Mavenir Systems Inc Sample Contracts

] Shares MAVENIR SYSTEMS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • July 28th, 2014 • Mavenir Systems Inc • Computer communications equipment • New York
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Contract
Mavenir Systems Inc • October 4th, 2013 • 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.

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 10th, 2014 • Mavenir Systems Inc • Computer communications equipment

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 6, 2014 (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”), (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 number 04388973 whose registered office is at 76 Wall

AGREEMENT AND PLAN OF MERGER BY AND AMONG MAVENIR SYSTEMS, INC., MITEL NETWORKS CORPORATION, and ROADSTER SUBSIDIARY CORPORATION February 28, 2015
Agreement and Plan of Merger • March 2nd, 2015 • Mavenir Systems Inc • Computer communications equipment • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 28, 2015, is entered into by and among MAVENIR SYSTEMS, INC., a Delaware corporation (the “Company”), MITEL NETWORKS CORPORATION, a Canadian corporation (“Parent”), and ROADSTER SUBSIDIARY CORPORATION, a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”).

Contract
Mavenir Systems Inc • October 4th, 2013 • 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 AGREEMENT
Employment Agreement • April 1st, 2015 • Mavenir Systems Inc • Computer communications equipment • Texas

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 25th day of February, 2015 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 AGREEMENT
Subordinated 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:

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 AGREEMENT
Intellectual 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 AGREEMENT
Participation 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 Contract
Agreement • October 4th, 2013 • Mavenir Systems Inc • Computer communications equipment
MAVENIR SYSTEMS, INC. INDEMNIFICATION AGREEMENT
Indemnification 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”).

COMMERCIAL LEASE AGREEMENT
Commercial 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 • 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 AGREEMENT
Senior 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.
Stock Plan • 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.

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. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 26, 2011
Adoption 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”).

MAVENIR SYSTEMS, INC. EMPLOYMENT, CONFIDENTIAL INFORMATION, AND INVENTION ASSIGNMENT AGREEMENT
Assignment 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”):

Contract
Mavenir Systems Inc • October 4th, 2013 • 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.

Contract
Mavenir Systems Inc • October 4th, 2013 • 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.

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MAVENIR SYSTEMS, INC. OMNIBUS AMENDMENT TO STOCK OPTION AGREEMENTS
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

STOCK PURCHASE AGREEMENT By and Among, MAVENIR SYSTEMS, INC., MAVENIR HOLDINGS, INC., ULTICOM, INC., UTAH HOLDING CORPORATION And THE SELLERS NAMED HEREIN
Stock Purchase Agreement • January 20th, 2015 • Mavenir Systems Inc • Computer communications equipment • Delaware

This STOCK PURCHASE AGREEMENT (together with the Schedules and Exhibits attached hereto, this “Agreement”), dated as of January 12, 2015 (the “Agreement Date”), is entered into by and among Ulticom, Inc., a New Jersey corporation (the “Company”), Utah Holding Corporation, a Delaware corporation (“Utah Holding”), the entities listed on the signature pages attached hereto as the “Sellers” (“Sellers” and each a “Seller”), Mavenir Holdings, Inc. (“Mavenir Holdings”) and Mavenir Systems, Inc., a Delaware corporation (the “Buyer”). Capitalized terms used in this Agreement are defined or otherwise referenced in Section 10.1 of this Agreement.

SECOND LOAN MODIFICATION TO SENIOR LOAN AND SECURITY AGREEMENT
Senior Loan and Security Agreement • 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

CONSENT AND THIRD LOAN MODIFICATION AGREEMENT
Consent and Third Loan Modification Agreement • March 3rd, 2015 • Mavenir Systems Inc • Computer communications equipment

This Consent and Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of January 16, 2015 (the “Third Loan Modification 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”), (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

FIRST LOAN MODIFICATION TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 28th, 2014 • Mavenir Systems Inc • Computer communications equipment

This First Loan Modification to Amended and Restated Loan and Security Agreement (this “Loan Modification Agreement”) is entered into as of July 25, 2014 (“First Loan Modification 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”), (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 a

MAVENIR SYSTEMS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 15, 2014
Adoption Agreement • July 15th, 2014 • Mavenir Systems Inc • Computer communications equipment • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of July 15, 2014, 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 May 26, 2011 (the “Prior Agreement”).

