EX-10.2



 Exhibit 10.2 

INTELLECTUAL PROPERTY CONTRIBUTION AGREEMENT 

This INTELLECTUAL PROPERTY CONTRIBUTION AGREEMENT (this “Agreement”), dated on or about July 20, 2015, and effective as
of the Effective Date, is by and among Dell Inc., a Delaware corporation (“Parent”); Dell International LLC, a Delaware limited liability company (“Dell International”); Dell Marketing Corp., a Delaware corporation
(“DM Corp”); Dell Marketing LP LLC, a Delaware limited liability company (“DMLP LLC”); Dell Marketing LP, a Texas limited partnership (“DMLP”); Dell Products Corp., a Delaware corporation
(“DP Corp”); Dell Products LP LLC, a Delaware limited liability company (“DPLP LLC”); Dell Products LP, a Texas limited partnership (“DPLP”); and SecureWorks Holding Corporation, a Georgia
corporation (“Spyglass” and together with Parent, Dell International, DM Corp, DMLP LLC, DMLP, DP Corp, DPLP LLC, and DPLP, the “Parties,” and each individually, a “Party”). Capitalized terms used
in this Agreement are defined in Article I of this Agreement. 
 RECITALS 

WHEREAS, (a) Parent owns the Copyrights and uses the Copyrights in the Spyglass Business; (b) Parent owns the Marks and uses the
Marks in the Spyglass Business; (c) DPLP owns the Patents and uses the Patents in the Spyglass Business; (d) Parent may have ownership rights in the Domain Names used in the Spyglass Business; (e) Parent may have ownership rights in
the Trade Secrets used in the Spyglass Business; and (f) Parent may have ownership rights in the Proprietary Databases used in the Spyglass Business; 

WHEREAS, the Parties intend that Spyglass will issue and sell in a registered public offering up to twenty percent (20%) of the
post-offering outstanding common stock of Spyglass, and thereby become a public company (“IPO”); and 
 WHEREAS, in
anticipation of and preparation for the IPO, (a) the Dell Copyright Contributors desire for Spyglass to own all rights, title, and interest in and to the Copyrights and shall complete the transactions contemplated by this Agreement;
(b) the Dell Mark Contributors desire for Spyglass to own all rights, title, and interest in and to the Marks and shall complete the transactions contemplated by this Agreement; (c) the Dell Patent Contributors desire for Spyglass to own
all rights, title, and interest in and to the Patents and shall complete the transactions contemplated by this Agreement; (d) the Dell Domain Name Contributors desire for Spyglass to own all rights, title, and interest in and to the Domain
Names and shall complete the transactions contemplated by this Agreement; (e) the Dell Trade Secret Contributors desire for Spyglass to own all rights, title, and interest in and to the Trade Secrets and shall complete the transactions
contemplated by this Agreement; and (f) the Dell Proprietary Database Contributors desire for Spyglass to own all rights, title, and interest in and to the Proprietary Databases and shall complete the transactions contemplated by this Agreement
(collectively, (a)-(f), the “Restructuring”). 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Parties hereby agree as follows: 







 ARTICLE I 

Defined Terms 

Section 1.01 Certain Defined Terms. For purposes of this Agreement, the following capitalized terms shall have the following
meanings: 
 “Code” has the meaning set forth in Section 2.07(a). 

“Contributed Intellectual Property” means, collectively, the Copyrights, Marks, Patents, Domain Names, Trade Secrets and
Proprietary Databases. 
 “Contributor” means each of the Dell Copyright Contributors, the Dell Mark Contributors, the Dell
Patent Contributors, the Dell Domain Name Contributors, the Dell Trade Secret Contributors, and the Dell Proprietary Database Contributors. 

“Copyrights” means the computer software and firmware programs and applications set forth on Exhibit C, including all
data files, source code, object code, software-related specifications and documentation applications and registrations thereof and moral rights therein. 

“Dell Branding” has the meaning set forth in Section 2.12. 

“Dell Copyright Contributors” means Parent, Dell International, DM Corp, DMLP LLC, and DMLP.  

“Dell Domain Name Contributors” means Parent, Dell International, DM Corp, DMLP LLC, and DMLP. 

“Dell Mark Contributors” means Parent, Dell International, DM Corp, DMLP LLC, and DMLP. 

“Dell Patent Contributors” means DPLP, DPLP LLC, DP Corp, Dell International, DM Corp, DMLP LLC, and DMLP.  

“Dell Proprietary Database Contributors” means Parent, Dell International, DM Corp, DMLP LLC, and DMLP. 

“Dell Trade Secret Contributors” means Parent, Dell International, DM Corp, DMLP LLC, and DMLP. 

“Dispute” has the meaning set forth in Section 3.01. 

“Dispute Resolution Commencement Date” has the meaning set forth in Section 3.01. 

“Domain Names” means the domain names set forth on Exhibit D and all registrations of the same. 

“Effective Date” means August 1, 2015, at 12:01 AM Central Daylight Time. 

“ICC Rules” has the meaning set forth in Section 3.02. 

  
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 “IP Assignment Agreements” has the meaning set forth in
Section 2.10. 
 “IPO” has the meaning set forth in the Recitals. 

“Marks” means the trademarks, trade names, service marks, logos and trade dress set forth on Exhibit B together with
all goodwill in any of the foregoing and all applications and registrations of the same. 
 “Patents” means patents and
provisional and non-provisional patent applications set forth on Exhibit A that are owned by Dell Patent Contributors and all continuations, continuations-in-part, extensions, reissues, divisions, or invention disclosures relating thereto.

 “Proprietary Databases” means all proprietary databases and data compilations (including the database known as the
“Counter Threat Platform Very Large Database”) and all documentation relating to the foregoing owned by Parent and used exclusively in the Spyglass Business. 

“Restructuring” has the meaning set forth in the Recitals. 

“Spyglass Business” means the business of (a) providing (i) information and network managed security services,
(ii) information and network security and risk consulting, (iii) security incident response services, and (iv) security-related regulatory compliance solutions; and (b) researching and developing responses to cyber security
threats, in each case as conducted as of the Effective Date by Spyglass or any Spyglass Subsidiary. 
 “Spyglass
Subsidiary” means any Subsidiary of SecureWorks Holding Corporation. 
 “Subsidiary” means, with respect to any
Party (the “parent”), (a) any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements
if such financial statements were prepared in accordance with GAAP, as well as (b) any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more
than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, owned,
controlled, or held by the parent or one or more subsidiaries of the parent. 
 “Third Party” means a person or entity
other than a Party. 
 “Trade Secrets” means all trade secrets and other confidential or proprietary information, know-how,
research and development information and technical data owned by Parent and used exclusively in the Spyglass Business. 
 ARTICLE II

 Contribution and Assumption 

Section 2.01 Contribution and Assumption of Copyrights. Subject to the terms and conditions contained in this Agreement: 

(a) Parent hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to Dell International, and Dell International
hereby accepts and assumes, all of Parent’s rights, title, and interest in and to the Copyrights; 

  
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 (b) Dell International hereby unconditionally and irrevocably contributes, assigns, transfers,
and conveys to DM Corp, and DM Corp hereby accepts and assumes, all of Dell International’s rights, title, and interest in and to the Copyrights; 

(c) DM Corp hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to DMLP LLC, and DMLP LLC hereby accepts and
assumes, all of DM Corp’s rights, title, and interest in and to the Copyrights; 
 (d) DMLP LLC hereby unconditionally and irrevocably
contributes, assigns, transfers, and conveys to DMLP, and DMLP hereby accepts and assumes, all of DMLP LLC’s rights, title, and interest in and to the Copyrights; and 

(e) DMLP hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to Spyglass and Spyglass hereby accepts and
assumes, all of DMLP’s rights, title, and interest in and to the Copyrights. 
 Section 2.02 Contribution and Assumption of
Marks. Subject to the terms and conditions contained in this Agreement: 
 (a) Parent hereby unconditionally and irrevocably
distributes, assigns, transfers, and conveys to Dell International, and Dell International hereby accepts and assumes, all of Parent’s rights, title, and interest in and to the Marks; 

(b) Dell International hereby unconditionally and irrevocably distributes, assigns, transfers, and conveys to DM Corp, and DM Corp hereby
accepts and assumes, all of Dell International’s rights, title, and interest in and to the Marks; 
 (c) DM Corp hereby unconditionally
and irrevocably distributes, assigns, transfers, and conveys to DMLP LLC, and DMLP LLC hereby accepts and assumes, all of DM Corp’s rights, title, and interest in and to the Marks; 

(d) DMLP LLC hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to DMLP, and DMLP hereby accepts and assumes,
all of DMLP LLC’s rights, title, and interest in and to the Marks; and 
 (e) DMLP hereby unconditionally and irrevocably contributes,
assigns, transfers, and conveys to Spyglass, and Spyglass hereby accepts and assumes, all of DMLP’s rights, title, and interest in and to the Marks. 

