Common use of TRA Party Representative Clause in Contracts

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the TRA Party Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iv) administration of the provisions of this TRA Agreement; (v) any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) taking actions the TRA Party Representative is authorized to take pursuant to the other provisions of this TRA Agreement; (vii) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer.

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties Members shall be deemed to have irrevocably constituted and appointed Holdings (in the capacity described in this Section 7.16 and each successor as provided below, the “TRA Party Representative Representative”) as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties Members which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, includingincluding but not limited to: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iv) administration of the provisions of this TRA Agreement; (v) giving or agreeing to, on behalf of such Members, any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative Representative, in its sole and absolute discretion, to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) amending this Agreement or any of the instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions the TRA Party Representative is expressly authorized to take pursuant to the other provisions of this TRA Agreement; (viiviii) negotiating and compromising, on behalf of such TRA PartiesMembers, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement or any other agreement contemplated hereby and executing, on behalf of such TRA PartiesMembers, any settlement agreement, release or other document with respect to such dispute or remedy; and (viiiix) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties Members in connection with this TRA Agreement or any other agreement contemplated hereby and paying any fees related thereto thereto. If the TRA Party Representative is unwilling to so serve, then the person then-serving as the TRA Party Representative shall be entitled to appoint its successor. To the fullest extent permitted by law, none of the TRA Party Representative, any of its Affiliates, or any of the TRA Party Representative’s or Affiliate’s directors, officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise to any Member, the Partnership or the Corporation for damages arising from any action taken or omitted to be taken by the TRA Party Representative or any other Person with respect to the Partnership or the Corporation, except in the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or omission suffered or taken by it on behalf of the Partnership or the Corporation or in furtherance of the interests of the Partnership or the Corporation in good faith in reliance upon and in accordance with the advice of such TRA Partiescounsel, subject accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to reimbursement by such TRA Partiesact or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. The TRA Party Representative Each of the Covered Persons may resign upon thirty (30) days’ written notice rely in good faith upon, and shall have no liability to the Corporate TaxpayerPartnership, the Corporation or the Members for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the TRA Party Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iviii) administration of the provisions of this TRA Agreement; (viv) any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (viv) taking actions the TRA Party Representative is authorized to take pursuant to the other provisions of this TRA Agreement; (viivi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viiivii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer.

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the TRA Party Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iviii) administration of the provisions of this TRA Agreement; (viv) any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (viv) taking actions the TRA Party Representative is authorized to take pursuant to the other provisions of this TRA Agreement; (viivi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viiivii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer. DocuSign Envelope ID: 5640C9D2-905E-4516-8835-44793B1794C8 E2OPEN HOLDINGS, LLC By: Name: ▇▇▇▇▇ ▇▇▇▇ Title: Vice President and Secretary E2OPEN PARENT HOLDINGS, INC. By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Accounting Officer and Treasurer INSIGHT E2OPEN AGGREGATOR, LLC By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory E2OPEN HOLDINGS, LLC By: Name: ▇▇▇▇▇ ▇▇▇▇ Title: Vice President and Secretary E2OPEN PARENT HOLDINGS, INC. By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO INSIGHT E2OPEN AGGREGATOR, LLC By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory (Entity Name, If Applicable) ▇▇▇▇ ▇▇▇▇▇▇ (Name of Signatory) (Title of Signatory, If an Entity) Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Altai Capital Eagle LP (Entity Name, If Applicable) By: Altai Capital Eagle GP LLC By: ▇▇▇▇▇ ▇▇▇▇▇ (Name of Signatory) (Title of Signatory, If an Entity) Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ (Entity Name, If Applicable) (Name of Signatory) (Title of Signatory, If an Entity) ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇. Scottsdale, AZ 85255 ▇▇▇@▇▇▇.