ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • August 10th, 2007 • Newtown Lane Marketing Inc • Bakery products • New York
Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED FOR RESALE UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR...Newtown Lane Marketing Inc • June 30th, 2006 • Delaware
Exhibit 10.1 LICENSE AGREEMENT LICENSE AGREEMENT (this "Agreement") as of November 21, 2005 (the "Effective Date") by and between DREESEN'S ENTERPRISES, INC., a New York corporation ("Licensor"), and NEWTOWN LANE MARKETING, INCORPORATED, a Delaware...License Agreement • June 30th, 2006 • Newtown Lane Marketing Inc • New York
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.
Exhibit 10.2 NEWTOWN LANE MARKETING, INCORPORATED STOCK OPTION AGREEMENT THIS AGREEMENT, made as of this 4th day of April, 2006, by Newtown Lane Marketing, Incorporated, a Delaware corporation (hereinafter called the "Company"), with J. Barry Richman...Stock Option Agreement • June 30th, 2006 • Newtown Lane Marketing Inc
Employment AgreementEmployment Agreement • March 31st, 2023 • Appgate, Inc. • Services-prepackaged software • Florida
This Employment Agreement (this “Agreement”) is entered into on March 28, 2023 by and between Appgate, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Leo Taddeo (the “Executive”) (collectively referred to herein as the “Parties”), effective as of January 4, 2023 (the “Effective Date”).
Exhibit 10.3 NEWTOWN LANE MARKETING, INCORPORATED STOCK OPTION AGREEMENT THIS AGREEMENT, made as of this 4th day of April, 2006, by Newtown Lane Marketing, Incorporated., a Delaware corporation (hereinafter called the "Company"), with John Baring...Stock Option Agreement • June 30th, 2006 • Newtown Lane Marketing Inc
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NEWTOWN LANE MARKETING, INCORPORATED, NEWTOWN MERGER SUB CORP. and CYXTERA CYBERSECURITY, INC. DATED AS OF FEBRUARY 8, 2021Agreement and Plan of Reorganization • February 9th, 2021 • Newtown Lane Marketing Inc • Bakery products • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of February 8, 2021 (the “Agreement Date”), by and among Newtown Lane Marketing, Incorporated, a Delaware corporation (“Parent”), Newtown Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Cyxtera Cybersecurity, Inc. (doing business as Appgate), a Delaware corporation (the “Company”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedules and the Parent Schedules, as defined in the preambles to Articles II and III hereof, respectively). Each of Parent, Merger Sub and the Company shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 8.2.
LEASE DGE ALHAMBRA, LP, Landlord, and APPGATE CYBERSECURITY, INC., TenantLease • January 28th, 2022 • Appgate, Inc. • Services-prepackaged software
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
FORM OF SUPPORT AGREEMENTJoinder Agreement • February 9th, 2021 • Newtown Lane Marketing Inc • Bakery products • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is entered into by and among Newtown Lane Marketing, Incorporated, a Delaware corporation (“Parent”), Cyxtera Cybersecurity, Inc., a Delaware corporation (the “Company”), and each undersigned stockholder (any such stockholder, the “Stockholder” and, together with Parent and the Company, each a “Party” and collectively, the “Parties”) of Parent. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement and Plan of Reorganization, dated as of [●], 2021 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Newtown Merger Sub Corp., a Delaware corporation (“Merger Sub”), and the Company.
FORSubscription Agreement • September 8th, 2006 • Newtown Lane Marketing Inc • Bakery products • New York
APPGATE, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of July 20, 2023, by and between Appgate, Inc., a Delaware corporation (the “Company”), and Appgate Funding, LLC, a Delaware limited...Registration Rights Agreement • July 25th, 2023 • Appgate, Inc. • Services-prepackaged software • Delaware
EMPLOYEE:Agreement • September 8th, 2006 • Newtown Lane Marketing Inc • Bakery products
Execution Version AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AND PLEDGE AND SECURITY AGREEMENT AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AND PLEDGE AND SECURITY AGREEMENT (this “Amendment Agreement”), dated as of...Revolving Credit Agreement and Pledge and Security Agreement • July 25th, 2023 • Appgate, Inc. • Services-prepackaged software • New York
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT THIS AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (“Agreement”) is made as of June 9, 2023 (the “Effective Date”), by and among Appgate Cybersecurity, Inc., a Delaware corporation (the “Company”), the...Note Purchase Agreement • June 15th, 2023 • Appgate, Inc. • Services-prepackaged software • New York
amendment TO NOTE PURCHASE AGREEMENT AND Note issuance agreement AND waiver TO Note Purchase Agreement and registration rights agreementNote Purchase Agreement and Note Issuance Agreement • February 15th, 2022 • Appgate, Inc. • Services-prepackaged software • New York
This AMENDMENT TO NOTE PURCHASE AGREEMENT AND NOTE ISSUANCE AGREEMENT AND WAIVER TO NOTE PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of February 9, 2022 (the “Effective Date”), is made by and among Appgate Cybersecurity, Inc. (f/k/a Cyxtera Cybersecurity, Inc. d/b/a AppGate), a Delaware corporation (the “Issuer”), Appgate, Inc. (f/k/a Newtown Lane Marketing, Incorporated), a Delaware corporation (the “Company”), the holders of Notes (as defined below) listed on the signature pages hereto under the caption “Noteholders” (the “Noteholders”), and Magnetar Financial LLC, Delaware limited liability company, as representative of the Noteholders (the “Representative”).
