SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

E2open, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

29788A104

(CUSIP Number)

Blair Flicker, Esq.

c/o Insight Venture Partners

1114 Avenue of the Americas, 36th Floor

New York, NY 10036

(212) 230-9200

With a copy to:

Gordon R. Caplan, Esq.

Morgan D. Elwyn, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 4, 2015

(Date of Event which Requires

Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.29788A104
1	NAMES OF REPORTING PERSONS Eagle Parent Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a)   ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,987,295 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,987,295 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,987,295 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (See Item 5) (based on 29,320,360 shares of Common Stock outstanding as of February 3, 2015)
14	TYPE OF REPORTING PERSON (See Instructions) OO

SCHEDULE 13D

CUSIP No.29788A104
1	NAMES OF REPORTING PERSONS Eagle Acquisition Sub, Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a)   ☐  (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,987,295 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,987,295 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,987,295 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (See Item 5) (based on 29,320,360 shares of Common Stock outstanding as of February 3, 2015)
14	TYPE OF REPORTING PERSON (See Instructions) CO

SCHEDULE 13D

CUSIP No.29788A104
1	NAMES OF REPORTING PERSONS Insight Venture Partners IX, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a)   ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,987,295 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,987,295 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,987,295 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (See Item 5) (based on 29,320,360 shares of Common Stock outstanding as of February 3, 2015)
14	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No.29788A104
1	NAMES OF REPORTING PERSONS Insight Venture Partners IX (Co-Investors), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a)   ☐  (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,987,295 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,987,295 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,987,295 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (See Item 5) (based on 29,320,360 shares of Common Stock outstanding as of February 3, 2015)
14	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No.29788A104
1	NAMES OF REPORTING PERSONS Insight Venture Partners (Cayman) IX, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a)   ☐  (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,987,295 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,987,295 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,987,295 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (See Item 5) (based on 29,320,360 shares of Common Stock outstanding as of February 3, 2015)
14	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No.29788A104
1	NAMES OF REPORTING PERSONS Insight Venture Associates IX, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a)   ☐  (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,987,295 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,987,295 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,987,295 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (See Item 5) (based on 29,320,360 shares of Common Stock outstanding as of February 3, 2015)
14	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No.29788A104
1	NAMES OF REPORTING PERSONS Insight Venture Associates IX, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a)   ☐  (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,987,295 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,987,295 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,987,295 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (See Item 5) (based on 29,320,360 shares of Common Stock outstanding as of February 3, 2015)
14	TYPE OF REPORTING PERSON (See Instructions) CO

SCHEDULE 13D

CUSIP No.29788A104
1	NAMES OF REPORTING PERSONS Insight Holdings Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a)   ☐  (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,987,295 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,987,295 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,987,295 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% (See Item 5) (based on 29,320,360 shares of Common Stock outstanding as of February 3, 2015)
14	TYPE OF REPORTING PERSON (See Instructions) OO

Item 1.Security and Issuer

This statement on Schedule 13D (this “Statement”) is being filed on behalf of the Reporting Persons (as defined in Item 2(a) below) with respect to the shares of Common Stock, par value $0.001 per share (the “Common Stock”) of E2open, Inc., a Delaware corporation (“E2open”), whose principal executive offices are located at 4100 East Third Avenue, Suite 400, Foster City, California 94404.

Item 2.Identity and Background.

(a)	This Statement is being filed jointly on behalf of (i) Eagle Parent Holdings, LLC, a Delaware limited liability company (“Parent”), (ii) Eagle Acquisition Sub, Corp., a Delaware corporation (“Acquisition Sub”), (iii)  Insight Venture Partners IX, L.P., a Cayman Islands exempted limited partnership (“IVP”), (iv) Insight Venture Partners IX (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Invest”), (v) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman” and together with IVP and IVP Co-Invest, the “Insight IX Funds”), (vi) Insight Venture Associates IX, L.P., a Cayman Islands exempted limited partnership (“IVA”), (vii) Insight Venture Associates IX, Ltd., a Cayman Islands exempted company (“IVA Ltd.”), and (viii) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings” and together with Parent, Acquisition Sub, the Insight IX Funds, IVA, and IVA Ltd., the “Reporting Persons”).  The general partner of each of the Insight IX Funds is IVA, whose general partner is IVA Ltd. The sole shareholder of IVA Ltd. is Holdings, which is managed by a five (5) person Board of Managers.
	Schedule I hereto, with respect to Parent, Schedule II hereto, with respect to Acquisition Sub, Schedule III hereto, with respect to IVA Ltd., and Schedule IV hereto, with respect to Holdings, sets forth lists of all the directors/managers and executive officers or persons holding equivalent positions (the “Scheduled Persons”) of each such Reporting Person.
	The Reporting Persons have entered into a Joint Filing Agreement, dated February 11, 2015, a copy of which is attached as Exhibit 99.1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d−1(k)(1) of the Act.
(b)	The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th floor, New York, NY 10036.  Schedule I, Schedule II, Schedule III and Schedule IV hereto set forth the principal business address of each Scheduled Person.
(c)	The principal business of each of the Insight IX Funds is making private equity and related investments.  The principal business of IVA is acting as the general partner of the Insight IX Funds. The principal business of IVA Ltd. is acting as the general partner of IVA, and other affiliated entities.  The principal business of Holdings is acting as the shareholder of IVA Ltd. and other affiliated entities.  Parent and Acquisition Sub are newly formed entities organized by the Insight IX Funds for the purpose of acquiring all of the issued and outstanding shares of the Common Stock and consummating the transactions contemplated by the Merger Agreement (as defined below in Item 4).  The II Agreement (as defined in Item 3 below) provides that, as of the Effective Time (as defined in the Merger Agreement), Parent will be owned by: (i) IVP, holding 44.18% of Parent’s membership interests, (ii) IVP Co-Invest, holding 1.26% of Parent’s membership interests, (iii) IVP Cayman, holding 29.55% of Parent’s membership interests, and (iv) Manchester Securities Corp., a New York corporation (“Manchester”), an affiliate of Elliott Management Corporation, holding 25.00% of Parent’s membership interests.  Acquisition Sub is a wholly-owned subsidiary of Parent. Schedule I, Schedule II, Schedule III and Schedule IV hereto set forth the principal occupation or employment of each Scheduled Person.
(d)	During the last five years, none of the Reporting Persons nor any of the Scheduled Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons nor any of the Scheduled Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Parent, Acquisition Sub and Holdings are organized under the laws of the State of Delaware.  IVP, IVP Co-Invest, IVP Cayman, IVA and IVA Ltd. are organized under the laws of the Cayman Islands.  Schedule I, Schedule II, Schedule III and Schedule IV hereto set forth the citizenship of each Scheduled Person.

Item 3.Sources and Amount of Funds or Other Consideration

As described in response to Item 4, the shares of Common Stock to which this Statement relates have not been purchased by the Reporting Persons as of the date of this filing, and thus no funds were used for this purpose.

It is anticipated that the funding for the transactions contemplated by the Merger Agreement (as defined in Item 4 below) (the “Transactions”) will consist of a combination of (i) equity financing in the form of cash to be contributed to Parent by the Insight IX Funds and Manchester as described in Item 4 below and (ii) debt financing.

In connection with entering into the Merger Agreement, Parent, Acquisition Sub, the Insight IX Funds and Manchester entered into that certain Interim Investors Agreement, dated as of February 4, 2015 (the “II Agreement”). The II Agreement governs the actions of Parent and Acquisition Sub and the relationship between the Insight IX Funds and Manchester with respect to the Merger Agreement and the transactions contemplated thereby.

As a condition to Parent’s and Acquisition Sub’s willingness to enter into the Merger Agreement, Parent and Acquisition Sub entered into Tender and Support Agreements (as defined in Item 4 below) with the Supporting Stockholders (as defined in Item 4 below).  Pursuant to, and subject to the terms and conditions of, the Tender and Support Agreements, each Supporting Stockholder has agreed, among other things, to tender, and not withdraw, the Subject Shares (as defined in Item 4 below) without the prior written consent of Parent.  None of the Reporting Persons or E2open paid additional consideration to the Supporting Stockholders in connection with the execution and delivery of the Tender and Support Agreements.

Item 4.Purpose of Transaction.

Merger Agreement and Tender Offer

On February 4, 2015, Parent and Acquisition Sub entered into an Agreement and Plan of Merger with E2open, a copy of which has been filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 5, 2015, and is incorporated by reference in its entirety as Exhibit 99.2 (the “Merger Agreement”).  Under the Merger Agreement, among other things, Acquisition Sub will commence a tender offer (the “Offer”) to purchase all of the Common Stock, at a price per share of $8.60 in cash, net to the holder thereof (the “Offer Price”), without interest and less applicable tax withholdings. Upon successful completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Acquisition Sub will be merged with and into E2open (the “Merger”), and E2open will survive the Merger as a direct wholly-owned subsidiary of Parent.  It is anticipated that the Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no stockholder vote required to consummate the Merger.

Interim Investors Agreement

Concurrently with the execution of the Merger Agreement, the Insight IX Funds, Manchester, Parent and Acquisition Sub entered into the II Agreement, which governs the actions of Parent and Acquisition Sub and the relationship between the Insight IX Funds and Manchester with respect to the Merger Agreement and the Transactions. The parties to the II Agreement agreed that Parent and Acquisition Sub would not, and the Insight IX Funds would not permit Parent or Acquisition Sub to, modify or amend the Merger Agreement or the Offer to modify the form of merger consideration or increase the Offer Price, extend the termination date of the Merger Agreement by more than ninety (90) days or increase any obligation under the parties’ limited guarantees made in favor of E2open, provided that the Insight IX Funds may take such actions but must first terminate Manchester’s participation in the Transactions if Manchester does not consent. Furthermore, the parties agreed that, until the termination of the II Agreement, they will not, and will cause their affiliates not to, directly or indirectly acquire any beneficial ownership of any shares of Common Stock, other than in connection with the purchase of Common Stock validly tendered pursuant to the Offer and not withdrawn and transactions between the parties and their respective affiliates.

 

In addition, pursuant to the II Agreement, the Insight IX Funds and Manchester agreed to negotiate in good faith with each other the form of, and enter into, a Limited Liability Company Agreement for Parent, which will incorporate certain previously negotiated terms. The II Agreement will automatically terminate on the earliest of (i) the Effective Time (as defined in the Merger Agreement) or (ii) the valid termination of the Merger Agreement.

