E2OPEN, INC. (a Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2014 • E2open Inc • Services-prepackaged software • New York
E2OPEN, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2012 • E2open Inc • Services-prepackaged software • New York
publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.
PREFERRED SHARES RIGHTS AGREEMENT Dated as of January 16, 2015 by and between E2OPEN, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentPreferred Shares Rights Agreement • January 20th, 2015 • E2open Inc • Services-prepackaged software • New York
This PREFERRED SHARES RIGHTS AGREEMENT (this “Agreement”), dated as of January 16, 2015, is by and between E2open, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). All capitalized terms used in this Agreement have the meanings given thereto in Section 1.
AGREEMENT AND PLAN OF MERGER by and among EAGLE PARENT HOLDINGS, LLC, EAGLE ACQUISITION SUB, CORP. and E2OPEN, INC. Dated as of February 4, 2015Merger Agreement • February 5th, 2015 • E2open Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 4, 2015 by and among EAGLE PARENT HOLDINGS, LLC, a Delaware limited liability company (“Parent”), EAGLE ACQUISITION SUB, CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and E2OPEN, INC., a Delaware corporation (the “Company”).
E2OPEN, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 2nd, 2012 • E2open Inc • Services-prepackaged software • Delaware
THIS AGREEMENT is entered into, effective as of , 2012 by and between E2open, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASE BAYSIDE TOWERS, INC., a Delaware corporation, Landlord and E2OPEN, INC., a Delaware corporation, Tenant for Suite 400 4100 East Third Avenue Foster City, California May 7, 2009Lease Agreement • May 4th, 2012 • E2open Inc • Services-prepackaged software • California
THIS LEASE is made as of the 7th day of May, 2009 (“Effective Date”), between BAYSIDE TOWERS, INC., a Delaware corporation (“Landlord”), and E2OPEN, INC., a Delaware corporation (“Tenant”).
LIMITED GUARANTEELimited Guarantee • February 26th, 2015 • E2open Inc • Services-prepackaged software • Delaware
This Limited Guarantee (this “Limited Guarantee”) is made this 4th day of February, 2015, by Manchester Securities Corp., a New York corporation (including its successors and assigns, the “Guarantor”), in favor of E2open, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Eagle Parent Holdings, LLC, a newly-formed Delaware limited liability company (“Parent”), Eagle Acquisition Sub, Corp., a newly-formed Delaware corporation that is a wholly-owned subsidiary of Parent (“Acquisition Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
GREAT HILLS PLAZA OFFICE BUILDING LEASEOffice Building Lease • May 4th, 2012 • E2open Inc • Services-prepackaged software • Texas
THIS LEASE is entered into by and between Landlord and Tenant, as specified in the Basic Lease Information, which is incorporated herein by reference, as of the date shown in Paragraph 1 the Basic Lease Information.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • February 26th, 2015 • E2open Inc • Services-prepackaged software • Delaware
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of January 22, 2015 between E2open, Inc., a Delaware corporation (“E2open” or the “Provider”) and Elliott Associates, L.P. (“Elliott” or the “Recipient”).
