Eagle Acquisition Sub, Corp. Sample Contracts

LIMITED GUARANTEE
Limited Guarantee • February 26th, 2015 • Eagle Acquisition Sub, Corp. • Services-prepackaged software • Delaware

This Limited Guarantee (this “Limited Guarantee”) is made this 4th day of February, 2015, by Insight Venture Partners (Cayman) IX, L.P., a Cayman limited partnership (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.

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CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • February 26th, 2015 • Eagle Acquisition Sub, Corp. • Services-prepackaged software • Delaware

THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of November 26, 2014 between E2open, Inc., a Delaware corporation (“E2open”) and Insight Venture Partners, LLC (“Insight”).

CONSENT UNDER CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • March 11th, 2015 • Eagle Acquisition Sub, Corp. • Services-prepackaged software

THIS CONSENT UNDER CONFIDENTIALITY AGREEMENT (“Consent”) is being given as of February 2, 2015 by E2open, Inc., a Delaware corporation (“E2open”) in favor of Insight Venture Partners, LLC (“Insight”).

WAIVER TO CONFIDENTIALITY AGREEMENT
Waiver to Confidentiality Agreement • February 26th, 2015 • Eagle Acquisition Sub, Corp. • Services-prepackaged software

THIS WAIVER TO CONFIDENTIALITY AGREEMENT (“Waiver”) is being given as of January 22, 2015 by E2open, Inc., a Delaware corporation (“E2open”) in favor of Insight Venture Partners, LLC (“Insight”).

CONSENT UNDER CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • February 26th, 2015 • Eagle Acquisition Sub, Corp. • Services-prepackaged software

THIS CONSENT UNDER CONFIDENTIALITY AGREEMENT (“Consent”) is being given as of February 2, 2015 by E2open, Inc., a Delaware corporation (“E2open”) in favor of Insight Venture Partners, LLC (“Insight”).

AMENDMENT AND CONSENT TO CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • March 11th, 2015 • Eagle Acquisition Sub, Corp. • Services-prepackaged software

THIS AMENDMENT AND CONSENT TO CONFIDENTIALITY AGREEMENT (“Amendment and Consent”) is being entered into as of March 2, 2015 by E2open, Inc., a Delaware corporation (“E2open”), and Insight Venture Partners, LLC (“Insight”).

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