Exhibit 10.12


  


Amended and Restated Employment Agreement


 


This Amended and Restated
Employment Agreement (this “Agreement”) is entered into on October 12, 2021 by and among Appgate Cybersecurity, Inc.
(f/k/a Cyxtera Cybersecurity, Inc.), a Delaware corporation (the “Former Company” or “Prior Company”),
Appgate, Inc., a Delaware corporation and parent of Former Company (together with any successor thereto, the “Company”),
and Manuel D. Medina (the “Executive”, together with the Former Company and the Company, the “Parties”),
effective as of October 12, 2021 (the “Effective Date”).


 


RECITALS


 


		A.	Former Company and the Executive are parties to that certain employment agreement, effective as of January
1, 2020 (the “Prior Agreement”).



 


		B.	In accordance with Section 11(f) of the Prior Agreement, Former Company and the Executive desire
to amend and restate the Prior Agreement in its entirety, as set forth herein.



 


		C.	Pursuant to Section 9 of the Prior Agreement and Section 11(a) of this Agreement, Former Company wishes
to assign its rights and obligations under this Agreement to the Company, and the Company wishes to assume all such rights and obligations
hereunder as if the Company, and not Former Company, was the original signatory in place of Former Company.



 


		D.	It is the desire of the Company to assure itself of the services of Executive effective as of the Effective
Date and thereafter by entering into this Agreement.



 


		E.	Executive and the Company mutually desire that Executive provide services to the Company on the terms
herein provided.



 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and of the respective covenants and agreements set forth below, the Parties hereto agree as follows:


 


1. Employment.


 


(a) General.
Effective as of the Effective Date, the Company shall employ Executive and Executive shall remain in the employ of the Company, for the
period and in the position set forth in this Section 1, and subject to the other terms and conditions herein provided.


 


(b) Employment
Term. The term of employment under this Agreement (the “Term”) shall be on an at will basis and continue until
terminated as provided in Section 3 hereof.


 


(c) Position
and Duties.


 


(i) During
the Term, Executive shall serve as the Executive Chairman of the Company with such responsibilities, duties and authority normally associated
with such position and as may from time to time be assigned to Executive by the Board (as defined below). Executive shall report directly
to the board of directors of the Company (the “Board”). In connection with Executive’s service as Executive Chairman
of the Company, Executive shall support the Company’s Chief Executive Officer (the “CEO”) in the leadership of
the Company’s business and will cooperate in all reasonable respects with the CEO, and shall take direction from the Board, in each
case in regard to the division of leadership responsibilities between the Executive and the CEO. Subject to the foregoing and consultation
with the CEO, the Company and the Executive presently expect that the functional responsibilities of the Executive and the CEO shall initially
be as set forth in Exhibit A hereto, it being understood that such functional responsibilities may be modified from time to time
by the Board with the prior written consent of the Executive (not to be unreasonably withheld, conditioned, or delayed) and the CEO.


 






     


     


    

 


(ii) During
the Term, Executive shall devote such amount of Executive’s working time and efforts to the
business and affairs of the Company (which shall include service to its direct and indirect subsidiaries) as is necessary for the Executive
to carry out his duties and responsibilities hereunder. Executive shall be permitted to engage in outside business activities (including
serving on outside boards or committees) so long as such activities do not materially interfere with Executive’s performance of
his duties and responsibilities hereunder. Without limiting the generality of the foregoing, Executive
shall be permitted to (i) manage Executive’s personal, financial and legal affairs, (ii) participate in trade associations,
(iii) serve on the board of directors of for-profit organizations as well as not-for-profit or tax-exempt charitable organizations,
(iv) serve as a member of the board of directors of Cyxtera Technologies, Inc. (“Cyxtera”), (v) continue to serve in
the Executive’s existing role with respect to the management of Medina Capital Advisors, LLC, Medina Capital Fund, L.P. (it being
understood that no new investments will be made with respect to this Fund), and Medina Capital Fund II, LLC, eMerge Americas, LLC and
Innovation Center of the Americas, LLC (together the “Existing Funds”), and (vi) form and/or operate one or more private
equity funds, venture capital funds, investment funds or other similar business or entities (whether or not managed by Medina Capital
Advisors, LLC) (together, the “Other Funds”), in each case, subject to compliance with this Agreement and provided
that such activities do not materially interfere with Executive’s performance of Executive’s duties and responsibilities hereunder.
For the avoidance of doubt, Executive may not invest (whether through any Existing Fund, Other Fund or otherwise) at any time during the
Term or during the Restriction Period (as defined in Section 5) in any business which competes with the Business (as defined below) without
the approval of the Board. Executive agrees to observe and comply with the rules and policies of the Company as adopted by the Board from
time to time, in each case as amended from time to time, as set forth in writing and delivered to Executive (each, a “Policy”).



 


2. Compensation
and Related Matters.


 


(a) Annual
Base Salary. During the Term, Executive shall receive a base salary at a rate of $200,000.00 per annum, which shall be paid in accordance
with the customary payroll practices of the Company and shall be pro-rated for partial years of employment. Such annual base salary shall
be reviewed (and may be increased but not decreased) from time to time, but not less than annually, by the Board or a compensation committee
appointed by the Board (the “Compensation Committee”) (such annual base salary, as it may be adjusted from time to
time, the “Annual Base Salary”).


 


(b) Bonus.
During the Term and beginning with calendar year 2021, Executive will be eligible to participate in an annual incentive program established
by the Board or the Compensation Committee. Executive’s annual incentive compensation under such incentive program (the “Annual
Bonus”) shall be targeted at 60% of Executive’s Annual Base Salary (the “Target Bonus”), with the expectation
that the bonus will scale upward and downward based on actual performance, with respect to performance goals established at the start
of each period by the Board or the Compensation Committee in consultation with the Executive, as determined by the Board or the Compensation
Committee in good faith. The payment of any Annual Bonus pursuant to the incentive program shall be subject to Executive’s continued
employment with the Company through the date of payment, except as otherwise provided in Section 4. Each earned Annual Bonus will
be payable in the year following the year for which it is earned as soon as practicable after the end of the year for which it is earned
(and, in all events, prior to the later of (i) date that is two and a half months after the end of the year for which it is earned or
(ii) 30 days after the completion of the audited financial statements for such year but not later than 120 days after the end of the year).


 






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(c) Benefits.
During the Term, unless Executive is participating in the applicable employee benefit plans and programs of Cyxtera, Executive shall be
eligible to participate in employee benefit plans, programs and arrangements of the Company (including medical, dental and 401(k) plans)
available to similarly situated executives, consistent with the terms thereof and as such plans, programs and arrangements may be amended
from time to time. In the event the Executive is participating in the applicable employee benefit plans and programs of Cyxtera, the Company
will reimburse Cyxtera for the costs of such participation, provided, that, in no event shall the Company be obligated to reimburse Cyxtera
for any such costs relating to participation in such employee benefit plans and programs from January 1, 2022 or thereafter. In no event
shall Executive be eligible to participate in any severance plan or program of the Company, except as set forth in Section 3(c)
and Section 4 of this Agreement.


