Common use of TRA Party Representative Clause in Contracts

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the TRA Party Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iv) administration of the provisions of this TRA Agreement; (v) any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) taking actions the TRA Party Representative is authorized to take pursuant to the other provisions of this TRA Agreement; (vii) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer.

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the TRA Party Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iviii) administration of the provisions of this TRA Agreement; (viv) any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (viv) taking actions the TRA Party Representative is authorized to take pursuant to the other provisions of this TRA Agreement; (viivi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viiivii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer.. E2OPEN HOLDINGS, LLC By: /s/ Lxxxx Xxxx Name: Lxxxx Xxxx Title: Vice President and Secretary E2OPEN PARENT HOLDINGS, INC. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Chief Accounting Officer and Treasurer INSIGHT E2OPEN AGGREGATOR, LLC By: /s/ Axxxxx Xxxxxxxxx Name: Axxxxx Xxxxxxxxx Title: Authorized Signatory /s/ Axxx Xxxxxx Axxx Xxxxxx ALTAI CAPITAL EAGLE LP By: /s/ Rishi Bajaj Name: Rishi Bajaj Title: Managing Member /s/ Axxxxx Xxxxx Axxxxx Xxxxx /s/ Axxx Xxxxxxx Axxx Xxxxxxx /s/ Bxxxx Xxxxxx Bxxxx Xxxxxx CL PARENT HOLDINGS, LLC By: /s/ Mxxx Xxx Name: Mxxx Xxx Title: Manager /s/ Cxxxx Xxxxxx Cxxxx Xxxxxx /s/ Dxxxx Krakara Exxxx Xxxxx Krakara Exxxx EFFEM MASTER FUND II PARALLEL, L.P. By: Performance Direct Master II GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: /s/ Fxxxx Xxxxxxxxxxxxx Name: Fxxxx Xxxxxxxxxxxxx Title: Managing Director EFFEM MASTER FUND II, L.P. By: Performance Direct Master II GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: /s/ Fxxxx Xxxxxxxxxxxxx Name: Fxxxx Xxxxxxxxxxxxx Title: Managing Director HELIOS ASSOCIATES, LLC By: /s/ Exxxxx Xxxxxxxxx Name: Exxxxx Xxxxxxxxx Title: Vice President /s/ Hxxxxxxxx Xxx Hxxxxxxxx Xxx INSIGHT E2OPEN AGGREGATOR, LLC By: /s/ Axxxxx Xxxxxxxxx Name: Axxxxx Xxxxxxxxx Title: Authorized Signatory INSIGHT VENTURE PARTNERS GROWTH-BUYOUT CONINVESTMENT FUND (CAYMAN), L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its General Partner By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its General Partner By: /s/ Axxxxx Xxxxxxxxx Name: Axxxxx Xxxxxxxxx Title: Authorized Signatory INSIGHT VENTURE PARTNERS GROWTH-BUYOUT CONINVESTMENT FUND (DELAWARE), L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its General Partner By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its General Partner By: /s/ Axxxxx Xxxxxxxxx Name: Axxxxx Xxxxxxxxx Title: Authorized Signatory INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P. By: Insight Venture Associates IX, L.P., its General Partner By: Insight Venture Associates IX, Ltd., its General Partner By: /s/ Axxxxx Xxxxxxxxx Name: Axxxxx Xxxxxxxxx Title: Authorized Signatory INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P. By: Insight Venture Associates IX, L.P., its General Partner By: Insight Venture Associates IX, Ltd., its General Partner By: /s/ Axxxxx Xxxxxxxxx Name: Axxxxx Xxxxxxxxx Title: Authorized Signatory /s/ Jxxxx Xxxxxx Bxxxxxxx Xxxxx Axxxxx Xxxxxxxx /s/ Jxxxx Xxxxxx Pxxxxx Xxxxx Gxxxxx Xxxxxx /s/ Jxxxxx Xxx Jxxxx Xxxxxx Jxx Xxxxx /s/ Kxxxx Xxxxxx Kxxxx Xxxxxx /s/ Mxxxxxx Xxxxxxxx Mxxxxxx Xxxxxxxx MUMFORD 2014 INVESTMENTS LLC By: /s/ Jxxx X. Xxxxxxx Name: Jxxx X. Xxxxxxx Title: Vice President /s/ Nxxxxx X. Xxxxx Nxxxxx X. Xxxxx /s/ Oxxx X. Xxxxxxxx Oxxx X. Xxxxxxxx PERFORMANCE DIRECT INVESTMENTS III, L.P. By: Performance Direct Investments III GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: Name: Fxxxx Xxxxxxxxxxxxx Title: Managing Director PERFORMANCE EFFEM PE FUND, L.P. (SERIES 2017) By: Performance EFFEM PE Fund GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: Name: Fxxxx Xxxxxxxxxxxxx Title: Managing Director /s/ Pxxxx Xxxxxxx Pxxxx Xxxxxxx /s/ Rxxxxx X. Xxxxx Rxxxxx X. Xxxxx SESAME INVESTMENTS LP By: Middleton Investments Limited, as general partner By: Exxxxxx Investment Management L.P., as investment manager By: /s/ Exxxxx Xxxxxxxxx Name: Exxxxx Xxxxxxxxx Title: Vice President /s/ Sxxxx Xxxxxx Xxxx Sxxxx Xxxxxx Xxxx /s/ Txxxx Xxxxx Txxxx Xxxxx /s/ Txxxxxx Xxxxxxx Txxxxxx Xxxxxxx /s/ Jxxx Xxxxxxxxxx Jxxx Xxxxxxxxxx /s/ Mxxx Xxxxxxxx Mxxx Xxxxxxxx /s/ Pxxxxxxxx X. Boccasam Pxxxxxxxx X. Boccasam /s/ Vxxxx Xxxxx Vxxxx Xxxxx /s/ Axxxxxxx Xxxxxxxxx Axxxxxxx Xxxxxxxxx

