Inventergy Global, Inc. (NASDAQ:INVT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On December 22, 2016, Inventergy Global, Inc. (the
Parent), Inventergy Inc., a wholly-owned subsidiary of
Parent (the Owner), and the other subsidiaries of the
Parent (together with the Parent and Owner, the Company)
entered into a Restructuring Agreement (the Restructuring
Agreement) with certain affiliates of Fortress Investment
Group, LLC (Fortress) to amend that certain Amended and
Restated Revenue Sharing and Note Purchase Agreement (the
Revenue Sharing and Note Purchase Agreement), which was
originally entered into by the Parent, Owner and Fortress on
October 1, 2014.

to the Restructuring Agreement, Fortress will have the sole
discretion to make any and all decisions relating to the Companys
patents and patent monetization activities (excluding future
acquired patents related to Inventergy Innovations, LLC, a
subsidiary of Parent, and related monetization activities) (such
patents that are subject to the Restructuring Agreement, the
Patents), including the right to license, sell or sue
unauthorized users of the Patents (the Monetization
Activities).

In addition, the Restructuring Agreement modifies the revenue
share provided for in the Revenue Sharing and Note Purchase
Agreement such that all proceeds from the Monetization Activities
will be applied as follows: (i) first, to pay for certain third
party expenses incurred by the Company, Fortress or third party
brokers in relation to the Monetization Activities, (ii) second,
to pay up to $2.2 million of the Companys outstanding principal
debt to Nokia Corporation (Nokia) in the event any
Monetization Activity is directly attributable to the Companys
Nokia patent portfolio, (iii) third, if a Monetization Activity
triggers a payment with respect to a retained interest owed to a
prior owner under agreements with Panasonic Corporation or Huawei
Technologies Co., Ltd., payment will be made to such prior owner,
as required, (iv) fourth, to Fortress until Fortress has received
(x) reimbursement of any amounts advanced by Fortress to the
Restructuring Agreement plus 20% annual interest on such advances
plus (y) $30.5 million less any amounts paid to Fortress for the
Note Obligations under the Revenue Sharing and Note Purchase
Agreement after December 22, 2016, and (v) fifth, after all of
the foregoing payment obligations are satisfied, 70% to Fortress
and 30% to the Company. The Company will continue to be fully
responsible for all expenses related to the maintenance,
prosecution and enforcement of the patents, other than certain
ongoing expenses contingent on completion of the SPE structure
described below, and shall be fully responsible to pay any
interest or other charges relating to the debt owed to Nokia and
to make principal payments as and when due to the extent
Monetization Activities have not generated amounts to make such
principal payments.

The Restructuring Agreement contemplates that the parties will
work towards obtaining stockholder approval and third party
consent to the assignment of the Patents to a newly created
special purpose entity, or SPE. The Company has until March 31,
2017 to complete that process. Upon obtaining stockholder
approval and third party consent, the Company will contribute the
Patents to the SPE. The SPE will be managed by Fortress, and the
economic arrangements provided for under the Restructuring
Agreement will be reflected in the governing documents for the
SPE and/or in contractual arrangements between the SPE and the
Company.

The Restructuring Agreement defers any amortization payments on
the notes held by Fortress until April 1, 2017, and also suspends
the Companys minimum liquidity covenant, each to permit time for
the Company to effect the SPE structure described above. Upon the
SPE structure becoming effective, the Companys note obligations
to Fortress will be extinguished, the Company will be relieved of
any scheduled amortization (instead, payments to Fortress will
only be required out of Monetization Revenues), the liquidity
covenant will no longer apply, and the Company will be relieved
from any further responsibility to maintain the Patents,
retroactive to December 22, 2016.