Section 2.03 Contribution and Assumption of Patents. Subject to the terms and conditions contained in this Agreement: 

(a) DPLP hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to DPLP LLC, and DPLP LLC hereby accepts and
assumes, all of DPLP’s rights, title, and interest in and to the Patents; 
 (b) DPLP LLC hereby unconditionally and irrevocably
contributes, assigns, transfers, and conveys to DP Corp, and DP Corp hereby accepts and assumes, all of DPLP LLC’s rights, title, and interest in and to the Patents; 

  
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 (c) DP Corp hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys
to Dell International, and Dell International hereby accepts and assumes, all of DP Corp’s rights, title, and interest in and to the Patents; 

(d) Dell International hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to DM Corp, and DM Corp hereby
accepts and assumes, all of Dell International’s rights, title, and interest in and to the Patents; 
 (e) DM Corp hereby
unconditionally and irrevocably contributes, assigns, transfers, and conveys to DMLP LLC, and DMLP LLC hereby accepts and assumes, all of DM Corp’s rights, title, and interest in and to the Patents; 

(f) DMLP LLC hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to DMLP, and DMLP hereby accepts and assumes,
all of DMLP LLC’s rights, title, and interest in and to the Patents; and 
 (g) DMLP hereby unconditionally and irrevocably
contributes, assigns, transfers, and conveys to Spyglass, and Spyglass hereby accepts and assumes, all of DMLP’s rights, title, and interest in and to the Patents. 

Section 2.04 Contribution and Assumption of Domain Names. Subject to the terms and conditions contained in this Agreement: 

(a) Parent hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to Dell International, and Dell International
hereby accepts and assumes, all of Parent’s rights, title, and interest in and to the Domain Names; 
 (b) Dell International hereby
unconditionally and irrevocably contributes, assigns, transfers, and conveys to DM Corp, and DM Corp hereby accepts and assumes, all of Dell International’s rights, title, and interest in and to the Domain Names; 

(c) DM Corp hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to DMLP LLC, and DMLP LLC hereby accepts and
assumes, all of DM Corp’s rights, title, and interest in and to the Domain Names; 
 (d) DMLP LLC hereby unconditionally and
irrevocably contributes, assigns, transfers, and conveys to DMLP, and DMLP hereby accepts and assumes, all of DMLP LLC’s rights, title, and interest in and to the Domain Names; and 

(e) DMLP hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to Spyglass, and Spyglass hereby accepts and
assumes, all of DMLP’s rights, title, and interest in and to the Domain Names. 
 Section 2.05 Contribution and Assumption of
Trade Secrets. Subject to the terms and conditions contained in this Agreement: 
 (a) Parent hereby unconditionally and irrevocably
contributes, assigns, transfers, and conveys to Dell International, and Dell International hereby accepts and assumes, all of Parent’s rights, title, and interest in and to the Trade Secrets; 

  
 5 








 (b) Dell International hereby unconditionally and irrevocably contributes, assigns, transfers,
and conveys to DM Corp, and DM Corp hereby accepts and assumes, all of Dell International’s rights, title, and interest in and to the Trade Secrets; 

(c) DM Corp hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to DMLP LLC, and DMLP LLC hereby accepts and
assumes, all of DM Corp’s rights, title, and interest in and to the Trade Secrets; 
 (d) DMLP LLC hereby unconditionally and
irrevocably contributes, assigns, transfers, and conveys to DMLP, and DMLP hereby accepts and assumes, all of DMLP LLC’s rights, title, and interest in and to the Trade Secrets; and 

(e) DMLP hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to Spyglass, and Spyglass hereby accepts and
assumes, all of DMLP’s rights, title, and interest in and to the Trade Secrets. 
 Section 2.06 Contribution and Assumption of
Proprietary Databases. Subject to the terms and conditions contained in this Agreement: 
 (a) Parent hereby unconditionally and
irrevocably contributes, assigns, transfers, and conveys to Dell International, and Dell International hereby accepts and assumes, all of Parent’s rights, title, and interest in and to the Proprietary Databases; 

(b) Dell International hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to DM Corp, and DM Corp hereby
accepts and assumes, all of Dell International’s rights, title, and interest in and to the Proprietary Databases; 
 (c) DM Corp hereby
unconditionally and irrevocably contributes, assigns, transfers, and conveys to DMLP LLC, and DMLP LLC hereby accepts and assumes, all of DM Corp’s rights, title, and interest in and to the Proprietary Databases; 

(d) DMLP LLC hereby unconditionally and irrevocably contributes, assigns, transfers, and conveys to DMLP, and DMLP hereby accepts and assumes,
all of DMLP LLC’s rights, title, and interest in and to the Proprietary Databases; and 
 (e) DMLP hereby unconditionally and
irrevocably contributes, assigns, transfers, and conveys to Spyglass, and Spyglass hereby accepts and assumes, all of DMLP’s rights, title, and interest in and to the Proprietary Databases. 

Section 2.07 Intended Tax Treatment. 

(a) With respect to Copyrights, the Parties intend the transactions described in subsections (b) and (e) of Section 2.01
to each be treated as a contribution for U.S. federal income tax purposes, governed by Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Parties intend that the transactions described in
subsections (a), (c) and (d) of Section 2.01 be treated as a transfer to a disregarded entity for U.S. federal income tax purposes. 

(b) With respect to Marks, the Parties intend the transactions described in subsections (b) and (e) of Section 2.02 to
each be treated as a contribution for U.S. federal income tax purposes, governed by Section 351 of the Code, and the Parties intend that the transactions described in subsections (a), (c) and (d) of Section 2.02 be treated
as a transfer to a disregarded entity for U.S. federal income tax purposes. 

  
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 (c) With respect to Patents, the Parties intend the transactions described in subsection
(c) of Section 2.03 to be treated for U.S. federal income tax purposes as a distribution of the Patents by DP Corp to Dell International governed by Section 301(a) of the Code, the transactions described in subsections
(d) and (g) of Section 2.03 to each be treated as a contribution for U.S. federal income tax purposes, governed by Section 351 of the Code, and the transactions described in subsections (a), (b), (e), and (f) of
Section 2.03 to be treated as transfers from or to a disregarded entity for U.S. federal income tax purposes. 
 (d) With
respect to Domain Names, the Parties intend the transactions described in subsections (b) and (e) of Section 2.04 to each be treated as a contribution for U.S. federal income tax purposes, governed by Section 351 of the
Code, and the Parties intend that the transactions described in subsections (a), (c) and (d) of Section 2.04 be treated as a transfer to a disregarded entity for U.S. federal income tax purposes. 

(e) With respect to Trade Secrets, the Parties intend the transactions described in subsections (b) and (e) of
Section 2.05 to each be treated as a contribution for U.S. federal income tax purposes, governed by Section 351 of the Code, and the Parties intend that the transactions described in subsections (a), (c) and (d) of
Section 2.05 be treated as a transfer to a disregarded entity for U.S. federal income tax purposes. 
 (f) With respect to
Proprietary Databases, the Parties intend the transactions described in subsections (b) and (e) of Section 2.06 to each be treated as a contribution for U.S. federal income tax purposes, governed by Section 351 of the
Code, and the Parties intend that the transactions described in subsections (a), (c) and (d) of Section 2.06 be treated as a transfer to a disregarded entity for U.S. federal income tax purposes. 

