INVESTMENT AGREEMENT by and among WESTERN DIGITAL CORPORATION, ELLIOTT ASSOCIATES, L.P. and ELLIOTT INTERNATIONAL, L.P. Dated as of January 31, 2023Investment Agreement • February 1st, 2023 • Western Digital Corp • Computer storage devices • Delaware
INVESTMENT AGREEMENT, dated as of January 31, 2023 (this “Agreement”), by and among Western Digital Corporation, a Delaware corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership (“EALP”), and Elliott International, L.P., a Cayman Islands limited partnership (“EILP” and, together with EALP and their respective successors and any Affiliate that becomes a party hereto pursuant to Section 7.03, the “Investors”).
INVESTMENT AGREEMENT by and between WESTERN DIGITAL CORPORATION and AP WD HOLDINGS, L.P. Dated as of January 31, 2023Investment Agreement • February 1st, 2023 • Western Digital Corp • Computer storage devices • Delaware
INVESTMENT AGREEMENT, dated as of January 31, 2023 (this “Agreement”), by and between Western Digital Corporation, a Delaware corporation (the “Company”), and AP WD Holdings, L.P., a Delaware limited partnership (together with its successors and any Affiliate that becomes a party hereto pursuant to Section 7.03, the “Investor”).
REGISTRATION RIGHTS AGREEMENT by and among WESTERN DIGITAL CORPORATION and AP WD HOLDINGS, L.P. ELLIOTT ASSOCIATES, L.P. ELLIOTT INTERNATIONAL, L.P. Dated as of January 31, 2023Registration Rights Agreement • February 1st, 2023 • Western Digital Corp • Computer storage devices • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 31, 2023 by and among WESTERN DIGITAL CORPORATION, a Delaware corporation (the “Company”), AP WD HOLDINGS, L.P., a Delaware limited partnership, ELLIOTT ASSOCIATES, L.P., a Delaware limited partnership and ELLIOTT INTERNATIONAL, L.P., a Cayman Islands limited partnership (collectively, together with their respective successors and any Person that becomes a party hereto pursuant to Section 4.1, the “Investors” and each, an “Investor”). Capitalized terms that are used but not defined elsewhere herein are defined in Exhibit A.
AMENDED AND RESTATED LETTER AGREEMENTLetter Agreement • February 1st, 2023 • Western Digital Corp • Computer storage devices
Reference is made to that certain letter agreement dated June 7, 2022, by and between Western Digital Corporation (“Western Digital” or “WDC”) and Elliott Investment Management L.P. (“Elliott”) (the “Original Agreement”, a copy of which is attached hereto as Exhibit 1). Western Digital and Elliott are each referred to herein as a “Party” and collectively as the “Parties.” Accordingly, in consideration of the mutual promises contained herein and for other consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree, from and after the Effective Date (as defined below) to amend and restate the Original Agreement in its entirety, as follows (as amended and restated herein, this “Agreement”):