 


(d) Flexible
Time Off; Vacation. During the Term, Executive shall be entitled to flexible time off in accordance with the Company’s Policies.
Any vacation shall be taken at the reasonable and mutual convenience of the Company and Executive.


 


(e) Business
Expenses. During the Term, the Company shall reimburse Executive for all reasonable travel and other business expenses incurred by
Executive in the performance of Executive’s duties to the Company in accordance with the Company’s expense reimbursement Policy.


 


(f) Key
Person Insurance. At any time during the Term, the Company shall have the right to insure the life of Executive for the Company’s
sole benefit. The Company shall have the right to determine the amount of insurance and the type of policy. Executive shall reasonably
cooperate with the Company in obtaining such insurance by submitting to physical examinations, by supplying all information reasonably
required by any insurance carrier, and by executing all necessary documents reasonably required by any insurance carrier; provided that
any information provided to an insurance company or broker shall not be provided to the Company without the prior written authorization
of Executive. Executive shall incur no financial obligation by executing any required document, and shall have no interest in any such
policy.


 


(g) Office
Space: Administrative Support and Driver. During the Term, Executive shall be provided with suitable office space at the Company's
headquarters, which shall initially be the same office occupied by Executive prior to the Effective Date, it being understood that within
a reasonable period of time following the Effective Date, Executive's physical office space may transition from its current location.
During the Term and for so long as such persons remain employed with the Company or Cyxtera, Executive will continue to have use of his
current administrative assistant and driver on substantially the same basis as in effect prior to the Effective Date. In the event such
administrative assistant and/or driver is an employee of Cyxtera, the Company will reimburse Cyxtera for the costs of such employees,
provided, that, in no event shall the Company be obligated to reimburse Cyxtera for any such costs relating to employment of such administrative
assistant and/or driver from January 1, 2022 or thereafter.


 


(h) Long-Term
Incentive Compensation. Subject to the approval of the Board (which approval shall not be unreasonably withheld) and the completion
of any other necessary actions, including, but not limited to, the filing of a Form S-8 by the Company with the Securities and Exchange
Commission, the Executive shall be entitled to receive a restricted stock unit award with respect to 1,102,217 shares of the common stock
of the Company (the “RSUs”) with such RSUs to vest, in full, on the later of (a) January 1, 2022 and (b) the date of
grant of such RSUs. The RSUs shall be granted under and subject to the terms and conditions set forth in the Appgate Plan as well as the
terms and conditions set forth in an individual award agreement (the “Award Agreement”) to be entered into by and between
the Executive and the Company, provided, that, the terms and conditions of Executive’s RSUs shall be no less favorable than the
term and conditions of the initial restricted stock unit award that is granted to the CEO of the Company (the “CEO Initial RSUs”).
In no event shall the Executive’s RSUs be granted to Executive later than when the CEO is granted his CEO Initial RSUs.


 






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3. Termination.


 


Executive’s employment hereunder may be terminated
by the Company or Executive, as applicable, without any breach of this Agreement under the following circumstances:


 


(a) Circumstances.


 


(i) Death.
Executive’s employment hereunder shall terminate upon Executive’s death.


 


(ii) Disability.
If Executive has incurred a Disability, as defined below, the Company may terminate Executive’s employment.


 


(iii) Termination
for Cause. The Company may terminate Executive’s employment for Cause, as defined below.


 


(iv) Termination
without Cause. The Company may terminate Executive’s employment without Cause.


 


(v) Resignation
from the Company for Good Reason. Executive may resign Executive’s employment with the Company for Good Reason, as defined below.


 


(vi) Resignation
from the Company Without Good Reason. Executive may resign Executive’s employment with the Company for any reason other than
Good Reason or for no reason.


 


(b) Notice
of Termination. Any termination of Executive’s employment by the Company or by Executive under this Section 3 (other
than termination pursuant to Section 3(a)(i)) shall be communicated by a written notice to the other Party hereto (i) indicating
the specific termination provision in this Agreement relied upon, (ii) setting forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive’s employment under the provision so indicated, if applicable, and (iii)
specifying a Date of Termination which, if submitted by Executive, shall be at least forty-five (45) days following the date of such notice
(a “Notice of Termination”); provided, however, that in the event that Executive delivers a Notice of Termination
to the Company, the Company may, in its sole discretion, change the Date of Termination to any date that occurs following the date of
Company’s receipt of such Notice of Termination and is prior to the date specified in such Notice of Termination (it being understood
that the Company will provide pay in lieu of notice in an amount equal to the compensation that would be due to Executive for the period
from the changed Date of Termination through the originally specified Date of Termination (not to exceed forty-five (45) days)). The failure
by the Company or Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause
or Good Reason shall not waive any right of such Party hereunder or preclude such Party from asserting such fact or circumstance in enforcing
such Party’s rights hereunder.


 






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(c) Company
Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section
3(a), Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Annual
Base Salary earned through the Date of Termination, but not yet paid to Executive, (ii) any vacation time that has been accrued but unused
in accordance with Company’s Policies, if applicable (for the avoidance of doubt, the Company’s current vacation Policy as
of the date hereof is for flexible time off and, under such Policy, no vacation time would accrue or be paid out upon termination of Executive’s
employment), (iii) any reimbursements owed to Executive pursuant to Section 2(e), and (iv) any amount accrued and arising
from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements (including with
respect to equity-based awards), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans,
programs or arrangements (collectively, the “Company Arrangements”). Except as otherwise expressly required by law
(e.g., COBRA (as defined below)) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses
and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.


 


(d) Deemed
Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all
offices and directorships, if any, then held with the Company or any of its direct or indirect subsidiaries.


 


4. Severance
Payments.


 


(a) Termination
for Cause or Resignation from the Company Without Good Reason. If Executive’s employment shall terminate pursuant to Section
3(a)(iii) for Cause or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason,
then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).


