WARRANT AGREEMENT CERBERUS TELECOM ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 26, 2020Warrant Agreement • December 2nd, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • 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”).
CREDIT AGREEMENT Dated as of November 9, 2023, among KORE WIRELESS GROUP INC., as the Borrower, KORE GROUP HOLDINGS, INC., as Kore Holdings, solely with respect to Section 7.16, Section 8.01 (as applicable), and Section 10.22 herein MAPLE INTERMEDIATE...Credit Agreement • November 9th, 2023 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone)
This CREDIT AGREEMENT is entered into as of November 9, 2023, by and among KORE WIRELESS GROUP INC., a Delaware corporation (the “Borrower”), solely with respect to Section 7.16, Section 8.01 (as applicable), and Section 10.22, KORE GROUP HOLDINGS, INC., a Delaware corporation (“Kore Holdings”), MAPLE INTERMEDIATE HOLDINGS INC., a Delaware corporation (“Holdings”), WHITEHORSE CAPITAL MANAGEMENT, LLC (“WhiteHorse”), as Administrative Agent and Collateral Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
KORE WIRELESS GROUP, INC., as Issuer, KORE GROUP HOLDINGS, INC., as Guarantor AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 30, 2021 5.50% Exchangeable Senior Notes due 2028Indenture • October 6th, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
INDENTURE dated as of September 30, 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., a Delaware corporation, 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).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 2nd, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • 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.
KORE WIRELESS GROUP, INC., as Issuer, KORE GROUP HOLDINGS, INC., as Guarantor AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee AMENDED AND RESTATED INDENTURE Dated as of November 15, 2021 5.50% Exchangeable Senior Notes due 2028KORE Group Holdings, Inc. • December 2nd, 2021 • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED INDENTURE dated as of November 15, 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., a Delaware corporation, 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).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2022 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 10, 2022 (the “Effective Date”), by and among KORE Group Holdings, Inc. (the “Company”), KORE Wireless Group Inc. (“KORE”) and Jack Kennedy (the “Executive”). Certain capitalized terms used in this Agreement are defined in Section 10.
AMENDED & RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 16th, 2023 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
THIS AMENDED & RESTATED INVESTOR RIGHTS AGREEMENT (this “Investor Rights Agreement”), dated as of November 15, 2023 (the “Effective Date”), is made and entered into by and among KORE Group Holdings, Inc., a Delaware corporation (“PubCo”), Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”), the ABRY Entities (as defined below) and Searchlight (as defined below) (Sponsor, the ABRY Entities and Searchlight, together with the other parties listed on the signature pages to the Prior Agreement (as defined below) and any person or entity who hereafter becomes a party to this Investor Rights Agreement pursuant to Section 6.8, shall be referred to herein as each, a “Holder” and collectively, the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • October 6th, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 30, 2021, by and between KORE Group Holdings, Inc., a Delaware corporation (the “Corporation”), and [•] (“Indemnitee”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 2nd, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone)
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of September 21, 2021 (this “Amendment”), is entered into by and between Cerberus Telecom Acquisition Corp. (“Acquiror”), a Cayman Islands exempted company, and Maple Holdings Inc. (the “Company”), a Delaware corporation. Acquiror and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
SUBSCRIPTION AGREEMENTSubscription Agreement • December 2nd, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • 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).
BACKSTOP AGREEMENTBackstop Agreement • December 2nd, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • 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).
VOTING AGREEMENTVoting Agreement • April 15th, 2024 • KORE Group Holdings, Inc. • Communications services, nec • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2023, by and among ABRY Partners VII, L.P., a Delaware limited partnership, ABRY Partners VII Co-Investment Fund, L.P., a Delaware limited partnership, ABRY Investment Partnership, L.P., a Delaware limited partnership, ABRY Senior Equity IV, L.P., a Delaware limited partnership, and ABRY Senior Equity IV Co-Investment Fund, L.P., a Delaware limited partnership (collectively, “Abry”) (“the “Stockholder”) and KORE Group Holdings, Inc., a Delaware corporation (the “Company”).
EXCHANGEABLE NOTES PURCHASE AGREEMENTExchangeable Notes Purchase Agreement • December 2nd, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
This Exchangeable Notes Purchase Agreement (this “Agreement”) is entered into as of October 28, 2021, by and among KORE Group Holdings, Inc., a Delaware corporation (“Pubco”), KORE Wireless Group, Inc. (the “Company”) and the entities set forth on Schedule 1 hereto, (each a “Purchaser” and collectively, the “Purchasers” (and together with Pubco and the Company, the “Parties”)).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 15th, 2024 • KORE Group Holdings, Inc. • Communications services, nec • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 15, 2024 (the “Effective Date”), by and among KORE Group Holdings, Inc. (the “Company”), KORE Wireless Group Inc. (“KORE”) and Jared Deith (the “Executive”). Certain capitalized terms used in this Agreement are defined in Section 10.
