LOAN PURCHASE AGREEMENT Dated as of April 24, 2024 by and among RP VENTURES LLC (Seller) RUNA CAPITAL II (GP) (Runa Capital II) RUNA CAPITAL OPPORTUNITY I (GP) (Runa Capital Opportunity) RUNA VENTURES I LIMITED (Runa Ventures)Loan Purchase Agreement • May 24th, 2024 • Meridian BidCo LLC • Services-prepackaged software • Delaware
This loan purchase agreement (this “Agreement”) is entered into as of April 24, 2024 by and between RP VENTURES LLC, a Delaware limited liability company (“Seller”), MERIDIAN TOPCO LLC, a Delaware limited liability company (in its capacity as both “Purchaser” and “Successor Agent”), and, solely for the purposes of Sections 1 and 8 through 21 (inclusive) only, each of RUNA CAPITAL II (GP), a Cayman Islands exempted company (“Runa Capital II”), RUNA CAPITAL OPPORTUNITY I (GP), a Cayman Islands exempted company (“Runa Capital Opportunity”), and RUNA VENTURES I LIMITED, a Bermuda company (“Runa Ventures” and, together with Runa Capital II and Runa Capital Opportunity, the “Runa Entities” and each a “Runa Entity”).
Meridian BidCo LLC c/o K1 Investment Management, LLC 875 Manhattan Beach Blvd. Manhattan Beach, CA 90266Equity Financing Commitment • May 24th, 2024 • Meridian BidCo LLC • Services-prepackaged software
This letter agreement (this “Agreement”) sets forth the commitment of K5 Private Investors, L.P., a Delaware limited partnership (the “Investor”), to, subject to the terms and conditions hereof, purchase, or cause an assignee permitted by Section 4 of this Agreement to purchase, equity securities of Meridian BidCo LLC, a Delaware limited liability company (“BidCo”), in connection with the proposed acquisition by BidCo of the entire issued and to be issued share capital of MariaDB plc, an Irish public limited company, pursuant to a takeover offer substantially on the terms, and subject to the conditions, set forth in the draft Rule 2.7 Announcement (the “Announcement”) set forth on the Schedule hereto (save for any amendments approved by or on behalf of the Investor or any of its Affiliates). Capitalized terms used but not defined herein have the meanings ascribed to them in the Announcement, unless the context requires otherwise. The Investor acknowledges that BidCo may, with the conse
MERIDIAN TOPCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated [●], 2024Limited Liability Company Agreement • May 24th, 2024 • Meridian BidCo LLC • Services-prepackaged software • Delaware
Pursuant to the filing of the Certificate of Formation of the Company with the office of the Delaware Secretary of State, the Company was formed on March 28, 2024 as a limited liability company in accordance with the Delaware Limited Liability Company Act (“Delaware Act”).
