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 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”).
