ContractTrading Agreement • June 22nd, 2004 • Xyratex LTD • Computer storage devices • England
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 22nd, 2004 • Xyratex LTD • Computer storage devices • California
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into this 23rd day of February, 2004 by and among Xyratex Technology Limited a company registered in England and Wales under the Companies Act 1985 ("Buyer"), ZT Automation LLC, a Delaware limited liability company ("Seller") and ZT Automation Pte. Ltd., a Singapore corporation (the "Subsidiary").
OPTION SUBSTITUTION AGREEMENT (Nonqualified Stock Option)Option Substitution Agreement • June 22nd, 2004 • Xyratex LTD • Computer storage devices • California
THIS OPTION SUBSTITUTION AGREEMENT (this "Agreement") is made as of May , 2004, by and among Xyratex Group Limited, a private company limited by shares registered in England and Wales under the Companies Act 1985 (the "Company"), Xyratex Ltd, an exempted company limited by shares incorporated under the Companies Act 1981 of Bermuda ("Xyratex Ltd"), and ("Optionee").
DATED 12 OCTOBER 2000Services Agreement • June 22nd, 2004 • Xyratex LTD • Computer storage devices
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • August 5th, 2005 • Xyratex LTD • Computer storage devices • California
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”) is made and entered into as of July 27, 2005 (the “Effective Date”) by and between XYRATEX TECHNOLOGY LIMITED, a company incorporated under the laws of England (“Licensee”) and nSTOR CORPORATION, INC., a Delaware corporation (“Licensor”).
Dated August 2003 THE MANAGERS and XTX HGCAPITAL JERSEY LIMITED and THE COMPANY and THE EXISTING SHAREHOLDERS and THE ADDITIONAL WARRANTY COVENANTORS INVESTMENT AND SHAREHOLDERS AGREEMENT RELATING TO XYRATEX GROUP LIMITEDInvestment and Shareholders Agreement • June 22nd, 2004 • Xyratex LTD • Computer storage devices • England and Wales
DATED 10th June 2002 HAVANT INTERNATIONAL LIMITED (1) -and- XYRATEX TECHNOLOGY LIMITED (2) LEASE of Areas in 1000 and 4000 Langstone Technology Park Langstone Road Havant Hampshire New Court 1 Barnes Wallis Road Segensworth Fareham Hampshire PO15 5UA...Lease • June 22nd, 2004 • Xyratex LTD • Computer storage devices • England
AGREEMENT AND PLAN OF MERGER BY AND AMONG XYRATEX LTD, NORMANDY ACQUISITION CORPORATION AND NSTOR TECHNOLOGIES, INC. DATED AS OF JULY 27, 2005Agreement and Plan of Merger • August 5th, 2005 • Xyratex LTD • Computer storage devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 27, 2005 (this “Agreement”), is by and among Xyratex Ltd, a Bermuda corporation (“Parent”), Normandy Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (the “Purchaser” or “Merger Sub”), and nStor Technologies, Inc., a Delaware corporation (the “Company”).
and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Rights Agreement Dated as of December 17, 2012Rights Agreement • December 18th, 2012 • Xyratex LTD • Computer storage devices • Delaware
Common Shares). However, if upon acquiring beneficial ownership of one or more additional Common Shares, the Existing Holder does not beneficially own 15% or more of the Common Shares then issued and outstanding, the Existing Holder shall not be deemed to be an “Acquiring Person” for purposes of the Agreement.
XYRATEX LTD and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent SECOND AMENDMENT TO RIGHTS AGREEMENT Effective as of December 21, 2013Rights Agreement • December 23rd, 2013 • Xyratex LTD • Computer storage devices • Delaware
This Second Amendment (this “Amendment”), dated as of December 21, 2013 to the Rights Agreement, dated as of December 17, 2012 (the “Rights Agreement”), as amended on December 13, 2013, is between Xyratex Ltd, a Bermuda company (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), and shall be effective immediately prior to the Company’s entry into that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) to be entered into by and among the Company, Seagate Technology International, an exempted limited liability company incorporated and existing under the laws of the Cayman Islands (“Parent”), and Phoenix Acquisition Limited, an exempted company incorporated and existing under the laws of Bermuda and wholly-owned subsidiary of Parent; provided, however, if (i) the Merger Agreement is not executed as of even date herewith, or (ii) the Merger Agreement terminates or is terminated
AGREEMENT AND PLAN OF MERGER among SEAGATE TECHNOLOGY INTERNATIONAL, PHOENIX ACQUISITION LIMITED and XYRATEX LTD Dated as of December 21, 2013Agreement and Plan of Merger • December 23rd, 2013 • Xyratex LTD • Computer storage devices • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 21, 2013 (this “Agreement”), is entered into by and among Seagate Technology International, an exempted limited liability company incorporated and existing under the Laws of the Cayman Islands (“Parent”), Phoenix Acquisition Limited, an exempted company incorporated and existing under the Laws of Bermuda and a wholly-owned Subsidiary of Parent (the “Purchaser”), and Xyratex Ltd, an exempted company incorporated and existing under the Laws of Bermuda (the “Company”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
FORM OF TENDER AND STOCKHOLDER SUPPORT AGREEMENTTender and Stockholder Support Agreement • August 5th, 2005 • Xyratex LTD • Computer storage devices • Delaware
THIS TENDER AND STOCKHOLDER SUPPORT AGREEMENT, dated as of •, 2005 (the “Agreement”), is by and among Ixtapa, a Bermuda corporation (“Parent”), Ixtapa Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and • (the “Stockholder”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • December 23rd, 2013 • Xyratex LTD • Computer storage devices • New York
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2013 by and between Seagate Technology International, an exempted limited liability company incorporated and existing under the Laws of the Cayman Islands (“Parent”), and the undersigned shareholder (the “Shareholder”) of Xyratex Ltd, an exempted company incorporated and existing under the Laws of Bermuda (the “Company”).
