2- any of its Subsidiaries or (y) any acquisition by any person or group (as defined in or under Section 13 of the Exchange Act of 1934) or proposal or offer, which, in the case of each of clauses (x) (other than with respect to any loan, notes...
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EXHIBIT 10.1 FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”) dated as of February 5, 2024 (the “Effective Date”), by and among MARIADB PLC, an Irish public limited company, the Guarantors (as defined in the Note defined below) party hereto, the Holder (as defined in the Note) party hereto, and RP VENTURES LLC, a Delaware limited liability company, as agent for the Holder (the “Agent”). R E C I T A L S: WHEREAS, the Issuer, the Guarantors party thereto from time to time, the Holder and the Agent entered into that certain Senior Secured Promissory Note, dated as of October 10, 2023 (as (i) amended by that certain First Amendment to Senior Secured Promissory Note, dated as of January 10, 2024 and (ii) amended, restated, supplemented or otherwise modified from time to time, the “Note”); WHEREAS, as of the Effective Date, (i) one or more Events of Default under the Note and the other Notes Documents have occurred and are continuing and (ii) Issuer has advised the Agent that the Issuer will be unable to pay in full the aggregate outstanding amount of the Obligations on the Maturity Date pursuant to the Note; WHEREAS, notwithstanding such Events of Default, Issuer has requested that, subject to the terms and conditions of this Agreement, Agent and Holder forbear from exercising certain of their rights as a result of all such Events of Default, which are continuing; and WHEREAS, Agent and Xxxxxx are willing to agree to forbear from exercising certain of their rights and remedies solely on the terms and conditions specified herein. NOW, THEREFORE, in consideration of the foregoing, and the respective agreements, warranties and covenants contained herein, the parties hereto agree as follows: SECTION 1. DEFINITIONS 1.1. Interpretation. All capitalized terms used herein (including the recitals hereto) will have the respective meanings ascribed thereto in the Note unless otherwise defined herein. The foregoing recitals, together with all exhibits attached hereto, are incorporated by this reference and made a part of this Agreement. Unless otherwise provided herein, all section and exhibit references herein are to the corresponding sections and exhibits of this Agreement. 1.2. Additional Definitions. As used herein, the following terms will have the respective meanings given to them below: (a) “Alternative Transaction” means whether in one transaction or a series of transactions, directly or indirectly, by operation of law or otherwise, each of the following: (x) any inquiry, proposal or offer or indication of interest with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, scheme of arrangement, amalgamation, spin-off, share exchange, business combination, purchase, loan, notes issuance, issuance of indebtedness or other financing or similar transaction involving the Issuer or
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-6- commercially reasonable efforts to maintain the value of the business as a going concern. During the Restricted Period, the Issuer, the Note Parties, and their Subsidiaries shall not sell, license, or transfer any material assets, except in the ordinary course of business and consistent with the past practices of the Issuer. (c) During the Restricted Period, in the event any of the Issuer, the other Note Parties, their Subsidiaries, or their respective partners, affiliates or representatives receives any oral or written offer, indication of interest, proposal, or inquiry relating to an Alternative Transaction from any Person other than Holder (such Person, the “Third Party” and, such offer a “Competing Offer”), the Issuer shall inform the Third Party that the Issuer is contractually prohibited from engaging in discussions with, or otherwise responding to, the Third Party in response thereto and, to the extent permitted by the Irish Takeover Rules, will promptly (in any event, within 24 hours) provide Holder with written notice thereof, which notice shall include (i) the material terms thereof, including the identity of the Person or Persons involved and (ii) a copy of any written offer and other information that it received relating to an Alternative Transaction, and (iii) a copy (or if not written, a summary of) any communications relating to such offer, indication of interest, proposal or inquiry. To the extent permitted by the Irish Takeover Rules, the Issuer shall keep Holder fully informed on a current basis of any modifications to such offer, indication of interest, proposal or inquiry and any information provided or received or communications made with respect thereto. If the consent of the Irish Takeover Panel is required to provide such written notice to the Holder, as aforesaid, the Note Party shall promptly take all necessary action to obtain such consent. The Issuer hereby represents and warrants that neither it, nor its Subsidiaries, are currently bound by any agreement relating to an Alternative Transaction and that the execution of this Agreement does not and will not violate any agreement by which the Issuer, the other Note Parties, or any of their other Subsidiaries are bound or to which any of their respective assets are subject. (d) During the Restricted Period, the Issuer and the other Note Parties agree to negotiate in good faith to execute and implement definitive legal documents to consummate a Transaction. (e) The Issuer, the other Note Parties, their Subsidiaries, and their respective partners, affiliates or representatives shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person or Persons (other than Holder) conducted on or prior to the date hereof in connection with any Alternative Transaction and immediately terminate access to any non-public information of the Issuer, the other Note Parties, and their Subsidiaries, including, for the avoidance of doubt, terminating access to any physical or online data room. (f) If a bona fide unsolicited Competing Offer is made to the Issuer, such Competing Offer did not, directly or indirectly result from or arise out of a breach of Section 5.3, and the board of directors of the Issuer determines, after consultation with the Company’s outside financial and legal advisors, that the Competing Offer is a Superior Proposal and the failure to take such action with respect thereto would reasonably be expected to be violate the directors responsibility under the Irish Takeover Rules, Issuer shall without undue delay promptly inform the Holder in writing of the Competing Offer and detail the terms that make the Competing Offer a Superior Proposal and the identity of the Person or Persons making such Superior Proposal (including providing the Holder with a copy of the Superior Proposal). During a period of ten (10)
