Seagate 2010 Annual Report Download - page 252

SHAREHOLDER AGREEMENT
THIS SHAREHOLDER AGREEMENT (this “ Agreement ”) is dated as of April 19, 2011 by and between Seagate Technology plc, a
company incorporated under the laws of the Republic of Ireland (“ Company ”),
and Samsung Electronics Co., Ltd., a company organized under
the laws of the Republic of Korea (“ Shareholder ”) (each, a “ Party ” and together, the “ Parties ”). This Agreement is entered into in
connection with the Asset Purchase Agreement (the “ Asset Purchase Agreement ”) of even date herewith by and among the Company,
Shareholder and Seagate Technology International, an exempted company incorporated with limited liability under the laws of the Cayman
Islands and a wholly owned subsidiary of Company (“ Purchaser ”).
This Agreement shall take effect as of the date of the Closing (as defined in
the Asset Purchase Agreement). In the event the Closing does not occur, this Agreement shall not take effect, and no party hereto shall have any
rights or obligations hereunder.
RECITALS
WHEREAS, as partial consideration for acquisition of the Acquired Assets (as defined in the Asset Purchase Agreement) under the
terms of the Asset Purchase Agreement, Purchaser has agreed to issue a loan note in the amount of US$687,500,000 (the “ Loan Note ”) to
Shareholder, and guaranteed by Company, pursuant to which the parties thereto agree that, at the option of Shareholder or Company, the amount
due under the Loan Note will be exchangeable for up to an aggregate of 45,239,490 ordinary shares of Company, par value $0.00001 per share
(the “ Ordinary Shares ”) in full and final satisfaction of all amounts owed by Purchaser to Shareholder under the Loan Note.
WHEREAS, as a material inducement for Company, Purchaser and Shareholder to enter into the Asset Purchase Agreement, Company
and Shareholder have agreed to enter into this Agreement as of the Closing Date to be effective immediately upon the allotment and issue of the
Ordinary Shares.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants and agreements, representations and
warranties set forth herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged
and accepted, and intending to be legally bound hereby, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
Section 1.1
Certain Definitions. For all purposes of and under this Agreement, certain terms not otherwise defined herein have
the meanings ascribed to those terms in Appendix A .