Section 2.08 Disclaimers. THE CONTRIBUTED INTELLECTUAL PROPERTY IS BEING CONTRIBUTED, ASSIGNED, TRANSFERRED, CONVEYED, ACCEPTED,
AND ASSUMED IN ITS CURRENT CONDITION, “AS IS, WHERE IS AND WITH ALL FAULTS,” WITHOUT REPRESENTATION OR WARRANTY OR INDEMNIFICATION OF ANY KIND, EXPRESS OR IMPLIED, EACH AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY THE CONTRIBUTORS,
INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO QUALITY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. SPYGLASS SPECIFICALLY DISCLAIMS (a) THAT IT IS RELYING UPON OR HAS RELIED UPON ANY
REPRESENTATIONS OR WARRANTIES THAT MAY HAVE BEEN MADE BY ANY CONTRIBUTOR AND (b) ANY OBLIGATION OR DUTY BY THE CONTRIBUTORS TO MAKE ANY DISCLOSURES OF FACT REGARDING THE RESTRUCTURING. SPYGLASS SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE
CONTRIBUTORS HAVE SPECIFICALLY DISCLAIMED AND DO HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY MADE BY ANY PERSON, INCLUDING THE CONTRIBUTORS, REGARDING THE CONTRIBUTED INTELLECTUAL PROPERTY. 

Section 2.09 Further Assurances. From time to time after the Effective Date at the written request of a Party, each Contributor,
on the one hand, and Spyglass, on the other hand, shall use its reasonable best efforts to (a) take all actions necessary or appropriate to consummate the Restructuring; (b) cause the fulfillment at the earliest practicable date of all of
the conditions to their respective obligations to consummate the Restructuring; and (c) execute and cause to be delivered to each other Party hereto such instruments and other documents (including documents reasonably requested by Spyglass
(i) to consummate, confirm, or evidence the transfer to Spyglass of the Contributed Intellectual Property or (ii) to assist Spyglass in preserving or perfecting its rights in the Contributed Intellectual Property), and shall take such
other actions, as such other Party may reasonably request for the purposes of carrying out or evidencing any of the Restructuring. 

  
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 Section 2.10 Intellectual Property Filings. Solely for purposes of recording the
assignment of Contributed Intellectual Property effected by this Agreement with the United States Patent and Trademark Office, the United States Copyright Office, and corresponding entities or agencies in any applicable jurisdiction, the applicable
Parties shall execute and deliver to Parent intellectual property assignment agreements regarding applicable Contributed Intellectual Property, in each case, in the forms attached hereto as Exhibit E (the “IP Assignment
Agreements”), and Parent shall thereafter promptly file, or shall cause to be promptly filed, with the appropriate governmental entity such IP Assignment Agreements. 

Section 2.11 Further Transfers. The Parties intend that pursuant to this Agreement Spyglass shall receive ownership of all
Copyrights, Marks, Patents, and Domain Names which are owned by a Contributor but exclusively used by Spyglass. After the Effective Date, and prior to the IPO, the Parties agree to update the Exhibits hereto to add any applications filed or
registrations granted for Contributed Intellectual Property after the Effective Date and prior to the IPO. Furthermore, should a Party identify after the Effective Date any Copyright, Mark, Patent, or Domain Name owned by Dell and exclusively used
by Spyglass that was omitted from an applicable Exhibit hereto, upon discovery of the omission, the discovering Party shall notify the other Party of the specific Copyright, Mark, Patent, or Domain Name at issue and request that the applicable
Exhibit be corrected. The Parties shall cooperate with each other to correct the applicable Exhibit and take such further actions as are required under Section 2.09. Notwithstanding the foregoing, if a Party reasonably believes that no
omission occurred and no correction is needed, then either Party may refer the matter to be resolved pursuant to Article III. 

Section 2.12 Use of Dell Branding. Notwithstanding Section 2.11, the parties acknowledge and agree that nothing herein
contributes, assigns, transfers, or conveys to Spyglass any of Contributors’ rights, title, and interest in and to any trademarks, trade names, service marks, logos, or domain names that include (a) DELL or (b) any other trademark,
trade name, service mark, or logo of any Contributor that was not used exclusively in the Spyglass Business ((a) and (b), collectively, “Dell Branding”). For the avoidance of doubt, Parent acknowledges and agrees that the Marks and
Domain Names on the exhibits attached to this Agreement do not include any such Dell Branding. Except as otherwise agreed to by the Parties in writing, upon the effective date of the IPO, Spyglass shall cease all use of any and all Dell Branding.
For the avoidance of doubt, the foregoing does not prohibit Spyglass’s use of Dell’s name in a text-only format to describe the historical relationship between Dell and Spyglass. 

Section 2.13 Claims and Liabilities. For the avoidance of doubt, in connection with the assignments in Section 2.01
- Section 2.07, Spyglass assumes all rights and obligations with respect to past, present, and future claims and liabilities arising out of the Contributed Intellectual Property, including, without limitation, the right to prosecute or
take other action regarding any acts of infringement, misappropriation or other violation by a Third Party of the Contributed Intellectual Property. 

ARTICLE III 
 Dispute
Resolution 
 Section 3.01 Negotiation. If a dispute, controversy, or claim (“Dispute”) arises between the
Parties relating to the interpretation or performance of this Agreement, within fifteen (15) days from a request from a Party in writing, appropriate senior executives of each Party, who shall have the authority to resolve the matter, shall
meet to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies. The date of the initial meeting between appropriate senior executives 

  
 8 








 
shall be referred to herein as the “Dispute Resolution Commencement Date.” Discussions and correspondence relating to trying to resolve such Dispute by meetings between
appropriate senior executives shall be treated as confidential information developed for the purpose of settlement and shall be exempt from discovery or production, if any, in connection with any arbitration conducted pursuant to
Section 3.02 and shall not be admissible as evidence in such an arbitration. If the senior executives do not resolve the Dispute within thirty (30) days from the Dispute Resolution Commencement Date, either Party may begin
arbitration pursuant to Section 3.02. 
 Section 3.02 Arbitration. If any Dispute is not resolved pursuant to
Section 3.01, either Party may initiate an arbitration conducted in New York City and in the English language pursuant to the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) and by three
(3) arbitrators appointed in accordance with the ICC Rules, pursuant to which the Dispute will be finally settled. The Emergency Arbitrator Provisions of the ICC Rules will apply to any Dispute, and the Parties agree that the Emergency
Arbitrator Provisions of the ICC Rules will be the exclusive means of seeking any urgent interim or conservatory measures in connection with a Dispute and that the International Chamber of Commerce will be the exclusive forum for seeking any urgent
interim or conservatory measures in connection with a Dispute, except that a Party may seek to confirm or enforce an order issued pursuant to the Emergency Arbitrator Provisions of the ICC Rules in any court of competent jurisdiction. Judgment upon
the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 
 ARTICLE IV 

Miscellaneous 

Section 4.01 Relationship between the Parties. The relationship between the Parties established under this Agreement is that of
assignor and/or assignee, and none of the Parties is by virtue of this Agreement an employee, agent, partner, or joint venturer of or with any other. 

Section 4.02 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas,
without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the applicable laws of any jurisdiction other than the State of Texas. 

Section 4.03 Notice. Whenever, by the terms of this Agreement, notice, demand or other communication shall or may be given to
either Party, the same shall be in writing and shall be addressed to the other Party at the addresses set forth below, or to such other address or addresses as shall from time to time be designated by written notice by any Party to another in
accordance with this Section 4.03. All notices shall be delivered as follows (with notice deemed given as indicated): (a) by personal delivery when delivered personally; (b) by Federal Express or other established overnight
courier upon written verification of receipt; (c) by facsimile transmission when receipt is confirmed; (d) by certified or registered mail, return receipt requested, upon verification of receipt; or (e) by electronic delivery (for
routine communications) when receipt is confirmed. 
 If to the Contributors: 

Dell Inc. 
 One Dell Way 

Round Rock, Texas 78682 
 Attn:
General Counsel 
 Email: Dell_Corporate_Legal_Notices@Dell.com 

  
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 If to Spyglass: 

SecureWorks Holding Corporation 

One Concourse Parkway, Suite 500 

Atlanta, Georgia 30328 
 Attn:
Legal 
 Section 4.04 Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties
and their respective successors and assigns. Neither Party may assign this Agreement or any rights or obligations hereunder, except for any assignment by Spyglass to a Spyglass Subsidiary or by a Contributor to a Subsidiary of a Contributor (which
shall not relieve such Party of liability in the event of a default by such Subsidiary), without the prior written consent of the other Party, and any such assignment without such consent shall be void. 

