0001193125-17-370544 Sample Contracts

WARRANT AGREEMENT between AVAYA HOLDINGS CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Warrant Agent Dated as of December 15, 2017 Warrants To Purchase Common Stock
Warrant Agreement • December 15th, 2017 • Avaya Holdings Corp. • Telephone & telegraph apparatus • New York

This WARRANT AGREEMENT (as may be supplemented, amended or amended and restated pursuant to the applicable provisions hereof, this “Agreement”), dated as of December 15, 2017, between Avaya Holdings Corp., a Delaware corporation (referred to herein as the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (referred to herein as the “Warrant Agent”). Capitalized terms that are used in this Agreement shall have the meanings set forth in Section 1 hereof.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 15th, 2017 • Avaya Holdings Corp. • Telephone & telegraph apparatus • North Carolina

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 13th day of November, 2017, and will be effective as of the effective date of Avaya Inc.’s Chapter 11 Plan (the “Effective Date”), by and between James Chirico (“Executive”) and Avaya Inc. (“Employer”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 15th, 2017 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2017, is entered into by and among Avaya Holdings Corp., a Delaware corporation (the “Company”), the Persons who are signatories to this Agreement on the signature pages hereto and the other Persons who become signatories hereto following the date hereof (collectively, “Holders”).

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