INDEMNITY AGREEMENTIndemnification Agreement • April 17th, 2020 • CC Neuberger Principal Holdings I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April [·], 2020, by and between CC Neuberger Principal Holdings I, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
New York, NY 10166Securities Subscription Agreement • April 17th, 2020 • CC Neuberger Principal Holdings I • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on January 16, 2020 by and between CC Neuberger Principal Holdings I Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and CC Neuberger Principal Holdings I, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 28th, 2020 • CC Neuberger Principal Holdings I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of April 23, 2020, is entered into by and among CC Neuberger Principal Holdings I, a Cayman Islands exempted company (the “Company”), and CC Neuberger Principal Holdings I Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • April 28th, 2020 • CC Neuberger Principal Holdings I • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of April 28, 2020, is made and entered into by and among CC Neuberger Principal Holdings I, a Cayman Islands exempted company (the “Company”), CC Neuberger Principal Holdings I Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
ContractUnderwriting Agreement • April 28th, 2020 • CC Neuberger Principal Holdings I • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • April 28th, 2020 • CC Neuberger Principal Holdings I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 28, 2020, is by and between CC Neuberger Principal Holdings I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 17th, 2020 • CC Neuberger Principal Holdings I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of April [•], 2020, is entered into by and among CC Neuberger Principal Holdings I, a Cayman Islands exempted company (the “Company”), and CC Neuberger Principal Holdings I Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 28th, 2020 • CC Neuberger Principal Holdings I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 28, 2020 by and between CC Neuberger Principal Holdings I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ContractUnderwriting Agreement • April 28th, 2020 • CC Neuberger Principal Holdings I • Blank checks • New York
Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one third of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and the Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined herein), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, t
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 9th, 2020 • CC Neuberger Principal Holdings I • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of April 28, 2020, by and among CC Neuberger Principal Holdings I, a Cayman Islands exempted limited company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 17th, 2020 • CC Neuberger Principal Holdings I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April [·], 2020 by and between CC Neuberger Principal Holdings I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CREDIT AGREEMENT dated as of February 4, 2021 among E2OPEN INTERMEDIATE, LLC, as Holdings, E2OPEN, LLC, as Borrower, the Lenders and Issuing Banks from time to time party hereto, GOLDMAN SACHS BANK USA, as Administrative Agent and as Collateral Agent,...Credit Agreement • February 10th, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
CREDIT AGREEMENT, dated as of February 4, 2021 (this “Agreement”), among E2OPEN, LLC, a Delaware limited liability company (the “Borrower”), E2OPEN INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), the Lenders and Issuing Banks from time to time party hereto and GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and as Collateral Agent.
SUPPORT AGREEMENTSupport Agreement • June 1st, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
This SUPPORT AGREEMENT (this “Agreement”), is made as of May 27, 2021, by and between BluJay Topco Limited, a private limited company incorporated in England and Wales (the “Company”), E2open Parent Holdings, Inc., a Delaware corporation (“Purchaser”), and the person set forth on Schedule A hereto (the “Stockholder”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 10th, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (“Agreement”) is made and effective as of [ ], 2021, between E2open Parent Holdings, Inc., a Delaware corporation (the “Company”), and [name of director/officer] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • June 21st, 2023 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
CREDIT AGREEMENT, dated as of February 4, 2021 (this “Agreement”), among E2OPEN, LLC, a Delaware limited liability company (the “Borrower”), E2OPEN INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), the Lenders and Issuing Banks from time to time party hereto and GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and as Collateral Agent.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 10th, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
This TAX RECEIVABLE AGREEMENT (this “TRA Agreement”), is dated as of February 4, 2021, among E2open Parent Holdings, Inc., a Delaware corporation (the “Corporate Taxpayer”), E2open Holdings, LLC, a Delaware limited liability company (“OpCo”), the TRA Parties, the TRA Party Representative, and each of the other Persons from time to time that become a party to this TRA Agreement.
Amended and restated INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 3rd, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED 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 September 1, 2021 (the “Effective Date”), is made by and among (i) E2open Parent Holdings, Inc., a Delaware corporation and successor to CC Neuberger 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 Bl
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 3rd, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
This letter agreement (this “Agreement”) is dated as of September 1, 2021 by and between E2open Parent Holdings, Inc., a Delaware corporation (including any of its successors or assigns, “PubCo”) and ________________ (the “Holder”). Each of PubCo and Holder may be referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in Section 1.3 hereof.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF E2OPEN HOLDINGS, LLC DATED AS OF FEBRUARY 4, 2021Limited Liability Company Agreement • February 10th, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time in accordance with the terms hereof, this “LLC Agreement”) of E2open Holdings, LLC (f/k/a Eagle Parent Holdings, LLC), a Delaware limited liability company (the “Company”), is entered into as of February 4, 2021, by and among E2open Parent Holdings, Inc., a Delaware corporation (“PubCo”), as a Member and the Managing Member as of the date hereof, the Members set forth on Exhibit A hereto (the “Continuing Members”) and each other Person who is or at any time becomes a Member in accordance with the terms of this LLC Agreement and the Act. Capitalized terms used in this LLC Agreement shall have the respective meanings set forth in Section 1.1.
WARRANT AGREEMENT between and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 17th, 2020 • CC Neuberger Principal Holdings I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April [·], 2020, is by and between CC Neuberger Principal Holdings I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 22nd, 2020 • CC Neuberger Principal Holdings I • Services-computer processing & data preparation • Delaware
SUPPORT AGREEMENTSupport Agreement • June 1st, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
This SUPPORT AGREEMENT (this “Agreement”), is made as of May 27, 2021, by and between BluJay Topco Limited, a private limited company incorporated in England and Wales (the “Company”), E2open Parent Holdings, Inc., a Delaware corporation (“Purchaser”), and the person set forth on Schedule A hereto (the “Stockholder”).