 


(b) Termination
without Cause or Resignation from the Company for Good Reason. If Executive’s employment terminates without Cause pursuant to
Section 3(a)(iv) or pursuant to Section 3(a)(v) due to Executive’s resignation for Good Reason, in either case outside
the Change in Control Period, then, subject to Executive signing on or before the 21st day following Executive’s Separation
from Service (as defined below), and not revoking within the 7 calendar days after the date of signing, a release of claims substantially
in the form attached as Exhibit B to this Agreement (the “Release”), and Executive’s continued compliance
with Sections 5 and 6, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the
following:


 


(i) an
amount in cash equal to the sum of (A) 12 months of Executive’s Annual Base Salary and (B) 100% of the Target Bonus, payable in
the form of salary continuation in regular installments over the 12 month period following the date of Executive’s Separation from
Service (the “Severance Period”) in accordance with the Company’s normal payroll practices, commencing on the
first payroll period occurring on or after the 28th day following Executive’s Separation from Service; if Executive elects
to receive continued medical, dental or vision coverage under one or more of the Company’s group healthcare plans pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall directly pay, or reimburse
Executive for, the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing
on Executive’s Separation from Service and ending upon the earliest of (X) the last day of the Severance Period, (Y) the date that
Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (Z) the date Executive becomes eligible to
receive healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). Notwithstanding
the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating
applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company
shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would
be required to pay to continue Executive’s and Executive’s covered dependents’ group health coverage in effect on the
Date of Termination (which amount shall be based on the premium for the first month of COBRA coverage), less the amount Executive would
have had to pay to receive group health coverage for Executive and his or her covered dependents based on the cost sharing levels in effect
on the Date of Termination, which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall
commence in the month following the month in which the Date of Termination occurs and shall end on the earlier of (X) the last day of
the Severance Period, (Y) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (Z)
the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (and Executive agrees to promptly notify
the Company of such eligibility);


 






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(ii) to
the extent unpaid as of the Date of Termination, an amount of cash equal to any Annual Bonus earned by Executive for the Company’s
fiscal year in which the Date of Termination occurs, as determined by the Board or the Compensation Committee in its sole discretion based
upon actual performance achieved, which Annual Bonus, if any, shall be prorated based on the days of the fiscal year prior to and including
the Date of Termination, and paid to Executive when bonuses for such fiscal year are paid in the ordinary course to actively employed
senior executives of the Company (but in no event later than the date that is two and half months into the following fiscal year); and


 


(iii) any
accrued Annual Bonus amounts with respect to the year prior to the year in which the Date of Termination occurs, to the extent then unpaid,
and paid to Executive in accordance with the timeframe set forth in Section 2(b) of this Agreement.


 


(c) Termination
Upon Death or Disability. If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section
3(a)(i) or Disability pursuant to Section 3(a)(ii), then Executive, or Executive’s estate, as applicable, shall receive,
in addition to the payments and benefits set forth in Section 3(c), the following:


 


(i) with
respect to any Awards (as defined under the Appgate Plan) that were previously granted to the Executive and remain outstanding immediately
prior to the Date of Termination, the following shall apply: (a) a pro rata portion (based on the period of time commencing on the date
of grant and ending on the Date of Termination) of any Option (as defined in the Appgate Plan) or Stock Appreciation Right (as defined
in the Appgate Plan) that was not previously vested and exercisable as of the Date of Termination shall become immediately vested and
exercisable, subject to applicable restrictions set forth in Section 10(a) of the Appgate Plan; (b) a pro rata portion (based on the period
of time commencing on the date of grant and ending on the Date of Termination) of any Restricted Stock Award (as defined in the Appgate
Plan), Restricted Stock Unit Award (as defined in the Appgate Plan) or an Other Stock-Based Award (as defined in the Appgate Plan) subject
only to future service requirements granted under the Appgate Plan shall lapse and be deemed vested as of the Date of Termination, subject
to the applicable restrictions set forth in Section 10(a) of the Plan; and (c) with respect to any outstanding Award subject to achievement
of performance goals and conditions under the Appgate Plan, a pro rata portion (based on the period of time commencing on the date of
grant and ending on the Date of Termination) of such Awards shall be deemed vested and calculated assuming the greater of (1) one hundred
percent (100%) of target levels and all other conditions met or (2) actual performance results with respect to such performance goals
and conditions, subject to applicable restrictions set forth in Section 10(a) of the Appgate Plan;


 


(ii) to
the extent unpaid as of the Date of Termination, an amount of cash equal to any Annual Bonus earned by Executive for the Company’s
fiscal year in which the Date of Termination occurs, as determined by the Board or the Compensation Committee in its sole discretion based
upon actual performance achieved, which Annual Bonus, if any, shall be prorated based on the days of the fiscal year prior to and including
the Date of Termination, and paid to Executive when bonuses for such fiscal year are paid in the ordinary course to actively employed
senior executives of the Company (but in no event later than the date that is two and half months into the following fiscal year);


 






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(iii) any
accrued Annual Bonus amounts with respect to the year prior to the year in which the Date of Termination occurs, to the extent then unpaid,
and paid to Executive in accordance with the timeframe set forth in Section 2(b) of this Agreement; and


 


(iv) solely
upon a Separation from Service on account of Disability, if Executive elects to receive continued medical, dental or vision coverage under
one or more of the Company’s group healthcare plans pursuant to COBRA, the Company shall directly pay, or reimburse Executive for,
the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on Executive’s
Separation from Service and ending upon the earliest of (a) the twelfth (12th) month anniversary of the Executive’s Separation
from Service, (b) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (c) the date
Executive becomes eligible to receive healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company
of such eligibility). Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing
benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or
incurring an excise tax, the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly
COBRA premium that Executive would be required to pay to continue Executive’s and Executive’s covered dependents’ group
health coverage in effect on the Date of Termination (which amount shall be based on the premium for the first month of COBRA coverage),
less the amount Executive would have had to pay to receive group health coverage for Executive and his or her covered dependents based
on the cost sharing levels in effect on the Date of Termination, which payments shall be made regardless of whether Executive elects COBRA
continuation coverage and shall commence in the month following the month in which the Date of Termination occurs and shall end on the
earlier of (X) the twelfth (12th) month anniversary of the Executive’s Separation from Service, (Y) the date that Executive
and/or Executive’s covered dependents become no longer eligible for COBRA or (Z) the date Executive becomes eligible to receive
healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility).


 


(d) Change
in Control of the Company. If the Executive’s employment is terminated by the Company without Cause pursuant to Section 3(a)(iv)
or by the Executive for Good Reason pursuant to Section 3(a)(v), in either case during the Change in Control Period, then in lieu
of any amounts otherwise payable under Section 4(b) hereof, and subject to the Executive signing on or before the 21st
day following Executive’s Separation from Service and not revoking the Release within the 7 calendar days after the date of signing,
and the Executive’s continued compliance with Sections 5 and 6, the Executive shall receive, in addition to payments
and benefits set forth in Section 3(c), the following:


 


(i) an
amount in cash equal to the sum of (A) 18 months’ of Executive’s Annual Base Salary and (B) 100% of the Target Bonus, payable
in a lump sum payment within thirty (30) days following the Separation from Service;


 


(ii) an
amount equal to 18 multiplied by the total applicable monthly premium cost for continued group health plan coverage under COBRA for Executive
and Executive’s covered dependents under a group health plan sponsored by the Company in which Executive (or such dependents) participated
at the time of termination of employment, payable in a lump sum payment within thirty (30) days following the Separation from Service
based upon the premium for the first month of COBRA;


 