Section 4.05 No Third-Party Beneficiaries or Right to Rely. Except as set forth in this Agreement, (a) nothing in this
Agreement is intended to or shall create for or grant to any Third Party any rights or remedies whatsoever, as a third-party beneficiary or otherwise; (b) no Third Party is entitled to rely on any of the representations, warranties, covenants
or agreements contained herein; and (c) no Party shall incur any liability or obligation to any Third Party because of any reliance by such Third Party on any representation, warranty, covenant or agreement herein. 

Section 4.06 Severability. If any term or other provision of this Agreement is determined by a court, administrative agency or
arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that
the transactions contemplated hereby are fulfilled to the fullest extent possible. 
 Section 4.07 Failure or Indulgence Not Waiver;
Remedies Cumulative. Any provision of this Agreement or any breach thereof may only be waived if done specifically and in writing by the Party which is entitled to the benefits thereof. No failure or delay on the part of any Party in the
exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other
or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. 

Section 4.08 Entire Agreement; Amendment. This Agreement constitutes the sole and entire understanding of the Parties with respect
to the matters contemplated hereby and supersedes and renders null and void all prior negotiations, representations, agreements and understandings (oral and written) between the Parties with respect to such matters. No change or amendment may be
made to this Agreement except by an instrument in writing signed on behalf of each of the Parties. 
 Section 4.09 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. 

Section 4.10 Certain Rules of Construction. 

(a) The terms “hereof,” “herein” and “herewith,” and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement; and Recital, Article, Section, Schedule and Exhibit references are to the Recitals, Articles,
Sections, Schedules and Exhibits of or to this Agreement, unless otherwise specified. 

  
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 (b) The word “including” and words of similar import when used in this Agreement shall
mean “including without limitation” unless the context otherwise requires or unless otherwise specified. 
 (c) The word
“or” shall not be exclusive. 
 (d) Words expressed in the singular number shall include the plural and vice versa; words
expressed in the masculine shall include the feminine and neuter gender and vice versa. 
 (e) References to “day” or
“days” are to calendar days. References to “the date hereof” shall mean as of the date of this Agreement. 
 (f) The
headings contained in this Agreement are for reference purposes only and are not part of this Agreement. 
 (g) No rule of construction
against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement. 
 (h) A reference to a
statute, listing rule, regulation, order or other applicable law includes a reference to the corresponding regulations and instruments and includes a reference to each of them as amended, consolidated, recreated, replaced or rewritten. 

(i) If a word or phrase is defined, its other grammatical forms have a corresponding meaning. 

(j) A reference to a Party to this Agreement or another agreement or document includes the Party’s successors, permitted substitutes and
permitted assigns. 

  
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 IN WITNESS WHEREOF, the undersigned has executed this Intellectual Property Contribution
Agreement, as of the date first written above. 
  

			
	Dell Inc.
	
	Dell International L.L.C.
	
	Dell Marketing Corporation
	
	Dell Marketing LP L.L.C.
	
	Dell Marketing L.P.
	
	Dell Products Corporation
	
	Dell Products LP L.L.C.
	
	Dell Products L.P.



							
				
		 		 	By:	 	/s/ Janet B. Wright
		 		 		 	 Janet B. Wright
 Vice President &
Asst. Secretary

			
		 		 	SecureWorks Holding Corporation
				
		 		 	By:	 	/s/ Michael R. Cote
		 		 		 	 Michael R. Cote
 President & Chief
Executive Officer









 EXHIBIT A 

Patents 
  

			
	 Dell Reference
	  	 Country Code

	04180 CA	  	CA
	04180A US	  	US
	04180B US	  	US
	04181 US	  	US
	04181.01	  	US
	04181A US	  	US
	04183A US	  	US
	04186 CN	  	CN
	04186 DE	  	DE
	04186 GB	  	GB
	04186 IN	  	IN
	04186 SG	  	SG
	04186.01	  	US
	04186A US	  	US
	04188 US	  	US
	04188.01	  	US
	101496.01	  	US
	101497.01	  	US
	101741.01	  	US
	102287.01	  	US
	103060.01	  	US


  
 A-1 









			
	103094.01		US
	19204 US		US
	19402 US		US
	19402.01		US
	19718.01		US
	19718.02		US
	105354.01		US
	105419.01		US
	105420.01		US
	105421.01		US
	105422.01		US
	105622.01		US
	105623.01		US
	105624.01		US
	105625.01		US


  
 A-2 








 EXHIBIT B 

Marks 
 See attached


  
 B-1 








 Trademark Records By Country 

 

															
	 Owner
	  	 Trademark
	 	 Country
	 	 Application No.
	 	 Registration No
	 	 Registration Date
	 	 Classes
	  	 Status

								
	Australia	  		 		 		 		 		 		  	
								
	Dell Inc.	  	CTU	 	Australia	 	1648830	 	1648830	 	24 Sep 2014	 	42,45	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Australia	 	1216472	 	1216472	 	20 Dec 2007	 	9,41,42,45	  	Registered
								
	Brazil	  		 		 		 		 		 		  	
								
	Dell Inc.	  	ISENSOR	 	Brazil	 	840346867	 		 		 	9	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	Brazil	 	840346778	 		 		 	9	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	Brazil	 	840346816	 		 		 	42	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	Brazil	 	840346840	 		 		 	45	  	Pending
								
	Canada	  		 		 		 		 		 		  	
								
	Dell Inc.	  	GUARDENT	 	Canada	 	1094416	 	TMA577146	 	10 Mar 2003	 		  	Registered
								
	Dell Inc.	  	INSPECTOR	 	Canada	 	1378801	 	TMA774273	 	12 Aug 2010	 		  	Registered
								
	Dell Inc.	  	ISENSOR	 	Canada	 	1320563	 	TMA716982	 	19 Jun 2008	 		  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Canada	 	1378739	 	TMA748496	 	23 Sep 2009	 		  	Registered
								
	Dell Inc.	  	 SecureWorks & Design
 




	 	Canada	 	1376363	 	TMA748498	 	23 Sep 2009	 		  	Registered
								
	Dell Inc.	  	 SECUREWORKS & DESIGN
 




	 	Canada	 	1377399	 	TMA751060	 	23 Oct 2009	 		  	Registered
								
	Dell Inc.	  	SHERLOCK	 	Canada	 	1378799	 	TMA781025	 	28 Oct 2010	 		  	Registered
								
	China	  		 		 		 		 		 		  	
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	China	 	15503837	 		 		 	45	  	Pending
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	China	 	15503838	 		 		 	42	  	Pending
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	China	 	15503839	 		 		 	38	  	Pending
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	China	 	15503840	 		 		 	35	  	Pending
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	China	 	15503841	 		 		 	9	  	Pending
								
	Dell Inc.	  	CTU	 	China	 	15503842	 		 		 	45	  	Pending


  
 B-2 









															
								
	Dell Inc.	  	ISENSOR	 	China	 	11886825	 	11886825	 	28 May 2014	 	45	  	Registered
								
	Dell Inc.	  	ISENSOR	 	China	 	11886826	 		 		 	42	  	Pending
								
	Dell Inc.	  	ISENSOR	 	China	 	11886827	 	11886827	 	28 May 2014	 	38	  	Registered
								
	Dell Inc.	  	ISENSOR	 	China	 	11886828	 	11886828	 	28 May 2014	 	35	  	Registered
								