Tender and Support Agreements

In connection with the execution and delivery of the Merger Agreement, Parent and Acquisition Sub entered into, in each case dated as of February 4, 2015, (i) a tender and support agreement with Crosspoint Venture Partners 2000, L.P. and  Crosspoint Venture Partners 2000 (Q), L.P. (the “Crosspoint Tender and Support Agreement”) and (ii) a second tender and support agreement with Mumford Family Trust, Mumford Lana’i LLC and Mumford CVP 2000 L.P. (the “Mumford Tender and Support Agreement” and together with the Crosspoint Tender and Support Agreement, the “Tender and Support Agreements”) (the entities described in clauses (i) and (ii), collectively, the “Supporting Stockholders”).  Pursuant to and subject to the terms and conditions of the Tender and Support Agreements, the Supporting Stockholders agreed, subject to certain limited specified exceptions as set forth therein, to tender, and not withdraw, all outstanding shares of Common Stock beneficially owned by them, or acquired by them after such date (collectively, the “Subject Shares”).  In addition, pursuant to and subject to the terms and conditions of the Tender and Support Agreements, the Supporting Stockholders have agreed, subject to certain exceptions as set forth therein, to refrain from disposing of the Subject Shares and soliciting alternative acquisition proposals to the Transactions.  The Tender and Support Agreements will automatically terminate upon certain circumstances, including upon termination of the Merger Agreement.

Based upon information provided by the Supporting Stockholders in their respective Tender and Support Agreements, as of February 4, 2015, the Subject Shares included: (i) 172,701 Shares of Common Stock beneficially owned by Crosspoint Venture Partners 2000, L.P., (ii) 1,505,882 Shares of Common Stock beneficially owned by Crosspoint Venture Partners 2000 (Q), L.P., (iii) 1,874,386 Shares of Common Stock beneficially owned by Mumford Family Trust, (iv) 433,138 Shares of Common Stock beneficially owned by Mumford Lana’i LLC and (v) 1,188 Shares of Common Stock beneficially owned by Mumford CVP 2000 L.P.

The Reporting Persons may be deemed to have acquired shared voting and disposition power with respect to the Subject Shares by reason of the execution and delivery of the Tender and Support Agreements by Parent and Acquisition Sub.

The foregoing descriptions of the Merger Agreement, the II Agreement, the Crosspoint Tender and Support Agreement and the Mumford Tender and Support Agreement, do not purport to be complete and are qualified in their entirety by reference to such agreements. The Merger Agreement, the II Agreement, the Crosspoint Tender and Support Agreement and the Mumford Tender and Support Agreement, are each attached hereto as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, to this Statement and incorporated by referenced herein.

The primary purpose of the transactions described above is for Parent, through Acquisition Sub, to acquire all of the outstanding shares of Common Stock. Parent required that the Supporting Stockholders agree to enter into the Tender and Support Agreements as part of the inducements for Parent and Acquisition Sub to enter into the Merger Agreement and to consummate the Transactions, including the Offer and the Merger. Upon consummation of the Transactions, E2open will become a wholly-owned subsidiary of Parent, the Common Stock will cease to be freely traded or listed and will be de−registered under the Act.

Except as set forth in this Statement or as contemplated by the Merger Agreement, the II Agreement or the Tender and Support Agreements, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Scheduled Persons has any present plans or proposals which relate to or which would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.Interest in Securities of the Issuer.

(a)

The Supporting Stockholders collectively own 3,987,295 shares of Common Stock. The Reporting Persons, for the purpose of Rule 13d-3 under the Act, therefore may, by reason of the execution and delivery of the Tender and Support Agreements, be deemed to share beneficial ownership over 3,987,295 shares of Common Stock, which would represent 13.6% of the Common Stock, issued and outstanding as of February 3, 2015, as disclosed in the Merger Agreement. Other than for the purposes of Rule 13d-3 under the Act, the Reporting Persons expressly disclaim beneficial ownership of such shares, and nothing herein shall be deemed to be an admission by the Reporting Persons as to the beneficial ownership of such shares. To the Reporting Persons' knowledge, no shares of Common Stock are beneficially owned by any Scheduled Person.

(b)

The Reporting Persons, by reason of the execution and delivery of the Tender and Support Agreements, may be deemed to have shared dispositive power with the Supporting Stockholders with respect to 3,987,295 shares of Common Stock, representing approximately 13.6% of the Common Stock, issued and outstanding as of February 3, 2015, as disclosed in the Merger Agreement. Neither the filing of

	this Statement nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Act or for any other purpose. The Reporting Persons (i) are not entitled to any rights as a stockholder of E2open as to the Subject Shares, except as otherwise expressly provided in the Tender and Support Agreements, and (ii) have no power to vote, direct the voting of, dispose of, or direct the disposal of, any shares of Common Stock other than the power provided pursuant to the Tender and Support Agreements.
(c)	Except as described in this Statement (including the schedules to this Statement), during the last sixty (60) days there were no transactions in the Common Stock effected by the Reporting Persons or the Scheduled Persons.
(d)	Except as set forth in this Item 5 and for persons referred to in Item 2 above, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock that may be deemed to be beneficially owned by the Reporting Persons.
(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer.

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into a Joint Filing Agreement, attached hereto as Exhibit 99.1 and incorporated by reference herein, with respect to the joint filing of this Statement and any amendments thereto. The information set forth, or incorporated by reference, in Item 3 through 5 of this Statement is hereby incorporated by reference into this Item 6.  Except as described herein, there are no contracts, arrangements, undertakings or relationships (legal or otherwise) among the persons named in Item 2 above or between such persons and any other person with respect to any securities of the Company.

Item 7.Material to Be Filed as Exhibits.

Exhibit 99.1	Joint Filing Agreement, dated February 11, 2015, by and between the Reporting Persons.
Exhibit 99.2	Agreement and Plan of Merger, dated February 4, 2015, by and among Eagle Parent Holdings, LLC, Eagle Acquisition Sub, Corp. and E2open, Inc. (incorporated by reference to Exhibit 2.1 to E2open’s Current Report on Form 8-K filed on February 5, 2015).
Exhibit 99.3	Interim Investors Agreement, dated February 4, 2015, by and among Insight Venture Partners IX, L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners IX (Co-Investors), L.P., Manchester Securities Corp., Eagle Parent Holdings, LLC and Eagle Acquisition Sub, Corp.
Exhibit 99.4	Tender and Support Agreement, dated February 4, 2015, by and among Eagle Parent Holdings, LLC, Eagle Acquisition Sub, Corp., Crosspoint Venture Partners 2000, L.P. and Crosspoint Venture Partners 2000 (Q), L.P.
Exhibit 99.5	Tender and Support Agreement, dated February 4, 2015, by and among Eagle Parent Holdings, LLC, Eagle Acquisition Sub, Corp., Mumford Family Trust, Mumford Lana’i LLC and Mumford CVP 2000 L.P.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  February 17, 2015	EAGLE PARENT HOLDINGS, LLC By:  /s/ Blair Flicker ______________________Name:  Blair Flicker Title:    Secretary
Dated:  February 17, 2015	EAGLE ACQUISITION SUB, CORP. By:  /s/ Blair Flicker ______________________Name:  Blair Flicker Title:    Secretary
Dated:  February 17, 2015	INSIGHT VENTURE PARTNERS IX, L.P. By: Insight Venture Associates IX, L.P. Its: General Partner By: Insight Venture Associates IX, Ltd. Its: General Partner By:  /s/ Blair Flicker ______________________ Name: Blair Flicker Title: Authorized Officer
Dated:  February 17, 2015	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/ Blair Flicker ______________________ Name: Blair Flicker Title: Authorized Officer

Dated:  February 17, 2015	INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P. By: Insight Venture Associates IX, L.P. Its: General Partner By: Insight Venture Associates IX, Ltd. Its: General Partner By:  /s/ Blair Flicker ______________________ Name: Blair Flicker Title: Authorized Officer
Dated:  February 17, 2015	INSIGHT VENTURE ASSOCIATES IX, L.P. By: Insight Venture Associates IX, Ltd. Its: General Partner By:  /s/ Blair Flicker ______________________ Name: Blair Flicker Title: Authorized Officer
Dated:  February 17, 2015	INSIGHT VENTURE ASSOCIATES IX, LTD. By:  /s/ Blair Flicker ______________________ Name: Blair Flicker Title: Authorized Officer
Dated:  February 17, 2015	INSIGHT HOLDINGS GROUP, LLC By:  /s/ Blair Flicker ______________________ Name: Blair Flicker Title: Secretary

SCHEDULE I

Eagle Parent Holdings, LLC

Name and Position of Officer/Manager	Principal Business Address	Principal Occupation or Employment	Citizenship
Insight Venture Partners IX, L.P., member	1114 Avenue of the Americas, 36th floor, New York, NY 10036	n/a	USA
Insight Venture Partners IX (Co-Investors), L.P., member	1114 Avenue of the Americas, 36th floor, New York, NY 10036	n/a	USA
Insight Venture Partners (Cayman) IX, L.P., member	1114 Avenue of the Americas, 36th floor, New York, NY 10036	n/a	USA
Deven Parekh, Director	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Managing Director of Insight Venture Partners	USA
Ryan Hinkle, Director	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Managing Director of Insight Venture Partners	USA
Ross Devor, Director and Vice President	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Principal of Insight Venture Partners	USA
Mark Lessing, President	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Chief Financial Officer and Managing Director of Insight Venture Partners	USA
Blair Flicker, Secretary	1114 Avenue of the Americas, 36th floor, New York, NY 10036	General Counsel and Managing Director of Insight Venture Partners	USA

SCHEDULE II

Eagle Acquisition Sub, Corp.

Name and Position of Officer/Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Deven Parekh, Director	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Managing Director of Insight Venture Partners	USA
Ryan Hinkle, Director	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Managing Director of Insight Venture Partners	USA
Ross Devor, Director and Vice President	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Principal of Insight Venture Partners	USA
Mark Lessing, President	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Chief Financial Officer and Managing Director of Insight Venture Partners	USA
Blair Flicker, Secretary	1114 Avenue of the Americas, 36th floor, New York, NY 10036	General Counsel and Managing Director of Insight Venture Partners	USA

SCHEDULE III

Insight Venture Associates IX, Ltd.

