INDEMNITY AGREEMENTIndemnification Agreement • October 13th, 2020 • Cerberus Telecom Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October , 2020, by and between Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 26th, 2020 • Cerberus Telecom Acquisition Corp. • Blank checks • New York
Orthrus Acquisition Corp. New York, NY 10022Securities Subscription Agreement • October 2nd, 2020 • Cerberus Telecom Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on September 8, 2020 by and between Orthrus LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Orthrus Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 11,500,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,500,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 26th, 2020 • Cerberus Telecom Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2020, is made and entered into by and among Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cerberus Telecom Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”) (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
October 26, 2020 Cerberus Telecom Acquisition Corp. New York, New York 10022Underwriting Agreement • October 26th, 2020 • Cerberus Telecom Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (the “Company”), Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 25,000,000 of the Company’s units (and up to an additional 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be
WARRANT AGREEMENT CERBERUS TELECOM ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 26, 2020Warrant Agreement • October 26th, 2020 • Cerberus Telecom Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 26, 2020, is by and between Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
25,000,000 Units Cerberus Telecom Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2020 • Cerberus Telecom Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 26th, 2020 • Cerberus Telecom Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 21, 2020, is entered into by and between Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cerberus Telecom Acquisition Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 12th, 2021 • Cerberus Telecom Acquisition Corp. • Blank checks • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among King Pubco, Inc., a Delaware corporation (“PubCo”), Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”), and [____], [_____](Sponsor and [ ], together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Investor Rights Agreement pursuant to Section 6.9 of this Investor Rights Agreement, a “Holder” and collectively the “Holders”).
AGREEMENT AND PLAN OF MERGER by and among CERBERUS TELECOM ACQUISITION CORP., KING PUBCO, INC., KING CORP MERGER SUB, INC., KING LLC MERGER SUB, LLC AND MAPLE HOLDINGS INC. dated as of March 12, 2021Merger Agreement • March 12th, 2021 • Cerberus Telecom Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 12, 2021, by and among Cerberus Telecom Acquisition Corp. (“Acquiror”), a Cayman Islands exempted company, King Pubco, Inc. (“Pubco”), a Delaware corporation and wholly owned subsidiary of Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”), King Corp Merger Sub, Inc. (“Corp Merger Sub”), a Delaware corporation and direct, wholly owned subsidiary of the Sponsor, King LLC Merger Sub, LLC (“LLC Merger Sub”), a Delaware limited liability company and direct, wholly owned subsidiary of Pubco, and Maple Holdings Inc. (the “Company”), a Delaware corporation. Acquiror, Pubco, Corp Merger Sub, LLC Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
MASTER SERVICES AGREEMENTMaster Services Agreement • October 26th, 2020 • Cerberus Telecom Acquisition Corp. • Blank checks • New York
THIS MASTER SERVICES AGREEMENT (the “Agreement”) is made and entered into as of October 26, 2020, with an effective date as of September 10, 2020 (the “Effective Date”), by and between Cerberus Technology Solutions, LLC a Delaware limited liability company with offices at 875 Third Avenue, 3rd Floor, New York, NY 10022 (“CTS”), and Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company, with offices at 875 Third Avenue, New York, NY 10022 (“Client”). For purposes of this Agreement, CTS and Client each may be referred to individually as a “Party,” and together as the “Parties”.
MASTER CONSULTING AND ADVISORY SERVICES AGREEMENTMaster Consulting and Advisory Services Agreement • October 26th, 2020 • Cerberus Telecom Acquisition Corp. • Blank checks • New York
THIS MASTER CONSULTING AND ADVISORY SERVICES AGREEMENT (this “Agreement”) is made and entered into with an effective date as of October 26, 2020 (the “Effective Date”), by and between Cerberus Operations and Advisory Company, LLC, a Delaware limited liability company with offices at 875 Third Avenue, New York, NY 10022 (“COAC”), and Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company, with offices at 875 Third Avenue, New York, NY 10022 (“Client”). For purposes of this Agreement, COAC and Client each may be referred to individually as a “Party,” and together as the “Parties”.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 12th, 2021 • Cerberus Telecom Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of March, 2021, by and among Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), King Pubco, Inc., a Delaware corporation (“Pubco”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
CERBERUS TELECOM ACQUISITION CORP.Office Space and Administrative Services Agreement • October 26th, 2020 • Cerberus Telecom Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Cerberus Telecom Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 875 Third Avenue, New York, New York 10022 (or any successor location). In exchange therefore, the Company shall pay the Sponsor, or an affiliate thereof, as determined by the Sponsor, a sum o
BACKSTOP AGREEMENTBackstop Agreement • July 28th, 2021 • Cerberus Telecom Acquisition Corp. • Blank checks • Delaware
INDENTURE dated as of [ ], 2021 between KORE WIRELESS GROUP, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), KORE GROUP HOLDINGS, INC., as guarantor (the “Guarantor”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • March 12th, 2021 • Cerberus Telecom Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 12, 2021, by and between Maple Holdings Inc., a Delaware corporation (the “Company”), Cerberus Telecom Acquisition Corp. (“Acquiror”), a Cayman Islands exempted company (which shall redomesticate as a Delaware corporation pursuant to the terms of the Merger Agreement (as defined below)), King Pubco, Inc. (“Pubco”), and the undersigned, a shareholder of Acquiror (the “Shareholder”). Each of the Company, Acquiror, Pubco and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without being otherwise defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).
COMPANY HOLDERS SUPPORT AGREEMENTCompany Holders Support Agreement • March 12th, 2021 • Cerberus Telecom Acquisition Corp. • Blank checks
This Company Holders Support Agreement (this “Agreement”), dated as of March 12, 2021, is entered into by and among Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Maple Holdings Inc., a Delaware corporation (the “Company”) and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”, and Acquiror, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”).
LIMITED LIABILITY COMPANY AGREEMENT OF KING LLC MERGER SUB, LLCLimited Liability Company Agreement • October 27th, 2021 • King LLC Merger Sub, LLC • Blank checks • Delaware
This Limited Liability Company Agreement (this “Agreement”) of King LLC Merger Sub, LLC (the “Company”) is entered into this 5th day of March, 2021 by King Pubco, Inc., a Delaware corporation (the “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”).
