The arbitrators shallhave the authority to grant any equitable and legal remedies that would beavailable in any judicial proceeding intended to resolve a dispute.  Thearbitrators shall also have the authority to allocate between the Parties thecosts of the arbitration in such equitable manner as the arbitrators maydetermine.  The prevailing Party in the arbitration shall be entitledto receive reimbursement of its reasonable expenses incurred in connectiontherewith.  Notwithstanding the foregoing, either Party shall beentitled to seek preliminary injunctive relief from any court of competentjurisdiction, pending the final decision or award of the arbitrators.  Theaward rendered in an arbitration hereunder shall be final and non‐appealable.  

 

 

 

 

 

**_9_** 

## (c)*         *Notices and Other Communications.  Anyand all notices, requests, demands and other communications required orotherwise contemplated to be made under this Agreement shall be in writing andin the English language and shall be provided by one or more of the followingmeans and shall be deemed to have been duly given (i) if deliveredpersonally, when received, (ii) if transmitted by facsimile, on the first(1st) Business Day following receipt of a transmittal confirmation, or(iii) if by international courier service, on the fourth (4th) BusinessDay following the date of deposit with such courier service, or such earlierdelivery date as may be confirmed in writing to the sender by such courierservice.  All such notices, requests, demands and othercommunications shall be addressed as follows:

If to the Purchaser:

Toshiba Corporation1-1 Shibaura 1- chome, Minato-ku,   Tokyo 105-8001  JapanAttention:          General Manager                        Legal Affairs and Contracts Division                        Semiconductor Company                      Telephone:        +81-3-3457-3452Facsimile:         +81-3-5444-9342

If to the Company:

M-Systems Flash Disk Pioneers, Ltd.7 Atir Yeda St. Kfar Saba, 4442, IsraelAttention:          General Counsel and VP Business DevelopmentTelephone:        +972-9-764-5000Facsimile:         +972-3-548-8666

or to such other address or facsimile number as a Partymay have specified to the other Party in writing delivered in accordance withthis Section 13(c).  For purposes hereof "Business Day"means any day except (a) a Friday, Saturday or Sunday or (b) any other day onwhich commercial banks in Tokyo, Japan or Tel-Aviv, Israel are authorized bylaw to close.

 

 

 

**_10_** 

## (d)*        *Severability.**  **If any provision ofthis Agreement shall be held to be illegal, invalid or unenforceable, theParties agree that such provision will be enforced to the maximum extentpermissible so as to effect the intent of the Parties, and the validity,legality and enforceability of the remaining provisions of this Agreement shallnot in any way be affected or impaired thereby.  If necessary toeffect the intent of the Parties, the Parties will negotiate in good faith toamend this Agreement to replace the unenforceable language with enforceablelanguage which as closely as possible reflects such intent.

## (e)*         *Amendments.**  **This Agreement may beamended or modified only by a written instrument signed by each Party.

## (f)*          *Waiver.**  **Any waiver by a Party ofan instance of the other Party`s noncompliance with any obligation orresponsibility herein contained shall be in writing and signed by the waivingParty and shall not be deemed a waiver of any other instance of any otherParty`s noncompliance hereunder.

## (g)*         *No Assignment.**  **This Agreementshall be binding upon and inure to the benefit of and be enforceable by therespective successors and permitted assigns of the Parties;  providedthat the Purchaser may assign this Agreement and its rights hereunder(including its rights to purchase the Shares or any other Ordinary Shares) toany direct or indirect wholly-owned subsidiary of the Purchaser.  Nothingin this Agreement shall confer any rights upon any Person other than theParties and their respective successors and permitted assigns.  NoParty may assign this Agreement or its rights hereunder to any third Partywithout the written consent of the other party.  No assignment byeither Party to this Agreement or of any of such Party`s rights hereunder shallrelease such Party from any of its obligations hereunder.  Anyattempted assignment of this Agreement in violation of this Section 13(g)shall be void and of no effect.

## (h)*         *Expenses.**  **Each Party shall bearall of its out-of-pocket costs and expenses incurred in connection with thenegotiation and execution of this Agreement. 

## (i)*           *Construction.**  **This Agreement hasbeen negotiated by the Parties and their respective counsel and shall be fairlyinterpreted in accordance with its terms and without any strict construction infavor of or against any Party.

 

 

 

 

 

**_11_** 

## (j)*          *Interpretation and Construction of this Agreement.**  **Unlessthe context shall otherwise require, any pronoun shall include thecorresponding masculine, feminine and neuter forms, and words using thesingular or plural number shall also include the plural or singular number,respectively.  The words "include," "includes" and "including" shall bedeemed to be followed by the phrase "without limitation".  Allreferences herein to Articles, Sections, Annexes, Exhibits and Schedules shallbe deemed to be references to Articles and Sections of, and Annexes, Exhibitsand Schedules to, this Agreement unless the context shall otherwise require.  Theheadings of the Articles and Sections hereof are inserted for convenience ofreference only and are not intended to be a part of, or to affect the meaningor interpretation of, this Agreement.  Unless the context shallotherwise require, any reference to any agreement or other instrument orstatute or regulation is to such agreement, instrument, statute or regulationas amended and supplemented from time to time (and, in the case of a statute orregulation, to any successor provision).  Any reference in thisAgreement to a "day" or a number of "days" (without the explicit qualificationof "Business") shall be interpreted as a reference to a calendar day or numberof calendar days.  If any action or notice is to be taken or given onor by a particular calendar day, and such calendar day is not a Business Day,then such action or notice shall be deferred until, or may be taken or given,on the next Business Day.

## (k)*        *Language.  The Parties have negotiatedthis Agreement in the English language, which shall be the governing languageof this Agreement.

## (l)*           *Specific Performance.  The Parties agreethat each other Party shall be entitled to obtain an injunction or injunctionsin accordance with the dispute resolution procedures contained in Section 13(b)to prevent breaches of the provisions of this Agreement, or any agreementcontemplated hereunder and to enforce specifically the terms and provisionshereof, in each instance without being required to post bond or other security,without being required to prove irreparable harm, and in addition to, andwithout having to prove the adequacy of, other remedies at law.

## (m)*       *Consequential and Other Damages.  NoParty shall be liable to the other Party under any contract, negligence, strictliability or other theory for any indirect, incidental, consequential, punitiveor other special damages (including lost profits) asserted by the other Party.

## (n)*         *Relationship of the Parties.**  **Nothingcontained in this Agreement is intended to, or shall be deemed to, create apartnership among the Parties for any purpose, including tax purposes.  Neitherof the Parties will take a position contrary to the foregoing.

**_12_** 

## (o)*        *Entire Agreement.  The provisions of thisAgreement and the Party Agreements set forth the entire agreement andunderstanding among the Parties as to the subject matter hereof and supersedeall prior agreements, oral or written, and all other prior communications amongthe Parties relating to the subject matter hereof.  

## (p)*        *Counterparts.  This Agreement may beexecuted in two or more counterparts, each of which shall be binding as of thedate first written above, and all of which shall constitute one and the sameinstrument.  Each such counterpart shall be deemed an original, andit shall not be necessary in making proof of this Agreement to produce oraccount for more than one such counterpart.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**_13_** 

**Exhibit 4(b)(ii)**

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**_14_** 

**IN WITNESS WHEREOF**, the Parties have caused thisAgreement to be duly executed:

 

**M-SYSTEMS FLASH DISK PIONEERS LIMITED**By:       _____________________________            Name:              Title:

 

**TOSHIBA CORPORATION**By:       _____________________________            Name:              Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**_15_**