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Jeffrey Horing, Director, Authorized Officer	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Managing Director of Insight Venture Partners	USA
Blair Flicker, Alternate Director, General Counsel, Vice President, Authorized Officer	1114 Avenue of the Americas, 36th floor, New York, NY 10036	General Counsel and Managing Director of Insight Venture Partners	USA

Deven Parekh, Authorized Officer, Vice President	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Managing Director of Insight Venture Partners	USA
Mark Lessing, Authorized Officer, Vice President, Chief Financial Officer	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Chief Financial Officer and Managing Director of Insight Venture Partners	USA
Eric Goldstein, Authorized Officer, Vice President	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Chief Compliance Officer and Deputy General Counsel of Insight Venture Partners	USA

SCHEDULE IV

Insight Holdings Group, LLC

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Jeffrey Horing, Manager	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Managing Director of Insight Venture Partners	USA
Deven Parekh, Manager	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Managing Director of Insight Venture Partners	USA
Peter Sobiloff, Manager	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Managing Director of Insight Venture Partners	USA
Jeff Lieberman, Manager	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Managing Director of Insight Venture Partners	USA
Michael Triplett, Manager	1114 Avenue of the Americas, 36th floor, New York, NY 10036	Managing Director of Insight Venture Partners	USA
Blair Flicker, Secretary	1114 Avenue of the Americas, 36th floor, New York, NY 10036	General Counsel and Managing Director of Insight Venture Partners	USA

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: February 11, 2015	EAGLE PARENT HOLDINGS, LLC
		By:	/s/ Blair Flicker
			Name:	Blair Flicker
			Title:	Secretary
Dated: February 11, 2015	EAGLE ACQUISITION SUB, CORP.
		By:	/s/ Blair Flicker
			Name:	Blair Flicker
			Title:	Secretary

Dated: February 11, 2015	INSIGHT VENTURE PARTNERS IX, L.P.
	INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P.
	INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P.
		By:	Insight Venture Associates IX, L.P.,
			its general partner
		By:	Insight Venture Associates IX, Ltd.,
			its general partner
			By:	/s/ Blair Flicker
				Name:	Blair Flicker
				Title:	Authorized Officer
Dated: February 11, 2015	INSIGHT VENTURE ASSOCIATES IX, L.P.
		By:	Insight Venture Associates IX, Ltd.,
			its general partner
			By:	/s/ Blair Flicker
				Name:	Blair Flicker
				Title:	Authorized Officer

Dated: February 11, 2015	INSIGHT VENTURE ASSOCIATES IX, LTD.
		By:	/s/ Blair Flicker
			Name:	Blair Flicker
			Title:	Authorized Officer
Dated: February 11, 2015	INSIGHT HOLDINGS GROUP, LLC
		By:	/s/ Blair Flicker
			Name:		Blair Flicker
			Title:		Secretary

EX-99.3

Exhibit 99.3

INTERIM INVESTORS AGREEMENT

This Interim Investors Agreement (this "Agreement") is made as of February 4, 2015 by and among Eagle Parent Holdings, LLC, a Delaware limited liability company ("Parent"), Eagle Acquisition Sub, Corp, a Delaware corporation and direct wholly owned subsidiary of Parent ("Merger Sub"), Insight Venture Partners IX, L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners IX (Co-Investors), L.P. (collectively, "Insight") and Manchester Securities Corp. a New York corporation ("Elliott" and together with Insight, each, an "Investor" and collectively, the "Investors").

RECITALS

1.On the date set forth above (the "Signing Date"), Parent, Merger Sub and E2open, Inc., a Delaware corporation (the "Company"), executed an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger Sub will be merged with and into the Company (the "Merger").

2.On the Signing Date, each Investor executed a letter agreement in favor of Parent in which each such Investor agreed, subject to the terms and conditions set forth therein, to make an equity investment in Parent at the Closing (each, an "Equity Commitment Letter" and together the "Equity Commitment Letters").

3.On the Signing Date, each Investor executed a limited guarantee (each, a "Limited Guarantee" and together the "Limited Guarantees") pursuant to which each Investor agreed, subject to the terms and conditions set forth therein, to guarantee certain obligations of Parent and Merger Sub in connection with the Merger Agreement.

4.In this Agreement, the Investors and Parent are agreeing to certain terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among the Investors with respect to the Merger Agreement, the Equity Commitment Letters and the Limited Guarantees of the Investors in connection with the Merger Agreement, and the transactions contemplated by each.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1.EFFECTIVENESS; DEFINITIONS.

1.1Effectiveness; Termination. This Agreement is effective as of the Signing Date and shall terminate automatically without any further action of any Person (except with respect to Sections 1.1, 1.2, 2.7, 2.8, 2.9(a), 2.11, 2.12, and 3 which shall survive in accordance with their terms, or if no term is specified, indefinitely) upon the earlier of (i) the closing under the Merger Agreement (the "Closing"); provided, that, in the event the parties do not execute definitive agreements incorporating the terms set forth on Schedule A on or prior to the Closing, this Agreement shall not terminate until such definitive agreements are so executed; and (ii) the valid termination of the Merger Agreement; provided, that any liability for any breach or failure to comply with the terms of this Agreement shall survive such termination.

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1.2Definitions. Certain terms are used in this Agreement as specifically defined herein. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Merger Agreement.

2.AGREEMENTS AMONG THE INVESTORS.

2.1Authority of Parent. Except to the extent expressly prohibited or otherwise provided under this Agreement, the Merger Agreement, the Equity Commitment Letters or the Limited Guarantees, Insight can cause Parent and Merger Sub to take any action or refrain from taking any action, and Parent and Merger Sub shall take only those actions as approved by Insight; provided, that if pursuant to the terms of Schedule A an action contemplated by Schedule A would require a consent in addition to or other than the consent of Insight, then neither Parent nor Merger Sub shall be permitted to take such action without such consent contemplated thereunder.

2.2Actions Under the Merger Agreement. Insight may cause Parent and Merger Sub to take any action necessary in order for Parent and Merger Sub to comply with its obligations, satisfy its closing conditions or exercise its rights or remedies under the Merger Agreement and with respect to the Offer, including determining that the conditions to Closing specified in Section 8.1 and to the Offer specified in Annex A of the Merger Agreement (collectively, the "Closing Conditions") have been satisfied, waiving compliance with any agreements and conditions contained in the Merger Agreement or to the Offer, including any Closing Condition, amending or modifying the Merger Agreement or Schedule TO and determining to close the Merger or the Offer or terminating the Merger Agreement or rescinding the Schedule TO; provided, however, that (i) Insight may not cause Parent or Merger Sub to amend the Merger Agreement or the Offer other than in accordance with Section 2.5, and (ii) Parent and Merger Sub may not take any action that is inconsistent with the terms of this Agreement (including the schedules hereto) and the Equity Commitment Letters.  For purposes of this Agreement, "Contribution" shall mean with respect to each Investor, the meaning ascribed to such term in such Investor's Equity Commitment Letter, copies of are attached hereto as Schedule B and Schedule C for Elliott and Insight, respectively.

2.3Limited Liability Agreement. Each Investor agrees to negotiate in good faith with the other Investor the form of, and agrees to enter into, concurrently with the Closing, one or more definitive agreements incorporating the terms set forth on Schedule A; provided, that, in the event the parties do not execute definitive agreements incorporating the terms set forth on Schedule A on or prior to the Closing, the terms set forth on Schedule A shall be binding until such definitive agreements are so executed.

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2.4Equity Contributions.

(a)Each Investor affirms and agrees that it is bound by the provisions set forth in its Equity Commitment Letter and that, notwithstanding anything to the contrary set forth in its Equity Commitment Letter, Parent shall be entitled to enforce the provisions of such Investor's Equity Commitment Letter.  Parent shall not attempt to enforce Elliott's Equity Commitment Letter until Insight has determined that all the Closing Conditions have been satisfied, or Insight has determined to waive all unsatisfied Closing Conditions and cause Parent to effect the Closing.  Parent shall have no right to enforce Elliott's Equity Commitment Letter unless it is enforcing Insight's Equity Commitment Letter simultaneously, and Elliott shall not have any right to enforce Insight's Equity Commitment Letter.  In the event that any Investor funds its Commitment as contemplated by this Section 2.4 and such Investor's Equity Commitment Letter, and the Closing does not occur substantially concurrently with such funding, Parent shall promptly (but in any event within three (3) Business Days) return all amounts of the funded Commitment to such Investor, which amounts shall be available to be redrawn subject to the conditions set forth in the Investors' respective Equity Commitment Letters.

(b)Elliott shall receive, in exchange for investment of its Contribution, membership interests of Parent of the same class received by and at the same price per membership interest paid by Insight for its membership interests of Parent.  If Insight determines that the aggregate equity investment to be made in Parent by the Investors in connection with the Closing is less than the aggregate commitments of the Investors under the Equity Commitment Letters, then the amount that each Investor invests in Parent will be proportionately reduced pro rata according to the Investors' respective commitments under their Equity Commitment Letters; provided, that in no event shall Elliott's equity investment in Parent be reduced to an amount below 25% of the aggregate equity investment to be made in Parent by the Investors in connection with the Closing. If Insight determines that the aggregate investment to be made in Parent by the Investors in connection with the Closing is greater than the aggregate commitments of the Investors under their Equity Commitment Letters (such amount, the "Overage"), the Investors shall negotiate in good faith with respect to the investment of additional capital in Parent in the amount of the Overage and each Investor (or an Affiliate thereof) shall have the right, but not the obligation, to fund such Investor's Pro Rata Percentage (as defined below) of the Overage.  In the event that any Investor (a "Declining Investor") declines to fund in full its Pro Rata Percentage of the Overage, each other Investor shall have the right, but not the obligation, to fund its respective Pro Rata Percentage of the unpaid amount of such Declining Investor's Pro Rata Percentage of the Overage.  The aggregate purchase price to be paid by each Investor for membership interests will be determined by Insight in accordance with each Investor's Contribution (including the maximum amount provided for therein) and Schedule A.  Unless otherwise agreed by the Investors, all securities issued by Parent at the Closing shall be issued to the Investors and their respective permitted transferees pro rata in accordance with each Investor's Equity Commitment Letter (with respect to each Investor, its "Pro Rata Percentage"), other than (a) any equity securities issued to management, (b) equity securities issued in connection with the Insight Syndication Right (as defined in Schedule A) and (c) any capital stock of any direct or indirect subsidiary of Parent which is wholly-owned by Parent or a direct or indirect subsidiary of Parent.

(c)Prior to the Closing, no Investor shall transfer, directly or indirectly, its equity interests in Parent or its obligations and rights under this Agreement or its Equity Commitment Letter, except (i) a transfer to one or more affiliated funds or affiliated entities (other than portfolio companies), which transfer could not reasonably be expected to have any adverse effect on Parent and Merger Sub's ability to consummate the Merger or to delay or prevent the Closing, (ii) as approved by each of the Investors, or (iii) that a transfer by Insight of its equity interests or its obligations and rights under Insight's Equity Commitment Letters to one or more unaffiliated third parties of an amount not in excess of 20% of the aggregate contributions of Insight and Elliott; provided, that, in each case, the transferee of such equity commitment pursuant to such transfer agrees in writing to be bound by the terms and conditions of this Agreement as though such transferee were an Investor hereunder; provided, further, that such transferee shall not have any consent, approval or voting rights as an Investor hereunder and instead all such rights shall be retained by the transferring Investor; provided, further, that no such transfer shall relieve any Investor from its obligations hereunder.

