Exhibit
4.06


 


REGISTRATION
RIGHTS AGREEMENT


 


among


 


ADAPTEC,
INC.,


 


BEAR,
STEARNS & CO. INC.,


 


MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED,


 


BANC OF
AMERICA SECURITIES LLC


 


and


 


MORGAN
STANLEY & CO. INCORPORATED


 


 


Dated as
of March 5, 2002


 

















 


This REGISTRATION RIGHTS AGREEMENT, dated as of March
5, 2002, is among ADAPTEC, INC., a Delaware corporation (together with any
successor entity, herein referred to as the “Issuer”), BEAR, STEARNS
& CO. INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BANC OF
AMERICA SECURITIES LLC and MORGAN STANLEY & CO. INCORPORATED (collectively,
the “Initial
Purchasers”).


 


Pursuant to the Purchase Agreement, dated
February 27, 2002, between the Issuer and the Initial Purchasers (the
“Purchase Agreement”), the Initial Purchasers have agreed to purchase from the
Issuer up to $250,000,000 aggregate principal amount of its 3% Convertible
Subordinated Notes due 2007 (the “Convertible Notes”). The Convertible Notes
will be convertible into fully paid, nonassessable shares of common stock,
$.001 par value per share, including any rights attached thereto, of the Issuer
(the “Common Stock”) on the terms, and subject to the conditions, set forth in
the Indenture (as defined herein). To induce the Initial Purchasers to purchase
the Convertible Notes, and in satisfaction of a condition to the Initial
Purchasers’ obligations under the Purchase Agreement, the Issuer has agreed to
provide the registration rights set forth in this Agreement.


 


The parties hereby agree as follows:


 


1.             Definitions.


 


As used in this Agreement, the following capitalized
terms shall have the following meanings:


 


“Advice”: As defined in Section 4(c)(ii)
hereof.


 


“Affiliate”: With respect to any specified
Person, means an “Affiliate,” as defined in Rule 144 under the Securities Act,
of such Person.


 


“Agreement”: This Registration Rights
Agreement.


 


“Broker-Dealer”: Any broker or dealer
registered under the Exchange Act.


 


“Business Day”: A day other than a Saturday
or Sunday or any federal holiday in the United States.


 


“Closing Date”: The date of this Agreement.


 


“Commission”: The United States Securities
and Exchange Commission.


 


“Common Stock”: As defined in the preamble
hereto.


 


“Control”: With respect to a Person, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ability to exercise voting power, by contract or otherwise.


 


“Convertible Notes”: As defined in the
preamble hereto.


 


2

















 


“Damages Payment Date”: Each Interest
Payment Date with respect to the Convertible Notes.


 


“Effectiveness Period”: As defined in
Section 2(a)(iii) hereof.


 


“Effectiveness Target Date”: As defined in
Section 2(a)(ii) hereof.


 


“Exchange Act”: The Securities Exchange Act
of 1934, as amended.


 


“Holder”: A Person who owns, beneficially
or otherwise, Registrable Securities.


 


“Indemnified Holder”: As defined in Section
6(a) hereof.


 


“Indenture”: The Indenture, dated as of
March 5, 2002, between the Issuer and Wells Fargo Bank, N.A., as trustee (the “Trustee”),
pursuant to which the Convertible Notes are to be issued, as such Indenture is
amended, modified or supplemented from time to time in accordance with the
terms thereof.


 


“Initial Purchasers”: As defined in the
preamble hereto.


 


“Interest Payment Date”: As defined in
Indenture.


 


“Issuer”: As defined in the preamble
hereto.


 


“Liquidated Damages”: As defined in Section
3(a) hereof.


 


“Majority of Holders”: Holders holding over
50% of the aggregate principal amount of Registrable Securities outstanding;
provided that, for purpose of this definition, a Holder of shares of Common
Stock that constitute Registrable Securities, and which were issued upon
conversion of the Convertible Notes, shall be deemed to hold an aggregate
principal amount of Convertible Notes (in addition to the principal amount of
Convertible Notes held by such Holder) equal to the product of (x) the number
of such shares of Common Stock held by such holder and (y) the prevailing
conversion price, as determined in accordance with the Indenture.


 


“NASD”: National Association of Securities
Dealers, Inc.


 


“Person”: An individual, partnership,
corporation, unincorporated organization, trust, joint venture or a government
or agency or political subdivision thereof.


 


“Prospectus”: The prospectus included in a
Shelf Registration Statement, as amended or supplemented by any prospectus
supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such prospectus.


 


“Questionnaire Deadline”: As defined in
Section 2(b) hereof.


 


“Record Holder”: With respect to any
Damages Payment Date, each Person who is a Holder on the record date with
respect to the Interest Payment Date on which such Damages Payment Date shall
occur. In the case of a Holder of shares of Common Stock issued upon conversion
of the Convertible Notes, “Record Holder” shall mean each Person who
is a Holder 


 


3

















 


of shares of Common Stock that constitute Registrable Securities on the
February 20 or August 20 immediately preceding the Damages Payment Date.


 


“Registrable Securities”: Each Convertible
Note and each share of Common Stock issued upon conversion of Convertible Notes
until, in the case of any such security, (A) the earliest of (i) its effective
registration under the Securities Act and resale in accordance with the
Registration Statement covering it, (ii) expiration of the holding period that
would be applicable thereto under Rule 144(k) under the Securities Act were it
not held by an Affiliate of the Issuer or (iii) its sale to the public pursuant
to Rule 144 under the Securities Act, and (B) as a result of the event or
circumstance described in any of the foregoing clauses (i) through (iii), the
legends with respect to transfer restrictions required under the Indenture are
removed or removable in accordance with the terms of the Indenture or such
legend, as the case may be.


 


“Registration Default”: As defined in
Section 3(a)(iv) hereof.


 


“Registration Statement”: Means any
registration statement of the Issuer that covers any of the Registrable
Securities pursuant to the provisions of this Agreement including the
Prospectus, amendments and supplements to such registration statement,
including post-effective amendments, all exhibits, and all materials
incorporated by reference or explicitly deemed to be incorporated by reference
in such registration statement.


 


“Sale Notice”: As defined in Section 4(e) hereof.


 


“Securities Act”: The Securities Act of
1933, as amended.


 


“Shelf Filing Deadline”: As defined in
Section 2(a)(i) hereof.


 


“Shelf Registration Statement”: As defined
in Section 2(a)(i) hereof.


 


“Suspension Period”: As defined in Section
4(b)(i) hereof.


 


“TIA”: The Trust Indenture Act of 1939, as
in effect on the date the Indenture is qualified under that act.


 


“Underwriting Majority”: On any date,
Holders holding at least 66 2/3% of the aggregate principal amount of the
Registrable Securities outstanding on such date; provided, that for the
purpose of this definition, a holder of shares of Common Stock that constitute
Registrable Securities and issued upon conversion of Convertible Notes shall be
deemed to hold an aggregate principal amount of Registrable Securities (in
addition to the principal amount of Convertible Notes held by such holder)
equal to (x) the number of such shares of Common Stock that are Registrable
Securities held by such holder multiplied by (y) the then applicable Conversion
Price (as defined in the Indenture).


