Intellectual Property Security Agreement



 Exhibit 10.28 
 INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 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. 
 RECITALS 
 A. Bank has agreed to make certain advances of money and to extend certain financial accommodation to Grantor (the “Loans”) in the amounts and manner set forth in
(i) that certain Senior Loan and Security Agreement by and among Bank and Grantor, dated as of October 18, 2012 (the “Senior Loan Agreement”) and (ii) that certain Subordinated Loan and Security
Agreement by and among Bank and Grantor, dated as of October 18, 2012 (the “Subordinated Loan Agreement” and together with the Senior Loan Agreement, each as the same may be amended, modified or supplemented from
time to time, collectively the “Loan Agreements”; capitalized terms used herein are used as defined in the Loan Agreement). Bank is willing to make the Loans to Grantor, but only upon the condition, among others, that
Grantor shall grant to Bank a security interest in certain Copyrights, Trademarks, Patents, and Mask Works (as each term is described below) to secure the obligations of Grantor under the Loan Agreements. 

B. Pursuant to the terms of the Loan Agreements, Grantor has granted to Bank a security interest in all of Grantor’s right, title
and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral. 
 C. Bank’s
security interest in the assets of Grantor securing the Obligations of Grantor to Bank under the Subordinated Loan Agreement shall be junior and subordinate to Bank’s security interest in the assets of Grantor securing the Obligations of
Grantor under the Senior Loan Agreement. 
 NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, and intending to be legally bound, as collateral security for the prompt and complete payment when due of its obligations under the Loan Agreements, Grantor hereby represents, warrants, covenants and agrees as follows: 

AGREEMENT 

To secure its obligations under the Loan Agreements, Grantor grants and pledges to Bank a security interest in all of Grantor’s
right, title and interest in, to and under its intellectual property (all of which shall collectively be called the “Intellectual Property Collateral”), including, without limitation, the following: 

1. Any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and
derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held, including without limitation those set forth on Exhibit A attached
hereto (collectively, the “Copyrights”); 







 2. Any and all trade secrets, and any and all intellectual property rights in computer
software and computer software products now or hereafter existing, created, acquired or held; 
 3. Any and all design rights
that may be available to Grantor now or hereafter existing, created, acquired or held; 
 4. All patents, patent applications
and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on
Exhibit B attached hereto (collectively, the “Patents”); 
 5. Any trademark and servicemark rights,
whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Grantor connected with and symbolized by such trademarks, including without limitation those set forth
on Exhibit C attached hereto (collectively, the “Trademarks”); 
 6. All mask works or similar rights
available for the protection of semiconductor chips, now owned or hereafter acquired, including, without limitation those set forth on Exhibit D attached hereto (collectively, the “Mask Works”); 

7. Any and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right,
but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above; 
 8. All licenses or other rights to use any of the Copyrights, Patents, Trademarks, or Mask Works and all license fees and royalties arising from such use to the extent permitted by such license or rights;

 9. All amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and

 10. All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or
warranty payable in respect of any of the foregoing. 
 Notwithstanding the foregoing, the security interest shall not apply to
any Excluded Property (as defined in the Loan Agreement). 
 This security interest is granted in conjunction with the security
interest granted to Bank under the Loan Agreements. The rights and remedies of Bank with respect to the security interest granted hereby are in addition to those set forth in the Loan Agreements and the other Loan Documents, and those which are now
or hereafter available to Bank as a matter of law or equity. Each right, power and remedy of Bank provided for herein or in the Loan Agreement or any of the Loan Documents, or now or hereafter existing at law or in equity shall be cumulative and
concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Bank of any one or more of the rights, powers or remedies provided for in this Intellectual Property Security Agreement, the Loan Agreements
or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including Bank, of any or all other rights, powers or remedies. 

  
 2 








 [Signature page follows.] 

  
 3 








 IN WITNESS WHEREOF, the parties have caused this Intellectual Property
Security Agreement to be executed as a sealed instrument under the laws of the State of New York, as of the first date written above. 
  

							
		 		 	GRANTORS:
			
	 Address of Grantor:
	 		 	MAVENIR SYSTEMS, INC.
			
	  
 Mavenir Systems,
Inc.
	 		 	
	 14185 Dallas Parkway, Suite 760

Dallas TX 75254
 Attn: Sam Garrett, General Counsel
	 		 	By	 	/s/ Terry Hungle
	 		 	Name:	 	Terry Hungle
	 		 	Title:	 	Chief Financial Officer

  

							
		 		 	MAVENIR HOLDINGS, INC.
	  
 Mavenir Holdings, Inc.
	 		 	
