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 [•], 2020Registration Rights Agreement • October 13th, 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 [•], 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 • October 13th, 2020 • McAfee Corp. • Services-prepackaged software • New York
This letter is being delivered to Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (collectively the “Representatives”) in connection with the offering by McAfee Corp. (the “Company”) of _____ shares of Class A Common Stock, $0.001 par value (the “Class A Common Stock”), of the Company and the lock-up agreement dated ____, 20__ (the “Lock-up Agreement”), executed by you in connection with such offering, and your request for a [waiver] [release] dated ____, 20__, with respect to ____ shares of Class A Common Stock (the “Shares”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of FOUNDATION TECHNOLOGY WORLDWIDE LLC Dated as of [•], 2020Limited Liability Company Agreement • October 13th, 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 [•], 2020 (the “Restatement Date”), by and among the Company and the Members (as defined below).
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 13th, 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 [ ], 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 below)
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 [•], 2020Stockholders Agreement • October 13th, 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 [•], 2020, is made by and among:
AMENDMENT NO. 3 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”).
