AGREEMENT AND PLAN OF MERGER by and among EM EAGLE PURCHASER, LLC EM EAGLE MERGER SUB, INC. and ELLIE MAE, INC. Dated as of February 11, 2019Merger Agreement • February 12th, 2019 • Ellie Mae Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 11, 2019, by and among EM Eagle Purchaser, LLC, a Delaware limited liability company (“Parent”), EM Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Ellie Mae, Inc., 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.
