REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2016 • SecureWorks Corp • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2016, is made by and between SecureWorks Corp., a Delaware corporation (together with any successor thereto, the “Company”), Dell Marketing L.P., a Texas limited partnership (together with any successor thereto, “DMLP”), Michael S. Dell (“MD”), the Susan Lieberman Dell Separate Property Trust (together with any successor thereto, the “Dell Trust”), MSDC Denali Investors, L.P., a Delaware limited partnership (“MSDC LP”), MSDC Denali EIV, LLC, a Delaware limited liability company (together with MSDC LP and any successors thereto, the “MSD Funds” and each an “MSD Fund”), Silver Lake Partners III, L.P., a Delaware limited partnership (“SLP III”), Silver Lake Technology Investors III, L.P., a Delaware limited partnership (“SLTI III”), Silver Lake Partners IV, L.P., a Delaware limited partnership (“SLP IV”), Silver Lake Technology Investors IV, L.P., a Delaware limited partnership (“SLTI IV”), and SLP Denali Co-Invest, L.P., a D
SECUREWORKS CORP.Restricted Stock Unit Agreement • March 22nd, 2016 • SecureWorks Corp • Services-prepackaged software • Delaware
SecureWorks Corp., a Delaware corporation (the “Company”), hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s Class A common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the RSUs are set forth on this cover sheet and in the attached Restricted Stock Unit Agreement (together, the “Agreement”) and in the SecureWorks Corp. 2016 Long-Term Incentive Plan (as amended from time to time, the “Plan”).
SECUREWORKS CORP.Nonqualified Stock Option Agreement • March 22nd, 2016 • SecureWorks Corp • Services-prepackaged software • Delaware
SecureWorks Corp., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of the Company’s Class A common stock, par value $0.01 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below. Additional terms and conditions of the Option are set forth on this cover sheet and in the attached Nonqualified Stock Option Agreement (together, the “Agreement”) and in the SecureWorks Corp. 2016 Long-Term Incentive Plan (as amended from time to time, the “Plan”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 22nd, 2016 • SecureWorks Corp • Services-prepackaged software • Delaware
This Note Purchase Agreement, dated as of June 30, 2015 and amended on July 31, 2015 (this “Agreement”), is entered into by and among SecureWorks Holding Corporation, a Georgia corporation (together with any successor thereto, the “Company”), Denali Holding Inc., a Delaware corporation (“Denali”) of which the Company is an indirect wholly-owned subsidiary, and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).
