Common use of Composition of the Board Clause in Contracts

Composition of the Board. At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

Composition of the Board. At and following the Closing(a) The Board shall consist of nine directors, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for Shareholders agree that the directors shall be nominated as follows: (i) so long as such Party holds the TPG Entities’ Aggregate Ownership Percentage of record or beneficially owns any Registrable SecuritiesOrdinary Shares is at least 10%, all Necessary Action up to cause the Board to two directors will be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the PartnersTPG Entities, acting collectively, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) so long as the TPG Entities’ Aggregate Ownership Percentage of this Investor Rights Agreement (each, a “Partner Director”), Ordinary Shares is at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall 5%, one director will be sufficiently independent to serve on nominated by the audit and compensation committees of the Board)TPG Entities, acting collectively; (ii) three (3) so long as the FP Entities’ Aggregate Ownership Percentage of whom have been Ordinary Shares is at least 10%, up to two directors will be nominated by the SponsorFP Entities, acting collectively, and thereafter designated so long as the FP Entities’ Aggregate Ownership Percentage of Ordinary Shares is at least 5%, one director will be nominated by the FP Entities, acting collectively; (iii) so long as Shah Capital’s Aggregate Ownership Percentage of Ordinary Shares is at least 5%, one director will be nominated by Shah Capital, (iv) the Chief Executive Officer of the Company will be nominated by the Shareholders, acting collectively; and (v) three directors will be nominated by the Chief Executive Officer and the Institutional Shareholders together; provided that, to the extent required under the Exchange Act rules and the rules of the securities exchange or quotation system on which the Ordinary Shares are traded, each such director nominated pursuant to Section 2.1(cthis clause (v) shall (x) not be an “Affiliate” or Section 2.1(dan “Associate” (as such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of this Investor Rights Agreement any of the Institutional Shareholders and (eachy) be an “independent director,” as such term is defined by the rules of the securities exchange or quotation system on which the Ordinary Shares are traded. If the number of directors that comprise the entire Board is increased, the number of directors added to the Board (the “Additional Directors”) must be a “Sponsor Director”)multiple of two, at least one (1) of whom and the Institutional Shareholders shall satisfy all applicable independence requirements (including being sufficiently independent continue to serve on the audit committee be entitled to nominate a majority of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedprovided in this Section 2.01.

Composition of the Board. At and following the Closing, each of the Partners Partner and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

Composition of the Board. At and following (a) Following the Closing, each closing of the Partners and IPO, Squadron shall have the Sponsorright (but not the obligation) to cause the Company, severally and not jointlyin its proxy statement as mailed out from time to time, agrees to takeinclude in its slate of recommended nominees for election to the Board: (i) four designees, for so long as such Party holds of record Squadron, together with its Affiliates, beneficially own, directly or beneficially owns any Registrable Securitiesindirectly, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) 35% or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees more of the Board), voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors; (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to takedesignees, for so long as such Party holds Squadron, together with its Affiliates, beneficially own, directly or indirectly, 20% or more, but less than 35%, of record or beneficially owns any Registrable Securities, the voting power of all Necessary Action shares of the Company’s capital stock entitled to cause vote generally in the foregoing directors to be divided into three (3) classes election of directors; and (iii) two designees, for so long as Squadron, together with each class serving for staggered three (3) year terms. The initial term its Affiliates, beneficially own, directly or indirectly, 10% or more, but less than 20%, of the voting power of all shares of the Company’s capital stock entitled to vote generally in the election of directors. Each person whom Squadron shall designate pursuant to this Section 2.02, and who is thereafter elected to the Board to serve as a Director, shall be referred to herein as a “Squadron Director.” The Squadron Directors shall initially consist of: Mxxxx Xxxxxxx, who shall serve as a Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term Director; a Squadron Director who will be appointed by the Board to fill the vacancy on the Board as of the date hereof, who, when appointed, shall serve as a Class II directors Director; and Dxxxx Xxxxxxxx and Hxxxxx Xxx, who shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the serve as Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedDirectors.

