30,000,000 Shares SEAGATE TECHNOLOGY COMMON SHARES, $0.00001 PAR VALUE PER SHARE REGISTRATION AGREEMENT RELATING TO A FORWARD SALE TRANSACTION IN THE ABOVE-REFERENCED SECURITIESRegistration Agreement • December 13th, 2004 • Seagate Technology • Computer storage devices • New York
New SAC, a Cayman Islands exempted limited liability company (the “Selling Shareholder” or “New SAC”), a shareholder of Seagate Technology, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), has entered into a forward sale agreement, dated the date hereof (the “Forward Sale Agreement”), in the form of Annex I hereto with Goldman Sachs Financial Markets, L.P. (“GSFM”), an affiliate of Goldman, Sachs & Co. (“Goldman Sachs” or “Underwriter”). Subject to the terms and conditions of the Forward Sale Agreement, the Selling Shareholder has agreed to deliver up to 30,000,000 Common Shares, $0.00001 par value per share (the “Forward Shares”), of the Company or cash to GSFM. Subject to certain conditions, Goldman Sachs may sell up to 30,000,000 Common Shares pursuant to the Prospectus (the “Fixed Price Shares”). The Fixed Price Shares offered by the Prospectus may be borrowed by Goldman Sachs from stock lenders. Forward Shares received from t