▇▇▇ EFFEM MASTER FUND II PARALLEL, L.P. By: Performance Master II GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director EFFEM MASTER FUND II, L.P. By: Performance Master II GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director HELIOS ASSOCIATES, LLC By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President E2OPEN HOLDINGS, LLC By:_________________________________ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Vice President and Secretary E2OPEN PARENT HOLDINGS, INC. By:_________________________________ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO INSIGHT E2OPEN AGGREGATOR, LLC By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory INSIGHT VENTURE PARTNERS GROWTH- BUYOUT COINVESTMENT FUND (CAYMAN), L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general Partner By: Insight Venture Assocites Growth-Buyout Coinvestment, Ltd., its general partner By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory INSIGHT VENTURE PARTNERS GROWTH- BUYOUT COINVESTMENT FUND (DELAWARE), L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general Partner By: Insight Venture Assocites Growth-Buyout Coinvestment, Ltd., its general partner By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P. By: Insight Venture Associates IX, L.P., its general partner By: Insight Vensure Associates IX, Ltd., its general partner By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P. By: Insight Venture Associates IX, L.P., its general partner By: Insight Vensure Associates IX, Ltd., its general partner By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory DocuSign Envelope ID: C502E711-A583-487E-95E0-444DD09D352C Mumford 2014 Investments LLC (Entity Name, If Applicable) Managing Member (Title of Signatory, If an Entity) 191 Ramoso Rd Address: Portola Valley, CA 94028 ▇▇▇▇@▇▇▇▇.▇▇▇ Signature: By: Performance Direct Investments III GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director PERFORMANCE EFFEM PE FUND, L.P. (SERIES 2017) By: Performance EFFEM PE Fund GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director SESAME INVESTMENTS LP By: Middleton Investments Limited, as general partner By: ▇▇▇▇▇▇▇ Investment Management L.P., as investment manager By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President DocuSign Envelope ID: 44CFE48C-92CE-4B79-9290-F18271A2261A (Entity Name, If Applicable) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Name of Signatory) (Title of Signatory, If an Entity) Address: J-▇▇▇, ▇▇▇▇▇▇ ▇▇. ▇, Awas Vikas Keshavpuram, Kalyanpur Kanpur - 208019, India Email: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ (Entity Name, If Applicable) (Name of Signatory) (Title of Signatory, If an Entity) Address: Email: ▇▇▇▇ ▇▇▇▇▇▇ Altai Capital Eagle LP ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ CL Parent Holdings, LLC ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ EFFEM Master Fund II Parallel, L.P. EFFEM Master Fund II, L.P. Helios Associates, LLC ▇▇▇▇▇▇▇▇▇ ▇▇▇ Insight E2open Aggregator, LLC Insight Venture Partners (Cayman) IX, L.P. Insight Venture Partners (Delaware) IX, L.P. Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Mumford 2014 Investments, LLC ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Performance Direct Investments III, L.P. Performance EFFEM PE Fund, L.P. (Series 2017) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Sesame Investments LP ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as defined below), is by and among E2open Parent Holdings, Inc., a Delaware corporation (the “Corporate Taxpayer”), (“Transferee”). (“Transferor”) and

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the TRA Party Representative as its each TRA Party’s agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iviii) administration of the provisions of this TRA Agreement; (viv) any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (viv) taking actions the TRA Party Representative is authorized to take pursuant to the other provisions of this TRA Agreement; (viivi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viiivii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The TRA Parties shall promptly reimburse the TRA Party Representative for all reasonable costs and expenses incurred in connection with the TRA Party Representative performing its duties hereunder. The TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer.

