SECOND AMENDMENT TO CONTRIBUTION AND EQUITY PURCHASE AGREEMENT
This SECOND AMENDMENT TO CONTRIBUTION AND EQUITY PURCHASE AGREEMENT (this Amendment), dated as of July 27, 2021, is entered into by and among Magenta Buyer LLC, a Delaware limited liability company (the Purchaser), McAfee, LLC, a Delaware limited liability company (the U.S. Seller), and McAfee Security UK Ltd., a United Kingdom private limited company (the U.K. Seller and, together with the U.S. Seller, Sellers and, each of the Purchaser and Sellers, a Party, and collectively, the Parties). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in that certain Contribution and Equity Purchase Agreement, dated as of March 6, 2021, by and among the Purchaser, the U.S. Seller and the U.K. Seller (as amended by that certain First Amendment to Contribution and Equity Purchase Agreement, dated as of July 2, 2021, the Purchase Agreement).
WHEREAS, in accordance with Section 10.02 of the Purchase Agreement, the Parties have agreed to amend certain provisions of the Purchase Agreement, the Exhibits thereto and Disclosure Letter as described herein; and
WHEREAS, in connection with the Closing, the Parties are entering into modified forms of the Ancillary Agreements concurrently with the effectiveness of this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows, effective immediately prior to the Closing:
1. Defined Terms.
(a) Section 1.01 of the Purchase Agreement is hereby amended by adding the following definition of Asset Transfer Jurisdictions:
Asset Transfer Jurisdictions shall mean India, Saudi Arabia, Indonesia, Philippines and Thailand and each, an Asset Transfer Jurisdiction.
(b) Section 1.01 of the Purchase Agreement is hereby amended by adding the following definition of Cash:
Cash shall mean, with respect to any Person, an amount equal to the sum of all cash and cash equivalents, including checks, money orders, marketable securities, short-term instruments, negotiable instruments, funds in time and demand deposits or similar accounts on hand, in lock boxes, in financial institutions or elsewhere, and all bank, brokerage or other similar accounts, together with all accrued but unpaid interest thereon, in each case held by such Person. For the avoidance of doubt, Cash shall be (a) reduced by checks, drafts and other uncleared payments written or made by such Person but not yet cleared and wires or deposits in transit, (b) increased by checks and drafts for the benefit of such Person which have been received by such Person but not yet cleared and wires or deposits in transit and (c) will exclude lease deposits and similar amounts.