REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (as amended from time to time, this Agreement) is dated as of [●], 2020, and is by and between Mavenir plc, a public limited company organized under the laws of England and Wales (the Company), and the Siris Parties (as defined below).
In this Agreement:
DTC has the meaning set forth in Section 4.3(i).
Exchange Act means the Securities Exchange Act of 1934, as amended.
IPO means the firm commitment underwritten registered public offering of the Companys shares in connection with which the shares first becomes listed on the NYSE or The NASDAQ Stock Market.
NewCo has the meaning set forth in Section 6.1(d).
Securities Act means the Securities Act of 1933, as amended.
Shareholders means collectively, the Siris Parties, and individually, a Shareholder. References to a Shareholder include all of its affiliated private equity funds, co-invest and side-by-side entities, and other affiliated investment vehicles that hold shares. References to Shareholders also include each transferee to whom such Shareholder transfers shares and related rights under this Agreement in accordance with Section 6.1.
shares means the Class A Ordinary Shares, par value $0.001 per share, and Class B ordinary shares, par value $0.001 per share, of the Company, and any securities issued in respect thereof, or in substitution therefor, in connection with any share split, dividend or combination, or any conversion, reclassification, recapitalization, merger, consolidation or similar transaction. Shares held by or on behalf of a Shareholder which are not subject to a Securities Act restrictive legend, which shares may be resold freely without registration under the Securities Act and without limitation on time, volume or manner of sale, will not be considered shares for purposes of the demand and piggyback provisions of this Agreement, provided that, notwithstanding the absence of any such legend, shares held by any Shareholder that, together with its affiliates, is required to file or to be named in a report on Schedule 13D or 13G under the Exchange Act shall continue to be treated as shares for purposes of this Agreement.
Siris Parties means, collectively (i) Mavenir Private Holdings I Ltd. and (ii) each transferee to whom such Siris Party transfers shares and related rights under this Agreement in accordance with Section 6.1 and their affiliated private equity funds, co-invest and side-by-side entities, and other affiliated investment vehicles that hold shares, as defined below.
Transfer Agent has the meaning set forth in Section 4.3(i).