AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG SIERRA HOLDINGS CORP., TPG PARTNERS V, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P., SILVER LAKE PARTNERS II, L.P., SILVER LAKE TECHNOLOGY INVESTORS II, L.P., SILVER LAKE PARTNERS III,...Registration Rights Agreement • June 9th, 2011 • Avaya Holdings Corp. • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of December 18, 2009, by and among Sierra Holdings Corp., a Delaware corporation (“Holdings”) (together with its successors, the “Company”), TPG Partners V, L.P. (“TPG V”), TPG FOF V-A, L.P. (“TPG FOF A”), TPG FOF V-B, L.P. (“TPG FOF B” and together with TPG V and TPG FOF A, “TPG”), Silver Lake Partners II, L.P. (“Silver Lake II”), Silver Lake Technology Investors II, L.P. (“Silver Lake Tech II”), Silver Lake Partners III, L.P. (“Silver Lake III”), Silver Lake Technology Investors III, L.P. (“Silver Lake Tech III”) and together with Silver Lake II, Silver Lake Tech II and Silver Lake III, “Silver Lake”), Sierra Co-Invest, LLC (“Co-Invest”) and Sierra Co-Invest II, LLC (“Co-Invest II”), amending and restating the Registration Rights Agreement, dated as of October 26, 2007, by and among the Company, TPG, Silver Lake and Co-Invest.
FORM OF WARRANTWarrant Agreement • June 9th, 2011 • Avaya Holdings Corp. • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE HOLDER).
SENIOR MANAGER REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENTSenior Manager Registration and Preemptive Rights Agreement • June 9th, 2011 • Avaya Holdings Corp. • New York
This SENIOR MANAGER REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2007, is by and among Sierra Holdings Corp. (the “Company”) and the individuals listed on Schedule A attached hereto (each such individual, a “Senior Manager” and collectively, the “Senior Managers”) that may become a party to this agreement from time to time in accordance with the provisions hereof.
MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders' Agreement • June 9th, 2011 • Avaya Holdings Corp. • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of October 26, 2007, is by and among Sierra Holdings Corp. (“Parent”), the Majority Stockholders (as defined below) and the individuals listed on Schedule A attached hereto (each such individual, a “Management Stockholder” and collectively, the “Management Stockholders”), and each Management Transferee (as defined below) that may become a party to this agreement from time to time in accordance with the provisions hereof.