 


“Underwritten Offering”: A transaction in
which Registrable Securities are sold to an underwriter for reoffering to the
public.


 


4

















 


2.             Shelf Registration.


 


(a)           The
Issuer shall:


 


(i)            not later than 90 days after the
first date of original issuance of the Convertible Notes (the “Shelf Filing
Deadline”), cause to be filed a Registration Statement pursuant to
Rule 415 under the Securities Act (the “Shelf Registration Statement”), which
Shelf Registration Statement shall provide for resales of all Registrable
Securities held by Holders that have provided the information required pursuant
to the terms of Section 2(b) hereof;


 


(ii)           use its reasonable best efforts to
cause the Shelf Registration Statement to be declared effective by the
Commission no later than 180 days after the first date of original issuance of
the Convertible Notes (the “Effectiveness Target Date”); and


 


(iii)          subject to Section 4(b)(i) hereof, use
its reasonable best efforts to keep the Shelf Registration Statement
continuously effective, supplemented and amended as required by the provisions
of Section 4(b) hereof to the extent necessary to ensure that (A) it is
available for resales by the Holders of Registrable Securities entitled to the
benefit of this Agreement and (B) conforms with the requirements of this
Agreement and the Securities Act and the rules and regulations of the
Commission promulgated thereunder as announced from time to time for a period
(the “Effectiveness
Period”) of:


 


(1)           two years after the latest date of
original issuance of the Convertible Notes; or


 


(2)           such shorter period, from the date of
filing of the Shelf Registration Statement until either of (i) the sale
pursuant to a Shelf Registration Statement of all the Registrable Securities or
(ii) the expiration of the holding periods applicable to the Registrable
Securities held by Holders that are not Affiliates of the Issuer under Rule
144(k) under the Securities Act.


 


(b)           No Holder of Registrable Securities
may include any of its Registrable Securities in the Shelf Registration
Statement pursuant to this Agreement unless such Holder furnishes to the Issuer
in writing, prior to or on the 20th Business Day after the date of the notice
including a request therefor (the “Questionnaire Deadline”), such information
as the Issuer may reasonably request for use in connection with the Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein
and in any application to be filed with or under state securities laws. In
connection with all such requests for information from Holders of Registrable
Securities, the Issuer shall notify such Holders of the requirements set forth
in the preceding sentence. No Holder of Registrable Securities shall be
entitled to Liquidated Damages pursuant to Section 3 hereof unless such Holder
shall have provided all such reasonably requested information prior to or on
the Questionnaire Deadline. Each Holder as to which the Shelf Registration
Statement is being effected agrees to furnish promptly to the Issuer all
information 


 


5

















 


required to be disclosed in order to make information
previously furnished to the Issuer by such Holder not materially misleading.


 


3.             Liquidated Damages.


 


(a)           If:


 


(i)            the Shelf Registration Statement has
not been filed with the Commission prior to or on the Shelf Filing Deadline,


 


(ii)           the Shelf Registration Statement has
not been declared effective by the Commission prior to or on the Effectiveness
Target Date,


 


(iii)          subject to the provisions of Section
4(b)(i) hereof, the Shelf Registration Statement is filed and declared
effective but, during the Effectiveness Period and after the Effectiveness
Target Date, shall thereafter cease to be effective or fail to be usable in
connection with resales of Registrable Securities without being succeeded
within five Business Days by a post-effective amendment to the Shelf
Registration Statement or a report filed with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure
and, in the case of a post-effective amendment, is itself declared effective
within such five Business Day period, or


 


(iv)          prior to or on the 45th or 60th day,
as the case may be, of any Suspension Period, such suspension has not been
terminated, (each such event referred to in foregoing clauses (i) through (iv),
a “Registration
Default”),


 


then the Issuer hereby agrees to pay liquidated
damages (“Liquidated
Damages”) to each Holder from and including the day following the
Registration Default to but excluding the day on which all Registration
Defaults have been cured in an amount equal to:


 


(A)          with respect to such Holder’s
Convertible Notes, for the first 90-day period during which a Registration
Default shall have occurred and be continuing but excluding the day on which
all Registration Defaults have been cured, an amount equal to 0.25% per annum
on the principal amount of such Holder’s then outstanding and not converted
Convertible Notes, increasing to an amount equal to 0.50% per annum on the
principal amount of such Holder’s then outstanding and not converted
Convertible Notes on the 91st day, provided
that in no event shall the aggregate Liquidated Damages pursuant to this clause
accrue at a rate per annum exceeding 0.50% of the sum of the principal amount
of the then outstanding Convertible Notes;


 


(B)           with respect to such Holder’s Common
Stock issued upon conversion of Convertible Notes, for the first 90-day period during
which a Registration Default shall have occurred and be continuing but
excluding the day on which all Registration Defaults have been cured, an amount
equal to 0.25% per annum on the principal amount of such Holder’s converted
Convertible Notes, increasing to an amount equal to 0.50% per annum on the
principal amount of such Holder’s converted Convertible Notes on the 91st day, provided that in no 


 


6

















 


event shall the aggregate Liquidated Damages pursuant
to this clause accrue at a rate per annum exceeding 0.50% of the sum of the
principal amount of the then converted Convertible Notes;


 


(b)           All accrued Liquidated Damages shall
be paid in arrears to Record Holders by the Issuer on each Damages Payment Date
by wire transfer of immediately available funds or by federal funds check.
Following the cure of all Registration Defaults relating to any particular
Convertible Note or share of Common Stock, the accrual of Liquidated Damages
with respect to such Convertible Note or share of Common Stock will cease.


 


All obligations of the Issuer set forth in this
Section 3 and in Section 4 that are outstanding with respect to any Registrable
Security at the time such security ceases to be a Registrable Security shall cease
to exist with respect to such Registrable Security.


 


The Liquidated Damages set forth above shall be the
exclusive monetary remedy available to the Holders of Registrable Securities
for such Registration Default.


 


4.             Registration Procedures.


 


(a)           In connection with the Shelf
Registration Statement, the Issuer shall comply with all the provisions of
Section 4(b) hereof and shall, in accordance with Section 2 hereof, prepare and
file with the Commission a Shelf Registration Statement relating to the registration
on any appropriate form under the Securities Act.


 


(b)           In connection with the Shelf
Registration Statement and any Prospectus required by this Agreement to permit
the sale or resale of Registrable Securities, the Issuer shall:


 


(i)            Subject to any notice by the Issuer
in accordance with this Section 4(b) of the existence of any fact or event of
the kind described in Section 4(b)(iii)(D), use its reasonable best efforts to
keep the Shelf Registration Statement continuously effective during the Effectiveness
Period; upon the occurrence of any event that would cause the Shelf
Registration Statement or the Prospectus contained therein (A) to contain a
material misstatement or omission or (B) not be effective and usable for resale
of Registrable Securities during the Effectiveness Period, the Issuer shall
file promptly an appropriate amendment to the Shelf Registration Statement or a
report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act, in the case of clause (A), correcting any such
misstatement or omission, and, in the case of either clause (A) or (B), use its
reasonable best efforts to cause such amendment to be declared effective and
the Shelf Registration Statement and the related Prospectus to become usable
for resale of Registrable Securities during the Effectiveness Period as soon as
practicable thereafter. Notwithstanding the foregoing, the Issuer may suspend
the use of the Prospectus (and may also elect to suspend the effectiveness of
the Shelf Registration Statement) by written notice to the Holders for a period
not to exceed an aggregate of 45 days in any 90-day period (each such period, a
“Suspension
Period”) if:


 


7

















 


(x)            an event occurs and is continuing as
a result of which the Shelf Registration Statement would, in the Issuer’s
reasonable judgment, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and


 


(y)           the Issuer reasonably determines that
the disclosure of such event at such time would have a material adverse effect
on the business of the Issuer (and its subsidiaries, if any, taken as a whole);


 


provided,
that (A) in the event the disclosure relates to a previously undisclosed
proposed or pending material business transaction, the disclosure of which
would impede the Issuer’s ability to consummate such transaction, the Issuer
may extend a Suspension Period from 45 days to 60 days and (B) the Suspension
Periods shall not exceed an aggregate of 90 days in any 360-day period.  No Liquidated Damages shall accrue, or be
payable as a result of the failure of the Registration Statement and the Prospectus
to be effective and usable, during any Suspension Period.  Each Holder, by its acceptance of a
Registrable Security, agrees to hold in confidence any communication by the
Issuer relating to an event described in Section 4(b)(i)(x) and (y) or Section 4(b)(iii)(D).


 


(ii)           Prepare and file with the Commission
such amendments and post-effective amendments to the Shelf Registration
Statement as may be necessary to keep the Shelf Registration Statement
effective during the Effectiveness Period; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Securities Act, and to comply fully
with the applicable provisions of Rules 424 and 430A under the Securities Act
in a timely manner; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by the Shelf Registration
Statement during the applicable period in accordance with the intended method
or methods of distribution by the sellers thereof set forth in the Shelf
Registration Statement or supplement to the Prospectus.


 


(iii)          Advise the underwriter(s), if any,
and, in the case of (A), (C) and (D) below, the selling Holders promptly and,
if requested by such Persons, to confirm such advice in writing:


 


(A)          when the Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to the
Shelf Registration Statement or any post-effective amendment thereto, when the
same has become effective,


 


(B)           of any request by the Commission for
amendments to the Shelf Registration Statement or amendments or supplements to
the Prospectus or for additional information relating thereto,


 


(C)           of the issuance by the Commission of
any stop order suspending the effectiveness of the Shelf Registration Statement
under the Securities Act or of the suspension by any state securities
commission of the 


 


8

















 


qualification of the Registrable Securities for
offering or sale in any jurisdiction, or the initiation of any proceeding for
any of the preceding purposes, or


 


(D)          of the existence of any fact or the
happening of any event, during the Effectiveness Period, that makes any
statement of a material fact made in the Shelf Registration Statement, the
Prospectus, any amendment or supplement thereto, or any document incorporated
by reference therein untrue, or that requires the making of any additions to or
changes in the Shelf Registration Statement or the Prospectus in order to make
the statements therein not misleading.


 


If at any time the
Commission shall issue any stop order suspending the effectiveness of the Shelf
Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Registrable Securities under state securities or Blue Sky
laws, the Issuer shall use its reasonable best efforts to obtain the withdrawal
or lifting of such order at the earliest possible time.


 


(iv)          Furnish to one counsel for the selling
Holders and each of the underwriter(s), if any, before filing with the
Commission, a copy of the Shelf Registration Statement and copies of any
Prospectus included therein or any amendments or supplements to either of the
Shelf Registration Statement or Prospectus (other than documents incorporated
by reference after the initial filing of the Shelf Registration Statement),
which documents will be subject to the review of such counsel and
underwriter(s), if any, for a period of two Business Days, and the Issuer will
not file the Shelf Registration Statement or Prospectus or any amendment or
supplement to the Shelf Registration Statement or Prospectus (other than
documents incorporated by reference) to which such counsel or the
underwriter(s), if any, shall reasonably object within two Business Days after
the receipt thereof. Such counsel or underwriter, if any, shall be deemed to
have reasonably objected to such filing if the Shelf Registration Statement,
amendment, Prospectus or supplement, as applicable, as proposed to be filed,
contains a material misstatement or omission.


 


(v)           Subject to the execution of a
confidentiality agreement reasonably acceptable to the Issuer, make available
at reasonable times for inspection by one or more representatives of the
selling Holders, designated in writing by a Majority of Holders whose
Registrable Securities are included in the Shelf Registration Statement, any
underwriter, if any, participating in any distribution pursuant to the Shelf
Registration Statement, and any attorney or accountant retained by the Majority
of Holders or any of the underwriter(s), all financial and other records,
pertinent corporate documents and properties of the Issuer as shall be
reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the Issuer’s officers, directors, managers and
employees to supply all information reasonably requested by any such
representative or representatives of the selling Holders, underwriter, attorney
or accountant in connection with the Shelf Registration Statement after the
filing thereof and before its effectiveness; provided, however, that any
information designated by the Issuer 


 


9

















 


as confidential at the time of delivery of such
information shall be kept confidential by the recipient thereof.


 


(vi)          If requested by any selling Holders or
the underwriter(s), if any, incorporate in the Shelf Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary,
such information as such selling Holders and underwriter(s), if any, may
reasonably request to have included therein with respect to: (1) the “Plan of
Distribution” of the Registrable Securities, (2) the principal
amount of Convertible Notes or number of shares of Common Stock being sold, (3)
the purchase price being paid therefor and (4) any other terms of the offering
of the Registrable Securities to be sold in such offering; and make all
required filings of such Prospectus supplement or post-effective amendment as
soon as reasonably practicable after the Issuer is notified of the matters to
be incorporated in such Prospectus supplement or post-effective amendment.


 


(vii)         Furnish to each selling Holder and each
of the underwriter(s), if any, without charge, at least one copy of the Shelf
Registration Statement, as first filed with the Commission, and of each
amendment thereto (and any documents incorporated by reference therein or
exhibits thereto (or exhibits incorporated in such exhibits by reference) as
such Person may request in writing).


 


(viii)        Deliver to each selling Holder and each
of the underwriter(s), if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as such Persons reasonably may request; subject to any notice by the Issuer in
accordance with this Section 4(b) of the existence of any fact or event of the
kind described in Section 4(b)(i)(x) or (y), the Issuer hereby consents to the
use of the Prospectus and any amendment or supplement thereto by each of the
selling Holders and each of the underwriter(s), if any, in connection with the
offering and the sale of the Registrable Securities covered by the Prospectus
or any amendment or supplement thereto.


 


(ix)           If an underwriting agreement is
entered into, in the case of an Underwritten Offering, the Issuer shall:


 


(A)          upon request, furnish to each selling
Holder and each underwriter, if any, in such substance and scope as they may reasonably
request and as are customarily made by issuers to underwriters in primary
underwritten offerings, upon the date of closing of any sale of Registrable
Securities in an Underwritten Offering:


 


(1)           a certificate, dated the date of such
closing, signed by (y) the Chairman of the Board, the Chief Executive Officer,
the President or a Vice President and/or (z) the Chief Financial Officer of the
Issuer confirming, as of the date thereof, such matters as such parties may
reasonably request;


 


10

















 


(2)           opinions, each dated the date of such
closing, of counsel to the Issuer covering such matters as are customarily
covered in legal opinions to underwriters in connection with primary
underwritten offerings of securities; and


 


(3)           customary comfort letters, dated the
date of such closing, from the Issuer’s independent accountants (and from any
other accountants whose report is contained or incorporated by reference in the
Shelf Registration Statement), in the customary form and covering matters of
the type customarily covered in comfort letters to underwriters in connection
with primary underwritten offerings of securities;


 


(B)           set forth in full in the underwriting
agreement, if any, indemnification provisions and procedures which provide
rights no less protective than those set forth in Section 6 hereof with respect
to all parties to be indemnified; and


 


(C)           deliver such other documents and
certificates as may be reasonably requested by such parties to evidence compliance
with clause (A) above and with any customary conditions contained in the
underwriting agreement or other agreement entered into by the selling Holders
pursuant to this clause (ix).


 


(x)            Before any public offering of
Registrable Securities, cooperate with the selling Holders, the underwriter(s),
if any, and their respective counsel in connection with the registration and
qualification of the Registrable Securities under the securities or Blue Sky
laws of such jurisdictions as the selling Holders or underwriter(s), if any,
may reasonably request and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Shelf Registration Statement; provided, however, that the
Issuer shall not be required (A) to register or qualify as a foreign
corporation or a dealer of securities where it is not now so qualified or to
take any action that would subject it to the service of process in any
jurisdiction where it is not now so subject or (B) to subject itself to
taxation in any such jurisdiction if it is not now so subject.


 


(xi)           Cooperate with the selling Holders
and the underwriter(s), if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends (unless required by applicable securities
laws); and enable such Registrable Securities to be in such denominations and
registered in such names as the Holders or the underwriter(s), if any, may
reasonably request at least two Business Days before any sale of Registrable
Securities made by such underwriter(s).


 


(xii)          Subject to Section 4(b)(i) hereof, use
its reasonable best efforts to cause the Registrable Securities covered by the
Shelf Registration Statement to be registered with or approved by such other
U.S. governmental agencies or authorities as 


 


11

















 


may be necessary to enable the seller or sellers
thereof or the underwriter(s), if any, to consummate the disposition of such
Registrable Securities, subject to the proviso in clause (x) above.


 


(xiii)         Subject to Section 4(b)(i) hereof, if
any fact or event contemplated by Section 4(b)(iii)(D) hereof shall exist or
have occurred, use its reasonable best efforts prepare a supplement or
post-effective amendment to the Shelf Registration Statement or related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of
Registrable Securities, the Prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading.


 


(xiv)        Provide CUSIP numbers for all
Registrable Securities not later than the effective date of the Shelf
Registration Statement and provide the Trustee under the Indenture with
certificates for the Convertible Notes that are in a form eligible for deposit
with The Depository Trust Company.


 


(xv)         Cooperate and assist in any filings
required to be made with the NASD and in the performance of any due diligence
investigation by any underwriter that is required to be retained in accordance
with the rules and regulations of the NASD.


 


(xvi)        Subject to Section 4(b)(i) hereof,
otherwise use its reasonable best efforts to comply with all applicable rules
and regulations of the Commission and all reporting requirements under the
rules and regulations of the Exchange Act.


 


(xvii)       Cause the Indenture to be qualified under
the TIA not later than the effective date of the Shelf Registration Statement
required by this Agreement, and, in connection therewith, cooperate with the
Trustee and the holders of Convertible Notes to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the TIA; and execute and use its reasonable best
efforts to cause the Trustee thereunder to execute all documents that may be
required to effect such changes and all other forms and documents required to
be filed with the Commission to enable such Indenture to be so qualified in a
timely manner.


 


(xviii)      Cause all Registrable Securities covered
by the Shelf Registration Statement to be listed or quoted, as the case may be,
on each securities exchange or automated quotation system on which securities
issued by the Issuer of the same series are then listed or quoted.


 


(xix)         Provide promptly to each Holder upon
written request each document filed with the Commission pursuant to the
requirements of Section 13 and Section 15 of the Exchange Act after the
effective date of the Shelf Registration Statement, unless such documents are
available from the Commission’s Electronic Data Gathering And Retrieval system.


 


(c)           Each Holder agrees by acquisition of
a Registrable Security that, upon receipt of any notice from the Issuer
pursuant to Section 4(b)(i) of the existence of any 


 


12

















 


fact of the kind described in Section 4(b)(i)(x) or
(y) hereof, such Holder will, and will use its reasonable best efforts to cause
any underwriter(s) in an Underwritten Offering to, forthwith discontinue
disposition of Registrable Securities pursuant to the Shelf Registration Statement
until such Holder is advised in writing (the “Advice”)
by the Issuer that the use of the Prospectus may be resumed, and has received
copies of any additional or supplemental filings that are incorporated by
reference in the Prospectus or of the supplemented or amended Prospectus
contemplated by Section 4(b)(xiii) hereof.


 


If so directed by the Issuer, each Holder will deliver
to the Issuer (at the Issuer’s expense) all copies, other than permanent file
copies then in such Holder’s possession, of the Prospectus covering such
Registrable Securities that was current at the time of receipt of such notice
of suspension.


 


(d)           Each Holder who intends to be named
as a selling Holder in the Shelf Registration Statement shall furnish to the
Issuer in writing, within 20 Business Days after the date of the notice
including a request therefor as set forth in a questionnaire in the form
attached hereto as Annex A, such information regarding such Holder and
the proposed distribution by such Holder of its Registrable Securities as the
Issuer may reasonably request for use in connection with the Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. Holders
that do not complete the questionnaire and deliver it to the Issuer shall not
be named as selling securityholders in the Prospectus or preliminary Prospectus
included in the Shelf Registration Statement and therefore shall not be
permitted to sell any Registrable Securities pursuant to the Shelf Registration
Statement. Each Holder who intends to be named as a selling Holder in the Shelf
Registration Statement shall promptly furnish to the Issuer in writing all
information required to be disclosed in order to make information previously
furnished to the Issuer by such Holder not materially misleading and such other
information as the Issuer may from time to time reasonably request in writing.


 


(e)           Upon the effectiveness of the Shelf
Registration Statement, each Holder shall notify the Issuer at least three
Business Days prior to any intended distribution of Registrable Securities
pursuant to the Shelf Registration Statement (a “Sale Notice”), which notice
shall be effective for five Business Days. Each Holder of this Security, by
accepting the same, agrees to hold any communication by the Issuer in response
to a Sale Notice in confidence.


 


5.             Registration Expenses.


 


(a)           All expenses incident to the Issuer’s
performance of or compliance with this Agreement shall be borne by the Issuer
regardless of whether a Shelf Registration Statement becomes effective,
including, without limitation:


 


(i)            all registration and filing fees and
expenses (other than filings made by any Initial Purchasers or Holders with the
NASD);


 


(ii)           all fees and expenses of compliance
with federal securities and state Blue Sky or securities laws;


 


13

















 


(iii)          all expenses of printing (including
printing of Prospectuses and certificates for the Common Stock to be issued
upon conversion of the Convertible Notes), messenger and delivery services, and
telephone;


 


(iv)          all reasonable fees and disbursements
of counsel to the Issuer and, subject to Section 5(b) below, the Holders of
Registrable Securities;


 


(v)           all application and filing fees in
connection with listing (or authorizing for quotation) the Common Stock on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and


 


(vi)          all fees and disbursements of
independent certified public accountants of the Issuer (including the expenses
of any special audit and comfort letters required by or incident to such
performance).


 


The Issuer shall bear its
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal, accounting or other duties), the
expenses of any annual audit and the fees and expenses of any Person, including
special experts, retained by the Issuer.


 


(b)           In connection with the Shelf
Registration Statement required by this Agreement, the Issuer shall reimburse
the Initial Purchasers and the Holders of Registrable Securities being
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, which shall be
Latham & Watkins or such other counsel chosen by a Majority of Holders for
whose benefit the Shelf Registration Statement is being prepared and is
reasonably acceptable to the Issuer. The Issuer shall not be required to pay
any underwriter discount, commission or similar fees related to the sale of the
Securities.


 


6.             Indemnification and Contribution.


 


(a)           The Issuer shall indemnify and hold
harmless each Holder, such Holder’s directors, officers, employees,
representatives, agents and each person, if any, who controls such Holder
within the meaning of Section 15 of the Securities Act (each, an “Indemnified
Holder”), from and against any loss, claim, damage or liability,
joint or several, or any action in respect thereof (including, but not limited
to, any loss, claim, damage, liability or action relating to resales of the
Registrable Securities), to which such Indemnified Holder may become subject,
under the Securities Act or otherwise, insofar as any such loss, claim, damage,
liability or action arises out of, or is based upon:


 


(i)            any untrue statement or alleged
untrue statement of a material fact contained in (A) the Shelf Registration
Statement or Prospectus or any amendment or supplement thereto; or


 


(ii)           the omission or alleged omission to
state in the Shelf Registration Statement any material fact required to be
stated therein or necessary to make the statements therein not misleading, or
the omission or alleged omission to state in the Prospectus any material fact
required to be stated therein or necessary to make the 


 


14

















 


statements therein, in the light of the circumstances
under which they were made, not misleading, and shall reimburse each
Indemnified Holder promptly upon demand for any legal or other expenses
reasonably incurred by such Indemnified Holder in connection with investigating
or defending or preparing to defend against any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Issuer shall not be liable in any such case to the extent that any such loss,
claim, damage, liability or action (A) arises out of, or is based upon, any
untrue statement or alleged untrue statement or omission or alleged omission
made in the Shelf Registration Statement or Prospectus or amendment or supplement
thereto in reliance upon and in conformity with written information furnished
to the Issuer by or on behalf of any Holder (or its related Indemnified Holder)
in writing specifically for use therein; provided, further, that as to any
preliminary Prospectus, this indemnity agreement shall not inure to the benefit
of any Indemnified Holder or any officer, employee, representative, agent,
director or controlling person of that Indemnified Holder on account of any
loss, claim, damage, liability or action arising from the sale of the
Registrable Securities sold pursuant to the Shelf Registration Statement to any
person by such Indemnified Holder if (i) that Indemnified Holder failed to send
or give a copy of the Prospectus, as the same may be amended or supplemented,
to that person within the time required by the Securities Act and (ii) the
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact in such preliminary Prospectus was
corrected in the Prospectus or a supplement or amendment thereto, as the case
may be, unless in each case, such failure resulted from noncompliance by the
Issuer with Section 4, or (B) results from noncompliance by the Indemnified
Holder with its obligations under Section 4(c) or Section 4(e). The foregoing
indemnity agreement is in addition to any liability that the Issuer may
otherwise have to any Indemnified Holder.


 


(b)           Each Holder, severally and not
jointly, shall indemnify and hold harmless the Issuer, its directors, officers,
employees, representatives, agents and each person, if any, who controls the
Issuer within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, from and against any loss, claim, damage or liability, joint
or several, or any action in respect thereof, to which the Issuer or any such
officer, employee, representative, agent or controlling person may become
subject, insofar as any such loss, claim, damage or liability or action arises
out of, or is based upon:


 


(i)            any untrue statement or alleged
untrue statement of any material fact contained in the Shelf Registration
Statement or Prospectus or any amendment or supplement thereto; or


 


(ii)           the omission or the alleged omission
to state in the Shelf Registration Statement any material fact required to be
stated therein or necessary to make the statements therein not misleading, or
the omission or alleged omission to state in the Prospectus any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, but in
each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Issuer by or on behalf of
such Holder (or its related Indemnified Holder) specifically for use therein,
and shall 


 


15

















 


reimburse the Issuer and any such director, officer,
employee, representative, agent or controlling person promptly upon demand for
any legal or other expenses reasonably incurred by the Issuer or any such
officer, employee or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage,
liability or action as such expenses are incurred. The foregoing indemnity
agreement is in addition to any liability that any Holder may otherwise have to
the Issuer and any such director, officer, employee or controlling person.


 


(c)           Promptly after receipt by an
indemnified party under this Section 6 of notice of any claim or the
commencement of any action or proceeding (including a governmental
investigation), the indemnified party shall, if a claim in respect thereof is
to be made against the indemnifying party under this Section 6, notify the
indemnifying party in writing of the claim or the commencement of that action;provided,
however, that the failure to notify the indemnifying party shall not
relieve it from any liability that the indemnifying party may have under this
Section 6 except to the extent it has been materially prejudiced by such
failure and, provided, further,
that the failure to notify the indemnifying party shall not relieve the
indemnifying party from any liability that it may have to an indemnified party
otherwise than under this Section 6. If any such claim or action shall be
brought against an indemnified party, and it notifies the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel satisfactory to
the indemnified party. After notice from the indemnifying party to the
indemnified party of its election to so assume the defense thereof, the
indemnifying party shall not be liable to the indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation; provided, however, that the indemnified
party shall have the right to employ counsel to represent jointly the
indemnified party and its respective directors, employees, officers and
controlling persons who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by the indemnified party against the
indemnifying party under this Section 6 if such indemnified party shall have
been advised in writing that the representation of such indemnified party and
those directors, employees, officers and controlling persons by the same
counsel would be inappropriate under applicable standards of professional
conduct due to actual or potential differing interests between them, and in
that event the fees and expenses of such separate counsel shall be paid by the
indemnifying party. It is understood that the indemnifying party shall not be
liable for the fees and expenses of more than one separate firm (in addition to
local counsel in each jurisdiction) for all indemnified parties in connection
with any proceeding or related proceedings. Each indemnified party, as a
condition of the indemnity agreements contained in Sections 6(a) and 6(b),
shall use its reasonable best efforts to cooperate with the indemnifying party
in the defense of any such action or claim. No indemnifying party shall:


 


(i)            without the prior written consent of
the indemnified parties (which consent shall not be unreasonably withheld)
effect any settlement of any pending or threatened action in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such 


 


16

















 


claim or action) unless such settlement, compromise or
consent includes an unconditional release of such indemnified party from all
liability arising out of such claim, action, suit or proceeding and does not
include a statement as to or an admission of fault, culpability or failure to
act by or on behalf of any indemnified party, or


 


(ii)           be liable for any settlement of any
such action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be
a final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against
any loss of liability by reason of such settlement or judgment in accordance
with this Section 6.