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2.5Amendments to the Merger Agreement. Notwithstanding anything to the contrary in Section 2.2 above, Parent and Merger Sub shall not, and Insight shall not permit Parent or Merger Sub to, modify or amend the Merger Agreement or the Offer so as to (i) modify the form of the Merger Consideration or increase the Offer Price, (ii) extend the Termination Date by more than 90 days or (iii) increase in any way any obligation under the Limited Guarantees of the Investors; provided that in the event that Insight is willing to agree to, proceed with or take any action or enter into any agreement or waiver (or, in each such case, to permit Parent or Merger Sub to do so) with respect to the matters described in clauses (i), (ii) and (iii) above and Elliott declines to agree to, proceed with, or enter into (or, in each such case, to permit Parent or Merger Sub to do so) with respect to such matter, Insight may proceed with such matter by first terminating Elliott's participation in the transaction and, in such event, Elliott shall have no liability hereunder (other than as specifically provided in Section 2.7) or under its Equity Commitment Letter or Limited Guarantee occurring prior to the date of such termination; provided, further, concurrently with such termination, Elliott shall have received a full and unconditional release of this Agreement (subject to the applicable provisions of Section 2.7 and except with respect to breaches of Elliott's Equity Commitment Letter or its Limited Guarantee occurring prior to the date of such release) from Parent, the Company, and Insight, as applicable, or a mutually satisfactory indemnity from Insight with respect to liability under such Equity Commitment Letter, such Limited Guarantee and this Agreement.

2.6Notice of Closing. Parent and Merger Sub will use their reasonable best efforts to provide each Investor with at least two (2) days prior notice of the Closing Date under the Merger Agreement; provided, that the failure to provide such notice will not relieve an Investor of its obligations under Section 2.4 of this Agreement.

2.7Expense Sharing. In the event the Merger is not consummated, all out-of-pocket fees and expenses of the Investors or the Parent incurred in connection with the transactions contemplated by the Merger Agreement will be shared by the Investors on a pro rata basis (based on their respective Contributions).  Each Investor agrees that it will be responsible for its proportionate share of the reasonable and documented out-of-pocket expenses incurred by the Investors, Parent or Merger Sub, including the reasonable fees, expenses and disbursements of their or its lawyers, and in the case of Insight, its accountants, consultants and other advisors.  Each Investor will also be responsible for its proportionate share of any liability that any of the Investors incur pursuant to indemnities that they have agreed to with, or that, during the term of this Agreement, they agree to provide to, their or its lawyers, and in the case of Insight, its accountants, consultants or other advisors, including debt or equity financing sources, who have been engaged with respect to the transactions contemplated by the Merger Agreement.  Furthermore, payments of the Limited Guarantee obligations are covered by Section 2.11 of this Agreement and not by this Section 2.7. In the event the Merger is consummated, the Investors shall cause Parent and the Company to reimburse each Investor for all out-of-pocket expenses incurred by the Investors, including the reasonable fees, expenses and disbursements of their or its lawyers, and in the case of Insight, its accountants, consultants and other advisors, in connection with the transactions contemplated by the Merger Agreement. The obligations under this Section 2.7 shall exist whether or not the Merger is consummated and shall survive any termination of the other terms of this Agreement, to the extent that such fees and expenses are not paid by the Company or Parent.

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2.8Termination Fees. Parent and Merger Sub shall arrange that any Termination Fee paid by the Company or any of its affiliates pursuant to the Merger Agreement shall be promptly paid as directed by Parent to the Investors or their designees in proportion to their respective Contributions at the time of such termination (whether or not such Contributions have been funded at such time) after making adequate provisions for any expenses which are to be borne by Parent or the Investors proportionately pursuant to Section 2.7. If Elliott's participation in the transaction has been previously terminated as provided in Section 2.2 or Section 2.5 above, then Elliott shall not share in any portion of the Termination Fee other than with respect to the reimbursement of expenses reimbursable under Section 2.7 (including all expenses for which it is responsible pursuant to Section 2.7). 

2.9Representations and Warranties. 

(a)Until this Agreement is terminated pursuant to Section 1.1, subject to Section 3.10, Elliott shall not enter into any agreement, arrangement or understanding or have discussions with any other potential investor or acquiror or group of investors or acquirors or the Company or any of its representatives with respect to the subject matter of this Agreement, the Offer or the Merger Agreement or any other similar transaction involving the Company without the prior approval of Insight; provided, that this Section 2.9(a) shall continue to apply to Elliott if it is no longer an Investor pursuant to Section 2.2 or Section 2.5, for a period of one year following such release.

(b)Each of the parties hereto hereby represents and warrants to each of the other parties as of the Signing Date as follows:

(i)Such party is duly organized or incorporated, validly existing and in good standing under the Laws of the jurisdiction of its organization or incorporation and has all requisite power and authority (acting through its general partners, as applicable) to conduct its business as it is now being conducted and is proposed to be conducted.

(ii)Such party has the full power, authority and legal right (acting through its general partner, as applicable) to execute, deliver and perform this Agreement and to consummate the transactions contemplated herein.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary action, corporate or otherwise, of such party.  This Agreement has been duly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer and similar laws of general applicability relating to or affecting creditor's rights and to general equitable principles.

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(iii)Subject to the filings, consents, approvals and other actions contemplated by the Merger Agreement, the execution, delivery and performance by such party of this Agreement and the consummation of the transactions contemplated herein by such party does not and will not (with or without notice or lapse of time, or both) (A) contravene or conflict with such party's organizational or governing documents, (B) materially contravene or conflict with or constitute a material violation of any provision of any Law binding upon or applicable to such party or any of its respective properties or assets or (C) result in any material violation of, or default under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness, credit agreement, note, bond, debenture, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon it or any of its subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of such party or any of its subsidiaries, other than, in the case of clauses (B) and (C), any such violation, conflict, default termination, cancellation, acceleration, right, loss or Lien that would not have, individually or in the aggregate, a material adverse effect with respect to Parent or Merger Sub.

(c)Parent and Merger Sub hereby represent and warrant to Elliott that each of Parent and Merger Sub were formed solely for the purpose of engaging in the transactions contemplated hereby and by the Merger Agreement and, prior to the Effective Time, neither Parent nor Merger Sub will have engaged in any other business activities, nor will they have incurred any liabilities or obligations other than in connection with the transactions contemplated hereby and by the Merger Agreement.

2.10Cooperation; Communications with Governmental Authority.  Each Investor, on the one hand, and Parent and Merger Sub, on the other hand shall keep each other apprised of the status of matters relating to the Investors in connection with the transactions contemplated hereby and by the Merger Agreement.  If any Investor, Parent or Merger Sub receives notices or communications from any third party and/or Governmental Authority that relate to any other Investor, then such Investor, Parent or Merger Sub, as applicable, shall promptly furnish such other Investor with copies of such notices or other communications.  In connection with any proposed notifications or filings and any written communications or submissions made by Parent or Merger Sub to any Governmental Authority relating to Elliott, including without limitation any Schedule TO, Schedule 13D or other filing required under the Exchange Act, Elliott and its counsel shall have a reasonable opportunity to review in advance and comment on any such notification, filing, written communication or submission, and Parent and Merger Sub shall incorporate in such notification, filing, written communication or submission all reasonable comments of Elliott and its counsel with respect to such portion of such notification, filing, written communication or submission relating to Elliott.  Parent and Merger Sub agree not to participate in any substantive meeting or discussion, either in Person or by telephone, with any Governmental Authority, in connection with the transactions contemplated hereby or by the Merger Agreement, to the extent relating to Elliott, unless, to the extent practicable and not prohibited by any Governmental Authority, Parent, Merger Sub or Insight consults with Elliott in advance and, to the extent not prohibited by any Governmental Authority, gives Elliott the opportunity to attend and participate.

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2.11Contribution With Respect to Limited Guarantees.  Each of the Investors (each, a "Limited Guarantor" and collectively, the "Limited Guarantors") shall cooperate in defending any claim that the Limited Guarantors are or any one of them is liable to make payments under the Limited Guarantees, copies of which are attached hereto as Schedule D; provided, however, that no Investor shall be required to commence any legal action in connection therewith.  Each Limited Guarantor agrees to contribute to the amount paid or payable by any other Limited Guarantor in respect of the Limited Guarantees so that each Limited Guarantor will have paid its Pro Rata Percentage of the aggregate commitments of the Investors under the Equity Commitment Letters.

2.12Standstill. Except with respect to the purchase of all shares of Company Common Stock that are validly tendered pursuant to the Offer and not withdrawn prior to the Acceptance Time (the "TO Purchase"), each of the Investors agrees that until the termination of this Agreement, it will not, and will cause each of its Affiliates (whose beneficial ownership of securities would be aggregated with such Investor for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to the rules and regulations promulgated thereunder) not to directly or indirectly acquire any additional beneficial ownership as defined in Rule 13d-3 under the Exchange Act of any of the Common Stock, par value $.001 per share of the Company beyond that held as of the date hereof; provided, however, that transfers between Affiliates of any Investor and any deemed acquisition arising by virtue of the existence of this Agreement or any agreement contemplated hereby shall not be considered an acquisition of additional beneficial ownership for purposes of this Section 2.12; provided, that if a transfer between Affiliates of any Investor occurs and results in an acquisition of beneficial ownership for purposes of this Section 2.12, such Investor shall provide reasonably prompt notice of such transfer to the other Investor.

3.MISCELLANEOUS.

3.1Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by each of the Investors.

3.2Severability. In the event that any provision hereof would, under applicable Law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable Law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

3.3Notices.  All notices required to be given hereunder, including, without limitation, service of process, shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee's location on any Business Day after 5:00 p.m. (addressee's local time) shall be deemed to have been received at 9:00 a.m. (addressee's local time) on the next Business Day), by reliable national overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as set forth in each Investor's respective Equity Commitment Letter.

