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.
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.
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.
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”);
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 10th, 2021 • E2open Parent Holdings, Inc. • Services-computer processing & data preparation • Delaware
This letter agreement (this “Agreement”) is dated as of February 4, 2021 by and between 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”) 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.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification 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.
