AGREEMENT AND PLAN OF MERGER by and among SKY PARENT INC. PROJECT SKY MERGER SUB INC. and CLOUDERA, INC. Dated as of June 1, 2021Agreement and Plan of Merger • June 1st, 2021 • Cloudera, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 1, 2021 (the “Agreement Date”), by and among Sky Parent Inc., a Delaware corporation (“Parent”), Project Sky Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Cloudera, 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.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 1st, 2021 • Cloudera, Inc. • Services-prepackaged software • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 1, 2021, is entered into by and among Sky Parent Inc., a Delaware corporation (“Parent”), Cloudera, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
