REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into this 8th day of December, 2020 among Seagate HDD Cayman, an exempted limited liability company incorporated under the laws of the Cayman Islands (the Company), Seagate Technology plc, a public limited company organized under the laws of Ireland (the Parent), and Morgan Stanley & Co. LLC, as representative (the Representative) of the initial purchasers (collectively, the Initial Purchasers) named in Schedule I to the Purchase Agreement, dated December 3, 2020, among the Company, the Parent and the Representative (the Purchase Agreement).
This Agreement is made pursuant to the Purchase Agreement, which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of the Companys 3.125% Senior Notes due 2029 (the 2029 Notes) and $500,000,000 aggregate principal amount of the Companys 3.375% Senior Notes due 2031, and this agreement sets forth the registration rights in connection with the 2029 Notes. The 2029 Notes are hereinafter referred to as the Notes. The Notes will be unconditionally guaranteed as to the payment of principal and interest by the Parent (such guarantee, the Guarantee, and the Notes together with the Guarantee, the Securities). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Parent have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
As used in this Agreement, the following capitalized defined terms shall have the following meanings:
1933 Act shall mean the Securities Act of 1933, as amended from time to time.
1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
Additional Interest shall have the meaning set forth in Section 2(d).
Closing Date shall mean the Closing Date as defined in the Purchase Agreement.
Company shall have the meaning set forth in the preamble and shall also include the Companys successors.