AGREEMENT AND PLAN OF MERGER by and among ZUORA, INC., ZODIAC PURCHASER, L.L.C. and ZODIAC ACQUISITION SUB, INC. October 17, 2024Merger Agreement • October 17th, 2024 • Slaa Ii (Gp), L.L.C. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated October 17, 2024, is entered into by and among Zuora, Inc., a Delaware corporation (the “Company”), Zodiac Purchaser, L.L.C., a Delaware limited liability company (“Parent”), and Zodiac Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
VOTING, SUPPORT AND ROLLOVER AGREEMENTVoting, Support and Rollover Agreement • October 17th, 2024 • Slaa Ii (Gp), L.L.C. • Services-prepackaged software • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of October 17, 2024, by and among Zodiac Purchaser, L.L.C., a Delaware limited liability company (“Parent”), Zodiac Holdco, L.L.C., a Delaware limited liability company and an indirect parent company of Parent (“TopCo”), Silver Lake Alpine II, L.P., a Delaware limited liability company (solely for purposes of Section 4.1(h) and Section 11.18), and the stockholders of Zuora, Inc. a Delaware corporation (the “Company”), listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and the Company.
AMENDMENT NO. 1 TO INVESTMENT AGREEMENTInvestment Agreement • September 25th, 2023 • Slaa Ii (Gp), L.L.C. • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 1 TO INVESTMENT AGREEMENT (this “Amendment”) is made and entered into as of September 22, 2023 by and among Zuora, Inc., a Delaware corporation (the “Company”), Silver Lake Alpine II, L.P., SLA Zurich Aggregator, L.P. and SLA Zurich Holdings, L.P. (collectively, “Silver Lake”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement (as defined below).
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)Joint Filing Agreement • March 28th, 2022 • Slaa Ii (Gp), L.L.C. • Services-prepackaged software
The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.0001 per share, of Zuora, Inc., a Delaware corporation, 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 that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. 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 joint
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • September 25th, 2023 • Slaa Ii (Gp), L.L.C. • Services-prepackaged software • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of September 22, 2023 (this “Supplemental Indenture”), is made and entered into by Zuora, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Base Indenture referred to below.
