Exhibit 10.7


 


Supplemental Agreement


 


SUPPLEMENTAL AGREEMENT (this
“Supplemental Agreement”), dated as of October 12, 2021, among Newtown Lane Marketing, Incorporated (to be renamed
“Appgate, Inc.” following the consummation of the Specified Transaction on or about the date hereof) (“Parent”),
a Delaware corporation and direct or indirect parent of Cyxtera Cybersecurity, Inc. d/b/a Appgate (or its successor), a Delaware corporation
(the “Company”), the Company, and Magnetar Financial LLC, as representative of the Holders (the “Representative”).


 


W I T N E S S E T H


 


WHEREAS, the Company has heretofore
executed and delivered to the Representative a Note Issuance Agreement (as amended or supplemented, the “Agreement”;
capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement),
dated as of February 8, 2021, providing for the issuance of Convertible Senior Notes due 2024 (the “Notes”);


 


WHEREAS, Section 4.19
and Section 11.03 of the Agreement provide, among other things, that, in connection with a Public Company Event under clause (1)
or (3) of the definition thereof, upon the consummation of which the Company becomes a direct or indirect subsidiary of the Acquiring
Person, such Acquiring Person shall execute and deliver to the Representative a supplemental agreement pursuant to which such Acquiring
Person shall (i) unconditionally Guarantee the Company’s Obligations and assume all of the Company’s Conversion Obligations
and Change of Control Conversion Obligations under the Agreement Documents, and, upon such assumption, the Company shall be released from
its Conversion Obligations and Change of Control Conversion Obligations under the Agreement Documents and (ii) agree to perform the obligations
of the “Company Group” under Section 3.2(c) and Section 3.8 of the Note Purchase Agreement and the obligations
of the Company under the Registration Rights Agreement;


 


WHEREAS, Sections 10.01(b)
and (c) of the Agreement provide, among other things, that the Company may amend or supplement the Agreement Documents without
the consent of any Holder to (i) add a Note Guarantee with respect to the Notes and (ii) provide for the assumption by a Successor Company
of any of the obligations of the Company under the Agreement and the Notes pursuant to Article 11 of the Agreement.


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Parent, the
Company and the Representative mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


 


1. CAPITALIZED
TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement.


 


2. AGREEMENT TO
GUARANTEE AND ASSUMPTION. Parent hereby agrees to (a) guarantee the Company’s Obligations under the Agreement Documents, (b) assume
all of the Company’s Conversion Obligations and Change of Control Conversion Obligations under the Agreement Documents, on the
terms and subject to the conditions set forth in Article 11 and Article 16 of the Agreement and to be bound by all
other applicable provisions of the Agreement and (c) agree to perform the obligations of the “Company Group” under Section
3.2(c) and Section 3.8 of the Note Purchase Agreement and the obligations of the Company under the Registration Rights Agreement.


 






     


    


    

 


3.
EFFECTIVENESS. This Supplemental Agreement shall be effective upon execution by the parties hereto. Upon effectiveness of this
Supplemental Agreement, Parent will be a Guarantor under the Agreement and the Company will be released from its Conversion Obligations
and Change of Control Conversion Obligations under the Agreement Documents.


 


4.
RECITALS. The recitals contained herein shall be taken as the statements of the Company, Parent and the Representative assumes
no responsibility for their correctness. The Representative makes no representations as to the validity of this Supplemental Agreement.


 


5.
NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL AGREEMENT, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL
AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


6.
COUNTERPARTS. The parties hereto may sign any number of copies of this Supplemental Agreement (including by electronic transmission).
Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental
Agreement and of signature pages by facsimile or portable document format transmission shall constitute effective execution and delivery
of this Supplemental Agreement as to the parties hereto and may be used in lieu of the original Supplemental Agreement for all purposes.
Signatures of the parties hereto transmitted by facsimile or portable document format shall be deemed to be their original signatures
for all purposes.


 


7.
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


8.
ACCEPTANCE BY THE REPRESENTATIVE: The Representative assumes no responsibility for the correctness of the recitals contained herein,
which shall be taken as the statements of the Company and Parent. The Representative shall not be responsible or accountable in any way
whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Agreement and make no representation with
respect thereto.


 


9.
SEVERABILITY. In case any provision in this Supplemental Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective
only to the extent of such invalidity, illegality or unenforceability.


 


10.
RATIFICATION OF AGREEMENT; SUPPLEMENTAL AGREEMENTS PART OF AGREEMENT. Except as expressly amended hereby, the Agreement is in all
respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This
Supplemental Agreement shall form a part of the Agreement for all purposes, and every Holder of Notes heretofore or hereafter
delivered shall be bound hereby.


 


(signature pages follow)


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Supplemental Agreement to be duly executed as of the day and year first above written.


 


	 	CYXTERA CYBERSECURITY, INC.
	 	D/B/A APPGATE
	 	 	 
		By:	/s/ Barry Field
	 	 	Name: Barry Field
	 	 	Title: CEO
	 	 	 
	 	NEWTOWN LANE MARKETING, INCORPORATED
	 	 	 
		By:	/s/ Jonathan J. Ledecky
	 	 	Name: Jonathan J. Ledecky
	 	 	Title: President
	 	 	 
	 	MAGNETAR FINANCIAL LLC, as Representative
	 	 	 
		By:	/s/ Karl Wachter
	 	 	Name: Karl Wachter
	 	 	Title: General Counsel



 


 


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