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties Members shall be deemed to have irrevocably constituted and appointed Holdings (in the capacity described in this Section 7.16 and each successor as provided below, the “TRA Party Representative Representative”) as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties Members which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, includingincluding but not limited to: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iv) administration of the provisions of this TRA Agreement; (v) giving or agreeing to, on behalf of such Members, any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative Representative, in its sole and absolute discretion, to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) amending this Agreement or any of the instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions the TRA Party Representative is expressly authorized to take pursuant to the other provisions of this TRA Agreement; (viiviii) negotiating and compromising, on behalf of such TRA PartiesMembers, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement or any other agreement contemplated hereby and executing, on behalf of such TRA PartiesMembers, any settlement agreement, release or other document with respect to such dispute or remedy; and (viiiix) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties Members in connection with this TRA Agreement or any other agreement contemplated hereby and paying any fees related thereto thereto. If the TRA Party Representative is unwilling to so serve, then the person then-serving as the TRA Party Representative shall be entitled to appoint its successor. To the fullest extent permitted by law, none of the TRA Party Representative, any of its Affiliates, or any of the TRA Party Representative’s or Affiliate’s directors, officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise to any Member, the Partnership or the Corporation for damages arising from any action taken or omitted to be taken by the TRA Party Representative or any other Person with respect to the Partnership or the Corporation, except in the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or omission suffered or taken by it on behalf of the Partnership or the Corporation or in furtherance of the interests of the Partnership or the Corporation in good faith in reliance upon and in accordance with the advice of such TRA Partiescounsel, subject accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to reimbursement by such TRA Partiesact or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. The TRA Party Representative Each of the Covered Persons may resign upon thirty (30) days’ written notice rely in good faith upon, and shall have no liability to the Corporate TaxpayerPartnership, the Corporation or the Members for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the TRA Party Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iviii) administration of the provisions of this TRA Agreement; (viv) any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (viv) taking actions the TRA Party Representative is authorized to take pursuant to the other provisions of this TRA Agreement; (viivi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viiivii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer. E2OPEN HOLDINGS, LLC By: Name: Title: E2OPEN PARENT HOLDINGS, INC. By: Name: Title: [TRA PARTY REPRESENTATIVE] By: Name: Title: TRA PARTIES: [________________] By: Name: Title: 1. Any cash tax liability with respect to any tax period (or portion thereof) ending on or before the Closing Date attributable to a tax contest, audit, proceeding or challenge, to the extent attributable to or with respect to transfer pricing or similar policies, practices or procedures of or with respect to any subsidiary of OpCo that is treated as a corporation for U.S. federal income tax purposes (each, a “Corporate Subsidiary”), including (i) any adjustment under Section 482 of the Code, with respect to any period (or portion thereof) ending on or prior to the