FORM OF NON-COMPETITION AGREEMENTNon-Competition Agreement • August 5th, 2005 • Xyratex LTD • Computer storage devices • Delaware
THIS NON-COMPETITION AGREEMENT, dated as of •, 2005 (this “Agreement”), is by and among Xyratex Ltd, a Bermuda corporation (“Parent”), Normandy Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and • (the “Stockholder”).
• Shares Xyratex Ltd Common Shares, Par Value $0.01 per Share UNDERWRITING AGREEMENTXyratex LTD • June 22nd, 2004 • Computer storage devices • New York
CREDIT SUISSE FIRST BOSTON LLC BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. RBC CAPITAL MARKETS CORPORATION
INVESTOR AGREEMENTInvestor Agreement • April 2nd, 2013 • Xyratex LTD • Computer storage devices • Delaware
This INVESTOR AGREEMENT is made and entered into as of April 2, 2013 (the “Agreement”) by and among Xyratex Ltd, a limited liability company incorporated under the laws of Bermuda (the “Company”), Baker Street Capital Management, LLC, a California limited liability company (the “Investor”), Vadim Perelman, in his individual capacity and as the managing member of the Investor (“Mr. Perelman”) and Kenneth Traub (“Mr. Traub” and together with Mr. Perelman, the “Investor Directors”. The Company, the Investor and the Investor Directors are referred to herein as the “Parties.”
CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • August 5th, 2005 • Xyratex LTD • Computer storage devices • Delaware
This Convertible Preferred Stock Purchase Agreement (this “Agreement”), is dated as of July 27, 2005 by and among Xyratex Ltd, a Bermuda corporation (the “Parent”), Normandy Acquisition Corporation (the “Purchaser”) and H. Irwin Levy (the “Seller”).
ESCROW AGREEMENTEscrow Agreement • June 22nd, 2004 • Xyratex LTD • Computer storage devices • England
MUTUAL NON-DISCLOSURE/CONFIDENTIALITY AGREEMENTMutual Non • August 5th, 2005 • Xyratex LTD • Computer storage devices • California
This Mutual Non-Disclosure/Confidentiality Agreement is entered into on 2 September, 2004, by and between nStor Corporation, Inc. (“nStor”), a Delaware (USA) Corporation, and Xyratex Technology Limited, Langstone Technology Park, Langstone Road, Havant, Hampshire PO9 1SA a company incorporated in England (‘Xyratex’) (collectively the ‘Parties’) for the purpose of sharing technical, business and financial information to foster potential mutually beneficial business relationships.
MUTUAL NON-DISCLOSURE/CONFIDENTIALITY AGREEMENTConfidentiality Agreement • August 5th, 2005 • Xyratex LTD • Computer storage devices • California
This Mutual Non-Disclosure/Confidentiality Agreement is entered into on 2 September, 2004, by and between nStor Corporation, Inc. (“nStor”), a Delaware (USA) Corporation, and Xyratex Technology Limited, Langstone Technology Park, Langstone Road, Havant, Hampshire PO9 1SA a company incorporated in England (‘Xyratex’) (collectively the ‘Parties’) for the purpose of sharing technical, business and financial information to foster potential mutually beneficial business relationships.
XYRATEX LTD Restricted Stock Unit Agreement Grant NoticeRestricted Stock Unit Agreement • November 9th, 2006 • Xyratex LTD • Computer storage devices
Xyratex Ltd (the “Company”) hereby grants you, [Name] (the “Employee”), an award of Restricted Stock Units (“RSUs”) under the Company’s 2006 Incentive Award Plan (the “Plan”), the terms of which are hereby incorporated by reference. Your award of RSUs represents an unsecured right to acquire common shares of the Company at a future date. The date of this Restricted Stock Unit Agreement, which includes Appendix A and Appendix B attached hereto and incorporated herein by reference (the “Agreement”), is [Date]. Subject to the remaining terms of this Agreement and of the Plan, the principal features of this award are as follows:
Joint Filing AgreementJoint Filing Agreement • August 5th, 2005 • Xyratex LTD • Computer storage devices
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other parties hereto on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.05 per share, of nStor Technologies, Inc., a Delaware corporation, and that this agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
XYRATEX LTD and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent AMENDMENT TO RIGHTS AGREEMENT Effective as of December 13, 2013Rights Agreement • December 13th, 2013 • Xyratex LTD • Computer storage devices • Delaware
This Amendment (this “Amendment”), dated as of December 13, 2013 to the Rights Agreement, dated as of December 17, 2012 (the “Rights Agreement”), is between Xyratex Ltd, a Bermuda company (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
