Mavenir plc Class A Ordinary Shares, Par Value $0.001 Per Share Underwriting AgreementUnderwriting Agreement • October 26th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software • New York
Mavenir plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] Class A ordinary shares, par value $0.001 per share (“A Ordinary Shares”), of the Company and, at the election of the Underwriters, up to [•] additional A Ordinary Shares. The aggregate of [•] shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of [•] additional shares to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares”.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement’) is made as of the 25 day of February, 2015 between Mavenir Systems, Inc., a Delaware corporation (the “Company”), and Bahram Jalalizadeh, an individual resident of the State of Texas (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of [●], 2020, and is by and between Mavenir plc, a public limited company organized under the laws of England and Wales (the “Company”), and the Siris Parties (as defined below).
CREDIT AGREEMENT dated as of May 8, 2018 among MAVENIR PRIVATE HOLDINGS II LTD, as Holdings, MAVENIR SYSTEMS, INC., as the Borrower, the Several Lenders and the Issuing Lenders from Time to Time Parties Hereto,Credit Agreement • October 19th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software • New York
CREDIT AGREEMENT, dated as of May 8, 2018 (this “Agreement”), among MAVENIR PRIVATE HOLDINGS II LTD, a limited liability company formed under the laws of England and Wales (“Holdings”), MAVENIR SYSTEMS, INC., a Delaware corporation (the “Company”), the several banks and other financial institutions or Persons from time to time parties to this Agreement as lenders (collectively, the “Lenders”), GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of [•], 2020, by and among Mavenir plc, a public limited company organized under the laws of England and Wales with company number 12955698 and its registered office address at 11th Floor 200 Aldersgate Street, London, United Kingdom, EC1A 4HD (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
AMENDMENT TO THE EMPLOYMENT AGREEMENTThe Employment Agreement • October 26th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • October 26th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is dated as of October [__], 2020 and is among Mavenir, Inc., a Delaware corporation (the “Company”), Sierra Private Investments L.P., a Cayman Islands exempted limited partnership (“Investments”), and Siris Capital Group, LLC, a Delaware limited liability company (“Siris”).
INCREMENTAL FACILITY AGREEMENT BRIGADE CAPITAL MANAGEMENT, LPIncremental Facility Agreement • October 19th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software • New York
MAVENIR PLC SHAREHOLDERS AGREEMENTShareholders Agreement • October 26th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software • New York
This Shareholders Agreement is entered into as of [•], 2020 by and among Mavenir plc, a public limited company incorporated under the Laws of England and Wales (the “Company”), and each of the other party or parties from time to time party hereto (each, a “Shareholder,” and collectively, the “Shareholders”).
ASSIGNMENT, TRANSFER AND ASSUMPTION AGREEMENTAssignment, Transfer and Assumption Agreement • October 26th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software
This ASSIGNMENT, TRANSFER AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of October [●], 2020, by and between Sierra Private Investments, L.P. (“Assignor”) and Mavenir Systems, Inc. (“Assignee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software • Texas
WHEREAS, the Employer and the Employee wish to enter into an agreement pursuant to which the Employee will provide the Employee’s services to the Employer as hereinafter set forth, and the Employer will hire and retain the services of the Employee as an employee of the Employer.
DATED ________________________2020 MAVENIR PLC AND [NAME OF DIRECTOR] DEED OF INDEMNITYMavenir Private Holdings II Ltd. • October 26th, 2020 • Services-prepackaged software • England
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 26th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software • Texas
This Executive Employment Agreement (this “Agreement” ) is made and entered into on this 24th day of December, 2016, by and between Sierra Private Investments, L.P., a Cayman Islands limited partnership (the ‘Company”), and Pardeep Kohli (“Executive”).
LOAN AGREEMENTLoan Agreement • October 26th, 2020 • Mavenir Private Holdings II Ltd. • Services-prepackaged software • New York
This loan agreement (this “Loan Agreement”) is made and entered into as of January 28, 2020 (the “Effective Date”), between Mavenir Systems, Inc., a Delaware corporation (hereinafter referred to as “Lender”), and Sierra Private Investments L.P., a Cayman Islands exempted limited partnership organized (hereinafter referred to as “Borrower” and jointly with the Lender as the “Parties” or each of them as a “Party”).