Composition of the Board. At and following the Closing, each Each of the Sponsor, the Xxxxxxx Equityholders, the IVP Equityholders, the Francisco Partners Equityholders and the SponsorTemasek Equityholder, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause (x) the Board to be comprised of up to eleven (11) directors and (y) those individuals to be nominated in accordance with this Article IIIII, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been or will be nominated by the SponsorIVP Representative, initially Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx (with one (1) vacancy) and thereafter designated pursuant to Section 2.1(c3.1(b) or Section 2.1(d3.1(g) of this Investor Rights Agreement (each, an “IVP Director”), (ii) five (5) of whom have been or will be nominated by CC Capital (on behalf of the Sponsor), initially Xxxxx X. Xxx, Xxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx (and two (2) vacancies) and thereafter designated pursuant to Section 3.1(c) or Section 3.1(g) of this Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly or will be nominated by the mutual agreement FP Representative, initially Xxxx Xxxx, and thereafter designated pursuant to Section 3.1(d) or Section 3.1(g) of Sponsor and the Partners this Agreement (the “Joint FP Director”), which Joint Director shall satisfy all applicable independence requirements(iv) one (1) of whom has been or will be nominated by the Temasek Equityholder, initially Xxxxxx Xxxxxxxx, and thereafter designated pursuant to Section 3.1(e) or Section 3.1(g) of this Agreement (the “Temasek Director”) and (v) the CEO of E2open, initially Xxxxxxx Xxxxxxxx (the “CEO Director”). At and following the Closing, each Each of the Sponsor Sponsor, the Xxxxxxx Equityholders, the IVP Equityholders, the Francisco Partners Equityholders and the PartnersTemasek Equityholder, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.year-terms as follows:

Composition of the Board. At and following the ClosingMarch 1, 2024, each of the Partners Sponsor, the Sellers and the SponsorPIF, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause (x) the Board to be comprised of eleven thirteen (1113) directors (subject to the parenthetical set forth in clause (v) of this paragraph and the proviso immediately following clause (vi) of this paragraph) and (y) those individuals to be nominated in accordance with this Article II, initially consisting of namely (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Seller Representative, initially Axxxx Xxxxxx, Hxxxxx Xxxxxxxxx and Mxxxxxx Xxxxx, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(f) of this Investor Rights Agreement (each, a “Seller Director”), (ii) two (2) of whom have been nominated by the Sponsor, initially Mxxxxxx Xxxxx and Gxxxx Xxxxxx, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d2.1(f) of this Investor Rights Agreement (each, a “Sponsor Director”), at least (iii) five (5) of whom have been nominated pursuant to Section 2.1(d) or Section 2.1(f) (each, an “Independent Director”), (iv) one of whom shall be the chief executive officer of PubCo (the “CEO Director”), (v) one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee be Dxxx Xxxxx for so long as he is executive chairman or non-executive chairman of the Board or for so long as a chair and the compensation committee as a memberBoard shall determine, in its sole discretion, to include him in the slate of nominees to be voted upon by the stockholders of PubCo (it being agreed, for avoidance of doubt, that such director nominee under this clause (v) shall only be applicable to the extent Dxxx Xxxxx is not then the CEO Director), ; and (iiivi) one (1) of whom has been jointly nominated by shall be Mxxx Xxxxx until PubCo’s 2024 Annual Meeting of Stockholders; provided that the mutual agreement Board size shall be comprised of Sponsor and either twelve (12) or eleven (11) directors, as applicable, at the Partners (time Mx. Xxxxx and/or Mx. Xxxxx are no longer serving as a director of the “Joint Director”), which Joint Director shall satisfy all applicable independence requirementsBoard. At and following the Closing, each of the Sponsor Sponsor, the Sellers and the PartnersPIF, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year year-terms. The initial term , and at least one Seller Director and one Sponsor Director in each class of directors, to the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are electedextent possible.