FOURTH AMENDED AND RESTATED BUSINESS FINANCING AGREEMENT dated as of April 30, 2010 between BRIDGE BANK, NATIONAL ASSOCIATION and E2OPEN, INC., a Delaware corporation RECITALS AGREEMENTBusiness Financing Agreement • May 4th, 2012 • E2open Inc • Services-prepackaged software • California
TENANCY AGREEMENT BETWEEN E2OPEN DEVELOPMENT CORPORATION (as “Tenant”) AND INTER HERITAGE (M) SDN BHD (COMPANY NO: 186852-H) (as “Landlord”) ALBAR & PARTNERS ADVOCATES & SOLICITORS KUALA LUMPURTenancy Agreement • May 4th, 2012 • E2open Inc • Services-prepackaged software
INTER HERITAGE (M) SDN BHD (Company No. 186852-H), a company incorporated in Malaysia and having its registered address at Jalan Sultan Ismail, 50250 Kuala Lumpur (hereinafter referred to as “the Landlord”) of the one part;
SHARE PURCHASE AGREEMENT BY AND AMONG E2OPEN, INC., ICON-SCM AG, ICON GESELLSCHAFT FÜR SUPPLY CHAIN MANAGEMENT MBH, DR. MICHAEL KEPPLER AND DR. KURT MANNCHEN DATED AS OF JULY 30, 2013Share Purchase Agreement • October 10th, 2013 • E2open Inc • Services-prepackaged software • Delaware
This SHARE PURCHASE AGREEMENT (the “Agreement”) dated as of July 30, 2013 (the “Agreement Date”) is by and among E2OPEN, INC., a Delaware corporation (“Purchaser”), ICON-SCM AG, a German stock corporation (the “Company”), ICON GESELLSCHAFT FÜR SUPPLY CHAIN MANAGEMENT MBH, a German limited liability company (“Seller”) and Drs. Michael Keppler and Kurt Mannchen (the “Founders”). All capitalized terms that are used but not defined herein shall have the respective meaning ascribed thereto in Annex A.
LIMITED LIABILITY COMPANY AGREEMENT OF E2OPEN, LLCLimited Liability Company Agreement • April 2nd, 2015 • E2open Inc • Services-prepackaged software • Delaware
This Limited Liability Company Agreement (this “Agreement”) of E2open, LLC, a Delaware limited liability company (the “Company”), is dated and effective as of April 1, 2015, and is adopted and entered into by Eagle Parent Holdings, LLC as the sole member of the Company (the “Managing Member”). The Managing Member, and any other persons admitted from time to time in accordance with the terms hereof are individually referred to herein as a “Member” and collectively referred to herein as the “Members”.
WARRANT TO PURCHASE STOCKWarrant Agreement • May 4th, 2012 • E2open Inc • Services-prepackaged software • California
MASTER SERVICE AGREEMENTMaster Service Agreement • May 4th, 2012 • E2open Inc • Services-prepackaged software • California
This Master Service Agreement (“Agreement”) is entered into on May 7, 2004 (“MBA Effective Date”) by and between Equinix Operating Co., Inc. (“Equinix”) and the undersigned customer (“Customer”) and includes the following exhibits:
AGREEMENT AND PLAN OF MERGER BY AND AMONG E2OPEN, INC., GOLD RUSH ACQUISITION CORP., SERUS CORPORATION AND FORTIS ADVISORS LLC, AS AGENT FOR THE COMPANY HOLDERS MAY 31, 2014Merger Agreement • June 5th, 2014 • E2open Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 31, 2014 (the “Agreement Date”), by and among E2open, Inc., a Delaware corporation (“Acquiror”), Gold Rush Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), Serus Corporation, a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company and as the agent for and on behalf of the Company Holders (as defined herein) under this Agreement (the “Company Holders’ Agent”).
Change of Control AgreementChange of Control Agreement • May 4th, 2012 • E2open Inc • Services-prepackaged software
E2open, Inc. (the “Company”) has agreed to extend certain benefits to you in the event your employment with the Company is terminated within twelve months following a “Change of Control”. This letter sets out the terms of our agreement (the “Letter”).
E2OPEN, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • July 13th, 2012 • E2open Inc • Services-prepackaged software • California
This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and E2open, Inc., a Delaware corporation (the “Company”), effective as of , 201 (the “Effective Date”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 4th, 2012 • E2open Inc • Services-prepackaged software
This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of April 30, 2010, (the “Agreement”) between BRIDGE BANK, NATIONAL ASSOCIATION (“Lender”) and E2OPEN, INC., (“Grantor”) is made with reference to the Fourth Amended and Restated Business Financing Agreement, dated as of April 30, 2010 (as amended from time to time, the “Loan Agreement”), between Lender and Grantor. Terms defined in the Loan Agreement have the same meaning when used in this Agreement.
