INVESTOR RIGHTS AGREEMENT
This INVESTOR RIGHTS AGREEMENT (this Agreement), dated as of September 1, 2021, by and among SYNNEX Corporation, a Delaware corporation (the Corporation) and Tiger Parent Holdings, L.P. (the Initial Stockholder). Each of the Corporation and the Initial Stockholder are sometimes referred to as a Party.
WHEREAS, the Corporation is party to that certain Agreement and Plan of Merger, dated as of March 22, 2021, by and among the Corporation, Tiger Parent (AP) Corporation, a Delaware corporation, Spire Sub I, Inc., a Delaware corporation, and Spire Sub II, LLC, a Delaware limited liability company (as may be amended or supplemented from time to time, the Merger Agreement);
WHEREAS, pursuant to and in connection with the closing of the transactions contemplated by the Merger Agreement, the Corporation and the Initial Stockholder wish to enter into this Agreement in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth, the parties hereto hereby agree as follows:
Section 1 Definitions; Interpretation.
(a) Definitions. As used herein, the following terms shall have the following respective meanings:
Affiliate means, as to any Person, any other Person or entity who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person; provided that, with respect to Apollo, the term Affiliate shall not include any portfolio companies of Apollo or its Affiliates (including the Corporation and its Subsidiaries). For the avoidance of doubt, any co-investment vehicle controlled by any of the Apollo Entities shall be deemed to be an Affiliate of such Apollo Entities. As used in this definition, the term control, including the correlative terms controlling, controlled by and under common control with, means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.
Agreement has the meaning set forth in the Preamble.
Apollo means collectively, the investment funds managed, sponsored or advised by Apollo Management IX, L.P.
Apollo Directors has the meaning set forth in Section 2(a).
Apollo Entities means, collectively, Apollo, the Initial Stockholder, and each of their respective Affiliates.
Apollo Indemnitors has the meaning set forth in Section 3.