SHAREHOLDER AGREEMENT by and between SEAGATE TECHNOLOGY PLC and SAMSUNG ELECTRONICS CO., LTD. Dated as of April 19, 2011Shareholder Agreement • August 17th, 2011 • Seagate Technology PLC • Computer storage devices • Delaware
THIS SHAREHOLDER AGREEMENT (this “Agreement”) is dated as of April 19, 2011 by and between Seagate Technology plc, a company incorporated under the laws of the Republic of Ireland (“Company”), and Samsung Electronics Co., Ltd., a company organized under the laws of the Republic of Korea (“Shareholder”) (each, a “Party” and together, the “Parties”). This Agreement is entered into in connection with the Asset Purchase Agreement (the “Asset Purchase Agreement”) of even date herewith by and among the Company, Shareholder and Seagate Technology International, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Company (“Purchaser”). This Agreement shall take effect as of the date of the Closing (as defined in the Asset Purchase Agreement). In the event the Closing does not occur, this Agreement shall not take effect, and no party hereto shall have any rights or obligations hereunder.
INTELLECTUAL PROPERTY AGREEMENT by and between SAMSUNG ELECTRONICS CO., LTD. and SEAGATE TECHNOLOGY INTERNATIONAL DATED APRIL 19, 2011Intellectual Property Agreement • August 17th, 2011 • Seagate Technology PLC • Computer storage devices • Delaware
THIS INTELLECTUAL PROPERTY AGREEMENT (this “IP Agreement”) is dated as of April 19, 2011 (the “Agreement Date”), by and between Samsung Electronics Co., Ltd., a company organized under the laws of the Republic of Korea (“Seller”), and Seagate Technology International, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Purchaser”) which is a wholly-owned subsidiary of Seagate Technology plc, a company incorporated under the laws of the Republic of Ireland (“Guarantor”). Each of Seller and Purchaser shall be a “Party”, and together the “Parties”, as the context requires. This IP Agreement is entered into in connection with the Asset Purchase Agreement (the “APA”) of even date herewith among Guarantor, Seller, and Purchaser. This IP Agreement shall take effect as of the date of the Closing (as defined in the APA). In the event the Closing does not occur, this IP Agreement shall not take effect, and neither Party shall have any rights or obligati
ASSET PURCHASE AGREEMENT by and among SAMSUNG ELECTRONICS CO., LTD. SEAGATE TECHNOLOGY INTERNATIONAL and SEAGATE TECHNOLOGY PLC DATED APRIL 19, 2011Asset Purchase Agreement • August 17th, 2011 • Seagate Technology PLC • Computer storage devices • Delaware
THIS ASSET PURCHASE AGREEMENT is made and entered into as of April 19, 2011 (the “Agreement Date”), by and among Samsung Electronics Co., Ltd., a company organized under the laws of the Republic of Korea (the “Seller”), Seagate Technology International, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of the Guarantor (the “Purchaser”), and Seagate Technology plc, a company organized under the laws of the Republic of Ireland (the “Guarantor”). Certain capitalized terms used herein are defined in Exhibit A.
