Seagate 2010 Annual Report Download - page 164

ASSET PURCHASE AGREEMENT
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 .
RECITALS
WHEREAS , the Seller and the Seller Subsidiaries are engaged in the Business (as defined below);
WHEREAS , the Seller proposes, and proposes to cause the Seller Subsidiaries, to transfer to the Purchaser, and the Purchaser
proposes to acquire or assume from the Seller and the Seller Subsidiaries, the assets and liabilities relating to the Business as further described
below; and
WHEREAS , in connection with the proposed transfer by the Seller and the Seller Subsidiaries to the Purchaser of the assets and
liabilities relating to the Business as further described below, the parties are also entering into, or will enter into on or prior to the Closing Date,
(i) an intellectual property agreement between the Seller and the Purchaser (the “ IP Agreement ”)
and (ii) a shareholder agreement providing for
certain rights and obligations with respect to the Share Consideration between the Seller and the Guarantor (the “ Shareholder Agreement ”),
each in the forms set forth in Exhibit B and Exhibit C attached hereto, respectively, and each of which shall become effective upon the Closing.
On or prior to the Closing, the relevant parties hereto will enter into (x) a supply agreement between the Seller and the Purchaser with respect to
the Seller’s internal hard-disk drive requirements (the “ Supply Agreement for Internal Drives ”), the major terms and conditions of which are
attached hereto as Exhibit D , (y) an exchangeable loan note in the amount of US$687,500,000 (the “ Loan Note ”) issued by the Purchaser to
the Seller, and guaranteed by the Guarantor, pursuant to which the parties agree that, at the option of each of the parties hereto, the amount due
under the Loan Note will be exchangeable for the Share Consideration (as defined in Section 2.1(a) and in the manner provided in the instrument
constituting the Loan Note) in full and final satisfaction of all amounts owed by the Purchaser to the Seller under the Loan Note, in the form set
forth in Exhibit E , and (z) a transition services agreement between the Seller and the Purchaser (the “ Transition Services Agreement ”),
each of
which shall become effective upon the Closing (all of the foregoing documents, together with this Agreement and the Transfer Agreements,
collectively, the “ Transaction Documents ”).
NOW, THEREFORE , in consideration of the respective covenants, agreements and representations and warranties set forth herein,
the parties to this Agreement, intending to be legally bound, agree as follows: