Preview | Registration Rights Agreement |

Komag, Incorporated, a Delaware corporation (the Company), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Bear, Stearns & Co. Inc., Citigroup Global Markets Inc., and Piper Jaffray & Co. (collectively, the Initial Purchasers), upon the terms set forth in a purchase agreement, dated as of March 22, 2007 (the Purchase Agreement), $220 million aggregate principal amount (plus up to an additional $30 million principal amount if the Initial Purchasers exercise their overallotment option in full pursuant to the terms of the Purchase Agreement) of its 2.125% Convertible Subordinated Notes due 2014 (the Initial Securities). The Initial Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (the Common Stock) at the conversion rate set forth in the Offering Circular dated March 22, 2007 (the Offering Circular). The Initial Securities will be issued pursuant to an Indenture, dated as of March 28, 2007 (the Indenture), between the Company and U.S. Bank National Association, as trustee (the Trustee). As an inducement to the Initial Purchasers to purchase the Initial Securities pursuant to the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of (i) the Initial Purchasers and (ii) the holders of the Initial Securities and the Common Stock issuable upon conversion of the Initial Securities (collectively, the Securities) from time to time until such time as such Securities have been sold pursuant to a Shelf Registration Statement (as defined below) (each of the forgoing a Holder and collectively the Holders), as follows:

(a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 120 days after the first date of original issuance of the Initial Securities) file with the United States Securities and Exchange Commission (the Commission) and thereafter use its commercially reasonable efforts to cause to be declared effective as soon as practicable (unless it becomes effective automatically upon filing) a registration statement (the Shelf Registration Statement) on Form S-3 (or other appropriate form), which if the Company is then eligible shall be an automatic shelf registration statement, relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the Securities Act) (hereinafter, the Shelf Registration); provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to

be bound by all the provisions of this Agreement applicable to such Holder and such Holder delivers the information required pursuant to Section 2(a) and 2(l) hereof.

(b) The Company shall use its commercially reasonable efforts, subject to Section 1(d) below, to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the Prospectus) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years from the latest date of original issuance of the Initial Securities or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto, (ii) are no longer restricted securities (as defined in Rule 144(k) under the Securities Act, or any successor rule thereof), assuming for this purpose that the Holders thereof are not affiliates of the Company or (iii) the date on which all Transfer Restricted Securities cease to be outstanding (in any such case, such period being called the Shelf Registration Period). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h).

(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) During the Shelf Registration Period, the Company may suspend the availability of the Shelf Registration Statement, upon written notice to the Initial Purchasers and the Holders of Transfer Restricted Securities (which notice shall be accompanied by an instruction to suspend the use of any prospectus), for one or more periods not to exceed 90 days in the aggregate in any consecutive twelve-month period (each such period, a Suspension Period) due to the occurrence or existence of any pending corporate development or other similar event with respect to the Company (not including the avoidance of any obligations hereunder) or any filing with the Commission that, in the Companys discretion, makes it appropriate to suspend the availability of the Shelf Registration Statement and Prospectus.

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