TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 17th, 2015 • Insight Venture Partners IX, L.P. • Services-prepackaged software • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 4, 2015, is entered into by and among Eagle Parent Holdings, LLC, a Delaware limited liability company (“Parent”), Eagle Acquisition Sub, Corp., a Delaware corporation (“Acquisition Sub”), and the Persons listed as “Stockholder” on the signature page hereto (collectively, “Stockholder”). Capitalized terms used in this Agreement and not defined have the meaning given to such terms in the Merger Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2015 • Insight Venture Partners IX, L.P. • Services-prepackaged software
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • February 17th, 2015 • Insight Venture Partners IX, L.P. • Services-prepackaged software • Delaware
This Interim Investors Agreement (this "Agreement") is made 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 direct wholly owned subsidiary of Parent ("Merger Sub"), Insight Venture Partners IX, L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners IX (Co-Investors), L.P. (collectively, "Insight") and Manchester Securities Corp. a New York corporation ("Elliott" and together with Insight, each, an "Investor" and collectively, the "Investors").