	Dell Inc.	  	ISENSOR	 	China	 	15930999	 		 		 	9	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	China	 	6725626	 	6725626	 	14 Sep 2010	 	41	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	China	 	6725627	 	6725627	 	14 Sep 2010	 	42	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	China	 	6725628	 	6725628	 	14 Sep 2010	 	42	  	Registered
								
	Dell Inc.	  	SECUREWORKS CTU	 	China	 	15503843	 		 		 	42	  	Pending
								
	Dell Inc.	  	SECUREWORKS CTU	 	China	 	15503844	 		 		 	38	  	Pending
								
	Dell Inc.	  	SECUREWORKS CTU	 	China	 	15503845	 		 		 	35	  	Pending
								
	Colombia	  		 		 		 		 		 		  	
								
	Dell Inc.	  	SECUREWORKS	 	Colombia	 	14218820	 		 	9 Apr 2015	 	9	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Colombia	 	14218823	 		 	9 Apr 2015	 	41	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Colombia	 	14218826	 		 	9 Apr 2015	 	42	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Colombia	 	14218836	 		 	9 Apr 2015	 	45	  	Registered
								
	CTM	  		 		 		 		 		 		  	
								
	Dell Inc.	  	CTU	 	CTM	 	011577269	 	011577269	 	12 Jul 2013	 	42,45	  	Registered
								
	Dell Inc.	  	GUARDENT	 	CTM	 	002109023	 	002109023	 	22 May 2002	 	9,38,42	  	Registered
								
	Dell Inc.	  	INSPECTOR	 	CTM	 	006367973	 	006367973	 	2 Sep 2008	 	9	  	Registered
								
	Dell Inc.	  	ISENSOR	 	CTM	 	005372354	 	005372354	 	4 Sep 2007	 	9	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	CTM	 	002200160	 	002200160	 	11 Nov 2002	 	9,41,42	  	Registered
								
	Dell Inc.	  	 SecureWorks
 




	 	CTM	 	006480529	 	006480529	 	16 Jan 2009	 	9,41,42	  	Registered


  
 B-3 









															
								
	Dell Inc.	  	 SecureWorks
 




	 	CTM	 	006480561	 	006480561	 	26 Nov 2008	 	9,41,42	  	Registered
								
	Dell Inc.	  	SHERLOCK	 	CTM	 	006367957	 	006367957	 	5 Nov 2010	 	42	  	Registered
							
	Hong Kong	 		 		 		 		 		  	
								
	Dell Inc.	  	 SECUREWORKS
 




	 	Hong Kong	 	301017422	 	301017422	 	19 Dec 2007	 	9,41,42,45	  	Registered
								
	India	  		 		 		 		 		 		  	
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	India	 	2803273	 		 		 	42,45	  	Pending
								
	Dell Inc.	  	CTU	 	India	 	2803268	 		 		 	42,45	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	India	 	2442203	 		 		 	9,41	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	India	 	2753271	 		 		 	42	  	Pending
								
	Japan	  		 		 		 		 		 		  	
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	Japan	 	2012-094422	 	5583184	 	17 May 2013	 	42	  	Registered
								
	Dell Inc.	  	 CTU
 




	 	Japan	 	2012-094421	 	5583183	 	17 May 2013	 	42	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Japan	 	2007124784	 	5336449	 	9 Jul 2010	 	9,41,42,45	  	Registered
								
	Mexico	  		 		 		 		 		 		  	
								
	Dell Inc.	  	ISENSOR	 	Mexico	 	1330802	 	1354265	 	12 Mar 2013	 	9	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Mexico	 	1329294	 	1362284	 	23 Apr 2013	 	9	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Mexico	 	1329295	 	1362415	 	23 Apr 2013	 	41	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Mexico	 	1329296	 	1359908	 	9 Apr 2013	 	42	  	Registered
								
	New Zealand	  		 		 		 		 		 		  	
								
	Dell Inc.	  	 CTU
 




	 	New Zealand	 	968431	 	968431	 	4 Mar 2014	 	42,45	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	New Zealand	 	781738	 	781738	 	26 Jun 2008	 	9,41,42,45	  	Registered
						
	Republic of Korea (South)	 		 		 		 		  	
								
	Dell Inc.	  	TERAGUARD	 	Republic of Korea (South)	 		 	15699	 	4 Apr 2006	 		  	Registered
								
	Singapore	  		 		 		 		 		 		  	
								
	Dell Inc.	  	 SECUREWORKS
 




	 	Singapore	 	T1218312F	 		 		 	9,41,42	  	Pending


  
 B-4 









															
								
	Taiwan														
								
	Dell Inc.		TERAGUARD		Taiwan				1188232		16 Dec 2005		9,42		Registered
							
	United States of America												
								
	Dell Inc.		 COMPLIANCE CENTRAL
 




		United States of America		77472164		3709678		10 Nov 2009		45		Registered
								
	Dell Inc.		 COUNTER THREAT UNIT
 




		United States of America		77981835		3994757		12 Jul 2011		42,45		Registered
								
	Dell Inc.		 CTU
 




		United States of America		77981988		3994770		12 Jul 2011		42,45		Registered
								
	Dell Inc.		ISENSOR		United States of America		78898813		3307046		9 Oct 2007		9		Registered
								
	Dell Inc.		 LOGVAULT
 




		United States of America		77644135		3994340		12 Jul 2011		9		Registered
								
	Dell Inc.		RED CLOAK		United States of America		86693759						9,42		Pending
								
	Dell Inc.		SECUREWORKS		United States of America		76169554		2616942		10 Sep 2002		9		Registered
								
	Dell Inc.		 SECUREWORKS
 




		United States of America		78734979		3329157		6 Nov 2007		41,42,45		Registered
								
	Dell Inc.		 SHERLOCK
 




		United States of America		77292502		3440123		3 Jun 2008		45		Registered


  
 B-5 








 EXHIBIT C 

Copyrights 
 Counter Threat Platform
Customer Access Jump Server 
 Counter Threat Platform Health System 

Counter Threat Platform Client Portal 
 Counter Threat Platform
IMS (Image Management System) 
 Counter Threat Platform KTOS (KickStart To Order System) 

RedCloak 
 Counter Threat Platform Next Generation Portal 

Counter Threat Platform Policy Configuration Management System 

Counter Threat Platform Remote Configuration Management System 

Counter Threat Unit RiskDW 
 Counter Threat Platform SOCAPP 

Counter Threat Platform Account Wizard 
 Counter Threat Platform
SOCKit 
 Counter Threat Platform Virtual Security Operations Center) 

Counter Threat Platform Vulcan 
 Counter Threat Platform Global
Update Server 
 Counter Threat Platform Threat Analysis Portal 

Counter Threat Platform Security Operations Center Graphical User Interface 

Counter Threat Platform SOC Workbench 
 Counter Threat Platform
Foresee 
 Counter Threat Platform Very Large Database (VLDB) 

Counter Threat Unit Attacker Database (AttackerDB) 
 Counter
Threat Platform Multi-Purpose Logic Engine (MPLE) 
 Counter Threat Platform Counter Threat Appliance (CTA) 

TeraGuard 
 Counter Threat Platform iSensor 

Counter Threat Platform Agent/Inspector 
 Counter Threat Platform
Ticket Management System 
 Counter Threat Platform Genesis 

Counter Threat Unit Truman 
 Counter Threat Unit Cerebro 

Counter Threat Platform Metric Gathering and Reporting System 

Virtual Common Operational Picture (vCOP) 
 Counter Threat Unit
Vulnerability Database 
 Counter Threat Unit Threat Information Management System 

Counter Threat Unit Catalog for Artifacts and Signal Extraction 

Counter Threat Unit Umbrella 
 Counter Threat Platform Gabrielle

 Counter Threat Platform Mobile App 
 Counter Threat Platform
Certificate Authority Tool 
 Counter Threat Platform Data warehouse 

Counter Threat Platform LSDB (Location Specific Database) 

Counter Threat Unit Trumac 
 Secureworks Counter Threat Platform
Counter Threat Container (CTC) 
 Secureworks Counter Threat Platform VPN 