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3.4Remedies. The parties hereto agree that, except as provided herein, this Agreement will be enforceable by all available remedies at law or in equity (including specific performance). In the event that Parent or Merger Sub, acting at the direction of Insight, determines to enforce the provisions of the Equity Commitment Letters in accordance with this Agreement, all Closing Conditions have been satisfied or waived and Insight is prepared to cause Parent and Merger Sub to consummate the TO Purchase or the Merger in accordance with Section 2.2 of this Agreement and to fund its Contributions upon consummation of the TO Purchase or the Merger, as evidenced in writing to Elliott, but Elliott fails to fund its Contribution or provides written notice that it will not fund its Contribution, the parties agree that Parent and Merger Sub, acting at the direction of Insight, shall be entitled, at Insight's discretion, to either (a) specific performance of the terms of this Agreement and the Equity Commitment Letters (and in no event shall such Equity Commitment Letters terminate as a result of the TO Purchase or the Closing or such failure to fund), whether before or after the TO Purchase or the Closing, as applicable, or (b) payment by Elliott in an amount equal to the out-of-pocket damages incurred by Insight (including any amounts paid under Insight's Limited Guarantee) in an amount not to exceed Elliott's Contribution. None of Parent, Merger Sub or Insight will have the right to recover lost profits or benefit of the bargain damages or any special, indirect or consequential damages (other than out-of-pocket damages referred to above) from Elliott with respect to such failure to fund; their only damages remedy against Elliott is set forth above in clauses (a) and (b) of the second sentence of this paragraph. None of Parent, Merger Sub or Elliott will have the right to recover lost profits or benefit of the bargain damages or any special, indirect or consequential damages (other than out-of-pocket damages) from Insight with respect to any failure to fund.  In no event will Elliott be liable under this Agreement in an amount that exceeds the amount of Elliott's Contribution less the amounts previously funded pursuant to Elliott's Equity Commitment Letter and Limited Guarantee, regardless of the form of action (including breach of warranty, breach of contract, tort, negligence, strict liability or statutory) or type of damages. In no event will Insight be liable under this Agreement in an amount that exceeds the amount of Insight's Contribution less the amounts previously funded pursuant to Insight's Equity Commitment Letter and Limited Guarantee, regardless of the form of action (including breach of warranty, breach of contract, tort, negligence, strict liability or statutory) or type of damages. If any Investor for any reason pays damages to the Company, Parent and/or Merger Sub in an amount greater than the amount of its Contribution, (i) to the extent that Parent or Merger Sub receives any such amount, Parent and/or Merger Sub shall promptly return to such Investor the amount received from such Investor in excess of its Contribution; and (ii) to the extent the Company receives any such amount, each other Investor shall indemnify such Investor (the "Indemnified Investor") for an amount equal to such other Investor's Pro Rata Percentage of the amount of damages paid by the Indemnified Investor in excess of such Indemnified Investor's Contribution.

3.5No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that the Investors may be partnerships or limited liability companies, Parent, Merger Sub and each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any former, current or future directors, officers, employees agents, affiliates, general or limited partners, members, managers or stockholders of any Investor or any former, current or future directors, officers, agents, affiliates, employees, general or limited partners, members, managers or stockholders of any of the foregoing, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner or member, manager or stockholder of any Investor, or of any former, current or future partner, member, manager, stockholder or affiliate thereof (or such Person's directors, officers, employees, agents or affiliates), as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

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3.6Governing Law; Consent to Jurisdiction. This Agreement, and any disputes hereunder, shall be governed by and construed in accordance with the internal laws of the State of Delaware. In addition, each party (i) irrevocably and unconditionally consents and submits to the personal jurisdiction of the state and federal courts of the United States of America located in the State of Delaware solely for the purposes of any suit, action or other proceeding between any of the parties hereto arising out of this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iii) waives any claim of improper venue or any claim that the courts of the State of Delaware are an inconvenient forum for any action, suit or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby, (iv) agrees that it will not bring any action relating to this Agreement in any court other than the courts of the State of Delaware and (v) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 10.2 of the Merger Agreement.

3.7WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

3.8Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

4.Other Agreements; Assignment. This Agreement, together with the schedules hereto, the Limited Guarantees and the Equity Commitment Letters constitute the entire agreement, and supersede all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein, except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms.  Other than as provided herein, this Agreement shall not be assigned without the prior written consent of each of the Investors; provided, that, each Investor may allocate and/or assign all or a portion of its Contribution and its rights hereunder to one or more Affiliates in accordance with its Equity Commitment Letter; provided, further, that each Investor agrees that any such assignment shall not relieve the Investor of its obligations hereunder or under the Equity Commitment Letter to fund its Contribution until such assignee actually funds such assigned portion of the Contribution, and then only to the extent of such funding.

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4.1Confidentiality. Each party hereto agrees to, and shall cause its affiliates, directors, officers, employees, agents, advisors and representatives ("Representatives") to, (i) keep any information supplied by or on behalf of any of the other parties to this Agreement, confidential ("Confidential Information"), (ii) use, and cause its Representatives to use, the Confidential Information only in connection with the Merger and the transactions contemplated hereby and by the Merger Agreement and (iii) take all actions within its control necessary to cause Parent and Merger Sub to comply with its confidentiality obligations under the Merger Agreement; provided, however, that the term "Confidential Information" does not include information that (a) is already in such party's possession, provided that such information is not subject to another confidentiality agreement with or other obligation of secrecy to any person, (b) is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by such party or such party's Representatives in breach of this Agreement or another confidentiality agreement with or other obligation of secrecy to any person related to the transactions contemplated hereby and by the Merger Agreement or (c) is or becomes available to such party on a non-confidential basis from a source other than any of the parties hereto or any of their respective Representatives; provided, that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to any person related to the transactions contemplated hereby and by the Merger Agreement; provided, further, however, that nothing herein shall prevent any party hereto from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (iii) to the extent required by law or regulation, including under Section 13(d) of the Exchange Act, (iv) to the extent necessary in connection with the exercise of any remedy hereunder and (v) to such party's Representatives that need to know such information (it being understood and agreed that, in the case of clause (i), (ii) or (iii), such party shall notify the other parties hereto of the proposed disclosure as far in advance of such disclosure as practicable and use reasonable efforts to ensure that any information so disclosed is accorded confidential treatment, when and if available).

4.2PR Coordination; Exchange Act Filings. Each Investor will coordinate with the other Investors in good faith with respect to any and all press releases and other public relations matters with respect to the Offer, the Merger, this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, including the press release or other public announcement or comment and appropriate responses to any incoming inquiries to such party, from the press or otherwise, to be made with respect thereto.  Unless otherwise required by law or the rules of any stock exchange, regulatory authority or relating to tender offers, including under Section 13(d) of the Exchange Act (in which case the disclosing Investor shall give the other Investor reasonable notice and opportunity to review and comment on the form and substance of such disclosure), Elliott shall not issue any press release or otherwise make any public announcement or comment on the Offer, the Merger, this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby (or the failure of such transaction to be consummated), without the prior consent of Insight. The initial press release with respect to the Merger Agreement shall be in substantially the form attached hereto as Schedule E.

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4.3Non-Circumvention. Each party hereto agrees that it shall not, and shall cause its Affiliates and Representatives not to, indirectly accomplish that which it is not permitted to accomplish directly under this Agreement pursuant to provisions of this Agreement that have not been terminated pursuant to Section 1.1.

4.4General. Nothing in this Agreement shall be deemed to constitute a partnership between any of the parties, nor constitute any part, the agent of any other party for any purpose.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its duly authorized officer or representative) as of the date first above written.

INSIGHT VENTURE PARTNERS IX, L.P.

By: Insight Venture Associates IX, L.P.

Its: General Partner

By: Insight Venture Associates IX, Ltd.

Its: General Partner

By: /s/ Blair Flicker                                 

Name:Blair Flicker

Title:Authorized Officer

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/ Blair Flicker                                  

Name:Blair Flicker

Title:Authorized Officer

INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P.

By: Insight Venture Associates IX, L.P.

Its: General Partner

By: Insight Venture Associates IX, Ltd.

Its: General Partner

By: /s/ Blair Flicker                                  

Name:Blair Flicker

Title:Authorized Officer

MANCHESTER SECURITIES CORP.

By: /s/ Elliot Greenberg

Name:Elliot Greenberg

Title:Vice President

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EAGLE PARENT HOLDINGS, LLC

By: /s/ Blair Flicker                                  Name:Blair Flicker Title:    Secretary

EAGLE ACQUISITION SUB, CORP.

By: /s/ Blair Flicker                                  Name:Blair Flicker Title:    Secretary

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Schedule A

Limited Liability Agreement Term Sheet

See attached.

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Schedule B

Elliott Equity Commitment Letter

See attached.

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Schedule C

Insight Equity Commitment Letter

See attached.

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Schedule D

Limited Guarantees

See attached.

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Schedule E

Initial Press Release

See attached.

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EX-99.4

Exhibit 99.4

TENDER AND SUPPORT AGREEMENT

This TENDER AND SUPPORT AGREEMENT (this "Agreement"), dated as of February 4, 2015, is entered into by and among Eagle Parent Holdings, LLC, a Delaware limited liability company ("Parent"), Eagle Acquisition Sub, Corp., a Delaware corporation ("Acquisition Sub"), and the Persons listed as "Stockholder" on the signature page hereto (collectively, "Stockholder").  Capitalized terms used in this Agreement and not defined have the meaning given to such terms in the Merger Agreement (as defined below).

WITNESSETH:

WHEREAS, simultaneously with the execution of this Agreement,Parent, Acquisition Sub and E2open, Inc., a Delaware corporation (the "Company") have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which, among other things, Acquisition Sub will commence a tender offer (the "Offer") for each of the issued and outstanding Company Shares (as defined below) of the Company for $8.60 in cash per share (the "Offer Price"), and following completion of the Offer, Acquisition Sub will be merged with and into the Company (the "Merger") as a result of which all of the then-outstanding Company Shares, and all rights to purchase or otherwise acquire any Company Shares, including Company Options and Company Restricted Stock Units, not tendered in the Offer will be canceled and converted into the right to receive payment as set out in the Merger Agreement, and following the Merger of the Company with the Merger Sub, the Company will thereupon become a wholly owned subsidiary of Parent;

WHEREAS, as of the date hereof, Stockholder is the Beneficial Owner (as defined below) of the Company Shares set forth on the signature page of this Agreement; and

WHEREAS, as a condition and inducement to Parent's and Acquisition Sub's willingness to enter into the Merger Agreement, Parent has requested Stockholder, and Stockholder has agreed, in its capacity as a stockholder of the Company, to tender and vote the Subject Shares (as defined below) in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1.Agreement to Tender.

1.1Tender of Shares. Stockholder agrees to promptly (and, in any event, not later than five (5) Business Days after commencement of the Offer and not later than three (3) Business Days after Stockholder acquires Beneficial Ownership of any additional Subject Shares) and validly tender, or cause to be validly tendered into the Offer, pursuant to and in accordance with the terms of the Offer and Rule 14d-2 under the Exchange Act, all of the Subject Shares (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent Stockholder from tendering the Subject Shares in accordance with this Agreement or otherwise complying with Stockholder's obligations under this Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Option or other equity award or require Stockholder to purchase any Company Shares, and nothing herein shall prohibit Stockholder from exercising any Company Option held by such Stockholder as of the date of this Agreement.

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1.2No Withdrawal. Stockholder agrees not to withdraw, and not to cause or permit to be withdrawn, any Company Shares from the Offer unless and until the earlier to occur of (i) the expiration of the Offer without Acquisition Sub having accepted for payment any Company Shares tendered in the Offer or (ii) termination of this Agreement in accordance with Section 6.3 hereof.

1.3Conditional Obligation. Stockholder acknowledges and agrees that Acquisition Sub's obligation to accept for payment Company Shares tendered into the Offer, including the Subject Shares tendered by Stockholder, is subject to the terms and conditions of the Merger Agreement and the Offer.

