AGREEMENT AND PLAN OF MERGERMerger Agreement • June 5th, 2024 • WalkMe Ltd. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of June 4, 2024, is made by and among (i) SAP SE, a European stock corporation (Societas Europaea) under the Laws of Germany and the European Union (“Parent”), (ii) HUMMINGBIRD ACQUISITION CORP LTD., a company organized under the Laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), and (iii) WALKME LTD., a company organized under the Laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement will have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 5th, 2024 • WalkMe Ltd. • Services-prepackaged software
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 4, 2024, is made by and between SAP SE, a European stock corporation (Societas Europaea) under the Laws of Germany and the European Union (“Parent”), and [●] (“Shareholder”).