Secureworks Counter Threat Unit Borderless threat monitoring (ARMR) 

Secureworks Business Relationship Management tool 

  
 C-1 








 EXHIBIT D 

Domain Names 
  

									
	 Domain Name
	 	 Expiration
	 	 Status
	 	 Features
	 	 Vendor-Account

	COUNTERTHREATUNIT.COM	 	2/5/2017	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	COUNTERTHREATUNIT.NET	 	2/5/2017	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	COUNTERTHREATUNIT.ORG	 	2/5/2017	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	GAURDANT.COM	 	6/14/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	GAURDENT.COM	 	6/14/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	GUARDENT.COM	 	2/13/2017	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	GUARDIENT.COM	 	6/20/2015	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	GUARDINT.COM	 	8/7/2015	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	LUHRQ.COM	 	12/2/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	LURHQ.COM	 	12/23/2015	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	LURHQ.INFO	 	12/13/2015	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	LURHQ.NET	 	12/13/2015	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	LURHQ.ORG	 	12/13/2015	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	MANAGEDSECURITYSOLUTIONS.COM	 	5/23/2015	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SECUREWORKS.BIZ	 	2/17/2019	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SECUREWORKS.CA	 	3/25/2020	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SECUREWORKS.COM	 	6/18/2018	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SECUREWORKS.NET	 	6/18/2018	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SECUREWORKS.ORG	 	2/18/2019	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SECUREWORKS.US	 	2/17/2019	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SECUREWORKSLAB.COM	 	7/22/2015	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SECUREWORKSLAB.NET	 	7/22/2015	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SECURITYINTRO.COM	 	12/14/2015	 	Active	 	AutoRenew, Private, Busn Registration	 	GoDaddy-XXXX023


  
 D-1 









									
	 Domain Name
	 	 Expiration
	 	 Status
	 	 Features
	 	 Vendor-Account

	SECURITYINTRO.NET	 	12/14/2015	 	Active	 	AutoRenew, Private, Busn Registration	 	GoDaddy-XXXX023
	SHERLOCKESM.COM	 	10/24/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	ZONEOFTRUST.COM	 	2/28/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	ZONEOFTRUST.NET	 	6/23/2015	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	ZONEOFTRUST.ORG	 	6/23/2015	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SECUREWORKS.CO.UK	 	4/19/2017	 	Active	 		 	DOMAIN MONSTER.COM
	COUNTERTHREATPLATFORM.COM	 	11/2/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	COUNTERTHREATPLATFORM.NET	 	11/2/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	CTUDEV.COM	 	1/17/2020	 	Active	 		 	Gandi
	DNSMSS.COM	 	11/1/2015	 	Active	 		 	Ascio
	DNSMSS.NET	 	11/1/2015	 	Active	 		 	Ascio
	ENTSEC.ORG	 	2/5/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	MSSPROD.COM	 	1/27/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	MSSPROD.INFO	 	1/27/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	MSSPROD.NET	 	1/27/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	MSSPROD.ORG	 	1/27/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SECUREWORKS.IN	 	9/3/2016	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SECUREWORKS.UK	 	6/13/2015	 	Active	 		 	SafeNames
	SWCTU.COM	 	2/5/2017	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SWCTU.NET	 	2/5/2017	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	SWCTU.ORG	 	2/5/2017	 	Active	 	AutoRenew	 	GoDaddy-XXXX023
	CLOUDSECUREWORKS.COM	 	10/6/2016	 	Active	 	AutoRenew	 	Safenames
	SECUREWORKS.CO.UK	 	4/19/2016	 	Active	 	AutoRenew	 	Safenames
	SECUREWORKS.COM.CN	 	9/25/2015	 	Not Active	 	AutoRenew	 	Safenames
	SECUREWORKS.COMPUTER	 	3/10/2016	 	Not Active	 	AutoRenew	 	Safenames


  
 D-2 









									
	 Domain Name
	 	 Expiration
	 	 Status
	 	 Features
	 	 Vendor-Account

	SECUREWORKS.SUPPORT	 	3/19/2016	 	Not Active	 	AutoRenew	 	Safenames
	SECUREWORKS.UK	 	6/13/2016	 	Not Active	 	AutoRenew	 	Safenames
	SECUREWORKS.XXX	 	10/31/2021	 	Blocked	 	AutoRenew	 	Safenames
	SECUREWORKS.JP	 	12/18/2015	 	Active	 	AutoRenew	 	Safenames
	SECUREWORKS.COM.AU	 	11/14/2016	 	Not Active	 	AutoRenew	 	Safenames
	SECUREWORKS.CO.NZ	 	7/15/2016	 	Not Active	 	AutoRenew	 	Safenames
	SECUREWORKS.EU	 	7/15/2016	 	Not Active	 	AutoRenew	 	Safenames
	SECUREWORKS.FR	 	7/16/2016	 	Not Active	 	AutoRenew	 	Safenames
	SECUREWORKS.NL	 	12/5/2015	 	Active	 	AutoRenew	 	Safenames


  
 D-3 








 EXHIBIT E 

Form IP Assignment Agreements 

See attached. 

  
 E-1 








 PATENT ASSIGNMENT 

THIS PATENT ASSIGNMENT (this “Assignment”) is made and entered into as of August 1, 2015 (“Effective
Date”), by and between DELL PRODUCTS L.P., a Texas limited partnership, with its principal office at One Dell Way, Round Rock, Texas 78682 (“Assignor”), and SECUREWORKS HOLDING CORPORATION, a Georgia
corporation, with its principal office at One Concourse Parkway, Suite 500, Atlanta, Georgia 30328 (“Assignee”). 

WHEREAS, Assignor is the sole and exclusive owner of the entire right, title and interest in, to and under the patents and patent
applications set forth on Schedule A hereof, (collectively, the “Patents”); and 
 WHEREAS, Assignor wishes to
assign to Assignee, and Assignee wishes to acquire from Assignor, all right, title and interest to the Patents; 
 NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, conveys, assigns, transfers and delivers to Assignee its entire right, title and interest in and to the Patents, for the United
States and for all foreign countries, and the inventions they claim (including subject matter capable of being reduced to a patent claim in a reissue or reexamination proceeding relating to any of the Patents and subject matter that could have been
included as a claim in any of the Patents), and any and all continuations, divisionals, continuations-in-part, provisionals, reissues, reexaminations, extensions, international applications or foreign equivalents thereof which may be obtained
therefrom, and the priority rights thereto, for its own use and enjoyment, and for the use and enjoyment of its successors, assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by Assignor if
this Assignment had not been made, together with all income, royalties, or payments due or payable as of the Effective Date or thereafter, including, without limitation, all claims for damages by reason of past, present or future infringement or
other unauthorized use of the Patents, with the right to sue for, and collect the same for its own use and enjoyment, and for the use and enjoyment of its successors, assigns, or other legal representatives. 

Assignor hereby requests the United States Commissioner of Patents and Trademarks, and the corresponding entities or agencies in any
applicable foreign jurisdictions, to record Assignee as the assignee and owner of the Patents. 

  
 E-2 








 IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed by their duly
authorized representatives as of the Effective Date. 
  

			
	DELL PRODUCTS L.P.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

	
	SECUREWORKS HOLDING CORPORATION
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  




  
 E-3 









			
	STATE OF TEXAS	 	)
		 	) SS.
	COUNTY OF TRAVIS	 	)

 On this 1st day of August, 2015, there appeared before me
            , personally known to me, who acknowledged that he/she signed the foregoing Assignment as his/her voluntary act and deed on behalf and with full authority of Dell Products LP.

  

	
	  
 Notary Public



  

									
	STATE OF GEORGIA	 		 	)
		 		 		 	) SS.	 	
	COUNTY OF	 	)	 		 	

 On this 1st day of August, 2015, there appeared before me
            , personally known to me, who acknowledged that he/she signed the foregoing Assignment as his/her voluntary act and deed on behalf and with full authority of SecureWorks Holding
Corporation. 
  