INCREMENTAL AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 2nd, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone)
INCREMENTAL AMENDMENT NO. 1 TO THE CREDIT AGREEMENT, dated as of November 12, 2019 (this “Amendment”), among Kore Wireless Group Inc., a Delaware corporation (the “Borrower”), Maple Intermediate Holdings Inc., a Delaware corporation (Holdings”), UBS AG, Stamford Branch (“UBS”), the other Loan Parties party hereto, the Incremental Amendment No. 1 Term B Lender (as defined below) and UBS AG, Stamford Branch (“UBS”), in its capacities as administrative agent collateral agent for the Lenders (in such capacities, the “Administrative Agent”). Capitalized terms used but not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement (as defined below), as amended by this Amendment.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 2nd, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone)
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of July 27, 2021 (this “Amendment”), is entered into 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.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 6th, 2022 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone)
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 1, 2022 (the “Effective Date”), by and among KORE Wireless Canada Inc. (the “Company”), KORE Group Holdings, Inc. (“KORE”) and Paul Holtz (the “Executive”). Certain capitalized terms used in this Agreement are defined in Section 10.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • December 12th, 2023 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of December 11, 2023 by and between KORE Group Holdings, Inc., a Delaware corporation (the “Company”), and Twilio Inc. (the “Selling Stockholder”).
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TOKORE Group Holdings, Inc. • March 30th, 2022 • Telephone communications (no radiotelephone)
The following description of the capital stock of KORE Group Holdings, Inc. (the “Company,” “we,” “us,” and “our”) and certain provisions of our amended and restated certificate of incorporation (the “Charter”), bylaws (the “Bylaws”), Warrant Agreement, dated as of October 26, 2020, between Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, and Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (the “Warrant Agreement”) and Investor Rights Agreement, dated as of September 30, 2021 by and among the Company and the other parties thereto (the “Investor Rights Agreement”), are summaries and are qualified in their entirety by reference to the full text of the Charter, Bylaws, Warrant Agreement and Investor Rights Agreement, copies of which have been filed with the Securities and Exchange Commission, and applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As of December 31, 2021, we had two classes
PURCHASE AGREEMENT BY AND BETWEEN TWILIO INC. AND KORE GROUP HOLDINGS, INC. March 26, 2023Purchase Agreement • March 28th, 2023 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
This Purchase Agreement (this “Agreement”) dated as of March 26, 2023 (the “Agreement Date”), is entered into between Twilio Inc., a company incorporated under the Laws of the State of Delaware (“Seller”), and KORE Group Holdings, Inc., a company incorporated under the Laws of the State of Delaware (the “Buyer”) (each, a “Party” and collectively, the “Parties”).
KORE GROUP HOLDINGS, INC. 2021 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 9th, 2023 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (the “Agreement”) is effective as of _________ (the “Grant Date”), by and between Kore Group Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
AMENDMENT TO INVESTMENT AGREEMENT December 13, 2023Investment Agreement • December 13th, 2023 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone)
Reference is hereby made to that Investment Agreement, dated as of November 9, 2023 (the “Investment Agreement”), by and between KORE Group Holdings, Inc., a Delaware corporation (the “Company”), and Searchlight IV KOR, L.P., a Delaware limited partnership (the “Purchaser”). All capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Investment Agreement.
BUSINESS COMBINATION AGREEMENT By and Among KORE GROUP HOLDINGS, INC., BMP SIMON HOLDINGS, LLC, BMP MERGER SUB I, INC., BMP MERGER SUB II, INC., BUSINESS MOBILITY PARTNERS INC. SIMON IOT LLC, and each of JARED DEITH, STEVEN DANESHGAR, DAVID ISLER,...Business Combination Agreement • February 23rd, 2022 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is entered into as of February 16, 2022 by and among (a) BMP Simon Holdings, LLC, a Delaware limited liability company (“Buyer”), (b) KORE Group Holdings, Inc., a Delaware corporation (“KORE”), (c) BMP Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), (d) BMP Merger Sub II, Inc., a Delaware corporation (“Merger Sub II”), (e) Business Mobility Partners Inc., a Delaware corporation (“BMP”), (f) Simon IoT LLC, a New York limited liability company (“Simon” and together with BMP, the “Acquired Companies” and each an “Acquired Company”), (g) each of Jared Deith, Steven Daneshgar, David Isler, Stuart Lowenstein and Aaron Slonim (each a “Seller” and collectively the “Sellers”) and (h) Jared Deith, solely in his capacity as the representative of Sellers (the “Representative”). Buyer, the Acquired Companies, and Sellers are sometimes individually referred to as a “Party”, and collectively, as the “Parties.” Capitalized terms used
AMENDMENT TO PURCHASE AGREEMENTTo Purchase Agreement • December 2nd, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This Amendment (“Amendment”) dated November 15, 2021 to the Exchangeable Notes Purchase Agreement (“Purchase Agreement”), dated October 28, 2021, is entered into by and among KORE Group Holdings, Inc., a Delaware corporation (“Pubco”), KORE Wireless Group, Inc. (the “Company”) and the entities set forth on the signature pages hereto, (each a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT TO INVESTMENT AGREEMENT December 13, 2023Investment Agreement • April 15th, 2024 • KORE Group Holdings, Inc. • Communications services, nec • Delaware
FOR VALUE RECEIVED, _____________ (the “Holder”) hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant with respect to the number of shares of stock covered thereby set forth below unto:
TRANSITION AGREEMENTTransition Agreement • August 15th, 2024 • KORE Group Holdings, Inc. • Communications services, nec • Delaware
This Transition Agreement (the “Agreement”) is entered into by and among Bryan Lubel (“Executive”), KORE Wireless Group, Inc., a Delaware corporation (“KORE”) and KORE Group Holdings, Inc., a Delaware corporation (the “Company”), effective as of August 14, 2024 (the “Effective Date”).
