As disclosed in the Current Report on Form 8-K filed by the Issuer on May 27, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with E2open Holdings, LLC, a Delaware limited liability company ("Holdings"), WiseTech Global Limited, an Australian public company limited by shares ("Parent"), Emerald Parent Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Company Merger Sub") and Emerald Holdings Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Holdings Merger Sub"). Pursuant to the Merger Agreement, Company Merger Sub will be merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (such merger, the "Company Merger") and Holdings Merger Sub will be merged with and into Holdings, with Holdings surviving as wholly owned subsidiary of Parent (such merger, the "Holdings Merger" and together with the Company Merger, the "Mergers"). On May 25, 2025, the Elliott Funds and The Liverpool Limited Partnership, a wholly-owned subsidiary of Elliott, delivered a stockholder consent to the Issuer adopting the Merger Agreement and approving the transactions contemplated thereby. In addition, on May 25, 2025, certain affiliates of the Elliott Funds, as parties to that certain Tax Receivable Agreement, dated as of February 4, 2021, by and among the Issuer and other parties thereto (the "TRA"), entered into an amendment to the TRA (the "TRA Amendment") in connection with the execution of the Merger Agreement. The TRA provided for certain payments to the parties thereto by the Issuer, with respect to certain tax attributes, including an accelerated payment in connection with a change of control of the Issuer, which includes the Mergers. The TRA Amendment establishes that the parties to the TRA will be entitled to receive an aggregate amount in cash of $52,500,000 in connection with the closing of the Mergers in full satisfaction of the Issuer's payment obligations under the TRA from and after the entry into the Merger Agreement (including in connection with a change of control of the Issuer) which amount represents a reduction from what the Issuer's contractual change of control obligations would have been under the TRA, absent the TRA Amendment. The foregoing description of the TRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the TRA Amendment which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.