	
	  
 Notary Public




  
 E-4 








 Schedule A 
  

															
	 App Title
	  	Country	  	Status	  	Filed Date	  	App No.	  	Grant
Date	  	Patent No.	  	Current Owner
								
	 Method and System for Remotely Configuring and Monitoring a Communication Device
	  	Canada	  	Granted	  	15 Nov
2000	  	2391701	  	08 Feb
2011	  	2391701	  	Dell Products
L.P.
								
	 System And Method For Assessing Whether A Communication Contains An Attack
	  	USA	  	Granted	  	04 Oct
2013	  	14/046161	  	06 Jan
2015	  	8931095	  	Dell Products
L.P.
								
	 Secure Shell Authentication
	  	USA	  	Pending	  	03 May
2013	  	13/886787	  		  		  	Dell Products
L.P.
								
	 System and Method for As Needed Connection Escalation
	  	USA	  	Pending	  	03 May
2013	  	13/886798	  		  		  	Dell Products
L.P.
								
	 System and Method for Operating Malicious Marker Detection Software on Management Controller of Protected System
	  	USA	  	Pending	  	18 Jun
2013	  	13/920746	  		  		  	Dell Products
L.P.
								
	 System and Method for Tamper Resistant Reliable Logging of Network Traffic
	  	USA	  	Pending	  	03 Dec
2013	  	14/095783	  		  		  	Dell Products
L.P.
								
	 Method for Determining Normal Sequences of Events
	  	USA	  	Pending	  	24 Mar
2014	  	14/223779	  		  		  	Dell Products
L.P.


  
 E-5 









															
	 Ordering a Set of Regular Expressions for Matching Against a String
	  	USA	  	Pending	  	09 May
2014	  	14/274058	  		  		  	Dell Products
L.P.
								
	 System and Method for Evaluation in a Collaborative Security Assurance System
	  	USA	  	Granted	  	01 Sep
2011	  	13/224009	  	30 Dec
2014	  	8925091	  	Dell Products
L.P.
								
	 System And Method For Incorporating Quality-Of-Service And Reputation In An Intrusion Detection And Prevention System
	  	USA	  	Granted	  	28 Nov
2011	  	13/305149	  	01 Oct
2013	  	8549612	  	Dell Products
L.P.
								
	 System and Method for Incorporating Quality-of-Service And Reputation in an Intrusion Detection and Prevention System
	  	USA	  	Granted	  	28 Aug
2013	  	14/012891	  	26 May
2015	  	9043909	  	Dell Products
L.P.
								
	 Metric Gathering and Reporting System for Identifying Database Performance and Throughput Problems
	  	USA	  	Granted	  	05 Oct
2012	  	13/646341	  	12 May
2015	  	9031980	  	Dell Products
L.P.
								
	 Metric Gathering and Reporting System for Identifying Database Performance and Throughput Problems
	  	USA	  	Pending	  	05 May
2015	  	14/704366	  		  		  	Dell Products
L.P.
								
	 Semi-supervised learning approach to add context to malicious events within SIEM systems
	  	USA	  	In Prep	  		  		  		  		  	Not yet filed


  
 E-6 









															
	 Enhanced Threat Actor Attribution Model
	  	USA	  	In Prep	  		  		  		  		  	Not yet filed
								
	 Enhanced Threat Actor Prediction Model
	  	USA	  	In Prep	  		  		  		  		  	Not yet filed
								
	 Cyber Threat Resistance Risk Model
	  	USA	  	In Prep	  		  		  		  		  	Not yet filed
								
	 Dynamic vulnerability criticality rating
	  	USA	  	In Prep	  		  		  		  		  	Not yet filed
								
	 Secure Container
	  	USA	  	In Prep	  		  		  		  		  	Not yet filed
								
	 Secure SSL Man-in-the-middle with pinning and white-listing
	  	USA	  	In Prep	  		  		  		  		  	Not yet filed
								
	 Rule Quality Estimation
	  	USA	  	In Prep	  		  		  		  		  	Not yet filed
								
	 Log sensitive Security Configuration
	  	USA	  	In Prep	  		  		  		  		  	Not yet filed


  
 E-7 








 TRADEMARK ASSIGNMENT 

THIS TRADEMARK ASSIGNMENT (this “Assignment”) is made and entered into as of August 1, 2015 (“Effective
Date”), by and between DELL INC., a Delaware corporation, with its principal office at One Dell Way, Round Rock, Texas 78682 (“Assignor”), and SECUREWORKS HOLDING CORPORATION, a Georgia corporation, with its
principal office at One Concourse Parkway, Suite 500, Atlanta, Georgia 30328 (“Assignee”). 
 WHEREAS, Assignor is
the sole and exclusive owner of the entire right, title and interest in, to and under the trademarks set forth on Schedule A hereof, together with the goodwill of the business associated therewith (collectively, the “Marks”); and

 WHEREAS, Assignor wishes to assign to Assignee, and Assignee wishes to acquire from Assignor, all right, title and interest to the
Marks; 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor
hereby sells, conveys, assigns, transfers and delivers to Assignee its entire right, title and interest in and to the Marks, for the United States and for all foreign countries, including, without limitation, any registrations and applications
therefor, any renewals of the registrations, and all other corresponding rights that are or may be secured under the laws of the United States or any foreign country, now or hereafter in effect, for Assignee’s own use and enjoyment, and for the
use and enjoyment of Assignee’s successors, assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by Assignor if this Assignment had not been made, together with all income, royalties or
payments due or payable as of the Effective Date or thereafter, including, without limitation, all claims for damages by reason of past, present or future infringement or other unauthorized use of the Marks, with the right to sue for, and collect
the same for Assignee’s own use and enjoyment and for the use and enjoyment of its successors, assigns or other legal representatives. 

Assignor hereby requests the United States Commissioner of Patents and Trademarks, and the corresponding entities or agencies in any
applicable foreign jurisdictions, to record Assignee as the assignee and owner of the Marks. 

  
 E-8 








 IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed by their duly
authorized representatives as of the Effective Date. 
  

			
	DELL INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

	
	SECUREWORKS HOLDING CORPORATION
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  




  
 E-9 









							
	STATE OF TEXAS	  	)	  		  	
		  	)	  	SS.	  	
	COUNTY OF TRAVIS	  	)	  		  	

 On this 1st day of August, 2015, there appeared before me
                    , personally known to me, who acknowledged that he/she signed the foregoing Assignment as his/her voluntary act and deed on
behalf and with full authority of Dell Inc. 
  

	
	  

	Notary Public


  

									
	STATE OF GEORGIA	 		  	)	 		  	
		 		  	)	 	SS.	  	
	COUNTY OF                )	 		  		 		  	

 On this 1st day of August, 2015, there appeared before me
                    , personally known to me, who acknowledged that he/she signed the foregoing Assignment as his/her voluntary act and deed on
behalf and with full authority of SecureWorks Holding Corporation. 
  

	
	  

	Notary Public



  
 E-10 








 Schedule A 

SEE ATTACHED 

  
 E-11 








 Trademark Records By Country 

 

															
	 Owner
	  	 Trademark
	 	 Country
	 	 Application No.
	 	 Registration No
	 	 Registration Date
	 	 Classes
	  	 Status

								
	Australia	  		 		 		 		 		 		  	
								
	Dell Inc.	  	CTU	 	Australia	 	1648830	 	1648830	 	24 Sep 2014	 	42,45	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Australia	 	1216472	 	1216472	 	20 Dec 2007	 	9,41,42,45	  	Registered
								
	Brazil	  		 		 		 		 		 		  	
								
	Dell Inc.	  	ISENSOR	 	Brazil	 	840346867	 		 		 	9	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	Brazil	 	840346778	 		 		 	9	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	Brazil	 	840346816	 		 		 	42	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	Brazil	 	840346840	 		 		 	45	  	Pending
								
	Canada	  		 		 		 		 		 		  	
								
	Dell Inc.	  	GUARDENT	 	Canada	 	1094416	 	TMA577146	 	10 Mar 2003	 		  	Registered
								
	Dell Inc.	  	INSPECTOR	 	Canada	 	1378801	 	TMA774273	 	12 Aug 2010	 		  	Registered
								
