0001193125-11-093925 Sample Contracts

NON-TENDER AND SUPPORT AGREEMENT

Non-Tender and Support Agreement • April 11th, 2011 • Eagle Parent, Inc. • Services-prepackaged software • Delaware

• Contract Type
  Non-Tender and Support Agreement
• Filed
  April 11th, 2011
• Company
  Eagle Parent, Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

THIS NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated April 4, 2011, is by and among Eagle Parent, Inc., a Delaware Corporation (“Parent”), Element Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) and the undersigned shareholders (each a “Shareholder”).

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • April 11th, 2011 • Eagle Parent, Inc. • Services-prepackaged software • Delaware

• Contract Type
  Tender and Support Agreement
• Filed
  April 11th, 2011
• Company
  Eagle Parent, Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated April 10, 2011, is by and among Eagle Parent, Inc., a Delaware Corporation (“Parent”), Element Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Elliott Management Corporation (the “Shareholder”).