Shares SEAGATE TECHNOLOGY COMMON SHARES, $0.00001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2002 • Seagate Technology Holdings • Computer storage devices • New York
Seagate Technology, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and New SAC, a Cayman Islands exempted limited liability company (the “Selling Shareholder” or “New SAC”) proposes to sell to the several Underwriters, an aggregate of Common Shares, $0.00001 par value per share, of the Company (the “Firm Shares”), of which shares are to be issued and sold by the Company and shares are to be sold by the Selling Shareholder.
SHAREHOLDERS AGREEMENTShareholders Agreement • December 6th, 2002 • Seagate Technology Holdings • Computer storage devices • New York
THIS SHAREHOLDERS AGREEMENT, dated as of December , 2002 (this “Agreement”), is entered into among Seagate Technology Holdings (the “Company”), New SAC (“New SAC”), Silver Lake Technology Investors Cayman, L.P., Silver Lake Investors Cayman, L.P., Silver Lake Partners Cayman, L.P., (collectively, “Silver Lake”), SAC Investments, L.P. (“TPG”), August Capital III, L.P. (“August”), J.P. Morgan Partners (BHCA), L.P. (“J.P. Morgan”), GS Capital Partners III, L.P., GS Capital Partners III Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH, Stone Street Fund 2000 L.P., Bridge Street Special Opportunities Fund 2000, L.P. (collectively, “GS”), Staenberg Venture Partners II, L.P., Staenberg Seagate Partners, LLC (collectively, “Staenberg”), Integral Capital Partners V, L.P., Integral Capital Partners V Side Fund, L.P. (collectively, “Integral”) and the individuals listed on the signature pages hereto. Each of the entities listed above other than the Company and each of the individuals listed
