SUPPORT AGREEMENTSupport Agreement • November 6th, 2013 • Open Text Corp • Services-computer integrated systems design • Delaware
Contract Type FiledNovember 6th, 2013 Company Industry JurisdictionThis SUPPORT AGREEMENT (this “Agreement”), dated as of November 4, 2013, by and among GXS Group, Inc., a Delaware corporation (together with its successors and permitted assigns, including, without limitation, the Surviving Corporation, the “Company”), Open Text Corporation, a Canadian corporation (“Parent”), and CCG Investment Fund, L.P., CCG Associate – QP, LLC, CCG Investment Fund – AI, LP, CCG AV, LLC – Series A, CCG AV, LLC – Series C and CCG CI, LLC, (each,, a “Securityholder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in that certain Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), by and among Parent, Ocelot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), the Company, and Global Acquisition LLC, solely in its capacity as the stockholders’ representative.
SUPPORT AGREEMENTSupport Agreement • November 6th, 2013 • Open Text Corp • Services-computer integrated systems design • Delaware
Contract Type FiledNovember 6th, 2013 Company Industry JurisdictionThis SUPPORT AGREEMENT (this “Agreement”), dated as of November 4, 2013, by and among GXS Group, Inc., a Delaware corporation (together with its successors and permitted assigns, including, without limitation, the Surviving Corporation, the “Company”), Open Text Corporation, a Canadian corporation (“Parent”), and Global Acquisition LLC (the “Securityholder”), and, solely for the purposes of Section 22 hereof, Francisco Partners, L.P., Francisco Partners Fund A, L.P., FP Annual Fund Investors, LLC, Norwest Venture Partners VI, L.P., Norwest Venture Partners VII, LP, and Norwest Venture Partners IX, LP (each, a “Guarantor” and collectively, the “Guarantors”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in that certain Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), by and among Parent, Ocelot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), the Company, and Globa
SUPPORT AGREEMENTSupport Agreement • November 6th, 2013 • Open Text Corp • Services-computer integrated systems design • Delaware
Contract Type FiledNovember 6th, 2013 Company Industry JurisdictionThis SUPPORT AGREEMENT (this “Agreement”), dated as of November 4, 2013, by and among GXS Group, Inc., a Delaware corporation (together with its successors and permitted assigns, including, without limitation, the Surviving Corporation, the “Company”), Open Text Corporation, a Canadian corporation (“Parent”), and Cerberus America Series One Holdings LLC and Cerberus Series Two Holdings LLC (each, a “Securityholder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in that certain Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), by and among Parent, Ocelot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), the Company, and Global Acquisition LLC, solely in its capacity as the stockholders’ representative.