EX-10.11





 Exhibit 10.11 

ASSIGNMENT, TRANSFER AND ASSUMPTION AGREEMENT 

This ASSIGNMENT, TRANSFER AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of October [●], 2020, by and
between Sierra Private Investments, L.P. (“Assignor”) and Mavenir Systems, Inc. (“Assignee”). 
 WHEREAS, Mavenir
plc, a newly formed indirect subsidiary of Assignor and indirect parent of Assignee, intends to offer its shares for sale to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended (the
“Initial Public Offering”); 
 WHEREAS, in connection with the Initial Public Offering, Assignor has agreed, among other
things, to transfer and assign from Assignor to Assignee (i) the current employment relationship between the individual identified on Exhibit A hereto and Assignor (the “Employee Relationship”) and (ii) each
employment agreement, confidentiality, intellectual property assignment, non-competition, non-solicitation or other similar agreement between the individual identified
on Exhibit A hereto and Assignor (the “Assigned Agreements”); and 
 WHEREAS, Assignor desires to transfer and
assign the Employee Relationship and all of its right, title and interest in and to the Assigned Agreements to Assignee, and Assignee desires to assume the Employee Relationship and Assigned Agreements; 

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged: 

 

	 	1.	 Assignment. Effective immediately prior to the consummation of the Initial Public Offering, Assignor
does hereby assign, transfer, convey and deliver to Assignee (i) the Employee Relationship and (ii) all of its right, title and interest in, to and under the Assigned Agreements. 



 

	 	2.	 Assumption. Effective immediately prior to the consummation of the Initial Public Offering, Assignee
does hereby assume the Employee Relationship and the Assigned Agreements, and following such assumption Assignor shall have no further obligation or liability arising out of or related to the Employee Relationship or the Assigned Agreements.



  

	 	3.	 Further Assurances. Assignor and Assignee each agree to do such further acts and things and to execute
and deliver such additional agreements and instruments as may reasonably be required to consummate, evidence or confirm the assignments, assumptions and agreements contained herein. 



 

	 	4.	 Amendment. This Agreement may not be modified or amended except by a writing executed by all parties
hereto. 


  

	 	5.	 Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns. 















	 	6.	 Counterparts. This Agreement may be executed in counterparts, each of which shall be fully effective as
an original and all of which together shall constitute one and the same instrument. 


 IN WITNESS WHEREOF, intending to be
legally bound hereby, the undersigned have executed this Agreement as of the date first written above. 
  

			
	ASSIGNOR:
	
	SIERRA PRIVATE INVESTMENTS, L.P.
		
	By:	 	      

	Name:	 	
	Title:	 	
	
	ASSIGNEE:
	
	MAVENIR SYSTEMS, INC.
		
	 By:
	 	      

	Name:	 	
	Title :	 	



  
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 Exhibit A 

 

							
		  	First Name	  	Last Name	  	
		  	Pardeep	  	Kohli	  	


  
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