ContractWarrant Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
MAVENIR SYSTEMS, INC.Stock Option Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Texas
Unless otherwise defined herein, the terms defined in the 2005 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 18th day of December, 2012 between Mavenir Systems, Inc., a Delaware corporation (the “Company”), and Pardeep Kohli, an individual resident of the State of Texas (“Executive”).
SUBORDINATED LOAN AND SECURITY AGREEMENTSubordinated Loan and Security Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Texas
THIS SUBORDINATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 18, 2012 (the “Effective Date”) by and among (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 14185 Dallas Parkway, Suite 760, Dallas TX 75254 (“Bank”), (ii) MAVENIR SYSTEMS, INC., a Delaware corporation (“Mavenir”) and (iii) MAVENIR HOLDINGS, INC., a Delaware corporation, (“Holdings”, and together with Mavenir, individually and collectively, jointly and severally, the “Borrower”) each with offices located at 1651 North Glenville Drive, Suite 216, Richardson, Texas 75081, provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
MAVENIR SYSTEMS, INC.Stock Option Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Texas
Unless otherwise defined herein, the terms defined in the 2005 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
MAVENIR SYSTEMS, INC. EMPLOYMENT, CONFIDENTIAL INFORMATION, AND INVENTION ASSIGNMENT AGREEMENTEmployment Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Texas
As a condition of my employment with Mavenir Systems, Inc., a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”) and in consideration of my receipt of confidential information upon execution of this Agreement and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following terms and conditions of this Employment, Confidential Information, and Invention Assignment Agreement (the “Agreement”) which shall be effective as of the date set forth in the signature block (“Effective Date”):
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Texas
MAVENIR SYSTEMS, INC.Stock Option Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Delaware
Unless otherwise defined herein, the terms defined in the 2005 Stock Plan shall have the same defined meanings in this Option Agreement.
LOAN AND SECURITY AGREEMENT (Growth Capital Loan)Loan and Security Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • New York
This LOAN AND SECURITY AGREEMENT, dated as of June 4, 2013 (this “Agreement”), is entered by and among MAVENIR SYSTEMS, INC., a Delaware corporation (“Mavenir”), MAVENIR HOLDINGS, INC., a Delaware corporation (“Holdings”), MAVENIR SYSTEMS IP HOLDINGS, LLC, a Delaware limited liability company (“Mavenir IP”, and together with Mavenir and Holdings, individually and collectively, jointly and severally, “Borrower”), SILVER LAKE WATERMAN FUND, L.P., a Delaware limited partnership, as agent (“Agent”) for the lenders identified on Schedule 1 hereto (such lenders, together with their respective successors and assigns are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and the Lenders.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of October 18, 2012 by and among SILICON VALLEY BANK, a California corporation with a loan production office located at 14185 Dallas Parkway, Suite 760, Dallas TX 75254 (“Bank”), MAVENIR SYSTEMS, INC., a Delaware corporation (“Mavenir”), MAVENIR HOLDINGS, INC., a Delaware corporation, (“Holdings” and together with Mavenir, individually and collectively, jointly and severally, the “Grantor”) each with offices located at 1651 North Glenville Drive, Suite 216, Richardson, Texas 75081.
MAVENIR SOLUTIONS, INC. PARTICIPATION AGREEMENT PARTICIPATION AGREEMENTParticipation Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Texas
This Participation Agreement (the “Agreement”) is entered into as of 27th, June, 2011, following Mavenir Systems Acquisition of Airwide Solutions on 26th May 2011 (the “Effective Date”) by and between Mavenir Solutions inc. (on behalf of airwide solutions inc)., a Delaware corporation (the “Company”), and Terence McCabe (“Employee”). Attached is a copy of the Company’s Incentive Bonus Plan (the “Plan”). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Plan.
Without Prejudice and Subject to ContractEmployment Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment
MAVENIR SYSTEMS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Delaware
This Indemnification Agreement (“Agreement”) is effective as of [ , 20 ], by and between Mavenir Systems, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
MAVENIR SYSTEMS, INC.Stock Option Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Texas
Unless otherwise defined herein, the terms defined in the 2005 Stock Plan will have the same defined meanings in this Stock Option Agreement.
SENIOR LOAN AND SECURITY AGREEMENTSenior Loan and Security Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Texas
THIS SENIOR LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 18, 2012 (the “Effective Date”) by and among (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 14185 Dallas Parkway, Suite 760, Dallas TX 75254 (“Bank”), (ii) MAVENIR SYSTEMS, INC., a Delaware corporation (“Mavenir”) and (iii) MAVENIR HOLDINGS, INC., a Delaware corporation, (“Holdings”, and together with Mavenir, individually and collectively, jointly and severally, the “Borrower”) each with offices located at 1651 North Glenville Drive, Suite 216, Richardson, Texas 75081, provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
MAVENIR SYSTEMS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 26, 2011Investors’ Rights Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of May 26, 2011, by and among Mavenir Systems, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”) and certain holders of the Company’s Common Stock listed on Schedule B hereto (each, a “Common Holder” and collectively, the “Common Holders”). This Agreement amends, supersedes and replaces the Company’s Amended and Restated Investors’ Rights Agreement, dated June 3, 2010 (the “Prior Agreement”).
ContractWarrant Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
ContractWarrant Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
MAVENIR SYSTEMS, INC. OMNIBUS AMENDMENT TO STOCK OPTION AGREEMENTSOmnibus Amendment to Stock Option Agreements • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Texas
single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company’s existing stockholders; or
SECOND LOAN MODIFICATION TO SENIOR LOAN AND SECURITY AGREEMENTLoan Modification • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment
This Second Loan Modification to Senior Loan and Security Agreement (this “Agreement”) is entered into as of June 4, 2013 (“Second Loan Modification Effective Date”), by and between (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 14185 Dallas Parkway, Suite 760, Dallas TX 75254 (“Bank”), (ii) MA VENIR SYSTEMS, INC., a Delaware corporation (“Mavenir”), (iii) MAVENIR HOLDINGS, INC., a Delaware corporation (“Holdings”), (iv) MA VENIR SYSTEMS IP HOLDINGS, LLC, a Delaware limited liability company (“Mavenir IP”) each with offices located at 1700 International Parkway, Suite 200, Richardson, TX 75081, (v) MA VENIR SYSTEMS HOLDINGS LIMITED, a company registered under the laws of England and Wales under company number 05181808 whose registered office is at 76 Wallingford Road, Shillingford, Oxfordshire OX10 7EU, United Kingdom (“U.K. Holdings”), (vi) MAVENIR SYSTEMS UK LIMITED, a company registered under the laws of England and Wales under company num
SECOND LOAN MODIFICATION TO SUBORDINATED LOAN AND SECURITY AGREEMENTLoan Modification • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment
This Second Loan Modification to Subordinated Loan and Security Agreement (this “Agreement”) is entered into as of June 4, 2013 (“Second Loan Modification Effective Date”), by and between (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 14185 Dallas Parkway, Suite 760, Dallas TX 75254 (“Bank”), (ii) MAVENIR SYSTEMS, INC., a Delaware corporation (“Mavenir”), (iii) MAVENIR HOLDINGS, INC., a Delaware corporation (“Holdings”), (iv) MAVENIR SYSTEMS IP HOLDINGS, LLC, a Delaware limited liability company (“Mavenir IP”) each with offices located at 1700 International Parkway, Suite 200, Richardson, TX 75081, (v) MAVENIR SYSTEMS HOLDINGS LIMITED, a company registered under the laws of England and Wales under company number 05181808 whose registered office is at 76 Wallingford Road, Shillingford, Oxfordshire OX10 7EU, United Kingdom (“U.K. Holdings”), (vi) MAVENIR SYSTEMS UK LIMITED, a company registered under the laws of England and Wales under company
MAVENIR SYSTEMS, INC. OMNIBUS AMENDMENT TO STOCK OPTION AGREEMENTSOmnibus Amendment to Stock Option Agreements • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment • Texas
Notwithstanding the foregoing, solely with respect to any Award that is subject to Section 409A of the Internal Revenue Code and payable upon a Change of Control, the term “Change of Control” shall mean an event described in one or more of the foregoing provisions of this definition, but only if it also constitutes a “change of control event” within the meaning of Treas. Reg. §1.409A-3(i)(5).
