ContractRevolving Credit Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Texas
This REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of November 2, 2015 and effective as of the Effective Date, is made by and between SecureWorks, Inc., a Georgia corporation, as borrower (the “Borrower”), and Dell USA L.P., a Texas limited partnership, as lender (the “Lender”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into, effective , by and between SecureWorks Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2016, is made by and between SecureWorks Corp., a Delaware corporation (together with any successor thereto, the “Company”), Dell Marketing L.P., a Texas limited partnership (together with any successor thereto, “DMLP”), Michael S. Dell (“MD”), the Susan Lieberman Dell Separate Property Trust (together with any successor thereto, the “Dell Trust”), MSDC Denali Investors, L.P., a Delaware limited partnership (“MSDC LP”), MSDC Denali EIV, LLC, a Delaware limited liability company (together with MSDC LP and any successors thereto, the “MSD Funds” and each an “MSD Fund”), Silver Lake Partners III, L.P., a Delaware limited partnership (“SLP III”), Silver Lake Technology Investors III, L.P., a Delaware limited partnership (“SLTI III”), Silver Lake Partners IV, L.P., a Delaware limited partnership (“SLP IV”), Silver Lake Technology Investors IV, L.P., a Delaware limited partnership (“SLTI IV”), and SLP Denali Co-Invest, L.P., a D
AMENDED AND RESTATED RESELLER AGREEMENTReseller Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Texas
This AMENDED AND RESTATED RESELLER AGREEMENT, dated as of October 28, 2015 (as the same may be amended, modified or supplemented from time to time, this “Agreement”), amends and restates in its entirety that certain Reseller Agreement, signed on or about July 20, 2015 and effective as of August 1, 2015 (the “Effective Date”), by and between SecureWorks, Inc., for itself and its Subsidiaries (“Spyglass”), and Dell Inc., for itself and its Subsidiaries other than Spyglass and its Subsidiaries (“Dell” or “Reseller”). Reseller and Spyglass are each referred to herein as a “Party” and are collectively referred to herein as the “Parties.” “Subsidiary” means, with respect to any party (the “parent”), (a) any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as (b) any ot
OFFICE LEASE by and between TEACHERS CONCOURSE, LLC, a Delaware limited liability company (“Landlord”) and SECUREWORKS, INC., a Georgia corporation (“Tenant”) Dated as of April 20, 2012 (“Date of this Lease”)Office Lease • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Georgia
THIS OFFICE LEASE (this “Lease”) is made between TEACHERS CONCOURSE, LLC, a Delaware limited liability company (“Landlord”), and the Tenant described in Item 1 of the Basic Lease Provisions.
TAX MATTERS AGREEMENTTax Matters Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Texas
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated on or about July 20, 2015, and effective as of the Effective Date, is by and among SecureWorks Holding Corporation, for itself and its Subsidiaries (“Spyglass”), and Denali Holding Inc., for itself and its Subsidiaries other than Spyglass (“Dell”) (each a “Party” and collectively, the “Parties”).
LEASE DEEDLease Deed • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software
Dell International Services India Private Limited, a Company incorporated under the Companies Act, 1956 having its registered office at Plot No. 123, EPIP Phase II, Whitefield Industrial Area, Bangalore - 560066, Karnataka, India and having CIN No. U74999KA1996FTC055568 represented herein by its authorized signatories Deepak Ohlyan and Rajeev Kapoor jointly authorized in this regard vide board resolution dated 14th July, 2015 (hereinafter referred to as the “Lessor” and includes its successors and permitted assigns)
Dell Letterhead]Letter Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software
This letter agreement (“Agreement”) relates to, among other things, that certain (i) Security Services Customer Master Services Agreement, dated July 7, 2015 (the “MSA”), by and between Dell USA L.P., on behalf of itself, Dell Inc., Dell Inc.’s direct and indirect Subsidiaries (“Dell”), and SecureWorks, Inc., for itself and its Subsidiaries (“Spyglass”); and (ii) Reseller Agreement, effective as of August 1, 2015 (the “Reseller Agreement”), by and between Dell and Spyglass. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the MSA or Reseller Agreement, as applicable.
SUBLEASE AGREEMENT BY AND BETWEEN DELL INTERNATIONAL SERVICES SRL AND SECUREWORKS EUROPE SRL CONTRACT DE SUBÎNCHIRIERE ÎNCHEIAT DE CĂTRE şI ÎNTRE DELL INTERNATIONAL SERVICES SRL şI SECUREWORKS EUROPE SRLSublease Agreement by And • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software
PATENT LICENSE AGREEMENTPatent License Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Texas
THIS PATENT LICENSE AGREEMENT (this “Agreement”), dated on or about July 20, 2015, and effective as of the Effective Date, is by and between Dell Inc., for itself and its Subsidiaries (“Dell”), and SecureWorks Holding Corporation, for itself and its Subsidiaries (“Spyglass”) (each a “Party” and collectively, the “Parties”).
Security Services Customer Master Services AgreementMaster Services Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Texas
THIS SECURITY SERVICES CUSTOMER MASTER SERVICES AGREEMENT (“MSA”) is entered into by SecureWorks, Inc. (“Spyglass”) and Dell USA L.P., on behalf of itself, Dell Inc., and Dell Inc.’s direct and indirect Subsidiaries (collectively, “Customer” or “Dell”), as of the Effective Date (as defined by the latest date in the signature blocks below). “Subsidiary” means, with respect to any party (the “parent”), (a) any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as (b) any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fi
SECUREWORKS CORP.Nonqualified Stock Option Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software
SecureWorks Corp., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of the Company’s Class A common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the Option are set forth on this cover sheet and in the attached Nonqualified Stock Option Agreement (together, the “Agreement”) and in the SecureWorks Corp. 2016 Long-Term Incentive Plan (as amended from time to time, the “Plan”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Delaware
This Note Purchase Agreement, dated as of June 30, 2015 and amended on July 31, 2015 (this “Agreement”), is entered into by and among SecureWorks Holding Corporation, a Georgia corporation (together with any successor thereto, the “Company”), Denali Holding Inc., a Delaware corporation (“Denali”) of which the Company is an indirect wholly-owned subsidiary, and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).
SECUREWORKS CORP.Restricted Stock Unit Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software
SecureWorks Corp., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s Class A common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the RSUs are set forth on this cover sheet and in the attached Restricted Stock Unit Agreement (together, the “Agreement”) and in the SecureWorks Corp. 2016 Long-Term Incentive Plan (as amended from time to time, the “Plan”).
SECUREWORKS CORP.Restricted Stock Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software
SecureWorks Corp., a Delaware corporation (the “Company”), hereby grants restricted shares of the Company’s Class A common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below (the “Restricted Stock”), for consideration received. Additional terms and conditions of the Restricted Stock are set forth on this cover sheet and in the attached Restricted Stock Agreement (together, the “Agreement”) and in the SecureWorks Corp. 2016 Long-Term Incentive Plan (as amended from time to time, the “Plan”).
AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT Between DENALI HOLDING INC., DELL INC. and SECUREWORKS HOLDING CORPORATION Signed on or about December 14, 2015 Effective August 1, 2015 at 1:00 AM Central Daylight TimeEmployee Matters Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Texas
This AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT (this “Agreement”), as executed on or about December 14, 2015 (the “Execution Date”) amends and restates the Employee Matters Agreement signed on or about July 20, 2015 (the “Signing Date”), by and among Denali Holding Inc., for itself and its Subsidiaries other than Dell and SecureWorks, Dell Inc., for itself and its Subsidiaries (“Dell”) and SecureWorks Holding Corporation, for itself and its Subsidiaries (“SecureWorks”) (each a “Party” and collectively, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 3, 2015, is made among SecureWorks Holding Corporation, a Georgia corporation (together with any successor thereto, the “Company”), and each natural person and entity listed on the signature pages hereof under the heading “Holders” (together with their successors and permitted assignees hereunder, the “Holders”).
GUARANTY UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCEPayment and Performance • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Georgia
THIS UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this “Guaranty”) is entered into this 20th day of April, 2012, by the undersigned, DELL INC., a Delaware corporation (hereinafter referred to as “Guarantor”), in favor of TEACHERS CONCOURSE, LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”).
Amendment #1 to TAX MATTERS AGREEMENTTax Matters Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software
THIS AMENDMENT #1 TO TAX MATTERS AGREEMENT (this “Amendment”), dated December 8, 2015, and effective as of the Effective Date, is made by and among SecureWorks Corp. (f/k/a SecureWorks Holding Corporation), for itself and its Subsidiaries (“Spyglass”), and Denali Holding Inc., for itself and its Subsidiaries other than Spyglass (“Dell”) (each a “Party” and collectively, the “Parties”) and amends the Tax Matters Agreement, dated July 20, 2015, that was entered into by and between the Parties (“Agreement”). Capitalized terms used herein, but not defined herein, shall have the meanings given to such terms in the Agreement.
INTELLECTUAL PROPERTY CONTRIBUTION AGREEMENTIntellectual Property Contribution Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software • Texas
THIS PATENT ASSIGNMENT (this “Assignment”) is made and entered into as of August 1, 2015 (“Effective Date”), by and between DELL PRODUCTS L.P., a Texas limited partnership, with its principal office at One Dell Way, Round Rock, Texas 78682 (“Assignor”), and SECUREWORKS HOLDING CORPORATION, a Georgia corporation, with its principal office at One Concourse Parkway, Suite 500, Atlanta, Georgia 30328 (“Assignee”).
Amendment #1 to SHARED SERVICES AGREEMENTShared Services Agreement • December 17th, 2015 • SecureWorks Corp • Services-prepackaged software
THIS AMENDMENT #1 TO SHARED SERVICES AGREEMENT (this “Amendment”), dated December 8, 2015, and effective as of the Effective Date, is made by and between Dell Inc., for itself and its Subsidiaries (“Dell”), and SecureWorks Corp. (f/k/a SecureWorks Holding Corporation), for itself and its Subsidiaries (“Spyglass”) (each a “Party” and collectively, the “Parties”) and amends the Shared Services Agreement, dated July 20, 2015, that was entered into by and between the Parties (“Agreement”). Capitalized terms used herein, but not defined herein, shall have the meanings given to such terms in the Agreement.