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(iii) to
the extent unpaid as of the Date of Termination, an amount of cash equal to any Annual Bonus earned by Executive for the Company’s
fiscal year in which the Date of Termination occurs, as determined by the Board or the Compensation Committee in its sole discretion based
upon actual performance achieved, which Annual Bonus, if any, shall be prorated based on the days of the fiscal year prior to and including
the Date of Termination, and paid to Executive in a lump sum payment within thirty (30) days following the Separation from Service;


 


(iv) any
accrued Annual Bonus amounts with respect to the year prior to the year in which the Date of Termination occurs, to the extent then unpaid,
and paid to Executive in a lump sum payment within thirty (30) days following the Separation from Service; and


 


(v) with
respect to any Awards (as defined under the Appgate Plan) that were previously granted to the Executive and remain outstanding immediately
prior to the Date of Termination, the following shall apply: (a) any Option (as defined in the Appgate Plan) or Stock Appreciation Right
(as defined in the Appgate Plan) that was not previously vested and exercisable as of the time of the Change in Control (as defined in
the Appgate Plan) shall become immediately vested and exercisable, subject to applicable restrictions set forth in Section 10(a) of the
Appgate Plan; (b) any restrictions, deferral of settlement, and forfeiture conditions applicable to a Restricted Stock Award (as defined
in the Appgate Plan), Restricted Stock Unit Award (as defined in the Appgate Plan) or an Other Stock-Based Award (as defined in the Appgate
Plan) subject only to future service requirements granted under the Appgate Plan shall lapse and such Awards (as defined in the Appgate
Plan) shall be deemed fully vested as of the time of the Change in Control, except to the extent of any waiver by the Executive and subject
to the applicable restrictions set forth in Section 10(a) of the Plan; and (c) with respect to any outstanding Award subject to achievement
of performance goals and conditions under the Appgate Plan, all performance goals and conditions and other vesting criteria will be deemed
achieved as of the time of the Change in Control at the greater of (1) one hundred percent (100%) of target levels and all other conditions
met or (2) actual performance results with respect to such performance goals and conditions, subject to applicable restrictions set forth
in Section 10(a) of the Appgate Plan.


 


(e) Treatment
of Payments / Benefits. If (a) Executive’s termination occurs prior to a Change in Control that qualifies Executive for benefits
under Section 4(b) of this Agreement and (b) a Change in Control occurs within the 90-day period following Executive’s termination
that qualifies Executive for the superior benefits under Section 4(d) of this Agreement, then (i) Executive will cease receiving
any further payments or benefits under Section 4(b) of this Agreement and (ii) the benefits payable under Section 4(d) of
this Agreement will be paid, offset by the corresponding amounts paid pursuant to Section 4(b).


 


(f) Survival.
Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 5 through 9 and Section 11
and any other provisions which by their nature should survive, will survive the termination of Executive’s employment and the termination
of the Term.


 






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5. Competition. Executive
acknowledges that Executive has been provided with Confidential Information (as defined below) and, during the Term, the Company from
time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to Executive as set forth
in this Agreement and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of
same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against
unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s
right to pursue employment:


 


(a) Executive
shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in,
interview for a potential employment or consulting relationship with or manage, provide services to or operate any person, firm, corporation,
partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise)
that engages in any business which competes with the Business (as defined below) in any geographic region in which the Company is engaged.
Nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding equity interest in any entity
that is publicly traded, so long as Executive has no active participation in the business of such entity.


 


(b) Executive
shall not, at any time during the Restriction Period, directly or indirectly, (i) solicit, divert or take away any customers, clients,
or business acquisition or other business opportunity of the Company in competition with Company, (ii) contact or solicit, with respect
to hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately
preceding the Date of Termination, (iii) induce or otherwise counsel, advise or encourage any employee of the Company to leave the
employment of the Company, or (iv) induce any distributor, representative or agent of the Company to terminate or modify its relationship
with the Company. Notwithstanding the foregoing, the restrictions contained in clause (ii) of this Section 5(b) shall not apply with respect
to the soliciting or hiring of any person who has not been employed by the Company for the following period of time prior to such solicitation
or hiring: (A) if such person resigns without “Good Reason” or is terminated by the Company for “Cause”, eighteen
(18) months; and (B) if such person resigns with “Good Reason” or is terminated by the Company for any reason other than for
“Cause”, twelve (12) months. For the purposes of the immediately preceding sentence, “Good Reason” and “Cause”
shall have the definitions set forth in the solicited or hired employee’s employment agreement with the Company or any subsidiary
thereof.


 


(c) In
the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason
of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other
respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical
area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined
by such court in such action.


 


(d) As
used in this Section 5, (i) the term “Company” shall include Appgate, Inc. and its direct and indirect subsidiaries
and controlled affiliates; (ii) the term “Business” shall mean (A) the development, marketing and sale of software
defined perimeter network security platform of Cryptzone Worldwide, Inc. or its subsidiaries (or any successor of any of them), (B) the
development, marketing and sale of a security platform for financial services businesses focused on the comprehensive detection and prevention
of electronic fraud across all devices, channels and clouds and other products and services, as conducted by Easy Solutions Enterprises
Corp. or its subsidiaries (or any successor of any of them); or (C) the development, marketing and sale of offensive-oriented cybersecurity
software and professional services of Immunity, Inc. or its subsidiaries (or any successor of any of them); and (iii) the term “Restriction
Period” shall mean the period beginning on the Effective Date and ending on the date 12 months following the Date of Termination,
provided, that, for purposes of Section 5(b)(ii), the term “Restriction Period” shall mean the period beginning on the Effective
Date and ending on the date twenty-four (24) months following the Date of Termination.


 






    9


     


    

 


(e) Executive
represents that Executive’s employment by the Company does not and will not breach any agreement with any former employer, including
but not limited to, any non-compete agreement, non-solicit agreement, or any agreement to keep in confidence or refrain from using information
acquired by Executive prior to Executive’s employment by the Company. During Executive’s employment by the Company, Executive
agrees that Executive will not violate any non-compete agreements or non-solicit agreements that Executive entered into with any former
employer or improperly make use of, or disclose, any information or trade secrets of any former employer or other third party, nor will
Executive bring onto the premises of the Company or its affiliates or use any unpublished documents or any property belonging to any former
employer or other third party, in violation of any lawful agreements with that former employer or third party.


 


(f) Each
Party (which, in the case of the Company, shall mean its officers and the members of the Board) agrees, during the Term and following
the Date of Termination, to refrain from Disparaging (as defined below) the other Party and its affiliates, including, in the case of
the Company, any of its services, technologies or practices, or any of its directors, officers, agents, representatives or stockholders,
either orally or in writing. Nothing in this paragraph shall preclude any Party from making truthful statements that are reasonably necessary
to comply with applicable law, regulation or legal process, or to defend or enforce a Party’s rights under this Agreement. For purposes
of this Agreement, “Disparaging” means making remarks, comments or statements, whether written or oral, that impugn the character,
integrity, reputation or abilities of the Person being disparaged.


 


6. Nondisclosure
of Proprietary Information.


 


(a) Except
in connection with the faithful performance of Executive’s duties hereunder or pursuant to Section 6(c) and (e), Executive
shall maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Executive’s
benefit or the benefit of any person, firm, corporation or other entity (other than the Company) any confidential or proprietary information
or trade secrets of or relating to the Company (including, without limitation, business plans, business strategies and methods, acquisition
targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, inventions, works, discoveries,
improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques,
data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information
with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers,
customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation
paid to employees or other terms of employment) (collectively, the “Confidential Information”), or deliver to any person,
firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential
Information. The Company and the Executive hereby stipulate and agree that, as between them, any item of Confidential Information is important,
material and confidential and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company).
The Company and the Executive understand and agree that the Executive’s obligations regarding any particular Confidential Information
begins immediately when the Executive first has access to the Confidential Information (whether before or after the Executive begins employment
with the Company) as a result of it being provided to Executive by or on behalf of Company. Such obligations shall continue during and
after the Executive’s employment by the Company. Notwithstanding the foregoing, Confidential Information shall not include any information
that (i) has been published in a form generally available to the public or is publicly available or has become public knowledge prior
to the date Executive proposes to disclose or use such information, provided, that such publishing or public availability or knowledge
of the Confidential Information shall not have resulted from Executive directly or indirectly breaching Executive’s obligations
under this Section 6(a); or (ii) was in Executive’s possession prior to the date of Executive’s first employment by
the Company, any affiliate thereof, or Cyxtera Technologies, Inc. or any indirect or direct subsidiary thereof, except, with respect to
subclause (ii), if such information was in Executive’s possession as a result of it being provided to Executive by or on behalf
of Company. For the purposes of clause (i) of the previous sentence, Confidential Information will not be deemed to have been published
or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features
comprising such information have been published or become publicly available.


 






    10


     


    

 


(b) Upon
termination of Executive’s employment with the Company for any reason, Executive will promptly deliver to the Company all correspondence,
drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property
concerning the Company’s customers, business plans, marketing strategies, products, property or processes.


 


(c) Executive
may respond to a lawful and valid subpoena or other legal process but shall give the Company and the earliest possible notice thereof,
shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information
sought and shall assist such counsel at Company’s expense in resisting or otherwise responding to such process, in each case to
the extent permitted by applicable laws or rules.


 


(d) As
used in this Section 6 and Section 7, the term “Company” shall include Appgate, Inc. and its direct and
indirect subsidiaries and controlled affiliates.


 


(e) Nothing
in this Agreement shall prohibit Executive from (i) disclosing information and documents when required by law, subpoena or court order
(subject to the requirements of Section 6(c) above), (ii) disclosing information and documents to Executive’s attorney, financial
or tax adviser for the purpose of securing legal, financial or tax advice, (iii) disclosing Executive’s post-employment restrictions
in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, Executive’s personal correspondence,
Executive’s personal contacts and documents related to Executive’s own personal benefits, entitlements and obligations.


 


(f) Notice
of Immunity Under the Defend Trade Secrets Act of 2016


 


Notwithstanding any
other provision of this Agreement:


 


(i) Executive
will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A)
is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely
for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed
under seal in a lawsuit or other proceeding.


 


(ii) If
Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s
trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (A) files
any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.


 


7. Inventions.


 


All rights to discoveries,
inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of the Company, whether
or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that Executive may discover, invent or originate
during the Term, either during the course of performing work for the Companies or their clients or which are related in any manner to
the business (commercial or experimental) of the Company or its clients, either alone or with others and whether or not during working
hours or by the use of the facilities of the Company (“Inventions”), shall be the exclusive property of the Company.
Executive shall promptly disclose all Inventions to the Company, shall execute at the request of the Company any assignments or other
documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon reasonable
request and at the Company’s expense, in obtaining, defending and enforcing the Company’s rights therein. Executive hereby
appoints the Company as Executive’s attorney-in-fact to execute on Executive’s behalf any assignments or other documents reasonably
deemed necessary by the Company to protect or perfect its rights to any Inventions.


 






    11


     


    

 


8. Injunctive
Relief.


 


It is recognized and acknowledged
by Executive that a breach of the covenants contained in Sections 5, 6 and 7 will cause irreparable damage to Company
and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach
will be inadequate. Accordingly, Executive agrees that in the event of a breach of any of the covenants contained in Sections 5,
6 and 7, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific
performance and injunctive relief without the requirement to post bond.


 


9. Assignment
and Successors.


 


The Company may assign its
rights and obligations under this Agreement to any of its controlled affiliates or to any corporation or other entity with or into which
the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, and in any
such case said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Company hereunder
as fully as if it had been originally made a party hereto, but no assignment will release the Company from this Agreement or any of its
obligations hereunder. The Company may not otherwise assign this Agreement or its rights and obligations hereunder. This Agreement shall
be binding upon and inure to the benefit of the Company, Executive and their respective successors, assigns, personnel and legal representatives,
executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations
may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only
by will or operation of law. Notwithstanding the foregoing, Executive shall be entitled, to the extent permitted under applicable law
and applicable Company Arrangements, to select and change a beneficiary or beneficiaries to receive compensation hereunder following Executive’s
death by giving written notice thereof to the Company.


 


10. Certain
Definitions.


 


(a) “Appgate
Plan” shall mean the Appgate, Inc. 2021 Incentive Compensation Plan, as amended from time to time, and any successor plan thereto.


 


(b) Cause.
The Company shall have “Cause” to terminate Executive’s employment hereunder upon:


 


(i) Executive’s
intentional and continued failure to substantially perform Executive’s material duties with the Company (other than any such failure
resulting from Executive’s Disability), which Executive fails to cure within thirty (30) days after receipt of notice of such breach
if such breach is capable of being cured;


 


(ii) Executive’s
intentional breach (solely in Executive’s capacity as an executive of the Company) of a material provision of this Agreement resulting
in material economic harm to the Company, which Executive fails to cure within thirty (30) days after receipt of notice of such breach
if such breach is being capable of being cured;


 






    12


     


    

 


(iii) Executive’s
conviction, plea of no contest or plea of nolo contendere for any felony involving dishonesty or a breach of trust; or


 


(iv) Executive’s
habitual, unlawful use of illegal drugs on the Company’s (or any of its affiliate’s) premises or while performing Executive’s
duties and responsibilities under this Agreement.


 


(c) “Change
in Control Period” shall have the meaning ascribed to such term in the Appgate Plan.


 


(d) Date
of Termination. “Date of Termination” shall mean (i) if Executive’s employment is terminated by Executive’s
death, the date of Executive’s death; (ii) if Executive’s employment is terminated pursuant to Section 3(a)(ii)–(vi)
either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 3(b), whichever
is earlier.


 


(e) Disability.
“Disability” shall mean, at any time the Company or any of its affiliates sponsors a long-term disability plan for the Company’s
employees, “disability” as defined in such long-term disability plan for the purpose of determining a participant’s
eligibility for benefits, provided, however, if the long-term disability plan contains multiple definitions of disability, “Disability”
shall refer to that definition of disability which, if Executive qualified for such disability benefits, would provide coverage for the
longest period of time. The determination of whether Executive has a Disability shall be made by the person or persons required to make
disability determinations under the long-term disability plan. At any time the Company does not sponsor a long-term disability plan for
its employees, Disability shall mean Executive’s inability to substantially perform his or her material duties for the Company as
a result of incapacity due to mental or physical illness, which inability continues for at least 120 consecutive calendar days and is
determined to be total and permanent by a physician mutually agreed by the Executive and the Company. Any refusal by Executive to submit
to a medical examination for the purpose of determining Disability shall be deemed to constitute conclusive evidence of Executive’s
Disability.


 


(f) Good
Reason. For the sole purpose of determining Executive’s right to severance payments as described above, Executive’s resignation
will be for “Good Reason” if Executive resigns within ninety days after any of the following events, unless Executive consents
to the applicable event: (i) a material decrease in Executive’s Annual Base Salary, other than a reduction in Annual Base Salary
of less than 10% that is implemented in connection with a contemporaneous reduction in annual base salaries affecting other senior executives
of the Company, (ii) a material decrease in Executive’s authority or areas of responsibility as are commensurate with Executive’s
then-current title or position (other than in connection with a corporate transaction where Executive continues to hold the position referenced
in Section 1(c) above with respect to the Company’s business, substantially as such business exists prior to the date of
consummation of such corporate transaction, but does not hold such position with respect to the successor corporation), or (iii) material
change in the geographic location at which the Executive must perform the services under this Agreement, provided, that, a relocation
of less than 30 miles from Executive’s then present location will not be considered a material change in the geographic location.
Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: (a) provided the Company, within 60 days
of Executive’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice stating
with specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with
an opportunity to cure the same within 30 days after the receipt of such notice.


 






    13


     


    

 


(g) Person.
“Person” shall mean any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated
association, joint venture, joint stock company, trust, governmental authority or other entity of any kind.


 


11. Miscellaneous
Provisions.


 


(a) Assignment
of Agreement. Pursuant to Section 9 of the Prior Agreement, Prior Company hereby assigns its rights and obligations under the Prior
Agreement to the Company and the Company hereby agrees to assume all such rights and obligations thereunder as if the Company, and not
Prior Company, was the original signatory in place of Prior Company.


 


(b) Governing
Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in
accordance with the substantive laws of the State of Florida without giving effect to any choice or conflict of law provision or rule
that would cause the application of the laws of any jurisdiction other than those of the State of Florida.


 


(c) Validity.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and effect.


 


(d) Notices.
Any notice, request, claim, demand, document and other communication hereunder to any Party shall be effective upon receipt (or refusal
of receipt) and shall be in writing and delivered personally or sent by facsimile or certified or registered mail, postage prepaid, as
follows:


 


		(i)	If to the Company:



 


Appgate, Inc.


legal@appgate.com


 


and copies to:


 


BC Partners, Inc.


650 Madison Avenue


New York, NY 10022


Attention: Fahim Ahmed


 


and


 


Medina Capital Advisors, LLC


BAC Colonnade Office Towers


2333 Ponce De Leon Blvd, Suite 900


Coral Gables, FL, 33134


Attention: Victor F. Semah


 


And


 


Greenberg Traurig LLP


333 SE 2nd Avenue, Suite
4400


Miami, Florida 33131


Attention: Jaret Davis


 


(ii) If
to Executive, at the last address that the Company has in its personnel records for Executive, or


 


(iii) At
any other address as any Party shall have specified by notice in writing to the other Party.


 






    14


     


    

 


(e) Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will
constitute one and the same Agreement. Signatures delivered by facsimile or other electronic means shall be deemed effective for all purposes.


 


(f) Entire
Agreement. The terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect to the
subject matter hereof and supersede all prior understandings and agreements, whether written or oral. The Parties further intend that
this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced
in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.


 


(g) Amendments;
Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Executive and a
duly authorized officer of Company. By an instrument in writing similarly executed, Executive or a duly authorized officer of the Company
may waive compliance by the other Party with any specifically identified provision of this Agreement that such other Party was or is obligated
to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with
respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude
any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.


 


(h) No
Inconsistent Actions. The Parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent
with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the Parties hereto to act in a fair and reasonable
manner with respect to the interpretation and application of the provisions of this Agreement.


 


(i) Construction.
This Agreement shall be deemed drafted equally by the Parties. Its language shall be construed as a whole and according to its fair meaning.
Any presumption or principle that the language is to be construed against any Party shall not apply. The headings in this Agreement are
only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections
or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly
indicates to the contrary, (a) the plural includes the singular and the singular includes the plural; (b) “and” and “or”
are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every”
means “any and all,” and “each and every”; (d) “includes” and “including” are each “without
limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here”
refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred
to may require.


 






    15


     


    

 


(j) Arbitration.
Except as otherwise provided in Section 8 of this Agreement, any controversy, claim or dispute arising out of or relating to this
Agreement, shall be settled solely and exclusively by a binding arbitration process under the Florida Arbitration Code in Miami, Florida.
Such arbitration shall be conducted: (a) by one arbitrator who is a retired judge shall be chosen by mutual consent of the parties or
by the Court pursuant to the Florida Arbitration Code; (b) each Party to the arbitration will pay one-half of the expenses and fees of
the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed
in the absence of any Party if written notice of the proceedings has been given to such Party. Each Party shall bear its own attorney’s
fees and expenses; provided that the arbitrator may assess the prevailing Party’s fees and costs (including the fees and costs incurred
by the arbitrator) against the non-prevailing Party as part of the arbitrator’s award. The Parties agree to abide by all decisions
and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such
controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing
in this subsection shall be construed as precluding the bringing an action for injunctive relief or specific performance as provided in
Section 8 of this Agreement. The Parties acknowledge and agree that this Section 11(j) shall not apply to causes of action
or claims under the National Labor Relations Act, workers’ compensation, unemployment compensation, or that are expressly prohibited
from mandatory arbitration under applicable law. The arbitrator shall issue a written opinion stating the essential findings and conclusions
on which the arbitrator’s award is based. By entering into this Agreement, the Parties are waiving all rights to have their disputes
heard or decided by a jury or in a court trial, and the right to pursue any class or representative claims against each other in court,
arbitration, or any other proceeding, except as provided otherwise in this Agreement. The arbitrator shall have no jurisdiction or authority
to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration
between the Company and Executive. Except as otherwise provided in Section 8 of this Agreement, the arbitrator, and not any court,
shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability
of dispute between the Parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver,
which shall be determined by a court of competent jurisdiction. This dispute resolution process and any arbitration hereunder shall be
confidential and neither any Party nor the neutral arbitrator shall disclose the existence, contents or results of such process without
the prior written consent of all Parties, except where necessary or compelled in a Court to enforce this arbitration provision or an award
from such arbitration or otherwise in a legal proceeding. Notwithstanding the foregoing, Executive and the Company each have the right
to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration.