Closing Date and (ii) any deemed dividend, distribution or other transfer of property by any Corporate Subsidiary to OpCo and its subsidiaries that is deemed to have occurred on or prior to the Closing Date. (see attached) INVESTOR RIGHTS AGREEMENT1 THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms hereof, this “Agreement”), dated as of [●], 202[●] (the “Effective Date”), is made by and among (i) E2open Parent Holdings, Inc., a Delaware corporation and successor to XX Xxxxxxxxx Principal Holdings I, a Cayman Islands exempted company (including any of its successors or assigns, “PubCo”); (ii) (A) Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., a Cayman Islands exempted limited partnership (“GBCF Cayman”), (B) Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., a Cayman Islands exempted limited partnership (“GBCF Delaware”), (C) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman”) and (D) Insight Venture Partners (Delaware) IX, L.P., a Delaware limited partnership (together with GBCF Cayman, GBCF Delaware, and IVP Cayman, the “IVP Blocked Equityholders”); (iii) [(A) [______], a [_____] and (B) [_____], a [_____]] (the “Xxxxxxx Equityholders”, and collectively with the IVP Blocked Equityholders, the “Blocked Equityholders”); (iv) Insight E2open Aggregator, LLC (“IVP Aggregator”, together with the IVP Blocked Equityholders, the “IVP Equityholders”, and together with the Blocked Equityholders, the “Equityholders”); (v) XX Xxxxxxxxx Principal Holdings I Sponsor LLC, a Delaware limited liability company (the “Sponsor”); (vi) CC NB Sponsor 1 Holdings LLC, a Delaware limited liability company (“CC Capital”); (vii) Xxxxxxxxx Xxxxxx Opportunistic Capital Solutions Master Fund LP, a Cayman Islands exempted company (“NBOKS” and, together with CC Capital, the “Founder Holders”); and (viii) Xxx X. Xxxxxx and Xxxxx X. Xxxxx (each, a “CCNB1 Independent Director” and, together, the “CCNB1 Independent Directors”). Each of PubCo, each Equityholder, the Sponsor, each Founder Holder and each CCNB1 Independent Director may be referred to herein as a “Party” and collectively as the “Parties”.

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the TRA Party Representative as its each TRA Party’s agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iviii) administration of the provisions of this TRA Agreement; (viv) any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (viv) taking actions the TRA Party Representative is authorized to take pursuant to the other provisions of this TRA Agreement; (viivi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viiivii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The TRA Parties shall promptly reimburse the TRA Party Representative for all reasonable costs and expenses incurred in connection with the TRA Party Representative performing its duties hereunder. The TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer.

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the TRA Party Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iviii) administration of the provisions of this TRA Agreement; (viv) any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (viv) taking actions the TRA Party Representative is authorized to take pursuant to the other provisions of this TRA Agreement; (viivi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viiivii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer.

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the TRA Party Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iviii) administration of the provisions of this TRA Agreement; (viv) any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (viv) taking actions the TRA Party Representative is authorized to take pursuant to the other provisions of this TRA Agreement; (viivi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viiivii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer.. DocuSign Envelope ID: 5640C9D2-905E-4516-8835-44793B1794C8 E2OPEN HOLDINGS, LLC By: Name: Xxxxx Xxxx Title: Vice President and Secretary E2OPEN PARENT HOLDINGS, INC. By: Name: Xxxxx Xxxxxx Title: Chief Accounting Officer and Treasurer INSIGHT E2OPEN AGGREGATOR, LLC By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory E2OPEN HOLDINGS, LLC By: Name: Xxxxx Xxxx Title: Vice President and Secretary E2OPEN PARENT HOLDINGS, INC. By: Name: Xxxxxxx Xxxxxxxx Title: CEO INSIGHT E2OPEN AGGREGATOR, LLC By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory (Entity Name, If Applicable) Xxxx Xxxxxx (Name of Signatory) (Title of Signatory, If an Entity) Address: 000 Xxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 Email: xx00000@xxxxx.xxx Altai Capital Eagle LP (Entity Name, If Applicable) By: Altai Capital Eagle GP LLC By: Xxxxx Xxxxx (Name of Signatory) (Title of Signatory, If an Entity) Address: 0000 XxxXxxxxx Xxxxx, Xxxxx 0000 Email: xxxxxx@xxxxx.xxx (Entity Name, If Applicable) (Name of Signatory) (Title of Signatory, If an Entity) 0000 X Xxxxxxxx Xx. Scottsdale, AZ 85255 xxx@xxx.xxx EFFEM MASTER FUND II PARALLEL, L.P. By: Performance Master II GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: Name: Xxxxx Xxxxxxxxxxxxx Title: Managing Director EFFEM MASTER FUND II, L.P. By: Performance Master II GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: Name: Xxxxx Xxxxxxxxxxxxx Title: Managing Director HELIOS ASSOCIATES, LLC By: Name: Xxxxxx Xxxxxxxxx Title: Vice President E2OPEN HOLDINGS, LLC By:_________________________________ Name: Xxxxx Xxxx Title: Vice President and Secretary E2OPEN PARENT HOLDINGS, INC. By:_________________________________ Name: Xxxxxxx Xxxxxxxx Title: CEO INSIGHT E2OPEN AGGREGATOR, LLC By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory INSIGHT VENTURE PARTNERS GROWTH- BUYOUT COINVESTMENT FUND (CAYMAN), L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general Partner By: Insight Venture Assocites Growth-Buyout Coinvestment, Ltd., its general partner By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory INSIGHT VENTURE PARTNERS GROWTH- BUYOUT COINVESTMENT FUND (DELAWARE), L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general Partner By: Insight Venture Assocites Growth-Buyout Coinvestment, Ltd., its general partner By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P. By: Insight Venture Associates IX, L.P., its general partner By: Insight Vensure Associates IX, Ltd., its general partner By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P. By: Insight Venture Associates IX, L.P., its general partner By: Insight Vensure Associates IX, Ltd., its general partner By: Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory DocuSign Envelope ID: C502E711-A583-487E-95E0-444DD09D352C Mumford 2014 Investments LLC (Entity Name, If Applicable) Managing Member (Title of Signatory, If an Entity) 191 Ramoso Rd Address: Portola Valley, CA 94028 xxxx@xxxx.xxx Signature: By: Performance Direct Investments III GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: Name: Xxxxx Xxxxxxxxxxxxx Title: Managing Director PERFORMANCE EFFEM PE FUND, L.P. (SERIES 2017) By: Performance EFFEM PE Fund GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: Name: Xxxxx Xxxxxxxxxxxxx Title: Managing Director SESAME INVESTMENTS LP By: Middleton Investments Limited, as general partner By: Xxxxxxx Investment Management L.P., as investment manager By: Name: Xxxxxx Xxxxxxxxx Title: Vice President DocuSign Envelope ID: 44CFE48C-92CE-4B79-9290-F18271A2261A (Entity Name, If Applicable) Xxxxxxx Xxxxxxx Xxxxx (Name of Signatory) (Title of Signatory, If an Entity) Address: J-000, Xxxxxx Xx. 0, Awas Vikas Keshavpuram, Kalyanpur Kanpur - 208019, India Email: xxxxxxx@xxxxx.xxx (Entity Name, If Applicable) (Name of Signatory) (Title of Signatory, If an Entity) Address: Email: Xxxx Xxxxxx Altai Capital Eagle LP Xxxxxx Xxxxx Xxxx Xxxxxxx Xxxxx Xxxxxx CL Parent Holdings, LLC Xxxxx Xxxxxx Xxxxx Xxxxxxx EFFEM Master Fund II Parallel, L.P. EFFEM Master Fund II, L.P. Helios Associates, LLC Xxxxxxxxx Xxx Insight E2open Aggregator, LLC Insight Venture Partners (Cayman) IX, L.P. Insight Venture Partners (Delaware) IX, L.P. Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. Xxxxx Xxxxxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxx X. Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx Mumford 2014 Investments, LLC Xxxxxx X. Xxxxx Xxxx Xxxxxxxx Xxxxxxxx Performance Direct Investments III, L.P. Performance EFFEM PE Fund, L.P. (Series 2017) Xxxxx Xxxxxxx Xxxxxx Xxxxx Sesame Investments LP Xxxxx X. Xxxx Xxxxx Xxxxx Xxxxxxx X. Xxxxxxx This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as defined below), is by and among E2open Parent Holdings, Inc., a Delaware corporation (the “Corporate Taxpayer”), (“Transferee”). (“Transferor”) and