Release and Non-Competition AgreementRelease and Non-Competition Agreement • October 10th, 2023 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Texas
This Release and Non-Competition Agreement (“Agreement”), is entered into by and between E2open Parent Holdings, Inc. (collectively with its Affiliates and their subsidiaries, the “Company”) and Peter Hantman (“Executive”). The Company and Executive will be jointly referred to as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the E2open Parent Holdings, Inc. Executive Severance Plan (the “Plan”).
July 27, 2015 VIA E-MAIL Mr. Michael FarlekasEmployment Agreement • January 6th, 2021 • CC Neuberger Principal Holdings I • Services-computer processing & data preparation
February 23, 2016 VIA E-MAIL Mr. Peter HantmanEmployment Agreement • January 6th, 2021 • CC Neuberger Principal Holdings I • Services-computer processing & data preparation
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT January 28, 2021Business Combination Agreement • January 29th, 2021 • CC Neuberger Principal Holdings I • Services-computer processing & data preparation
Reference is hereby made to that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of October 14, 2020, by and among (i) CC Neuberger Principal Holdings I, a Cayman Islands exempted company, which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (the “Buyer”), (ii) Sonar Merger Sub I, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Buyer, (iii) Sonar Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Buyer, (iv) Sonar Merger Sub III, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Buyer, (v) Sonar Merger Sub IV, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Buyer, (vi) Sonar Merger Sub V, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Buyer, (vii) Sonar Merger Sub VI, LLC, a Delaware limited liability company and wholly-owned subsidiary of the
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 10th, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
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 February 4, 2021 (the “Effective Date”), is made by and among (i) E2open Parent Holdings, Inc., a Delaware corporation and successor to CC Neuberger 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”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2022 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of March 2, 2022 (this “Agreement”), is made and entered into between E2open Parent Holdings, Inc., a Delaware corporation (“Issuer”), and Logistyx Holdings, LLC, a Delaware limited liability company (“SellerCo”) and the undersigned parties listed under Holders on the signature page hereto (each such party, together with SellerCo and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 4.9 of this Agreement, a “Holder” and collectively the “Holders”). Certain terms used in this Agreement are defined in Section 1.1.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 1st, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between E2open Parent Holdings, Inc., a Delaware corporation (“E2open Parent”), and the undersigned subscriber (the “Investor”), in connection with the Share Purchase Agreement related to BluJay Topco Limited, a company incorporated in England and Wales (the “Company”), dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Share Purchase Agreement”), by and among E2open Parent and the Sellers (as defined in the Share Purchase Agreement), pursuant to which, among other things, E2open Parent will purchase the entire issued ordinary shares of the Company and acquire, or procure the redemption in full in cash of, the entire issued A preference shares in the capital of the Company (together with the accrued dividend on such shares up to the date of the completion of the transactions contemplated b
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among E2OPEN, LLC, LOGISTYX HOLDINGS, LLC, LOGISTYX TECHNOLOGIES, LLC and E2OPEN PARENT HOLDINGS, INC. Dated as of March 2, 2022Membership Interest Purchase Agreement • March 4th, 2022 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of March 2, 2022 (the “Agreement Date”), by and among E2open, LLC, a Delaware limited liability company (the “Purchaser”), Logistyx Holdings, LLC, a Delaware limited liability company (“SellerCo”), Logistyx Technologies, LLC, a Delaware limited liability company (the “Company”) and, solely for the purposes of Section 2.3, Article V, Section 6.14 and Article VIII, E2open Parent Holdings, Inc., a Delaware corporation (the “Issuer”).
TAX DEEDTax Deed • June 1st, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation
This Deed has been executed pursuant to the provisions of an agreement for the sale and purchase of the entire issued share capital of BluJay Topco Limited (the “Company”), dated [●] 2021 between inter alia the Covenantors and the Purchaser (the “SPA”), and constitutes the Tax Deed as defined in the SPA.
CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASEConfidential Settlement Agreement and Mutual Release • October 10th, 2023 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • New York
This Confidential Settlement Agreement and Mutual Release (the “Settlement Agreement”) is entered into as of September 14, 2023 (the “Settlement Date”), by and between [***] (“Claimant”), and BluJay Solutions Ltd., f/k/a Kewill Inc. (“Respondent”). Claimant and Respondent may be referred to herein individually as a “Party” or collectively as the “Parties”.
AMENDMENT NO. 1 CREDIT AGREEMENTCredit Agreement • July 15th, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • New York
CREDIT AGREEMENT, dated as of February 4, 2021 (this “Agreement”), among E2OPEN, LLC, a Delaware limited liability company (the “Borrower”), E2OPEN INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), the Lenders and Issuing Banks from time to time party hereto and GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and as Collateral Agent.
E2OPEN LETTERHEAD]Employment Agreement • March 1st, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Texas
The purpose of this letter agreement (this “Agreement”) is to set forth the terms of your continued employment with E2open, LLC, a Delaware limited liability company (the “Company”).
Re: Retention Agreement Dear [EXECUTIVE]:Retention Agreement • November 22nd, 2023 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Texas
This Retention Agreement (this “Agreement”) is made and entered into by and between E2open Parent Holdings, Inc., a Delaware corporation (“E2open”), E2open, LLC, a Delaware limited liability company (the “Company”) and [EXECUTIVE] (“Employee”) with respect to the following facts:
