AGREEMENT AND PLAN OF MERGER dated as of November 5, 2021 among MCAFEE CORP., CONDOR BIDCO, INC., and CONDOR MERGER SUB, INC.Agreement and Plan of Merger • November 8th, 2021 • McAfee Corp. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 5, 2021 among McAfee Corp., a Delaware corporation (the “Company”), Condor BidCo, Inc., a Delaware corporation (“Parent”), and Condor Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 13th, 2020 • McAfee Corp. • Services-prepackaged software
This Indemnification Agreement (this “Agreement”) is made and entered into as of [•], 2020, by and among McAfee Corp., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MCAFEE CORP. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF OCTOBER 21, 2020Registration Rights Agreement • October 26th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of October 21, 2020 is made by and among:
AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • October 13th, 2020 • McAfee Corp. • Services-prepackaged software • New York
This FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is entered into as of September 29, 2017 by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), McAfee Finance 2, LLC, a Delaware limited liability company, as Holdings, Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents and as an Issuing Bank, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
•] Shares MCAFEE CORP. CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 7th, 2021 • McAfee Corp. • Services-prepackaged software • New York
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of FOUNDATION TECHNOLOGY WORLDWIDE LLC Dated as of October 21, 2020Limited Liability Company Agreement • October 26th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of FOUNDATION TECHNOLOGY WORLDWIDE LLC, a Delaware limited liability company (the “Company”), dated as of October 21, 2020 (the “Restatement Date”), by and among the Company and the Members (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This Employment Agreement (this “Agreement”), is made and entered into as of June 1, 2017 (“Effective Date”), by and among McAfee Employee Holdings, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and Christopher D. Young (“Executive”). This Agreement shall become effective as of the Effective Date.
SECOND LIEN CREDIT AGREEMENT Dated as of September 29, 2017 among MCAFEE, LLC, as the Borrower, MCAFEE FINANCE 2, LLC, as Holdings, JPMORGAN CHASE BANK N.A., as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO JPMorgan...Second Lien Credit Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • New York
This SECOND LIEN CREDIT AGREEMENT (this “Agreement”) is entered into as of September 29, 2017 by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), McAfee Finance 2, LLC, a Delaware limited liability company, as Holdings, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
TAX RECEIVABLE AGREEMENT by and among MCAFEE CORP., FOUNDATION TECHNOLOGY WORLDWIDE, LLC, the several EXCHANGE TRA PARTIES (as defined herein), the several REORGANIZATION TRA PARTIES (as defined herein), MCAFEE, LLC MCAFEE FINANCE 2, LLC the TPG...Tax Receivable Agreement • October 26th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated October 21, 2020, is hereby entered into by and among McAfee Corp., a Delaware corporation (the “Corporation”, and, along with any other member of the U.S. federal income tax affiliated group filing a consolidated federal income Tax Return with the Corporation, the “Corporate Group”), the Corporate Subsidiaries, Foundation Technology Worldwide, LLC, a Delaware limited liability company (the “LLC”), McAfee Finance 2, LLC, a Delaware limited liability company (“Finance LLC”), McAfee, LLC, a Delaware limited liability company (“McAfee LLC” and, together with the Corporation, the Corporate Subsidiaries, the LLC, Finance LLC and McAfee LLC, the “McAfee Parties”), each of the Exchange TRA Parties from time to time party hereto, each of the Reorganization TRA Parties from time to time party hereto, the TPG Nominee (as defined
TAX RECEIVABLE AGREEMENT AND LLC AGREEMENT AMENDMENTTax Receivable Agreement and LLC Agreement • November 8th, 2021 • McAfee Corp. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT AND LLC AGREEMENT AMENDMENT (this “Amendment”) is entered into as of November 5, 2021, by and among McAfee Corp., a Delaware corporation (the “Corporation”, and along with any other members of the U.S. federal income tax affiliated group filing a consolidated federal income tax return with the Corporation, the “Corporate Group”), the Corporate Subsidiaries, Foundation Technology Worldwide, LLC, a Delaware limited liability company (the “LLC”), McAfee Finance 2, LLC, a Delaware limited liability company (“Finance LLC”), McAfee, LLC, a Delaware limited liability company (“McAfee LLC” and, together with the Corporation, the Corporate Subsidiaries, the LLC, Finance LLC and McAfee LLC, the “McAfee Parties”), each of the TPG Nominee, the Intel Nominee, the TB Nominee and the GIC TRA Party and the other Persons that execute this agreement (collectively, the “Parties”).
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • October 13th, 2020 • McAfee Corp. • Services-prepackaged software • New York
This FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is entered into as of September 29, 2017 by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), McAfee Finance 2, LLC, a Delaware limited liability company, as Holdings, Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents and as an Issuing Bank, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
STOCKHOLDERS AGREEMENT BY AND AMONG McAFEE CORP. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF October 21, 2020Stockholders Agreement • October 26th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of October 21, 2020, is made by and among:
VOTING AGREEMENTVoting Agreement • November 8th, 2021 • McAfee Corp. • Services-prepackaged software • Delaware
VOTING AGREEMENT, dated as of November 5, 2021 (this “Voting Agreement”), among Condor BidCo, Inc., a Delaware corporation (“Parent”), and the stockholders of McAfee Corp., a Delaware corporation (the “Company”), listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This Amendment to Employment Agreement (this “Amendment”), is made and entered into as of September 30, 2020, by and among McAfee, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and McAfee Corp. (“Issuer”) and Venkat Bhamidipati (“Executive”). This Amendment shall become effective (the “Effective Time”) as of immediately prior to the consummation of the initial public offering (the “IPO”) of Class A common stock of Issuer. If the IPO is not consummated on or before March 31, 2021, this Amendment shall be null and void and of no force or effect. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.
FIRST AMENDMENT TO CONTRIBUTION AND EQUITY PURCHASE AGREEMENTContribution and Equity Purchase Agreement • July 2nd, 2021 • McAfee Corp. • Services-prepackaged software
This FIRST AMENDMENT TO CONTRIBUTION AND EQUITY PURCHASE AGREEMENT (this “Amendment”), dated as of July 2, 2021, is entered into by and among Magenta Buyer LLC, a Delaware limited liability company (the “Purchaser”), McAfee, LLC, a Delaware limited liability company (the “U.S. Seller”), and McAfee Security UK Ltd., a United Kingdom private limited company (the “U.K. Seller” and, together with the U.S. Seller, “Sellers” and, each of the Purchaser and Sellers, a “Party”, and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in that certain Contribution and Equity Purchase Agreement, dated as of March 6, 2021, by and among the Purchaser, the U.S. Seller and the U.K. Seller (the “Purchase Agreement”).
OFFICE LEASEWork Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • California
THIS OFFICE LEASE (“Lease”) is made as of the 10th day of April, 2019 (“Date of Lease”), by and between US ER AMERICA CENTER 4, LLC, a California limited liability company (“Landlord”), and MCAFEE, LLC, a Delaware limited liability company (“Tenant”).
September 27, 2021 VIA E-MAIL Terry Hicks Dear Mr. Hicks:McAfee Corp. • November 9th, 2021 • Services-prepackaged software
As we have discussed, your employment with McAfee, LLC (the “Company”) and its affiliates will terminate effective as of October 1, 2021 (the “Separation Date”). The purpose of this letter (this “Agreement”) is to confirm the terms concerning your separation from employment, as follows:
PURCHASE AND SALE AGREEMENT BETWEEN McAFEE, LLC, AS SELLER AND CAPITAL COMMERCIAL INVESTMENTS, INC., AS PURCHASERPurchase and Sale Agreement • November 9th, 2021 • McAfee Corp. • Services-prepackaged software
NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth herein, as well as the sums to be paid by Purchaser to Seller, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Purchaser and Seller agree as follows:
CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENTConfidential Separation and General Release Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Texas
This Confidential Separation and General Release Agreement and Exhibits (collectively, the “Agreement”) is entered into by and between McAfee, LLC (“McAfee,” and together with its parents, subsidiaries and affiliates, the “Company”) and John Giamatteo (“you” and “your,” and with McAfee, the “Parties”) as of the last date shown on the signature page below.
