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 2028Indenture • December 2nd, 2021 • KORE Group Holdings, Inc. • 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).
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 December 21, 2018 among KORE WIRELESS GROUP INC., as the Borrower, MAPLE INTERMEDIATE HOLDINGS INC., as Holdings, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent, THE LENDERS PARTY HERETO, and UBS...Credit Agreement • December 2nd, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone)
This CREDIT AGREEMENT is entered into as of December 21, 2018, by and among KORE WIRELESS GROUP INC., a Delaware corporation (the “Borrower”), MAPLE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), UBS AG, STAMFORD BRANCH (“UBS”), as Administrative Agent, Collateral Agent and as an L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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.
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).
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”)).
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.”
AMENDMENT TO PURCHASE AGREEMENTPurchase 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 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”).