 


(d)           If the indemnification provided for
in this Section 6 is unavailable or insufficient to hold harmless an
indemnified party under Sections 6(a) or 6(b) above, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to in Section 6(a) or 6(b) (i) in such proportion as
is appropriate to reflect the relative benefits received by the indemnifying
party or parties on the one hand and the indemnified party on the other from
the registration of the Registrable Securities pursuant to the Shelf
Registration, or (ii) if the allocation provided by the foregoing clause (i) is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable considerations. The
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Issuer on the one hand or such Holder or such other
indemnified party, as the case may be, on the other, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid by an indemnified party as a result
of the losses, claims, damages or liabilities referred to in the first sentence
of this Section 6(d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this Section 6(d).
Notwithstanding any other provision of this Section 6(d), the Holders of the
Registrable Securities shall not be required to contribute any amount in excess
of the amount by which the gross proceeds received by such Holders from the
sale of the Registrable Securities pursuant to the Shelf Registration Statement
exceeds the amount of damages which such Holders have otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 6(d), each person, if any, who
controls such indemnified party within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as such indemnified
party and each person, if 


 


17

















 


any, who controls the Issuer within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution
as the Issuer.


 


(e)           The indemnity and contribution
provisions contained in this Section 6 shall remain operative and in full force
and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Initial Purchaser, any Holder or any
person controlling any Initial Purchaser or any Holder, or by or on behalf of
the Issuer, its officers or directors or any person controlling the Issuer, and
(iii) any sale of Registrable Securities pursuant to the Shelf Registration
Statement.


 


7.             Rule 144A.


 


In the event the Issuer is not subject to Section 13
or 15(d) of the Exchange Act, the Issuer hereby agrees with each Holder, for so
long as any Registrable Securities remain outstanding, to make available to any
Holder or beneficial owner of Registrable Securities in connection with any
sale thereof and any prospective purchaser of such Registrable Securities from
such Holder or beneficial owner, the information required by Rule 144A(d)(4)
under the Securities Act in order to permit resales of such Registrable
Securities pursuant to Rule 144A.


 


8.             Underwritten Registrations.


 


(a)           The Underwriting Majority may sell
its Registrable Securities in an Underwritten Offering pursuant to the Shelf
Registration Statement, if the Underwriting Majority shall so request in
writing within 30 days of such sale, but only with the Issuer’s consent, which
consent may be granted or withheld in the Issuer’s sole discretion.  The Holders shall not be entitled to sell
Registrable Securities in an Underwritten Offering in the absence of such a
request by the Underwriting Majority and consent by the issuer.


 


(b)           Participation of Holders. No Holder may
participate in any Underwritten Registration hereunder unless such Holder:


 


(i)            agrees to sell such Holder’s
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements; and


 


(ii)           completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents reasonably required under the terms of such
underwriting arrangements.


 


(c)           Selection of Underwriters. In any such
Underwritten Offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by a Majority of
Holders whose Registrable Securities are included in such Underwriting
Offering; provided, that such
investment bankers and managers must be reasonably satisfactory to the Issuer.


 


18

















 


9.             Miscellaneous.


 


(a)           Remedies. The Issuer acknowledges and
agrees that any failure by the Issuer to comply with its obligations under
Section 2 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required
to specifically enforce the Issuer’s obligations under Section 2 hereof. The
Issuer further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.


 


(b)           No Inconsistent Agreements. The Issuer
will not, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof. In
addition, the Issuer shall not grant to any of its security holders (other than
the holders of Registrable Securities in such capacity) the right to include
any of its securities in the Shelf Registration Statement provided for in this
Agreement other than the Registrable Securities. Other than as disclosed in the
Issuer’s Offering Memorandum dated February 27, 2002, the Issuer has not
previously entered into any agreement (which has not expired or been
terminated) granting any registration rights with respect to its securities to
any Person, which rights conflict with the provisions hereof.


 


(c)           Adjustments Affecting Registrable Securities. The
Issuer shall not, directly or indirectly, take any action with respect to the
Registrable Securities as a class that would adversely affect the ability of
the Holders of Registrable Securities to include such Registrable Securities in
a registration undertaken pursuant to this Agreement.


 


(d)           Amendments and Waivers. This Agreement may
not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given, unless the Issuer has
obtained the written consent of a Majority of Holders; provided, however, that no
amendment, modification, supplement, waiver or consent to or departure from the
provisions of Section 6 that materially and adversely affects a Holder hereof
shall be effective as against any such Holder of Registrable Securities unless
consented to in writing by such Holder.


 


(e)           Notices. All notices and other
communications provided for or permitted hereunder shall be made in writing by
hand-delivery, first-class mail (registered or certified, return receipt requested),
telex, telecopier, or air courier guaranteeing overnight delivery:


 


(i)            if to a Holder, at the address set
forth on the records of the registrar under the Indenture or the transfer agent
of the Common Stock, as the case may be; and


 


19

















 


(ii)           if to the Issuer:


 


Adaptec, Inc.


691 South Milpitas Blvd.


Milpitas, CA  95035


Fax No.:  (408) 945-8600


Attention:  Chief Financial Officer


 


With a copy to:


 


Fenwick & West LLP


Two Palo Alto Square


Palo Alto, CA  94306


Fax No.:  (650) 494-1417


Attention:  Daniel J. Winnike, Esq.


 


(iii)          if to the Initial Purchasers:


 


c/o Bear, Stearns &
Co. Inc.


383 Madison Avenue 


New York, New York  10179


Fax No.:  (212) 272-3092 


Attention:  Convertible Capital Markets


 


With a copy to:


 


Latham & Watkins


505 Montgomery Street


Suite 1900


San Francisco, CA  94111


Fax No.:  (415) 395-8095


Attention:  Tracy K. Edmonson, Esq.


 


All such notices and communications shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt acknowledged, if telecopied; and on the next Business Day,
if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee at the address specified in the Indenture.


 


A document or notice shall be deemed to have been
furnished to the Holders of the Registrable Securities if it is provided to the
registered holders of the Registrable Securities at the address set forth in
clause (i) above.


