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Addendum No. 2 To Manufacturing Services And Supply Agreement

Manufacturing Agreement

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SOURCEFIRE INC | Patriot Technologies, Inc

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Title: ADDENDUM NO. 2 to Manufacturing Services and Supply Agreement
Date: 3/12/2010
Industry: Software and Programming     Sector: Technology

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Exhibit 10.21

Manufacturing Services and Supply Agreement

           This ADDENDUM NO. 2 (this “ Deposit Agreement ”) is entered into as of December 7, 2009, by and between Patriot Technologies, Inc., a Delaware corporation (the “ Company ”) and Sourcefire, Inc., a Delaware corporation (the “ Depositor ”).

            WHEREAS , the Company and the Depositor entered into that certain Manufacturing Services and Supply Agreement, dated as of December 12, 2005 (as amended or supplemented from time to time, the “ Manufacturing Agreement ”);

            WHEREAS , pursuant to the Manufacturing Agreement, the Depositor submits Forecasts and Orders for Appliances to be satisfied by the Company which may result in the Company establishing a Deposit Inventory (defined below); and

            WHEREAS , the Company has requested that Depositor make deposits to be held and used by the Company, and the Depositor has agreed to such request, subject to the terms and conditions of this Deposit Agreement.

            NOW THEREFORE , in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:



Definitions; References . Unless otherwise specifically defined in this Deposit Agreement, each term used herein (including in the recitals hereof) that is defined in the Manufacturing Agreement, shall have the meaning assigned to such term in the Manufacturing Agreement.




The Deposit .




(a)     The Deposit . Subject to the terms and conditions set forth herein, the Depositor shall have the right to make a deposit (the “ Deposit ”) with the Company at any time until the expiration or termination of the Manufacturing Agreement (the “ Expiry Date ”), in an amount up to but not exceeding twenty percent (20%) (the “ Deposit Percentage ”) of the cost of any component parts or goods to be used by the Company to manufacture an Appliance and that are not subject to an Order for Finished Goods (the “ Deposit Inventory ”). The Deposit Inventory shall remain the property of the Company until such time that Depositor takes title to those Finished Goods that include the Deposit Inventory.




(b)    Deposit Returns .

(i)    The Company may, upon notice to the Depositor, return all or any portion of the Deposit by providing Depositor prior written notice.

(ii)    If the value of the Deposit Inventory, as determined on a quarterly basis by Depositor, decreases such that the amount of the Deposit exceeds an amount equal to the Deposit Percentage multiplied by the actual cost of the Deposit Inventory, then the Company must return to the Depositor such excess amount to maintain the Deposit Percentage. The Company shall promptly pay such excess amount to the Depositor and the Deposit shall be reduced the

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