E2 OPEN, INC. REGISTRATION RIGHTS AGREEMENT JUNE 27, 2005 As amended October 31, 2006 As amended June 26, 2008 As amended July 7, 2008Registration Rights Agreement • February 17th, 2012 • E2open Inc • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 27, 2005, as amended on October 31, 2006, June 26, 2008 and July 7, 2008, by and among E2open Inc., a Delaware corporation (the “Company”), each of the holders of the Company’s Series AA Preferred Stock and Senior Preferred Stock listed on Schedule A hereto (each, an “Investor”) and Crosspoint Venture Partners 2000, L.P., Crosspoint Venture Partners 2000(Q), L.P., Bridge Bank, National Association, Greg Clark and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such person shall thereupon be deemed an “Investor” for all purposes of this Agreement).
E2OPEN, INC. AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • October 8th, 2014 • E2open Inc • Services-prepackaged software • California
This Amendment (the “Amendment”) is made by and between [NAME] (“Executive”) and E2open, Inc. (the “Company” and together, the “Parties”) on July , 2014 (the “Effective Date”).
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among E2open, Inc. and The parties listed on Schedule I hereto Dated as of June 27, 2005 As amended October 31, 2006 As amended February 2, 2007 As amended October 3, 2007 As amended January 8,...Stockholders Agreement • February 17th, 2012 • E2open Inc • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT dated as of June 27, 2005, as amended on October 31, 2006, February 2, 2007, October 3, 2007, January 8, 2008, February 27, 2008, June 27, 2008, July 8, 2008, July 21, 2008, December 9, 2008 March 15, 2010 and October 5, 2010 is entered into by and among E2open, Inc., a Delaware corporation, and the parties listed on Schedule I hereto.
BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • October 10th, 2013 • E2open Inc • Services-prepackaged software • California
Resolutions shall remain in full force and effect and Lender may rely on these Resolutions until written notice of their revocation shall have been delivered to and received by Lender. Any such notice shall not affect any of the Corporation’s agreements or commitments in effect at the time notice is given.
OFFICE LEASE AGREEMENT at TWO LINCOLN CENTRE Between METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) And E2OPEN INC. (TENANT) DATED: April 27, 2005Office Lease Agreement • May 4th, 2012 • E2open Inc • Services-prepackaged software • Texas
AMENDMENT TO PREFERRED SHARES RIGHTS AGREEMENTPreferred Shares Rights Agreement • February 5th, 2015 • E2open Inc • Services-prepackaged software • New York
This AMENDMENT TO THE PREFERRED SHARES RIGHTS AGREEMENT (this “Amendment”) is dated as of February 4, 2015 (the “Effective Date”) and amends the Preferred Shares Rights Agreement, dated as of January 16, 2015 (the “Rights Agreement”), by and between E2open, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.
AMENDMENT NUMBER ONE TO BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • May 5th, 2014 • E2open Inc • Services-prepackaged software
This AMENDMENT NUMBER ONE TO BUSINESS FINANCING AGREEMENT (this “Amendment”), dated as of February 21, 2014, is entered into by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Lender”), and E2OPEN, INC., a Delaware corporation (“Borrower”), with reference to the following facts:
Change of Control AgreementChange of Control Agreement • May 4th, 2012 • E2open Inc • Services-prepackaged software
E2open, Inc. (the “Company”) has agreed to extend certain benefits to you in the event your employment with the Company is terminated within twelve months of a “Change of Control”. This letter sets out the terms of our agreement (the “Letter”).
SEPARATION AGREEMENT AND RELEASE RECITALSSeparation Agreement • January 9th, 2015 • E2open Inc • Services-prepackaged software • California
This Separation Agreement and Release (“Agreement”) is made as of September 10, 2014 (“Effective Date”) by and between David Packer (“Employee”) and E2open, Inc. (“Company”) (collectively referred to as the “Parties).