 


20

















 


(f)            Successors and Assigns. This Agreement
shall inure to the benefit of and be binding upon the successors, assigns and
transferees of each of the parties, including without limitation and without
the need for an express assignment, subsequent Holders of Registrable
Securities; provided,
however, that (i) nothing contained herein shall be deemed to permit
any assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Purchase Agreement or the Indenture and (ii) this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired
Registrable Securities from such Holder. If any transferee of any Holder shall
acquire Registrable Securities, in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities
such person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such Person shall
be entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the
Issuer with respect to any failure by a Holder to comply with, or breach by any
Holder of, any of the obligations of such Holder under this Agreement.


 


(g)           Purchases and Sales of Convertible Notes. The
Issuer shall not, and shall use its reasonable best efforts to cause its
affiliates (as defined in Rule 405 under the Securities Act) within its Control
not to, resell or otherwise transfer any Convertible Notes acquired by the
Company or such affiliates, except pursuant to an effective registration
statement under the Securities Act or an exemption therefrom.


 


(h)           Third Party Beneficiary. The Holders shall
be third party beneficiaries to the agreements made hereunder between the
Issuer and the Initial Purchasers, and such Initial Purchasers shall have the
right to enforce such agreements directly to the extent they deem such
enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder.


 


(i)            Counterparts. This Agreement may be
executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


 


(j)            Securities Held by the Issuer or Their Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Issuer or
its affiliates (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.


 


(k)           Headings. The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 


(l)            Governing Law. This agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.


 


21

















 


(m)          Consent to Jurisdiction. Each party
irrevocably agrees that any legal suit, action or proceeding arising out of or
based upon this Agreement or the transactions contemplated hereby (“Related
Proceedings”) may be instituted in the federal courts of the United
States of America located in the City of New York or the courts of the State of
New York in each case located in the Borough of Manhattan in the City of New
York (collectively, the “Specified Courts”), and irrevocably
submits to the exclusive jurisdiction (except for proceedings instituted in
regard to the enforcement of a judgment of any such court (a “Related
Judgment”), as to which such jurisdiction is non-exclusive) of such
courts in any such suit, action or proceeding. The parties further agree that
service of any process, summons, notice or document by mail to such party’s
address set forth above shall be effective service of process for any lawsuit,
action or other proceeding brought in any such court. The parties hereby
irrevocably and unconditionally waive any objection to the laying of venue of
any lawsuit, action or other proceeding in the Specified Courts, and hereby
further irrevocably and unconditionally waive and agree not to plead or claim
in any such court that any such lawsuit, action or other proceeding brought in
any such court has been brought in an inconvenient forum.


 


(n)           Severability. If any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


 


(o)           Entire Agreement. This Agreement, together
with the Purchase Agreement and the Indenture, is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Issuer with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


 


[Signature page to
follow]


 


22

















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  ADAPTEC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David A. Young

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David A. Young

  
	
   

  	
   

  	
  Title:

  	
  Vice President and

  Chief Financial Officer

  
					



 


The foregoing Registration Rights Agreement is hereby
confirmed and accepted as of the date first above written.


 


	
   

  	
  BEAR, STEARNS & CO. INC.,

  
	
   

  	
   

  	
  on behalf of the Initial Purchasers

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen Parish

  	
   

  
	
   

  	
  Name:

  	
  STEPHEN PARISH

  
	
   

  	
  Title:

  	
  SENIOR MANAGING DIRECTOR

  
						



 


 

















 


ANNEX A


 


Adaptec,
Inc.

Notice of Registration Statement

and Selling Securityholder Election and Questionnaire


 


Notice


 


Adaptec, Inc. (the “Company”) has filed, or
intends shortly to file, with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-3 or such other Form as may be available
(the “Shelf
Registration Statement”) for the registration and resale under Rule
415 of the Securities Act of 1933, as amended (the “Securities Act”), of the
Company’s 3% Convertible Subordinated Notes due 2007 (CUSIP No. 006-51F-AD0)
(the “Notes”),
and common stock, $.001 par value per share, issuable upon conversion and
thereof (the “Shares” and together with the Notes, the “Transfer
Restricted Securities”) in accordance with the terms of the
Registration Rights Agreement, dated as of March 5, 2002 (the “Registration
Rights Agreement”) among the Company and Bear, Stearns & Co.
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America
Securities LLC and Morgan Stanley & Co. Incorporated.  A copy of the Registration Rights Agreement
is available from the Company. All capitalized terms not otherwise defined
herein have the meaning ascribed thereto in the Registration Rights Agreement.


 


To sell or otherwise dispose of any Transfer
Restricted Securities pursuant to the Shelf Registration Statement, a
beneficial owner of Transfer Restricted Securities generally will be required
to be named as a selling securityholder in the related Prospectus, deliver a
Prospectus to purchasers of Transfer Restricted Securities, be subject to
certain civil liability provisions of the Securities Act and be bound by those
provisions of the Registration Rights Agreement applicable to such beneficial
owner (including certain indemnification rights and obligations, as described
below). To be included in the Shelf Registration Statement, this Election and
Questionnaire must be completed, executed and delivered to the Company at the
address set forth herein for receipt PRIOR TO
OR ON  the 20th
business day from the receipt hereof (the “Election and Questionnaire Deadline”).  Beneficial Owners that do not complete and return this
Election and Questionnaire to the Company as provided below prior to the
Election and Questionnaire Deadline will not be named as Selling
Securityholders in the Prospectus and therefore will not be permitted to sell
any Transfer Restricted Securities pursuant to the Shelf Registration
Statement.


 


Certain legal consequences arise from being named as a
selling securityholder in the Shelf Registration Statement and the related
Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted
Securities are advised to consult their own securities law counsel regarding
the consequences of being named or not being named as a selling securityholder
in the Shelf Registration Statement and the related Prospectus.


 


Annex A-1

















 


ELECTION


 


The undersigned holder (the “Selling Securityholder”) of
Transfer Restricted Securities hereby elects to include in the Shelf
Registration Statement the Transfer Restricted Securities beneficially owned by
it and listed below in Item 3 (unless otherwise specified under Item 3). The
undersigned, by signing and returning this Election and Questionnaire,
understands that it will be bound with respect to such Transfer Restricted
Securities by the terms and conditions of this Election and Questionnaire and
the Registration Rights Agreement.


 


Pursuant to the Registration Rights Agreement, the
Selling Securityholder has agreed to indemnify and hold harmless the Company,
the Company’s directors, the Company’s officers, employees, representatives and
agents who sign the Shelf Registration Statement and each person, if any, who
controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, from and against certain losses arising
in connection with statements concerning the Selling Securityholder made in the
Shelf Registration Statement or the related Prospectus in reliance upon the
information provided in this Election and Questionnaire.


 


The Selling Securityholder hereby provides the
following information to the Company and represents and warrants that such
information is accurate and complete:


 


QUESTIONNAIRE


 


1.             (a)           Full Legal Name of Selling
Securityholder:


 


	
   

  	
   

  	
   

  



 


(b)                                 Full
legal name of registered holder (if not the same as (a) above) through which
Transfer Restricted Securities listed in (3) below are held:


 


	
   

  	
   

  	
   

  



 


(c)                                  Full
legal name of DTC participant (if applicable and if not the same as (b) above)
through which Transfer Restricted Securities listed in (3) are held:


 


	
   

  	
   

  	
   

  



 


2.                             Address
for notices to Selling Securityholders:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Contact Person:

  	
   

  	
   

  



 


Annex A-2

















 


3.                             Beneficial
ownership of Transfer Restricted Securities:


 


(a)                                  Type
of Transfer Restricted Securities beneficially owned, and principal amount of
Notes or Number of shares of Common Stock, as the case may be, beneficially
owned:


 


	
   

  	
   

  	
   

  



 


(b)           CUSIP No(s). of such Transfer
Restricted Securities beneficially owned:


 


	
   

  	
   

  	
   

  



 


4.                             Beneficial
ownership of the Company’s securities owned by the Selling Securityholder:


 


Except as set forth below in this Item (4), the
undersigned is not the beneficial or registered owner of any securities of the
Company other than the Transfer Restricted Securities listed above in Item (3)
(“Other
Securities”).


 


(a)                                  Type
and amount of Other Securities beneficially owned by the Selling
Securityholder:


 


	
   

  	
   

  	
   

  



 


(b)                                 CUSIP
No(s). of such Other Securities beneficially owned:


 


	
   

  	
   

  	
   

  



 


5.                             Relationship
with the Company:


 


Except as set forth below, neither the undersigned nor
any of its affiliates, officers, directors or principal equity holders (5% or
more) has held any position or office or has had any other material
relationship with the Company (or their predecessors or affiliates) during the
past three years.


 


State any exceptions here:


 


	
   

  	
   

  	
   

  



 


6.                             Plan
of Distribution:


 


Except as set forth below, the undersigned (including
its donees or pledgees) intends to distribute the Transfer Restricted
Securities listed above in Item (3) pursuant to the Shelf Registration
Statement only as follows (if at all). Such Transfer Restricted Securities may
be sold from time to time directly by the undersigned or, alternatively,
through underwriters, broker-dealers or agents. If the Transfer Restricted
Securities are sold through underwriters or broker-dealers, the Selling
Securityholder will be responsible for underwriting discounts or commissions or
agent’s commissions. Such Transfer Restricted Securities may be 


 


Annex A-3

















 


sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at
the time of sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve crosses or block transactions):


 


(i)                                     on
any national securities exchange or quotation service on which the Transfer
Restricted Securities may be listed or quoted at the time of sale;


 


(ii)                                  in
the over-the-counter market;


 


(iii)                               in
transactions otherwise than on such exchanges or services or in the
over-the-counter market; or


 


(iv)                              through
the writing of options.


 


In connection with sales of the Transfer Restricted
Securities or otherwise, the undersigned may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the Transfer
Restricted Securities and deliver Transfer Restricted Securities to close out
such short positions, or loan or pledge Transfer Restricted Securities to
broker-dealers that in turn may sell such securities.


 


State any exceptions here:


 


	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  



 


Note:
In no event will such method(s) of distribution take the form of an
underwritten offering of the Transfer Restricted Securities without the prior
agreement of the Company.


 


By signing below, the Selling Securityholder
acknowledges that it understands its obligation to comply, and agrees it will
comply, with the provisions of the prospectus delivery and other provisions of
the Securities Act and Exchange Act and the respective rules and regulations
promulgated thereunder, particularly Regulation M thereunder (or any successor
rules or regulations), in connection with any offering of Transfer Restricted
Securities pursuant to the Shelf Registration Statement.


 


If the Selling Securityholder transfers all or any
portion of the Transfer Restricted Securities listed in Item 3 above after the
date on which such information is provided to the Company, the Selling
Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Election and Questionnaire and the
Registration Rights Agreement.


 


By signing below, the Selling Securityholder consents
to the disclosure of the information contained herein in its answers to Items
(1) through (6) above and the inclusion of 


 


Annex A-4

















 


such information in the Shelf Registration Statement and the related
Prospectus. The Selling Securityholder understands that such information will
be relied upon by the Company in connection with the preparation or amendment
of the Shelf Registration Statement and the related Prospectus.


 


In accordance with the Selling Securityholder’s
obligation under the Registration Rights Agreement to provide such information
as may be required by law for inclusion in the Shelf Registration Statement,
the Selling Securityholder agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Shelf Registration
Statement remains effective. All notices hereunder and pursuant to the
Registration Rights Agreement shall be made in writing at the address set forth
below.


 


Once this Election and Questionnaire is executed by
the Selling Securityholders and received by the Company, the terms of this
Election and Questionnaire and the representations and warranties contained
herein shall be binding on, shall inure to the benefit of and shall be
enforceable by the respective successors, heirs, personal representatives and
assigns of the Company and the Selling Securityholder with respect to the
Transfer Restricted Securities beneficially owned by such Selling
Securityholder and listed in Item 3 above. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York.


 


Annex A-5

















 


IN WITNESS WHEREOF, the undersigned, by authority duly
given, has caused this Election and Questionnaire to be executed and delivered
either in person or by its authorized agent.


 


	
  Dated:

  	
   

  	
   

  
	
  Beneficial Owner

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


Please return the completed and executed Election and Questionnaire for
receipt prior to or on the 20th business day
from receipt hereof to Adaptec, Inc. at:


 


Adaptec, Inc.


691 South Milpitas Blvd.


Milpitas, CA 
95035


Attention: 
Chief Financial Officer


 


Annex A-6

















 


EXHIBIT
1 TO ANNEX A


 


NOTICE
TO TRANSFER PURSUANT

TO REGISTRATION STATEMENT


 


Adaptec, Inc.


691 South Milpitas Blvd.


Milpitas, CA  95035


 


Wells Fargo Bank, N.A.


707 Wilshire Blvd., 17th Floor


Los Angeles, CA  90017


Attention:  Corporate Trust
Department


 


Re:          Adaptec,
Inc. 3% Convertible Subordinated Notes due 2007 (the “Notes”)


 


Dear Sirs:


 


Please be advised that                     has transferred $                     aggregate principal amount of the above-referenced
Notes or                                                               
shares of the Company’s Common Stock issued on conversion or repurchase
of Notes, pursuant to the Registration Statement on Form S-3 (File No.
333-                     ) filed by the
Company.


 


We hereby certify that the prospectus delivery
requirements, if any, of the Securities Act of 1933, as amended, have been
satisfied with respect to the transfer described above and that the above named
beneficial owner of the Notes or Common Stock is named as a selling
securityholder in the Prospectus dated                                           , or in amendments or
supplements thereto, and that the aggregate principal amount of the Notes or number
of shares of Common Stock transferred are [all or a portion of] the Notes or
Common Stock listed in such Prospectus, as amended or supplemented, opposite
such owner’s name.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [name]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  (Authorized signature)

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


Annex A-7