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the TRA Party Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iviii) administration of the provisions of this TRA Agreement; (viv) any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (viv) taking actions the TRA Party Representative is authorized to take pursuant to the other provisions of this TRA Agreement; (viivi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viiivii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer. E2OPEN HOLDINGS, LLC By: Name: Title: E2OPEN PARENT HOLDINGS, INC. By: Name: Title: [TRA PARTY REPRESENTATIVE] By: Name: Title: TRA PARTIES: [________________] By: Name: Title: 1. Any cash tax liability with respect to any tax period (or portion thereof) ending on or before the Closing Date attributable to a tax contest, audit, proceeding or challenge, to the extent attributable to or with respect to transfer pricing or similar policies, practices or procedures of or with respect to any subsidiary of OpCo that is treated as a corporation for U.S. federal income tax purposes (each, a “Corporate Subsidiary”), including (i) any adjustment under Section 482 of the Code, with respect to any period (or portion thereof) ending on or prior to the Closing Date and (ii) any deemed dividend, distribution or other transfer of property by any Corporate Subsidiary to OpCo and its subsidiaries that is deemed to have occurred on or prior to the Closing Date. (see attached) INVESTOR RIGHTS AGREEMENT1 THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms hereof, this “Agreement”), dated as of [●], 202[●] (the “Effective Date”), is made by and among (i) E2open Parent Holdings, Inc., a Delaware corporation and successor to ▇▇ ▇▇▇▇▇▇▇▇▇ Principal Holdings I, a Cayman Islands exempted company (including any of its successors or assigns, “PubCo”); (ii) (A) Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., a Cayman Islands exempted limited partnership (“GBCF Cayman”), (B) Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., a Cayman Islands exempted limited partnership (“GBCF Delaware”), (C) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman”) and (D) Insight Venture Partners (Delaware) IX, L.P., a Delaware limited partnership (together with GBCF Cayman, GBCF Delaware, and IVP Cayman, the “IVP Blocked Equityholders”); (iii) [(A) [______], a [_____] and (B) [_____], a [_____]] (the “▇▇▇▇▇▇▇ Equityholders”, and collectively with the IVP Blocked Equityholders, the “Blocked Equityholders”); (iv) Insight E2open Aggregator, LLC (“IVP Aggregator”, together with the IVP Blocked Equityholders, the “IVP Equityholders”, and together with the Blocked Equityholders, the “Equityholders”); (v) ▇▇ ▇▇▇▇▇▇▇▇▇ Principal Holdings I Sponsor LLC, a Delaware limited liability company (the “Sponsor”); (vi) CC NB Sponsor 1 Holdings LLC, a Delaware limited liability company (“CC Capital”); (vii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Opportunistic Capital Solutions Master Fund LP, a Cayman Islands exempted company (“NBOKS” and, together with CC Capital, the “Founder Holders”); and (viii) ▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (each, a “CCNB1 Independent Director” and, together, the “CCNB1 Independent Directors”). Each of PubCo, each Equityholder, the Sponsor, each Founder Holder and each CCNB1 Independent Director may be referred to herein as a “Party” and collectively as the “Parties”.

TRA Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the TRA Party Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement, including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement; (iviii) administration of the provisions of this TRA Agreement; (viv) any and all consents, waivers, amendments or modifications deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (viv) taking actions the TRA Party Representative is authorized to take pursuant to the other provisions of this TRA Agreement; (viivi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viiivii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The TRA Party Representative