APPGATE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2021 • Appgate, Inc. • Bakery products • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [________ __, _____] by and between Appgate, Inc., a Delaware corporation (the “Company”), and [______________], a member of the Board of Directors or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
Employment AgreementEmployment Agreement • October 15th, 2021 • Appgate, Inc. • Bakery products • Florida
This Employment Agreement (this “Agreement”) is entered into on October 12, 2021 by and between Appgate, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Barry Field (the “Executive”) (collectively referred to herein as the “Parties”), effective as of October 12, 2021 (the “Effective Date”).
Cyxtera Cybersecurity, Inc. d/b/a Appgate REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2021 • Appgate, Inc. • Bakery products • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of February 8, 2021, by and among Cyxtera Cybersecurity, Inc. d/b/a Appgate, a Delaware corporation (including, without limitation, any Acquiring Person (as defined below) that may hold 100% of the equity interests of the Company or any successor thereto, the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
NEWTOWN LANE MARKETING, INCORPORATED REGISTRATION RIGHTS AGREEMENTNewtown Lane Marketing, Incorporated Registration Rights Agreement • October 15th, 2021 • Appgate, Inc. • Bakery products • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of October 12, 2021, by and among Newtown Lane Marketing, Incorporated, a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and, solely with respect to Section 3.1 hereof, Medina Capital Fund II — SIS Holdco, LP (“Medina Capital”).
Separation Agreement and ReleaseSeparation Agreement and Release • October 15th, 2021 • Appgate, Inc. • Bakery products
This Separation Agreement and Release (“Agreement”) is made by and between Michael Aiello (“Executive”) and Cyxtera Cybersecurity, Inc., a Delaware corporation (the “Company”) (collectively, referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
Amended and Restated Employment AgreementSeparation Agreement and Release • October 15th, 2021 • Appgate, Inc. • Bakery products • Florida
CYXTERA CYBERSECURITY, INC. D/B/A APPGATE AND MAGNETAR FINANCIAL LLC as Representative of the Holders NOTE ISSUANCE AGREEMENT Dated as of February 8, 2021 Convertible Senior Notes due 2024Note Issuance Agreement • October 15th, 2021 • Appgate, Inc. • Bakery products • New York
NOTE ISSUANCE AGREEMENT dated as of February 8, 2021, between CYXTERA CYBERSECURITY, INC. D/B/A APPGATE, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors signatory hereto and Magnetar Financial LLC, as representative of the Holders (in such capacity, the “Representative”), with the initial Holders listed on Schedule I hereto.
LOCK-UP AGREEMENTLock-Up Agreement • October 15th, 2021 • Appgate, Inc. • Bakery products • Delaware
This LOCK-UP AGREEMENT (this “Agreement”) is made as of October 12, 2021 by and among Newtown Lane Marketing, Incorporated, a Delaware corporation (the “Company”), and each other Person identified on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof.
Supplemental AgreementSupplemental Agreement • October 15th, 2021 • Appgate, Inc. • Bakery products • New York
SUPPLEMENTAL AGREEMENT (this “Supplemental Agreement”), dated as of October 12, 2021, among Newtown Lane Marketing, Incorporated (to be renamed “Appgate, Inc.” following the consummation of the Specified Transaction on or about the date hereof) (“Parent”), a Delaware corporation and direct or indirect parent of Cyxtera Cybersecurity, Inc. d/b/a Appgate (or its successor), a Delaware corporation (the “Company”), the Company, and Magnetar Financial LLC, as representative of the Holders (the “Representative”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 15th, 2021 • Appgate, Inc. • Bakery products • New York
THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made as of February 8, 2021, by and among Cyxtera Cybersecurity, Inc. d/b/a Appgate, a Delaware corporation (the “Company”), and the lenders (each individually, a “Lender” and collectively, the “Lenders”) named on the Schedule of Lenders attached hereto (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the Note Issuance Agreement.
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN Cyxtera Cybersecurity, Inc. (d/b/a AppGate)Securities Purchase Agreement • October 15th, 2021 • Appgate, Inc. • Bakery products • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 17, 2020, is entered into by and between Cyxtera Cybersecurity, Inc. (d/b/a AppGate), a Delaware corporation (the “Seller”) and e-Discovery AcquireCo, LLC, a Delaware limited liability company (the “Buyer”).