The Restructuring Agreement is subject to certain events of
default, including, among other things, liquidation or
dissolution, change of control, bankruptcy, the Companys failure
to make payments to the terms of the Restructuring Agreement, the
Companys failure to secure necessary consents to permit
completion of the SPE structure or the Companys failure to
perform or observe certain covenants. Upon the occurrence of an
event of default, Fortress may proceed to protect and enforce its
rights through seeking the Companys specific performance of any
covenant or condition, as set forth in the Restructuring
Agreement, or may declare the remaining unpaid balance owed under
the Revenue Sharing and Note Purchase Agreement, as amended, and
any other amounts owed to the Restructuring Agreement to be
immediately due and payable.

The Company is required under the Restructuring Agreement to use
its best efforts to secure the necessary stockholder approval and
third party consent to reflect the SPE structure described above,
and will be preparing the necessary solicitation materials to
seek stockholder approval.

The foregoing description of the Restructuring Agreement does not
purport to be complete and is qualified in its entirety by
reference to the complete text of such agreement, which is
incorporated herein by reference and attached hereto as Exhibit
10.1.

The disclosure set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference herein.

On December 23, 2016, the Company issued a press release
announcing the Restructuring Agreement. A copy of the press
release is attached hereto as Exhibit 99.1. The press release
shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, and
shall not be deemed to be incorporated by reference into any of
the Companys filings under the Securities Act of 1933, as
amended, or the Exchange Act whether made before or after the
date hereof and regardless of any general incorporation language
in such filings, except to the extent expressly set forth by
specific reference in such filings.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication may be deemed to be solicitation material in
respect of the proposed transaction. In connection with the
proposed transaction, the Company intends to file relevant
materials with the SEC, including a proxy statement. Investors
and security holders are urged to read the proxy statement when
it becomes available, together with all other relevant documents
filed with the SEC, because they will contain important
information about the proposed transaction. Investors and
security holders are able to obtain the documents (once
available) free of charge at the SEC’s website,
http://www.sec.gov, or for free from the Company by contacting
the Secretary, Inventergy Global, Inc., 900 E. Hamilton Avenue,
Suite #180, Campbell, CA, telephone: (408) 389-3510.

PARTICIPANTS IN SOLICITATION

The Company and its directors and executive officers and certain
employees may be deemed to be participants in the solicitation of
proxies from the holders of the Companys common stock with
respect to the proposed transaction. Information about the
Company’s directors and executive officers is set forth in the
proxy statement for the Company’s 2016 Annual Meeting of
Stockholders, which was filed with the SEC on May 13, 2016. To
the extent holdings of the Company’s securities have changed
since the amounts contained in the proxy statement for the
Company’s 2016 Annual Meeting of Stockholders, such changes have
been or will be reflected in reports on Schedule 13D or
Statements of Change in Ownership on Form 4 filed with the SEC.
Investors may obtain additional information regarding the
interest of such participants by reading the proxy statement
regarding the transaction (once available). These documents (when
available) may be obtained free of charge from the SEC’s website
http://www.sec.gov, or from the Company using the contact
information above.

*Portions of this exhibit have been redacted to a request for
confidential treatment. The redacted portions are being filed
separately with the SEC.

About Inventergy Global, Inc. (NASDAQ:INVT)

Inventergy Global, Inc. is an intellectual property (IP) investment and licensing company. The Company offers clients a professional corporate licensing model for IP value creation. The Company’s Technical Lead and associated group works to understand the science and/or technology behind the patents of a particular portfolio, under the review of the Legal Lead and in support of the Business team. This group coordinates the work of third party technology consultants, including technical external resources, such as technical experts, reverse engineering consultancies and other providers, to deliver inputs to the Legal and Business teams. The Legal Lead and Team manage the existing patent asset portfolio from a global perspective and also manage further prosecution of continuing patent cases. The Legal Lead also is responsible for the legal structure and legal documents of any license or negotiated settlement with prospective licensees.

Inventergy Global, Inc. (NASDAQ:INVT) Recent Trading Information

Inventergy Global, Inc. (NASDAQ:INVT) closed its last trading session up +0.018 at 0.620 with 377,608 shares trading hands.