	14185 Dallas Parkway, Suite 760	 		 	By	 	/s/ Terry Hungle
	Dallas TX 75254	 		 	Name:	 	Terry Hungle
	Attn: Sam Garrett, General Counsel	 		 	Title:	 	Secretary and Chief Financial Officer

 [Signature Page to IP Security Agreement] 








							
		 		 	BANK:
			
	 Address of Bank:
	 		 	SILICON VALLEY BANK
				
	 Silicon Valley Bank
	 		 	By:	 	/s/ Jennifer Bentley
	 14185 Dallas Parkway, Suite 780
	 		 	Name:	 	Jennifer Bentley
	 Dallas, Texas 75254
	 		 	Title:	 	Relationship Manager
	 Attn: Jennifer Bentley

Fax: (972) 212-7289

Email: jbentley@svb.com
	 		 		 	

 [Signature Page to IP Security Agreement] 







 EXHIBIT A 
 Copyrights 
  

					
	Description	  	 Registration/
 Application 
 Number
	  	 Registration/
 Application 
 Date

	 None
	  		  	








 EXHIBIT B 
 US Patents 
  

													
	 TITLE
	  	Application
Number	 	  	 Application

Date
	  	Patent
Number	 	  	 Patent

Date

	 AUTHENTICATION INTERWORKING
	  	 	11/550,343	  	  	17-Oct-06	  				  	
					
	 PROVIDING MOBILE CORE SERVICES INDEPENDENT OF A MOBILE DEVICE
	  	 	11/550,334	  	  	17-Oct-06	  	 	7,813,730	  	  	12-Oct-10
					
	 DISCOVERING CELLULAR NETWORK ELEMENTS
	  	 	12/119,633	  	  	13-May-08	  				  	
					
	 ACCESSING CORE NETWORK SERVICES
	  	 	12/417,486	  	  	2-Apr-09	  				  	
					
	 PROVIDING ENHANCED EDGE SERVICES TO DEVICES IN FEMTOZONES
	  	 	12/510,992	  	  	28-Jul-09	  				  	
					
	 SWITCHING DATA STREAMS BETWEEN CORE NETWORKS
	  	 	12/846,718	  	  	29-Jul-10	  				  	
					
	 INTERNETWORKING FOR CIRCUIT SWITCHED FALLBACK
	  	 	13/480,792	  	  	25-May-12	  				  	
					
	 CONTEXT-SENSITIVE MULTIMEDIA MESSAGE SERVICE RESPONSE
	  	 	11/234,648	  	  	23-Sep-05	  				  	
					
	 METHOD FOR PROCESSING A MESSAGE
	  	 	11/559,463	  	  	14-Nov-06	  	 	8,073,473	  	  	6-Dec-11
					
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	11/351,566	  	  	10-Feb-06	  	 	7,774,006	  	  	20-Aug-10
					
	 APPARATUS AND METHOD FOR ROUTING MULTIMEDIA MESSAGES BETWEEN A USER AGENT AND MULTIPLE MULTIMEDIA MESSAGE SERVICE
CENTERS
	  	 	10/747,366	  	  	23/30/3003	  	 	7,649,895	  	  	19-Jan-10
					
	 MEASURING MEDIA DISTRIBUTION AND IMPACT IN A MOBILE COMMUNICATION NETWORK
	  	 	11/674,355	  	  	13-Feb-07	  	 	7,760,684	  	  	20-Jul-10
					
	 TERMINAL DEVICE CONTROL SERVER AND METHOD THEREFOR
	  	 	11/849,940	  	  	4-Sep-07	  				  	
					
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	10/164,605	  	  	10-Jun-02	  	 	7,283,539	  	  	16-Oct-07









													
	 METHOD AND APPARATUS FOR PROVIDING SERVICE SELECTION, REDIRECTION AND MANAGING OF SUBSCRIBER ACCESS TO MULTIPLE WAP (WIRELESS
APPLICATION PROTOCOL) GATEWAYS SIMULTANEOUSLY
	  	 	09/933,781	  	  	20-Aug-11	  	 	7,039,037	  	  	2-May-06








 Foreign Patents 

 

															
	 TITLE
	  	Application
Number	 	  	 Application

Date
	  	Patent
Number	 	  	 Patent

Date
	  	 Country

	 INTERNETWORKING FOR CIRCUIT SWITCHED FALLBACK
	  	 
 	PCT/US2012
/039641	  
  	  	25-May-12	  				  		  	WIPO
						
	 APPARATUS AND METHOD FOR PROVIDING A CONTEXT- SENSITIVE MULTIMEDIA MESSAGE SERVICE RESPONSE
	  	 	06790702.2	  	  	19-Sep-06	  				  		  	EP
						