 


(k) Enforcement.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the Term,
such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in
lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar
in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.


 


(l) Indemnification;
Insurance. The Company shall defend, indemnify and hold Executive harmless from any and all liabilities, obligations, claims or expenses
which arise in connection with or as a result of Executive’s service as an officer of the Company, including advancement to Executive
of any and all expenses and attorneys’ fees incurred by Executive in defending any action or proceeding resulting from his service
with the Company to the greatest extent allowed by law. During the Term and for a period of at least six years thereafter, Executive shall
be entitled to the same directors’ and officers’ liability insurance coverage that the Company provides generally to its other
directors and officers, as may be amended from time to time.


 


(m) Withholding.
The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding
or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if
any questions as to the amount or requirement of withholding shall arise.


 


(n) Section
409A.


 


(i) General.
The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal
Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”)
and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.



 






    16


     


    

 





(ii) Separation
from Service. Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement
that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s
termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the
meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits
described in Section 4 shall not be paid, or, in the case of installments, shall not commence payment, until the thirtieth (30th)
day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would
have been made to Executive during the thirty (30) day period immediately following Executive’s Separation from Service but for
the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this
Agreement.


 


(iii) Specified
Employee. Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s
Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any
portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under
Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration
of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s
death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the
preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments
due to Executive under this Agreement shall be paid as otherwise provided herein.


 


(iv) Expense
Reimbursements. To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable
to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided,
that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses
reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred
to in Section 105(b) of the Code, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation
or exchange for another benefit.


 


(v) Installments.
Executive’s right to receive any installment payments under this Agreement, including without limitation any continuation salary
payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly,
each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except
as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral
would not result in additional tax or interest pursuant to Section 409A.


 


(o) Sections 280 and
4999. If any payments, rights or benefits (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement
of Executive with the Company or any of its direct or indirect subsidiaries) (the “Payments”) received or to be received
by Executive will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar tax
that may hereafter be imposed), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject
to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit received by Executive shall exceed the net after-tax
benefit that would be received by Executive if no such reduction was made. The process for calculating the Excise Tax, and other procedures
relating to this Section 11(o), are set forth in Exhibit C attached hereto. For purposes of making the determinations
and calculations required herein, the Accounting Firm (as defined in Exhibit C) may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code. The Executive and Company each agree that the provisions set forth in
Exhibit C hereto are incorporated herein by reference and shall be deemed to be fully contained herein. 


 


12. Executive
Acknowledgement.


 


Executive acknowledges that
Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations
or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s
own judgment.


 


[Signature Page Follows]


 




    17


     


    

 


IN WITNESS WHEREOF, the Parties have executed this
Agreement on the date and year first above written. 


 


	 	COMPANY
	 	 
	 	Appgate, Inc.
	 	 
	 	By:	/s/ Barry Field
	 	 	Name: Barry Field
	 	 	Title: Chief Executive Officer
	 	 
	 	PRIOR COMPANY
	 	 
	 	Appgate Cybersecurity, Inc.
	 	 
	 	By:	 /s/ Barry Field
	 	 	Name: Barry Field
	 	 	Title: Chief Executive Officer
	 	 
	 	EXECUTIVE
	 	 
	 	By:	 /s/ Manuel D. Medina
	 	 	Manuel D. Medina




 


[Signature Page to Amended and Restated Employment
Agreement]


 




     


     


    

 


EXHIBIT A


 


[Attach responsibility split from Prior Agreement]




 


 


 


 


 


 


 


 


 


 


 






    A-1


     


    

 





 






    A-2


     


    

 


EXHIBIT B


 


Separation Agreement and Release


 


 This Separation Agreement
and Release (“Agreement”) is made by and between Manuel D. Medina (“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).


 


 WHEREAS, the Parties
and Appgate Cybersecurity, Inc. (f/k/a Cyxtera Cybersecurity, Inc.) have previously entered into that certain Amended and Restated Employment
Agreement, dated as of October 12, 2021 (the “Employment Agreement”); and


 


 WHEREAS, in connection
with Executive’s termination of employment with the Company or a subsidiary or affiliate of the Company effective ________, 20__,
the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive
may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out
of or in any way related to Executive’s employment with or separation from the Company or its subsidiaries or affiliates but, for
the avoidance of doubt, nothing herein will be deemed to release any rights or remedies in connection with Executive’s ownership
of vested equity securities of the Company or one of its affiliates or Executive’s right to indemnification by the Company or any
of its affiliates pursuant to contract or applicable law (collectively, the “Retained Claims”).


 


 NOW, THEREFORE, in consideration
of the severance payments and benefits described in Section 4(b) or Section 4(d), as applicable, of the Employment Agreement, which, pursuant
to the Employment Agreement, are conditioned on Executive’s execution and non-revocation of this Agreement, and in consideration
of the mutual promises made herein, the Company and Executive hereby agree as follows:


 


1. Severance
Payments; Salary and Benefits. The Company agrees to provide Executive with the severance payments and benefits described in Section
4(b) or Section 4(d), as applicable, of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions
of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement,
the Company shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the Employment Agreement, subject
to and in accordance with the terms thereof.


 


2. Release
of Claims. Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement
in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries and affiliates (including,
without limitation, BC Partners Limited and its affiliated entities), and any of their current and former officers, directors, equity
holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators,
insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”).
Executive, on his own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective heirs,
family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees
from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation,
or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may
possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the
Effective Date of this Agreement (as defined in Section 7 below), including, without limitation:


 


(a) any
and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct
or indirect subsidiaries or affiliates and the termination of that relationship;


 






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(b) any
and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of any shares of stock or other equity
interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary
duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;


 


(c) any
and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation;
breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory
estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional
interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal
injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;


 


(d) any
and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay
Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee
Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Sarbanes-Oxley
Act of 2002; the Florida Civil Rights Act; the Florida Whistleblower Protection Act; Florida Workers’ Compensation Law Retaliation
Act; Florida Wage Discrimination Law; Florida Minimum Wage Act; Florida Equal Pay Law; Florida AIDS Act; Florida Discrimination on the
Basis of Sickle Cell Trait Law; Florida OSHA; the Florida Constitution; the Florida Fair Housing Act (FHA); and the Miami-Dade County
Code, Chapter 11A;


 


(e) any
and all claims for violation of the federal or any state constitution;


 


(f)  any
and all claims arising out of any other laws and regulations relating to employment or employment discrimination;


 


(g) any
claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the
proceeds received by Executive as a result of this Agreement; and


 


(h) any
and all claims for attorneys’ fees and costs.