SECOND AMENDMENT TO CONTRIBUTION AND EQUITY PURCHASE AGREEMENTContribution and Equity Purchase Agreement • August 2nd, 2021 • McAfee Corp. • Services-prepackaged software
This SECOND AMENDMENT TO CONTRIBUTION AND EQUITY PURCHASE AGREEMENT (this “Amendment”), dated as of July 27, 2021, is entered into by and among Magenta Buyer LLC, a Delaware limited liability company (the “Purchaser”), McAfee, LLC, a Delaware limited liability company (the “U.S. Seller”), and McAfee Security UK Ltd., a United Kingdom private limited company (the “U.K. Seller” and, together with the U.S. Seller, “Sellers” and, each of the Purchaser and Sellers, a “Party”, and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in that certain Contribution and Equity Purchase Agreement, dated as of March 6, 2021, by and among the Purchaser, the U.S. Seller and the U.K. Seller (as amended by that certain First Amendment to Contribution and Equity Purchase Agreement, dated as of July 2, 2021, the “Purchase Agreement”).
FOUNDATION TECHNOLOGY WORLDWIDE LLC CLASS A UNIT SUBSCRIPTION AGREEMENTClass a Unit Subscription Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This Class A Unit Subscription Agreement (this “Agreement”) is entered into as of [ ], by and between Foundation Technology Worldwide LLC, a Delaware limited liability company (the “Company”) and [ ] (the “Subscriber”).
VIA HAND DELIVERY [Name] Re: SeveranceLetter Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) sets forth the terms and conditions pursuant to which McAfee Corp., a Delaware corporation (the “Company”), will provide you with severance benefits if your employment with the Company, Foundation Technology Worldwide, a Delaware limited liability company (“FTW”) and their respective subsidiaries (your “Employment”) is terminated in a Qualifying Termination (as such terms are defined below). This Agreement will be effective as of immediately prior to the consummation of the initial public offering of shares of the Company’s Class A common stock (the time this Agreement becomes effective, the “Effective Time”). Notwithstanding the foregoing, if the Effective Time does not occur on or before March 31, 2021, this Agreement shall be null and void and of no force or effect. Following the Effective Time, the severance payments and benefits described in this Agreement will be the only severance payments or benefits that you will be entitled to in conne
Equity Adjustment Agreement for Senior ExecutivesEquity Adjustment Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This agreement (this “Agreement”) describes certain adjustments that are being made to outstanding equity or equity-based incentive awards of Foundation Technology Worldwide LLC (“FTW”) and any FTW Class A Units received under such awards (collectively, “Awards”) issued under the McAfee 2017 Management Incentive Plan (formerly known as the Foundation Technology Worldwide LLC 2017 Management Incentive Plan) (as amended from time to time, the “2017 Plan”), as well as purchased or otherwise acquired FTW Class A Units (“Co-Invest Equity”), in connection with the initial public offering of shares of Class A common stock of McAfee Corp. (“McAfee”) and the related reorganization transactions (together, the “IPO”). FTW, its subsidiaries, and McAfee are collectively referred to in this Agreement as the “Company”.
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • New York
This AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT, dated as of November 1, 2018 (this “Amendment”), is entered into by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • New York
This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of January 3, 2018 (this “Amendment”), is entered into by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), Morgan Stanley Senior Funding, Inc., as administrative agent (the “Administrative Agent”), and the undersigned Initial Incremental Term Lenders (as defined below).
FOUNDATION TECHNOLOGY WORLDWIDE LLC MANAGEMENT INCENTIVE UNIT AGREEMENTManagement Incentive Unit Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
THIS MANAGEMENT INCENTIVE UNIT AGREEMENT (this “Award Agreement”), dated [ ] (the “Grant Date”), is made pursuant to the Foundation Technology Worldwide LLC 2017 Management Incentive Plan, as amended from time to time (the “Plan”), and is entered into by and between Foundation Technology Worldwide LLC, a Delaware limited liability company (the “Company”) and [ ] (“Participant”) in connection with Participant’s performance of services for the Company. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan.
AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • New York
This AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT, dated as of June 13, 2019 (this “Amendment”), is entered into by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
February 3, 2020 VIA E-MAIL Christopher D. Young Dear Mr. Young:McAfee Corp. • October 8th, 2020 • Services-prepackaged software • Delaware
As we have discussed, your employment with McAfee, LLC (the “Company”) and its affiliates has terminated, effective as of February 3, 2020 (the “Separation Date”). The purpose of this letter (this “Agreement”) is to confirm the terms concerning your separation from employment, as follows:
CONTRIBUTION AND EQUITY PURCHASE AGREEMENT BY AND AMONG MAGENTA BUYER LLC and MCAFEE, LLC and MCAFEE SECURITY UK LTD. Dated as of March 6, 2021Contribution and Equity Purchase Agreement • March 8th, 2021 • McAfee Corp. • Services-prepackaged software • Delaware
This CONTRIBUTION AND EQUITY PURCHASE AGREEMENT, dated as of March 6, 2021, is by and among Magenta Buyer LLC, a Delaware limited liability company (the “Purchaser”), McAfee, LLC, a Delaware limited liability company (the “U.S. Seller”), and McAfee Security UK Ltd., a United Kingdom private limited company (the “U.K. Seller” and, together with the U.S. Seller, “Sellers” and, each of the Purchaser and Sellers, a “Party”, and collectively, the “Parties”).
STOCK OPTION AWARD AGREEMENTRestrictive Covenant Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This agreement (this “Agreement”) evidences a stock option granted by McAfee Corp. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms and conditions of the McAfee 2020 Omnibus Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
Dear Ashish:Letter Agreement • May 6th, 2021 • McAfee Corp. • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) amends and restates the terms of your employment offer letter with McAfee, LLC dated July 17, 2019 (the “Original Agreement”), and becomes effective (the “Effective Time”) as of immediately prior to the consummation of the initial public offering (the “IPO”) of Class A common stock of McAfee Corp. (“McAfee Corp.”). If the IPO is not consummated on or before March 31, 2021, this Agreement shall be null and void and of no force or effect. To confirm your acceptance of this Agreement, please review this Agreement and countersign where indicated below.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This Amendment to Employment Agreement (this “Amendment”), is made and entered into as of September 30, 2020, by and among McAfee, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and McAfee Corp. (“Issuer”) and Peter Leav (“Executive”). This Amendment shall become effective (the “Effective Time”) as of immediately prior to the consummation of the initial public offering (the “IPO”) of Class A common stock of Issuer. If the IPO is not consummated on or before March 31, 2021, this Amendment shall be null and void and of no force or effect. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.
Dear Terry:Letter Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software
This letter agreement (this “Agreement”) amends and restates the terms of your employment offer letter with McAfee, LLC dated September 25, 2018 (the “Original Agreement”), and becomes effective (the “Effective Time”) as of immediately prior to the consummation of the initial public offering (the “IPO”) of Class A common stock of McAfee Corp. (“McAfee Corp.”). If the IPO is not consummated on or before March 31, 2021, this Agreement shall be null and void and of no force or effect. To confirm your acceptance of this Agreement, please review this Agreement and countersign where indicated below.
FOUNDATION TECHNOLOGY WORLDWIDE LLC RSU AGREEMENT (General Form)Rsu Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
THIS RSU AGREEMENT (this “Award Agreement”), dated [ ] (the “Grant Date”), is made pursuant to the Foundation Technology Worldwide LLC 2017 Management Incentive Plan, as amended from time to time (the “Plan”), and is entered into by and between Foundation Technology Worldwide LLC, a Delaware limited liability company (the “Company”) and [ ] (“Participant”). Capitalized terms used in this Award Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan.
PERSONAL & CONFIDENTIALPersonal & Confidential • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This Employment Agreement (this “Agreement”), is made and entered into as of August 7, 2020, by and among McAfee, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and Venkat Bhamidipati (“Executive”). This Agreement shall become effective as of the Effective Date (as defined below).
