AGREEMENT AND PLAN OF MERGER between PROJECT METAL PARENT, LLC, PROJECT METAL MERGER SUB, INC. and MEDALLIA, INC. Dated July 25, 2021Merger Agreement • July 27th, 2021 • Medallia, Inc. • Services-computer programming, data processing, etc. • Delaware
This agreement and plan of merger (this “Agreement”) is dated July 25, 2021, among Project Metal Parent, LLC, a Delaware limited liability company (“Parent”), Project Metal Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Medallia, 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 meanings given to them in Article I.
VOTING AGREEMENTVoting Agreement • July 27th, 2021 • Medallia, Inc. • Services-computer programming, data processing, etc. • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of July 25, 2021 (the “Agreement Date”), by and among Project Metal Parent, LLC, a Delaware limited liability company (“Parent”), Medallia, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A and the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Each of Parent, the Company and the Stockholders are sometimes referred to as a “Party.”