VOTING AGREEMENTVoting Agreement • November 16th, 2023 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 15, 2023, by and among ABRY Partners VII, L.P., a Delaware limited partnership, ABRY Partners VII Co-Investment Fund, L.P., a Delaware limited partnership, ABRY Investment Partnership, L.P., a Delaware limited partnership, ABRY Senior Equity IV, L.P., a Delaware limited partnership, and ABRY Senior Equity IV Co-Investment Fund, L.P., a Delaware limited partnership (“the “Stockholder”) and KORE Group Holdings, Inc., a Delaware corporation (the “Company”).
KORE GROUP HOLDINGS, INC. 2021 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 9th, 2023 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT (the “Agreement”) is effective as of ________ (the “Grant Date”), by and between Kore Group Holdings, Inc., a Delaware corporation (the “Company”), and _______________ (the “Grantee”).
AMENDMENT TO BACKSTOP AGREEMENT November 15, 2021Backstop Agreement • December 2nd, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone)
This Amendment to Backstop Agreement (the “Amendment”) is made as November 15, 2021 by and among KORE Group Holdings, Inc. (“Pubco”), KORE Wireless Group, Inc. (“KORE”) and Drawbridge Special Opportunities Fund LP (“Initial Purchaser”).
April 29, 2024 Ronald Totton Re: Employment as Interim President and Chief Executive Officer Dear Ron:Letter Agreement • April 29th, 2024 • KORE Group Holdings, Inc. • Communications services, nec • Georgia
This letter agreement (this “Agreement”) sets forth the terms of your employment as the Interim President and Chief Executive Officer (the “Interim CEO”) of KORE Group Holdings, Inc. (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 8th, 2024 • KORE Group Holdings, Inc. • Communications services, nec • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of July 2, 2024 (the “Effective Date”), by and among KORE Group Holdings, Inc. (the “Company”), KORE Wireless Group Inc. (“KORE”) and Bruce William Gordon (the “Executive”). Certain capitalized terms used in this Agreement are defined in Section 10.
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TOKORE Group Holdings, Inc. • April 15th, 2024 • Communications services, nec
The following description of the capital stock of KORE Group Holdings, Inc. (the “Company,” “we,” “us,” and “our”) and certain provisions of our amended and restated certificate of incorporation (the “Charter”), bylaws (the “Bylaws”), Warrant Agreement, dated as of October 26, 2020, between Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, and Cerberus Telecom Acquisition Corp., a Cayman Islands exempted company (the “Warrant Agreement”) and Investor Rights Agreement, dated as of September 30, 2021 by and among the Company and the other parties thereto (as amended, the “Investor Rights Agreement”), are summaries and are qualified in their entirety by reference to the full text of the Charter, Bylaws, Warrant Agreement and Investor Rights Agreement, copies of which have been filed with the Securities and Exchange Commission, and applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As of December 31, 2023, we had
SEPARATION AGREEMENTReaffirmation Agreement • January 7th, 2022 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone)
This Separation Agreement (this “Agreement”) is made January 3, 2022, by and among Puneet Pamnani (“Employee”), KORE Wireless Group Inc. (the “Company”) and KORE Group Holdings, Inc. (“Parent”). The Company, Parent and Employee are referred to herein as, individually, a “Party” and collectively, the “Parties.”
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • October 6th, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of September 30, 2021, by and among Cerberus Telecom Acquisition Corp., a Delaware corporation (the “Company”), KORE Group Holdings, Inc., a Delaware corporation (“Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
INVESTMENT AGREEMENT by and between KORE GROUP HOLDINGS, INC., and SEARCHLIGHT IV KOR, L.P. Dated as of November 9, 2023Investor Rights Agreement • November 9th, 2023 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
INVESTMENT AGREEMENT, dated as of November 9, 2023 (this “Agreement”), by and between KORE Group Holdings, Inc., a Delaware corporation (the “Company”), and Searchlight IV KOR, L.P., a Delaware limited partnership (the “Purchaser”).
