0001047469-04-003665 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among ADAPTEC, INC. and THE INITIAL PURCHASERS NAMED HEREIN Dated December 22, 2003
Registration Rights Agreement • February 9th, 2004 • Adaptec Inc • Computer communications equipment • New York

This Registration Rights Agreement (the "Agreement") is made and entered into this 22nd day of December, 2003, between Adaptec, Inc., a Delaware corporation (the "Company"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC (each, an "Initial Purchaser" and collectively, the "Initial Purchasers").

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COLLATERAL PLEDGE AND SECURITY AGREEMENT Dated as of December 22, 2003 among ADAPTEC, INC. as Pledgor, WELLS FARGO BANK, N.A. as Trustee, and WELLS FARGO BANK, N.A. as Collateral Agent
Collateral Pledge and Security Agreement • February 9th, 2004 • Adaptec Inc • Computer communications equipment • California

This Collateral Pledge and Security Agreement (as supplemented from time to time, this "Pledge Agreement") is made and entered into as of December 22, 2003 among ADAPTEC, INC., a Delaware corporation (the "Pledgor"), having its principal offices at 691 South Milpitas Blvd., Milpitas, California 95035, Wells Fargo Bank, N.A., having its principal corporate trust office in California at 707 Wilshire Blvd., 17th Floor, Los Angeles, CA 90017, as trustee (in such capacity, the "Trustee") for the holders (the "Holders") of the Notes (as defined herein) issued by the Pledgor under the Indenture referred to below, and Wells Fargo Bank, N.A., having a corporate trust office at 707 Wilshire Blvd., 17th Floor, Los Angeles, CA 90017, as collateral agent for the Trustee and the holders from time to time of the Notes referred to below (in such capacity, the "Collateral Agent") and securities intermediary.

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