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-10- relating to facts currently in existence (individually, a “Claim” and collectively, “Claims”) of every kind and nature, known or unknown, suspected or unsuspected, at law or in equity, which any Releasing Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date of this Note, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Note, any of the other Notes Documents or any of the transactions hereunder or thereunder. Releasing Parties hereby represent to the Releasees that they have not assigned or transferred any interest in any Claims against any Releasee prior to the date hereof. Each Note Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Note Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. (b) Each Note Party hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by or on behalf of any Person, including, without limitation, the respective officers, directors, agents, trustees, creditors, partners or shareholders of the Issuer, any other Note Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect of any claim for legal or equitable remedy under any statue, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Note, the other Notes Documents, this Agreement, or any other document executed and/or delivered in connection herewith or therewith; provided, that neither the Issuer nor any other Note Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Note Party agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable Law. The foregoing indemnity shall survive the termination of this Agreement, the Note, the other Notes Documents and the payment in full of the Obligations. (c) All parties hereto shall be deemed to have waived any and all provisions, rights, or benefits conferred by Section 1542 of the California Civil Code, and any statute rule and legal doctrine similar, comparable, or equivalent to Section 1542 of the California Civil Code (and any comparable applicable statutes), which provides that: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
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-13- original were executed, and may be executed in any number of counterparts, but all of such counterparts will together constitute but one and the same agreement. No party hereto or to any such other Notes Document shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that any signature or agreement or amendment was transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. [Signature Pages Follow]
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[Signature Page to Forbearance Agreement] IN WITNESS WHEREOF, this Agreement is executed and delivered as of the day and year first above written. NOTE PARTIES: MARIADB PLC, as the Issuer By /s/ Xxxx X’Xxxxx Name Xxxx X’Xxxxx Title CEO MARIADB USA, INC., as a Guarantor By /s/ Xxxx X’Xxxxx Name Xxxx X’Xxxxx Title CEO MARIADB CANADA CORP., as a Guarantor By /s/ Xxxx X’Xxxxx Name Xxxx X’Xxxxx Title CEO MARIADB UK LTD, as a Guarantor By /s/ Xxxxx XxXxxxxx Name Xxxxx XxXxxxxx Title CFO MARIADB BULGARIA EOOD, as a Guarantor By /s/ Xxxx X’Xxxxx Name Xxxx X’Xxxxx Title CEO
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[Signature Page to Forbearance Agreement] AGENT: RP VENTURES LLC, as Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Person HOLDER: RP VENTURES LLC, as Holder By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Person
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EXHIBIT A to FORBEARANCE AGREEMENT Existing Defaults 1. The Note Parties’ failure to pay on the Maturity Date the entire unpaid principal amount, together with all accrued unpaid interest, due under the Note, resulting in an Event of Default under Section 15.1 of the Note. 2. The Note Parties’ failure to comply with Section 12.4 of the Note as a result of their failure to close, and/or provide evidence of such closure to the Agent, of the Deposit Account ending 1688 located at Bank of America, N.A., resulting in an Event of Default under Section 15.5 of the Note. 3. The Note Parties’ failure to comply with Section 12.5.3 of the Note as a result of, prior to the date required by Section 12.5.3 and without the Agent’s prior written consent, one or more of the Note Parties having failed to provide the Holder with notice of the Potential Proposal within twenty-four (24) hours, resulting in an Event of Default under Section 15.5 of the Note. 4. The Note Parties’ failure to comply with Section 12.11 of the Note as a result of the Note Parties’ failure to satisfy the Agent’s request for an additional insured and lender’s loss payee endorsement, resulting in an Event of Default under Section 15.5 of the Note. 5. The Note Parties’ failure to comply with Section 12.11 of the Note as a result of the Note Parties’ failure to satisfy the Agent’s request for a security agreement concerning the Note Parties’ Trademarks, resulting in an Event of Default under Section 15.5 of the Note. 6. The Note Parties’ failure to comply with Section 13.10 of the Note as a result of the Note Parties’ failure to cause a Control Agreement to be executed within five (5) days of the Closing Date (or such longer date as Agent may agree in its sole discretion) with respect to Note Parties’ Deposit Accounts and each other deposit, securities or commodities account of the Note Parties, resulting in an Event of Default under Section 15.5 of the Note. 7. The Note Parties’ failure to comply with Section 19 of the Note as a result of the Note Parties’ failure to pay or reimburse the Agent and the Holder for all out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, execution, consummation, administration, modification and enforcement of the Note Documents, including without limitation all legal fees and expenses and other disbursements and charges within five (5) Business Days after the Agent’s written demand, resulting in an Event of Default under Section 15.5 of the Note. 8. The Note Parties’ failure to timely give notice of each of the above-referenced Defaults and Events of Default in accordance with Section 12.2.1 of the Note, resulting in additional Event(s) of Default under Section 15.5 of the Note.