AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG COUPA SOFTWARE INCORPORATED LLOYD MERGER SUB, INC. LLOYD MERGER SUB, LLC LAUREL PARENT HOLDINGS, INC. AND TPG VII LAUREL HOLDINGS, L.P. AS STOCKHOLDER REPRESENTATIVE November 2, 2020Merger Agreement • November 2nd, 2020 • Coupa Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”) is made and entered into as of November 2, 2020 by and among Coupa Software Incorporated, a Delaware corporation (“Parent”), Lloyd Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub I”), Lloyd Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Laurel Parent Holdings, Inc., a Delaware corporation (the “Company”), and TPG VII Laurel Holdings, L.P. as stockholder representative (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2020 • Coupa Software Inc • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 2, 2020, by and among Coupa Software Incorporated, a Delaware corporation (“Parent”), TPG VII Laurel Holdings, L.P. (“TPG”), the entities affiliated with The Goldman Sachs Group, Inc. identified in the signature pages hereto (collectively, “GS”), MK Capital II, LP (“MK” and, collectively with TPG and GS, the “Key Equityholders”) and TPG, as stockholder representative (the “Stockholder Representative”).
