ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
This Assignment, Assumption and Amendment Agreement (this Agreement) is made as of September 30, 2021, by and among Cerberus Telecom Acquisition Corp., a Delaware corporation (the Company), KORE Group Holdings, Inc., a Delaware corporation (Pubco), and Continental Stock Transfer & Trust Company, a New York corporation (the Warrant Agent).
WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of April 3, 2019, and filed with the United States Securities and Exchange Commission on October 26, 2020 (the Existing Warrant Agreement; capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Existing Warrant Agreement);
WHEREAS, pursuant to the Existing Warrant Agreement, the Company issued (a) 272,779 warrants to the Sponsor (collectively, the Private Placement Warrants) to purchase shares of the Companys Class A ordinary shares, par value $0.0001 per share (Ordinary Shares), simultaneously with the closing of the Offering, with each Private Placement Warrant being exercisable for one Ordinary Share and with an exercise price of $11.50 per share and (b) 9,583,333 warrants to public investors in the Offering (collectively, the Public Warrants) to purchase Ordinary Shares, with each whole Public Warrant being exercisable for one Ordinary Share and with an exercise price of $11.50 per share;
WHEREAS, on March 12, 2021, an Agreement and Plan of Merger, (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the Merger Agreement), was entered into by and among the Company, Pubco, 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. (KORE), a Delaware corporation;
WHEREAS, the Merger Agreement provides, among other things, that (i) on the day immediately prior to the Closing Date (as defined in the Merger Agreement), the Company will merge with and into LLC Merger Sub (the Pubco Merger), with LLC Merger Sub being the surviving entity of the Pubco Merger and Pubco as parent of the surviving entity, (ii) on the Closing Date and immediately prior to the First Merger (as defined below), Sponsor will contribute 100% of its equity interests in Corp Merger Sub to Pubco (the Corp Merger Sub Contribution), as a result of which Corp Merger Sub will become a wholly owned subsidiary of Pubco, (iii) following the Corp Merger Sub Contribution, Corp Merger Sub will merge with and into KORE (the First Merger), with KORE being the surviving corporation of the First Merger, (iv) immediately following the First Merger and as part of the same overall transaction as the First Merger, KORE will merge with and into LLC Merger Sub (the Second Merger and, together with the First Merger, being collectively referred to as the Mergers), with LLC Merger Sub being the surviving entity of the Second Merger and Pubco being the sole member of LLC Merger Sub, and (v) each Company Warrant issued and outstanding immediately prior to the Pubco Merger will automatically become a Pubco Warrant exercisable (where a whole Pubco Warrant) for one share of Pubco Common Stock at the same exercise price per share and on the same terms in effect immediately prior to the Pubco Merger, and the rights and obligations of the Company under the Warrant Agreement will be irrevocably assigned and assumed by Pubco;