 


Executive agrees that the release set forth in
this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does
not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to file a charge
with or participate in a charge by the Equal Employment Opportunity Commission, the Florida Commission on Human Relations, or any other
local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment,
against the Company (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary
relief from the Company or any Releasee), claims for unemployment compensation or any state disability insurance benefits pursuant to
the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to
the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment,
pursuant to written terms of any employee benefit plan of the Company or its affiliates, Executive’s right to report possible violations
of federal law or regulation to any governmental agency or entity in accordance with the whistleblower protection provisions of state
or United States federal law or regulation (including the right to receive an award for information provided to any such government agencies)
and Executive’s right under applicable law and any Retained Claims. This release further does not release claims for breach of Section
3(c) and Section 4(b) and/or Section 4(d), as applicable, of the Employment Agreement.


 






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3. Acknowledgment
of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights Executive
may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing
and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under
the ADEA after the Effective Date of this Agreement. Executive understands and acknowledges that the consideration given for this waiver
and release is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges
that Executive has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Agreement;
(b) Executive has 21 calendar days within which to consider this Agreement; (c) Executive has 7 calendar days following Executive’s
execution of this Agreement to revoke this Agreement pursuant to written notice to the General Counsel of the Company; (d) this Agreement
shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive
from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Agreement
and returns it to the Company in less than the 21-calendar day period identified above, Executive hereby acknowledges that Executive has
freely and voluntarily chosen to waive the time period allotted for considering this Agreement. Should the Executive revoke this Agreement
within the 7 calendar day revocation period, then Executive shall forfeit all severance payments and benefits, and no severance payments
or benefits or other consideration will be due to Executive.


 


4. Severability.
In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared
by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force
and effect without said provision or portion of provision.


 


5. No
Oral Modification. This Agreement may only be amended in a writing signed by Executive and a duly authorized officer of the Company.


 


6. Governing
Law; Dispute Resolution. This Agreement shall be subject to the provisions of Sections 11(b), 11(d) and 11(j) of the Employment Agreement.


 


7. Effective
Date. If Executive has attained or is over the age of 40 as of the date of Executive’s termination of employment, then each
Party has seven calendar days after that Party signs this Agreement to revoke it and this Agreement will become effective on the eighth
day after Executive signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before
that date (the “Effective Date”). If Executive has not attained the age of 40 as of the date of Executive’s termination
of employment, then the “Effective Date” shall be the date on which Executive signs this Agreement.


 


 8. Voluntary Execution of Agreement.
Executive understands and agrees that Executive executed this Agreement voluntarily, without any duress or undue influence on the part
or behalf of the Company or any third party, with the full intent of releasing all of Executive’s claims against the Company and
any of the other Releasees. Executive acknowledges that: (a) Executive has read this Agreement; (b) Executive has not relied upon any
representations or statements made by the Company that are not specifically set forth in this Agreement; (c) Executive has been represented
in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice or has elected not to retain legal
counsel; (d) Executive understands the terms and consequences of this Agreement and of the releases it contains; and (e) Executive is
fully aware of the legal and binding effect of this Agreement. 


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the Parties have executed this
Agreement on the respective dates set forth below.


 


		 	 	 	EXECUTIVE
	 	 	 
	Dated:	 	 	 	 
	 	 	Manuel D. Medina
	 	 	 
	 	 	COMPANY
	 	 	 
	 	 	Appgate, Inc.
	 	 	 
	Dated:	 	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:



 



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EXHIBIT C


 


Excise Tax Rules and Procedures


 


1. Either
the Company or Executive may request that a determination be made under Section 11(o) of this Agreement. All determinations
required to be made under Section 11(o) of this Agreement and this Exhibit C shall be made by an accounting firm (the “Accounting
Firm”) selected in accordance with Paragraph 2 below. The Accounting Firm shall provide detailed supporting calculations both
to the Company and Executive within thirty (30) business days of the event that results in the potential for an excise tax liability for
Executive, which could include, but is not limited to, a change in control and the subsequent vesting of any cash payments or awards,
or Executive’s termination of employment, or such earlier time as is required by the Company. Any such determination by the Accounting
Firm shall be binding upon the Company and Executive.


 


2. The
Accounting Firm shall be a public accounting firm proposed by the Company and agreed upon by Executive. If Executive and the Company cannot
agree on the firm to serve as the Accounting Firm within ten (10) days after the date on which the Company proposed to Executive a public
accounting firm to serve as the Accounting Firm, then Executive and the Company shall each select one accounting firm and those two firms
shall jointly select the accounting firm to serve as the Accounting Firm within ten (10) days after being requested by the Company and
Executive to make such selection. The Company shall pay the Accounting Firm’s fee. 


 


3. If
the Accounting Firm determines that one or more reductions are required under Section 11(o) of this Agreement, the Accounting
Firm shall also determine which Payments shall be reduced to the minimum extent necessary so that no portion thereof shall be subject
to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to Executive. The Accounting Firm
shall make any reductions required under Section 11(o) of this Agreement in a manner intended to maximize the net after-tax
amount payable to Executive, and to such Payments as may be agreed to by Executive, and/or the later deferral of payment of such
Payments, to the extent consistent with Code Sections 409A and 457A, to the extent applicable, and upon such terms as agreed to by
Executive, and any such determinations shall make use, to the maximum extent available, of all applicable exemptions from the calculation
of “parachute payments”, including “reasonable compensation” valuations in respect of all applicable non-competition
covenants.


 


4. As
a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations
under this Exhibit C, it is possible that amounts will have been paid or distributed to Executive that should not have been
paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to
Executive (collectively, the “Underpayments”). If the Accounting Firm determines, based on either the assertion of
a deficiency by the Internal Revenue Service against the Company or Executive, which assertion the Accounting Firm believes has a high
probability of success, or controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay to
the Company, without interest, the amount of the Overpayment. If the Accounting Firm determines, based upon controlling precedent or substantial
authority or related interaction with the Internal Revenue Service, that an Underpayment has occurred, the Accounting Firm will notify
Executive and the Company of that determination and the amount of that Underpayment will be paid to Executive promptly by the Company.


 


5. The
parties will provide the Accounting Firm access to and copies of any books, records, and documents in their possession as reasonably requested
by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations
and calculations contemplated by this Exhibit C.


 


6. For
the avoidance of doubt, this Exhibit C is incorporated in the Amended and Restated Employment Agreement, dated as of October 12,
2021, by and among the Company, Former Company and Executive.


 


 


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