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 • Seagate Technology PLC • 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 • Seagate Technology PLC • 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”).
