This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of October 21, 2020 is made by and among:
A. McAfee Corp., a Delaware corporation (the Company);
B. Intel Americas, Inc., a Delaware corporation (Intel and, collectively with its Permitted Transferees that are Affiliates, the Intel Investor);
C. VII Manta Blocker Co-Invest I, L.P., a Delaware limited partnership (TPG Co-Invest I), TPG VII Manta AIV I, L.P., a Delaware limited partnership (TPG AIV I), TPG VII Side-by-Side Separate Account I, L.P. (TPG Side-by-Side), TPG VII Manta AIV Co-Invest, L.P., a Delaware limited partnership (TPG Manta AIV Co-Invest) and TPG VII Manta Holdings II, L.P., a Delaware limited partnership (TPG Manta Holdings II, and, together with TPG Co-Invest I, TPG AIV I, TPG Side-by-Side, and TPG Manta AIV Co-Invest, TPG or the TPG Investor);
D. Thoma Bravo Partners XII AIV, L.P. (TB Partners XII), Thoma Bravo Fund XII-A AIV, L.P. (TB XII-A), Thoma Bravo Fund XII AIV, L.P. (TB XII), Thoma Executive Fund XII AIV, L.P. (TB Executive XII), and Thoma Bravo Executive Fund XII-a AIV, L.P. (TB Executive XII-a and, together with TB Partners XII, TB XII-A, TB XII, and TB Executive XII, the TB or the TB Investor);
E. Snowlake Investment Pte Ltd. (Snowlake and, together with its Permitted Transferees that are Affiliates, GIC);
F. Peter Leav (CEO); and
G. such other Persons, if any, that from time to time become party hereto as holders of Registrable Securities pursuant to Section 4.4 in their capacity as Permitted Transferees.
For purposes of this Agreement, each of the Intel Investor and the TPG Investor is a Principal Investor and each Principal Investor and each of the TB Investor, GIC and CEO is a Holder for so long as it holds Registrable Securities.
WHEREAS, the Company has effected a series of reorganization transactions (the Reorganization Transactions) in connection with an initial public offering (the IPO) of shares of the Companys Class A common stock, par value $0.001 per share (the Class A Common Stock);
WHEREAS, after giving effect to the Reorganization Transactions, the Holders own (i) shares of Class A Common Stock and (ii) Class A Common Units in Foundation Technology Worldwide LLC (LLC Units) that, together with shares of the Companys Class B common stock, par value $0.001 per share (the Class B Common Stock and, together with the Class A Common Stock, the Common Stock), subject to certain restrictions, are exchangeable from time to time at the option of the holder thereof for shares of the Companys Class A Common Stock, pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Foundation Technology Worldwide LLC (the LLC Agreement);