46934130v8 SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of May [__], 2024 by and among APPGATE CYBERSECURITY, INC., as Borrower, EACH PERSON LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM...Possession Credit Agreement • May 6th, 2024 • Appgate, Inc. • Services-prepackaged software • New York
Execution Version AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT This AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Subordination Agreement”), dated as of July 20, 2023, is made by and between U.S. Bank Trust...Intercreditor and Subordination Agreement • July 25th, 2023 • Appgate, Inc. • Services-prepackaged software • New York
APPGATE CYBERSECURITY, INC. THE GUARANTORS SIGNATORY HERETO MAGNETAR FINANCIAL LLC as Representative of the Holders AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Collateral Agent AMENDED AND RESTATED NOTE ISSUANCE AGREEMENT Dated as of June 9,...Intercreditor and Subordination Agreement • June 15th, 2023 • Appgate, Inc. • Services-prepackaged software • New York
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 • January 9th, 2023 • Appgate, Inc. • Services-prepackaged software
This Separation Agreement and Release (“Agreement”) is made by and between Jawahar Sivasankaran (“Executive”) and Appgate, 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).
NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made as of July 20, 2023 (the “Effective Date”), by and among Appgate Cybersecurity, Inc., a Delaware corporation (the “Company”), Appgate Funding, LLC, a Delaware limited liability...Note Purchase Agreement • July 25th, 2023 • Appgate, Inc. • Services-prepackaged software • New York
2 - “Permitted Indebtedness” means (i) “Permitted Indebtedness” as defined in the Note Issuance Agreement and (ii) the Obligations; provided that the aggregate principal amount of Magnetar Notes that constitute Permitted Indebtedness shall not,...Revolving Credit Agreement • May 6th, 2024 • Appgate, Inc. • Services-prepackaged software
EXECUTION VERSION INTERCREDITOR AND SUBORDINATION AGREEMENT This INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Subordination Agreement”), dated as of July 20, 2023, is made by and between Appgate Funding, LLC, in its capacity as collateral agent...Execution Version Intercreditor and Subordination Agreement • July 25th, 2023 • Appgate, Inc. • Services-prepackaged software • New York
INTERCREDITOR AND SUBORDINATION AGREEMENT This INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Subordination Agreement"), dated as of June 9, 2023, is made by and between U.S. Bank Trust Company, National Association, in its capacity as collateral...Intercreditor and Subordination Agreement • June 15th, 2023 • Appgate, Inc. • Services-prepackaged software • New York
OCCUPANCY AGREEMENTOccupancy Agreement • June 26th, 2009 • Newtown Lane Marketing Inc • Bakery products
This AGREEMENT (the “Agreement”), effective as of January 1, 2009 (the “Effective Date”), between Newtown Lane Marketing, Incorporated (the “Corporation”), a corporation organized under the laws of the State of Delaware and Kirk M. Warshaw, LLC (the “LLC”), a limited liability company organized under the laws of the State of New Jersey.
2 - WHEREAS, the Noteholders represent the Holders of 100% of the Notes outstanding as of the date hereof and consent to the amendments to the definition of Greenshoe Notes and Section 3.2(b) of the A&R Note Purchase Agreement on the terms and...Note Purchase Agreement • May 6th, 2024 • Appgate, Inc. • Services-prepackaged software
RESTRICTED STOCK UNIT AGREEMENTIncentive Compensation Plan • January 3rd, 2022 • Appgate, Inc. • Services-prepackaged software
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
Separation Agreement and ReleaseSeparation Agreement and Release • January 9th, 2023 • Appgate, Inc. • Services-prepackaged software
This Separation Agreement and Release (“Agreement”) is made by and between Barry Field (“Executive”) and Appgate, 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).
2 terms in the Note Issuance Agreement. All other capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Registration Rights Agreement, prior to giving effect to this Amendment....Registration Rights Agreement • June 15th, 2023 • Appgate, Inc. • Services-prepackaged software
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.
REVOLVING CREDIT AGREEMENT dated as of April 26, 2022 among APPGATE CYBERSECURITY, INC., as Borrower, APPGATE, INC., as Parent, The GUARANTORS Party Hereto and SIS HOLDINGS, L.P., as Lender CONTENTSRevolving Credit Agreement • April 26th, 2022 • Appgate, Inc. • Services-prepackaged software • New York
REVOLVING CREDIT AGREEMENT, dated as of April 26, 2022 (this “Agreement”), among SIS HOLDINGS, L.P., a Delaware limited partnership (the “Lender”), APPGATE CYBERSECURITY, INC., a Delaware corporation (the “Borrower”), APPGATE, INC., a Delaware corporation (“Parent”), and the GUARANTORS party hereto.
