13D Filing: VA Partners I, LLC and Seagate Technology PLC (STX)

Page 13 of 14 – SEC Filing

Client’s adoption and implementation of this Agreement. Client acknowledges
that Morgan Stanley is not acting as a fiduciary or an advisor for the Company.

8. Client and Morgan Stanley acknowledge and agree that this agreement
is a “securities contract,” as such term is defined in Section 741(7) of Title
11 of the United States Code (the “Bankruptcy Code”), entitled to all the
protections given to such contracts under the Bankruptcy Code.

9. Morgan Stanley may purchase Stock on any national securities
exchange, in the over-the-counter market, on an automatic trading system or
otherwise.

10. This Plan (i) has been duly authorized by the Client; (ii) is a
valid and binding agreement of the Client, enforceable in accordance with its
terms; and (iii) is not, to the Client’s knowledge, prohibited or restricted by
any legal, regulatory or contractual restriction or undertaking binding on the
Client or any of its subsidiaries or any of its or their property or assets.

15. Delivery of the Stock for each transaction will be made to Client’s
custody bank as directed against payment of the total purchase price for all
shares of the Stock purchased for such transaction and against payment of any
commission, commission equivalent, mark-up or differential and other expenses
of purchase to be paid to Morgan Stanley by Client.

16. All notices to Morgan Stanley under this Agreement shall be given
to Morgan Stanley’s compliance office by fax and certified mail as specified
below:
[redacted]

17. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York and may be modified or amended
only by a writing signed by the parties hereto.

18. This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

19. If any provision of this Agreement is or becomes inconsistent with
any applicable present or future law, rule or regulation, that provision will
be deemed modified or, if necessary, rescinded in order to comply with the
relevant law, rule or regulation. All other provisions of this Agreement will
continue and remain in full force and effect.