Composition of the Board. At and following the Closing, each of the Partners and the The Sponsor, severally the Sellers and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, PubCo shall take all Necessary Action to cause the Board to be comprised of eleven ten (1110) directors nominated in accordance with this Article IIdirectors, initially consisting of (i) seven five (75) of whom have been nominated by the PartnersSeller Representative, initially Dylan B. Lissette, Mxxxxxx X. Xxxx, Txxxxxx X. Xxxxx, B. Jxxx Xxxxxxxx and Jxxx X. Xxxxxxxx and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d2.1(e) of this Investor Rights Agreement (each, a “Partner Seller Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three five (35) of whom have been nominated by the SponsorSponsor Representative, initially Rxxxx X. Xxxxxxxx, Cxxxx X. Xxxxxxxx, Axxxxxx X. Xxxxxxxxx, Cxxxxxxxx Xxxx and Jxxxx X. Xxxxxxxx and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d2.1(e) of this Investor Rights Agreement (each, a “Sponsor Director”), provided that at least one such time as a chief executive officer that is not an Affiliate of either the Sellers or the Sponsor (1the “Outside CEO”) is elected by the Board, the Sponsor, the Sellers and PubCo shall take all Necessary Action to cause (x) the Board to be comprised of whom shall satisfy all applicable independence requirements eleven (including being sufficiently independent 11) directors, and (y) such Outside CEO to serve on the audit committee of be elected to the Board as a chair and the compensation committee eleventh member. At such time as a the Outside CEO is elected to the Board as the eleventh member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as both the Sellers and their Permitted Transferees, on the one hand, and the Sponsor and its Permitted Transferees, on the other hand, Beneficially Own Economic Interests (in PubCo and the Operating Company, without duplication) representing at least 75% of the Economic Interests held by such Party holds Party(ies) immediately after the Closing (excluding for these purposes, with respect to the Sellers and their Permitted Transferees, from both the percentage Beneficially Owned immediately after the Closing and percentage then Beneficially Owned at any time, the Foundation Transfer Amount, from and after the occurrence of record or beneficially owns any Registrable Securitiesthe Foundation Transfer), the Sponsor, the Sellers and PubCo shall take all Necessary Action to require that all actions of the Board be approved by seven (7) directors. The Sponsor, the Sellers and PubCo shall take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.year-terms as follows:

Composition of the Board. At and following the Closing, each of the Partners Sponsor, the Sellers and the SponsorPIF, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause (x) the Board to be comprised of (i) eleven (11) directors and (y) those individuals to be nominated in accordance with this Article II, initially consisting of (i) seven three (73) of whom have been nominated by the PartnersSeller Representative, initially Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxx and Xxxx Xxxxx, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d2.1(f) of this Investor Rights Agreement (each, a “Partner Seller Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, initially Xxxxxxx Xxxxx, Xxxxx August and an additional individual designated pursuant to Section 2.1(c), and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d2.1(f) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1iii) four (4) of whom shall satisfy all applicable independence requirements have been nominated pursuant to Section 2.1(d) or Section 2.1(f) (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member)each, an “Independent Director”) and (iiiiv) one (1) of whom has been jointly nominated by shall be the mutual agreement chief executive officer of Sponsor and the Partners PubCo (the “Joint CEO Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor Sponsor, the Sellers and the PartnersPIF, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year year-terms, and at least one Seller Director and one Sponsor Director in each class of directors. The initial term of the Class I directors shall expire immediately following PubCo’s 2021 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II III directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

Composition of the Board. As of immediately prior to the Closing, the Board shall be comprised of thirteen (13) directors, which such Persons have been allocated into classes in accordance with Section 2.1(b) below. Such thirteen (13) directors are, (i) two (2) directors nominated by the CVC Stockholder, Xxxxxxx Xxxxxxxx and Xxxxxxx Xxx (each, an “Initial CVC Director”), (ii) two (2) directors nominated by the LGP Stockholders, Xxx Xxxxxxxx and Xxx Xxxxx (each, an “Initial LGP Director”), (iii) one (1) director nominated by the Bain Stockholder, Xxxx Xxxxxx (the “Initial Bain Director”), (iv) three (3) directors nominated by the Xxxxxxx Sponsor, Xxxxx Xxxxx, Xxxx Xxxx and Xxxxx Xxxxxx, (each, an “Initial Xxxxxxx Sponsor Director”), (v) the Independent Directors and (vi) the Chief Executive Officer as of the Closing. At and following the Closing, Closing each of Seller, the Partners CVC Stockholder, the LGP Stockholders, the Bain Stockholder and Xxxxxxx Sponsor (collectively, the Sponsor“Stockholder Parties”) agrees, severally and not jointly, with PubCo (and only with PubCo), and PubCo agrees with each of the Stockholder Parties, severally and not jointly, to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause the Board to be comprised of eleven (11the individuals named in Section 2.1(a) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated or otherwise appointed pursuant to this Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each2.1; provided, a “Partner Director”)that, at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees obligations of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated Parties to take such Necessary Actions pursuant to Section 2.1(cthis sentence with respect to the Xxxxxxx Sponsor Directors shall cease on and from the date that is five (5) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and years following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

