AGREEMENT AND PLAN OF MERGER dated as of November 5, 2021 among MCAFEE CORP., CONDOR BIDCO, INC., and CONDOR MERGER SUB, INC.Merger Agreement • 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”).
TAX RECEIVABLE AGREEMENT AND LLC AGREEMENT AMENDMENTTax Receivable Agreement and LLC Agreement Amendment • 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”).
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”).
