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
