TAX RECEIVABLE AGREEMENT amongTax Receivable Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [•], is hereby entered into by and among Packable Commerce, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Party Representative and each of the other persons from time to time party hereto (the “TRA Parties”). Capitalized terms used but not defined herein have their respective meanings set forth in the Merger Agreement.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of September 8, 2021, by each of the Persons named on Schedule I attached hereto (each, an “Equityholder” and collectively, the “Equityholders”), in favor of, and for the benefit of Highland Transcend Partners I Corp., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication (as defined below), “HTP”), and Packable Holdings, LLC, a Delaware limited liability company (together with its successors, including the surviving limited liability company in the Merger (as defined below), the “Company”). For purposes of this Agreement, HTP, the Company and the Equityholders are each a “Party” and collectively the “Parties”. Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [-], is made and entered into by and among Packable Commerce, Inc., a Delaware corporation (the “Company”), Highland Transcend Partners I, LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each, a “Holder” and collectively, the “Holders”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PACKABLE HOLDINGS, LLCLimited Liability Company Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Packable Holdings, LLC, a Delaware limited liability company (the “Company”), is made as of [•], 2021 (the “Effective Date”) by and among Packable Commerce, Inc., a Delaware corporation (“PubCo”), as the Managing Member, and the Members set forth on Schedule I hereto and each other person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act (as defined below).
Re: Sponsor Letter AgreementSponsor Letter Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks
This letter agreement (this “Sponsor Letter Agreement”) is being delivered in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented, modified or waived from time to time in accordance with its terms, the “Merger Agreement”), by and among Highland Transcend Partners I Corp., a Cayman Islands exempted company (including any successor entity thereto, including upon the Domestication (as defined in the Merger Agreement), “HTP”), Picasso Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of HTP (“Blocker Merger Sub I”), Picasso Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct subsidiary of HTP (“Blocker Merger Sub II” and together with Blocker Merger Sub I, “Blocker Merger Subs”), Picasso Merger Sub III, LLC a Delaware limited liability company and a wholly owned direct subsidiary of HTP (“Company Merger Sub”, and together with HTP and the Blocker Merger Subs, the
EXCHANGE AGREEMENTExchange Agreement • September 9th, 2021 • Highland Transcend Partners I Corp. • Blank checks • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [•], 2021, by and among Packable Commerce, Inc., a Delaware corporation, Packable Holdings, LLC, a Delaware limited liability company, and the holders from time to time party hereto, other than the Corporation (as defined herein), of Common Units (as defined herein) from time to time party hereto.
