Commitment Letter, dated March

Ladies and Gentlemen:

SIS Holdings, L.P. (“SIS”), is pleased to confirm the arrangements under which it commits to provide the financing described herein, on the terms and subject to the conditions set forth in this letter and the attached Annexes A and B hereto (collectively, this “Commitment Letter”).

You have informed us that Appgate Cybersecurity, Inc. (f/k/a Cyxtera Cybersecurity, Inc. d/b/a AppGate) (the “Company”) desires to establish a subordinated revolving credit facility (the “Facility”) having the terms set forth on the term sheet attached hereto as Annex B (the “Term Sheet”), the proceeds of which would be used by the Company to finance (i) working capital and general corporate expenses and (ii) the payment of certain fees and expenses in connection with the Facility.

SIS is pleased to commit to provide the Company the Facility in the maximum aggregate outstanding amount of $50 million (the “Commitments”) on the terms and subject to the conditions contained in this Commitment Letter and the Term Sheet.

SIS’s Commitments and agreements are subject solely to (a) the execution and delivery of appropriate definitive loan documents relating to the Facility (and satisfaction of the conditions precedent contained therein, as more fully set forth in the Term Sheet) including, without limitation, the credit agreement, opinions of counsel and other related definitive documents (collectively, the “Loan Documents”) that are substantially consistent with the terms set forth in this Commitment Letter and are otherwise acceptable to SIS and the Company, and (b) this Commitment Letter being executed and delivered by the Company and SIS.

In connection with the arrangement set forth herein, the Company agrees to the provisions with respect to our indemnity and other matters set forth in Annex A, which is incorporated by reference into this Commitment Letter.

This Commitment Letter may not be assigned by either party without the prior written consent of the other party hereto (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of SIS and the Company and, except as set forth in Annex A hereto, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. This Commitment Letter may not be amended or any term or provision hereof waived or otherwise modified except by an instrument in writing signed by each of the parties hereto or thereto, as applicable, and any term or provision hereof may be amended or waived only by a written agreement executed and delivered by all parties hereto or thereto.

SIS’s Commitments and agreements hereunder will terminate upon the first to occur of (i) a material breach by the Company under this Commitment Letter, (ii) June 30, 2023 and (iii) Appgate, Inc. closing a registered offering of equity securities in an aggregate amount of no less than $50 million, unless the closing of the Facility, on the terms and subject to the conditions contained herein, has been consummated on or before such date.

The Company hereby acknowledges that SIS is acting pursuant to a contractual relationship on an arm’s length basis. The Company also hereby acknowledges that SIS has not advised and is not advising the Company as to any legal, accounting, regulatory or tax matters, and that the Company is consulting its own advisors concerning such matters to the extent it deems appropriate. The Company acknowledges and agrees that the Company has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

The Company will pay, or reimburse SIS on demand for, all reasonable and documented out-of-pocket costs and expenses incurred by SIS (whether incurred before or after the date hereof) in connection with the Facility and the preparation, negotiation, execution and delivery of this Commitment Letter, including without limitation, the reasonable and documented fees and expenses of counsel to SIS, in U.S. Dollars, regardless of whether any of the transactions contemplated hereby are consummated. The Company will also pay all costs and expenses of SIS (including without limitation, the reasonable fees and disbursements of counsel) incurred in connection with the enforcement of any of its rights and remedies under this Commitment Letter.

Except for the provisions set forth under Section 3 (including Annex A) and this Section 6 (which will remain in full force and effect), the provisions herein will, to the extent covered by the definitive Loan Documents, automatically terminate and be superseded by the applicable provisions contained in such definitive Loan Documents upon the closing of the Facility. The provisions set forth under Section 3 (including Annex A) and this Section 6 will remain in full force and effect notwithstanding the expiration or termination of this Commitment Letter or SIS’s Commitments and agreements hereunder.

Each party hereto agrees that any suit or proceeding arising in respect of this Commitment Letter or SIS’s Commitments or agreements hereunder will be tried exclusively in any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and each party hereby submits to the exclusive jurisdiction of, and to venue in, such court. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either SIS’s Commitments or agreements hereunder or any matter referred to in this Commitment Letter is hereby waived by the parties hereto. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses above shall be effective service of process against such party for any suit, action or proceeding brought in any such court. This Commitment Letter will be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws that would require the application of the laws of any other jurisdiction.

This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or electronic transmission (in pdf format) will be effective as delivery of a manually executed counterpart hereof. This Commitment Letter is the only agreement that has been entered into among the parties hereto with respect to the Facility and sets forth the entire understanding of the parties with respect thereto and supersedes any prior written or oral agreements among the parties hereto with respect to the Facility.

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Please confirm that the foregoing is in accordance with your understanding by signing and returning to SIS this Commitment Letter, whereupon this Commitment Letter will become a binding agreement between us. We look forward to working with you on this transaction.