SUPPORT AGREEMENTSupport Agreement • November 6th, 2013 • Open Text Corp • Services-computer integrated systems design • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of November 4, 2013, by and among GXS Group, Inc., a Delaware corporation (together with its successors and permitted assigns, including, without limitation, the Surviving Corporation, the “Company”), Open Text Corporation, a Canadian corporation (“Parent”), and CCG Investment Fund, L.P., CCG Associate – QP, LLC, CCG Investment Fund – AI, LP, CCG AV, LLC – Series A, CCG AV, LLC – Series C and CCG CI, LLC, (each,, a “Securityholder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in that certain Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), by and among Parent, Ocelot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), the Company, and Global Acquisition LLC, solely in its capacity as the stockholders’ representative.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN OPEN TEXT CORPORATION, OCELOT MERGER SUB, INC., GXS GROUP, INC., AND THE STOCKHOLDERS’ REPRESENTATIVE DATED AS OF NOVEMBER 4, 2013Agreement and Plan of Merger • November 6th, 2013 • Open Text Corp • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 4, 2013 (the “Execution Date”), among Open Text Corporation, a corporation incorporated under the laws of Canada (“Parent”), Ocelot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), GXS Group, Inc., a Delaware corporation (the “Company”), and Global Acquisition LLC, solely in its capacity as the Stockholders’ Representative (as defined herein).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG OPEN TEXT CORPORATION AND THE PRINCIPAL STOCKHOLDERS (AS DEFINED HEREIN) AND FOR THE BENEFIT OF THE HOLDERS (AS DEFINED HEREIN) DATED AS OF NOVEMBER 4, 2013Registration Rights Agreement • November 6th, 2013 • Open Text Corp • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT (as amended, modified and supplemented from time to time, the “Agreement”), dated as of November 4, 2013, by and among Open Text Corporation, a corporation incorporated under the laws of Canada (the “Company”), and the other parties named on the signature pages hereto (collectively, the “Principal Stockholders”), and for the benefit of the Holders (as defined below).
