EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 30, 1998, by and among Secure Computing Corporation, a Delaware corporation (the "Company"), and each of the entities whose names appear on...Registration Rights Agreement • July 15th, 1998 • Secure Computing Corp • Services-computer programming services • New York
BY AND AMONGAsset Purchase Agreement • March 11th, 2002 • Secure Computing Corp • Computer peripheral equipment, nec • California
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is entered into as of June 30, 2000, between Secure Computing Corporation, a Delaware corporation with offices at One Almaden Boulevard, Suite 400, San Jose,...Registration Rights Agreement • August 4th, 2000 • Secure Computing Corp • Services-computer programming services • Delaware
Secure Computing Corporation 2675 Long Lake Road Roseville, MN 55113 November 4, 1996 Employment Agreement Secure Computing Corporation, a Delaware corporation (the "Company"), and Jeffrey H. Waxman agree as follows: 1. Positions and Responsibilities...Employment Agreement • November 14th, 1996 • Secure Computing Corp • Services-computer programming services • Minnesota
EXHIBIT 10.4Registration Rights Agreement • February 9th, 2000 • Secure Computing Corp • Services-computer programming services • Delaware
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 30, 1998, by and between Secure Computing Corporation, a Delaware corporation (the "Company"), and each of the entities whose names appear on...Securities Purchase Agreement • July 15th, 1998 • Secure Computing Corp • Services-computer programming services • New York
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 4, 1999, by and among Secure Computing Corporation, a Delaware corporation, with headquarters located at One Almaden Boulevard, Suite 400,...Registration Rights Agreement • October 8th, 1999 • Secure Computing Corp • Services-computer programming services • New York
EXHIBIT 2.2 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This First Amendment (the "Amendment") to the Asset Purchase Agreement, dated as of February 12, 2002 (the "Agreement") is made as of February 22, 2002 by and among (i) Secure Computing...Asset Purchase Agreement • March 11th, 2002 • Secure Computing Corp • Computer peripheral equipment, nec • California
EMPLOYMENT AGREEMENT This Agreement is made as of _____________, 1996 by and between Secure Computing Corporation, a Delaware corporation (the "Company"), and Glenn Mackintosh (the "Executive"). W I T N E S S E T H : WHEREAS the Company desires to...Employment Agreement • November 14th, 1996 • Secure Computing Corp • Services-computer programming services • Minnesota
EXHIBIT 10.2 SECURE COMPUTING CORPORATION EMPLOYMENT AGREEMENT SECURE COMPUTING CORPORATION, its subsidiaries, affiliates, successors or assigns (together the "Company"), and Craig Caudill agree as follows: 1. Positions and Responsibilities. 1.1 You...Employment Agreement • November 9th, 1999 • Secure Computing Corp • Services-computer programming services • California
EXHIBIT A THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE...Warrant Agreement • July 15th, 1998 • Secure Computing Corp • Services-computer programming services
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 6th, 2007 • Secure Computing Corp • Computer peripheral equipment, nec • Delaware
This Agreement is made as of December 3, 2007, between Secure Computing Corporation, a Delaware corporation (the “Company”), and Glenn Cross (the “Indemnitee”).
EMPLOYMENT AGREEMENT This Agreement is made as of August 29, 1996 by and between Secure Computing Corporation, a Delaware corporation (the "Company"), and Donald Whitbeck (the "Executive"). W I T N E S S E T H : WHEREAS the Company desires to employ...Employment Agreement • November 14th, 1996 • Secure Computing Corp • Services-computer programming services • Minnesota
AGREEMENT AND PLAN OF MERGER by and among MCAFEE, INC., SEABISCUIT ACQUISITION CORPORATION and SECURE COMPUTING CORPORATION Dated as of September 21, 2008Merger Agreement • September 25th, 2008 • Secure Computing Corp • Computer peripheral equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 21, 2008, by and among McAfee, Inc., a Delaware corporation (“Parent”), Seabiscuit Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and Secure Computing Corporation, a Delaware corporation (the “Company”).