	 METHOD FOR PROCESSING A MESSAGE
	  	 	6804726.5	  	  	14-Nov-06	  				  		  	EP
						
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	07719360.5	  	  	30-Jan-07	  	 	1985071	  	  	2-Mar-11	  	EP
						
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	07719360.5	  	  	30-Jan-07	  	 	1985071	  	  	2-Mar-11	  	ES
						
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	07719360.5	  	  	30-Jan-07	  	 	1985071	  	  	2-Mar-11	  	FI
						
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	07719360.5	  	  	30-Jan-07	  	 	1985071	  	  	2-Mar-11	  	FR
						
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	07719360.5	  	  	30-Jan-07	  	 	1985071	  	  	2-Mar-11	  	GB
						
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	07719360.5	  	  	30-Jan-07	  	 	1985071	  	  	2-Mar-11	  	IE
						
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	07719360.5	  	  	30-Jan-07	  	 	1985071	  	  	2-Mar-11	  	NL
						
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	07719360.5	  	  	30-Jan-07	  	 	1985071	  	  	2-Mar-11	  	PL
						
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	07719360.5	  	  	30-Jan-07	  	 	1985071	  	  	2-Mar-11	  	EP
						
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	07719360.5	  	  	30-Jan-07	  	 	1985071	  	  	2-Mar-11	  	ES









															
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	07719360.5	  	  	30-Jan-07	  	 	1985071	  	  	2-Mar-11	  	CZ
						
	 APPARATUS AND METHOD FOR IMPROVING SHORT MESSAGE SERVICE DEPENDABILITY
	  	 	07719360.5	  	  	30-Jan-07	  	 	1985071	  	  	2-Mar-11	  	DE
						
	 APPARATUS AND METHOD FOR ROUTING MULTIMEDIA MESSAGES BETWEEN A USER AGENT AND MULTIPLE MULTIMEDIA MESSAGE SERVICE
CENTERS
	  	 	20040309859	  	  	30-Dec-04	  	 	20040309859 (B2)	  	  	11-Sep-08	  	AU
						
	 APPARATUS AND METHOD FOR ROUTING MULTIMEDIA MESSAGES BETWEEN A USER AGENT AND MULTIPLE MULTIMEDIA MESSAGE SERVICE
CENTERS
	  	 	04802386.5	  	  	30-Dec-04	  	 	1704683	  	  	11-May-11	  	EP
						
	 APPARATUS AND METHOD FOR ROUTING MULTIMEDIA MESSAGES BETWEEN A USER AGENT AND MULTIPLE MULTIMEDIA MESSAGE SERVICE
CENTERS
	  	 	04802386.5	  	  	30-Dec-04	  	 	1704683	  	  	11-May-11	  	CZ
						
	 APPARATUS AND METHOD FOR ROUTING MULTIMEDIA MESSAGES BETWEEN A USER AGENT AND MULTIPLE MULTIMEDIA MESSAGE SERVICE
CENTERS
	  	 	04802386.5	  	  	30-Dec-04	  	 	1704683	  	  	11-May-11	  	FI
						
	 APPARATUS AND METHOD FOR ROUTING MULTIMEDIA MESSAGES BETWEEN A USER AGENT AND MULTIPLE MULTIMEDIA MESSAGE SERVICE
CENTERS
	  	 	04802386.5	  	  	30-Dec-04	  	 	1704683	  	  	11-May-11	  	FR
						
	 APPARATUS AND METHOD FOR ROUTING MULTIMEDIA MESSAGES BETWEEN A USER AGENT AND MULTIPLE MULTIMEDIA MESSAGE SERVICE
CENTERS
	  	 	04802386.5	  	  	30-Dec-04	  	 	1704683	  	  	11-May-11	  	DE
						
	 APPARATUS AND METHOD FOR ROUTING MULTIMEDIA MESSAGES BETWEEN A USER AGENT AND MULTIPLE MULTIMEDIA MESSAGE SERVICE
CENTERS
	  	 	04802386.5	  	  	30-Dec-04	  	 	1704683	  	  	11-May-11	  	IE









															
	 APPARATUS AND METHOD FOR ROUTING MULTIMEDIA MESSAGES BETWEEN A USER AGENT AND MULTIPLE MULTIMEDIA MESSAGE SERVICE
CENTERS
	  	 	04802386.5	  	  	30-Dec-04	  	 	1704683	  	  	11-May-11	  	NL
						
	 APPARATUS AND METHOD FOR ROUTING MULTIMEDIA MESSAGES BETWEEN A USER AGENT AND MULTIPLE MULTIMEDIA MESSAGE SERVICE
CENTERS
	  	 	04802386.5	  	  	30-Dec-04	  	 	1704683	  	  	11-May-11	  	PL
						
