Appgate, Inc. Sample Contracts

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER
Stock Purchase Agreement • August 10th, 2007 • Newtown Lane Marketing Inc • Bakery products • New York
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APPGATE, INC. INDEMNIFICATION AGREEMENT
Indemnification 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 Agreement
Employment 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”).

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, 2021
Agreement 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., Tenant
Lease • 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 AGREEMENT
Joinder 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.

FOR
Subscription Agreement • September 8th, 2006 • Newtown Lane Marketing Inc • Bakery products • New York
EMPLOYEE:
Agreement • September 8th, 2006 • Newtown Lane Marketing Inc • Bakery products
amendment TO NOTE PURCHASE AGREEMENT AND Note issuance agreement AND waiver TO Note Purchase Agreement and registration rights agreement
Note 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”).

NEWTOWN LANE MARKETING, INCORPORATED REGISTRATION RIGHTS AGREEMENT
Newtown 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 Release
Separation 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).

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OCCUPANCY AGREEMENT
Occupancy 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.

RESTRICTED STOCK UNIT AGREEMENT
Incentive Compensation Plan • January 3rd, 2022 • Appgate, Inc. • Services-prepackaged software
Separation Agreement and Release
Separation 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 Agreement
Separation Agreement and Release • October 15th, 2021 • Appgate, Inc. • Bakery products • Florida
Separation Agreement and Release
Separation 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).

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 2024
Note 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 AGREEMENT
Lock-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 CONTENTS
Revolving 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.

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