2.Voting Agreement; Grant of Proxy,

2.1Voting Agreement.  Stockholder hereby agrees that, during the Support Period, Stockholder will not vote any Subject Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Acquisition Proposal, (ii) reorganization, recapitalization, dissolution, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company other than the Merger, (iii) corporate action, the consummation of which would frustrate the purposes, or prevent or materially delay the consummation, of any of the transactions contemplated by the Merger Agreement or (iv) other matter relating to, or in connection with, any of the foregoing matters that would result in a breach of any obligations or agreements of Stockholder under this Agreement.  Nothing herein shall limit the ability of Stockholder to vote its Subject Shares in its sole discretion on any matters other than the matters set forth in the first sentence of this Section2.1.

2.2Irrevocable Proxy. Stockholder hereby revokes (or agrees to cause to be revoked as promptly as reasonably practicable and in any event within five (5) Business Days of the date hereof) any and all previous proxies granted with respect to the Subject Shares.  By entering into this Agreement, Stockholder hereby grants a proxy appointing Parent as Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 2.1 above as Parent or its proxy or substitute shall, in Parent's sole discretion, deem proper with respect to the Subject Shares.  The proxy granted by Stockholder pursuant to this Section 2.2 is irrevocable and is granted in consideration of Parent and Acquisition Sub entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall not be exercised to vote, consent or act on any matter except as contemplated by Section2.1 above. The proxy granted by Stockholder shall be revoked, terminated and of no further force or effect, automatically and without further action, upon termination of this Agreement in accordance with Section 6.3 hereof.

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3.Representations and Warranties of Stockholder.  Stockholder represents and warrants to Parent that:

3.1Authorization. The execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are within the powers of Stockholder and, if applicable, have been duly authorized by all necessary corporate, company, partnership or other action. This Agreement constitutes a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors' rights generally, to rules of law governing specific performance, injunctive relief and other equitable remedies, to approval by the Company Board of this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby for purposes of Section 203 of the DGCL and to the federal securities laws and rules promulgated thereunder.  If this Agreement is being executed in representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement.

3.2Non-Contravention. The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws, or other comparable charter or organizational documents, of Stockholder, if any, (ii) violate any Law applicable to Stockholder or the transactions contemplated herein or in the Merger Agreement, (iii) conflict with or violate or require any consent, approval, notice or other action by any Person under, constitute a default (with or without notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Stockholder is entitled under, any provision of any Contract binding on Stockholder or any of Stockholder's properties or assets, including the Subject Shares or (iv) result in the imposition of any Lien on any asset of Stockholder, including the Subject Shares.

3.3Ownership of Shares; Voting. Stockholder is, or will be, as applicable, the Beneficial Owner of the Subject Shares, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Subject Shares), except for (i) any restrictions provided herein and (ii) any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent Stockholder from tendering the Subject Shares in accordance with this Agreement or otherwise complying with Stockholder's obligations under this Agreement.  Stockholder has, or will have control over the Person who has, sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares.  For purposes of this Agreement, "control", as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

3.4Total Shares. Except for (x) the Subject Shares and (y) the Company Stock Options and Company Restricted Stock Units set forth opposite Stockholder's name in Section 4.6 of the Company Disclosure Letter, if any, Stockholder does not Beneficially Own any (i) shares of capital stock or voting securities of the Company or (ii) options, warrants or other rights to acquire, or securities convertible into or exchangeable for (in each case, whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

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3.5Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent, Acquisition Sub or the Company in respect of this Agreement based upon any Contract made by or on behalf of Stockholder solely in Stockholder's capacity as a stockholder of the Company.

3.6No Litigation. As of the date of this Agreement, there is no Legal Proceeding pending or, to the knowledge of Stockholder, threatened against Stockholder that would reasonably be expected to impair the ability of Stockholder to perform Stockholder's obligations hereunder or consummate the transactions contemplated hereby.

4.Representations and Warranties of Parent and Acquisition Sub.  Parent and Acquisition Sub represent and warrant to Stockholder:

4.1Corporation Authorization. The execution, delivery and performance by Parent and Acquisition Sub of this Agreement and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby are within the limited liability company powers of Parent and the corporate powers of Acquisition Sub and have been duly authorized by all necessary company or corporate action, respectively.  This Agreement constitutes a valid and binding agreement of Parent and Acquisition Sub, enforceable against Parent and Acquisition Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors' rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies.

5.Covenants of Stockholder.  Stockholder hereby covenants and agrees that:

5.1No Proxies for, Encumbrances on or Disposition of Shares; Transfer of Voting Rights. During the Support Period, except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Parent, directly or indirectly, (a) grant any proxies, or enter into any voting trust or other Contract, with respect to the voting of any Subject Shares, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any Contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any Subject Shares, or (c) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere with the performance of Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement, or seek to do or solicit any of the foregoing actions, or cause or permit any other Person to take any of the foregoing actions and, other than matters regarding which the Company has already notified Parent pursuant to the Merger Agreement, agrees to notify Parent and Acquisition Sub promptly, and to provide all details reasonably requested by Parent or Acquisition Sub, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or cause or permit to be tendered any Subject Shares into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer.  Notwithstanding the foregoing, Stockholder may transfer Subject Shares to (i) any affiliate, stockholder, member or partner of Stockholder or (ii) immediate family members or a trust for the benefit of Stockholder; provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a written Contract, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.  During the Support Period, Stockholder shall not deposit, or permit the deposit of, any Subject Shares in a voting trust, grant any proxy in respect of any Subject Shares, or enter into any voting or similar Contract in contravention of the obligations of such Stockholder under this Agreement with respect to any of the Subject Shares.

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5.2Other Offers. Neither Stockholder (in Stockholder's capacity as such), nor any of Stockholder's Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder's Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.2 by Stockholder.  Stockholder shall, and shall cause its Subsidiaries and its and their respective Representatives to immediately cease any and all existing discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal.  Unless the Company has already notified Parent pursuant to the Merger Agreement, Stockholder shall promptly (and in any event within one (1) Business Day) notify Parent if it becomes aware of any receipt by Stockholder, its Subsidiaries or Representatives of (i) any Acquisition Proposal, (ii) any request for information that would reasonably be expected to lead to an Acquisition Proposal, or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal, the terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such Acquisition Proposal).  Unless the Company has already notified Parent pursuant to the Merger Agreement, Stockholder shall keep Parent reasonably informed of the status and material terms of any such Acquisition Proposal known to Stockholder, request or inquiry (and Stockholder shall provide Parent with copies of any additional written materials received by it that relate to such Acquisition Proposal, inquiry or request). Notwithstanding the foregoing, nothing herein shall limit or affect any actions taken by Stockholder (or any affiliated officer or director of the Company) in compliance with the Merger Agreement, including taking any of the foregoing actions that would be permitted to be taken by the Company pursuant to the Merger Agreement.

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5.3Communications. During the Support Period, Stockholder, and each of Stockholder's Subsidiaries, if any, shall not, and shall cause their respective officers, directors, employees or other Representatives, if any, not to, directly or indirectly, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement or any of the transactions contemplated hereby and thereby, without the prior written consent of Parent, provided that the foregoing shall not limit or affect any actions taken by Stockholder (or any affiliated officer or director of the Company) in compliance with the Merger Agreement, including taking any of the foregoing actions that would be permitted to be taken by the Company pursuant to the Merger Agreement (including in respect of a Board Recommendation Change made pursuant to the Merger Agreement).  Stockholder hereby (i) consents to and authorizes the publication and disclosure by Parent, Acquisition Sub and the Company (including in the Schedule TO, the Schedule 14D-9 or any other publicly filed documents relating to the Merger, the Offer or any other transaction contemplated by the Merger Agreement) of: (a) Stockholder's identity; (b) Stockholder's Beneficial Ownership of the Subject Shares; and (c) the nature of Stockholder's commitments, arrangements and understandings under this Agreement, and any other information that Parent, Acquisition Sub or the Company determines to be necessary in any SEC disclosure document in connection with the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement and (ii) agrees as promptly as practicable to notify Parent, Acquisition Sub and the Company of any required corrections with respect to any written information supplied by Stockholder specifically for use in any such disclosure document. Notwithstanding the foregoing, nothing herein shall limit or affect any actions taken by Stockholder (or any affiliated officer or director of the Company) in compliance with the Merger Agreement.

5.4Additional Shares. In the event that Stockholder acquires Beneficial Ownership of, or the power to dispose of or vote or direct the disposition or voting of, any additional Company Shares or other interests in or with respect to the Company, such Company Shares or other interests shall, without further action of the parties, be subject to the provisions of this Agreement and deemed "Subject Shares", and the number of Subject Shares set forth on the signature page hereto will be deemed amended accordingly. Stockholder shall promptly notify Parent and Acquisition Sub of any such event.

5.5Waiver of Appraisal and Dissenters' Rights and Actions. Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Subject Shares or rights to dissent from the Merger which may arise with respect to the Merger and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or other Legal Proceeding, against Parent, Acquisition Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any Legal Proceeding (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby.

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5.6Certain Restrictions. Stockholder shall not, directly or indirectly, take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect.

6.Miscellaneous.

6.1Other Definitional and Interpretative Provisions. The words "hereof," "herein" and "hereunder" and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections are to Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation," whether or not they are in fact followed by those words or words of like import. The word "or" has the inclusive meaning represented by the phrase "and/or." "Writing," "written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Contract (including the Merger Agreement) are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

6.2Further Assurances. Stockholder shall, to the extent requested by Parent, promptly: (i) use commercially reasonable efforts to cause each other Person having voting power with respect to any Subject Shares to execute and deliver to Parent a proxy with respect to such shares, which shall be identical to the proxy in Section 2.2 above; and (ii) upon request, surrender the certificates representing the Subject Shares, and use commercially reasonable efforts to request the certificates representing any other outstanding Subject Shares, to be surrendered so that the transfer agent for such shares may affix thereto an appropriate legend referring to this Agreement.

6.3Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate upon the termination or expiration of the Support Period; provided, however, that no termination of this Agreement shall relieve any party hereto from any liability for any knowing and intentional breach of any provision of this Agreement prior to such termination.

6.4Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

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6.5Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that Stockholder may not assign, delegate or otherwise transfer any of Stockholder's rights or obligations under this Agreement without the prior written consent of Parent. Any assignment, delegation or transfer in violation of the foregoing shall be null and void.

6.6Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof.

6.7Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in PDF form or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document, will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto and the Merger Agreement has become effective. Until and unless each party has received a counterpart hereof signed by the other party hereto and the Merger Agreement has become effective, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

6.8Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

6.9Specific Performance. The parties hereto agree that irreparable damage to Parent or Acquisition Sub would occur, damages would be incalculable and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that any provision of this Agreement were not performed by Stockholder in accordance with the terms hereof, and that each of Parent and Acquisition Sub shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically Stockholder's performance of the terms and provisions hereof, in addition to any other remedy to which Parent or Acquisition Sub may be entitled at law or in equity. Stockholder hereby waives any defenses based on the adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by Parent or Acquisition Sub.