	 APPARATUS AND METHOD FOR ROUTING MULTIMEDIA MESSAGES BETWEEN A USER AGENT AND MULTIPLE MULTIMEDIA MESSAGE SERVICE
CENTERS
	  	 	04802386.5	  	  	30-Dec-04	  	 	1704683	  	  	11-May-11	  	ES
						
	 APPARATUS AND METHOD FOR ROUTING MULTIMEDIA MESSAGES BETWEEN A USER AGENT AND MULTIPLE MULTIMEDIA MESSAGE SERVICE
CENTERS
	  	 	04802386.5	  	  	30-Dec-04	  	 	1704683	  	  	11-May-11	  	UK
						
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	20030233737	  	  	6-Jun-03	  	 	2003233737 (B2)	  	  	4-Jun-09	  	AU
						
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	03727107.9	  	  	6-Jun-03	  	 	1516477	  	  	28-Sep-11	  	EP
						
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	03727107.9	  	  	6-Jun-03	  	 	1516477	  	  	28-Sep-11	  	ES
						
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	03727107.9	  	  	6-Jun-03	  	 	1516477	  	  	28-Sep-11	  	FI









															
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	03727107.9	  	  	6-Jun-03	  	 	1516477	  	  	28-Sep-11	  	FR
						
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	03727107.9	  	  	6-Jun-03	  	 	1516477	  	  	28-Sep-11	  	GB
						
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	03727107.9	  	  	6-Jun-03	  	 	1516477	  	  	28-Sep-11	  	IE
						
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	03727107.9	  	  	6-Jun-03	  	 	1516477	  	  	28-Sep-11	  	NL
						
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	03727107.9	  	  	6-Jun-03	  	 	1516477	  	  	28-Sep-11	  	PL
						
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	03727107.9	  	  	6-Jun-03	  	 	1516477	  	  	28-Sep-11	  	CZ
						
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	03727107.9	  	  	6-Jun-03	  	 	1516477	  	  	28-Sep-11	  	DE
						
	 METHOD AND SYSTEM FOR MANAGING MESSAGE-BASED APPLICATIONS AND APPLICATIONS PROVIDERS IN A COMMUNICATIONS NETWORK
	  	 	20050000158	  	  	6-Jun-03	  	 	200500158 (A)	  	  	29-Mar-06	  	DE
						
	 METHOD AND SYSTEM FOR CONTROLLING MESSAGES IN A COMMUNICATION NETWORK
	  	 	03739916.9	  	  	3-Jul-02	  	 	1523837	  	  	10.10.2007	  	DE
						
	 METHOD AND SYSTEM FOR CONTROLLING MESSAGES IN A COMMUNICATION NETWORK
	  	 	03739916.9	  	  	3-Jul-02	  	 	1523837	  	  	10.10.2007	  	DE









																	
	 METHOD AND SYSTEM FOR CONTROLLING MESSAGES IN A COMMUNICATION NETWORK
	  	 	03739916.9	  	  	3-Jul-02	  	 	1523837	  	  	 	10.10.2007	  	  	DE
						
	 METHOD AND SYSTEM FOR CONTROLLING MESSAGES IN A COMMUNICATION NETWORK
	  	 	03739916.9	  	  	3-Jul-02	  	 	1523837	  	  	 	10.10.2007	  	  	DE
						
	 METHOD AND SYSTEM FOR CONTROLLING MESSAGES IN A COMMUNICATION NETWORK
	  	 	03739916.9	  	  	3-Jul-02	  	 	1523837	  	  	 	10.10.2007	  	  	DE
						
	 METHOD AND SYSTEM FOR CONTROLLING MESSAGES IN A COMMUNICATION NETWORK
	  	 	03739916.9	  	  	3-Jul-02	  	 	1523837	  	  	 	10.10.2007	  	  	DE
						
	 METHOD AND SYSTEM FOR CONTROLLING MESSAGES IN A COMMUNICATION NETWORK
	  	 	03739916.9	  	  	3-Jul-02	  	 	1523837	  	  	 	10.10.2007	  	  	








 EXHIBIT C 
 Trademarks 
  

									
	 Trademark

Description
	 	 Application

Number
	 	 Registration

Number
	 	 Application

Date
	 	 Registration

Date

	 MAVENIR SYSTEMS
	 	78/925,401	 	3,648,937	 	7/10/2006	 	6/30/2019
	 mOne
	 	77/871,140	 	3,986,497	 	11/12/2009	 	6/28/2011








 EXHIBIT D 
 Mask Works 
  

					
	 Description
	  	Registration/
Application
Number	  	Registration/
Application
Date

 None