	Dell Inc.	  	ISENSOR	 	Canada	 	1320563	 	TMA716982	 	19 Jun 2008	 		  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Canada	 	1378739	 	TMA748496	 	23 Sep 2009	 		  	Registered
								
	Dell Inc.	  	 SecureWorks & Design
 




	 	Canada	 	1376363	 	TMA748498	 	23 Sep 2009	 		  	Registered
								
	Dell Inc.	  	 SECUREWORKS & DESIGN
 




	 	Canada	 	1377399	 	TMA751060	 	23 Oct 2009	 		  	Registered
								
	Dell Inc.	  	SHERLOCK	 	Canada	 	1378799	 	TMA781025	 	28 Oct 2010	 		  	Registered
								
	China	  		 		 		 		 		 		  	
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	China	 	15503837	 		 		 	45	  	Pending
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	China	 	15503838	 		 		 	42	  	Pending
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	China	 	15503839	 		 		 	38	  	Pending
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	China	 	15503840	 		 		 	35	  	Pending
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	China	 	15503841	 		 		 	9	  	Pending
								
	Dell Inc.	  	CTU	 	China	 	15503842	 		 		 	45	  	Pending


  
 E-12 









															
								
	Dell Inc.	  	ISENSOR	 	China	 	11886825	 	11886825	 	28 May 2014	 	45	  	Registered
								
	Dell Inc.	  	ISENSOR	 	China	 	11886826	 		 		 	42	  	Pending
								
	Dell Inc.	  	ISENSOR	 	China	 	11886827	 	11886827	 	28 May 2014	 	38	  	Registered
								
	Dell Inc.	  	ISENSOR	 	China	 	11886828	 	11886828	 	28 May 2014	 	35	  	Registered
								
	Dell Inc.	  	ISENSOR	 	China	 	15930999	 		 		 	9	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	China	 	6725626	 	6725626	 	14 Sep 2010	 	41	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	China	 	6725627	 	6725627	 	14 Sep 2010	 	42	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	China	 	6725628	 	6725628	 	14 Sep 2010	 	42	  	Registered
								
	Dell Inc.	  	SECUREWORKS CTU	 	China	 	15503843	 		 		 	42	  	Pending
								
	Dell Inc.	  	SECUREWORKS CTU	 	China	 	15503844	 		 		 	38	  	Pending
								
	Dell Inc.	  	SECUREWORKS CTU	 	China	 	15503845	 		 		 	35	  	Pending
								
	Colombia	  		 		 		 		 		 		  	
								
	Dell Inc.	  	SECUREWORKS	 	Colombia	 	14218820	 		 	9 Apr 2015	 	9	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Colombia	 	14218823	 		 	9 Apr 2015	 	41	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Colombia	 	14218826	 		 	9 Apr 2015	 	42	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Colombia	 	14218836	 		 	9 Apr 2015	 	45	  	Registered
								
	CTM	  		 		 		 		 		 		  	
								
	Dell Inc.	  	CTU	 	CTM	 	011577269	 	011577269	 	12 Jul 2013	 	42,45	  	Registered
								
	Dell Inc.	  	GUARDENT	 	CTM	 	002109023	 	002109023	 	22 May 2002	 	9,38,42	  	Registered
								
	Dell Inc.	  	INSPECTOR	 	CTM	 	006367973	 	006367973	 	2 Sep 2008	 	9	  	Registered
								
	Dell Inc.	  	ISENSOR	 	CTM	 	005372354	 	005372354	 	4 Sep 2007	 	9	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	CTM	 	002200160	 	002200160	 	11 Nov 2002	 	9,41,42	  	Registered
								
	Dell Inc.	  	 SecureWorks
 




	 	CTM	 	006480529	 	006480529	 	16 Jan 2009	 	9,41,42	  	Registered


  
 E-13 









															
								
	Dell Inc.	  	 SecureWorks
 




	 	CTM	 	006480561	 	006480561	 	26 Nov 2008	 	9,41,42	  	Registered
								
	Dell Inc.	  	SHERLOCK	 	CTM	 	006367957	 	006367957	 	5 Nov 2010	 	42	  	Registered
							
	Hong Kong	 		 		 		 		 		  	
								
	Dell Inc.	  	 SECUREWORKS
 




	 	Hong Kong	 	301017422	 	301017422	 	19 Dec 2007	 	9,41,42,45	  	Registered
								
	India	  		 		 		 		 		 		  	
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	India	 	2803273	 		 		 	42,45	  	Pending
								
	Dell Inc.	  	CTU	 	India	 	2803268	 		 		 	42,45	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	India	 	2442203	 		 		 	9,41	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	India	 	2753271	 		 		 	42	  	Pending
								
	Japan	  		 		 		 		 		 		  	
								
	Dell Inc.	  	COUNTER THREAT UNIT	 	Japan	 	2012-094422	 	5583184	 	17 May 2013	 	42	  	Registered
								
	Dell Inc.	  	 CTU
 




	 	Japan	 	2012-094421	 	5583183	 	17 May 2013	 	42	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Japan	 	2007124784	 	5336449	 	9 Jul 2010	 	9,41,42,45	  	Registered
								
	Mexico	  		 		 		 		 		 		  	
								
	Dell Inc.	  	ISENSOR	 	Mexico	 	1330802	 	1354265	 	12 Mar 2013	 	9	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Mexico	 	1329294	 	1362284	 	23 Apr 2013	 	9	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Mexico	 	1329295	 	1362415	 	23 Apr 2013	 	41	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	Mexico	 	1329296	 	1359908	 	9 Apr 2013	 	42	  	Registered
								
	New Zealand	  		 		 		 		 		 		  	
								
	Dell Inc.	  	 CTU
 




	 	New Zealand	 	968431	 	968431	 	4 Mar 2014	 	42,45	  	Registered
								
	Dell Inc.	  	SECUREWORKS	 	New Zealand	 	781738	 	781738	 	26 Jun 2008	 	9,41,42,45	  	Registered
						
	Republic of Korea (South)	 		 		 		 		  	
								
	Dell Inc.	  	TERAGUARD	 	Republic of Korea (South)	 		 	15699	 	4 Apr 2006	 		  	Registered
								
	Singapore	  		 		 		 		 		 		  	
								
	Dell Inc.	  	 SECUREWORKS
 




	 	Singapore	 	T1218312F	 		 		 	9,41,42	  	Pending


  
 E-14 









															
								
	Taiwan	  		 		 		 		 		 		  	
								
	Dell Inc.	  	TERAGUARD	 	Taiwan	 		 	1188232	 	16 Dec 2005	 	9,42	  	Registered
							
	United States of America	 		 		 		 		 		  	
								
	Dell Inc.	  	 COMPLIANCE CENTRAL
 




	 	United States of America	 	77472164	 	3709678	 	10 Nov 2009	 	45	  	Registered
								
	Dell Inc.	  	 COUNTER THREAT UNIT
 




	 	United States of America	 	77981835	 	3994757	 	12 Jul 2011	 	42,45	  	Registered
								
	Dell Inc.	  	 CTU
 




	 	United States of America	 	77981988	 	3994770	 	12 Jul 2011	 	42,45	  	Registered
								
	Dell Inc.	  	ISENSOR	 	United States of America	 	78898813	 	3307046	 	9 Oct 2007	 	9	  	Registered
								
	Dell Inc.	  	 LOGVAULT
 




	 	United States of America	 	77644135	 	3994340	 	12 Jul 2011	 	9	  	Registered
								
	Dell Inc.	  	RED CLOAK	 	United States of America	 	86693759	 		 		 	9,42	  	Pending
								
	Dell Inc.	  	SECUREWORKS	 	United States of America	 	76169554	 	2616942	 	10 Sep 2002	 	9	  	Registered
								
	Dell Inc.	  	 SECUREWORKS
 




	 	United States of America	 	78734979	 	3329157	 	6 Nov 2007	 	41,42,45	  	Registered
								
	Dell Inc.	  	 SHERLOCK
 




	 	United States of America	 	77292502	 	3440123	 	3 Jun 2008	 	45	  	Registered


  
 E-15