Composition of the Board. At and following the Closing, each of the Partners and the The Sponsor, severally the Sellers and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, PubCo shall take all Necessary Action to cause the Board to be comprised of eleven ten (1110) directors nominated in accordance with this Article IIdirectors, initially consisting of (i) seven five (75) of whom have been nominated by the PartnersSeller Representative, initially Dylan B. Lissette, Xxxxxxx X. Xxxx, Xxxxxxx X. Xxxxx, B. Xxxx Xxxxxxxx and Xxxx X. Xxxxxxxx and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d2.1(e) of this Investor Rights Agreement (each, a “Partner Seller Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three five (35) of whom have been nominated by the SponsorSponsor Representative, initially Xxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxxx, Xxxxxxxxx Xxxx and Xxxxx X. Xxxxxxxx and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d2.1(e) of this Investor Rights Agreement (each, a “Sponsor Director”), provided that at least one such time as a chief executive officer that is not an Affiliate of either the Sellers or the Sponsor (1the “Outside CEO”) is elected by the Board, the Sponsor, the Sellers and PubCo shall take all Necessary Action to cause (x) the Board to be comprised of whom shall satisfy all applicable independence requirements eleven (including being sufficiently independent 11) directors, and (y) such Outside CEO to serve on the audit committee of be elected to the Board as a chair and the compensation committee eleventh member. At such time as a the Outside CEO is elected to the Board as the eleventh member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as both the Sellers and their Permitted Transferees, on the one hand, and the Sponsor and its Permitted Transferees, on the other hand, Beneficially Own Economic Interests (in PubCo and the Operating Company, without duplication) representing at least 75% of the Economic Interests held by such Party holds Party(ies) immediately after the Closing (excluding for these purposes, with respect to the Sellers and their Permitted Transferees, from both the percentage Beneficially Owned immediately after the Closing and percentage then Beneficially Owned at any time, the Foundation Transfer Amount, from and after the occurrence of record or beneficially owns any Registrable Securitiesthe Foundation Transfer), the Sponsor, the Sellers and PubCo shall take all Necessary Action to require that all actions of the Board be approved by seven (7) directors. The Sponsor, the Sellers and PubCo shall take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.year-terms as follows:

Composition of the Board. At and following the Closing, each Each of the Sponsor, the Xxxxxxx Equityholders, the IVP Equityholders, the Francisco Partners Equityholders and the SponsorTemasek Equityholder, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause (x) the Board to be comprised of up to eleven (11) directors and (y) those individuals to be nominated in accordance with this Article IIIII, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been or will be nominated by the SponsorIVP Representative, initially Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx (with one (1) vacancy) and thereafter designated pursuant to Section 2.1(c3.1(b) or Section 2.1(d3.1(g) of this Investor Rights Agreement (each, an “IVP Director”), (ii) five (5) of whom have been or will be nominated by CC Capital (on behalf of the Sponsor), initially Xxxxx X. Xxx, Xxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx (and two (2) vacancies) and thereafter designated pursuant to Section 3.1(c) or Section 3.1(g) of this Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly or will be nominated by the mutual agreement FP Representative, initially Xxxx Xxxx, and thereafter designated pursuant to Section 3.1(d) or Section 3.1(g) of Sponsor and the Partners this Agreement (the “Joint FP Director”), which Joint Director shall satisfy all applicable independence requirements(iv) one (1) of whom has been or will be nominated by the Temasek Representative, initially Xxxxxx Xxxxxxxx, and thereafter designated pursuant to Section 3.1(e) or Section 3.1(g) of this Agreement (the “Temasek Director”) and (v) the CEO of E2open, initially Xxxxxxx Xxxxxxxx (the “CEO Director”). At and following the Closing, each Each of the Sponsor Sponsor, the Xxxxxxx Equityholders, the IVP Equityholders, the Francisco Partners Equityholders and the PartnersTemasek Equityholder, severally and not jointly, agrees with PubCo to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, take all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.year-terms as follows: