X0206 3 2021-02-04 0 0001800347 E2open Parent Holdings, Inc. ETWO 0001115047 MAUDLIN TIMOTHY I C/O SUCAMPO PHARMACEUTICALS, INC. 4520 EAST-WEST HIGHWAY, 3RD FLOOR BETHESDA MD 20814 1 0 0 0 Common Units Class A common stock 154134 I See footnote Series 1 Restricted Common Units Class A common stock 10627 I See footnote Series 2 Restricted Common Units Class A common stock 6376 I See footnote These securities were issued pursuant to the Business Combination Agreement, dated October 14, 2020, by and among CC Neuberger Principal Holdings I, E2open Holdings, LLC ("E2open Holdings"), and the other parties thereto, as amended January 28, 2021, pursuant to which, among other things, the Reporting Person retained 154,134 Common Units in E2open Holdings. These Common Units represent non-voting limited liability company interests in E2open Holdings subject to the terms of the Third Amended and Restated Limited Liability Company Agreement of E2open Holdings (the "LLC Agreement"). Beginning on August 4, 2021, these Common Units (together with the same number of shares of Class V common stock of the Issuer, which provide no economic rights in the Issuer but entitle the holder thereof to one vote per share of Class V common stock) may be exchanged at the discretion of the holder once per calendar quarter (subject to certain limitations set forth in the LLC Agreement) for shares of Class A common stock of the Issuer on a one-for-one basis (or the cash value thereof, at the election of the Issuer). These securities are held directly by the Timothy I. Maudlin Revocable Trust, of which the Reporting Person serves as a trustee. The Reporting Person disclaims beneficial ownership of the securities held by the Timothy I. Maudlin Revocable Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held by the Timothy I. Maudlin Revocable Trust. These Series 1 Restricted Common Units represent unvested, non-voting restricted limited liability company interests in E2open Holdings subject to the terms of the LLC Agreement. Each Series 1 Restricted Common Unit will vest on the first day on which the 5-day volume weighted average price of the Class A common stock is equal to at least $13.50, or upon certain change in control events specified in the LLC Agreement. Upon, vesting, each Series 1 Restricted Common Unit will convert automatically into one Common Unit. These Series 2 Restricted Common Units represent unvested, non-voting restricted limited liability company interests in E2open Holdings subject to the terms of the LLC Agreement. Each Series 2 Restricted Common Unit will vest on the first day on which the 20-day volume weighted average price of the Class A common stock is equal to at least $15.00, or upon certain change in control events specified in the LLC Agreement. Upon, vesting, each Series 2 Restricted Common Unit will convert automatically into one Common Unit. /s/ Jennifer S. Grafton, by Power of Attorney 2021-02-09