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 23rd, 2024 • Tzuo Tien • 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 23rd, 2024 • Tzuo Tien • 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.
