AGREEMENT AND PLAN OF MERGER by and among EXCALIBUR PARENT, LLC EXCALIBUR MERGER SUB, INC. and XACTLY CORPORATION Dated as of May 29, 2017Agreement and Plan of Merger • May 30th, 2017 • Xactly Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 29, 2017, by and among Excalibur Parent, LLC, a Delaware limited liability company (“Parent”), Excalibur Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Xactly Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
