AGREEMENT AND PLAN OF MERGER by and among EINSTEIN PARENT, INC., EINSTEIN MERGER SUB, INC. and SMARTSHEET INC. Dated as of September 24, 2024Merger Agreement • September 24th, 2024 • Smartsheet Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of September 24, 2024 by and among Einstein Parent, Inc., a Delaware corporation (“Parent”), Einstein Merger Sub, Inc., a Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Smartsheet Inc., a Washington corporation (the “Company” and, collectively with Parent and Merger Sub, the “Parties” and, individually, a “Party”). All capitalized terms used herein shall have the respective meanings ascribed thereto in Annex A.
SUPPORT AGREEMENTSupport Agreement • September 24th, 2024 • Smartsheet Inc • Services-prepackaged software • Delaware
This Support Agreement (this “Agreement”), dated as of September 23, 2024, is entered into by and between Smartsheet Inc., a Washington corporation (the “Company”), and VEPF VIII SPV I, L.P., a Delaware limited partnership (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