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6.10Defined Terms. For the purposes of this Agreement:

(a)Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

(b)Stockholder shall be deemed to "Beneficially Own" or to have acquired "Beneficial Ownership" of a security if Stockholder (a) is the record owner of such security; or (b) is the "beneficial owner" with respect to the investment authority of such security (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

(c)"Company Shares" shall mean shares of common stock, par value $0.001 per share, of the Company.

(d)"Subject Shares" shall mean any Company Shares that are owned, or hereafter acquired (including through the exercise or settlement of Company Options or Company Restricted Stock Units), by the Stockholder, or for which the Stockholder otherwise becomes the record or beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act), prior to the end of the Support Period.

(e)"Support Period" shall mean the period from the date of this Agreement through the earlier of (i) the date upon which the Merger Agreement is validly terminated, (ii) the Effective Time, and (iii) an amendment to the Merger Agreement that decreases, or changes the form of, the consideration to be received in the Offer or the Merger.

6.11Action in Stockholder's Capacity Only. Stockholder, if a director or officer of the Company, does not make any agreement or understanding herein as a director or officer of the Company.  Stockholder signs this Agreement solely in Stockholder's capacity as a Beneficial Owner of the Subject Shares, and nothing herein shall limit or affect any actions taken in Stockholder's capacity as an officer or director of the Company, including complying with or exercising such Stockholder's fiduciary duties as a member of the Company Board.

6.12Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received hereunder (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, or (iii) immediately upon delivery by hand or by facsimile (with a written or electronic confirmation of delivery), in each case to the intended recipient as set forth below:

if to Parent or Acquisition Sub, to:

Eagle Parent Holdings, LLC

c/o Insight Venture Partners

1114 Avenue of the Americas

36^th Floor

Attention: Blair Flicker

Facsimile No.: (212) 230-9272

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with a copy to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention: Morgan D. Elwyn and Gordon Caplan

Facsimile No.: (212) 728-9981

if to Stockholder, to: the address for notice set forth on the signature page hereto with a copy to:

Crosspoint Venture Partners

43575 Mission Blvd., #512

Fremont, CA 94539

Facsimile No.: (650) 645-6555

6.13Submission to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 6.12 hereof or in such other manner as may be permitted by applicable Law, and nothing in this Section 6.13 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts.  Each of the parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

6.14Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH OF THE PARTIES HERETO MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.14.

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6.15Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

6.16Waiver. No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. A party hereto shall not be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

6.17No Ownership Interest. All rights, ownership and economic benefits of and relating to the Subject Shares at a given time shall remain vested in and belong to Stockholder as of such time, and Parent shall have no authority to exercise any power or authority to direct Stockholder in the voting of any of the Subject Shares, except as otherwise specifically provided herein, or in the performance of Stockholder's duties or responsibilities as a stockholder of the Company.

6.18Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.

 [The rest of this page has intentionally been left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

PARENT:

EAGLE PARENT HOLDINGS, LLC

By:    /s/ Ross Devor

Name:  Ross Devor

Title:  Vice President

ACQUISITION SUB:

EAGLE ACQUISITION SUB, CORP.

By:    /s/ Ross Devor

Name:  Ross Devor

Title:  Vice President

[Signature Page to Tender and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

STOCKHOLDER:

CROSSPOINT VENTURE PARTNERS 2000, L.P.

By: CROSSPOINT ASSOCIATES 2000, L.L.C.

Its General Partner

By:  /s/ John B. Mumford

Name:  John B. Mumford

Title:  Managing General Partner

SUBJECT SHARES: 172,701 Shares

STOCKHOLDER:

CROSSPOINT VENTURE PARTNERS 2000 (Q), L.P.

By: CROSSPOINT ASSOCIATES 2000, L.L.C.

Its General Partner

By:  /s/ John B. Mumford

Name:  John B. Mumford

Title:  Managing General Partner

SUBJECT SHARES: 1,505,882 Shares

[Signature Page to Tender and Support Agreement]

EX-99.5

Exhibit 99.5

TENDER AND SUPPORT AGREEMENT

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 4, 2015, is entered into by and among Eagle Parent Holdings, LLC, a Delaware limited liability company (“Parent”), Eagle Acquisition Sub, Corp., a Delaware corporation (“Acquisition Sub”), and the Persons listed as “Stockholder” on the signature page hereto (collectively, “Stockholder”).  Capitalized terms used in this Agreement and not defined have the meaning given to such terms in the Merger Agreement (as defined below).

WITNESSETH:

WHEREAS, simultaneously with the execution of this Agreement,Parent, Acquisition Sub and E2open, Inc., a Delaware corporation (the “Company”) have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which, among other things, Acquisition Sub will commence a tender offer (the “Offer”) for each of the issued and outstanding Company Shares (as defined below) of the Company for $8.60 in cash per share (the “Offer Price”), and following completion of the Offer, Acquisition Sub will be merged with and into the Company (the “Merger”) as a result of which all of the then-outstanding Company Shares, and all rights to purchase or otherwise acquire any Company Shares, including Company Options and Company Restricted Stock Units, not tendered in the Offer will be canceled and converted into the right to receive payment as set out in the Merger Agreement, and following the Merger of the Company with the Merger Sub, the Company will thereupon become a wholly owned subsidiary of Parent;

WHEREAS, as of the date hereof, Stockholder is the Beneficial Owner (as defined below) of the Company Shares set forth on the signature page of this Agreement; and

WHEREAS, as a condition and inducement to Parent’s and Acquisition Sub’s willingness to enter into the Merger Agreement, Parent has requested Stockholder, and Stockholder has agreed, in its capacity as a stockholder of the Company, to tender and vote the Subject Shares (as defined below) in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1.Agreement to Tender.

1.1Tender of Shares. Stockholder agrees to promptly (and, in any event, not later than five (5) Business Days after commencement of the Offer and not later than three (3) Business Days after Stockholder acquires Beneficial Ownership of any additional Subject Shares) and validly tender, or cause to be validly tendered into the Offer, pursuant to and in accordance with the terms of the Offer and Rule 14d-2 under the Exchange Act, all of the Subject Shares (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent Stockholder from tendering the Subject Shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this

Agreement). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Option or other equity award or require Stockholder to purchase any Company Shares, and nothing herein shall prohibit Stockholder from exercising any Company Option held by such Stockholder as of the date of this Agreement.

1.2No Withdrawal. Stockholder agrees not to withdraw, and not to cause or permit to be withdrawn, any Company Shares from the Offer unless and until the earlier to occur of (i) the expiration of the Offer without Acquisition Sub having accepted for payment any Company Shares tendered in the Offer or (ii) termination of this Agreement in accordance with Section 6.3 hereof.

1.3Conditional Obligation. Stockholder acknowledges and agrees that Acquisition Sub’s obligation to accept for payment Company Shares tendered into the Offer, including the Subject Shares tendered by Stockholder, is subject to the terms and conditions of the Merger Agreement and the Offer.

2.Voting Agreement; Grant of Proxy,

2.1Voting Agreement.  Stockholder hereby agrees that, during the Support Period, Stockholder will not vote any Subject Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Acquisition Proposal, (ii) reorganization, recapitalization, dissolution, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company other than the Merger, (iii) corporate action, the consummation of which would frustrate the purposes, or prevent or materially delay the consummation, of any of the transactions contemplated by the Merger Agreement or (iv) other matter relating to, or in connection with, any of the foregoing matters that would result in a breach of any obligations or agreements of Stockholder under this Agreement.  Nothing herein shall limit the ability of Stockholder to vote its Subject Shares in its sole discretion on any matters other than the matters set forth in the first sentence of this Section 2.1.

2.2Irrevocable Proxy. Stockholder hereby revokes (or agrees to cause to be revoked as promptly as reasonably practicable and in any event within five (5) Business Days of the date hereof) any and all previous proxies granted with respect to the Subject Shares.  By entering into this Agreement, Stockholder hereby grants a proxy appointing Parent as Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in Stockholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section2.1 above as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Subject Shares.  The proxy granted by Stockholder pursuant to this Section 2.2 is irrevocable and is granted in consideration of Parent and Acquisition Sub entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall not be exercised to vote, consent or act on any matter except as contemplated by Section 2.1 above. The proxy granted by Stockholder shall be revoked, terminated and of no further force or effect, automatically and without further action, upon termination of this Agreement in accordance with Section 6.3 hereof.

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3.Representations and Warranties of Stockholder.  Stockholder represents and warrants to Parent that:

3.1Authorization. The execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are within the powers of Stockholder and, if applicable, have been duly authorized by all necessary corporate, company, partnership or other action. This Agreement constitutes a legal, valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally, to rules of law governing specific performance, injunctive relief and other equitable remedies, to approval by the Company Board of this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby for purposes of Section 203 of the DGCL and to the federal securities laws and rules promulgated thereunder.  If this Agreement is being executed in representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement.

3.2Non-Contravention. The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws, or other comparable charter or organizational documents, of Stockholder, if any, (ii) violate any Law applicable to Stockholder or the transactions contemplated herein or in the Merger Agreement, (iii) conflict with or violate or require any consent, approval, notice or other action by any Person under, constitute a default (with or without notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Stockholder is entitled under, any provision of any Contract binding on Stockholder or any of Stockholder’s properties or assets, including the Subject Shares or (iv) result in the imposition of any Lien on any asset of Stockholder, including the Subject Shares.

3.3Ownership of Shares; Voting. Stockholder is, or will be, as applicable, the Beneficial Owner of the Subject Shares, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Subject Shares), except for (i) any restrictions provided herein and (ii) any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent Stockholder from tendering the Subject Shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement.  Stockholder has, or will have control over the Person who has, sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Subject Shares.  For purposes of this Agreement, “control”, as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

3.4Total Shares. Except for (x) the Subject Shares and (y) the Company Stock Options and Company Restricted Stock Units set forth opposite Stockholder’s name in Section 4.6 of the Company Disclosure Letter, if any, Stockholder does not Beneficially Own

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any (i) shares of capital stock or voting securities of the Company or (ii) options, warrants or other rights to acquire, or securities convertible into or exchangeable for (in each case, whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

3.5Finder’s Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent, Acquisition Sub or the Company in respect of this Agreement based upon any Contract made by or on behalf of Stockholder solely in Stockholder’s capacity as a stockholder of the Company.

3.6No Litigation. As of the date of this Agreement, there is no Legal Proceeding pending or, to the knowledge of Stockholder, threatened against Stockholder that would reasonably be expected to impair the ability of Stockholder to perform Stockholder’s obligations hereunder or consummate the transactions contemplated hereby.

4.Representations and Warranties of Parent and Acquisition Sub.  Parent and Acquisition Sub represent and warrant to Stockholder:

4.1Corporation Authorization. The execution, delivery and performance by Parent and Acquisition Sub of this Agreement and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby are within the limited liability company powers of Parent and the corporate powers of Acquisition Sub and have been duly authorized by all necessary company or corporate action, respectively.  This Agreement constitutes a valid and binding agreement of Parent and Acquisition Sub, enforceable against Parent and Acquisition Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies.

5.Covenants of Stockholder.  Stockholder hereby covenants and agrees that:

5.1No Proxies for, Encumbrances on or Disposition of Shares; Transfer of Voting Rights. During the Support Period, except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Parent, directly or indirectly, (a) grant any proxies, or enter into any voting trust or other Contract, with respect to the voting of any Subject Shares, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any Contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any Subject Shares, or (c) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement, or seek to do or solicit any of the foregoing actions, or cause or permit any other Person to take any of the foregoing actions and, other than matters regarding which the Company has already notified Parent pursuant to the Merger Agreement, agrees to notify Parent and Acquisition Sub promptly, and to provide all details reasonably requested by Parent or Acquisition Sub, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. Without limiting the generality of the foregoing, during the Support Period,

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Stockholder shall not tender, agree to tender or cause or permit to be tendered any Subject Shares into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer.  Notwithstanding the foregoing, Stockholder may transfer Subject Shares to (i) any affiliate, stockholder, member or partner of Stockholder or (ii) immediate family members or a trust for the benefit of Stockholder; provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a written Contract, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.  During the Support Period, Stockholder shall not deposit, or permit the deposit of, any Subject Shares in a voting trust, grant any proxy in respect of any Subject Shares, or enter into any voting or similar Contract in contravention of the obligations of such Stockholder under this Agreement with respect to any of the Subject Shares.

5.2Other Offers. Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.2 by Stockholder.  Stockholder shall, and shall cause its Subsidiaries and its and their respective Representatives to immediately cease any and all existing discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal.  Unless the Company has already notified Parent pursuant to the Merger Agreement, Stockholder shall promptly (and in any event within one (1) Business Day) notify Parent if it becomes aware of any receipt by Stockholder, its Subsidiaries or Representatives of (i) any Acquisition Proposal, (ii) any request for information that would reasonably be expected to lead to an Acquisition Proposal, or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal, the terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such Acquisition Proposal).  Unless the Company has already notified Parent pursuant to the Merger Agreement, Stockholder shall keep Parent reasonably informed of the status and material terms of any such Acquisition Proposal known to Stockholder, request or inquiry (and Stockholder shall provide Parent with copies of any additional written materials received by it that relate to such Acquisition Proposal, inquiry or

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request). Notwithstanding the foregoing, nothing herein shall limit or affect any actions taken by Stockholder (or any affiliated officer or director of the Company) in compliance with the Merger Agreement, including taking any of the foregoing actions that would be permitted to be taken by the Company pursuant to the Merger Agreement.

5.3Communications. During the Support Period, Stockholder, and each of Stockholder’s Subsidiaries, if any, shall not, and shall cause their respective officers, directors, employees or other Representatives, if any, not to, directly or indirectly, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement or any of the transactions contemplated hereby and thereby, without the prior written consent of Parent, provided that the foregoing shall not limit or affect any actions taken by Stockholder (or any affiliated officer or director of the Company) in compliance with the Merger Agreement, including taking any of the foregoing actions that would be permitted to be taken by the Company pursuant to the Merger Agreement (including in respect of a Board Recommendation Change made pursuant to the Merger Agreement).  Stockholder hereby (i) consents to and authorizes the publication and disclosure by Parent, Acquisition Sub and the Company (including in the Schedule TO, the Schedule 14D-9 or any other publicly filed documents relating to the Merger, the Offer or any other transaction contemplated by the Merger Agreement) of: (a) Stockholder’s identity; (b) Stockholder’s Beneficial Ownership of the Subject Shares; and (c) the nature of Stockholder’s commitments, arrangements and understandings under this Agreement, and any other information that Parent, Acquisition Sub or the Company determines to be necessary in any SEC disclosure document in connection with the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement and (ii) agrees as promptly as practicable to notify Parent, Acquisition Sub and the Company of any required corrections with respect to any written information supplied by Stockholder specifically for use in any such disclosure document. Notwithstanding the foregoing, nothing herein shall limit or affect any actions taken by Stockholder (or any affiliated officer or director of the Company) in compliance with the Merger Agreement.

5.4Additional Shares. In the event that Stockholder acquires Beneficial Ownership of, or the power to dispose of or vote or direct the disposition or voting of, any additional Company Shares or other interests in or with respect to the Company, such Company Shares or other interests shall, without further action of the parties, be subject to the provisions of this Agreement and deemed “Subject Shares”, and the number of Subject Shares set forth on the signature page hereto will be deemed amended accordingly. Stockholder shall promptly notify Parent and Acquisition Sub of any such event.

5.5Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Subject Shares or rights to dissent from the Merger which may arise with respect to the Merger and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or other Legal Proceeding, against Parent, Acquisition Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any Legal Proceeding (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement

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or (y) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby.

5.6Certain Restrictions. Stockholder shall not, directly or indirectly, take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect.

6.Miscellaneous.

6.1Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections are to Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. The word “or” has the inclusive meaning represented by the phrase “and/or.” “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Contract (including the Merger Agreement) are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

6.2Further Assurances. Stockholder shall, to the extent requested by Parent, promptly: (i) use commercially reasonable efforts to cause each other Person having voting power with respect to any Subject Shares to execute and deliver to Parent a proxy with respect to such shares, which shall be identical to the proxy in Section 2.2 above; and (ii) upon request, surrender the certificates representing the Subject Shares, and use commercially reasonable efforts to request the certificates representing any other outstanding Subject Shares, to be surrendered so that the transfer agent for such shares may affix thereto an appropriate legend referring to this Agreement.

6.3Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate upon the termination or expiration of the Support Period; provided, however, that no termination of this Agreement shall relieve any party hereto from any liability for any knowing and intentional breach of any provision of this Agreement prior to such termination.

6.4Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

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6.5Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that Stockholder may not assign, delegate or otherwise transfer any of Stockholder’s rights or obligations under this Agreement without the prior written consent of Parent. Any assignment, delegation or transfer in violation of the foregoing shall be null and void.

6.6Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of law thereof.

6.7Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in PDF form or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document, will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto and the Merger Agreement has become effective. Until and unless each party has received a counterpart hereof signed by the other party hereto and the Merger Agreement has become effective, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

6.8Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

6.9Specific Performance. The parties hereto agree that irreparable damage to Parent or Acquisition Sub would occur, damages would be incalculable and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that any provision of this Agreement were not performed by Stockholder in accordance with the terms hereof, and that each of Parent and Acquisition Sub shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically Stockholder’s performance of the terms and provisions hereof, in addition to any other remedy to which Parent or Acquisition Sub may be entitled at law or in equity. Stockholder hereby waives any defenses based on the adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by Parent or Acquisition Sub.

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6.10Defined Terms. For the purposes of this Agreement:

(a)Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

(b)Stockholder shall be deemed to “Beneficially Own” or to have acquired “Beneficial Ownership” of a security if Stockholder (a) is the record owner of such security; or (b) is the “beneficial owner” with respect to the investment authority of such security (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

(c)“Company Shares” shall mean shares of common stock, par value $0.001 per share, of the Company.

(d)“Subject Shares” shall mean any Company Shares that are owned, or hereafter acquired (including through the exercise or settlement of Company Options or Company Restricted Stock Units), by the Stockholder, or for which the Stockholder otherwise becomes the record or beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act), prior to the end of the Support Period.

(e)“Support Period” shall mean the period from the date of this Agreement through the earlier of (i) the date upon which the Merger Agreement is validly terminated, (ii) the Effective Time, and (iii) an amendment to the Merger Agreement that decreases, or changes the form of, the consideration to be received in the Offer or the Merger.

6.11Action in Stockholder’s Capacity Only. Stockholder, if a director or officer of the Company, does not make any agreement or understanding herein as a director or officer of the Company.  Stockholder signs this Agreement solely in Stockholder’s capacity as a Beneficial Owner of the Subject Shares, and nothing herein shall limit or affect any actions taken in Stockholder’s capacity as an officer or director of the Company, including complying with or exercising such Stockholder’s fiduciary duties as a member of the Company Board.

6.12Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received hereunder (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, or (iii) immediately upon delivery by hand or by facsimile (with a written or electronic confirmation of delivery), in each case to the intended recipient as set forth below:

if to Parent or Acquisition Sub, to:

Eagle Parent Holdings, LLC

c/o Insight Venture Partners

1114 Avenue of the Americas

36^th Floor

Attention: Blair Flicker

Facsimile No.: (212) 230-9272

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with a copy to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention: Morgan D. Elwyn and Gordon Caplan

Facsimile No.: (212) 728-9981

if to Stockholder, to: the address for notice set forth on the signature page hereto with a copy to:

Mumford Family Trust

Mumford Lana’i LLC

Mumford CVP 2000 L.P.

191 Ramoso Road

Portola Valley, CA 84028

Facsimile No.: (650) 645-6555

6.13Submission to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 6.12 hereof or in such other manner as may be permitted by applicable Law, and nothing in this Section 6.13 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts.  Each of the parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

6.14Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE

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ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH OF THE PARTIES HERETO MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.14.

6.15Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

6.16Waiver. No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. A party hereto shall not be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

6.17No Ownership Interest. All rights, ownership and economic benefits of and relating to the Subject Shares at a given time shall remain vested in and belong to Stockholder as of such time, and Parent shall have no authority to exercise any power or authority to direct Stockholder in the voting of any of the Subject Shares, except as otherwise specifically provided herein, or in the performance of Stockholder’s duties or responsibilities as a stockholder of the Company.

6.18Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

PARENT:

EAGLE PARENT HOLDINGS, LLC

By: /s/ Blair Flicker

Name:  Blair Flicker

Title:  Secretary

ACQUISITION SUB:

EAGLE ACQUISITION SUB, CORP.

By: /s/ Blair Flicker

Name:  Blair Flicker

Title:  Secretary

[Signature Page to Tender and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

STOCKHOLDER:

MUMFORD FAMILY TRUST

By: /s/ John B. Mumford

Name:  John B. Mumford

Title:  Trustee

SUBJECT SHARES: 1,874,386 Shares

STOCKHOLDER:

MUMFORD LANA’I LLC

By: /s/ John B. Mumford

Name:  John B. Mumford

Title:  Managing Member

SUBJECT SHARES: 433,138 Shares

STOCKHOLDER:

MUMFORD CVP 2000 L.P.

By: /s/ John B. Mumford

Name:  John B. Mumford

Title:  Managing General Partner

SUBJECT SHARES: 1,188 Shares

[Signature Page to Tender and Support Agreement]