Secure Computing Corporation 2675 Long Lake Road Roseville, MN 55113 October 7, 1996 Employment Agreement Secure Computing Corporation, a Delaware corporation (the "Company"), and James Boyle agree as follows: 1. Position and Responsibilities 1.1 You...Employment Agreement • November 14th, 1996 • Secure Computing Corp • Services-computer programming services • Minnesota
Exhibit 10.1 COMMON STOCK INVESTMENT AGREEMENT betweenCommon Stock Investment Agreement • October 8th, 1999 • Secure Computing Corp • Services-computer programming services • New York
CREDIT AGREEMENT Dated as of August 31, 2006 Among SECURE COMPUTING CORPORATION as Borrower, THE LENDERS PARTY HERETO, CITICORP USA, INC., as Administrative Agent and Swingline Lender, and UBS SECURITIES LLC, as Syndication AgentCredit Agreement • September 7th, 2006 • Secure Computing Corp • Computer peripheral equipment, nec • New York
CREDIT AGREEMENT dated as of August 31, 2006 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among SECURE COMPUTING CORPORATION, a Delaware corporation (“Borrower”), CIPHERTRUST, INC., a Georgia corporation, as a Subsidiary Loan Party (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the LENDERS party hereto from time to time, CITICORP USA, INC., as administrative agent (in such capacity, the “Administrative Agent”), for the Lenders and as Swingline Lender, CITIBANK, N.A., as Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, the “Syndication Agent”) and CITIGROUP GLOBAL MARKETS INC. and UBS SECURITIES LLC, as joint lead arrangers (collectively and in such capacities, the “Joint Lead Arrangers”) and as joint bookrunners.
MARCH 1, 2001Employment Agreement • August 7th, 2001 • Secure Computing Corp • Computer peripheral equipment, nec • California
EXHIBIT 1 AMENDED AND RESTATED SHARE RIGHTS AGREEMENT SECURE COMPUTING CORPORATION NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION RIGHTS AGENTShare Rights Agreement • November 9th, 1998 • Secure Computing Corp • Services-computer programming services • New York
EXHIBIT 10.1Preferred Stock Investment Agreement • February 9th, 2000 • Secure Computing Corp • Services-computer programming services • New York
SECURE COMPUTING CORPORATION ATRI CHATTERJEE EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTEmployment Agreement • November 9th, 2006 • Secure Computing Corp • Computer peripheral equipment, nec • Minnesota
As a condition of my employment with SECURE COMPUTING CORPORATION, its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:
AGREEMENT AND PLAN OF MERGER BY AND AMONG SECURE COMPUTING CORPORATION BAILEY ACQUISITION CORP. AND CYBERGUARD CORPORATION Dated as of August 17, 2005Merger Agreement • August 19th, 2005 • Secure Computing Corp • Computer peripheral equipment, nec • Florida
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 17, 2005 by and among Secure Computing Corporation, a Delaware corporation (“Parent”), Bailey Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and CyberGuard Corporation, a Florida corporation (“Company”), with respect to the following facts:
ARTICLE IPut and Call Agreement • August 4th, 2000 • Secure Computing Corp • Services-computer programming services • New York
CITIGROUP GLOBAL MARKETS INC. New York, New York 10013Commitment Letter • July 18th, 2006 • Secure Computing Corp • Computer peripheral equipment, nec • New York
EXHIBIT 10.16 SECURE COMPUTING CORPORATION EMPLOYMENT AGREEMENT (Effective If and When Hired) Name Gary Taggart Social Security No. -------------------- ------------------- In consideration of my employment by Secure Computing Corporation, I agree...Employment Agreement • March 31st, 1999 • Secure Computing Corp • Services-computer programming services
SECURE COMPUTING CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • July 18th, 2008 • Secure Computing Corp • Computer peripheral equipment, nec • Minnesota
This Employment Agreement (“Agreement”) is effective July 1, 2008 (the “Effective Date”) by and between Secure Computing Corporation (the “Company”) and Daniel P. Ryan (“Employee”) (the Company and Employee are collectively referred to herein as the “Parties” or singularly as a “Party”).
EXHIBIT 1 SHARE RIGHTS AGREEMENT SECURE COMPUTING CORPORATIONShare Rights Agreement • August 8th, 1997 • Secure Computing Corp • Services-computer programming services • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 31st, 2008 • Secure Computing Corp • Computer peripheral equipment, nec • New York
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of July 29, 2008, by and between Aladdin Knowledge Systems Ltd., an Israeli Company (“Buyer”), on behalf of itself and its wholly owned Subsidiary (“Buyer Sub”) and Secure Computing Corporation, a Delaware corporation (“Seller”). Buyer and Seller are referred to collectively herein as the “Parties”.
COMPANY VOTING AGREEMENTCompany Voting Agreement • August 19th, 2005 • Secure Computing Corp • Computer peripheral equipment, nec • Florida
This COMPANY VOTING AGREEMENT (“Agreement”) is made and entered into as of August , 2005 by and between Secure Computing Corporation, a Delaware corporation (“Parent”), and the person whose name appears on the signature page hereto as a shareholder (“Shareholder”) of CyberGuard Corporation, a Florida corporation (“Company”).
Date: June 2, 2008 From: Richard L. Scott To: John E. McNulty Re: Separation and Release AgreementSeparation and Release Agreement • June 6th, 2008 • Secure Computing Corp • Computer peripheral equipment, nec
This Separation and Release Agreement (this “Agreement”) is provided to you in connection with the separation of your employment from Secure Computing Corporation (“Secure”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SECURE COMPUTING CORPORATION NITRO ACQUISITION CORP. AND N2H2, INC. Dated as of July 28, 2003Merger Agreement • July 29th, 2003 • Secure Computing Corp • Computer peripheral equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 28, 2003 by and among Secure Computing Corporation, a Delaware corporation (“Buyer”), Nitro Acquisition Corp., a Washington corporation and wholly-owned subsidiary of Buyer (“Merger Sub”), and N2H2, Inc., a Washington corporation (“Seller”), with respect to the following facts:
LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]Agreement and Plan of Merger • August 28th, 2003 • Secure Computing Corp • Computer peripheral equipment, nec
This opinion is being delivered to you in connection with (i) the Agreement and Plan of Merger (the “Agreement”) dated as of July 28, 2003, between Secure Computing Corporation, a Delaware corporation (“Parent”), Nitro Acquisition Corp., a Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and N2H2, Inc., a Washington corporation (“Target”), and (ii) the preparation and filing with the Securities and Exchange Commission of a Form S-4 Registration Statement relating to the Merger (the “Registration Statement”). Pursuant to the Agreement, Merger Sub will merge with and into Target (the “Merger”), and Target will become a wholly owned subsidiary of Parent.
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 28th, 2006 • Secure Computing Corp • Computer peripheral equipment, nec • Delaware
This THIRD AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Third Amendment”) is made and entered into as of August 30, 2006, between SECURE COMPUTING CORPORATION, a Delaware corporation (“Parent”) and CIPHERTRUST, INC., a Georgia corporation (the “Company”).
EXHIBIT 10.7 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release ("Agreement") is made by and between Secure Computing Corporation (the "Company") and Christine Hughes ("Employee"). WHEREAS, Employee and the Company mutually agree...Separation Agreement • March 29th, 2000 • Secure Computing Corp • Services-computer programming services • California
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 18th, 2006 • Secure Computing Corp • Computer peripheral equipment, nec • Delaware
This FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “First Amendment”) is made and entered into as of July 14, 2006, among SECURE COMPUTING CORPORATION, a Delaware corporation (“Parent”) and CIPHERTRUST, INC., a Georgia corporation (the “Company”).