may resign upon thirty (30) days’ written notice to the Corporate Taxpayer.. E2OPEN HOLDINGS, LLC By: /s/ L▇▇▇▇ ▇▇▇▇ Name: L▇▇▇▇ ▇▇▇▇ Title: Vice President and Secretary E2OPEN PARENT HOLDINGS, INC. By: /s/ D▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Accounting Officer and Treasurer INSIGHT E2OPEN AGGREGATOR, LLC By: /s/ A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory /s/ A▇▇▇ ▇▇▇▇▇▇ A▇▇▇ ▇▇▇▇▇▇ ALTAI CAPITAL EAGLE LP By: /s/ Rishi Bajaj Name: Rishi Bajaj Title: Managing Member /s/ A▇▇▇▇▇ ▇▇▇▇▇ A▇▇▇▇▇ ▇▇▇▇▇ /s/ A▇▇▇ ▇▇▇▇▇▇▇ A▇▇▇ ▇▇▇▇▇▇▇ /s/ B▇▇▇▇ ▇▇▇▇▇▇ B▇▇▇▇ ▇▇▇▇▇▇ CL PARENT HOLDINGS, LLC By: /s/ M▇▇▇ ▇▇▇ Name: M▇▇▇ ▇▇▇ Title: Manager /s/ C▇▇▇▇ ▇▇▇▇▇▇ C▇▇▇▇ ▇▇▇▇▇▇ /s/ D▇▇▇▇ Krakara E▇▇▇▇ ▇▇▇▇▇ Krakara E▇▇▇▇ EFFEM MASTER FUND II PARALLEL, L.P. By: Performance Direct Master II GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: /s/ F▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: F▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director EFFEM MASTER FUND II, L.P. By: Performance Direct Master II GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: /s/ F▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: F▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director HELIOS ASSOCIATES, LLC By: /s/ E▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President /s/ H▇▇▇▇▇▇▇▇ ▇▇▇ H▇▇▇▇▇▇▇▇ ▇▇▇ INSIGHT E2OPEN AGGREGATOR, LLC By: /s/ A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory INSIGHT VENTURE PARTNERS GROWTH-BUYOUT CONINVESTMENT FUND (CAYMAN), L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its General Partner By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its General Partner By: /s/ A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory INSIGHT VENTURE PARTNERS GROWTH-BUYOUT CONINVESTMENT FUND (DELAWARE), L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its General Partner By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its General Partner By: /s/ A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P. By: Insight Venture Associates IX, L.P., its General Partner By: Insight Venture Associates IX, Ltd., its General Partner By: /s/ A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P. By: Insight Venture Associates IX, L.P., its General Partner By: Insight Venture Associates IX, Ltd., its General Partner By: /s/ A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory /s/ J▇▇▇▇ ▇▇▇▇▇▇ B▇▇▇▇▇▇▇ ▇▇▇▇▇ A▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ J▇▇▇▇ ▇▇▇▇▇▇ P▇▇▇▇▇ ▇▇▇▇▇ G▇▇▇▇▇ ▇▇▇▇▇▇ /s/ J▇▇▇▇▇ ▇▇▇ J▇▇▇▇ ▇▇▇▇▇▇ J▇▇ ▇▇▇▇▇ /s/ K▇▇▇▇ ▇▇▇▇▇▇ K▇▇▇▇ ▇▇▇▇▇▇ /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MUMFORD 2014 INVESTMENTS LLC By: /s/ J▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: J▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President /s/ N▇▇▇▇▇ ▇. ▇▇▇▇▇ N▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ O▇▇▇ ▇. ▇▇▇▇▇▇▇▇ O▇▇▇ ▇. ▇▇▇▇▇▇▇▇ PERFORMANCE DIRECT INVESTMENTS III, L.P. By: Performance Direct Investments III GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: Name: F▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director PERFORMANCE EFFEM PE FUND, L.P. (SERIES 2017) By: Performance EFFEM PE Fund GP, LLC, its General Partner By: Performance Equity Management, LLC, its Manager By: Name: F▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director /s/ P▇▇▇▇ ▇▇▇▇▇▇▇ P▇▇▇▇ ▇▇▇▇▇▇▇ /s/ R▇▇▇▇▇ ▇. ▇▇▇▇▇ R▇▇▇▇▇ ▇. ▇▇▇▇▇ SESAME INVESTMENTS LP By: Middleton Investments Limited, as general partner By: E▇▇▇▇▇▇ Investment Management L.P., as investment manager By: /s/ E▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President /s/ S▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ /s/ T▇▇▇▇ ▇▇▇▇▇ T▇▇▇▇ ▇▇▇▇▇ /s/ T▇▇▇▇▇▇ ▇▇▇▇▇▇▇ T▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ J▇▇▇ ▇▇▇▇▇▇▇▇▇▇ J▇▇▇ ▇▇▇▇▇▇▇▇▇▇ /s/ M▇▇▇ ▇▇▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇▇▇ /s/ P▇▇▇▇▇▇▇▇ ▇. Boccasam P▇▇▇▇▇▇▇▇ ▇. Boccasam /s/ V▇▇▇▇ ▇▇▇▇▇ V▇▇▇▇ ▇▇▇▇▇ /s/ A▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ A▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