AGREEMENT AND PLAN OF MERGER By and Among, MAVENIR SYSTEMS, INC., STORM MERGER SUB, INC., STOKE, INC., CERTAIN EQUITYHOLDERS OF STOKE, INC., And THE EQUITYHOLDERS’ REPRESENTATIVE (AS DEFINED HEREIN) Dated as of November 12, 2014
Agreement and Plan of Merger • November 21st, 2014 • Mavenir Systems Inc • Computer communications equipment • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of November 12, 2014 (together with the Schedules and Exhibits attached hereto, this “Agreement”), is entered into by and among Stoke, Inc., a Delaware corporation (the “Company”), the Equityholders who have executed and delivered this Agreement, any other Person who becomes a party to this Agreement by executing and delivering a Letter of Transmittal, Fortis Advisors LLC, solely in its capacity as the Equityholders’ Representative, Mavenir Systems, Inc., a Delaware corporation (the “Buyer”), and Storm Merger Sub, Inc. (“Newco”), a Delaware corporation and a direct wholly-owned subsidiary of Mavenir Holdings, Inc. (“Holdings”) and an indirect wholly-owned subsidiary of Buyer. Capitalized terms used in this Agreement are defined or otherwise referenced in Section 11.1 of this Agreement.

CONSENT, JOINDER AND SECOND LOAN MODIFICATION AGREEMENT
Joinder and Second Loan Modification Agreement • March 3rd, 2015 • Mavenir Systems Inc • Computer communications equipment

This Consent, Joinder and Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November 19, 2014 (the “Second Loan Modification 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”), (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 un

Contract
Mavenir Systems Inc • September 23rd, 2013 • Computer communications equipment
JOINDER AND FIRST LOAN MODIFICATION TO SUBORDINATED LOAN AND SECURITY AGREEMENT
Subordinated Loan and Security Agreement • April 10th, 2013 • Mavenir Systems Inc • Computer communications equipment

This Joinder and First Loan Modification to Subordinated Loan and Security Agreement (this “Agreement”) is entered into as of February 13, 2013 (“First 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”), MAVENIR HOLDINGS, INC., a Delaware corporation (“Holdings”), MAVENIR SYSTEMS IP HOLDINGS, LLC, a Delaware corporation (“Mavenir IP”, and together with Mavenir and Holdings, individually and collectively, jointly and severally, the “Borrower”) each with offices located at 1651 North Glenville Drive, Suite 216, Richardson, Texas 75081, (iii) 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”),

SECOND LOAN MODIFICATION TO SUBORDINATED LOAN AND SECURITY AGREEMENT
Subordinated Loan and Security Agreement • 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 PARTICIPATION AGREEMENT
Participation Agreement • December 20th, 2012 • Mavenir Systems Inc • Computer communications equipment • England and Wales

This Participation Agreement (the “Agreement”) is entered into as of 28th June, 2011, following Mavenir Systems Acquisition of Airwide Solutions inc on 26th May 2011 (the “Effective Date”), by and between Mavenir Systems inc (on behalf of airwide solutions inc.), a Delaware corporation (the “Company”), and Carolyn Turner (“Employee”). Employee is employed by Airwide Solutions UK Limited (“Employer”). 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.

JOINDER AND FIRST LOAN MODIFICATION TO SENIOR LOAN AND SECURITY AGREEMENT
Senior Loan and Security Agreement • April 10th, 2013 • Mavenir Systems Inc • Computer communications equipment

This Joinder and First Loan Modification to Senior Loan and Security Agreement (this “Agreement”) is entered into as of February 13, 2013 (“First 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”), MAVENIR HOLDINGS, INC., a Delaware corporation, (“Holdings”), MAVENIR SYSTEMS IP HOLDINGS, LLC, a Delaware corporation (“Mavenir IP”, and together with Mavenir and Holdings, individually and collectively, jointly and severally, the “Borrower”) each with offices located at 1651 North Glenville Drive, Suite 216, Richardson, Texas 75081, (iii) 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”), (iv)

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