MATERIAL EVENT SERVICES AGREEMENTMaterial Event Services Agreement • February 10th, 2012 • Epicor International Holdings, Inc. • Services-prepackaged software • Delaware
This MATERIAL EVENT SERVICES AGREEMENT (this “Agreement”) is entered into as of December 31, 2011, by and between Epicor Software Corporation (f/k/a Eagle Parent, Inc.), a Delaware corporation (the “Company”) and Apax Partners, L.P., a Delaware limited partnership with offices located at 601 Lexington Avenue, 53rd Floor, New York, NY 10022 (the “Adviser”).
EAGLE GP, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • February 10th, 2012 • Epicor International Holdings, Inc. • Services-prepackaged software • Delaware
This STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of May 16, 2011 by and among Eagle GP, Inc., a Delaware corporation (the “Company”), and Apax Europe VI Nominees Limited (on behalf of Apax Europe V1-A, L.P. and Apax Europe VI-1, L.P.), Apax Europe VII Nominees Limited (on behalf of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-I, L.P.) and Apax US VII, L.P. (collectively, the “Apax Investors”), and each Person who after the date hereof acquires Stockholder Shares and agrees to be bound by this Agreement by executing a joinder to this Agreement in a form acceptable to the Board (as defined below) (the “Other Holders”, and together with the Apax Investors, the “Stockholders”). Capitalized terms used herein are defined in Section 20. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Limited Partnership Agreement of Eagle Topco LP, a Delaware limited partnership, (the “Partnership”), dated as o
EAGLE TOPCO LP AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated as of December 9, 2011Limited Partnership Agreement • February 10th, 2012 • Epicor International Holdings, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Eagle Topco LP, a Delaware limited partnership (the “Partnership”), is entered into on December 9, 2011 (the “Amendment Date”) by and among Eagle GP, Inc., a Delaware corporation, as the sole general partner and those persons and entities listed on the Schedule of Partners attached hereto as limited partners (and those limited partners subsequently admitted pursuant to the terms of this Agreement, together with their permitted successors and assigns who are admitted as Substituted Partners).
SERVICES AGREEMENTServices Agreement • February 10th, 2012 • Epicor International Holdings, Inc. • Services-prepackaged software • Delaware
This SERVICES AGREEMENT (this “Agreement”) is entered into as of December 31, 2011, by and between Epicor Software Corporation (f/k/a Eagle Parent, Inc.), a Delaware corporation (the “Company”), and EGL Holdco, Inc., a Delaware corporation (the “Adviser”).
